AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 2004
SEC FILE NO. 333-111516
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
AMENDMENT NO. 3
TO
FORM F-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------
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 JULY 2, 2004
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.
CROWN
[LOGO] RESOURCES
[____________, 2004]
Dear Shareholder of Crown Resources Corporation:
Crown Resources Corporation ("Crown") and Kinross Gold Corporation
("Kinross") have agreed to the acquisition of Crown by Kinross under the terms
of a merger agreement. Crown's board of directors is recommending approval of
the plan of merger because it believes the merger will benefit Crown's
shareholders by creating greater shareholder value and by allowing shareholders
to participate in a larger, more diversified company. Certain of the members of
the board of directors of Crown are subject to a potential conflict of interest
in connection with the proposed merger. See the discussion in the attached Proxy
Statement/Prospectus under the caption "The Merger--Interests of Certain
Individuals."
Under the terms of the merger agreement, each share of Crown common
stock will be converted into 0.2911 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 13.5 million Kinross common shares on a
fully-diluted basis in the merger and that immediately after the merger Crown
shareholders will hold up to approximately 3.9% of the then outstanding Kinross
common shares, based on the 345,929,995 million Kinross common shares
outstanding on March 31, 2004. 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 [__________________, 2004], and
is first being mailed to Crown shareholders on or about [__________, 2004].
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 More Information" beginning on page 262.
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,
as amended, attached to the Proxy Statement/Prospectus as Appendix "A,"
such that Crown will become a wholly-owned subsidiary of Kinross upon
completion of the merger;
2. a proposal to approve one or more adjournments of the
special meeting, if necessary, to permit further solicitation of proxies
if there are not sufficient votes at the time of the special meeting to
approve the plan of merger; and
3. such other matters as may properly come before the
meeting or any adjournment or postponement thereof.
Holders of record of shares of Crown common stock at the close of
business on [__________, 2004,] 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
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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............................................................................5
Material U.S. Federal Income Tax Consequences...............................................................5
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............................................................................6
Principal Conditions to Completion of the Merger............................................................6
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.........................................7
Comparison of Shareholder Rights and Corporate Matters......................................................7
Shares Held by Crown Directors and Executive Officers.......................................................7
New Certificates for Common Shares..........................................................................7
COMPARATIVE PER SHARE DATA.....................................................................................8
Financial Per Share Data....................................................................................8
SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION................................................9
TRADING PRICE DATA.............................................................................................9
CURRENCY AND EXCHANGE RATE DATA................................................................................9
GLOSSARY AND MEASUREMENTS CONVERSION TABLE.....................................................................9
RISK FACTORS..................................................................................................10
RISKS RELATING TO THE BUSINESS OF THE COMBINED COMPANY........................................................10
RISKS RELATING TO THE MERGER..................................................................................18
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
Buckhorn Mountain Project..................................................................................25
Kings Canyon...............................................................................................30
Peru, Bolivia, and Brazil..................................................................................30
MINERAL PROPERTY AND EXPLORATION EXPENDITURE OVERVIEW.........................................................30
EXPLORATION ACTIVITIES........................................................................................30
EMPLOYEES.....................................................................................................31
LEGAL PROCEEDINGS.............................................................................................31
CORPORATE REORGANIZATION......................................................................................32
Plan of Reorganization.....................................................................................32
CONTROL OF CROWN..............................................................................................32
STOCKHOLDER AND VOTING AGREEMENT..............................................................................33
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
BUSINESS OVERVIEW.............................................................................................37
RECENT FINANCING TRANSACTIONS.................................................................................37
CORPORATE REORGANIZATION......................................................................................38
RESULTS OF OPERATIONS.........................................................................................38
Limited Revenue Sources....................................................................................38
Three months ended March 31, 2004, compared to the three months ended March 31, 2003.......................38
Year ended December 31, 2003, compared to the year ended December 31, 2002.................................40
Year ended December 31, 2002, compared to the year ended December 31, 2001.................................41
LIQUIDITY AND CAPITAL RESOURCES...............................................................................42
Three months ended March 31, 2004, compared to the three months ended March 31, 2003.......................42
Year ended December 31, 2003, compared to the year ended December 31, 2002.................................43
Year ended December 31, 2002, compared to the year ended December 31, 2001.................................44
Contractual Obligations and Planned Expenditures...........................................................45
RELATED PARTY TRANSACTIONS....................................................................................46
CRITICAL ACCOUNTING POLICIES..................................................................................47
ENVIRONMENTAL, PERMITTING AND LEGAL...........................................................................48
RECENT ACCOUNTING PRONOUNCEMENTS..............................................................................49
DISCLOSURE ABOUT MARKET RISKS.................................................................................51
INTEREST RATE RISKS...........................................................................................51
FLUCTUATIONS IN COMMODITY PRICES..............................................................................51
BUSINESS OF KINROSS...........................................................................................51
OVERVIEW......................................................................................................51
RECENT DEVELOPMENTS...........................................................................................52
HISTORY.......................................................................................................53
SUBSIDIARIES AND MANAGEMENT STRUCTURE.........................................................................55
Organization Chart.........................................................................................55
OPERATIONS....................................................................................................56
Operations.................................................................................................57
Gold Equivalent Production (Ounces)........................................................................57
Calculation of Total Cash Costs and Realized Revenue and Reconciliation to the Statement of Operations.....59
MARKETING.....................................................................................................62
MINERAL RESERVES AND MINERAL RESOURCES........................................................................63
Cautionary Note to United States Investors Concerning Estimates of Measured and Indicated Resources........64
MATERIAL PROPERTIES...........................................................................................68
Fort Knox Mine and Area, Alaska............................................................................68
The Porcupine Joint Venture................................................................................79
Kubaka Mine, Russian Federation............................................................................90
La Coipa Mine..............................................................................................98
Crixas Mine...............................................................................................105
Paracatu (Brasilia) Mine..................................................................................112
Musselwhite Mine..........................................................................................119
Round Mountain............................................................................................126
ENVIRONMENTAL REGULATIONS....................................................................................134
General...................................................................................................134
Permitting--Buckhorn Project..............................................................................134
CERCLA Action.............................................................................................135
LEGAL PROCEEDINGS............................................................................................135
Derivative Action.........................................................................................135
Class Action..............................................................................................135
Settlement in Greece......................................................................................136
The Hellenic Gold Properties Litigation...................................................................136
Russia....................................................................................................137
Chile.....................................................................................................137
Brazil....................................................................................................137
Summa.....................................................................................................137
Other.....................................................................................................138
EMPLOYEES....................................................................................................138
MANAGEMENT OF KINROSS........................................................................................139
DIRECTORS....................................................................................................139
OFFICERS.....................................................................................................141
EXECUTIVE COMPENSATION.......................................................................................143
Option Grants in Last Fiscal Year.........................................................................144
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values.........................144
Pension and Other Benefit Plans...........................................................................144
Employment Contracts......................................................................................145
Certain Transactions......................................................................................146
Directors and Officers' Insurance.........................................................................146
Compensation of Directors.................................................................................146
Report on Executive Compensation..........................................................................147
PRINCIPAL SHAREHOLDERS OF KINROSS............................................................................152
MARKET PRICE FOR KINROSS COMMON SHARES.......................................................................153
KINROSS SELECTED FINANCIAL DATA..............................................................................154
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF KINROSS...................................................154
EXCHANGE RATE DATA...........................................................................................156
KINROSS GOLD CORPORATION SELECTED UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL INFORMATION.....................................................................................157
KINROSS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.....................................................................................162
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE QUARTERS ENDED MARCH 31, 2004
AND 2003..................................................................................................162
Overview..................................................................................................163
Results Summary...........................................................................................163
Operating Results.........................................................................................164
Expenses..................................................................................................174
Liquidity and Capital Resources...........................................................................176
Outlook...................................................................................................178
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2003,
2002, AND 2001............................................................................................178
Overview..................................................................................................179
Results Summary...........................................................................................179
Material Events...........................................................................................179
Financial/Operations......................................................................................182
Expenses..................................................................................................195
Liquidity and Capital Resources...........................................................................197
Critical Accounting Policies..............................................................................201
Recent Accounting Pronouncements..........................................................................209
Risk Analysis.............................................................................................210
Strategy..................................................................................................215
Outlook...................................................................................................216
THE MERGER...................................................................................................216
GENERAL......................................................................................................216
BACKGROUND OF THE MERGER.....................................................................................217
REASONS FOR THE MERGER--ADVANTAGES AND DISADVANTAGES.........................................................220
Kinross...................................................................................................221
Crown.....................................................................................................221
INTERESTS OF CERTAIN INDIVIDUALS.............................................................................223
STOCK OPTIONS................................................................................................224
REGULATORY APPROVALS REQUIRED................................................................................224
DISSENTERS' RIGHTS OF APPRAISAL..............................................................................224
Requirements for Exercising Dissenters' Rights............................................................224
Dissenters' Notice Procedure..............................................................................225
Payment Procedure.........................................................................................226
Payment Disputes..........................................................................................226
Fair Value................................................................................................227
ACCOUNTING FOR THE MERGER....................................................................................227
DELIVERY OF CERTIFICATES FOR KINROSS COMMON SHARES...........................................................227
PAYMENT IN LIEU OF ISSUING FRACTIONAL SHARES.................................................................228
EXPENSES OF THE MERGER.......................................................................................228
RESTRICTIONS ON TRANSFER OF KINROSS COMMON SHARES............................................................228
United States.............................................................................................228
Canada....................................................................................................228
AGREEMENTS RELATING TO THE MERGER............................................................................229
THE MERGER AGREEMENT.........................................................................................229
Structure of the Merger...................................................................................229
Effective Time and Timing of Closing......................................................................229
Consideration to be Received in the Merger................................................................229
Exchange of Certificates Representing Crown Common Stock..................................................229
Distribution of Solitario Common Stock....................................................................230
Treatment of Crown Stock Options..........................................................................230
Treatment of Crown Warrants...............................................................................230
Representations and Warranties............................................................................231
Conduct of Business Pending the Merger....................................................................231
Offers for Alternative Transactions.......................................................................231
Conditions to the Parties' Obligations to Close the Merger................................................233
Termination and Effects of Termination....................................................................234
Expenses..................................................................................................236
Additional Agreements.....................................................................................236
Amendment.................................................................................................236
Waiver....................................................................................................236
STOCKHOLDER AND VOTING AGREEMENT.............................................................................236
THE DISTRIBUTION AGREEMENT...................................................................................237
MARKET FOR SECURITIES........................................................................................237
DESCRIPTION OF SECURITIES....................................................................................238
KINROSS PREFERRED SHARES.....................................................................................238
Dividends.................................................................................................238
Conversion................................................................................................238
Redemption; Put Right.....................................................................................238
Other Payments............................................................................................238
Voting Rights.............................................................................................238
Liquidation Preference....................................................................................238
KINAM CONVERTIBLE PREFERRED SHARES...........................................................................239
Dividends.................................................................................................239
Conversion................................................................................................239
Redemption................................................................................................239
Voting Rights.............................................................................................239
WARRANTS.....................................................................................................239
KINROSS COMMON SHARES........................................................................................239
Dividends.................................................................................................240
Liquidation...............................................................................................240
Voting....................................................................................................240
TRANSFER AGENT...............................................................................................240
COMPARISON OF RIGHTS OF HOLDERS OF KINROSS COMMON SHARES AND HOLDERS OF
CROWN COMMON STOCK........................................................................................240
GENERAL PROVISIONS...........................................................................................241
Authorized Capital........................................................................................241
Number of Directors.......................................................................................241
Director Qualifications...................................................................................242
Election of Directors by Zoloto...........................................................................242
Vacancy on the Board of Directors.........................................................................242
Removal of Directors......................................................................................243
Amendments to Governing Documents.........................................................................243
Quorum of Shareholders....................................................................................243
Special Shareholder Meetings..............................................................................244
Shareholder Consent Instead of a Meeting..................................................................244
Significant Transactions..................................................................................244
Shareholder Proposals and Advance Notice Requirements.....................................................245
Dissenters' Rights........................................................................................246
Shareholder Derivative Actions............................................................................247
Oppression Remedy.........................................................................................247
Payment of Dividends......................................................................................248
Repurchase of Shares......................................................................................248
Fiduciary Duties of Directors.............................................................................249
Indemnification of Officers and Directors.................................................................249
Director Liability........................................................................................250
Access to Corporate Records...............................................................................251
Transactions With Interested Directors....................................................................251
Anti-Takeover Provisions and Interested Shareholder Transactions..........................................252
TAX CONSEQUENCES.............................................................................................254
UNITED STATES FEDERAL TAX CONSEQUENCES.......................................................................254
General...................................................................................................254
United States Federal Tax Consequences of the Merger......................................................255
Withholding With Respect to Cash Paid in Lieu of Fractional Kinross Shares................................256
United States Federal Tax Consequences to U.S. Holders Owning and Disposing of
Kinross Common Shares..................................................................................256
Taxation of Dividends on Kinross Common Shares............................................................256
Taxation on Sale or Exchange of Kinross Common Shares.....................................................257
Passive Foreign Investment Company Considerations.........................................................258
U.S. Information Reporting and Backup Withholding.........................................................259
CANADIAN FEDERAL TAX CONSEQUENCES............................................................................260
U.S. Shareholders and Warrant Holders.....................................................................260
Canadian Shareholders and Warrant Holders.................................................................261
EXPERTS......................................................................................................262
VALIDITY OF KINROSS COMMON SHARES............................................................................262
WHERE YOU CAN FIND MORE INFORMATION..........................................................................262
GLOSSARY OF TECHNICAL TERMS USED IN THIS DOCUMENT............................................................264
MEASUREMENTS CONVERSION TABLE................................................................................280
INDEX TO FINANCIAL STATEMENTS................................................................................281
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
More Information" on page 262.
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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 DOCUMENTS ATTACHED AS APPENDICES TO
THIS PROXY STATEMENT/PROSPECTUS. ALL INFORMATION CONCERNING KINROSS INCLUDED IN
THIS DOCUMENT HAS BEEN FURNISHED BY KINROSS, AND ALL INFORMATION CONCERNING
CROWN INCLUDED IN THIS DOCUMENT HAS BEEN FURNISHED BY CROWN.
THE COMPANIES
KINROSS GOLD CORPORATION
Kinross is principally engaged in the exploration for and the
acquisition, development, and operation of gold bearing properties in 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 51.
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. Crown's corporate
website is www.crownresources.com. The information on Crown's website is not
incorporated by reference into this Proxy Statement/Prospectus. See "Business of
Crown" beginning on page 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
may lack the future financial resources necessary to complete the permitting
process and does not currently have the funds required to commence mining at the
Buckhorn Mountain Project site. In addition to permitting and capital costs,
Crown would be obligated to obtain the required bonding in order to commence
mining at the Buckhorn Mountain Project. Battle Mountain, the former joint
venture partner of Crown which had previously managed the Buckhorn Mountain
Project and provided significant access to financial resources, withdrew as a
result of permitting delays and associated costs and transferred its interest in
the Buckhorn Mountain Project to Crown in July 2001. Crown has no assurance that
it would have access to the financial funding necessary to commence operations
at the Buckhorn Mountain Project.
Kinross is an established gold mining company that owns the Kettle River
mill, the only operating ore
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processing facility located near the Buckhorn Mountain Project and within the
state of Washington. Kinross currently has access to the technical personnel and
funding necessary to pursue the permitting, construction, and operation of the
Buckhorn Mountain Project. The Kettle River mill and tailings facilities will be
used to process the ore from the Buckhorn Mountain Project and gives Kinross
unique permitting and operational synergies with the Buckhorn Mountain Project.
In addition, the increase in gold prices over the past two years supports the
development of the Buckhorn Mountain Project on an accelerated basis.
On the basis of the foregoing, the proposed merger substantially
eliminates future permitting and financial risks to the Crown shareholders'
interest in the development of the Buckhorn Mountain Project and, at the same
time, permits Kinross to take advantage of the synergies between its existing
operations and facilities and the Buckhorn Mountain Project. The merger terms
were determined in negotiations between Crown and Kinross and are, in the
opinion of Crown's board of directors, fair to the Crown shareholders. Two of
the members of the board of directors of Crown who are also employees will
receive termination payments in connection with the merger. See "The
Merger--Reasons for the Merger--Advantages and Disadvantages" beginning on page
220 and "The Merger--Interests of Certain Individuals" at page 223.
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 up to
13.5 million Kinross common shares in the merger. On completion of the merger,
Crown shareholders will hold approximately 3.9% 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 216.
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
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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 224.
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
Parr Waddoups Brown Gee & Loveless, A Professional Corporation, counsel
to Kinross, has delivered its opinion to Kinross and Crown that, based on the
assumed accuracy of factual assumptions and representations of Kinross and
Crown, the merger will qualify as a reorganization for U.S. federal income tax
purposes, which means that Crown shareholders and warrant holders generally will
not recognize any gain or loss on the merger for United States federal income
purposes, except with respect to the cash, if any, received in lieu of
fractional 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 254.
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 260.
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. Two members of the Crown board who are
also employees will receive termination payments in connection with the proposed
merger. See "The Merger--Interests of Certain Individuals" beginning on page
223.
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 216
and 139, respectively.
INTERESTS OF CERTAIN PERSONS IN THE MERGER
In June 2000, Crown entered into change in control agreements with each
of its executive officers. Completion of the merger will be considered a change
in control (as defined in the agreements) and will result in payments being made
to executives. See "The Merger--Interests of Certain Individuals" beginning on
page 223.
DISTRIBUTION OF SOLITARIO SHARES
Prior to the merger, Crown intends to distribute all of the 9,633,585
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
or shares withheld to avoid the distribution of fractional shares. If you are a
Crown shareholder as of [__________], 2004, 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 or if they
exercise their warrants after the merger. See
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"Agreements Relating to the Merger--The Distribution Agreement" beginning on
page 237.
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 233.
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 231 and "Stockholder and Voting Agreement" beginning on page 236.
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 September 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 234.
In some instances, termination of the merger agreement will require
Crown to pay to Kinross a termination fee of U.S. $2.0 million.
RESTRICTIONS ON RESALE OF KINROSS COMMON STOCK ISSUED IN THE MERGER
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Except for shares issued to "affiliates" of Crown, as that term is
defined in Rule 144 under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), all Kinross common shares to be issued to U.S. shareholders
of Crown in connection with the merger will be transferable without further
registration under the Securities Act. Sales by affiliates of Crown must be made
in accordance with the requirements of Rules 144 and 145 under the Securities
Act.
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 228.
COMPARISON OF SHAREHOLDER RIGHTS AND CORPORATE MATTERS
As of the effective time of the merger, Crown shareholders will cease to
own Crown shares and, to the extent they do not exercise dissenters' rights,
will become shareholders of Kinross. While the rights and privileges of
shareholders of a corporation organized under the Business Corporations Act
(Ontario) (the "OBCA"), such as Kinross are, in many instances, comparable to
those of shareholders of a Washington corporation such as Crown, there are
material differences.
For a discussion of significant differences in the rights of holders of
Crown common stock and the rights of holders of Kinross common shares, see
"Comparison of Rights of Holders of Kinross Common Shares and Holders of Crown
Common Stock" beginning on page 240.
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--Stockholder and Voting
Agreement" beginning on page 236.
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 229.
COMPARATIVE PER SHARE DATA
FINANCIAL PER SHARE DATA
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The following table sets forth, for the periods indicated, selected pro
forma per share amounts, prepared in accordance with CDN GAAP and U.S. GAAP, 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
unaudited pro forma consolidated financial statements of Kinross, together with
the relevant notes, adjustments, and assumptions thereto, and the historical
audited consolidated financial statements for the three years ended December 31,
2003, and related notes of each of Kinross and Crown included in this Proxy
Statement/Prospectus.
AS AT AND AS AT AND
FOR THE AS AT AND FOR THE AS AT AND
THREE FOR THE THREE FOR THE
MONTHS YEAR MONTHS YEAR
ENDED ENDED ENDED ENDED
MARCH 31, DECEMBER 31, MARCH 31, DECEMBER 31,
--------- ------------ --------- ------------
2004 2003 2004 2003
---- ---- ---- ----
CDN GAAP CDN GAAP U.S. GAAP U.S. GAAP
KINROSS COMMON SHARES
Net earnings:
Net earnings per share $ 0.04 $ 0.06 $ 0.04 $ (0.05)
Pro Forma 0.04 0.01 0.04 (0.09)
Cash dividends per Kinross common share:
Historical - - - -
Pro Forma - - - -
Book value per Kinross common share at period end:
Historical $ 5.23 $ 5.22 $ 5.22 $ 5.18
Pro Forma 5.30 5.29 5.29 5.24
CROWN COMMON STOCK
Net earnings:
Net (loss) earnings per share $ (0.02) $ (0.45) $ (0.02) $ (0.45)
Crown per share equivalent 0.01 0.00 0.01 (0.02)
Cash dividends per Crown common share:
Historical - - - -
Crown per share equivalent - - - -
Book Value per Crown common share at period end:
Historical $ 1.34 $ 1.36 $ 1.34 $ 1.36
Crown per share equivalent 1.54 1.54 1.56 1.54
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
has been calculated by multiplying the Kinross pro forma amounts by the exchange
ratio of 0.2911. Additional information regarding historical trading prices for
Kinross common shares can be found under "Market Price for Kinross Common
Shares" on page 153.
SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
Kinross' selected unaudited pro forma consolidated financial information
reflecting, among other things, the completion of the merger with Crown can be
found under the caption "Kinross Selected Financial Data--Kinross Gold
Corporation Selected Unaudited Pro Forma Consolidated Financial Information"
beginning on page 157 and in the financial statement presentation at F-A1.
TRADING PRICE DATA
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The table below presents the per share closing prices of Kinross common
shares on the TSX and the NYSE and Crown common stock on the OTC Bulletin Board
as of October 7, 2003, the last trading day before announcement of the merger
agreement, and June 30, 2004, 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. For more detailed trading price information
of Kinross common shares, see "Market Price for Kinross Common Shares" on page
153.
Kinross common Kinross common Crown common Crown common
shares (historical) shares (historical) stock (historical) stock (equivalent)
on the TSX on the NYSE OTC
October 7, 2003 $10.07 $7.58 $1.50 $2.21
June 30, 2004 $ 7.42 $5.56 $1.75 $1.62
Crown shareholders should obtain current market quotations for Kinross
common shares and Crown common stock in considering the proposal to approve the
plan of merger. No assurance can be given as to the market prices of Kinross
common shares or Crown common stock at any time before the merger or the market
price of Kinross common shares at any time after merger. The exchange ratio will
not be adjusted for increases or decreases in the market price of Kinross common
shares or Crown common stock, regardless of when they occur.
Kinross has not paid cash dividends on its common shares, and Crown has
not paid cash dividends on its common stock. Kinross has made an application
for, and the TSX has conditionally approved, the listing of the Kinross common
shares issuable in connection with the merger, subject to the receipt by the TSX
of (i) written confirmation of the date of completion of the merger and the
exact number of shares issued or to be issued; (ii) an executed copy of the
Acquisition Agreement and Plan of Merger and all other material agreements;
(iii) a copy of the form of any warrants assumed by Kinross as a result of the
merger; (iv) a customary legal opinion of counsel to Kinross regarding, among
other things, due authorization of the common shares issued in the merger; and
(v) payment of the required listing fee. Kinross filed an application for
listing with the NYSE.
CURRENCY AND EXCHANGE RATE DATA
References in this document to "$," "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 June 30, 2004, the noon
buying rate as reported by the Bank of Canada was CDN $1.3404 per U.S. $1.00.
This information should not be construed as a representation that the Canadian
dollar amounts actually represent, or could be converted into, U.S. dollars at
the rate indicated. See "Kinross Selected Financial Data--Exchange Rate Data" on
page 156.
GLOSSARY AND MEASUREMENTS CONVERSION TABLE
Technical terms relating to geology, mining, and related matters are
defined in the "Glossary of Technical Terms Used in this Document" beginning on
page 264. A table providing information for converting metric measurements to
imperial measurements is under "Measurements Conversion Table" on page 280.
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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
KINROSS' MINERAL EXPLORATION AND MINING OPERATIONS INVOLVE SIGNIFICANT RISKS,
INCLUDING THE DIFFICULT NATURE OF ESTABLISHING THE EXISTENCE OF ECONOMIC
MINERALIZATION, SIGNIFICANT UP-FRONT CAPITAL REQUIREMENTS, VARIABILITY IN
DEPOSITS, AND OTHERS THAT MAY RESTRICT KINROSS' ABILITY TO RECEIVE AN ADEQUATE
RETURN ON ITS CAPITAL IN THE FUTURE.
The exploration and development of mineral deposits involves significant
financial and other risks over an extended period of time, which even a
combination of careful evaluation, experience, and knowledge may not eliminate.
Few mining properties that are explored are ultimately developed into producing
mines. Major expenses are required to establish reserves by drilling and to
construct mining and processing facilities. Large amounts of capital are
frequently required to purchase necessary equipment. Delays due to equipment
malfunction or inadequacy may adversely affect Kinross' results of operations.
It is impossible to ensure that the current or proposed exploration programs on
properties in which Kinross has an interest will result in profitable commercial
mining operations.
Whether a gold deposit will be commercially viable depends on a number
of factors, including the particular attributes of the deposit, such as its size
and grade, costs and 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 RISKS CAUSED BY VARIOUS EXTERNAL FACTORS, INCLUDING LEGAL
LIABILITY CREATED BY ITS OPERATIONS.
The operations of Kinross are subject to the hazards and risks normally
incident to exploration, development, and production of gold, any of which could
result in damage to life or property, environmental damage and possible legal
liability for such damage. The activities of Kinross may be subject to prolonged
disruptions due to weather conditions depending on the location of operations in
which Kinross has interests. Hazards, such as unusual or unexpected formations,
faults and other geologic structures, rock bursts, pressures, cave-ins,
flooding, or other conditions may be encountered in the exploration, mining, and
removal of material.
CHANGES TO THE EXTENSIVE FOREIGN REGULATORY AND ENVIRONMENTAL RULES AND
REGULATIONS TO WHICH KINROSS IS SUBJECT COULD HAVE A MATERIAL ADVERSE EFFECT ON
KINROSS' FUTURE OPERATIONS.
Kinross' mining and processing operations and exploration activities in
the Americas, Russia, 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.
10
CHANGES TO THE EXTENSIVE UNITED STATES REGULATORY AND ENVIRONMENTAL RULES AND
REGULATIONS TO WHICH KINROSS IS SUBJECT COULD HAVE A MATERIAL ADVERSE EFFECT ON
KINROSS' FUTURE OPERATIONS.
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.
KINROSS IS SUBJECT TO RISKS AND EXPENSES RELATED TO RECLAMATION COSTS AND
RELATED LIABILITIES. INCREASES IN THESE COSTS OVER CURRENT ESTIMATES COULD HAVE
A MATERIAL ADVERSE EFFECT ON KINROSS.
Kinross is generally required to submit for government approval a
reclamation plan and to pay for the reclamation of its mine sites upon the
completion of mining activities. Kinross estimates its share of reclamation
closure obligations as of December 31, 2003, at $146.3 million based on
information currently available. In addition, Kinross spent $19.3 million in
2003 and plans reclamation spending of approximately $19.2 million in 2004 as
part of its current closure plans and to get as many closure projects as
possible to post-closure monitoring by the end of 2005. Any increases over the
current estimates of these costs could have a material adverse effect on
Kinross.
KINROSS IS SUBJECT TO RISKS RELATED TO ENVIRONMENTAL LIABILITY, INCLUDING
LIABILITY FOR ENVIRONMENTAL DAMAGES CAUSED BY MINING ACTIVITIES PRIOR TO
OWNERSHIP BY KINROSS. THE PAYMENT OF SUCH LIABILITIES WOULD REDUCE FUNDS
OTHERWISE AVAILABLE AND COULD HAVE A MATERIAL ADVERSE EFFECT ON KINROSS.
Mining, like many other extractive natural resource industries, is
subject to potential risks and liabilities associated with pollution of the
environment and the disposal of waste products occurring as a result of mineral
exploration and production. Environmental liability may result from mining
activities conducted by others prior to the ownership of a property by Kinross.
The payment of such liabilities would reduce funds otherwise available and could
have a material adverse effect on Kinross. Should Kinross be unable to fund
fully the cost of remedying an environmental problem, Kinross might be required
to suspend operations or enter into interim compliance measures pending
completion of the required remedy, which could have a material adverse effect on
the operations and business of Kinross.
KINROSS' OPERATIONS COULD BE ADVERSELY AFFECTED BY CHANGES IN MINING LAWS
RELATED TO ROYALTIES, NET PROFITS INTERESTS, LAND AND MINERAL OWNERSHIP AND
SIMILAR MATTERS.
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.
Any 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.
11
CERTAIN CHARACTERISTICS OR MANAGEMENT DECISIONS OF KINROSS MAY NEGATIVELY AFFECT
UNITED STATES SHAREHOLDERS TO A GREATER EXTENT THAN THEY DO SHAREHOLDERS OF
OTHER NATIONALITIES.
The Kinross common shares that will be distributed to the former Crown
shareholders in the merger are shares of a Canadian corporation. Various United
States tax provisions apply only to foreign corporations or apply differently to
foreign corporations than they do to domestic corporations. The differences that
are currently material to United States' residents who hold Kinross common
shares are described in the section of this Proxy Statement/Prospectus entitled
"Tax Consequences." Other provisions may adversely affect U.S. holders of the
Kinross common shares in the future. As the managers of a Canadian company with
global operations and a substantial non-U.S. shareholder base, management of
Kinross may conduct its operations in a manner that does not maximize the value
of such operations either after tax or in United States dollars, or even the
value of the Kinross common shares.
FLUCTUATIONS IN UNITED STATES AND CANADIAN EXCHANGE RATES MAY NEGATIVELY AFFECT
THE PRICE OF KINROSS' COMMON SHARES IN UNITED STATES DOLLARS.
Fluctuations in the exchange rate between Canadian and United States
dollars may affect the United States dollar value of the Kinross common shares
in ways that are different than changes in the Canadian dollar value of Kinross
common shares.
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. A SIGNIFICANT REDUCTION IN
THESE RESERVES AND RESOURCES OR IN THEIR ESTIMATES COULD NEGATIVELY AFFECT THE
PRIOR OF KINROSS' STOCK.
The figures for reserves and resources presented herein, including the
anticipated tonnages and grades that will be achieved or the indicated level of
recovery that will be realized, are estimates. Market fluctuations in the price
of gold or increases in the costs to recover gold at Kinross' mines may render
the mining of ore reserves uneconomical and materially harm Kinross' results of
operations. Moreover, various short-term operating factors 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 $325 and $350 per ounce, respectively, and measured and
indicated resources for Kinross were calculated based upon a gold price of $350
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
12
assumptions, including changes that result from variances between projected and
actual results, could result in material downward revision to current estimates.
Approximately 19% of Kinross' proven and probable reserves are located
on properties that are not currently being operated. Commencement of operations
and recovery of these reserves is dependent on obtaining the required operating
permits. If Kinross could not obtain the necessary permits, its future
operations would be negatively impacted.
THE MINERAL RESOURCES OF KINROSS MAY NOT BE ECONOMICALLY DEVELOPABLE, IN WHICH
CASE KINROSS MAY NEVER RECOVER ITS EXPENDITURES FOR EXPLORATION AND/OR
DEVELOPMENT.
Mineral resources that are not mineral reserves do not have demonstrated
economic viability. Due to the uncertainty of inferred mineral resources, these
mineral resources may never be upgraded to proven and probable mineral reserves.
IF KINROSS DOES NOT DEVELOP ADDITIONAL MINERAL RESERVES, IT MAY NOT BE ABLE TO
SUSTAIN FUTURE OPERATIONS WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON ITS
FUTURE OPERATIONS.
Because mines have limited lives, Kinross must continually replace and expand
its mineral reserves as its mines produce gold. The life-of-mine estimates
included in this Proxy Statement/Prospectus for each of Kinross' material
properties may prove incorrect. Kinross' ability to maintain or increase its
annual production of gold will significantly depend on its ability to bring new
mines into production and to expand mineral reserves at existing mines.
THE OPERATIONS OF KINROSS OUTSIDE OF NORTH AMERICA MAY BE ADVERSELY AFFECTED BY
CHANGING POLITICAL, LEGAL, AND ECONOMIC CONDITIONS.
Kinross has mining and exploration operations in South America, Russia,
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.
Future political and economic conditions in these countries may result
in these governments adopting different policies respecting foreign development
and ownership of mineral resources. Any changes in policy may result in changes
in laws affecting ownership of assets, foreign investment, taxation, rates of
exchange, gold sales, environmental protection, labor relations, price controls,
repatriation of income, and return of capital, which may affect both the ability
of Kinross to undertake exploration and development activities in respect of
future properties in the manner currently contemplated, as well as its ability
to continue to explore, develop, and operate those properties to which it has
rights relating to exploration, development, and operations. A future government
of these countries may adopt substantially different policies, which might
extend to, as an example, expropriation of assets.
THERE ARE SIGNIFICANT CURRENCY AND TAX RISKS RELATED TO KINROSS' RUSSIAN
OPERATIONS, WHICH COULD ADVERSELY AFFECT KINROSS' RUSSIAN OPERATIONS.
Kinross is subject to the considerations and risks of operating in the
Russian Federation. The Russian economy continues to display characteristics of
an emerging market. These characteristics include, but are not limited to, a
currency that is not freely convertible outside of the country and extensive
currency controls. The prospects for future economic stability in the Russian
Federation are largely dependent upon the effectiveness of economic measures
undertaken by the government, together with legal, regulatory, and political
developments.
Russian laws, licenses, and permits have been in a state of change and
new laws may be given retroactive effect. It is also not unusual in the context
of dispute resolution in Russia for parties to use the uncertainty in the
Russian legal environment as leverage in business negotiations. In addition,
Russian tax legislation is subject to
13
varying interpretations and constant change. Further, Kinross' interpretation of
tax legislation as applied to its transactions and activities may not coincide
with that of Russian tax authorities. As a result, transactions may be
challenged by tax authorities and Kinross' Russian operations may be assessed,
which could result in significant additional taxes, penalties and interest. The
periods remain open to review by the tax authorities for three years. See
"Business of Kinross--Legal Proceedings--Russia" beginning on page 137.
ZIMBABWE AND BRAZIL SUFFER FROM SIGNIFICANT ECONOMIC INSTABILITY WHICH COULD
ADVERSELY AFFECT KINROSS' OPERATIONS IN THOSE COUNTRIES.
Kinross is subject to risks relating to an uncertain or unpredictable
political and economic environment in Zimbabwe and Brazil. In the short term,
significant economic instability in these regions is expected to negatively
impact the business environment and may lead to long-term negative changes in
the approaches taken with respect to ownership of natural resources by foreign
companies. In the case of Zimbabwe, in 2001, Kinross recorded a writedown of
$11.8 million relating to Kinross' inability to manage this operation because of
political turmoil creating inflationary pressure within Zimbabwe, difficulty in
accessing foreign currency to pay for imported goods and services, and civil
unrest. Due to Kinross' continuing inability to control distributions from the
operations in Zimbabwe, Kinross stopped reporting mining production in 2003.
KINROSS REQUIRES THE ISSUANCE AND RENEWAL OF LICENSES AND PERMITS IN ORDER TO
CONDUCT ITS OPERATIONS, AND FAILURE TO RECEIVE THESE LICENSES MAY RESULT IN
DELAYS IN DEVELOPMENT OR CESSATION OF CERTAIN OPERATIONS.
The operations of Kinross require licenses and permits from various
governmental authorities to exploit its properties, which will include the
Buckhorn Mountain Project subsequent to the merger, and the process for
obtaining licenses and permits from governmental authorities often takes an
extended period of time and is subject to numerous delays and uncertainties.
Such licenses and permits are subject to change in various circumstances.
Kinross may be unable to timely obtain or maintain in the future all necessary
licenses and permits that may be required to explore and develop its properties,
commence construction or operation of mining facilities and properties under
exploration or development or to maintain continued operations that economically
justify the cost.
THE SUCCESS OF KINROSS IS DEPENDENT ON GOLD PRICES OVER WHICH IT HAS NO CONTROL.
The profitability of Kinross' operations are significantly affected by
changes in the market price of gold. Gold prices fluctuate on a daily basis and
are affected by numerous factors beyond the control of Kinross. The supply and
demand for gold, the level of interest rates, the rate of inflation, investment
decisions by large holders of gold, including governmental reserves, and
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, AND THE SUCCESS OF KINROSS WILL REQUIRE
PROFITABLE OPERATIONS IN THE FUTURE, WHICH CANNOT BE ASSURED.
Kinross had net losses of $30.9 million and $36.3 million for 2002 and
2001, respectively. Kinross' ability to operate profitably in the future
continues to depend on the success of its principal mines and on the price of
gold.
14
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, 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
mining claims. 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 includes provisions for obtaining a
patent, which is essentially equivalent to fee title, for an unpatented mining
claim upon compliance with certain statutory requirements (including the
discovery of a valuable mineral deposit). However, a Congressional moratorium
against the filing of new applications for a mineral patent is currently in
effect.
NUMEROUS OTHER COMPANIES COMPETE IN THE MINING INDUSTRY, MANY OF WHICH HAVE
GREATER RESOURCES AND TECHNICAL CAPACITY THAN KINROSS AND, AS A RESULT, KINROSS
MAY BE UNABLE TO EFFECTIVELY COMPETE IN ITS INDUSTRY, WHICH COULD HAVE A
MATERIAL ADVERSE EFFECT ON KINROSS' FUTURE OPERATIONS.
The mineral exploration and mining business is competitive in all of its
phases. Kinross competes with numerous other companies and individuals,
including competitors with greater financial, technical and other resources than
Kinross, in the search for and the acquisition of attractive mineral properties.
The ability of Kinross to 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. Kinross may be unable to compete successfully with its competitors
in acquiring such properties or prospects on terms it considers acceptable, if
at all.
KINROSS MAY REQUIRE ADDITIONAL CAPITAL THAT MAY NOT BE AVAILABLE.
The mining, processing, development, and exploration of Kinross'
properties may require substantial additional financing. Failure to obtain
sufficient financing may result in delaying or indefinite postponement of
exploration, development or production on any or all of Kinross' properties, or
even a loss of property interest. Additional capital or other types of financing
may not be available if needed or, if available, the terms of such financing may
be unfavorable to Kinross.
KINROSS' INSURANCE MAY NOT COVER THE RISKS TO WHICH ITS BUSINESS IS EXPOSED.
Kinross' business is subject to a number of risks and hazards generally,
including adverse environmental conditions, industrial accidents, labor
disputes, adverse property ownership claims, unusual or unexpected geological
conditions, ground or slope failures, cave-ins, changes in the regulatory
environment and natural phenomena such as inclement weather conditions, floods
and earthquakes. Such occurrences could result in damage to mineral properties
or production facilities, personal injury or death, environmental damage to
Kinross' properties or the properties of others, delays in mining, monetary
losses and legal liability.
Kinross' insurance does not cover all the potential risks associated
with a mining company's operations. Kinross may also be unable to maintain
insurance to cover insurable risks at economically feasible premiums, and
insurance coverage may not be available in the future or may not be adequate to
cover any resulting 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 for which it is uninsured or for which
it elects not to insure because of premium costs or other reasons. Losses from
these events may cause Kinross to incur significant costs that could have a
material adverse effect upon its financial condition and results of operations.
15
THE OPERATIONS OF KINROSS IN VARIOUS COUNTRIES ARE SUBJECT TO CURRENCY RISK.
Currency fluctuations may affect the revenues which Kinross will realize
from its operations since gold is sold in the world market in United States
dollars. The costs of Kinross are incurred principally in Canadian dollars,
United States dollars, Russian rubles, Chilean pesos, Brazilian reals, and
Zimbabwean dollars. The appreciation of non-U.S. dollar currencies against the
U.S. dollar can increase the cost of gold production in U.S. dollar terms. While
the Russian ruble, Chilean peso, Brazilian real, and the Zimbabwean dollar are
currently convertible into Canadian and United States dollars, they may not
always be convertible in the future. See "Kinross Management's Discussion and
Analysis of Financial Condition and Results of Operations--Management's
Discussion and Analysis for the Years Ended December 31, 2002, 2002, and
2001--Risk Analysis" beginning at page 210 for a detailed discussion of examples
of the impact on Kinross' earnings of currency fluctuations and Canadian dollar
hedging for 2004.
KINROSS MAY NOT BE ABLE TO CONTROL THE DECISIONS AND STRATEGY OF JOINT VENTURES
TO WHICH IT IS A PARTY.
Some of the mines in which Kinross owns interests are operated through
joint ventures with other mining companies and are subject to the risks normally
associated with the conduct of joint ventures. The existence or occurrence of
one or more of the following circumstances and events could have a material
adverse impact on Kinross' profitability or the viability of its interests held
through joint ventures, which could have a material adverse impact on Kinross'
results of operations and financial condition:
- inability to exert influence over strategic decisions made in
respect of joint venture properties;
- disagreement with partners on how to develop and operate mines
efficiently;
- inability of partners to meet their obligations to the joint
venture or third parties; and
- litigation between partners regarding joint venture matters.
THE FAILURE OF KINROSS TO PAY ROYALTIES WOULD ADVERSELY AFFECT ITS BUSINESS AND
OPERATIONS.
Kinross' mining properties are subject to various royalty and land
payment agreements. Failure by Kinross to meet its payment obligations under
these agreements could result in the loss of related property interests.
THE COMMODITY HEDGING ACTIVITIES OF KINROSS MAY HAVE AN ADVERSE EFFECT ON ITS
RESULTS OF OPERATIONS.
Kinross has historically reduced its exposure to gold price fluctuations
by engaging in hedging activities. In 2002, Kinross changed its hedging strategy
and discontinued its hedging activities for gold. If Kinross were to resume its
hedging activities, it may be unable to achieve realized prices for gold
produced in excess of average market prices. Hedging may not adequately protect
against declines in the price of gold. Hedging may prevent Kinross from
benefiting fully from gold price increases. Currency hedging involves risks and
may require margin activities. Sudden fluctuations in currencies could result in
margin calls that could have an adverse effect on Kinross' financial position.
Sudden fluctuations in the price of gold could result in margin calls that could
have an adverse effect on the financial position of Kinross. See "Kinross
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Management's Discussion and Analysis for the Years Ended December
31, 2002, 2002, and 2001--Risk Analysis" at page 210 for a detailed discussion
of Kinross' hedging activities.
THE BUSINESS OF KINROSS IS DEPENDENT ON GOOD LABOR AND EMPLOYMENT RELATIONS.
Production at Kinross' mines is dependent upon the efforts of employees
of Kinross. Relations between Kinross and its employees may be impacted by
changes in labor relations which may be introduced by, among others, employee
groups, unions, and the relevant governmental authorities in whose jurisdictions
Kinross carries on business. Adverse changes in such legislation or in the
relationship between Kinross with its employees may have a material adverse
effect on Kinross' business, results of operations, and financial condition.
16
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. Kinross may be unable to complete any acquisition or business
arrangement that it pursues on favorable terms. Any acquisitions or business
arrangements completed may not ultimately benefit Kinross' business.
CHANGES IN THE MARKET PRICE OF KINROSS COMMON SHARES MAY BE UNRELATED TO ITS
RESULTS OF OPERATIONS AND COULD HAVE AN ADVERSE IMPACT ON KINROSS.
The Kinross common shares are listed on the TSX and the NYSE. The price
of the Kinross common shares is likely to be significantly affected by
short-term changes in gold price or in its financial condition or results of
operations as reflected in its quarterly earnings reports. Other factors
unrelated to the performance of Kinross that may have an effect on the price of
the Kinross common shares include the following: a reduction in analytical
coverage by investment banks with research capabilities; a drop 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.
THE LOSS OF KEY EXECUTIVES COULD ADVERSELY AFFECT KINROSS.
Kinross has a relatively small executive management team. See
"Management of Kinross--Officers" beginning on page 141.
In the event that the services of one or a number of these executives
were no longer available, Kinross and its business could be adversely affected.
Kinross does not carry key-man life insurance with respect to its executives.
Other than severance agreements, described under "Management of
Kinross--Executive Compensation--Employment Contracts" beginning on page 145,
Kinross does not have employment agreements with its executive officers.
17
KINROSS IS SUBJECT TO CERTAIN LEGAL PROCEEDINGS.
Kinross is a party to the legal proceedings described under the caption
"Business of Kinross--Legal Proceedings" beginning on page 135. 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.
These executives and accountants reside in Canada, making it difficult or
impossible to effect service upon them in the United States. As a result, it may
be difficult to effect service in the United States or enforce a judgment
obtained in the United States against Kinross or any such persons. Execution by
United States courts of any judgment obtained against Kinross or its officers or
directors in United States courts would be limited to the assets of Kinross or
such persons, as the case may be, located in the United States. Additionally, it
may be difficult for you to assert civil liabilities under United States
securities laws in original actions instituted in Canada.
RISKS RELATING TO THE MERGER
THE PRICE OF THE KINROSS COMMON SHARES THAT THE CROWN SHAREHOLDERS WILL RECEIVE
IN THE MERGER WILL FLUCTUATE BETWEEN NOW AND THE TIME THE MERGER IS COMPLETED.
The number of Kinross common shares that Kinross will issue to the
former Crown shareholders in the merger will not be adjusted as a result of any
change in the price of the Kinross common shares or the Crown common stock.
Therefore, the total market price of the Kinross common shares that the Crown
shareholders will receive in the merger will depend on the market price of the
Kinross common shares at the time of the merger. That price may be lower than
the market price on the date the merger was announced, the date the merger
agreement was signed, the date of this Proxy Statement/Prospectus, or the date
of the Crown shareholders' meeting. Because the merger will occur after the date
of the Crown shareholders' meeting, you will not know the exact market price of
the Kinross common shares that will be issued in the merger at the time you vote
on it.
There are many factors that could cause the market price of the Kinross
common shares to decrease, including adverse changes in the business,
operations, or prospects of Kinross or the combined company, the timing of the
merger, general market and economic conditions, and other factors described in
this Proxy Statement/Prospectus. Crown will not have the right to terminate the
merger agreement or to resolicit the vote of its shareholders based on changes
in the price of the Kinross common shares. After the merger, the market price of
the Kinross common shares will continue to fluctuate based on factors both
within and beyond Kinross' control.
THE TERMS OF THE MERGER MAY NOT REFLECT THE VALUE OF KINROSS OR CROWN.
The terms of the merger and the determination of the number of Kinross
common shares to be issued to the Crown shareholders represent determinations
arrived at during the negotiation process for the purpose of calculating the
relative values to be assigned to the parties. The number of shares was not
fixed based on traditional indicators of value such as the earnings of Crown,
its market share, return on assets, revenues, or market capitalization since
Crown is an exploration company. The Kinross common shares to be issued to the
Crown shareholders 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.
18
CROWN SHAREHOLDERS MUST PERFORM THEIR OWN ANALYSIS OF THE TRANSACTION.
Neither the board of directors of Kinross nor the board of directors of
Crown formed a special committee to evaluate the fairness of the proposed merger
to unaffiliated shareholders. The lack of consideration by a disinterested
committee means that the shareholders will be relying exclusively on the
recommendation of the board of directors of Crown, financial information
concerning Crown and Kinross contained in this Proxy Statement/Prospectus, their
own analysis of the condition of both companies, the prospects for the business
of Kinross following the merger, and the terms of the merger in deciding whether
or not to approve the transaction. Certain individuals on the Crown board are
subject to conflicts of interests in connection with the proposed merger. See
"The Merger--Interests of Certain Individuals" beginning on page 223.
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 3.9% of the issued and outstanding
Kinross common shares and, consequently, will not have a substantive say in any
matter submitted to the Kinross shareholders.
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CAUTIONARY STATEMENT
--------------------------------------------------------------------------------
This Proxy Statement/Prospectus contains "forward-looking statements."
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 Kinross currently believes to be
material, which are identified under "Risk Factors," other factors not currently
viewed as material could cause actual results to differ materially from those
described in the forward-looking statements include, among others, risks related
to the integration of acquisitions; 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; failure of plant, equipment or
processes to operate as anticipated; accidents, labor disputes and other risks
of the mining industry; and unanticipated delays. 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.
19
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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.
Two of the members of the Crown board who are also employees will receive
termination payments in connection with the consummation of the proposed merger.
See "The Merger--Interests of Certain Individuals."
RECORD DATE AND VOTING POWER
Crown's board of directors has fixed the close of business on
[______________], 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.
20
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--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.
21
If your broker holds your shares in "street name," your broker will vote
your shares only if you provide instructions on how to vote. Your broker will
provide directions on how to instruct it to vote your shares. Note that, if the
holder of record of your shares is your broker, bank, or other nominee and you
wish to vote at the special meeting, you must have a "legal" proxy from your
broker, bank, or other nominee authorizing you to vote those shares.
You may revoke your proxy at any time before it is voted by delivering
to Crown, to the attention of James R. Maronick, 4251 Kipling Street, Suite 390,
Wheat Ridge, Colorado 80033, a written notice of revocation or a new proxy card
dated after the first one relating to the same shares, or by attending the Crown
shareholder meeting and voting in person. Attendance at the Crown meeting will
not, by itself, constitute the revocation of the proxy.
SOLICITATION OF PROXIES AND EXPENSES
Crown will bear the costs of soliciting proxies. Proxies will initially
be solicited by mail, but executive officers, directors, and selected other
employees of Crown may also solicit proxies in person or by telephone or
facsimile. Such persons who solicit proxies will not be specially compensated
for such services. We will request nominees, fiduciaries, and other custodians
to forward soliciting materials to beneficial owners and reimburse them for
their reasonable expenses. BROKERAGE HOUSES, NOMINEES, FIDUCIARIES AND OTHER
CUSTODIANS WILL BE REQUESTED TO FORWARD SOLICITING MATERIALS TO BENEFICIAL
OWNERS AND WILL BE REIMBURSED FOR THEIR REASONABLE EXPENSES INCURRED IN SENDING
PROXY MATERIALS TO BENEFICIAL OWNERS.
PROPOSAL TO APPROVE ADJOURNMENT OF SPECIAL MEETING
Crown is submitting a proposal for consideration at the special meeting
to authorize the named proxies to approve one or more adjournments of the
special meeting if there are not sufficient votes to approve the plan of merger
at the time of the special meeting. Even though a quorum may be present at the
special meeting, it is possible that Crown may not have received sufficient
votes to approve the plan of merger by the time of the special meeting. In that
event, Crown would need to adjourn the special meeting in order to solicit
additional proxies. The adjournment proposal relates only to an adjournment of
the special meeting for purposes of soliciting additional proxies to obtain the
requisite shareholder approval to approve the plan of merger. Any other
adjournment of the special meeting (E.G., an adjournment required because of the
absence of a quorum) would be voted upon pursuant to the discretionary authority
granted by the proxy.
To allow the proxies that have been received by Crown at the time of the
special meeting to be voted for an adjournment, if necessary, Crown is
submitting a proposal to approve one or more adjournments to Crown shareholders
for their consideration. Approval of the adjournment proposal requires the
affirmative vote of holders of a majority of the shares of Crown common stock
who cast "FOR" 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.
22
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. As of June 7, 2004, Crown owns 37.1% 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 the United States, Brazil,
Bolivia, and Peru.
Crown's principal expertise is in identifying properties and mineral
interests with promising mineral potential, acquiring these properties and
interests 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.
23
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 8, 2003, Crown announced that it would be distributing its
holdings of 9,633,585 shares of Solitario's common stock, other than shares
withheld to meet its contractual obligations to warrant holders and to avoid the
distribution of fractional shares to its shareholders. Crown plans to make this
distribution prior to closing the merger with Kinross.
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
equity interest in Solitario.
On November 21, 2003, the Secured Notes were called for redemption, and
prior to December 31, 2003, $1,994,000 in Secured Notes were converted into
5,679,142 shares of Crown common stock with the remainder being redeemed for
cash.
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.
24
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 primarily 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.
25
[PICTURE]
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
The Buckhorn Mountain Project is located in the Okanogan Highlands, a
mountainous terrain 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
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.
26
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.
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 skarn system formed at the southern contact between a
diorite-granodiorite intrusive and sediments and volcanic rocks of Triassic age.
Both the skarn system and the gold-mineralized body are largely tabular and flat
lying in geometry. The skarn system shows a zonation in its composition when
observed in relation to the intrusive pluton. Gold mineralization can be both
concordant with the skarn or cross-cutting it. 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.
27
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
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.
The mineral reserves 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.
A summary of the major assumptions is provided below:
Toll milling contract costs: $20 per ton
Gold price: $350 per ounce
Gold recovery from mined ore: 90%
Economic cut off grade (ounces gold/ton): 0.19
Daily production rate: 1,500 tons
Total operating costs: $201 per ounce of gold recovered (including toll milling
agreement cost)
Initial capital costs: $32.6 million (including contingency reserve of $2.6 million)
Sustaining capital, life of mine: $10.0 million
28
Mineral reserves were estimated based on an estimated gold price of U.S.
$350 per ounce at December 31, 2003. The value of contained silver in the ore
was ignored. The gold market price at the time of reporting of the reserves was
substantially higher than the level used in estimating. However, the gold market
price has been lower during recent time periods. If the gold 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
estimated gold price is assumed. For example, at a gold price of $325 per ounce
and a cutoff of 0.20 ounces of gold per ton, probable reserves would be
approximately 2,979,800 tons of ore grading at 0.33 ounces of gold per ton,
resulting in 975,300 ounces of mineable reserve.
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, some of which will have to be reacquired as part of the
ongoing permitting process.
As part of the analysis of the Buckhorn Mountain Project subsequent to
the January 2000 PCHB ruling, Crown retained Gochnour and Associates
("Gochnour") to review the required permits for a potential combination
underground/open-pit-mine design for the Buckhorn Mountain Project ore deposit.
Gochnour indicated this mine design would require conducting additional baseline
studies and collecting data for modeling to amend previously approved permits as
well as to obtain permits for activities that were not previously contemplated,
for example the underground mining effects on ground water. Gochnour indicated
the underground alternative would also require mitigation of environmental
impacts. The Gochnour report concluded the proposed mine design is legally
permittable.
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.
Subsequent to the signing of the toll milling agreement with Echo Bay
Minerals, Crown filed an amended plan of operations as outlined in the SRK
feasibility study that provides for trucking of ore from the mine to the Kettle
River processing facility owned by Echo Bay Minerals. This amended plan further
reduces environmental impacts in comparison to the initial Buckhorn Mountain
Project Plan of Operations.
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" below.
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" below and "Crown Management's Discussion and
Analysis of Financial Condition and Results of Operations" beginning on page 37.
29
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 any capitalized costs or mineral reserves. 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 to Crown shareholders prior to
completion of the merger. If the distribution occurs, Crown will have
essentially no interest in Solitario as of the effective date of the merger.
MINERAL PROPERTY AND EXPLORATION EXPENDITURE OVERVIEW
During 2003, Crown incurred $1,168,000 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 $6,000 in property taxes and $17,000
in annual rental fees 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. If the proposed merger with Kinross is not completed,
Crown has budgeted $1,400,000 for permitting and development at the Buckhorn
Mountain Project for 2004.
Payments on unpatented
Property mining claims in 2003 Crown's share of costs in 2003
-------------------------------- ---------------------------- --------------------------------
Buckhorn Mountain Project $15,000 $15,000
Kings Canyon 2,000 2,000
------- -------
Total $17,000 $17,000
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.
30
EMPLOYEES
As of June 30, 2004, 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. Solitario reimburses Crown for
direct out-of-pocket expenses; payment of 25% of total corporate administrative
costs for executive and technical salaries, benefits, and expenses; 50% of total
corporate administrative costs for financial management and reporting salaries,
benefits, and expenses; and 75% of total corporate administrative costs for
investor relations salaries, benefits, and expenses. These allocations are based
on estimated time and expenses spent by Crown management and employees on Crown
activities and Solitario activities. Management of Crown believes these
allocations are reasonable and the allocations are periodically reviewed by
management and approved by independent Board members of both Crown and
Solitario.
Effective with the completion of the distribution of the Solitario
common stock and assuming the merger is successfully consummated, the management
agreement will be terminated and Solitario will procure the services of the
Crown employees directly. In the event that the merger is not successfully
completed, it is anticipated that the management agreement would continue under
the same or similar terms.
LEGAL PROCEEDINGS
Crown is not currently involved in any legal proceedings. Crown is not
aware of any legal challenge to its current proposed mining plans at the
Buckhorn Mountain Project. However, beginning in March 1997, the prior attempt
to permit the Crown Jewel Project (as it was then known) was subject to various
legal challenges in Washington State court, United States District Court, and
administrative hearings. Prior permitting efforts centered on Battle Mountain's
proposed open pit mine. That plan of operations is no longer being pursued. The
currently proposed plan of operations calls for an underground mine, which Crown
anticipates will address many of the prior concerns. Most notably, the current
proposed plan substantially reduces the number of surface acres that will be
impacted by mining operations and utilizes the existing Kettle River processing
facility owned by Kinross, so that a new processing facility will no longer need
to be constructed at or near the proposed mine. Although none of the previous
legal challenges or protests relates to Crown's current proposed plan of
operations, Crown cannot make assurances that future litigation will not be
filed.
On April 16, 1992, Crown filed a patent application with the United
States Department of the Interior relating to the property underlying the
Buckhorn Mountain Project. The Mining Law of 1872 of the United States allows
owners of unpatented mining claims that demonstrate economic viability of
mineralization discovered on such claims to apply for patent of the unpatented
claim. Patenting involves the transfer of surface ownership from the United
States Government to the successful patent applicant. Certain opposition groups
filed a protest to Crown's patent application with the Department of Interior.
Crown has filed a response to the protest. The Department of Interior has not
set a time frame for granting the patents or adjudicating the protest.
Approval of this patent application will not change the ultimate
ownership of the reserves at the Buckhorn Mountain Project. Currently, retention
of the mineral rights under the unpatented claims is subject to meeting certain
annual maintenance work requirements and the payment of annual claim fees.
Approval of the patent application will eliminate the annual maintenance and fee
requirements as well as combine perfected title to the surface rights with
Crown's existing mineral rights. If the Department of the Interior does not
grant the patents, it will not affect Crown's rights to mine the unpatented
claims nor require a modification to the currently proposed plan of operations
at the Buckhorn Mountain Project.
31
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: (i) issuance of $1,000,000 in cash; (ii) $2,000,000 in 10%
Convertible Secured Notes (the "Secured Notes") convertible into Crown common
shares at $0.35 per share; (iii) $4,000,000 of convertible unsecured
subordinated notes (the "Subordinated Notes") convertible into shares of Crown
common stock at $0.75 per share; and (iv) warrants, which expired in October
2006 that entitle the holders the right to purchase, in the aggregate, 5,714,285
shares of Crown common stock at an exercise price of $0.75 per share. The
interest on the Secured and Subordinated Notes was payable in cash or shares of
Crown common stock, at the conversion price, at Crown's election. In November
2003, all Subordinated Notes were automatically converted into shares of Crown
common stock. In December 2003, substantially all Secured Notes were converted
into shares of Crown common stock.
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. As of June 7, 2004,
$245,000 in Debenture certificates had not been presented. If all of these
Debentures are presented, the Disbursing Agent will distribute $16,000 in cash,
93,333 shares of Crown common stock from the converted Secured Notes (plus
interest accrued since June 11, 2002), 87,111 shares of Crown common stock from
the converted Subordinated Notes (plus interest accrued since June 11, 2002),
and warrants to acquire 93,333 shares of Crown common stock at an exercise price
of $0.75 per share. The Debenture holders have until June 2007 to present their
certificates, at which time any undistributed cash, stock, and warrants will
revert to Crown.
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.
32
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 June 7, 2004, the Signing
Shareholders collectively held 1,733,866 shares, or approximately 7.7%, of the
outstanding shares of Crown. As of June 7, 2004, assuming conversion of all
outstanding convertible debt and exercise of all warrants on a cash basis, the
Signing Shareholders collectively would hold 19,276,724 shares or approximately
38.9% of the fully diluted shares calculated on the same basis.
STOCKHOLDER AND VOTING AGREEMENT
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 convert
any Senior Notes held by them to common shares prior to the record date for the
special meeting and to vote all of the shares of Crown common stock owned by
them, as well as all shares of Crown common stock acquired by them, in favor of
the approval of the plan of merger, and against the acquisition of Crown by any
person other than Kinross. As of June 7, 2004, 2,012,458 shares of Crown common
stock were subject to the stockholder and voting agreement, representing
approximately 9% of the outstanding shares of Crown common stock. Parties to the
stockholder and voting agreement also hold $3,000,000 of Senior Notes which can
be converted into 8,771,429 shares, options to acquire 1,917,500 shares, and
warrants to acquire up to 8,771,429 shares. If all of these notes, options, and
warrants were converted or exercised prior to the record date for the special
meeting, the parties to the stockholder and voting agreement would hold
21,472,816 shares, or approximately 43.3% of the outstanding Crown common stock
on a fully diluted basis. See the section entitled "Agreements Relating to the
Merger--Stockholder and Voting Agreement."
33
--------------------------------------------------------------------------------
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
June 7, 2004, 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 390 965,491 24.8% 14.3%
Wheat Ridge, CO 80033 4.3% 7,079,777(9)
Zoloto Investors, LP
14701 St. Mary's Lane,
Suite 800 1,733,866(6) 48.2% 38.9%
Houston, TX 77079 7.7% 19,276,724(10)
Loeb Partners Corporation(22)
61 Broadway
New York, NY 10006 3,554,985 15.9% 3,554,985 15.9% 7.2%
Deephaven Domestic Capital
Management(22)
130 Cheshire Lane, Suite 102
Minnetonka, MN 55305
2,539,740 11.3% 2,539,740 11.3% 5.1%
Gary L. Blum
3104 Oak Lane
Dallas, TX 75226 71,234 0.3% 1,214,092(11) 5.2% 2.4%
Oliver Baring
Devon House
12-15 Dartmouth St.
London, SW1 H9BL, England 96,048 0.4% 1,524,620(12) 6.4% 3.1%
Coot Investments, Ltd.
Summerhays Farm
Cotleigh, Honiton
Devon, EX14 9HF
United Kingdom 918,924 4.1% 1,337,973(13) 5.9% 2.7%
Steven A. Webster 1,885,513(7) 8.4% 19,653,371(14) 48.9% 39.6%
Christopher M. Harte - - 175,000(15) 0.8% 0.4%
Christopher E. Herald 37,268(8) 0.2% 887,268(16) 3.8% 1.8%
Mark E. Jones, III 87,500 0.4% 175,000(17) 0.8% 0.4%
Brian Labadie - - 225,000(18) 1.0% 0.5%
F. Gardner Parker - - 200,000(19) 0.9% 0.4%
Ronald Shorr - - 175,000(15) 0.8% 0.4%
James R. Maronick 2,177 0.0% 532,177(20) 2.3% 1.1%
All directors and executive
officers as a group (nine 2,012,458 52.5% 45.4%
persons) 9.0% 22,522,816(21)
(footnotes contained on following page)
34
-------------------------
(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 June 7, 2004. The percentages are based on the total outstanding
shares as of that date of 22,428,806. In addition to the outstanding
common stock, as of June 7, 2004, Crown had outstanding convertible
debt, which can be converted into 10,485,714 shares of Crown common
stock; warrants to acquire up to 13,380,953 shares of Crown common
stock; and options to acquire up to 3,287,500 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 49,582,974 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 between Solitario and Zoloto.
(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. Solitario is a publicly-held corporation, whose
CEO is Christopher E. Herald, the CEO of Crown.
(10) Includes 5,714,286 shares available upon conversion of Crown 10%
convertible secured notes, 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. Steven A.
Webster is the sole member of the general partner of Zoloto.
(11) Includes 571,429 shares available upon conversion of Crown 10%
convertible senior notes and 571,429 shares available upon the exercise
of warrants.
(12) Includes 714,286 shares available upon conversion of Crown 10%
convertible senior notes and 714,286 shares available upon the exercise
of warrants.
(13) Includes 419,049 shares available upon conversion of Crown 10%
convertible secured notes and 419,049 shares available upon the exercise
of warrants.
(14) 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.
(15) Includes options to purchase 175,000 shares.
(16) Includes options to purchase 850,000 shares.
(17) Includes options to purchase 87,500 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 2,967,500 shares.
(22) Bob Grubin is a principal of Loeb Partners Corporation. Colin Smith is
the CEO of Deephaven Domestic Capital Management. Bruno Hanoman is the
investment manager of Coot Investments, Ltd.
35
--------------------------------------------------------------------------------
CROWN SELECTED HISTORICAL FINANCIAL INFORMATION
--------------------------------------------------------------------------------
The selected consolidated financial data set forth below as of and for
each of the five years in the period ended December 31, 2003, has been derived
from the audited consolidated financial statements of Crown (not all of which
financial statements are presented herein). The selected condensed consolidated
financial data set forth below as of and for each of the three months ended
March 31, 2004 and 2003, has been derived from the unaudited condensed
consolidated financial statements of Crown. The condensed financial statements
as of and for the three months ended March 31, 2004 and 2003, in the opinion of
Crown 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 interim periods
indicated. Crown's historical results are not necessarily indicative of results
to be expected in future periods and the results for the three months ended
March 31, 2004, should not be considered indicative of results expected for the
full fiscal year. The selected consolidated financial data should be read in
conjunction with Crown's Management's Discussion and Analysis of Financial
Condition and Results of Operations and the consolidated financial statements of
Crown and related notes thereto included elsewhere in this report.
BALANCE SHEET DATA: March 31, As of December 31,
-----------------------------------------------------------------
(in thousands) 2004 2003 2002(1) 2001(1) 2000(1) 1999(1)(2)
---- ---- ---- ---- ---- ----
Total assets $34,009 $34,446 $29,644 $31,030 $28,871 $30,514
Current portion of long term debt 49 49 70 18,302 15,000 -
Non-Current portion of long term debt 431 353 5,037 107 - 15,000
Working capital (deficit) 1,753 2,082 793 (15,713) (14,211) 4,881
Stockholders' equity $30,151 $30,244 $19,159 $11,630 $13,470 $13,785
INCOME STATEMENT DATA: March 31, Year ended December 31,
----------------------------------------------------------------------------------------
(in thousands, except per share amounts)(3) 2004 2003(5) 2003 2002(1) 2001(1) 2000(1)(2) 1999(1)(2)
---- ---- ---- ---- ---- ---- ----
Revenues and property sales $ - $ - $ - $ 171 $ 214 $ 6,057 $ 201
------- ------- ------- ------- ------- ------- -------
Income (loss) before change in
accounting principle (357) (423) (2,989) 2,091 (2,098) (688) (1,695)
Change in accounting principle(4) - - - - - - (8,451)
------- ------- ------- ------- ------- ------- --------
Net income (loss) $ (357) $ (423) $(2,989) $ 2,091 $(2,098) $ (688) $(10,146)
======= ======= ======= ======= ======= ======= ========
Basic income (loss) per share
before change in accounting principle $ (0.02) $ (0.10) $ (0.45) $ 0.65 $ (0.72) $ (0.24) $ (0.58)
Change in accounting principle - - - - - - (2.90)
------- ------- ------- ------- ------- ------- --------
Basic income (loss) per share $ (0.02) $ (0.10) $ (0.45) $ 0.65 $ (0.72) $ (0.24) $ (3.48)
======= ======= ======= ======= ======= ======= ========
Diluted income (loss) per share
before change in accounting principle $ (0.02) $ (0.10) $ (0.45) $ 0.10 $ (0.72) $(0.24) $ (0.58)
Change in accounting principle - - - - - - (2.90)
------- ------- ------- ------- ------- ------- --------
Diluted income (loss) per share $ (0.02) $ (0.10) $ (0.45) $ 0.10 $ (0.72) $ (0.24) $ (3.48)
======= ======= ======= ======= ======= ======= ========
-------------------------
(1) As restated. See note 12 to the 2003 Crown consolidated financial
statements starting on page F-E1.
(2) 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.
(3) All per share amounts have been adjusted to account for the one-for-five
reverse split pursuant to the Plan.
(4) 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.
(5) The financial statements for the three months ended March 31, 2003, have
been restated. See Note 8 to the condensed consolidated financial
statements on page F-E46.
36
--------------------------------------------------------------------------------
CROWN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
The following discussion should be read in conjunction with Crown's
consolidated financial statements for the years ended December 31, 2003, 2002,
and 2001, and the condensed consolidated financial statements for the three
months ended March 31, 2004 and 2003, included elsewhere in this report. Crown's
financial condition and results of operations are not necessarily indicative of
what may be expected in future years.
As discussed in Note 12 to the consolidated financial statements for the
years ended December 31, 2003, 2002, and 2001, Crown's financial statements as
of and for the years ended December 31, 2002 and 2001, have been restated. As
discussed in Note 8 to the condensed consolidated financial statements for the
three months ended March 31, 2004 and 2003, Crown's condensed consolidated
financial statements for the three months ended March 31, 2003 have been
restated. The following discussion and analysis of Crown's financial condition
and results of operations gives effect to the restatement.
BUSINESS OVERVIEW
Crown is a precious metals exploration company operating in the western
United States. At June 30, 2004, Crown owns 37.1% of Solitario Resources
Corporation ("Solitario"). Crown's investment in Solitario is accounted for
under the equity method of accounting. Solitario operates as a precious and base
metals exploration company in the United States, 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 is to advance its properties and mineral interests, either
on its own or through joint ventures, to the feasibility study stage and
thereafter to pursue their development, typically through a joint venture with a
partner that has expertise in mining operations. Crown has in the past
recognized, and expects in the future to recognize, revenues from the option and
sale of its properties and mineral interests to joint venture partners and from
the sale of its share of metals produced from its mineral interests.
On November 20, 2003, Crown executed a definitive agreement to merge
with Kinross Gold Corporation ("Kinross"), a Canadian corporation. The merger is
expected to be consummated in the second quarter of 2004, and is subject to the
approval of two-thirds of Crown's shareholders and customary closing conditions.
On October 8, 2003, Crown announced that it would be distributing its
holdings of 9,633,585 shares of Solitario's common stock other than shares
withheld to avoid the distribution of fractional shares (the "Spin-off"). Crown
plans to distribute substantially all of its shares of Solitario's common stock
to its shareholders prior to closing the merger with Kinross.
RECENT FINANCING TRANSACTIONS
As part of the Corporate Reorganization in 2002, Crown issued $2,000,000
in 10% convertible Secured Notes and $4,000,000 in convertible Subordinated
Notes. On November 21, 2003, the Secured Notes were called for redemption, and
prior to December 31, 2003, $1,994,000 of Secured Notes were converted into
5,679,142 shares of Crown common stock, with the remainder being redeemed for
cash. On October 31, 2003 and November 5, 2003, a total of $839,331 of
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.
On February 21, 2003, Crown issued $2.7 million of 10% Convertible
Subordinated B Notes. On November 5, 2003, $2,705,000 of Subordinated B Notes
automatically converted into 3,606,667 shares of Crown common stock.
37
CORPORATE REORGANIZATION
On March 8, 2002, Crown filed a voluntary petition for protection under
Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy") in the United
States Bankruptcy Court for the District of Colorado (the "Court"). As part of
the Bankruptcy, Crown filed a Plan of Reorganization (the "Plan") and a
Disclosure Statement with the Court on March 25, 2002. On May 30, 2002, the
Court confirmed the Plan, which became effective on June 11, 2002 (the
"Effective Date"). As part of the Plan, Crown restructured its existing $15
million 5.75% Convertible Subordinated Debentures due August 2001 (the
"Debentures").
The restructuring was completed through an exchange of outstanding
Debentures, including any accrued interest thereon for the following
consideration: (i) issuance of $1,000,000 in cash; (ii) $2,000,000 in 10%
Convertible Secured Notes (the "Secured Notes") convertible into Crown common
shares at $0.35 per share; (iii) $4,000,000 of convertible unsecured
subordinated notes (the "Subordinated Notes") convertible into shares of Crown
common stock at $0.75 per share; and (iv) warrants, which expired in October
2006 that entitle the holders the right to purchase, in the aggregate, 5,714,285
shares of Crown common stock at an exercise price of $0.75 per share. The
interest on the Secured and Subordinated Notes was payable in cash or shares of
Crown common stock, at the conversion price, at Crown's election. In November
2003, all Subordinated Notes were automatically converted into shares of Crown
common stock. In December 2003, substantially all Secured Notes were converted
into shares of Crown common stock.
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. As of June 7, 2004,
$245,000 in Debenture certificates had not been presented. If all of these
Debentures are presented, the Disbursing Agent will distribute $16,000 in cash,
93,333 shares of Crown common stock from the converted Secured Notes (plus
interest accrued since June 11, 2002) 87,111 shares of Crown common stock from
the converted Subordinated Notes (plus interest accrued since June 11, 2002),
and warrants to acquire 93,333 shares of Crown common stock at an exercise price
of $0.75 per share. The Debenture holders have until June 2007 to present their
certificates, at which time any undistributed cash, stock, and warrants will
revert to Crown.
RESULTS OF OPERATIONS
LIMITED REVENUE SOURCES
Crown currently has no source of recurring revenue and 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. Although Crown is in the late stages of the process of securing
the necessary permits for the development of the Buckhorn Mountain Project, it
cannot give any assurance regarding the timing of obtaining the required
permits.
Crown has historically derived its revenues from the option and sale of
property interests, interest income and to a lesser extent from payments on
royalty interests and the sale of its share of gold produced on its properties.
Revenues from the option and sale of property interests have consisted of a
small number of relatively large transactions. Such transactions have occurred,
and in the future are likely to occur, if at all, at irregular intervals and
have a significant impact on operating results in the periods in which they
occur. In the past, Crown's exploration and development expenditures, including
those of Solitario, have constituted the bulk of Crown's activities.
THREE MONTHS ENDED MARCH 31, 2004, COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2003
For the three months ended March 31, 2004, Crown had a net loss of
$357,000, or $0.02 per share, compared to net loss of $423,000, or $0.10 per
share for the three months ended March 31, 2003. The decrease in net loss per
share is primarily due to the additional shares outstanding related to the debt
conversion and warrant exercises in the fourth quarter of 2003. The reduction in
the net loss in 2004 primarily related to a reduction in variable option
compensation expense, which in turn is directly affected by changes in the
underlying price of Crown common shares. This reduction in variable option
compensation expense was partially offset by increases in general and
administrative costs associated with the Kinross merger, related costs and an
increase in the equity in
38
the loss of Solitario during the three months ended March 31, 2004, compared to
the same period in the prior year. Each of these items are discussed in more
detail below.
Exploration expense during the first three months of 2004 related to
certain property tax and option payments. There were no similar payments during
the first three months of 2003.
General and administrative expenses increased significantly to $283,000
in the first three months of 2004 from $133,000 in the same period of 2003,
primarily as a result of increased professional services fees for legal and
accounting related to Crown's pending merger with Kinross. Legal and accounting
costs were $149,000 and $51,000, respectively, in the first three months of 2004
compared to $21,000 and $18,000, respectively, in the first three months of
2003. Amounts charged to Solitario for management fees during the first quarter
of 2004 decreased to $89,000 from $97,000 in the first three months of 2003
primarily as a result of reduced activity in Solitario, compared to the prior
year. Other general and administrative costs, including salaries and other
personnel related costs, were comparable during the first quarter of 2004 and
2003. If the pending merger with Kinross is not completed, Crown expects the
2004 full-year general and administrative costs to be comparable to 2003 as a
result of ongoing professional service costs related to the merger, which Crown
incurred during the first three months of 2004 and the last three months of
2003.
Variable option compensation expense decreased significantly to $55,000
in the first quarter of 2004 compared to $416,000 in the same period of 2003,
primarily as a result of an decrease in the intrinsic value of stock options due
to a decrease in the value of Crown common stock from $2.58 per share at
December 31, 2003 to $2.26 per share at March 31, 2004. Under variable plan
accounting, which initially resulted from the re-pricing of existing options in
1999 and 1998, changes in the intrinsic value of the stock options are charged
(credited) to expense over the service period (the vesting period) of the
related options. Variable plan accounting continues until options are exercised,
cancelled or expire. Upon exercise, variable plan option expense is recorded for
the intrinsic value of the option on the date of exercise. If the pending merger
with Kinross is not completed, unless there is a similar or greater increase in
the market price of Crown common stock in 2004 compared to 2003, Crown would
expect the variable option expense to be less in 2004 than in 2003. If the
market price of Crown common stock declines during the remainder of 2004 from
the March 31, 2004 market price of $2.26 per share, Crown would record a credit
to expense for the change in the intrinsic value.
Crown's equity in the loss of Solitario was $202,000 in the first three
months of 2004, compared to $100,000 in the same period of 2003. The increased
loss resulted from Solitario's increased net exploration expense, higher general
and administrative costs, and decreased interest income during 2003. Solitario's
increased net exploration expense related to the majority of Solitario's
exploration costs on its Pedra Branca Project in Brazil being paid by its joint
venture partner on the Project. Solitario's net exploration cost increased from
$9,000 in the first three months of 2003 to $193,000 in the first three months
of 2004. In addition, Solitario also focused some of its exploration efforts in
the first three months of 2004 on newly-acquired projects which also contributed
to the increase compared to the same period of 2003. Additionally, Solitario had
higher general and administrative costs, which were $176,000 in the first
quarter of 2004 compared to $76,000 in the first quarter of 2003 as a result of
increased legal and accounting costs related to Solitario's filing of its Form
10 registration statement with the United States Securities and Exchange
Commission. If the distribution of Crown's holdings of Solitario common stock is
not completed, Crown expects their 2004 equity in loss of Solitario to be
comparable to 2003.
Crown recorded an income tax benefit of $185,000 in the first quarter of
2004 compared to an income tax benefit of $217,000 during the same period of
2003. The change was related to the level of pre-tax income in both periods.
Although Crown expects the spin-off of their interest in Solitario to Crown
stockholders to be a taxable transaction, Crown anticipates that it will not
result in current tax due to the utilization of net operating losses. If Crown's
pending merger with Kinross is not completed, Crown anticipates offsetting any
operating losses incurred in 2004 against Crown's existing deferred tax
liabilities at the statutory rate resulting in a tax benefit.
39
YEAR ENDED DECEMBER 31, 2003, COMPARED TO THE YEAR ENDED DECEMBER 31, 2002
For 2003, Crown had a net loss of $2,989,000, or $0.45 per basic and
diluted share, compared to net income of $2,091,000, or $0.65 and $0.10 per
basic and diluted share, respectively, in 2002. The net loss in 2003 primarily
resulted from a lack of any revenue during the year, along with variable option
compensation expense of $3,126,000 and other costs of Crown's operations
aggregating $1,609,000, with an offsetting income tax benefit of $1,720,000. The
net income in 2002 primarily resulted from a $171,000 gain on the sale of
Crown's Cord Ranch properties and a gain of $8,684,000 from the discharge of
convertible debentures in Crown's 2002 Corporate Reorganization, offset by
$387,000 in reorganization costs, variable option compensation expense of
$175,000, other costs of Crown's operations aggregating $1,406,000, and an
income tax provision of $4,867,000. Each of these items are discussed in more
detail below.
No amounts were reported as revenues and property sales in 2003, and
$171,000 was reported in 2002 in relation to the sale of the Cord Ranch
properties.
Exploration expense decreased to $27,000 in 2003 from $58,000 in 2002,
as Crown focused its efforts on completing the merger agreement with Kinross and
finalizing its Amended Plan of Operations for the Buckhorn Mountain Project.
General and administrative expenses increased significantly to $995,000
in 2003 from $432,000 in 2002, primarily as a result of increased professional
services costs and a decrease in amounts charged to Solitario, as a result of
modifications to the Management and Technical Services Agreement with Solitario
in July 2002. Legal and accounting costs were $526,000 in 2003 versus $81,000 in
2002. The increase in 2003 was primarily associated with costs in relation to
the pending Kinross merger. In addition, the 2002 costs were lower since certain
other legal and accounting costs were charged to reorganization costs in the
2002 statement of operations as in relation to the Corporate Reorganization. All
reorganization costs were related to Crown's bankruptcy in 2002, totaled
$387,000, and were reported separately on Crown's consolidated statement of
operations. Amounts charged to Solitario for management fees in 2003 decreased
to $351,000 from $449,000 in 2002 primarily as a result of a modification to the
Management Agreement in July 2002 whereby the percentage of certain finance and
administrative costs to be charged to Solitario decreased from 75% for both to
50% and 25%, respectively. Other general and administrative costs, including
salaries and other personnel related costs, were comparable from 2002 to 2003.
If Crown's pending merger with Kinross is not completed, Crown expects its
general and administrative costs to be comparable to 2003 during 2004 as a
result of ongoing professional service costs related to the merger, which Crown
has incurred during the first three months of 2004.
Variable option compensation expense increased significantly to
$3,126,000 in 2003 from $175,000 in 2002, primarily as a result of an increase
in the intrinsic value of stock options due to an increase in the value of Crown
common stock from $0.58 per share at December 31, 2002, to $2.58 per share at
December 31, 2003. Under variable plan accounting, which initially resulted from
the re-pricing of existing options in 1999 and 1998, changes in the intrinsic
value of the stock options are charged (credited) to expense over the service
period (the vesting period) of the related options. Variable plan accounting
continues until options are exercised, cancelled or expire. If Crown's pending
merger with Kinross is not completed, unless there is a similar or greater
increase in the market price of Crown common stock in 2004 compared to 2003,
Crown would expect its variable option expense to be less in 2004 than in 2003.
If the market price of Crown common stock declines during 2004 from the December
31, 2003, market price of $2.58 per share, Crown would record a credit to
expense for the change in the intrinsic value.
Crown's equity in the loss of Solitario was $571,000 in 2003, versus
$873,000 in 2002. The $302,000 improvement resulted from Solitario's lower
exploration expense, lower management fees, and increased interest income during
2003. Solitario's lower exploration expense accounted for approximately $220,000
of the improvement, due primarily to joint venture reimbursements during 2003.
Lower management fees from Crown and increased interest income accounted for
approximately $40,000 and $55,000 of the improvement, respectively, while the
increase in interest income resulted primarily from Crown paying accrued
interest on its debt instruments in shares of Crown common stock where the value
of the shares at issuance was higher than the stated interest rate on the
related debt instruments. If Crown's distribution of its holdings of Solitario
common stock is not completed, Crown expects its 2004 equity in loss of
Solitario to be comparable to 2003.
40
Crown recorded an income tax benefit of $1,720,000 in 2003 versus an
income tax provision of $4,867,000 in 2002. Although Crown expects the Spin-Off
of its interest in Solitario to Crown stockholders to be a taxable transaction,
Crown anticipates this will not result in current tax due to the utilization of
net operating losses. If Crown's pending merger with Kinross is not completed,
Crown anticipates offsetting any operating losses incurred in 2004 against its
existing deferred tax liabilities at the statutory rate resulting in a tax
benefit.
YEAR ENDED DECEMBER 31, 2002, COMPARED TO THE YEAR ENDED DECEMBER 31, 2001
Crown had net income of $2,091,000, or $0.65 and $0.10 per basic and
diluted share, respectively in 2002 compared with a net loss of $2,098,000 or
$0.72 per basic and diluted share in 2001. The net income in 2002 primarily
resulted from a gain of $8,684,000 from the discharge of convertible debentures
in Crown's 2002 Corporate Reorganization less general and administrative costs
of $432,000, option compensation expense of $175,000, equity in the loss of
Solitario of $873,000, and income tax provision of $4,867,000.
Revenues and property sales consisted of a $171,000 gain on the sale of
the Cord Ranch properties in 2002, versus $214,000 in 2001. During 2001, Crown
sold its interest in Judith Gold for 200,000 shares of Canyon Resources common
stock, resulting in a gain on sale of $200,000, which equaled the proceeds from
the sale.
Exploration expense was $58,000 in 2002 versus $36,000 in 2001. Through
mid 2001, these costs had previously been paid by Crown's former joint venture
partner, Battle Mountain.
General and administrative expenses were $432,000 in 2002 compared to
$828,000 in 2001. The lower costs in 2002 primarily resulted from reduced
administrative costs, particularly related to legal and accounting expenses that
were reduced from $425,000 in 2001 to $81,000 in 2002. The increased 2001 legal
expenses for general corporate matters related to the default in 2001 on the
Debentures and related restructuring negotiations. In addition, 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.
Personnel costs decreased to $570,000 in 2002 from $668,000 in 2001, primarily
due to lower staffing levels in 2002 and related severance charges in 2001 of
$37,000. All other general and administrative costs decreased to $230,000 in
2002 from $325,000 in 2001, due to lower spending on public relations, travel
and other office costs. Crown did not hold an annual meeting in 2002 due to the
bankruptcy, and as its corporate focus shifted to the corporate reorganization,
Crown lowered its overall administrative spending. Amounts charged to Solitario
for management fees decreased to $449,000 in 2002 from $590,000 in 2001,
primarily as a result of a modification to the Management Agreement in July 2002
whereby the percentage of certain finance and administrative costs to be charged
to Solitario decreased from 75% for both to 50% and 25%, respectively
In 2002, Crown recorded a charge of $175,000 for variable option
compensation expense related to 2002 options grants subject to variable plan
accounting. There were no charges to compensation expense for variable plan
accounting in 2001, as all variable plan option grants had exercise prices in
excess of the market price during the year.
Crown's equity in the loss of Solitario was $873,000 in 2002, versus
$1,512,000 in 2001. The $639,000 improvement resulted from Solitario's lower
exploration expense, general and administrative expenses, management fees and
asset write-downs, offset by higher amortization in relation to its mineral
interests. Solitario's lower exploration expense accounted for approximately
$215,000 of the improvement. During 2002, Solitario's exploration activities
were limited to a single project, versus three separate projects in 2001. Lower
management fees from Crown and lower general and administrative expenses
accounted for approximately $58,000 and $57,000 of the improvement,
respectively. During 2001, Solitario recorded certain asset write-downs that
accounted for $525,000 of the improvement. These improvements were offset by
$191,000 due to the effect of amortization of Solitario's mineral interests
recorded in 2002, where none was recorded in 2001.
Crown recorded an income tax provision of $4,867,000 in 2002, and did
not record an income tax benefit in 2001 against its 2001 pretax loss due
primarily to the establishment of a valuation allowance against deferred tax
assets from operating loss carryovers. As a result of Crown's bankruptcy during
2002, it recognized a gain of $8,684,000 on extinguishment of Crown Debentures
and it had a greater than 50% change in ownership as defined in Section 382 of
the Internal Revenue Code. This resulted in the utilization of $2,953,000 (tax
effected) of Crown's net operating loss carryovers and the change in ownership
caused a permanent reduction in previously recorded net operating loss
carryovers of $5,751,000 (tax effected) pursuant to Section 382 of the Internal
Revenue Code, which
41
limits future taxable income available to be offset. This reduction in Crown's
net operating losses during 2002 resulted in an offsetting reduction of its
valuation allowance of $3,241,000 during 2002. Crown recognized tax benefits of
$596,000 primarily related to net operating losses generated during the year
that were offset against deferred tax liabilities.
LIQUIDITY AND CAPITAL RESOURCES
Due to the nature of the mining business, the acquisition, exploration
and development of mineral properties require significant expenditures prior to
the commencement of production. Crown has in the past financed its activities
through the sale of debt and equity securities, joint venture arrangements
(including project financing) and the sale of interests in its properties. To
the extent necessary, Crown expects to continue to use similar financing
techniques.
Crown's exploration and development activities and funding
opportunities, as well as those of its joint venture partners, may be materially
affected by gold price and mineral commodity levels and changes in those levels.
The market price of gold and mineral commodities is determined in world markets
and is affected by numerous factors, all of which are beyond Crown's control.
On November 21, 2003, all $2,000,000 of the Secured Notes were called
for redemption, and prior to December 31, 2003, $1,994,000 of the Secured Notes
converted into 5,679,142 shares of Crown common stock, with the remainder being
redeemed for cash. On October 31, 2003 and November 5, 2003, a total $839,331 of
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.
On February 21, 2003, Crown issued $2,705,000 of 10% Convertible
Subordinated B Notes. On November 5, 2003, all $2,705,000 of Subordinated B
Notes automatically converted into 3,606,667 shares of Crown common stock.
THREE MONTHS ENDED MARCH 31, 2004, COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2003
Net cash used in operating activities increased to $663,000 in the first
three months of 2004 compared to $374,000 in the first three months of 2003. The
primary reason for the increase was an increase in professional services costs
related to the Crown's pending merger with Kinross. Legal and accounting costs
were $200,000 in the first quarter of 2004 compared to $39,000 in the first
three months of 2003. Additionally Crown reduced its accounts payable and
accrued liabilities by $299,000 during the first quarter of 2004 compared to
$257,000 in the same period of 2003 and increased its prepaid expenses by
$58,000 in the first quarter of 2004 compared to a decrease of $4,000 in the
same period of 2004, which, when combined with the increased legal and
accounting expense, accounted for the majority of the increased use of cash in
the first quarter of 2004 over the same period of 2003. If Crown's pending
merger with Kinross is not completed, Crown would expect their 2004 cash used in
operating activities to be comparable to 2003, as a result of ongoing
professional services costs in 2004 which have been incurred during the first
quarter of 2004 and the last quarter of 2003.
Net cash used in investing activities decreased to $183,000 in the first
three months of 2004 compared to $235,000 during the first three months of 2003
as a result of Crown's increased efforts at the Buckhorn Mountain Project during
the first quarter of 2003. During the first three months of 2003, Crown expended
$265,000 on non-interest costs in development of the Buckhorn Mountain Project
compared to $93,000 during the same period of 2004. The expenditures during 2003
included $78,000 for work performed to analyze on-site milling and tailings
facilities, $31,000 for study of Crown's underground mining plan and $40,000
related to completion of a drilling program, all three of which were necessary
to complete the Buckhorn Mountain Project feasibility study, which was prepared
by Steffen Robertson and Kirsten, an independent mining an consulting firm
("SRK") during 2003. Crown capitalized interest paid in cash during the first
quarter of 2004 of $168,000 compared to no capitalized interest paid in cash
during the first quarter of 2003, as all interest costs during the first quarter
of 2003 were related to a combination of amortization of note discounts of
$90,000 and shares of Crown common stock issued as interest of $322,000. If
Crown's pending merger with Kinross is not completed, Crown expects its 2004 net
cash used in investing activities to increase compared to 2003 as Crown has
budgeted approximately $1,400,000 for permitting and development at its Buckhorn
Mountain Project in 2004.
42
All interest costs, including non-cash interest costs, for the three
months ended March 31, 2004 and 2003, have been capitalized as part of Crown's
development of the Buckhorn Mountain Project. Crown capitalized interest costs
of $168,000 and $412,000 for the three months ended March 31, 2004 and 2003,
respectively. Interest costs decreased significantly during the first quarter of
2004 compared to 2003 as a result of the conversion of Crown's Subordinated,
Subordinated B and Secured Notes at the end of 2003. Additionally, Crown
recorded $56,000 of capitalized interest costs during the first three months of
2003 related to the issuance of shares of common stock as payment for interest
obligations at market prices above the conversion price, which is charged as
interest cost, and there were no similar charges in the first quarter of 2004,
as Crown paid all their interest costs in cash during 2004. Crown recorded
discount amortization charges (to capitalized interest) of $78,000 and $90,000
in the three months ended March 31, 2004 and 2003, respectively. If Crown's
pending merger with Kinross is not completed, Crown would expect its interest
costs to significantly decline for the full year for 2004 from 2003 as a result
of conversion of its Secured, Subordinated and Subordinated B notes. In
addition, because of an improvement in Crown's cash position, Crown anticipates
continuing to pay 2004 interest on the remaining Senior Notes in cash rather
than shares of Crown common stock, if the market price of their common stock is
above the conversion and interest price of $0.35 per share provided for by the
terms of the Senior Notes.
Net cash provided by financing activities during the first three months
of 2004 was $35,000, related to proceeds from the exercise of options compared
to cash provided of $2,705,000 in the same period of 2003 resulting from the
issuance of the $2,705,000 Subordinated B Notes in February 2003. If Crown's
pending merger with Kinross is not completed, Crown does not expect 2004 to have
any significant cash provided from financing activities as Crown does not expect
similar note conversions or warrant exercises, such as those that occurred in
2003, and Crown has no 2004 planned financing activities.
Cash and cash equivalents amounted to $1,554,000 at March 31, 2004.
These funds are generally invested in short-term interest-bearing deposits and
securities, pending investment in current and future projects. Working capital
at March 31, 2004, was $1,753,000.
YEAR ENDED DECEMBER 31, 2003, COMPARED TO THE YEAR ENDED DECEMBER 31, 2002
Net cash used in operating activities increased to $813,000 in 2003
compared to $729,000 in 2002. The primary reason for the increase was an
increase in professional services costs at the end of the year related to the
Crown's pending merger with Kinross and a decrease in amounts charged to
Solitario, as a result of modifications to the Management and Technical Services
Agreement with Solitario in July 2002. Legal and accounting costs were $526,000
in 2003 versus $81,000 in 2002. The increase in 2003 was primarily associated
with costs in relation to the pending Kinross merger. However, during 2002,
certain other legal and accounting expense totaling $387,000 were charged to
reorganization costs in the 2002 statement of operations in connection with the
Corporate Reorganization. If Crown's pending merger with Kinross is not
completed, Crown would expect its 2004 cash used in operating activities to be
comparable to 2003, as a result of ongoing professional services costs in 2004
being incurred related to the merger.
Net cash used in investing activities increased to $1,215,000 in 2003
from $582,000 as a result of Crown's increased efforts at the Buckhorn Mountain
Project since June of 2002 when the bankruptcy became effective. During 2003,
Crown expended $1,168,000 on development of its Buckhorn Mountain Project
compared to $564,000 during 2002. The large increase during 2003 was primarily
due to an increase in work performed to complete the SRK feasibility study, as
well as capitalization of cash paid for interest of $310,000 during 2003
compared to no cash paid for capitalized interest in 2002. Crown's total costs
related to the feasibility study in 2003 were $345,000 compared to $56,000 in
the prior year. In addition, Crown hired additional staff and expanded its
on-site administrative costs, which increased to $314,000 in 2003 compared to
$173,000 in 2003. Capitalized costs during 2003 also included $159,000 for
additional work related to obtaining permits for the underground mine compared
to $53,000 in 2002. During 2002, Crown started a drilling campaign to provide
data to assist in completion of the feasibility study and for permitting the
Buckhorn Mountain Project. This drilling campaign ended in 2003. Crown
capitalized $40,000 related to this drilling program in 2003 compared to
$251,000 in 2002. If Crown's pending merger with Kinross is not completed, Crown
expects its 2004 net cash used in investing activities to increase compared to
2003 as Crown has budgeted approximately $1,400,000 for permitting and
development at its Buckhorn Mountain Project in 2004.
All interest costs, including non-cash interest costs, for the three
years ended December 31, 2003, have been capitalized as part of Crown's
development of the Buckhorn Mountain Project. Crown capitalized interest
43
costs of $3,068,000, $996,000, and $1,046,000 for the years ended December 31,
2003, 2002, and 2001, respectively. Interest costs increased significantly to
$3,068,000 in 2003 from $996,000 in 2002. This increase was due primarily to
increased discount amortization in relation to beneficial conversion feature
discounts associated with Crown's convertible debt instruments, and additional
interest cost resulting from its election to issue shares of Crown common stock
in satisfaction of accrued interest obligations. Interest cost on Crown's debt
obligations at the stated rate in 2003 was $1,075,000 compared to $923,000 in
2002, which included $231,000 of interest on the Convertible Debentures. Crown
recorded discount amortization charges (to capitalized interest) of $1,352,000
and $208,000 in 2003 and 2002, respectively. Of the 2003 discount amortization
charges, $940,000 was recorded as the full amortization of all discounts
associated with the conversion and redemption of the outstanding Secured Notes.
As a result of fair value differences in relation to the issuance of Crown
common stock in satisfaction of accrued interest charges, increases of $628,000
and decreases of $152,000 were recorded to interest costs in 2003 and 2002,
respectively. If Crown's pending merger with Kinross is not completed, Crown
would expect its interest costs to decline significantly in 2004 from 2003 as a
result of conversion of its Secured, Subordinated and Subordinated B notes. In
addition, because of an improvement in Crown's cash position, Crown anticipates
paying its 2004 interest on its remaining Senior Notes in cash rather than
shares of Crown common stock, if the market price of Crown common stock is above
the conversion and interest price of $0.35 per share in the Senior Notes.
Net cash provided from financing activities increased to $3,360,000 in
2003 from $2,234,000 in 2004 primarily as a result of the issuance of the
$2,705,000 Subordinated B Notes in February 2003, as well as the receipt of
$708,000 of cash from the exercise of warrants during 2003. 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
of reorganization. If Crown's pending merger with Kinross is not completed, it
does not expect 2004 to have any significant cash provided from financing
activities as Crown has no control over note conversions or warrant exercises,
such as those that occurred in 2003, and it has no 2004 planned financing
activities.
YEAR ENDED DECEMBER 31, 2002, COMPARED TO THE YEAR ENDED DECEMBER 31, 2001
Net cash used in operating activities was $729,000 in 2002 compared to
$763,000 in 2001. The staff levels and activities in both years were consistent
and reflected a reduced level of activity for exploration and development as a
result of the corporate reorganization. Although Crown recorded a gain of
$8,684,000 on the discharge of its debentures in 2002, this was a non-cash
transaction as was Crown's deferred tax expense recorded during the year of
$4,867,000. Crown's equity in the loss of Solitario was reduced in 2002 as a
result of Solitario's decreased losses.
Net cash used in investing activities in 2002 was $582,000 compared to
$418,000 in 2001. Crown began work to permit and develop its Buckhorn Mountain
Project during 2002 upon the completion of the corporate reorganization. These
costs totaled $533,000 and included costs of $251,000 for an in-fill drilling
program, $53,000 for permitting and monitoring work, $56,000 for feasibility
study update, and $173,000 for related on-site administrative costs. Permitting
and development work continued at a reduced rate from the time Crown terminated
its joint venture with Newmont in July 2001 until the completion of Crown's
bankruptcy in June of 2002. These increases in cash used in investing activities
during 2002 were offset by the payment of capitalized interest costs in stock
related to the Senior, Secured and Subordinated notes during 2002, compared to a
cash payment for interest of $431,000 on the Debentures in 2001. During 2001,
Crown received $211,000 in proceeds from asset sales, which offset its use of
funds from investing activities and there was no comparable proceeds received
during 2002.
Total capitalized interest costs, including non-cash interest costs,
were $996,000 in 2002 compared to $1,046,000 in 2001. Interest costs decreased
in 2002 as a result of the filing of bankruptcy and the confirmation of the 2002
Plan that resulted in no accrual of interest costs on the Debentures from the
date of the filing. In addition, as part of the 2002 Plan, Crown exchanged
$6,000,000 in new notes for $15,000,000 of Debentures. Included in capitalized
interest 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. In addition, 2002 capitalized interest cost was reduced by $152,000 as
a result of issuing shares of Crown common stock in satisfaction of accrued
interest, where the fair value of the issued shares was lower than the accrued
interest obligation, in accordance with the terms of the related note
agreements.
Net cash provided by financing activities was $2,234,000 in 2002
compared to $320,000 in 2001. 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 us during
2002. Of this
44
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 of reorganization.
CONTRACTUAL OBLIGATIONS AND PLANNED EXPENDITURES
Crown has budgeted $1,400,000 for permitting and development
expenditures in 2004, which will be fully expended by Crown only if the pending
merger with Kinross is not completed. The bulk of these costs will be for
completion of a supplemental draft environmental impact statement related to the
currently filed amended plan of operations for the Buckhorn Mountain Project.
Crown has sufficient resources to fund its planned operations through 2005,
whether or not the Kinross merger is not completed.
This plan assumes the ores from the Buckhorn Mountain Project will be
trucked to Kinross' Kettle River Mill and will be processed in accordance with
Crown's toll milling agreement with Kinross. The capital costs of the Buckhorn
Mountain Project, through initial production, are currently estimated to be
approximately $32.6 million, assuming the toll milling discussed above. If the
pending merger with Kinross is not completed, Crown will require significant new
financial resources in order to complete the development of 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 contractual obligations and cash commitments at March 31, 2004,
include the payment of: Senior Notes, long-term debt, unpatented mining claim
payments, and operating leases, as follows:
(in thousands) 2004 2005 2006 2007 2008+ TOTAL
---- ---- ---- ---- ----- -----
Senior Notes $ - $ - $3,600 $ - $ - $3,600
Long-term debt 50 50 - - - 100
Unpatented mining claim payments(1) 17 17 17 17 17 85
Asset retirement obligation - - - - 60 60
Operating leases 39 39 20 - - 89
------ ------ ------ ------ ------ ------
Total commitments $ 97 $ 106 $3,637 $ 17 $ 77 $3,934
====== ====== ====== ====== ====== ======
-------------------------
(1) 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.
45
RELATED PARTY TRANSACTIONS
At June 7, 2004, Crown owned 37.1% of Solitario. Crown provides
management and technical services to Solitario under a management and technical
services agreement originally signed in April 1994 and modified in April 1999,
December 2000, and July 2002. Under the modified agreement, Solitario reimburses
Crown for direct out-of-pocket expenses; payment of 25% of Crown's corporate
administrative costs for executive and technical salaries benefits and expenses,
50% of Crown's corporate administrative costs for financial management and
reporting salaries, benefits and expenses and 75% of Crown's corporate
administrative costs for investor relations salaries, benefits, and expenses.
These allocations are based upon estimated time and expenses spent by Crown's
management and employees on Crown's activities and Solitario's activities.
Crown's management believes these allocations are reasonable and the allocations
are periodically reviewed by management and approved by Crown's independent
board members and by Solitario's independent board members. Management service
fees are billed monthly, due on receipt and are generally paid within 30 days.
Management service fees paid by Solitario were $89,000 and $97,000 for the three
months ended March 31, 2004 and 2003, respectively, and were $351,000, for 2003,
$499,000 for 2002, and $590,000 for 2001. Crown anticipates the management and
technical services agreement will be terminated if its pending merger with
Kinross is completed.
Crown entered into a Voting Agreement dated as of April 15, 2002, among
Zoloto Investor's, LP ("Zoloto") and Solitario, who are each stockholders 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 the June 26, 2006. As of June 7, 2004, the
signing shareholders collectively held 1,733,866 shares or approximately 7.7% of
Crown's outstanding shares. As of June 7, 2004, 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.
In October 2001, Solitario invested in two Senior Notes, which totaled
$1,000,000 of the $3,600,000 principal amount of Senior Notes issued. The
proceeds of $350,000 from the first note (the "Solitario Note") were delivered
to Crown. The Solitario Note was convertible into shares of Crown common stock
at $0.2916 per share. The proceeds from the second note from Solitario (the
"$650,000 Note"), and the remaining Senior Notes of $2,600,000, or $3,250,000 in
total, were placed in escrow pending the outcome of Crown's bankruptcy. The
$650,000 Note was convertible into shares of Crown common stock at $0.35 per
share. In March 2002, an additional $200,000 was advanced to Crown out of escrow
of which Solitario's share of the advance was $56,000. Crown's 2002 Plan was
confirmed on May 30, 2002, and the remaining balance of the proceeds plus
interest was released to Crown on the Effective Date. The independent board
members of both Solitario and Crown 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.
On June 26, 2001, Solitario acquired 200,000 shares of Canyon Resources
Corporation common stock as an investment from us at its fair value of $200,000
at that date. The transaction provided additional working capital to Crown, and
was approved by independent board members of both Solitario and Crown.
On February 21, 2003, Solitario invested $400,000 in the Subordinated B
Notes on the same terms and conditions as all other investors. On November 5,
2003, Solitario's Subordinated B Notes were automatically converted into 533,333
shares of Crown common stock, pursuant to the terms of all Subordinated B Notes,
as a result of the quoted market price of Crown common stock exceeding $1.75 per
share for 20 consecutive trading days. During 2003 and 2002, Crown issued
249,718 and 182,440 shares of Crown's common stock, with a value of $207,000 and
$75,000, respectively, in satisfaction of its accrued interest obligations to
Solitario under the Senior and Subordinated B Notes.
As of June 7, 2004, Solitario owns 965,491 shares of Crown common stock.
The directors and executive officers of Crown and their affiliates, including
Solitario, owned 2,012,458 shares of Crown common stock, which represents
approximately 9% of the outstanding shares of Crown common stock at June 7,
2004. Solitario has
46
entered into a stockholder and voting agreement with Kinross, along with several
of Crown's directors, Crown's executive officers and entities affiliated with
these directors and officers (collectively the "Signatories"), pursuant to which
the Signatories agreed, among other things, to convert any Senior Notes held by
them to Crown common stock prior to the record date for the special meeting, to
vote, or cause to be voted, all of the shares of Crown common stock owned by
them, as set forth in the stockholder and voting agreement, as well as all
shares of Crown common stock acquired by them, as set forth in the stockholder
and voting agreement, in favor of the approval of the plan of merger, and
against the acquisition of Crown by any person other than Kinross. As of June 7,
2004, 2,012,458 shares of Crown common stock were subject to the stockholder and
voting agreement, representing approximately 9% of the outstanding shares of
Crown common stock entitled to vote at the Crown special meeting. Additionally,
the Signatories agreed to convert $3,000,000 of Senior Notes into 8,771,429
shares and hold options to acquire 1,917,500 shares of Crown common stock, which
could be exercised prior to the record date for the shareholders' meeting, and
hold warrants to acquire 8,771,429 shares of Crown common stock, which could be
exercised prior to the record date for the shareholders' meeting for a total of
21,472,816 shares of Crown common stock, which would represent 43.3% of the then
outstanding shares.
CRITICAL ACCOUNTING POLICIES
On January 1, 2002, Crown adopted Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets," which, among
other things, required the reclassification of Crown's mineral properties as
mineral interests (intangible assets). Crown's mineral interests represent
mineral use rights for parcels of land not owned by it. Crown's mineral
interests relate to exploration stage properties and the value of such
intangible assets is primarily driven by the nature and amount of economic
minerals believed to be contained, or potentially contained, in such properties.
At January 1, 2002, Crown reclassified $18,474,000 from mineral properties to
mineral interests. Crown amortizes mineral interests over their expected useful
lives or until it has been determined the mineral interest contains proven and
probable reserves. As all of Crown's capitalized costs since January 1, 2002,
have related to the Buckhorn Mountain Project that has proven and probable
reserves, Crown has not recorded any amortization of those costs. Crown
anticipates reclassifing its mineral interests as mineral property in accordance
with Emerging Issues Task Force Issue No. 04-2, "Whether Mineral Rights are
Tangible or Intangible Assets" ("EITF No. 04-2") which requires companies to
reclassify mineral interests as mineral properties. See "Recent Accounting
Pronouncements" below.
Land and leasehold acquisition costs are capitalized as mineral
interests. Development costs are capitalized as mineral properties. Where these
costs relate to mineral interests or mineral properties with proven and probable
reserves, these costs will be depleted using the units-of-production method over
the estimated life of the reserves. If there are insufficient reserves to use as
a basis for depleting such costs, they are written off as a mineral property or
a mineral interest impairment in the period in which the determination is made.
Interest costs are capitalized on mineral properties and mineral interests in
development. Interest is capitalized by applying a weighted average interest
rate, including the effect of any discounts, to the average capitalized costs
during a period, up to a maximum of total interest costs incurred during the
period. Crown capitalized all of its interest costs of $412,000 and $168,000 for
the three months ended March 31, 2004 and 2003, respectively, and $3,068,000,
$996,000, and $1,046,000 for the years ended December 31, 2003, 2002, and 2001,
respectively. At March 31, 2004 and December 31, 2003, a total of $14,297,000
and $13,885,000, respectively, of interest costs have been capitalized as
mineral interests and mineral properties at the Buckhorn Mountain Project.
Crown expenses all exploration costs incurred on its mineral interests,
other than acquisition costs, prior to the establishment of proven and probable
reserves. Upon identifying proven and probable reserves, Crown capitalized
substantially all costs incurred including drilling, permitting and development
as mineral property costs. Costs on mineral interests with proven and probable
reserves which support development of proven and probable reserves or which
expand existing proven and probable reserves are capitalized and amortized using
the units-of-production method over the estimated life of the reserves. Crown
regularly performs evaluations of its investment in mineral interests to assess
the recoverability and or the residual value of its investments in these assets.
All long-lived assets are reviewed for impairment whenever events or
circumstances change which indicate the carrying amount of an asset may not be
recoverable, utilizing established guidelines based upon discounted future net
cash flows from the asset or upon the determination that certain exploration
properties do not have sufficient potential for economic mineralization. There
were no mineral interest impairments in the three months ended March 31, 2004,
or in the years ended December 31, 2003, 2002, or 2001.
47
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. The proven and probable reserves figures
presented herein are estimates, and no assurance can be given that the indicated
levels of recovery of gold will be realized. Ounces of gold in the 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 below, the ultimate recovery of Crown's
mineral reserves is dependent on obtaining necessary permits for the Buckhorn
Mountain Project.
ENVIRONMENTAL, PERMITTING AND LEGAL
In July 2001, Crown became the sole owner of the Crown Jewel Project and
renamed it the Buckhorn Mountain Project. Previously, the Crown Jewel Project
had been subject to a joint venture agreement between Crown and Battle Mountain.
Battle Mountain had proposed an open-pit mining operation with an on-site
processing facility. Battle Mountain's proposed open-pit Crown Jewel Project was
subjected to numerous permitting and legal challenges and delays. In January 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, some of which will have to be reacquired as part of the
ongoing permitting process.
As part of the analysis of the Buckhorn Mountain Project subsequent to
the January 2000 PCHB ruling, Crown retained Gochnour and Associates
("Gochnour") to review the required permits for a potential combination
underground/open-pit-mine design for the Buckhorn Mountain Project ore deposit.
Gochnour indicated this mine design would require conducting additional baseline
studies and collecting data for modeling to amend previously approved permits,
as well as to obtain permits for activities that were not previously
contemplated, for example the underground mining effects on ground water.
Gochnour indicated the underground alternative would also require mitigation of
environmental impacts. The Gochnour report concluded the proposed mine design is
legally permittable.
During 2002, Crown began seeking regulatory approval and permits to
operate an exclusively underground mining operation at the Buckhorn Mountain
Project. In May 2003, Crown submitted its Initial Buckhorn Mountain Project Plan
of Operations with the USFS and the Washington State Department of Ecology. The
Initial Buckhorn Mountain Project Plan of Operations was deemed complete by the
USFS in August 2003. This plan proposed a processing facility seven miles from
the mine that Crown would construct, own, and operate. The ore would have been
trucked from the mine to the mill. Crown believed this development plan
significantly reduced the environmental impacts compared to the Crown Jewel
open-pit mining plan proposed by Battle Mountain.
Subsequent to the signing of the toll milling agreement with Echo Bay
Minerals, Crown filed an amended Buckhorn Mountain Plan of Operations as
outlined in the SRK feasibility study that provides for trucking of ore from the
mine to the Kettle River processing facility owned by Echo Bay Minerals. This
new development plan further reduces environmental impacts in comparison to the
previous Buckhorn Mountain Project Plan of Operations by eliminating the need
for new milling and tailings disposal facilities.
48
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.
RECENT ACCOUNTING PRONOUNCEMENTS
The Emerging Issues Task Force ("EITF") formed a committee ("Committee")
to evaluate certain mining industry accounting issues, including issues arising
from the application of SFAS No. 141, "Business Combinations" ("SFAS No. 141")
and SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142") to
issues that included whether mineral interests conveyed by leases represent
tangible or intangible assets and the amortization of such assets. In March
2004, the EITF reached a consensus in EITF Issue No. 04-2 "Whether Mineral
Rights Are Tangible or Intangible Assets" (EITF No. 0-2)", subject to
ratification by the Financial Accounting Standards Board ("FASB"), that mineral
interests conveyed by leases should be considered tangible assets. On March 31,
2004, the FASB ratified the consensus of the EITF that mineral interests
conveyed by leases should be considered tangible assets subject to the
finalization of a FASB Staff Position ("FSP") in this regard. On April 30, 2004,
the FASB issued a FSP amending SFAS No. 141 and SFAS No. 142 to provide that
certain mineral use rights are considered tangible assets and that mineral use
rights should be accounted for based on their substance. The FSP is effective
for the first reporting period beginning after April 29, 2004, with early
adoption permitted. Crown will reclassify all of its mineral interests conveyed
by leases from mineral interests, net to mineral property, net in its balance
sheets.
In May 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 150 "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity," 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. Crown adopted SFAS No.
150 effective for financial instruments entered into after May 31, 2003. The
adoption of this statement has not had a material effect on Crown's consolidated
financial position or results of operations.
In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133
on Derivative Instruments and Hedging Activities" to 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 are intended to 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. Crown adopted SFAS No. 149 and will apply it
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.
In January 2003, the FASB issued FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities" ("FIN 46") and in December 2003
issued FIN 46R. FIN 46 requires the consolidation of variable interest entities
which have one or both of the following attributes (1) the equity investment at
risk is not sufficient to permit the entity to finance its activities without
additional financial support from other parties which is provided by other
parties that will absorb some or all of the expected losses of the entity; (2)
the equity investors lack controlling financial interest as evidenced by (i) the
ability to make decisions regarding the entity's activities through voting or
similar rights, (ii) the obligation to absorb expected losses, which make it
possible for the entity to finance its activities, and (iii) the right to
receive expected residual returns of the entity if they occur, which is the
compensation for absorbing the expected losses. FIN 46 was immediately effective
for variable interest entities formed after January 31, 2003. FIN 46R requires
the adoption of either FIN 46 or FIN 46R in financial statements of public
entities that have interests in structures that are commonly referred to as
special purpose entities for periods ending after December 15, 2003. Application
for all other types of variable interest entities is required in financial
statements for periods ending after March 15, 2004. Crown has no investments in
or relationships with variable interest entities at December 31, 2003. The
adoption of FIN 46R did not have a material effect on Crown's consolidated
financial position or results of operations.
49
In November 2002, the FASB issued FASB Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires the
disclosure by guarantors of (a) the nature of any guarantee, (b) maximum
potential amount of future payments associated therewith, (c) carrying amounts
of liabilities, if any, related to the guarantor's obligations under the
guarantee and (d) the nature and extent of any recourse or collateral for
recovery of any amounts paid under the guarantee. FIN 45 also requires
guarantors to recognize at the inception of a guarantee within its scope a
liability for the fair value of obligations undertaken in issuing the guarantee,
including the obligation to stand ready to perform over the term of guarantee.
Crown has applied the provisions of FIN 45 for interim and annual periods ending
after December 15, 2002, and the effect of adopting this interpretation was not
material to Crown's consolidated financial position or results of operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which addresses financial
accounting and reporting for costs associated with exit or disposal activities
and generally requires that a liability for a cost associated with an exit or
disposal activity be recognized and measured initially at its fair value in the
period in which the liability is incurred. SFAS No. 146 does not apply to costs
associated with the retirement of long-lived assets covered by SFAS No. 143.
Crown has adopted the provisions of SFAS No. 146 effective for exit or disposal
activities initiated after December 31, 2002. The adoption of this statement has
not had a material effect on Crown's consolidated financial position or results
of operations.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS No. 145 eliminates inconsistencies between the accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications. This statement also requires that gains and losses from debt
extinguishments should be classified as extraordinary items only if they meet
the criteria of Accounting Principles Board Opinion No. 30. This Statement also
amends existing authoritative pronouncements to make various technical
corrections, clarify meanings or describe their meanings under changed
conditions. Crown adopted SFAS No. 145 as of January 1, 2003. As a result of the
adoption of this Statement, Crown has reclassified a $8,684,000 gain during 2002
on the discharge of its Convertible Debentures from an extraordinary item net of
taxes, to a gain before related tax effects in Crown's 2002 consolidated
statement of operations. The adoption of this Statement has not had any other
material effects on Crown's financial position or results of operations.
On January 1, 2002, Crown adopted SFAS No. 142, which among other things
required the reclassification of its capitalized land and lease acquisition
costs from mineral properties to mineral interest (intangible assets). The
excess of the cost of each mineral interest over Crown's estimated residual
value is amortized over the proven and probable reserves on a
units-of-production basis. Since January 1, 2002, all of Crown's mineral
interests relate to its Buckhorn Mountain Project, which is in development and
will be amortized over Crown's proven and probable reserves. Accordingly, no
amortization has been recorded on these assets. Beginning January 1, 2002, Crown
reclassified $18,474,000 of these costs from mineral properties to mineral
interests.
In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset
Retirement Obligations." Under SFAS No. 143, the fair value of a liability for
an asset retirement obligation covered under the scope of SFAS No. 143 is
recognized in the period in which the liability is incurred, with a
corresponding increase in the carrying amount of the related long-lived asset.
Over time, the liability is accreted to its present value, and the capitalized
cost is depreciated over the useful life of the related asset. Upon settlement
of the liability, an entity would either settle the obligation for its recorded
amount or incur a gain or loss upon settlement. Crown adopted SFAS No. 143 as of
January 1, 2002. The adoption of this Statement has not had a material effect on
Crown's consolidated financial position or results of operations.
In April 2004, the EITF issued EITF Issue No. 04-3 "Mining Assets:
Impairment and Business Combinations" ("EITF No. 04-3") which evaluated certain
issues related to values in mining properties beyond proven and probable
reserves (VBPP) and the effects of anticipated fluctuations in the future market
price of minerals. The EITF reached a consensus that fair value of mining
properties generally includes both VBPP and the effects of anticipated
fluctuations in the future market price of minerals and that entities should
generally include both in determining the fair value allocated to mining assets
in a purchase price allocation and in the cash flow analysis (both discounted
and undiscounted) used for determining whether a mining asset is impaired. The
consensus reached by the EITF should be applied prospectively in the periods
after March 31, 2004, but early application is permitted in periods for which
financial statements have not been issued. Crown does not expect that the
adoption of EITF No. 04-3 will have a material impact on its financial position,
results of operations, or cash flows.
50
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DISCLOSURE ABOUT MARKET RISKS
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INTEREST RATE RISKS
The Senior Notes are not subject to market risk since they have a fixed
interest rate and a repayment amount payable either in cash or shares of Crown
common stock. Crown does not use financial or other derivative instruments to
manage interest market risks. A hypothetical change of 1% in the interest rate
earned on short-term investments during 2003 would have resulted in an increase
or decrease of less than $10,000 in net income.
FLUCTUATIONS IN COMMODITY PRICES
Crown is also exposed to commodity price risks for changes in the price
of precious and base metals insofar as such changes may affect the economic
viability of its exploration and development projects. A change of 10% in the
price of gold, silver, or zinc would not have resulted in a material change to
the carrying value of the Crown assets, liabilities, or net income. Given that
the feasibility study for the Buckhorn Mountain Project utilized a gold price of
$350 per ounce and that the closing gold price on June 7, 2004, was $394 per
ounce, a 10% change in the price of gold would not require a revision of Crown's
reported reserves, costs, or capitalized costs related to the Buckhorn Mountain
Project.
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BUSINESS OF KINROSS
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OVERVIEW
Kinross is principally engaged in the mining and processing of gold and,
as a by-product, silver ore and the exploration for, and the acquisition of,
gold bearing properties primarily in the Americas and Russia. The principal
products of Kinross are gold and silver produced in the form of dore that is
shipped to refineries for final processing.
Kinross is the continuing corporation resulting from the May 1993
amalgamation under the Business Corporations Act (Ontario) 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' long-term financial objective is growth in cash flow and a
return to sustained 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' operations and reserves are impacted by changes in metal
prices. Over the past three years, gold has averaged approximately $315 per
ounce and was $417 per ounce on the last trading day of 2003. Gold traded above
$390 per ounce during much of 2003 and has continued to do so in 2004. Kinross
used a forecast of $325 per ounce at the end of 2003 and $300 at the end of 2002
to estimate reserves and $350 per ounce and $325 per ounce, respectively, to
assess mining assets for impairment.
Kinross' share of proven and probable reserves as at December 31, 2003,
was 14.1 million ounces of gold and 38.6 million ounces of silver. These
estimates have been calculated using industry standard methodology and the
appropriate cut-off grade assuming a gold price of $325 per ounce.
51
The estimate of Kinross' mineral reserves and resources and impairment
analysis is based on a number of assumptions, including the average process
recovery rate at the various mining operations, the gold cutoff grade used, the
foreign exchange rates for those operations not denominated in U.S. dollars, and
the recovery cost per tonne. These assumptions are unique for each property and
are identified for each mining operation in the table set forth on page 66. A
change in the underlying assumptions, or the use of different assumptions, could
have a material impact on the estimate of mineral reserves and resources or the
impairment analysis of existing assets.
A critical goal for Kinross is the creation of value through the
investment in quality projects and the consummation of accretive acquisitions.
Kinross more than doubled its exploration and business development expenditures
in 2003, increasing them to $24.3 million compared to $11.6 million in 2002.
Kinross expects to continue this effort, with $20 million budgeted for
exploration and business development during 2004. In addition, capital
expenditures were $73.4 million in 2003 as compared to $22.6 million in 2002 and
$30.4 million in 2001. Planned capital expenditures are estimated at $165
million in 2004. This capital expenditure program is the largest in Kinross'
history, and it is anticipated that it will be funded from cash flow from
operating activities.
RECENT DEVELOPMENTS
On January 31, 2003, Kinross completed its combination with TVX Gold
Inc. ("TVX") and Echo Bay Mines Ltd. ("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 a TVX
common share received 2.1667 Kinross common shares. 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
$1,269.8 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. In a
concurrent transaction, TVX acquired Newmont Mining Corporation's ("Newmont")
50% non-controlling interest in the TVX Newmont Americas Joint Venture for an
aggregate purchase price of $180 million. These acquisitions are being accounted
for using the purchase method of accounting. See "Kinross Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Management's Discussion and Analysis for the Years Ended December
31, 2002, 2002, and 2001--Material Events" beginning at page 179.
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 December 4, 2003, Kinross and Bema Gold Corporation ("Bema")
announced that their respective boards of directors 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
has 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 is expected to be
mined at 35,000 tons of ore per day. In making the decision to recommence gold
production at Refugio, Kinross and Bema used an assumed gold price of $350 per
ounce, which resulted in an estimated life-of-mine of approximately ten years.
For information concerning the estimated reserves and resources associated with
Refugio, see the information in the table labeled "Mineral Reserve and Resource
Statement," beginning on page 63. Kinross' 50% share of purchase commitments to
reopen Refugio at December 31, 2003, was $5.4 million.
Effective June 1, 2004, Mr. Lars-Eric Johansson was appointed Executive
Vice-President and Chief Financial Officer of Kinross, replacing Mr. Brian W.
Penny who resigned his functions as Vice-President Finance and Chief Financial
Officer for personal reasons.
52
As a result of the development of the Emmanuel Creek deposit and the
reopening the Kettle River mill, Kinross achieved commercial production of the
first of its recent development projects in January 2004. As of March 31, 2004,
approximately 106,000 tons of ore, grading approximately 0.27 ounces of gold per
ton, has been delivered to the mill from the Emanuel Creek zone at the K2 mine.
Kinross is currently mining the second level of primary stopes with the first
secondary stope projected to come on line in May 2004. There are no material
purchase commitments regarding Kettle River at December 31, 2003.
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 with Kinam
Gold Inc. ("Kinam"), formerly Amax Gold Inc. (unless otherwise indicated herein,
the term "Kinam" means Kinam and its subsidiaries). Concurrent with the 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 acquisition of Kinam, 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 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 for Kinross 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.
53
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 16.6
million Kinross common shares and 25.0 million common shares purchase warrants
for total proceeds of $97.7 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.
54
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, 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
[PICTURE]
55
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, far east Russia 98.1%(5)
La Coipa(6)....................... Chile 50%
Crixas(7)......................... Brazil 50%
Paracatu (Brasilia)(8)............ Brazil 49%
Musselwhite(9).................... Ontario, Canada 31.9%
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 no expenses
were accrued in 2003. 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 6.0% in 2003.
(5) In February 2003, Kinross increased its interest in the Kubaka Mine to
98.1% from 54.7%.
(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 Paracatu (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. Nothing was paid on these royalties in 2003.
(10) The Round Mountain mine is subject to a net smelter returns royalty
ranging from 3.53% to 6.35%. During 2003, this royalty averaged 4.54%.
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, a 50% interest in
the Refugio mine, situated in Chile, and other mining properties in various
stages of exploration, development, reclamation, and closure.
56
OPERATIONS
Kinross' share of production in 2003 was derived from the mines in
Canada (23%), the United States (47%), Russia (10%), and South America (20%).
[PICTURE]
GOLD EQUIVALENT PRODUCTION (OUNCES)
The following table summarizes production by Kinross in the last three
years:
YEARS ENDED DECEMBER 31,
----------------------------------------
2003 2002 2001
---- ---- ----
Attributable gold equivalent production - ounces............ 1,620,410 888,634 944,803
Gold sales - ounces (excluding equity accounted ounces)..... 1,541,575 848,513 907,149
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 74.79:1 in
2003, 67.24:1 in 2002, and 62.00:1 in 2001.
57
The following table sets forth the gold equivalent production
attributable to Kinross' interest in each of its operating assets during the
last three years. Information for the quarters ended March 31, 2004 and 2003 is
included in the discussion under "Kinross Management's Discussion and Analysis
of Financial Condition and Results of Operations--Management's Discussion and
Analysis for the Quarters Ended March 31, 2004 and 2003--Operating Results."
YEARS ENDED DECEMBER 31,
-----------------------------------------
2003 2002 2001
---- ---- ----
PRIMARY OPERATIONS:.................
Fort Knox........................... 391,831 410,519 411,221
Round Mountain(1)(4)................ 364,271 - -
Porcupine Joint Venture(2).......... 223,960 189,464 156,581
Kubaka(3)........................... 164,006 220,972 237,162
Paracatu (Brasilia)(1)(5)........... 91,176 - -
La Coipa(1)(4)...................... 144,125 - -
Crixas(1)(4)........................ 86,698 - -
Musselwhite(1)(6)................... 64,978 - -
New Britannia(1)(4)................. 31,627 - -
Lupin(9)............................ 56,008 - -
--------- ------- -------
Subtotal......................... 1,618,680 820,955 804,964
--------- ------- -------
OTHER OPERATIONS:
Refugio(4).......................... - 13,047 67,211
Blanket(8).......................... - 41,612 39,592
Denton-Rawhide(7)................... 1,730 11,162 17,713
Andacollo(7)........................ - 1,858 11,718
Hayden Hill......................... - - 1,887
Guanaco............................. - - 1,718
--------- ------- -------
Subtotal.......................... 1,730 67,679 139,839
--------- ------- -------
Total............................. 1,620,410 888,634 944,803
========= ======= =======
-------------------------
(1) Production data is for the eleven months from February to December,
2003.
(2) 2003 production reflects Kinross' 49% ownership interest in the
Porcupine Joint Venture. 2001 and 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, and
its 98.1% thereafter.
(4) Represents Kinross' 50% ownership interest.
(5) Represents Kinross' 49% ownership interest.
(6) Represents Kinross' 31.9% ownership interest.
(7) Includes proportionate share of Denton-Rawhide and Andacollo production,
attributable to the ownership interest in Pacific Rim Mining Corp.
(formerly Dayton Mining Corporation) through December 2003, when the
ownership interest in Pacific Rim was sold.
(8) Because of the economic and political conditions and the negative impact
of inflationary pressures in Zimbabwe, the Blanket mine was written off
in 2001. Kinross commenced cost accounting for this investment in 2002
and ceased reporting its production in 2003.
(9) Production data is for the period January 31, 2003, to August, 2003,
when mining operations were suspended.
58
CALCULATION OF TOTAL CASH COSTS AND REALIZED REVENUE AND RECONCILIATION TO THE
STATEMENT OF OPERATIONS
Total cash costs and realized revenue are non-GAAP measures and are
reconciled to GAAP-based financial measures in the tables below and on the
following pages. These measures are intended to provide investors with
information about the cash generating capabilities (realized revenue, net of
total cash costs per ounce) of the mining operations. Kinross uses this
information for the same purpose and for assessing the relative current
performance and operating efficiencies of its individual mining operations.
Kinross uses this information to assess individual mine performance in
evaluating whether to continue or suspend mining operations. Mining operations
are a capital intensive business with the expenditure of significant amounts in
the acquisition, exploration, and development phases, even before commencement
of mining operations. In addition, capital expenditures are made after the
commencement of mining operations for the maintenance, upgrade, or expansion of
mining equipment and operations. The calculation of total cash costs does not
include these substantial amounts for capital expenditures, even though these
expenditures require the use of cash in prior and current periods. Depreciation,
depletion, and amortization related to historical capital expenditures, the
capital expenditures for each of the periods covered by the financial statements
included herein, and planned capital expenditures are discussed throughout the
Kinross management's discussion and analysis and are included in the segment
information note to the audited consolidated financial statements (Note 19) for
the three years ended December 31, 2003, and for the unaudited interim financial
statements for the quarters ended March 31, 2004 and 2003 (Note 6). While all of
these costs are required by GAAP to be included in the calculation of earnings,
total cash costs and realized revenue is intended to portray the cash generating
capabilities of current operations, without regard to prior capital
expenditures, by showing the difference between the per ounce operating costs
required to recover and refine the gold and the per ounce revenue realized on
the sale of the gold during the year. These measures are commonly used by
producers, technical and market analysts, and market participants involved in
the mining industry as a way to judge the cash generated by current mining
operations. However, the calculation of these measures by Kinross may not be
identical with the calculation of similar measures used by other producers.
Total cash costs and realized revenue 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 from operations or costs as determined under generally accepted
accounting principles.
TOTAL CASH COSTS AND REALIZED REVENUE
The following table sets forth total cash costs and realized revenue for
the three years ended December 31, 2003. Similar information for the quarters
ended March 31, 2004 and 2003 is included in the discussion under "Kinross
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Management's Discussion and Analysis for the Quarters Ended March
31, 2004 and 2003--Costs and Expenses."
YEARS ENDED DECEMBER 31,
------------------------------------------
2003 2002 2001
---- ---- ----
(IN MILLIONS EXCEPT UNIT COSTS)
CASH COSTS
Operating expense per financial statements............... $ 387.3 $ 174.8 $ 180.7
Operating costs for attributable production.............. 0.4 13.4 7.4
Site restoration cost accruals........................... (9.4) (3.0) (1.9)
Change in bullion inventory.............................. (2.5) (2.0) 1.5
Operating costs not related to gold production (16.4) (4.4) (5.2)
----------- ---------- ----------
Total cash costs........................................... $ 359.4 $ 178.8 $ 182.5
=========== ========== ==========
Gold equivalent production-ounces........................ 1,620,410 888,634 944,803
Total cash costs per equivalent ounce of gold.............. $ 222 $ 201 $ 193
REALIZED REVENUE
Mining revenue per financial statement................... $ 571.9 $ 261.0 $ 270.1
Silver revenue........................................... (22.0) (1.4) (1.3)
----------- ---------- ----------
$ 549.9 $ 259.6 $ 268.8
=========== ========== ==========
Gold ounces sold......................................... 1,541,575 848,513 907,149
Total realized revenue per ounce........................... $ 357 $ 306 $ 296
59
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
are included under GAAP in the determination of net earnings or loss.
Total cash costs is calculated in accordance with "The Gold Industry
Production Cost Standard." Total cash costs and realized revenue may not be
comparable to similarly titled measures of other companies.
RECONCILIATION TO SEGMENTED INFORMATION
Total cash costs used by management to assess the cash generating
ability of individual operations as well as to compare with other precious metal
producers. This measure is reconciled in the following table to operating
expenses for calculation of total cash costs per ounce. This measure provides
additional information on the cash cost of production and is congruous to
information included in the segmented information note to the audited
consolidated financial statements for the three years ended December 31, 2003
(Note 19). Similar information for the quarters ended March 31, 2004 and 2003 is
included in the individual mine discussions under "Kinross Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Management's Discussion and Analysis for the Quarters Ended March
31, 2004 and 2003--Operations" as discussed in Note 6 to the unaudited interim
financial statements for the quarters ended March 31, 2004 and 2003.
ROUND HOYLE/
FORT KNOX MOUNTAIN PORCUPINE KUBAKA
FOR THE YEAR ENDED DECEMBER 31, 2003:
Total cash costs:
Operating expense per financial statements ...... $ 92.9 $ 76.7 $ 53.4 $ 30.6
Operating costs for non-consolidated production.. -- -- -- --
Site restoration costs .......................... (2.5) (1.8) (1.6) (0.5)
Change in bullion inventory ..................... 4.8 (1.6) (1.5) 0.3
Management fees ................................. -- -- -- 1.6
Operating costs not related to gold production... -- -- (2.9) --
---------- ---------- ---------- ----------
$ 95.2 $ 73.3 $ 47.4 $ 32.0
========== ========== ========== ==========
Equivalent gold ounces produced ................... 391,831 364,271 223,960 164,006
Total cash costs per ounce ........................ $ 243 $ 201 $ 211 $ 194
Royalties ......................................... $ 1.0 $ 12.5 $ 0.1 $ 3.7
FOR THE YEAR ENDED DECEMBER 31, 2002:
Total cash costs(1):
Operating expense per financial statements ...... $ 99.2 $ -- $ 38.6 $ 28.6
Operating costs for non-consolidated production.. -- -- -- --
Site restoration costs .......................... (1.0) -- (1.5) (0.8)
Change in bullion inventory ..................... (2.9) -- 1.5 (0.1)
Management fees ................................. -- -- -- 1.6
Operating costs not related to gold production... -- -- (0.6) --
---------- ---------- ---------- ----------
Total cash costs of production .................... $ 95.3 $ -- $ 38.0 $ 29.3
========== ========== ========== ==========
Equivalent gold ounces produced ................... 410,519 -- 189,464 220,972
========== ========== ========== ==========
Total cash costs per ounce ........................ $ 232 $ -- $ 201 $ 133
FOR THE YEAR ENDED DECEMBER 31, 2001:
Total cash costs(1):
Operating expense per financial statements ...... $ 82.9 $ -- $ 29.1 $ 34.1
Operating costs for non-consolidated production.. -- -- -- --
Site restoration costs .......................... (1.2) -- (0.2) (0.4)
Change in bullion inventory ..................... 3.3 -- 0.7 (1.6)
Management fees ................................. -- -- -- 2.5
Operating costs not related to gold production... -- -- (1.1) (1.5)
---------- ---------- ---------- ----------
Total cash costs of production .................... $ 85.0 $ -- $ 28.5 $ 33.1
========== ========== ========== ==========
Equivalent gold ounces produced ................... 411,221 -- 156,581 237,162
========== ========== ========== ==========
Total cash costs per ounce ........................ $ 207 $ -- $ 182 $ 140
-------------------------
(1) 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 total cash 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. For a further discussion of this non-GAAP
measure, please refer to the discussion under "Calculation of Total Cash
Costs and Realized Revenue and Reconciliation to the Statement of
Operations," above.
60
EXPLORATION
PARACATU AND CORPORATE
(BRASILIA) LA COIPA CRIXAS MUSSELWHITE E-CRETE ACQUISITIONS AND OTHER TOTAL
---------- -------- ------ ----------- ------- ------------ --------- -----
$ 19.9 $ 34.9 $ 10.5 $ 16.5 $ 2.4 $ -- $ 49.5 $ 387.3
-- -- -- -- -- -- 0.4 0.4
(0.8) (0.6) (0.2) (0.4) -- -- (1.0) (9.4)
(0.4) (0.6) (0.8) 0.8 -- -- (3.5) (2.5)
-- -- -- -- -- -- -- 1.6
(1.1) -- -- (0.2) (2.4) -- (11.4) (18.0)
--------- ------------- --------- --------- ---- ----------- --------- ------------
$ 17.6 $ 33.7 $ 9.5 $ 16.7 $ -- $ -- $ 34.0 $ 359.4
========= ============= ========= ========= ==== =========== ========= ============
91,176 144,125 86,698 64,978 -- -- 89,365 1,620,410
193 $ 234 $ 109 $ 257 $ -- $ -- $ 380 $ 222
$ 0.4 $ -- $ 0.3 $ -- $ -- $ -- $ -- $ 18.0
$ -- $ -- $ -- $ -- $ 3.2 $ -- $ 1.3 $ 174.8
-- -- -- -- -- -- 3.3 13.4
-- -- -- -- -- -- -- (3.3)
-- -- -- -- -- -- -- (2.0)
-- -- -- -- -- -- -- 1.7
-- -- -- -- (3.2) -- (0.9) (5.8)
--------- ------------- --------- --------- ---- ----------- --------- ------------
$ -- $ -- $ -- $ -- $ -- $ -- $ 3.7 $ 178.8
========= ============= ========= ========= ==== =========== ========= ============
-- -- -- -- -- -- 13,020 888,634
========= ============= ========= ========= ==== =========== ========= ============
$ -- $ -- $ -- $ -- $ -- $ -- $ 284 $ 201
$ -- $ -- $ -- $ -- $ 2.6 $ -- $ 3.4 $ 180.7
-- -- -- -- -- -- 7.4 7.4
-- -- -- -- -- -- -- (1.9)
-- -- -- -- -- -- -- 1.5
-- -- -- -- -- -- -- 2.7
-- -- -- -- (2.6) -- (2.4) (7.9)
--------- ------------- --------- --------- ---- ----------- --------- ------------
$ -- $ -- $ -- $ -- $ -- $ -- $ 8.4 $ 182.5
========= ============= ========= ========= ==== =========== ========= ============
-- -- -- -- -- -- 33,036 944,803
========= ============= ========= ========= ==== =========== ========= ============
$ -- $ -- $ -- $ -- $ -- $ -- $ 263 $ 193
61
MARKETING
Gold is a metal that is traded on world markets, with benchmark prices
generally based on the London market (London fix). Gold has two principal uses:
product fabrication and bullion investment. Fabricated gold has a wide variety
of end uses, including jewelry manufacture (the largest fabrication component),
electronics, dentistry, industrial and decorative uses, medals, medallions, and
official coins. Gold bullion is held primarily as a store of value and a
safeguard against the collapse of paper assets denominated in fiat currencies.
Kinross sells all of its refined gold to banks, bullion dealers, and refiners.
In 2003, Kinross had three customers that accounted for 10% or more of total
sales. They were Bank of Nova Scotia, 22.5%; HSBC, 17.0%; and JP Morgan Chase,
21.0%. In 2002, the customers that accounted for 10% or more of total sales were
Alpine Bank, 20%; Societe Generale, 16%; Bank of Nova Scotia, 14%; Hong Kong and
Shanghai Banking Corp., 13%; and JP Morgan Chase, 18%. In 2001, these customers
were Alpha Bank, 20%; Bank of Nova Scotia, 14%; Rothschilds, 14%; and JP Morgan
Stanley, 11%. 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 $416.25 $319.90
2004(1) $427.25 $375.00
-------------------------
(1) Information presented through June 30, 2004.
62
MINERAL RESERVES AND MINERAL RESOURCES
The following tables set forth the estimated mineral reserves and
mineral resources attributable to the interests held by Kinross for each of its
properties which contain mineral reserves:
MINERAL RESERVE AND RESOURCE STATEMENT
ESTIMATED AT AN ASSUMED GOLD PRICE OF $325 PER OUNCE
PROVEN AND PROBABLE MINERAL RESERVES(1,3,5,6,7)
KINROSS GOLD CORPORATION'S SHARE AT DECEMBER 31, 2003
-----------------------------------------------------------------------------------------------------------------------
Kinross PROVEN PROBABLE PROVEN AND PROBABLE
Interest Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces
Property Location (%) (000s) (gpt) (000s) (000s) (gpt) (000s) (000s) (gpt) (000s)
-----------------------------------------------------------------------------------------------------------------------
GOLD
NORTH AMERICA
-----------------------------------------------------------------------------------------------------------------------
Fort Knox and area
(14) USA 100.0% 54,913 0.83 1,464 48,026 0.96 1,481 102,939 0.89 2,945
-----------------------------------------------------------------------------------------------------------------------
Round Mountain and
area(15) USA 50.0% 59,660 0.57 1,099 35,393 0.66 751 95,053 0.61 1,850
-----------------------------------------------------------------------------------------------------------------------
Porcupine Joint
Venture(9,13) Canada 49.0% 9,129 1.39 409 18,033 1.86 1,080 27,162 1.70 1,489
-----------------------------------------------------------------------------------------------------------------------
Aquarius(10) Canada 100.0% - - - 15,017 2.16 1,042 15,017 2.16 1,042
-----------------------------------------------------------------------------------------------------------------------
Musselwhite(13) Canada 31.9% 2,366 5.63 428 1,231 5.81 230 3,596 5.69 658
-----------------------------------------------------------------------------------------------------------------------
Lupin Canada 100.0% 310 7.37 73 248 10.25 82 558 8.64 155
-----------------------------------------------------------------------------------------------------------------------
New Britannia Canada 50.0% 33 4.80 5 167 5.07 27 200 4.98 32
-----------------------------------------------------------------------------------------------------------------------
Kettle River USA 100.0% 405 12.22 159 75 9.09 22 480 11.73 181
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL 126,815 0.89 3,636 118,190 1.24 4,715 245,005 1.06 8,350
-----------------------------------------------------------------------------------------------------------------------
SOUTH AMERICA
-----------------------------------------------------------------------------------------------------------------------
Paracatu
(Brasilia)(11) Brazil 49.0% 163,971 0.42 2,225 31,829 0.38 388 195,800 0.42 2,613
-----------------------------------------------------------------------------------------------------------------------
La Coipa(13,16) Chile 50.0% 11,358 1.20 440 4,327 1.04 145 15,685 1.16 584
-----------------------------------------------------------------------------------------------------------------------
Refugio Chile 50.0% 39,747 0.89 1,138 9,819 0.78 248 49,566 0.87 1,386
-----------------------------------------------------------------------------------------------------------------------
Crixas (12) Brazil 50.0% 1,569 6.39 323 577 7.92 147 2,146 6.81 470
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL 216,644 0.59 4,125 46,551 0.62 927 263,195 0.60 5,052
-----------------------------------------------------------------------------------------------------------------------
ASIA
-----------------------------------------------------------------------------------------------------------------------
Kubaka and area
(17,18) Russia 98.1% 903 3.92 114 720 12.80 296 1,623 7.86 410
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL 903 3.92 114 720 12.80 296 1,623 7.86 410
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
TOTAL GOLD (EXC. BLANKET) 344,362 0.71 7,874 165,461 1.12 5,938 509,823 0.84 13,812
-----------------------------------------------------------------------------------------------------------------------
AFRICA
-----------------------------------------------------------------------------------------------------------------------
Blanket (19) Zimbabwe 100.0% 1,300 3.71 155 1,221 4.18 164 2,521 3.94 319
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
TOTAL GOLD (INC. BLANKET) 345,662 0.72 8,029 166,682 1.14 6,102 512,344 0.86 14,131
-----------------------------------------------------------------------------------------------------------------------
SILVER
SOUTH AMERICA
-----------------------------------------------------------------------------------------------------------------------
La Coipa(13,16) Chile 50.0% 11,358 69.5 25,384 4,327 89.5 12,454 15,685 75.0 37,837
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL 11,358 69.5 25,384 4,327 89.5 12,454 15,685 75.0 37,837
-----------------------------------------------------------------------------------------------------------------------
ASIA
-----------------------------------------------------------------------------------------------------------------------
Kubaka and area
(17,18) Russia 98.1% 903 10.8 313 720 19.1 442 1,623 14.5 755
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL 903 10.8 313 720 19.1 442 1,623 14.5 755
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
TOTAL SILVER 12,260 65.2 25,696 5,047 79.5 12,896 17,307 69.4 38,592
-----------------------------------------------------------------------------------------------------------------------
NOTE: TOTALS MAY NOT ADD, DUE TO ROUNDING.
63
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)(2,3,4,6,7,8)
ESTIMATED AT A GOLD PRICE OF $350 PER OUNCE
KINROSS GOLD CORPORATION'S SHARE AT DECEMBER 31, 2003
-----------------------------------------------------------------------------------------------------------------------
Kinross MEASURED INDICATED MEASURED AND INDICATED
Interest Tonnes Grade Tonnes Grade Tonnes Grade
Property Location (%) (000s) (gpt) (000s) (gpt) (000s) (gpt)
-----------------------------------------------------------------------------------------------------------------------
GOLD
NORTH AMERICA
-----------------------------------------------------------------------------------------------------------------------
Fort Knox and area(14) USA 100.0% - - 1,141 1.12 1,141 1.12
-----------------------------------------------------------------------------------------------------------------------
Round Mountain and area(15) USA 50.0% 7,662 0.43 8,258 0.62 15,920 0.53
-----------------------------------------------------------------------------------------------------------------------
Porcupine Joint Venture(9,13) Canada 49.0% 39 1.55 536 0.68 576 0.74
-----------------------------------------------------------------------------------------------------------------------
Aquarius(10) Canada 100.0% - - - - - -
-----------------------------------------------------------------------------------------------------------------------
Musselwhite(13) Canada 31.9% 696 8.80 612 7.63 1,308 8.25
-----------------------------------------------------------------------------------------------------------------------
Lupin Canada 100.0% - - 305 8.29 305 8.29
-----------------------------------------------------------------------------------------------------------------------
New Britannia Canada 50.0% 95 4.42 954 5.31 1,049 5.23
-----------------------------------------------------------------------------------------------------------------------
Kettle River USA 100.0% - - 126 9.36 126 9.36
-----------------------------------------------------------------------------------------------------------------------
George-Goose Lake(10) Canada 100.0% - - 2,553 12.26 2,553 12.26
-----------------------------------------------------------------------------------------------------------------------
Delamar USA 100.0% 610 0.61 1,762 1.69 2,372 1.42
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL 9,102 1.13 16,247 3.35 25,349 2.56
-----------------------------------------------------------------------------------------------------------------------
SOUTH AMERICA
-----------------------------------------------------------------------------------------------------------------------
Paracatu (Brasilia)(11) Brazil 49.0% - - 76,627 0.39 76,627 0.39
-----------------------------------------------------------------------------------------------------------------------
La Coipa(13,16) Chile 50.0% 223 0.53 131 0.59 353 0.57
-----------------------------------------------------------------------------------------------------------------------
Refugio Chile 50.0% 6,753 1.15 2,210 1.06 8,962 1.13
-----------------------------------------------------------------------------------------------------------------------
Crixas(12) Brazil 50.0% 76 1.51 - - 76 1.51
-----------------------------------------------------------------------------------------------------------------------
Gurupi(10) Brazil 100.0% - - 60,385 1.39 60,385 1.39
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL 7,051 1.14 139,352 0.84 146,403 0.85
-----------------------------------------------------------------------------------------------------------------------
ASIA
-----------------------------------------------------------------------------------------------------------------------
Kubaka and area(17,18) Russia 98.1% - - - - - -
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL - - - - - -
-----------------------------------------------------------------------------------------------------------------------
AUSTRALIA
-----------------------------------------------------------------------------------------------------------------------
Norseman(10) Australia 100.0% - - 850 2.67 850 2.67
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL - - 850 2.67 850 2.67
-----------------------------------------------------------------------------------------------------------------------
TOTAL GOLD (EXC. BLANKET) 16,154 1.13 156,448 1.11 172,602 1.11
-----------------------------------------------------------------------------------------------------------------------
AFRICA
-----------------------------------------------------------------------------------------------------------------------
Blanket(19) Zimbabwe 100.0% - - 584 4.39 584 4.39
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL - - 584 4.39 584 4.39
-----------------------------------------------------------------------------------------------------------------------
TOTAL GOLD (INC. BLANKET) 16,154 1.13 157,032 1.12 173,186 1.12
-----------------------------------------------------------------------------------------------------------------------
64
-----------------------------------------------------------------------------------------------------------------------
SILVER
-----------------------------------------------------------------------------------------------------------------------
NORTH AMERICA
-----------------------------------------------------------------------------------------------------------------------
Delamar USA 100.0% 610 64.8 1,762 39.5 2,372 46.0
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL 610 64.8 1,762 39.5 2,372 46.0
-----------------------------------------------------------------------------------------------------------------------
SOUTH AMERICA
-----------------------------------------------------------------------------------------------------------------------
La Coipa(13,16) Chile 50.0% 223 36.1 131 32.8 353 34.8
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL 223 36.1 131 32.8 353 34.8
-----------------------------------------------------------------------------------------------------------------------
ASIA
-----------------------------------------------------------------------------------------------------------------------
Kubaka and area(17,18) Russia 98.1% - - - - - -
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL - - - - - -
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
TOTAL SILVER 833 57.1 1,893 39.0 2,725 44.5
-----------------------------------------------------------------------------------------------------------------------
NOTE: TOTALS MAY NOT ADD, DUE TO ROUNDING.
-------------------------
(1) Unless otherwise noted, Kinross' reserves are estimated using
appropriate cut-off grades derived from an estimated gold price of $325
per ounce, and a silver price of $4.75 per ounce. Reserves are estimated
using current and/or projected mining recoveries, operating costs, and
mine plans that are unique to each property and include estimated
allowances for dilution (waste) and mining (extraction) losses. Reserve
estimates do not include processing losses. Reserve estimates include
amounts contained in stockpiled material, but do not include estimated
amounts included in material placed on leach pads or gold or silver in
inventory.
(2) Unless otherwise noted, Kinross' resources are estimated using
appropriate cut-off grades derived from an estimated gold price of $350
per ounce, and a silver price of $4.75 per ounce.
(3) Kinross' reserves and resources as at December 31, 2003, are classified
in accordance with the Canadian Institute of Mining Metallurgy and
Petroleum's "CIM Standards on Mineral Resources and Reserves, Definition
and Guidelines" as per Canadian Securities Administrator's National
Instrument 43-101 ("the Instrument") requirements.
(4) CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MEASURED,
INDICATED AND INFERRED RESOURCES. U.S. INVESTORS ARE ADVISED THAT USE OF
THE TERMS "MEASURED RESOURCE," "INDICATED RESOURCE," AND "INFERRED
RESOURCE" ARE RECOGNIZED AND REQUIRED BY CANADIAN SECURITIES
REGULATIONS. THESE TERMS ARE NOT RECOGNIZED BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION. U.S. INVESTORS ARE CAUTIONED NOT TO ASSUME THAT ALL
OR ANY PART OF MINERAL DEPOSITS IN THESE CATEGORIES WILL EVER BE
CONVERTED INTO RESERVES.
(5) The mineral reserves presented herein comply with the reserve categories
of Industry Guide 7 applied in the United States by the Securities and
Exchange Commission.
(6) Individuals supervising the preparation of Kinross' reserve and resource
estimates for the material properties of Kinross presented in this
disclosure are listed in a separate table and meet the definition of a
"qualified person" as described by the Instrument.
(7) Kinross' normal data verification procedures have been used in
collecting, compiling, interpreting, and processing the data used to
estimate reserves and resources. Independent data verification has not
been performed.
(8) Resources, unlike reserves, do not have demonstrated economic viability.
(9) 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, north of
highway 101, 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 highway 101, 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.
(10) Undeveloped property, development assumes successful permitting allowing
mining operations to be conducted.
(11) Operated by Rio Tinto plc.
(12) Operated by AngloGold Ltd.
(13) Operated by Placer Dome Inc.
(14) Includes mineral reserves from the undeveloped Gil and Ryan Lode
deposits, both are part of the Fort Knox and area. Kinross holds a 100%
interest in the properties forming the Fort Knox and area except for the
Gil property in which Kinross holds an 80% interest.
(15) Includes mineral reserves and resources from the undeveloped Gold Hill
deposit, development is dependent on successful permitting.
(16) Includes mineral reserves and resources from the undeveloped Puren Norte
deposit, development is dependent on successful permitting.
(17) Includes mineral reserves from the Birkachan deposit. Open pit mining at
Birkachan has been approved, underground mining remains to be permitted
by Russian authorities.
(18) Includes mineral reserves and resources from the undeveloped Tsokol
deposit, development is dependent on successful permitting.
(19) Reserves and resources have been presented with and without the Blanket
mine located in Zimbabwe, Africa. Due to economic and political
conditions and the negative impact of inflationary pressures in
Zimbabwe, the Blanket mine was written off for financial reporting
purposes in 2001. Kinross continues operations at the mine, but is not
currently reporting production.
65
The following table summarizes the assumptions used in calculating
mineral resources and reserves, including average process recovery, cut off
grade assumptions, the foreign exchange rate into U.S. dollars, total cost per
ounce, and reserve drill spacing. The reserve estimates are based on a gold
price of $325 per ounce. The estimated gold price and foreign exchange rate is
not currently anticipated to change substantially for 2004 and 2005.
RESERVE DRILL SPACING
PROPERTY AVERAGE AVERAGE FOREIGN UNIT -------------------------
PROCESS GOLD CUTOFF EXCHANGE RATES COST PROVEN PROBABLE
RECOVERY (%) GRADE(S) (GPT) (PER U.S. $) (U.S. $/TONNE) (M) (M)
---------------------------------------------------------------------------------------------------------------------
GOLD
Fort Knox and area 85.6% 0.41 to 0.55 N/A $5.25 36.6 48.8
Round Mountain and area 16% to 85% 0.21 to 0.34 N/A $3.02 15.2 30.5
Porcupine Joint Venture 88% to 92% 0.69 to 7.18 1.45 $11.30 7.6 48.8
Aquarius 95.0% 0.50 1.41 $13.50 25.0 25.0
Musselwhite 95.2% 3.45 1.45 $35.74 50.0 50.0
Lupin 93.0% 6.55 1.45 $52.30 4.5 22.9
New Britannia 94.5% 4.15 1.45 $49.32 15.2 61.0
Kettle River 90.0% 7.03 N/A $52.18 22.9 22.9
Paracatu (Brasilia) 80.4% 0.30 3.20 $2.03 100.0 150.0
La Coipa 80.8% 0.45 to 0.92 750.00 $11.84 25.0 50.0
Refugio 48 to 67% 0.38 to 0.56 710.00 $4.53 30.0 60.0
Crixas 92 to 95% 2.31 to 5.82 3.10 $33.15 25.0 50.0
Kubaka and area 97.5% 1.58 to 7.75 N/A $61.80 6.1 40.0
Blanket 89.0% 3.00 2,750.00 $28.75 7.5 50.0
SILVER
La Coipa 62.5% 28.0 to 58.4 750.00 11.84 25.0 50.0
66
Reserve reconciliation is shown in the following table:
2002 PRO-FORMA
RESERVES PRODUCTION 2003 RESERVES
@$U.S. 300/OZ DEPLETION RESERVE GROWTH @$U.S. 325/OZ
MINING OPERATION (OZS AU X 1,000) (OZS AU X 1,000) (OZS. AU X 1,000) (OZS AU X 1,000)
------------------------------------------------------------------------------------------------------
Fort Knox 2,678 (431) 698 2,945
Kubaka 156 (137) 391 410
Refugio 706 0 679 1,386
Round Mountain 1,875 (436) 410 1,850
Kettle River 4 0 177 181
Lupin 332 (60) (117) 155
New Britannia 158 (37) (89) 32
Porcupine Joint Venture 1,485 (252) 256 1489
Musselwhite 667 (91) 82 658
La Coipa 645 (63) 2 584
Crixas 478 (99) 90 470
Paracatu (Brasilia) 2,500 (120) 233 2613
Aquarius 1,189 0 (147) 1,042
Blanket 280 (38) 77 319
-------------------------------------------------------------------------
TOTAL 13,153 (1,764) 2,742 14,131
=========================================================================
The following table reflects proven reserves attributable to Kinross'
ownership interest in the indicated mines contained in stockpiles:
---------------------------- ------------ ------------ ------------- ----------- ------------
KINROSS PROVEN
INTEREST TONNES GRADE OUNCES
PROPERTY LOCATION (%) (000S) (GPT) (000S)
---------------------------- ------------ ------------ ------------- ----------- ------------
---------------------------- ------------ ------------ ------------- ----------- ------------
GOLD
---------------------------- ------------ ------------ ------------- ----------- ------------
Fort Knox USA 100.0% 18,307 0.51 298
---------------------------- ------------ ------------ ------------- ----------- ------------
True North USA 100.0% 825 0.87 23
---------------------------- ------------ ------------ ------------- ----------- ------------
Round Mountain USA 50.0% 38,430 0.45 562
---------------------------- ------------ ------------ ------------- ----------- ------------
Porcupine Joint Venture Canada 49.0% 6,553 0.96 202
---------------------------- ------------ ------------ ------------- ----------- ------------
Kubaka Russia 98.1% 857 2.80 78
---------------------------- ------------ ------------ ------------- ----------- ------------
La Coipa Chile 50.0% 3,813 0.73 89
---------------------------- ------------ ------------ ------------- ----------- ------------
---------------------------- ------------ ------------ ------------- ----------- ------------
SILVER
---------------------------- ------------ ------------ ------------- ----------- ------------
Kubaka Russia 98.1% 857 10.0 275
---------------------------- ------------ ------------ ------------- ----------- ------------
La Coipa Chile 50.0% 3,813 47.2 5,787
---------------------------- ------------ ------------ ------------- ----------- ------------
67
MINERAL RESERVES AND RESOURCES
QUALIFIED PERSONS
The following table identifies the "qualified persons," as defined in
accordance with the Canadian Institute of Mining, Metallurgy and Petroleum's
"CIM Standards on Mineral Resources and Reserves Definition and Guidelines," for
the reserves and resource estimates with respect to the material properties in
which Kinross holds an interest.
--------------------------------------------------------------------------------
Property Qualified Person Company Qualification
--------------------------------------------------------------------------------
Fort Knox R.Cooper Kinross P.Eng
Round Mountain R.Cooper Kinross P.Eng
Porcupine Joint Venture A.Still Placer Dome P.Geo
Musselwhite A.Cheatle Placer Dome P.Geo
Paracatu (Brasilia) M.Sharrat RTZ Geologist
La Coipa J.Ochoa Placer Dome Chief Engineer AusIMM
Crixas W.Yamaoka AngloGold Geologist CREA
Kubaka R.Cooper Kinross P.Eng
--------------------------------------------------------------------------------
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 acquisition of Kinam on June 1, 1998. The
Fort Knox property has been pledged as security against the syndicated credit
facility which supports, INTER ALIA, $25.5 million of industrial revenue bonds
outstanding as at December 31, 2003.
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 2003 or 2002.
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.
68
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 $1.0 million in 2003 and $0.6 million in 2002.
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 held 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 2003 and 2002.
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-48 Celsius
(-40 to -55 degrees Fahrenheit), while in the summer, highs may occasionally
exceed 32 degrees Celsius (90 degrees Fahrenheit). The annual rainfall in
Fairbanks is approximately 30 centimeters.
The area topography consists of rounded ridges with gentle side slopes.
Vegetation includes spruce, birch and willow trees and various shrubs, grasses
and mosses. The elevation ranges from 1,000 to 1,600 meters.
69
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 a
geologic formation called the Yukon - Tanana Uplands. The Yukon - Tanana Uplands
consists of a thick sequence of metamorphic rocks that range from Precambrian to
upper Paleozoic in age. The dominant rock unit in the district is the Fairbanks
Schist, a geologic unit comprised mostly 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.
Several intrusive bodies of different ages penetrate the Yukon-Tanana
Uplands. They generally range from ultramafic to felsic in composition, and can
be distinguished from older intrusive rocks by their lack of metamorphic
textures.
The mineral deposits are partially situated in a structurally complex
zone that has a northeast elongated orientation that parallels a fault called
the Eldorado Fault. It is characterized by a series of folds, shear zones,
breccias, and occasional low angle faults. These structures, which were
important to the localization of gold mineralization, show a dominant
strike-slip movement.
The Fort Knox gold deposit is hosted by a granitic intrusive body
affecting the Yukon-Tanana Uplands. The surface exposure of the intrusive stock
is elongated and measures approximately 1,067 meters in the east-west direction
and 610 meters north-south.
Gold occurs in and along the margins of pegmatites, quartz veins and
veinlets, quartz-filled deformation zones (shear zones), and fractures within
the granite. Fractures that predated the mineralization provided the conduits
for the deposition of gold. 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.
70
There appear to be two distinct zones of gold distribution within the
deposit: the inner zone, which is characterized by 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 shear zones is distributed
relatively evenly, and individual gold grains are generally less than 100
microns in size. In contrast, the stockwork veins have gold particle size and
distribution that are more erratic. Overall, the mineralized zone has a very low
sulfide content.
The True North gold deposits lies within a metamorphic unit called
Chatanika terrane, constituted of marbles that are erosional remnants, schists
of various composition, phyllites and quartzites. The gold mineralization 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 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, 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 the 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.
Historically, Kinross has utilized the services of two firms - ALS Chemex
Laboratories and Bondar-Clegg (now owned by the ALS Chemex group). Check assay
work during 2003 was switched to American Assay Laboratories, Inc. after
Bondar-Clegg was acquired by the ALS Chemex group.
Kinross' regional exploration within the Fairbanks district totaled $2.4
million during 2003. Planned exploration spending for 2004 is $1.6 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,
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 the Fort
Knox and True North deposits. The Fort Knox deposit has been defined by 594
drill holes (201 core holes and 393 reverse circulation holes totaling
71
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, together with
information about the host rock, 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 samples are regularly photographed and then logged and sampled in one and a
half meter intervals. Data is entered on the logs in a digital format. Special
emphasis is placed on 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 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.
72
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, 2003, and 2002:
2003 (AT A 2002 (AT A
GOLD PRICE OF GOLD PRICE OF
U.S. $325 PER U.S. $300 PER
OUNCE) OUNCE)
----------------------------------------------- -------------------------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ----- ------- ------ ----- -------
(000'S) (GPT) (000'S OZ) (000'S) (GPT) (000'S OZ)
Proven(1) 54,913 0.83 1,464 58,414 0.84 1,571
Probable 48,026 0.96 1,481 38,744 0.89 1,107
------- ---- ----- ------ ---- -----
Total 102,939 0.89 2,945 97,158 0.86 2,678
======= ==== ===== ====== ==== =====
-------------------------
(1) Includes 19,132,000 tonnes of stockpiled material at December 31, 2003,
with an average grade of 0.53 gpt or 321,000 ounces of proven reserves.
In addition to estimated proven and probable reserves, as at December
31, 2003, the Fort Knox mine and area has an estimated 1.141 million tonnes of
measured and indicated resources at an average grade of 1.12 grams of gold per
tonne at a gold price of U.S. $350 per ounce. 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 36,400 tonnes per day is scheduled to be processed
in 2004, with True North providing 8% of the mill feed. Mill feed is first
crushed to minus 20 centimeters in the primary crusher located near the Fort
Knox pit and conveyed 800 meters to a coarse-ore stockpile located near the
mill. The crushed material is conveyed to a semi-autogenous (SAG) mill, which
operates 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.
Kinross estimates the net present value of future cash outflows for site
restoration costs at Fort Knox and True North under CICA Handbook section 3063,
which is effective for years beginning January 1, 2004, at $18.9
73
million. Kinross has posted $14.6 million of letters of credit to various
regulatory agencies in connection with its closure obligation at Fort Knox and
True North.
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 has been stabilized.
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 19 dewatering wells, which produce approximately
650 gallons per minute. In 2004, two additional wells will be drilled.
Stripping of Phase-6 is scheduled to begin in 2004 on the 2200 bench.
Before sustained mill feed rates from Phase-6 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 of 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. Mined 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 the primary crusher.
Mining at True North was temporarily suspended during the first quarter
of 2004 in order to use the mining equipment at the Fort Knox pit. It is
anticipated that mining operations at True North will recommence during the
fourth quarter of 2004 and continue into 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.
74
As the mine is a side hill excavation, waste rock is placed 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. Work 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 Kinross' 100% owned Fort Knox mine for the three
years ended December 31, 2003:
YEARS ENDED DECEMBER 31,
---------------------------------------------
2003 2002 2001
---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:
Tonnes mined (000's)....................................................... 39,213.9 32,699.0 31,212.9
Tonnes of ore processed (000's)............................................ 13,684.6 13,842.9 14,209.1
Gold grade (gpt)........................................................... 1.07 1.09 1.05
Average gold recovery (%).................................................. 83 84 86
Gold equivalent production................................................. 391,831 410,519 411,221
Number of employees........................................................ 402 388 361
SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):
Revenue.................................................................... $ 136.3 $ 131.6 $ 109.0
------------ ---------- ----------
Cost of production......................................................... 95.2 95.3 85.0
Inventory change/other..................................................... (4.8) 2.9 (3.3)
Site restoration cost accruals............................................. 2.5 1.0 1.2
Depreciation, depletion and amortization................................... 35.9 54.9 42.9
Interest................................................................... 1.2 1.5 3.6
Exploration................................................................ 2.4 1.6 0.5
------------ ---------- ----------
132.4 157.2 129.9
------------ ---------- ----------
Net earnings (loss)........................................................ $ 3.9 $ (25.6) $ (20.9)
============ ========== ==========
OTHER FINANCIAL INFORMATION:
Capital expenditures (millions)............................................ $ 26.5 $ 15.0 $ 20.2
Unit costs:
Total cash costs per gold equivalent ounce produced...................... $ 243 $ 232 $ 207
Total cash costs per tonne milled........................................ $ 7 $ 7 $ 6
Total production cost per gold equivalent ounce.......................... $ 341 $ 343 $ 314
Total cash costs is a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under "Calculation of Total
Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations," above.
For further information on the 2003, 2002, and 2001, results, refer to
the disclosure included under "Kinross Management's Discussion and Analysis of
Financial Condition and Results of
Operations--Financial/Operations--Operations--Mine Operations--Fort Knox Mine
(100% ownership and operator); USA."
75
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 will be
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 2003 were $26.5
million compared to $15.0 million during 2002. The majority of the capital
expenditures was directed towards equipment purchases and rebuilds, the drilling
of pit de-watering wells, and exploration. Capital expenditures for 2004 are
planned to be $39.0 million, including mining equipment, development, a tailings
dam lift, pit de-watering wells, and exploration. The majority of the increase
in capital expenditures in 2003 was due to equipment purchases and rebuilds.
During 2003, exploration was conducted within the Fort Knox pit, on the
Gil project and at Ryan Lode. Results from the Fort Knox in-pit work confirmed
sufficient continuity of the mineralized zones to justify a major pit wall
layback at an assumed gold price of $325 per ounce. This major layback is
comprised of a three-year, approximately $60 million capital expenditure
project, mostly in the form of stripping to liberate ore to prolong the economic
life of the Fort Knox mine.
76
[PICTURE]
--------------------------------------------------------------------------------
Fairbanks Gold Mining, Inc. Fort Knox Mine Fort Knox Mine
A Subsidiary of Kinross Gold Corporation General Arrangement
--------------------------------------------------------------------------------
77
True North Property Map
[PICTURE]
78
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. 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. 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.
79
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.
PROPERTY DESCRIPTION AND LOCATION
HOYLE POND UNDERGROUND MINE AND BELL CREEK MILL
The Hoyle Pond underground mine and mineral claims and the Bell Creek
mill are located in Hoyle Township in Timmins, Ontario on 4,065 hectares of
patented land, land leased from the province and one private lease. The leases
expire at various times from September 2004 to January 2025. Subject to the
satisfaction of conditions, the leases can be renewed for additional terms of 10
to 21 years. The private lease is for a term of 20 years and is in good standing
until May 31, 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 royalty requiring payment at present is a tonnage-based
royalty on the private lease. Royalty payments were insignificant in 2003 and
2002.
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 and the Paymaster property that lies to the west of the Dome open pit.
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.
80
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.
A Pamour open pit feasibility study was finalized in late 2003 and
permitting work was initiated. 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. Demolition of the old
Pamour headframe and associated infrastructure was completed in preparation for
the development of the open pit operations. Saleable production is expected to
commence in 2005.
The Porcupine Joint Venture 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.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
Access to the Hoyle Pond mine is via a five kilometer all weather gravel
road north of Highway 101. Services are generally acquired from vendors in the
Timmins area. Adequate process water is available from the clear water pond at
the tailings, while make up water and potable water comes from underground
supply.
The existing Dome mill consists of three stages of crushing, rod/ball
and primary ball grinding, gravity recovery, cyanide leach, carbon-in-pulp,
carbon elution, solution electrowinning and direct smelting. Tailings are pumped
to a tailings basin where the solids settle out and a portion of the solution is
recycled to the mill. Excess effluent is seasonally treated and discharged.
As part of the Pamour project, the mill will be upgraded in 2004 with
the installation of a large rod mill in series with the existing primary ball
mill to provide additional grinding capacity for the harder Pamour ores. Three
leach tanks will be installed to provide longer leach retention time, and a new
carbon elution and regeneration circuit will be installed, together with an
upgrade to the process control network. This expansion will allow processing of
11,000 tonnes per day at a 95% mill utilization rate, making the mill more
efficient and flexible for processing ores from the Dome, Holye Pond, Pamour,
and other orebodies.
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.
81
The dominant surface material in the Dome mine area is glacial till
overlain by glaciolacustrine silts and clays. Mine waste and tailings cover some
areas closer to the mine.
The Pamour mine is located two kilometers south of the Hoyle Pond mine
and is accessible by an unpaved road. The Nighthawk lake mine is located 17
kilometers southeast of the Hoyle Pond mine and accessible by 10 kilometers of
paved roads and seven kilometers of unpaved roads.
The area climate consists of cold winters and hot summers. Temperatures
range from below -40 degrees Celsius (-40 degrees Fahrenheit) to above +30
degrees Celsius (+95 degrees Fahrenheit). Mean precipitation is approximately 80
centimeters annually.
The topography of the area is typical of the Canadian Shield and
consists of an irregular surface with moderate relief. The topographic highs are
the result of bedrock outcrops and are surrounded by low lying areas of poorly
drained wetlands. Vegetation includes spruce, pine, poplar and birch trees and
various shrubs, grasses and mosses. The elevation ranges from 200 meters to 300
meters.
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, 2003, the Dome mine has
produced 15,116,739 ounces of gold, making it the second largest gold producer
of the Timmins camp.
82
GEOLOGY AND MINERALIZATION
REGIONAL
All of the properties comprising the Porcupine Joint Venture lie within
the Porcupine Gold Camp (the "PGC"). The PGC, located in the Archean Abitibi
greenstone belt, has been the most productive gold-producing field in North
America. Total historic production is in excess of 62 million ounces of gold.
This production has come from quartz-carbonate lode systems hosted within low
temperature metamorphic rocks (greenschist facies). Lodes are found in a
corridor up to 10 kilometers wide parallel to the 200 kilometers long Destor
Porcupine Fault. At the regional scale, gold deposits are spatially associated
with regional fault zones. At the camp scale, gold deposits generally occur
within five kilometers of, but not in, the regional faults.
HOYLE POND
The Hoyle Pond Main Zone and 1060 Zone deposits, both of which are in
production, occur on opposite limbs of an open, northeast plunging
fold-structure (anticline), hosted within sheared and metamorphosed basalts rich
in pyroxenes. The 7 Vein system occurs as a series of stacked, flat to gently
northeast dipping veins at the nose of the anticline 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. Volcanic rocks occupy the area north of the mine
and include interlayered mafic to ultramafic units. Sedimentary rocks including
greywackes, argillites, and conglomerates are found to the south. Gold
mineralization is hosted by both volcanic and sedimentary rocks and related to
both individual quartz veins and vein swarms, which trend mainly east-west.
Volcanic-hosted ore bodies include shallow north-dipping single vein structures
within mafic volcanics, as well as irregular shaped vein swarms along various
lithologic contacts within the volcanic sequence. Sedimentary hosted ore bodies
include irregular shaped vein swarms along the unconformity as well as narrow,
steep south-dipping veins in greywacke further to the south.
NIGHTHAWK LAKE MINE
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 with intrusions 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.
83
DOME MINE
The Dome mine lies on the south limb of the Porcupine syncline in an
area where the Archean Metavolcanics are overlain by the metasedimentary rocks.
Gold mineralization is found in a number of different rock types and in
association with a number of different structural settings. Mineralization in
the district is commonly associated with the northeasterly plunge of the
Porcupine syncline.
At the mine site, the local sequence of north dipping metavolcanics and
metasedimentary rocks have been folded to form a northeasterly plunging
structure, referred to as "Greenstone Nose." Sediments consisting of
conglomerates, slates and greywackes are draped around this structure and form
the "Sedimentary Trough" on the south side.
Immediately south of the "Sedimentary Trough" lies an east-west
striking, highly strained zone in which magnesium rich, carbonatized rock
occurs. This highly altered zone corresponds to the trace of the ductile Dome
Fault interpreted to represent a branch off the main Destor-Porcupine Fault. To
the west, the Dome Fault Zone passes between two major porphyritic intrusive
bodies--the Paymaster and the Preston Porphyries. To the east, lenses of
porphyry, similar compositionally to the main porphyry bodies, occur within the
Dome Fault Zone. To the south of the Dome Fault Zone are the "Southern
Greenstones," a south-dipping sequence of basalts consisting of massive and
pillowed flows.
Mineralization occurs mainly in association with structurally controlled
quartz and quartz-ankerite veins. Principal orebodies can be classified into
three main types: Long narrow veins in shear zones parallel to the stratigraphic
trend; swarms of en-echelon veins and stockworks of veins; and disseminated
mineralization, in which the gold is associated with pyrite and/or pyrrhotite
and little or no vein material is present.
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 $2.5
million during 2003. Kinross' share of the planned exploration spending for 2004
is $2.5 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 during 2003. 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.
84
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 December 31, 2002, Kinross' analytical work is completed at the
Dome mine lab with the Bell Creek lab placed on care and maintenance. At the
Dome mine lab, all gold analyses are completed using conventional fire assay
with an AA finish. Samples with visible gold are assayed using either a
gravimetric finish or pulp metallic assay. Each assay tray at the Dome mine lab
includes at least one standard, one check and one 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 Kinross' 49% interest in the Porcupine Joint Venture as at December
31, 2003, and 2002:
2003 (AT A 2002 (AT A
GOLD PRICE OF GOLD PRICE OF
U.S. $325 PER U.S. $300
OUNCE) PER OUNCE)
----------------------------------------------- -----------------------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ----- ------- ------ ----- -------
(000'S) (GPT) (000'S OZ) (000'S) (GPT) (000'S OZ)
Proven(1) 9,129 1.39 409 7,995 1.39 357
Probable 18,033 1.86 1,080 20,855 1.68 1,128
------ ---- ----- ------ ---- -----
Total 27,162 1.70 1,489 28,850 1.60 1,485
====== ==== ===== ====== ==== =====
-------------------------
(1) Includes 6,553,000 tons of stockpiled material at December 31, 2003,
with an average grade of 0.96 gpt or 202,000 ounces of proven reserves.
In addition to proven and probable reserves, as at December 31, 2003,
the Porcupine Joint Venture has an estimated 0.58 million tonnes of measured and
indicated resources at an average grade of 0.74 grams of gold per tonne at an
assumed gold price of U.S. $350 per ounce. 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.
85
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.
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 had its final year of full production in 2003
after 93 years of operation that began in 1910. Attempts to extend the mine life
are being evaluated with on-going exploration of areas within and peripheral to
the mine.
The Dome open pit 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. The Pamour open pit
feasibility study was completed in 2003 and permitting work initiated.
Demolition of existing infrastructure at Pamour that will not be used in the new
mining operations has been completed. Construction of the haul road and 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.
86
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.
Kinross' share of the net present value of future cash outflows for site
restoration costs at the Porcupine Joint Venture under CICA Handbook section
3063, which is effective for fiscal years beginning January 1, 2004, are
estimated to be $9.9 million at December 31, 2003. Kinross has posted letters of
credit totaling $3.2 million for site restoration obligations with the
provincial government in connection with its share of closure obligations.
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold production, operating and
financial data relating to Kinross' 49% ownership interest in the Porcupine
Joint Venture for year ended December 31, 2003, and the six months ended
December 31, 2002. Results prior to June 30, 2002, pertain to the 100% owned
Hoyle Pond mine:
YEARS ENDED DECEMBER 31,
-----------------------------------------------
2003 2002 2001
---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:
Tonnes mined (000's)(1).................................................... 33,995.0 10,821.9 635.8
Tonnes of ore processed (000's)(1)......................................... 4,130.0 2,390.7 443.9
Gold grade (gpt)........................................................... 3.73 5.00 12.40
Average gold recovery (%).................................................. 92 91 88
Gold equivalent production(3).............................................. 223,960 189,464 156,581
Number of employees(2)..................................................... 773 756 379
SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS)(III):
Revenue.................................................................... $ 83.0 $ 58.2 $ 41.7
------------ ---------- ---------
Cost of production......................................................... 47.4 38.0 28.5
Inventory change/other..................................................... 1.5 (1.5) (0.7)
Site restoration cost accruals............................................. 1.6 1.5 0.2
Depreciation, depletion and amortization................................... 24.1 16.4 13.2
Care and maintenance....................................................... 2.9 0.6 0.9
Exploration................................................................ 2.5 1.9 0.3
---------- ---------- ---------
80.0 56.9 42.4
------------ ---------- ---------
Net earnings (loss)........................................................ $ 3.0 $ 1.3 $ (0.7)
============ ========== =========
OTHER FINANCIAL INFORMATION:
Capital expenditures (millions)(3)......................................... $ 8.3 $ 6.7 $ 7.9
Unit costs:
Total cash costs per gold equivalent ounce produced...................... $ 211 $ 201 $ 182
Total cash costs per tonne milled........................................ $ 23 $ 32 $ 64
Total production cost per gold equivalent ounce.......................... $ 326 $ 295 $ 268
-------------------------
(1) Tonnes mined and ore processed includes 100% of mine production.
(2) Number of employees includes all employees and contractors on site.
(3) 2003 and 2002 gold equivalent production, selected financial information
and capital expenditures are 49% of the results of the Porcupine Joint
Venture commencing July 1, 2002. Prior results are 100% interest in the
Hoyle Pond Mine.
87
Total cash costs is a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under "Calculation of Total
Cash Costs and Realized Revenue and Reconciliation to the Statements of
Operation," above.
For further information on the 2003, 2002, and 2001, results, refer to
the disclosure included under "Kinross Management's Discussion and Analysis of
Financial Condition and Results of
Operations--Financial/Operations--Operations--Mine Operations--Porcupine Joint
Venture (49% interest, Placer Dome 51%, operator), Canada."
PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES
The proven and probable reserves are sufficient for ten 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 2003 were $8.3 million compared to $6.7 million during 2002. The
capital expenditures for 2003 included expenditures on the tailings dam lift and
the development of the Pamour project. The majority of the increase in capital
expenditures in 2003 was due to the advancement of the Pamour project. Capital
expenditures in 2004 are planned to be $28.7 million for Kinross' share of the
Pamour project and Hoyle Pond development.
88
PORCUPINE JOINT VENTURE PROPERTY POSITION
[PICTURE]
89
KUBAKA MINE, RUSSIAN FEDERATION
Kinross owns a 98.1% interest in the Omolon Gold Mining, Inc.
("Omolon"), a Russian joint stock company. Omolon is operated under a
contractual agreement whereby a wholly-owned subsidiary of Kinross, Kinam
Magadon Gold Corporation, is the operator and manager. The major assets of the
joint stock company are the Kubaka mine and the Birkachan exploration project
located in the Russian Far East. The majority of Kinross' prior 54.7% ownership
interest in the Kubaka mine was acquired in connection with the acquisition of
Kinam 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
February 28, 2003, increasing Kinross' interest in Omolon to 98.1% from 54.7%.
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 two
small underground projects. The stockpiles, the Kubaka underground mining
operations, and the Tsokol deposit are located on the original land allotment
for the Kubaka project.
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 2003, the
Kubaka mine was subject to total royalty and production based taxes of 6.0%.
Kinross' proportionate share of royalties and production based taxes were $4.8
million in 2003.
The Birkachan exploration project covers approximately 515 hectares and
is located 28 kilometers north of the Kubaka operations. The Birkachan project
is not included in the Kubaka land allotment. A separate license has been
granted to Omolon allowing exploration and mining activities on the Birkachan
project. Initial production at the Birkachan project has commenced and is
expected to continue through 2005.
All requisite permits have been obtained for the mining and continued
operation of the Kubaka open pit mine and Birkachan and are in good standing.
Kinross is in compliance with the Kubaka and Birkachan 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 Birkachan project is located 28-kilometers north of the Kubaka
project site. Winter access to the Birkachan 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.
90
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 (-60 degrees Fahrenheit) to above 32 degrees Celsius (90 degrees
Fahrenheit). Mean precipitation is approximately 40 centimeters annually.
The area is 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 Russian 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
included 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.
91
The ore body 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 Birkachan 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 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 2003 were $1.3 million.
Planned exploration expenditures in 2004 are $2.5 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.
Drill and other exploration samples collected for use for geological
modeling and resource estimation are 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 Birkachan 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 the resource appears
to be good.
92
MINERAL RESERVE ESTIMATES
The following table sets forth the estimated proven and probable
reserves for the Kubaka mine as at December 31, 2003, and 2002, and represents
Kinross' 98.1% interest at December 31, 2003 and its 54.7% at December 31,2002:
2003 (AT A 2002 (AT A
GOLD PRICE OF GOLD PRICE OF
U.S. $325 PER U.S. $300 PER
OUNCE) OUNCE)(1)
----------------------------------------------- -----------------------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ----- ------- ------ ----- -------
(000'S) (GPT) (000'S OZ) (000'S) (GPT) (000'S OZ)
Proven(2) 903 3.92 114 920 4.46 132
Probable 720 12.80 296 33 22.62 24
----- ----- --- --- ----- ----
Total 1,623 7.86 410 953 5.09 156
===== ===== === === ===== ===
-------------------------
(1) Reflects Kinross' 54.7% interest at December 31, 2002.
(2) Includes 857,000 tonnes of stockpiled material at December 31, 2003,
with an average grade of 2.80 gpt or 78,000 ounces of proven gold
reserves and 857,000 tonnes of stockpiled material at December 31, 2003,
with an average grade of 10 gpt or 275,000 ounces of proven silver
reserves.
As at December 31, 2003, the Kubaka deposit did not host any measured
and indicated resources at an assumed gold price of U.S. $350 per ounce.
MINING AND MILLING OPERATIONS
Open pit mining ended in October 2002. Kinross commenced processing the
low-grade stockpiles and, during 2003, supplemented this with underground ore
from the North High Wall, Center Zone, and North Vein.
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 Center Zone is located in the bottom of the pit and is accessed with
a spiral ramp. The ore is mined with a long-hole mining method. The North Vein
is accessed from an existing drift and is mined utilizing a shrink stoping
method. The North High Wall underground mining operation was completed in the
first quarter of 2004.
The mineralized stockpiles will be depleted in the first quarter 2005.
The Kubaka underground operations (the Central Zone, and the North Vein), will
be exhausted by December 2004.
The mineralized stockpiles are located varying distances from the
crusher yard. Slightly less than half the mill feed for 2004 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.
93
The Birkachan deposit is located 28 kilometers north of the Kubaka mill.
It was discovered by drilling in 1999 as follow-up to regional stream sediment
and soil geochemistry surveys. It forms a complex of epithermal veins and
veinlet swarms in faulted Devonian volcanics similar to Kubaka. The surrounding
alteration and low grade mineralization can be traced for almost 3 kilometers
along the axis of the Mezinitz valley. To date, six different veins or zones
have been identified in over 80,000 meters of diamond drilling. Vein 5 and zone
4 have been drilled on 50 meter centers and, locally, 25 meter centers. This
mineralization is exploitable by open pit mining methods and contains an
estimated 299,000 tonnes of 10.70 grams per tonne gold in the probable reserve
category. Preliminary metallurgical testwork indicates the gold is recoverable
in the Kubaka mill circuit.
Kinross is conducting further drilling and exploration activities in
order to determine whether or not additional mineralization exists that could be
exploited by an underground mine.
To date, a 70 person camp, a maintenance shop, and a fuel and explosive
storage have been set up on site. Prestripping has started and it is expected
that stockpiling of ore will commence in the spring of 2004. Test pitting and
environmental permits have been received.
Open pit operations are expected to continue for 12 - 15 months after
which an underground access ramp is being planned. Trade-off studies to review
lower grade cutoffs to potentially expand the pit resource are underway.
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, 2003, the mill had processed 882,800
tonnes resulting in 164,006 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 Corporate Environmental 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 2003, 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 2004,
the plan is to fully reclaim an additional 30 hectares. The net present value of
future cash outflows for site restoration costs at the Kubaka mine under CICA
Handbook section 3063, which is effective for fiscal years beginning January 1,
2004, are estimated to be $5.2 million at December 31, 2003. There is no
requirement to post financial assurance in Russian currently.
The underground project returns an operating profit over the duration of
the project life.
94
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold production, operating and
financial data relating to Kinross' 98.1% ownership interest (net of
non-controlling interest) in the Kubaka mine for the 10 months ended December
31, 2003. Prior to February 28, 2003, Kinross owned 54.7% of the Kubaka mine.
YEARS ENDED DECEMBER 31,
--------------------------------------------
2003 2002 2001
---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION
Tonnes mined (000's)(1).................................................... 141.4 6,227.5 9,938.9
Tonnes of ore processed (000's)(1)......................................... 882.8 849.9 889.3
Gold grade (gpt)........................................................... 6.42 14.93 15.28
Average gold recovery (%).................................................. 97 98 98
Gold equivalent production(3)..............................................164,006 220,972 237,162
Number of employees(2)..................................................... 451 374 466
SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):(4)
Revenue....................................................................$ 61.0 $ 71.5 $ 71.3
------- ------- --------
Cost of production......................................................... 32.0 29.3 33.1
Inventory change/other..................................................... (1.9) (1.5) 1.0
Site restoration cost accruals............................................. 0.5 0.8 0.4
Depreciation, depletion and amortization................................... 16.7 20.1 24.0
Interest................................................................... 0.2 0.3 2.0
Foreign exchange gain...................................................... (0.8) -- --
Exploration................................................................ 1.3 1.2 2.1
------- -------- --------
48.0 50.2 62.6
------- ------- --------
Earnings before taxes...................................................... 13.0 21.3 8.7
Income and mining taxes.................................................... 3.6 6.2 4.3
Non-controlling interest................................................... 0.2 -- --
------- ------- --------
Net earnings...............................................................$ 9.2 $ 15.1 $ 4.4
======= ======= ========
OTHER FINANCIAL INFORMATION:
Capital expenditures (millions)(4).........................................$ 1.7 $ 0.1 $ 0.4
Unit costs:
Total cash costs per gold equivalent ounce produced......................$ 194 $ 133 $ 140
Total cash costs per tonne milled........................................$ 43 $ 63 $ 68
Total production cost per gold equivalent ounce..........................$ 300 $ 227 $ 242
-------------------------
(1) Tonnes mined and ore processed includes 100% of mine production.
(2) Number of employees includes all employees and contractors on site.
(3) Gold equivalent production is 98.1% of mine production for the 10 months
ended December 31, 2003, and 54.7% of mine production for the periods
prior to February 28, 2003.
(4) Selected financial information and capital expenditures are 100% of the
results of the Kubaka mine commencing March 1, 2003. Prior results are
54.7% of the Kubaka mine.
Total cash costs is a non-GAAP measure. For further information on this
non-GAAP measures, please refer to the disclosure under "Calculation of Total
Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations," above.
For further information on the 2003, 2002, and 2001, results, refer to
the disclosure included under "Kinross Management's Discussion and Analysis of
Financial Condition and Results of
Operations--Financial/Operations--Operations--Mine Operations--Kubaka (98.1%
ownership and operator), Russia."
95
PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES
It is anticipated that the production attributable to Kinross' 98.1%
interest in Kubaka during 2004 will be 132,042 gold equivalent ounces, with a
total cost per ton of $69, at an estimated mill recovery of 96%. Total estimated
production over the remaining life of mine, extending into 2009, is 423,000 of
gold equivalent ounces.
Kinross' share of capital expenditures at the Kubaka operations in 2003
was $1.7 million compared to $0.1 million during 2002. The majority of the
increase in capital expenditures in 2003 was due to equipment purchases for
underground mining. Kinross plans to spend $11.2 million in 2004 on capital
expenditures, principally to develop the Birkachan test pit and commence
underground exploration and development of the Tsokol vein.
96
KUBAKA SITE PLAN
[PICTURE]
97
LA COIPA MINE
Kinross owns a 50% interest in the La Coipa mine through a joint venture
with Placer Dome. Placer Dome is the operator of the mine. Kinross acquired the
La Coipa mine in connection with its acquisition of TVX in January 2003.
PROPERTY DESCRIPTION AND LOCATION
The La Coipa mine is located in the Atacama Region of northern Chile,
approximately 1,000 kilometers north of Santiago and 140 kilometers northwest of
the community of Copiapo, Chile. The mine is operated by a Chilean contractual
company, Compania Minera Mantos de Oro ("MDO"), a joint venture between a
wholly-owned subsidiary of Placer Dome (50%) and Kinross (50%). 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 17% in 2004 and subsequent
years. Depreciation and amortization of capital costs is allowed as a deduction
in the calculation of taxable income. Corporate taxes are estimated at $1.9
million in 2004 with respect to Kinross' interest. 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.
98
The climate is considered pre-arid Mediterranean, subject to low
temperatures, strong winds and some snow during the winter. Despite the adverse
climate, mining operations are performed year-round without interruption.
Temperatures range from a high of 25 degrees Celsius (77 degrees Fahrenheit) to
a low of -10 degrees Celsius (14 degrees Fahrenheit). Water is scarce in the
area, but the Salar de 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%.
Kinross acquired TVX's ownership in La Coipa on January 31, 2003, on
completion of the business combination of Kinross, TVX, and Echo Bay.
GEOLOGY AND MINERALIZATION
The La Coipa mine is located in the northern Chilean volcanic belt known
as the Maricunga belt. It hosts a series of deposits of economic interest,
including Esperanza, Lobo-Marte, El Hueso, and La Pepa.
The La Coipa and surrounding deposits form part of a precious metal
epithermal system. Three main mineralized zones are found at La Coipa. They are
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 Ladera-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-Farellon and western Coipa Norte have high
silver-to-gold ratios, mushroom-like shapes and are hosted in the tertiary
pyroclastic unit.
The most common precious metal-bearing minerals are cerargyrite, several
other silver halide complexes, native silver, electrum and native gold as free
particles in the size range of 0.5 to 50 microns. Mercury is common in all the
deposits and occurs as calomel.
All the known reserves at La Coipa are found in oxidized zones. Both
Ladera-Farellon and the silver orebody in Coipa Norte are located in the western
and upper portions of the mineralized zones. At Coipa Norte, the silver orebody
outcrops are closely associated with pervasively silicified rocks. The presence
of bedded outflow material and geyserites suggest that this area has not been
subjected to significant erosion.
99
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.
Kinross' share of exploration expenditures totaled $0.9 million during
2003. Kinross' share of the planned exploration spending for 2004 is $0.8
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.
100
MINERAL RESERVES AND RESOURCE ESTIMATES
The following table sets forth the estimated proven and probable
reserves for the La Coipa mine as at December 31, 2003, and 2002, and represents
Kinross' 50% interest:
2003 (AT A 2002 (AT A
GOLD PRICE OF GOLD PRICE OF
U.S. $325 PER U.S. $300 PER
OUNCE) OUNCE)
------------------------------------------------ ------------------------------------------------
GOLD SILVER GOLD SILVER
TONNES GRADE GRADE TONNES GRADE GRADE
------ ----- ----- ------ ----- -----
(MILLIONS) (GPT) (GPT) (MILLIONS) (GPT) (GPT)
Proven(1) 11.4 1.20 69.5 14.0 1.15 58.3
Probable 4.3 1.04 89.5 3.8 1.05 47.4
---- ---- ---- ---- ---- ----
Total 15.7 1.16 75.0 17.8 1.13 56.0
==== ==== ==== ==== ==== ====
2003 (AT A GOLD PRICE OF 2002 (AT A GOLD PRICE OF
U.S. $325 PER OUNCE) U.S. $300 PER OUNCE)
------------------------------ --------------------------
GOLD SILVER GOLD SILVER
CONTENT CONTENT CONTENT CONTENT
(000'S OZ) (000'S OZ) (000'S OZ) (000'S OZ)
Proven 440 25,384 518 26,295
Probable 145 12,454 127 5,743
--- ------ --- ------
Total 584 37,837 645 32,038
=== ====== === ======
-------------------------
(1) Includes 3,813,000 tonnes stockpiled at December 31, 2003, with an
average grade of 2.80 gpt or 89,000 ounces of proven gold reserves and
3,813,000 tonnes stockpiled with an average grade of 47.2 gpt or
5,787,000 ounces of proven silver reserves.
In addition to proven and probable reserves, as at December 31, 2003,
the La Coipa mine has an estimated 0.353 million tonnes of measured and
indicated resources at an average grade of 0.57 grams of gold per tonne and 34.8
grams of silver per tonne at a gold price of U.S. $350 per ounce and a silver
price of U.S. $4.75 per ounce. 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.
101
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 by the low
aquifer flow rates, estimated at 10 liters per second to 15 liters per second,
but low flow rates also 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.
Kinross' share of the net present value of future cash outflows for site
restoration costs at La Coipa under CICA Handbook section 3063, which is
effective for fiscal years beginning January 1, 2004, are estimated at $5.2
million at December 31, 2003. 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. There is no requirement to post financial assurance to secure site
restoration costs in Chile at present.
102
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold production, operating and
financial data relating to Kinross' 50% ownership interest in the La Coipa mine
for the eleven months ended December 31, 2003. Information for the years ended
December 31, 2003, 2002, and 2001, is included for comparative purposes.
KINROSS
SHARE YEARS ENDED DECEMBER 31
----- -----------------------
2003 2003 2002 2001
---- ---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:
Tonnes mined (000's)(1).................................. 34,866.0 38,329.0 31,734.0 34,001.0
Tonnes of ore processed (000's)(1)....................... 5,928.0 6,415.0 6,343.0 6,347.0
Gold grade (gpt)......................................... 1.20 1.20 1.10 0.70
Silver grade (gpt)....................................... 65.36 65.00 58.25 90.12
Average gold recovery (%)................................ 84 84 85 82
Average silver recovery (%).............................. 61 61 61 66
Production (ounces)(3)
Gold................................................... 92,961 99,637 95,989 58,424
Silver................................................. 3,793,568 4,066,554 3,594,763 6,059,869
Gold equivalent........................................ 144,125 154,518 149,284 155,915
Number of employees(2)................................... 704 704 736 705
SELECTED FINANCIAL INFORMATION
(IN MILLIONS EXCEPT UNIT COSTS):(3)
Revenue.................................................. $ 51.6 $ 53.0 $ 46.3 $ 41.4
-------- -------- ---------- --------
Cost of production....................................... 33.7 36.2 33.7 32.7
Inventory change/other................................... 0.6 (1.0) (0.1) (0.6)
Site restoration cost accruals........................... 0.6 0.6 0.5 0.5
Depreciation, depletion and amortization................. 8.9 9.2 12.2 15.8
Mining property write-down............................... -- -- -- 13.0
Loss on sale of assets 0.1 0.1 -- --
Interest................................................. 0.1 0.1 0.2 0.3
Foreign exchange loss (gain)............................. 1.1 1.1 (0.5) 0.6
Exploration.............................................. 0.9 0.9 0.7 0.3
-------- -------- ---------- --------
46.0 47.2 46.7 62.6
-------- -------- ---------- --------
Earnings (loss) before the undernoted.................... 5.6 5.8 (0.4) (21.2)
Income taxes............................................. 3.6 3.4 0.8 --
-------- -------- ---------- --------
Net earnings (loss)...................................... $ 2.0 $ 2.4 $ (1.2) $ (21.2)
======== ======== ========== ========
OTHER FINANCIAL INFORMATION:
Capital expenditures (millions)(3)....................... $ 0.5 $ 0.5 $ 0.9 $ 6.0
Unit costs:
Total cash costs per equivalent ounce produced......... $ 234 $ 234 $ 226 $ 210
Total cash costs per tonne milled...................... $ 11 $ 11 $ 11 $ 10
Total production cost per gold equivalent ounce........ $ 30 $ 298 $ 311 $ 314
-------------------------
(1) Tonnes mined and ore processed includes 100% of mine production.
(2) Number of employees includes all employees and contractors on site.
(3) Production, selected financial information and capital expenditures are
50% of the results of the La Coipa mine for the periods indicated.
Total cash costs is a non-GAAP measure. For further information on this
non-GAAP measures, please refer to the disclosure under "Calculation of Total
Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations," above.
103
For further information on the 2003 results, refer to the disclosure
included under "Kinross Management's Discussion and Analysis of Financial
Condition and Results of Operations--Financial/Operations--Operations--Mine
Operations--La Coipa (50% ownership, Placer Dome 50%, operator), Chile."
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, Kinross believes there is significant potential
for additional reserves and resources near the present mine site.
Kinross' share of capital expenditures at the La Coipa mine in 2003 was
$0.5 million compared to $nil during 2002. The increase was due to the
completion of the TVX business combination on January 31, 2003. Kinross expects
to spend $1.4 million for its share of capital expenditures in 2004.
[PICTURE]
104
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 in
January 2003.
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
6,482 hectares, 19 exploration licenses over an area of 14,944 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 MM2286/35 mining lease, there is an area where
approximately 100 Garimpeiros are currently 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 and dry.
Annual rainfall is approximately 150 centimeters. Operations run year round,
with minimal disruptions due to weather.
105
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 kilometer 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. 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 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.
Kinross acquired TVX's ownership in Crixas on January 31, 2003, on
completion of the business combination of Kinross, TVX, and Echo Bay.
GEOLOGY AND MINERALIZATION
The Crixas property is situated in the Crixas greenstone belt in the
State of Goias in central Brazil. It is located in a well-preserved tract of
Archean terrain composed of three slightly arcuate strips or belts of
volcano-sedimentary rocks trending in an approximately north-south direction.
They are intruded by granitic rocks and, in places, are partially covered by
younger rocks.
The Mina III gold deposit occurs within folded metavolcanic and
metasedimentary rocks of Archean age. The metamorphism in the area has been
described as upper greenschist facies which indicate conditions of medium
temperature. These rocks are well foliated and are largely constituted of
chlorite, biotite, graphite, carbonate and feldspar plus minor chloritoid and
garnet. Although uniformly foliated, the schists do not commonly exhibit joints
or shear fractures.
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.
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The Upper Zone ore is geologically complex and includes massive
sulphide, chloritoid-garnet with lesser amounts of arsenopyrite, pyrrhotite and
magnetite and sericite, 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
Kinross' share of exploration expenditures totaled $0.5 million during
2003. Kinross' share of the planned exploration spending for 2004 is $0.5
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.
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 quite high, at 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.
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 intervals. The whole
core sample is crushed for sampling and therefore detailed geological logging is
necessary prior to crushing.
107
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
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, 2003, and 2002, and represents
Kinross' 50% interest:
2003 (AT A 2002 (AT A
GOLD PRICE OF GOLD PRICE OF
U.S. $325 PER U.S. $300 PER
OUNCE) OUNCE)
------------------------------------------------ ------------------------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ----- ------- ------ ----- -------
(000'S) (GPT) (000'S OZ) (000'S) (GPT) (000'S OZ)
Proven 1,569 6.39 323 1,392 7.64 342
Probable 577 7.92 147 526 8.04 136
----- ---- --- ----- ---- ---
Total 2,146 6.81 470 1,918 7.75 478
===== ==== === ===== ==== ===
In addition to proven and probably reserves, as at December 31, 2003,
the Crixas mine has an estimated 76,000 tonnes of measured and indicated
resources at an average grade of 1.51 grams of gold per tonne at a gold price of
U.S. $350 per ounce. 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.
108
MINING AND PROCESSING
The Crixas mine is an underground operation accessed from the 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 2004, 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.
The mining methods used at Crixas are mechanized cut and fill and room
and pillar.
The ore is processed at an on-site mill which has a 725,000 tonnes per
annum capacity. The mill operates 362 days per year and uses the Merrill-Crowe
zinc precipitation process to recover gold.
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, the Crixas mine secured alternative
electricity supplies from rented generators and buying power on the market.
Rainfall has been above normal in 2004 and the cost and availability of
electricity has returned to normal levels.
MSG sells the refined gold from the Crixas mine at spot prices and
provides a dividend to Kinross.
The net present value of future cash outflows for site restoration costs
for Kinross' 50% ownership interest in Crixas under CICA Handbook section 3063,
which is effective for fiscal years beginning January 1, 2004, was $1.2 million
at December 31, 2003. Currently in Brazil there are no laws requiring the
posting of a reclamation bond or other financial assurance.
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SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold production, operating and
financial data relating to Kinross' 50% ownership interest in the Crixas mine
for the eleven months ended December 31, 2003. Information for the years ended
December 31, 2003, 2002, and 2001, is included for comparative purposes.
KINROSS
SHARE YEARS ENDED DECEMBER 31,
----- ------------------------
2003 2003 2002 2001
---- ---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:
Tonnes mined (000's)(1).................................. 684.1 747.5 743.0 740.3
Tonnes of ore processed (000's)(1)....................... 684.1 747.5 743.0 740.3
Gold grade (gpt)......................................... 8.20 8.20 8.20 8.50
Average gold recovery (%)................................ 96 96 96 95
Gold equivalent production(3)............................ 86,698 94,746 93,660 96,157
Number of employees(2)................................... 644 644 625 652
SELECTED FINANCIAL INFORMATION
(IN MILLIONS EXCEPT UNIT COSTS):(3)
Revenue.................................................. $ 32.7 $ 35.2 $ 30.7 $ 27.5
-------- -------- ------- -------
Cost of production....................................... 9.5 10.3 8.2 10.6
Inventory change/other................................... 0.8 0.7 0.2 0.1
Site restoration cost accruals........................... 0.2 0.2 0.1 0.3
Depreciation, depletion and amortization................. 9.1 9.4 4.7 4.7
Loss on sale of assets................................... 0.3 0.4 0.1 --
Interest................................................. -- -- 0.2 0.5
Foreign exchange (gain) loss............................. (0.1) (0.2) 0.6 0.6
Exploration.............................................. 0.5. 0.5 0.5 0.3
-------- -------- ------- -------
20.3 21.3 14.6 17.1
-------- -------- ------- -------
Earnings before the undernoted........................... 12.4 13.9 16.1 10.4
Income taxes............................................. 0.5 0.8 1.5 1.4
-------- -------- ------- -------
Net earnings............................................. $ 11.9 $ 13.1 $ 14.6 $ 9.0
======== ======== ======= =======
OTHER FINANCIAL INFORMATION:
Capital expenditures (millions)(3)....................... $ 3.2 $ 3.3 $ 1.8 $ 3.3
Unit costs:
Total cash costs per equivalent ounce produced......... $ 109 $ 109 $ 88 $ 110
Total cash costs per tonne milled...................... $ 28 $ 28 $ 22 $ 29
Total production cost per gold equivalent ounce........ $ 217 $ 210 $ 139 $ 162
-------------------------
(1) Tonnes mined and ore processed includes 100% of mine production.
(2) Number of employees includes all employees and contractors on site.
(3) Gold equivalent production, selected financial information and capital
expenditures are 50% of the results of the Crixas mine for the periods
indicated.
Total cash costs is a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under "Calculation of Total
Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations," above.
For further information on the 2003 results, refer to the disclosure
included under "Kinross Management's Discussion and Analysis of Financial
Condition and Results of Operations--Financial/Operations--Operations--Mine
Operations--Crixas (50% ownership, Anglo Gold 50%, operatoR), Brazil."
110
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 into 2007.
Kinross' share of capital expenditures at the Crixas mine in 2003 was
$3.2 million compared to $nil during 2002. The increase was due to the
completion of the TVX business combination on January 31, 2003. Kinross' planned
expenditures for 2004 are $3.3 million.
[PICTURE]
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PARACATU (BRASILIA) MINE
The Paracatu (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. The mine is operated by Rio Tinto. Kinross acquired its interest in the
Paracatu (Brasilia) mine in its combination with TVX in January 2003.
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
Paracatu (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 Paracatu (Brasilia) 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 (Brasilia) 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 Paracatu (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 the city of Paracatu.
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.
112
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's (Brasilia) 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-bearing alluvial fans.
The extractive activity had its peak during the second half of the 18th century,
when not only the alluvial deposits 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 "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 (Brasilia) 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.
Kinross acquired TVX's ownership in the Paracatu (Brasilia) mine on
January 31, 2003, on completion of the business combination of Kinross, TVX, and
Echo Bay.
113
EXPLORATION
Kinross did not incur any exploration expenditures in 2003 nor are any
planned for 2004.
GEOLOGY AND MINERALIZATION
The host rock comprising the Morro do Ouro deposit lies within a
sandstone-shale succession of sedimentary rocks 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 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 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 do not intersect the full thickness of the
orebody. The plan calls for drilling 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.
114
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 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 specific gravity 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 Paracatu (Brasilia) mine as at December 31, 2003, and 2002, and
represents Kinross' 49% interest:
2003 (AT A 2002 (AT A
GOLD PRICE OF GOLD PRICE OF
U.S. $325 PER U.S. $300 PER
OUNCE) OUNCE)
------------------------------------------------- -------------------------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ----- ------- ------ ----- -------
(MILLIONS) (GPT) (000'S OZ) (MILLIONS) (GPT) (000'S OZ)
Proven 164.0 0.42 2,225 156.4 0.43 2,163
Probable 31.8 0.38 388 24.4 0.43 337
----- ---- ----- ----- ---- -----
Total 195.8 0.42 2,613 180.9 0.43 2,500
===== ==== ===== ===== ==== =====
In addition to proven and probable reserves, as at December 31, 2003,
the Paracatu (Brasilia) mine has an estimated 76.63 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.
115
MINING AND MILLING OPERATIONS
The Paracatu (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 the 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. 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 grades. Also, the total metallurgical gold recovery
achieved each year has remained relatively steady, despite the decrease in
grades.
Rio Tinto Brasil sells the gold from the Paracatu (Brasilia) mine at
spot prices.
As at December 31, 2003, Kinross' share of the net present value of
future cash outflows for site restoration costs for Paracatu (Brasilia) under
CICA Handbook section 3063, which is effective for fiscal years beginning
January 1, 2004, was $7.3 million. 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 or other financial assurance.
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.
116
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold production, operating and
financial data relating to Kinross' 49% ownership interest in the Paracatu
(Brasilia) mine for the eleven months ended December 31, 2003. Information for
the years ended December 31, 2003, 2002, and 2001, is included for comparative
purposes.
KINROSS
SHARE YEARS ENDED DECEMBER 31,
----- ------------------------
2003 2003 2002 2001
---- ---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:
Tonnes mined (000's)(1)................................ 17,263.0 18,613.0 18,400.0 16,500.0
Tonnes of ore processed (000's)(1)..................... 16,891.4 18,411.0 18,400.0 16,500.0
Gold grade (gpt)....................................... 0.40 0.44 0.48 0.45
Average gold recovery (%).............................. 77 77 79 78
Gold equivalent production(3).......................... 91,176 98,326 110,035 91,588
Number of employees(2)................................. 696 696 724 644
SELECTED FINANCIAL INFORMATION
(IN MILLIONS EXCEPT UNIT COSTS):(3)
Revenue................................................ $ 33.6 $ 37.0 $ 35.3 $ 27.1
-------- -------- -------- --------
Cost of production..................................... 17.3 18.6 18.4 17.5
Inventory change/other................................. 0.4 0.8 (0.3) 0.4
Site restoration costs accruals........................ 0.8 0.9 1.0 1.1
Depreciation, depletion and amortization............... 5.7 6.1 4.5 4.0
Care and maintenance................................... 1.4 1.2 -- --
Interest............................................... 0.1 0.1 0.1 0.6
Foreign exchange (gain) loss........................... (1.1) (1.2) 4.2 2.3
-------- -------- -------- --------
24.6 26.5 27.9 25.9
-------- -------- -------- --------
Earnings before the undernoted......................... 9.0 10.5 7.4 1.2
Income taxes (recovery)................................ 2.5 2.9 0.8 (0.2)
-------- -------- -------- --------
Net earnings........................................... $ 6.5 $ 7.6 $ 6.6 $ 1.4
======== ======== ======== ========
OTHER FINANCIAL INFORMATION:
Capital expenditures (millions)(3)..................... $ 5.2 $ 5.3 $ 2.7 $ 2.0
Unit costs:
Total cash costs per equivalent ounce produced....... $ 193 $ 189 $ 167 $ 191
Total cash costs per tonne milled.................... $ 2 $ 2 $ 2 $ 2
Total production cost per gold equivalent ounce...... $ 261 $ 260 $ 217 $ 247
-------------------------
(1) Tonnes mined and ore processed includes 100% of mine production.
(2) Number of employees includes all employees and contractors on site.
(3) Gold equivalent production, selected financial information and capital
expenditures are 49% of the results of the Paracatu (Brasilia) mine for
the periods indicated.
Total cash costs is a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under "Calculation of Total
Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations," above.
For further information on the 2003 results, refer to the disclosure
included under "Kinross Management's Discussion and Analysis of Financial
Condition and Results of Operations--Financial/Operations--Operations--Mine
Operations--Paracatu (Brasilia) (49% ownership, Rio Tinto 51%, operator),
Brazil."
117
PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES
The Paracatu (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.
Kinross' share of capital expenditures at the Paracatu (Brasilia) mine
in 2003 was $5.2 million compared to $nil during 2002. The increase was due to
the completion of the TVX business combination on January 31, 2003. Capital
expenditures in 2003 were mainly related to additions to the mining fleet and
work related to the tailings dam. Kinross plans to spend $13.1 million for its
share of capital expenditures in 2004 to expand the mine.
[PICTURE]
118
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 in January 2003.
PROPERTY DESCRIPTION AND LOCATION
The Musselwhite property is located in the Patricia Mining District of
northwestern Ontario, Canada. 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 leases, of
which 96 claims are mining rights only, and 242 are mining and surface rights
leases. 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 13, 2005, 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 28.12%, reducing to 22.12% by 2007. Ontario uses the
federal taxable income, with some minor adjustments to deductions and
allowances, and taxes this at rate of 11%, increasing to 12% in 2004. 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 12%; this is scheduled to reduce
to 10% in 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.
119
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 (30 degrees Fahrenheit). Temperatures range
between a maximum of 40 degrees Celsius (105 degrees Fahrenheit) and a minimum
of -51 degrees Celsius (-60 degrees Fahrenheit). 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 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.
120
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.
GEOLOGY AND MINERALIZATION
The Musselwhite property ore zones are situated within the
Weagamow-North Caribou Greenstone Belt of the Superior geologic province. This
belt consists of a narrow 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.
Kinross' share of exploration expenditures totaled $2.1 million during
2003. Kinross' share of the planned exploration spending for 2004 is $1.2
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. 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 to 1.0 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.
121
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, 2003, and 2002, and
represents Kinross' 31.93% interest:
2003 (AT A 2002 (AT A
GOLD PRICE OF GOLD PRICE OF
U.S. $325 PER U.S. $300 PER
OUNCE) OUNCE)
------------------------------------------------- -------------------------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ----- ------- ------ ----- -------
(MILLIONS) (GPT) (000'S OZ) (MILLIONS) (GPT) (000'S OZ)
Proven 2.4 5.63 428 2.8 5.67 511
Probable 1.2 5.81 230 1.0 4.81 156
--- ---- --- --- ---- ---
Total 3.6 5.69 658 3.8 5.44 667
=== ==== === === ==== ===
In addition to proven and probable reserves, as at December 31, 2003,
the Musselwhite mine has an estimated 1.3 million tonnes of measured and
indicated resources at an average grade of 8.25 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.
122
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 75,000
ounces of gold attributable to Kinross' interest in 2004.
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 2004 operating budget calls for a mill throughput rate of 3,832
tonnes per day.
The current mining fleet is essentially the original mine equipment. The
capital budget for Musselwhite includes costs for equipment replacement as
dictated by accumulated operating hours and suggested replacement schedules.
Boart Longyear Inc. provides all production longhole drilling services
for the mine on a contract basis.
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. 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. As at December 31, 2003, the net
present value of future cash outflows for Kinross' share of site restoration
costs at Musselwhite under CICA Handbook section 3063, which is effective for
fiscal years beginning January 1, 2004, are estimated at $1.6 million. Kinross
has posted $0.6 million of letters of credit for site restoration with the
province of Ontario.
Musselwhite continues to evaluate 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.
123
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold production and operating and
financial data relating to Kinross' 31.93% ownership interest in the Musselwhite
mine for the eleven months ended December 31, 2003. Information for the years
December 31, 2003, 2002, and 2001, is included for comparative purposes.
KINROSS
SHARE YEARS ENDED DECEMBER 31,
----- ------------------------
2003 2003 2002 2001
---- ---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:
Tonnes mined (000's)(1)................................ 1,228.7 1,330.3 1,156.9 1,290.2
Tonnes of ore processed (000's)(1)..................... 1,228.7 1,330.9 1,156.9 1,290.2
Gold grade (gpt)....................................... 5.40 5.45 5.90 5.90
Average gold recovery (%).............................. 96 96 95 95
Gold equivalent production(3).......................... 64,978 71,028 66,879 74,577
Number of employees(2)................................. 418 418 374 485
SELECTED FINANCIAL INFORMATION
(IN MILLIONS EXCEPT UNIT COSTS):(3)
Revenue................................................ $ 22.6 $ 25.9 $ 21.4 $ 20.1
------- ------- ------- --------
Cost of production..................................... 16.7 18.2 15.3 14.3
Inventory change/other................................. (0.8) 0.2 0.3 --
Site restoration costs accruals........................ 0.4 0.4 0.2 0.2
Depreciation, depletion and amortization............... 6.5 6.9 4.7 5.7
Care and maintenance................................... 0.2 0.2 -- --
Foreign exchange (gain) loss........................... (0.5) (0.5) 0.4 --
Exploration............................................ 2.1 2.2 0.8 0.5
------- ------- ------- --------
24.6 27.6 21.7 20.7
------- ------- ------- --------
Net loss............................................... $ (2.0) $ (1.7) $ (0.3) $ (0.6)
======= ======= ======= ========
OTHER FINANCIAL INFORMATION:
Capital expenditures (millions)(3)...................... $ 2.7 $ 2.8 $ 3.7 $ 4.0
Unit costs:
Total cash costs per equivalent ounce produced........ $ 257 $ 256 $ 228 $ 192
Total cash costs per tonne milled..................... $ 42 $ 43 $ 41 $ 35
Total production cost per gold equivalent ounce....... $ 363 $ 359 $ 302 $ 271
-------------------------
(1) Tonnes mined and ore processed includes 100% of mine production.
(2) Number of employees includes all employees and contractors on site.
(3) Gold equivalent production, selected financial information and capital
expenditures are 31.9% of the results of the Musselwhite mine for the
periods indicated.
Total cash costs is a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under "Calculation of Total
Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations," above.
For further information on the 2003 results, refer to the disclosure
included under "Kinross Management's Discussion and Analysis of Financial
Condition and Results of Operations--Financial/Operations--Operations--Mine
Operations--Musselwhite (31.93% ownership, Placer Dome 68.07%, operator),
Canada."
124
PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES
The Musselwhite mine has a projected mine life of 12 years at a mining
rate of 4,000 tonnes per day.
Kinross' share of capital expenditures at the Musselwhite mine in 2003
were $2.7 million compared to $nil during 2002. The increase was due to the
completion of the TVX business combination on January 31, 2003. Planned
expenditures of Kinross for 2004 total $3.7 million.
[PICTURE]
125
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 in January
2003.
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, U.S.A. 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 mine 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 Bureau of Land Management; the remainder are
located on land administered by the United States Forest Service.
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 2003, this royalty averaged 4.5%.
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, 2003, 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.
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 22 degrees Celsius (40 degrees Fahrenheit). Winter temperatures are
typically -12 to -7 degrees Celsius (10 to 20 degrees Fahrenheit) at night and 0
to 10 degrees Celsius (30 to 50 degrees Fahrenheit) during the day. Rarely
(typically less than 10 days per year), winter low temperatures can fall below
-18 degrees
126
Celsius (0 degrees Fahrenheit). Summer temperatures vary from 32 to 40 degrees
Celsius (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 the property in 1929 and 1936 to 1937, respectively. In 1946
through 1962, the Yuba Consolidated, Fresnillo, and Consolidated Goldfields
developed and mined the placer deposits flanking Round Mountain and Stebbins
Hill.
At some time between 1962 and 1969, the Ordrich Gold Resources Inc.
acquired control of the property from Nevada Porphyry Gold Mines. In 1969,
Copper Range Co. leased the property and developed a small reserve of 12 million
tons at a grade of 0.062 oz 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. The production rate for 2003 averaged
266,249 tons per day.
In 2003, total gold production attributable to Kinross' 50% interest was
364,271 ounces.
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 basement rocks. The caldera margin and caldera
related structures provided the structural ground preparation for the
hydrothermal system. The primary host rocks for gold mineralization are the
volcanic rocks. A minor amount of ore occurs in the Paleozoic rocks along the
caldera margin.
The Round Mountain Gold deposit is a large, epithermal, low-sulfidation,
volcanic-hosted, hot-springs type, precious metal deposit, located along the
margin of a buried volcanic caldera. The deposit genesis is intimately
associated with the Tertiary volcanism and caldera formation. Intra-caldera
collapse features and sympathetic faulting in the metasedimentary rocks provided
the major structural conduits for gold-bearing hydrothermal fluids. In the
volcanic units, these ascending fluids deposited gold along a broad
west-northwest trend.
Gold mineralization at Round Mountain occurs as electrum in association
with quartz, adularia, pyrite and iron oxides. Shear zone fractures, veins and
disseminations within the more permeable units host the
127
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 highly altered alteration
assemblages. There is a reasonable correlation between increasing gold grades
and increasing degrees of alteration.
Ore zones within the metasediments are more subtle, largely defined by
secondary quartz overgrowths, pyrite, and adularia associated with narrow
northwest trending structures.
EXPLORATION
Kinross' share of exploration expenditures totaled $2.1 million during
2003. Kinross' share of the exploration forecast for 2004 is $2.7 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 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.
128
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.
MINERAL RESERVE AND RESOURCE ESTIMATES
The following table sets forth the estimated proven and probable
reserves for the Round Mountain mine as at December 31, 2003, and 2002,
reflecting Kinross' 50% interest:
2003 (AT A 2002 (AT A
GOLD PRICE OF GOLD PRICE OF
U.S. $325 PER U.S. $300 PER
OUNCE) OUNCE)
------------------------------------------------- -------------------------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ----- ------- ------ ----- -------
(MILLIONS) (GPT) (000'S OZ) (MILLIONS) (GPT) (000'S OZ)
Proven(1) 59.7 0.57 1,099 42.9 0.59 815
Probable 35.4 0.66 751 44.2 0.75 1,060
---- ---- ----- ---- ---- -----
Total 95.1 0.61 1,850 87.1 0.67 1,875
==== ==== ===== ==== ==== =====
-------------------------
(1) Includes 38,430,000 tonnes stockpiled at December 31, 2003, with an
average grade of 0.45 gpt or 562,000 ounces of proven gold reserves.
In addition to the estimated proven and probable reserves, as at
December 31, 2003, the Round Mountain mine has an estimated 15.9 million tonnes
of measured and indicated resources at an average grade of 0.53 grams of gold
per tonne at a gold price of U.S. $350 per ounce. 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.
129
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 19,434 tons of ore per day in 2003, compared
to 26,987 tons per day in 2002. Reusable pad volume varies with ore release,
which is determined by the phases of the pit being mined. Reusable pad
production increased in 2003 to 230,773 ounces from 242,808 ounces in 2002 due
to the processing of higher grade ores and higher recoveries.
The dedicated pad processed 145,125 tons of ore per day in 2003,
compared to 135,222 tons per day in 2002. Production in 2003 from the dedicated
pad was 421,218 ounces, compared to 347,966 ounces in 2002, due to higher
recoveries.
The mill processed 7,366 tons per day in 2003 producing 124,341 ounces,
compared to 10,067 tons per day in 2002 producing 153,946 ounces. The mill
facility achieved a recovery rate of 84.9% from both higher-grade oxide and
non-oxidized ores during 2003 by employing gravity concentration, fine grinding
and cyanide leaching.
Ore and waste rock were mined at a rate of approximately 134,224 tons
per day in 2003 compared to 174,920 tons per day in 2002.
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 2003 by the BLM, USFS and NDEP totals $36.8 million. The
net present value of these future cash outflows computed in accordance with CICA
Handbook section 3063, which is effective for fiscal years beginning January 1,
2004, was $26.5 million at December 31, 2003. Tentative plans for permanent
closure activities have been approved by the NDEP and BLM. Each participant in
the Common Operation is responsible for its own estimate of reclamation costs in
its own accounts. Kinross has posted letters of credit totaling $20.9 million in
support of its share of site restoration costs at December 31, 2003.
130
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold production, operating and
financial data relating to Kinross' 50% ownership interest in the Round Mountain
mine for the eleven months ended December 31, 2003. Information for the years
ended December 31, 2003, 2002, and 2001, is included for comparative purposes.
KINROSS
SHARE YEARS ENDED DECEMBER 31,
----- ------------------------
2003 2003 2002 2001
---- ---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:
Gold produced (ounces)(3)
Heap leach--reusable pad............................ 102,629 115,386 121,404 109,852
Heap leach--dedicated pad........................... 191,770 210,609 173,983 184,875
Milled.............................................. 57,450 62,171 76,973 78,427
Other(2)............................................ 4,484 4,484 5,387 321
------- ------- ------- -------
Total............................................... 356,333 392,650 377,747 373,475
======= ======= ======= =======
Equivalent gold ounces(3)(4)........................... 364,271 401,127 382,414 376,899
SELECTED FINANCIAL INFORMATION
(IN MILLIONS EXCEPT UNIT COSTS):(3)
Revenue................................................ $ 132.7 $ 144.6 $ 114.3 $ 105.5
------- ------- ------- -------
Cost of production..................................... 60.8 64.2 68.1 70.6
Royalties and production taxes......................... 12.5 13.5 9.3 7.6
Inventory change/other................................. 1.6 2.3 0.2 1.4
Site restoration costs accruals........................ 1.8 2.5 3.4 3.4
Depreciation, depletion and amortization............... 33.7 36.2 21.6 20.6
Interest............................................... -- -- 0.3 (0.8)
Exploration............................................ 2.1 2.1 1.0 0.7
------- ------- ------- -------
112.5 120.8 103.9 103.5
------- ------- ------- -------
Net earnings........................................... $ 20.2 $ 23.8 $ 10.4 $ 2.0
======= ======= ======= =======
OTHER FINANCIAL INFORMATION:
Capital expenditures (millions)(3)..................... $ 5.7 $ 5.8 $ 8.6 $ 15.0
Production cost per ounce of gold produced
Direct mining expense............................... $ 167 $ 164 $ 180 $ 190
Royalties and production taxes...................... 34 34 25 20
------- ------- ------- -------
Total cash cost..................................... 201 198 205 210
Depreciation, depletion and amortization............ 93 92 57 55
Reclamation......................................... 5 6 9 9
------- ------- ------- -------
Total production costs.............................. $ 299 $ 296 $ 271 $ 274
======= ======= ======= =======
OTHER INFORMATION:
Heap leach--reusable pad(1)
Ore processed (tons/day)............................ 19,045 19,704 26,987 23,601
Total tons of ore processed......................... 6,285 7,113 9,742 8,520
Grade (ounces per ton).............................. 0.043 0.043 0.043 0.035
Average gold recovery rate (%)...................... 67.0 69.5 61.3 77.4
Heap leach--dedicated pad(1)
Ore processed (tons/day)............................ 149,570 147,136 135,322 128,637
Total tons of ore processed......................... 49,358 53,116 48,815 46,438
Grade (ounces per ton).............................. 0.011 0.011 0.011 0.011
Average gold recovery rate (%)...................... (5) (5) (5) (5)
Milled(1)
Ore processed (tons/day)............................ 8,045 7,508 10,067 10,171
Total tons of ore processed......................... 2,655 2,711 3,664 3,702
Grade (ounces per ton).............................. 0.050 0.053 0.050 0.050
Average gold recovery rate (%)...................... 86.0 85.7 84.6 83.7
(footnotes contained on following page)
131
-------------------------
(1) Tons processed include 100% of mine production.
(2) A high-grade occurrence was discovered in April 1992. A small gravity
plant was constructed to recover these ounces.
(3) Gold equivalent production, selected financial information and capital
expenditures are 50% of the results of the Round Mountain mine for the
periods indicated.
(4) Equivalent gold production presented by Kinross includes silver
production converted to gold production using the ratio of the average
spot market prices (eleven months--2003: 74.60:1; 2003: 74.79:1; 2002:
67.49:1; 2001: 62.00:1).
(5) 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 65%.
Total cash costs is a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under "Calculation of Total
Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations," above.
For further information on the 2003 results, refer to the disclosure
included under "Kinross Management's Discussion and Analysis of Financial
Condition and Results of Operations--Financial/Operations--Operations--Mine
Operations--Round Mountain (50% owner and operator), USA.
PRODUCTION, LIFE OF MINE, AND CAPITAL EXPENDITURES
The planned average production rate (total tons moved) for 2004 is
240,860 tons per day. Of this, 189,300 tons per day are ore production. The
annual mining forecast for mill tons mined in 2004 is 1.4 million tons
containing 38,300 ounces. Dedicated pad feed mined from the pit are estimated to
be 18.5 million tons containing 231,200 ounces. Dedicated pad feed mined from
the offload material are estimated to be 38.1 million tons containing 393,300
ounces. Mined production for the Reusable pad in 2004 is estimated to be 7.0
millions tons containing 207,900 ounces.
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.
Kinross' share of estimated gold equivalent production for 2004 is
367,500 ounces at total cash costs of $223 per ounce.
Kinross' share of capital expenditures at the Round Mountain mine in
2003 was $5.7 million compared to $nil during 2002. The increase was due to the
completion of the Echo Bay business combination on January 31, 2003. Pit
de-watering and dedicated leach pad construction accounted for the majority of
the capital expenditures in 2003. Kinross' share of planned capital expenditures
for 2004 is $8.1 million.
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[PICTURE]
RMGC Site Map
133
ENVIRONMENTAL REGULATIONS
GENERAL
Kinross' exploration activities and mining and processing operations are
subject to the federal, state, provincial, regional and local environmental laws
and regulations in the jurisdictions in which Kinross' facilities are located,
such as the Clean Air Act; the Clean Water Act; the Comprehensive Environmental
Response, Compensation and Liability Act; the Emergency Planning and Community
Right to Know Act; the Endangered Species Act; the Federal Land Policy and
Management Act; the National Environmental Policy Act; the Resource Conservation
and Recovery Act; and related state laws and their equivalent in other
jurisdictions. 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.
PERMITTING--BUCKHORN PROJECT
Development of the Buckhorn Mountain Project is subject to various
permitting requirements. A plan of operations has been submitted to the
governing agencies for the purpose of review of the project proposal and
preparation of environmental documents as required by law as a prerequisite to
any application for permits necessary for operation. The document builds in part
on the previous work developed by Battle Mountain Gold relating to the Buckhorn
Mountain Project (then known as the "Crown Jewel Project"). The plan of
operations is also based in part on studies performed during the environmental
review of the prior proposal. The current plan of operations proposes
underground mining operation rather than an open pit operation and includes the
incorporation of the existing and approved Kettle River Mill for the processing
of the ore. These changes greatly simplify the project description,
environmental concerns, and associated technical issues.
In addition to receiving agency approval on the plan of operations, the
Buckhorn Mountain Project must comply with other federal, state, and local laws
and regulations. As part of the scoping process governmental agencies determine
what permits will be required for operation of the mine and which existing or
new environmental information will be necessary to review in order to determine
any mitigation measures which must be undertaken to address identified impacts.
Securing the necessary environmental approvals is expected to take
approximately 18 months in total, and at a cost of approximately $1.5 million.
The costs include the third party contractor for the supplemental environmental
impact statement, additional technical studies (e.g., hydrology, geochemistry),
and general permitting costs.
Although all required environmental permits are expected to be issued
for the Buckhorn Mountain Project, significant public opposition to the Project
could result in delays, increased costs, or the inability to obtain one or more
necessary permits. However, most of the sensitive environmental issues
associated with the previous Battle Mountain Gold proposed mine plan are not
part of the current proposal, reducing, but not eliminating, the risk of delays
resulting from public opposition to the Project.
134
CERCLA ACTION
In 1998, Lassen Gold Mining Inc. (a subsidiary of Kinross) was
identified as a Potentially Responsible Party ("PRP") under the United States
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"),
42 U.S.C. ss.ss.9601, et seq.; the Resource Conservation and Recovery Act, as
amended 42 U.S.C. ss.ss.6901, et seq.; and the California Hazardous Substances
Account Act, as amended, the California Health and 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
DERIVATIVE ACTION
In October 1996, a shareholder derivative action was filed in the Court
of Chancery of Delaware on behalf of Kinam Gold Inc. ("Kinam") formerly Amax
Gold Inc. shareholder, entitled HARRY LEWIS V. MILTON H. WARD, ET AL., C.A. No.
15255-NC, against Cyprus Amax, Kinam's directors and Kinam as a nominal
defendant. The complaint alleges, among other things, that the defendants
engaged in self-dealing in connection with Kinam's 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
Kinam 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 Kinam's motion to dismiss the complaint. The plaintiff
appealed this decision on November 30, 2003. This appeal was denied by the
Delaware Supreme Court which affirmed the trial court's dismissal. Kinam
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, 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 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 for the
894,600 shares of Kinam preferred stock potentially subject to the litigation,
an aggregate of $8.8 million to $35.1 million or, in the
135
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
has filed a motion for judgment on the pleadings seeking dismissal of the
securities fraud claims without prejudice. Kinross anticipates continuing to
vigorously defend this litigation. Kinross cannot reasonably predict the outcome
of this action and the amount of loss cannot be reasonably estimated.
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. Kinross agreed to augment the 11 euros with an additional 11 million
euros, and to contribute all such amounts in full satisfaction of labor and
trade liabilities of TVX Hellas. On January 30, 2004, Kinross advanced TVX
Hellas 11 million euros and received a full release from all liabilities in
connection with environmental remediation. TVX Hellas has settled all labor
related claims and has filed for bankruptcy. Trade and other payables will be
settled in the bankruptcy proceeding out of the remaining funds on hand in
Greece.
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 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.
136
As a result of the settlement agreement Kinross executed with the Greek
Government with respect to TVX Hellas S.A., the Alpha group has threatened
further litigation due to an alleged breach of the October 14, 1998, judgment in
the action noted above between the Alpha Group and TVX relating to the Hellenic
Gold mines. The Alpha Group has threatened to expand this claim to include a
claim against Kinross for breach of fiduciary duty. In addition, 1235866 has
threatened further litigation for breach of fiduciary duty. Kinross cannot
reasonably predict the outcome of this litigation and the threatened litigation
and the amount of loss cannot be reasonably estimated. No pleadings have been
exchanged with respect to these two threatened actions.
RUSSIA
In July 2003, Kinross received notice that local taxation authorities in
Russia are seeking a reassessment of the tax paid relating to the Kubaka mine by
Omolon, Kinross' 98.1% owned Russian Joint Stock Company, in the amount of $8.5
million, which included penalties and interest. The notice challenged certain
deductions and tax concessions relating to tax returns filed by Kinross in prior
years. Kinross appealed this notice of reassessment and, on January 27, 2004,
the Magadan Arbitration court agreed with Kinross on three of the four major
reassessment items. The impact of this ruling reduced the liability to $3.9
million, which included interest and penalties. However, on May 14, 2004, the
Magadan Appeal Court reversed this ruling. Kinross is appealing this decision to
the Khaborovsk Cessation Court. Kinross cannot reasonably predict the potential
outcome of this action and the amount of loss cannot reasonably be estimated.
CHILE
On September 27, 2001, 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. The third-party has indemnified Kinross
for up to $13.5 million in relation to this reassessment. Kinross appealed the
reassessment and, on January 12, 2004, the Chilean IRS upheld the tax auditors'
position. Kinross plans to appeal the reassessment with the Chilean Tax Court.
Kinross believes this reassessment will be resolved with no material adverse
affect to Kinross' financial position, results of operations or cash flows.
BRAZIL
Kinross' 50% owned Brazilian mining company, Mineracao Serra Grande S.A.
which owns the Crixas mine, received a tax reassessment in November 2003 from
the Brazilian IRS. The reassessment disallowed the claiming of certain sales tax
credits and assessed interest and penalties of which Kinross' 50% share totals
$9.5 million. Kinross and its joint venture partner believe that this
reassessment will be resolved without any material adverse affect on its
financial position, results of operations, or cash flows.
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.
137
In March, 2004, Summa filed a complaint in the District Court of Nevada,
THE HOWARD HUGHES CORPORATION V. ECHO BAY MANAGEMENT CORPORATION, ET AL., Case
No. A481813, against Echo Bay, the Subsidiaries, Kinross, Newmont Mining
Corporation, and the officers and directors of the various corporate entities,
alleging that the Subsidiaries have transferred substantially all of their
assets to insiders and close third-parties, rendering them unable to respond to
any judgment that Summa may obtain in the underlying litigation. The complaint
alleges that the Echo Bay and TVX combination with Kinross and the acquisition
of the closed McCoy/Cove mining operations by Newmont in exchange for assumption
of the reclamation obligations was the culmination of a scheme to improperly
strip the Subsidiaries of their assets. Kinross filed an answer to the complaint
and sought to stay the action until the resolution of the 1992 action described
above. This motion was denied and is being appealed by Kinross. No discovery has
taken place in this action. Kinross believes this complaint to be without merit
and anticipates vigorously defending the action.
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. On March 4,
2004, the application for leave to appeal to the Supreme Court of Canada was
dismissed with costs payable to Echo Bay.
Kinross has been advised by counsel for the claimants that they have
initiated proceedings on behalf of 75 employees for damages for wrongful
dismissal in Nanavut and the Northwest Territories. They have requested that
Echo Bay choose the jurisdiction in which proceedings are to be pursued. Echo
Bay has not yet been served with these proceedings nor is the amount involved
known at this time.
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 June 30, 2004, Kinross and its subsidiaries employed approximately
6,800 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.
138
--------------------------------------------------------------------------------
MANAGEMENT OF KINROSS
--------------------------------------------------------------------------------
DIRECTORS
Set forth below is information regarding the directors of Kinross.
COMMON SHARES,
RESTRICTED MEETINGS ATTENDED(3)
SHARE RIGHTS
AND DEFERRED
SHARE UNITS
OWNED,
NAME AND PLACE PRINCIPAL CONTROLLED OR CURRENT BOARD
OF RESIDENCE OCCUPATION DIRECTOR SINCE DIRECTED(1) COMMITTEES(3) (TOTAL 7) COMMITTEES
------------------------------------------------------------------------------------------------------------------------
John A. Brough President, January 19, 1994 1,166 Common A, C, N 7 of 7 A - 5 of 5
Vero Beach, Florida Torwest Inc. 2,673.46 DSUs C - 3 of 3
(real estate N - 2 of 2
development
company)
Robert M. Buchan(2) President and May 31, 1993 145,772 Common None 7 of 7
Toronto, Ontario Chief 50,000
Executive Officer Restricted
of Kinross Share Rights
Scott A. Caldwell Executive Vice- March 3, 2003 46,068 Common None
Toronto, Ontario President and 17,000 7 of 7
Chief Restricted
Operating Officer Share Rights
of Kinross
Arthur H. Ditto Retired Mining May 31, 1993 182,953 Common None
Phoenix, Arizona Executive 2,005.10 DSUs 7 of 7
John A. Keyes Retired Mining March 3, 2003 11,666 Common E 7 of 7 E - 4 of 4
The Woodlands, Texas Executive 2,272.44 DSUs A - 1 of 1
Richard S. Hallisey President of December 5, 2003 None A,E -
Toronto, Ontario Sullivan Holdings 1,047.49 DSUs
Limited
John M. H. Huxley Principal, May 31, 1993 41,603 Common A, C, N 6 of 7 A - 4 of 5
Toronto, Ontario Algonquin 2,272.44 DSUs C - 3 of 3
Management Inc. N - 2 of 2
(management
company)
George A. Michals President, January 31, 2003 27,083 Common A, CG A - 3 of 3
Orangeville, Ontario Baymont Capital 2,005.10 DSUs 7 of 7 CG - 2 of 2
Resources Inc.
(investment
holding company)
Cameron A. Mingay Partner, Cassels January 12, 2001 1,666 Common CG, E 7 of 7 CG - 2 of 2
Toronto, Ontario Brock & Blackwell 2,005.10 DSUs E - 4 of 4
LLP (law firm)
John E. Oliver Senior March 7, 1995 7,360 Common C, CG, N 7 of 7 A - 1 of 1
San Francisco, Vice-President, 5,346.92 DSUs C - 3 of 3
California Atlantic Region, CG - 2 of 2
Bank of Nova N - 2 of 2
Scotia (financial
institution)
-------------------------
(1) Information respecting holdings of common shares has been provided by
individual directors. Information respecting Restricted Shares Rights
and Deferred Share Units is set forth in "Management of
Kinross--Executive Compensation."
(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.
139
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. Arthur H.
Ditto, Richard S. Hallisey, and John A. Keyes. Prior to February 2003, Mr. Ditto
held the position of 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 President of Kinross. Prior to December 2001, Mr.
Hallisey was Vice-Chairman, National Bank Limited and, prior to January 1999, he
was Vice-Chairman, First Marathon Securities Limited. Mr. Keyes, prior to
January 2001, was President and Chief Operating Officer of Battle Mountain Gold
Company and prior thereto was Senior Vice-President of Battle Mountain Gold
Company.
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 B. C. Metals 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. Mr. Ditto is also a director of Titanium Corporation, Inc., a
position he has held since January 15, 2003. 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 and a director of Sullivan Holdings Limited, a
position he has held since December, 2001. From January 1999 to December 2001,
Mr. Hallisey was Vice-Chairman and Managing Director of National Bank Financial.
Prior to his position with National Bank Financial, Mr. Hallisey was
Vice-Chairman and a director of First Marathon Securities Limited. Mr. Hallisey
holds a Bachelor of Science degree and a Masters in Business Administration.
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.
140
JOHN A. KEYES
Mr. Keyes most recently held the position of President and Chief
Operating Officer of Battle Mountain Gold Company until 2001. Prior to that
position, Mr. Keyes served as the Senior Vice-President, Operations, for Battle
Mountain Gold Company with responsibility for operations in the United States,
Canada, Bolivia, Chile, and Australia. Mr. Keyes has a Bachelor of Science
degree (honors) and has completed an executive MBA course.
GEORGE F. MICHALS
Mr. Michals is President of Baymont Capital Resources Inc., an
investment holding company. Mr. Michals is a director of Morguard Corporation
and Headwaters HealthCare Centre and has served in the past 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 also
a director of Waverider Communications Inc., Alliance Surface Finishing 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 was appointed Senior Vice-President, Atlantic Region, Bank of
Nova Scotia in March 2004. Prior to that, Mr. Oliver was Executive Managing
Director and Co-Head of Scotia Capital U.S., Bank of Nova Scotia from 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
RODNEY A. COOPER............................. Vice-President, Technical Services
JERRY W. DANNI............................... Vice-President, Environmental Affairs
ALAN R. EDWARDS.............................. Vice-President, Operations
CHRISTOPHER T. HILL.......................... Vice-President, Investor Relations, and Treasurer
JOHN W. IVANY................................ Executive Vice-President
LARS-ERIC JOHANSSON.......................... Executive Vice-President and Chief Financial Officer
ANDREW F. KACZMAREK.......................... Vice-President, Project Development
JOHN E. OLIVER............................... Independent Chairman
SHELLEY M. RILEY............................. Corporate Secretary
ALLAN D. SCHOENING........................... Vice-President, Human Resources and Community Relations
RONALD W. STEWART............................ Vice-President, Exploration
141
The following sets forth biographical information for each of the
executive officers of Kinross who is not also a director of Kinross:
RODNEY A. COOPER was appointed Vice-President, Technical Services, on
March 15, 2004. Prior to that, Mr. Cooper held the position of Director,
Technical Services, from March 2002 to March 2004, and Project Manager, Timmins,
from June 2000 to February 2002. From January 1999 to May 2000, he was Mine
Superintendent, Eskay Creek Mine for Homestake Canada Inc.
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 June 2000.
ALAN R. EDWARDS has been Vice-President, Operations, since July 2003.
Prior to that Mr. Edwards was a member in two mining limited liability
partnerships, Perlite Southwest and CE Resources, 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.
CHRISTOPHER T. HILL has been Vice-President, Investors Relations, and
Treasurer since March 2004. Mr. Hill was Vice-President, Treasurer from May 1998
to March 2004. 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.
Lars-Eric Johansson was appointed Executive Vice-President and Chief
Financial Officer effective June 1, 2004. Prior to that, he was Executive
Vice-President and Chief Financial Officer of Noranda, Inc. of Toronto and prior
to Noranda, he was Senior Vice-President and Chief Financial Officer of
Falconbridge.
ANDREW F. KACZMAREK was appointed Vice-President, Project Development,
on March 15, 2004. Prior to that, Mr. Kaczmarek was Vice-President and General
Manager, Chairman of Gabriel Resources Limited from July 2002 to May 2003. From
January 2000 to July 2002, Mr. Kaczmarek was Manager, Safford Project of Phelps
Dodge Corporation. Prior to that, he was Director, Project Development, of
Cyprus Amax Corporation.
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.
Other than the following, none of the directors or officers: (i) has
been subject to corporate cease trade order or similar order in the past ten
years; (ii) became bankrupt or was the director or officer of a company that
became bankrupt in the last ten years; or (iii) has been subject to penalties or
sanctions imposed by a court relating to Canadian securities legislation.
142
John Ivany, the Executive Vice-President of Kinross, was the subject of
enforcement proceedings by the Alberta Securities Commission IN RE CARTAWAY
RESOURCES CORP. In its order dated February 22, 2001, the Alberta Securities
Commission found that Mr. Ivany, as Chief Executive Officer of Cartaway
Resources Corp., had allowed the issuance of a press release that contained a
material factual error in violation of the securities laws of the Province of
Alberta. As a result, Mr. Ivany was prohibited from acting as a director or
officer of any "junior issuer" for a period of five years and ordered to pay
costs in the amount of CDN $20,000. Kinross is not a junior issuer under the
applicable Alberta Securities Commission provisions.
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, 2003, in respect of each of the individuals who were, at
December 31, 2003, the Chief Executive Officer and the four senior executive
officers, whose total salary exceeded $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE(1)
=============================== ================================== ============================== =====================
ALL OTHER(7)
ANNUAL LONG TERM COMPENSATION COMPENSATION
---------------------------------- ------------------------------
COMMON SHARE RESTRICTED
OPTIONS SHARES
SALARY BONUS GRANTED RIGHTS
NAME AND PRINCIPAL POSITION YEAR $ $ # GRANTED
#
------------------------------- ------- ------------ ------------- ---------------- ------------- ---------------------
Robert M. Buchan 2003 713,500 535,125(6) 100,000 50,000 111,260
President and Chief Executive 2002 420,479 964,752(5) 124,117 - 50,367
Officer 2001 387,360 64,650(2) 66,667 - 52,534
------------------------------- ------- ------------ ------------- ---------------- ------------- ---------------------
Scott A. Caldwell 2003 273,806 121,295 53,125 17,000 22,722
Executive Vice-President and 2002 203,351 175,120(5) 42,105 - 66,787(3)
Chief Operating Officer 2001 172,892 63,527 26,667 - 35,341(3)
------------------------------- ------- ------------ ------------- ---------------- ------------- ---------------------
Arthur H. Ditto 2003 21,553 - - - 1,012,974(4)
Former Vice-Chairman 2002 247,274 - - - 23,758
2001 228,421 32,900 41,667 - 23,398
------------------------------- ------- ------------ ------------- ---------------- ------------- ---------------------
John W. Ivany 2003 237,685 102,030 44,688 14,300 27,667
Executive Vice-President 2002 197,726 226,064(5) 38,916 - 22,199
2001 193,680 64,560 26,667 - 22,055
------------------------------- ------- ------------ ------------- ---------------- ------------- ---------------------
Brian W. Penny 2003 198,353 69,424 27,800 8,340 18,713
Former Vice-President Finance 2002 171,936 201,388(5) 33,835 - 13,109
and Chief Financial Officer 2001 159,592 47,904 23,333 - 30,613(3)
=============================== ======= ============ ============= ================ ============= =====================
(1) Compensation, which is paid in Canadian dollars, is reported in United
States dollars. The rates of exchange used to convert Canadian dollars
to United States dollars are: 2001, 1.5489; 2002, 1.5703; and 2003,
1.4051.
(2) Paid in January 2002.
(3) Included in all other compensation is the value of the common shares
granted under the restricted share plan in 2000.
(4) Mr. Ditto retired as Vice-Chairman on February 1, 2003, and this amount
includes his retirement allowance and bonus amount previously shown in
2002.
(5) Includes bonuses earned in 2002 and paid in January 2003.
(6) Paid in January 2004.
(7) Includes pension contributions, auto allowances, and other perquisites.
For the period January 1 to December 31, 2003, the five senior
executives of Kinross received salaries, bonuses, and other compensation
totaling $3,466,107 in respect of services rendered to Kinross and its
subsidiaries.
Last year's management information circular of Kinross for its annual
meeting of shareholders reported that 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. This figure was incorrect, as it did not
include bonuses totaling $967,936, paid in January 2003, but earned in 2002.
These bonuses were declared in recognition of the combination of Kinross with
Echo Bay and TVX.
143
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, 2003, to each of the
named executive officers.
The options become exercisable as to 33-1/3% on each of the first,
second, and third anniversary of the date of grant. The exercise price of the
option is the market value (as defined in Kinross' Share Incentive Plan) of the
common shares on the date of grant.
OPTION GRANTS IN LAST FISCAL YEAR
===================== ================== =================== ================== ==================== =================
AVERAGE
EXERCISE PRICE MARKET VALUE ON DATE OF
NAME NUMBER % (CDN $/SHARE) GRANT (CDN $/SHARE) EXPIRY
--------------------- ------------------ ------------------- ------------------ -------------------- -----------------
Robert M. Buchan 100,000 13.55% $10.90 $10.90 11/24/08
--------------------- ------------------ ------------------- ------------------ -------------------- -----------------
Scott A. Caldwell 53,125 7.20% $10.90 $10.90 11/24/08
--------------------- ------------------ ------------------- ------------------ -------------------- -----------------
John W. Ivany 44,688 6.05% $10.90 $10.90 11/24/08
--------------------- ------------------ ------------------- ------------------ -------------------- -----------------
Brian W. Penny 27,800 3.77% $10.90 $10.90 11/24/08
===================== ================== =================== ================== ==================== =================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table sets forth details of exercised stock options during
the fiscal year ended December 31, 2003, by each of the named executive officers
and the fiscal year end value of unexercised options on an aggregate basis.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
======================== ============ ====================== ============================= ===========================
NAME COMMON AGGREGATE VALUE UNEXERCISED AT FISCAL VALUE OF UNEXERCISED
SHARES REALIZED ($) YEAR-END IN-THE-
ACQUIRED ON EXERCISABLE/UNEXERCISABLE MONEY OPTIONS AT FISCAL
EXERCISE YEAR-
END (CDN $)(1)
EXERCISABLE/UNEXERCISABLE
------------------------ ------------ ---------------------- ----------------------------- ---------------------------
Robert M. Buchan - - 690,784/100,000 3,285,623/0
------------------------ ------------ ---------------------- ----------------------------- ---------------------------
Scott A. Caldwell 60,000 309,323 125,438/53,125 250,683/0
------------------------ ------------ ---------------------- ----------------------------- ---------------------------
Arthur H. Ditto 42,200 36,714 270,000/0 1,441,651/0
------------------------ ------------ ---------------------- ----------------------------- ---------------------------
John W. Ivany 33,333 4,000 242,249/44,688 1,053,708/0
------------------------ ------------ ---------------------- ----------------------------- ---------------------------
Brian W. Penny 30,000 202,600 97,168/27,800 307,282/0
======================== ============ ====================== ============================= ===========================
-------------------------
(1) Value of unexercised-in-the-money options calculated using the closing
price of CDN $10.32 of the Kinross common shares on the TSX on December
31, 2003, 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 $93,985 to the
deferred profit sharing plan on behalf of the named executive officers during
the year ended December 31, 2003.
144
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 $3,084 to the
registered retirement savings plan on behalf of each of Messrs. Buchan,
Caldwell, Ivany, and Penny during the year ended December 31, 2003.
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 $3,912 to the 401(k) Savings Plan on behalf of Arthur H. Ditto
during the year ended December 31, 2003.
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 $6,520 to the Money Purchase
Plan on behalf of Arthur H. Ditto during the year ended December 31, 2003.
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 and Penny) or 2.5 (in the
case of Messrs. Buchan and Caldwell 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 Caldwell, 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. 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 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.
145
CERTAIN TRANSACTIONS
John E. Oliver is Senior Vice President, Atlantic Region, of the Bank of
Nova Scotia. The Bank of Nova Scotia is a co-lead of the lending syndicate for
Kinross' credit facility. The Bank of Nova Scotia's commitment to the credit
facility is approximately $20 million. Mr. Oliver's duties do not include
responsibilities in the commercial lending department responsible for management
and decisions with respect to the Kinross credit facility. The board of Kinross
does not consider this relationship to present a conflict of interest with Mr.
Oliver's responsibilities as a board member.
Kinross holds an ownership interest in a joint venture to develop a
potential copper property in which Arthur H. Ditto, a director of Kinross, also
holds an ownership interest. Kinross contributed $0.7 million to this joint
venture during the preceding three years to provide working capital.
DIRECTORS AND OFFICERS' INSURANCE
Kinross has purchased an insurance policy which covers actions against
its directors and officers and those of its subsidiaries. The limit of liability
applicable to all insured directors and officers under the current policy, which
expires on February 1, 2005, is $25 million in the aggregate inclusive of
defense costs. Under the policy, Kinross has reimbursement coverage to the
extent that it has indemnified the directors and officers in excess of a
deductible of $2 million each loss for securities claims and $1 million each
loss for non-securities claims. The total premium paid by Kinross in respect of
coverage for 2004 was $775,000, no part of which is payable by the directors or
officers of Kinross.
The bylaws of Kinross also provide for the indemnification of Kinross'
directors and officers from and against any liability and cost in respect of any
action or suit against them in connection with the execution of their duties of
office, subject to the limitations contained in the BUSINESS CORPORATION ACT
(ONTARIO).
COMPENSATION OF DIRECTORS
During the year ended December 31, 2003, the Compensation Committee
determined that it was desirable to obtain professional advice regarding the
compensation of Kinross' directors. Mercer Human Resource Consulting LLC
("Mercer") was retained to develop alternative pay programs for consideration by
the Compensation Committee for Kinross' outside directors and Non-Executive
Chair taking into consideration:
(a) Competitive compensation levels relative to the TSX 60 and TSX
100 companies;
(b) Introduction of a flat fee approach; and
(c) Introduction of deferred share units in place of stock options.
Reports were then prepared by Mercer pertaining to alternate methods of
director compensation and corporate governance considerations. These reports
were discussed in detail with the Compensation Committee and then presented to
the board of directors for their review and approval.
Under the new compensation plan adopted by the board of directors, each
director who is not a salaried employee of Kinross or any of its subsidiaries is
entitled to an annual retainer of CDN $75,000; the Chairs of the Compensation,
Corporate Governance, Environmental, Health and Safety and Nominating Committees
will receive an additional annual retainer of CDN $10,000; the Chair of the
Audit Committee will receive an additional annual retainer of CDN $25,000 and
the Non-Executive Chair will receive an additional annual retainer of CDN
$125,000. The flat fee will be paid 50% in cash and 50% in deferred share units.
In addition, such directors are also entitled to the reimbursement of their
expenses.
146
The main purpose of the deferred share unit plan is to strengthen the
alignment of interests between the directors and the shareholders of Kinross by
linking a portion of annual director compensation to the future value of Kinross
common shares. Under the plan, each director receives, on the date in each
quarter, which is two business days following the publication by Kinross of its
earnings results for the previous quarter (or year in the case of the first
quarter) that number of deferred share units having a value equal to 50% of the
compensation of the director for the current quarter. The number of deferred
share units granted to a director is determined by dividing the closing price of
Kinross' common shares on the Toronto Stock Exchange on the business day
immediately preceding the date of grant. At such time as a director ceases to be
a director, Kinross will make a cash payment to the director, equal to the
market value of Kinross' common shares on the date of departure, multiplied by
the number of deferred share units held on that date.
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, 2003, 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 Compensation Committee. As set forth above, 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;
(c) studying director compensation;
(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.
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 2003, 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.
147
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 2003,
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.
To determine the President and Chief Executive Officer's compensation
for the year the Committee took into consideration Kinross' balance sheet and
other financial items; merger and acquisition initiatives; reserve position and
investor profile.
During 2003, under President and Chief Executive Officer Robert M.
Buchan's leadership, Kinross achieved a number of important goals and
objectives. In September, 2003 the redemption of approximately CDN $195 million
5.5% Unsecured Subordinated Convertible Debentures eliminated a significant
portion of Kinross' balance sheet debt. Mr. Buchan took a leadership role in
this initiative at a time that capitalized on commodity price strength and
reduced the equity issuance obligations on Kinross. In addition, Kinross' cash
position increased 50% over prior year end. While some portion of this
improvement was attributable to the increase in the gold price and corresponding
improvements in cash flow generated from operating activities, a meaningful
portion was attributable to Mr. Buchan's leadership in asset disposal decisions.
Two very significant merger and acquisition initiatives were completed
or initiated in 2003. In January, Kinross successfully completed a combination
agreement with Echo Bay Mines Ltd. and TVX Gold Inc., resulting in Kinross
becoming the seventh largest primary gold producer in the world. In October, Mr.
Buchan led the proposed acquisition of Crown Resources Corporation and its 100%
owned Buckhorn Mountain gold deposit. This transaction will add to Kinross'
proven and probable resources and support efforts to address concerns regarding
Kinross' long-term reserve position.
Mr. Buchan played a key role in monitoring and supporting aggressive
drilling efforts at various of Kinross' properties which resulted in an increase
in the reported reserve position.
Under Mr. Buchan's direction, Kinross committed significant resources to
advancing its profile with investors with very positive results. Mr. Buchan took
a very active role in both participating in events to promote Kinross as well as
directing resources to ensure that Kinross remains a key player with a much
larger investor base.
BONUS
The Committee set the proposed bonuses for the 2003 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
(c) implementation of strategic goals.
The Committee also reviewed comparator groups to determine that bonuses were in
line with market expectations.
148
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 6,833,333, representing
approximately 2.0% 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.
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 4,166,667 in the aggregate, representing 1.2% of
the outstanding number of Kinross common shares. The maximum number of common
shares issuable to insiders pursuant to the Stock Option Plan within a one-year
period, is limited to 10% of the total number of common shares then outstanding.
The maximum number of common shares issuable to any one insider and such
insider's associates pursuant to the Stock Option Plan, within a one year
period, is limited to 5% of the total of common shares then outstanding. The
maximum 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
For the year ended December 31, 2003, 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 common shares having a value
equal to the aggregate amount contributed to the Share Purchase Plan by the
participant and by Kinross. The purchase price per share is the weighted average
closing price of the common shares on the TSX, for participants resident in
Canada, or the NYSE, for participants resident in the United States, for the 20
consecutive trading day period prior to the end of the calendar quarter in
respect of which the common shares are issued. Such common shares are delivered
to participants 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 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 common shares
issuable under the Share Purchase Plan is currently set at 2,666,666 common
shares in the aggregate.
149
Subsequent to year end, Kinross made revisions to the Share Purchase
Plan. Effective January 1, 2004, Kinross' match was reduced to 50% from 100% of
the participant's contribution and common shares will be delivered to
participants six months instead of one year following their date of issue. These
changes were made to more closely align the Share Purchase Plan with those of
comparative companies.
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 for no additional consideration
into one common share on the later of: (i) the end of a restricted period of
time wherein a Restricted Share Right cannot be exercised as determined by the
Committee ("Restricted Period"); and (ii) a date determined by an eligible
participant that is after the Restricted Period and before a participant's
retirement date or termination date (a "Deferred Payment Date"). The maximum
number of common shares issuable under the Restricted Share Plan is currently
set at 333,333. The maximum number of common shares issuable to insiders
pursuant to the Restricted Share Plan, within a one-year period, is limited to
10% of the total number of common shares then outstanding. The maximum number of
common shares issuable to any one insider and such insider's associates pursuant
to the Restricted Share Plan, within a one-year year period, is limited to 5% of
the total number of common shares then outstanding. The maximum number of common
chares reserved for issue to any one person under the Restricted Share Plan is
limited to 5% of the total number of common shares then outstanding. The maximum
number of common shares reserved for issue to any one person under the
Restricted Share Plan is limited to 5% of the number of common shares
outstanding from time to time.
The grant of a Restricted Share Right is evidenced by a Restricted Share
Rights agreement between a participant and Kinross which is subject to the
Restricted Share Plan and may be subject to other terms and conditions that are
not inconsistent with the Restricted Share Plan and which the Compensation
Committee deems appropriate.
Participants seeking to set a Deferred Payment Date must give Kinross at
least 60 days notice prior to the expiration of the Restricted Period in order
to effect such change. Participants electing to change a Deferred Payment Date
must give Kinross prior written notice not later than 60 days prior to the
Deferred Payment Date.
In the event of a participant's retirement or termination during a
Restricted Period, any Restricted Share Rights automatically terminate, unless
otherwise determined by the Committee. In the event of the retirement or
termination after the Restricted Period and prior to any Deferred Payment Date,
any Restricted Share Rights shall be immediately exercised without any further
action by the participant and Kinross shall issue Restricted Shares and any
dividends declared but unpaid to the participant. In the event of death or
disability, such Restricted Share Rights shall be immediately exercised.
If a participant holds Restricted Share Rights that are subject to a
Restricted Period, the Committee shall have the discretion to pay a participant
cash equal to any cash dividends declared on the common shares at the time such
dividends are ordinarily paid to holders of the common shares. Kinross shall pay
such cash dividends, if any, to those participants that hold Restricted Share
Rights that are no longer subject to a Restricted Period and are exercisable at
a Deferred Payment Date.
150
A participant has the right, subject to the approval of the Committee,
to receive cash instead of Restricted Shares upon the exercise of Restricted
Share Rights calculated on the basis of the current market value of the common
shares.
In the event of a change of control, all Restricted Share Rights shall
be immediately exercised notwithstanding the Restricted Period and any
applicable Deferred Payment Date.
The Restricted Share Plan shall remain in effect until terminated by the
directors.
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following chart compares the yearly percentage changes in the
cumulative total shareholder return on the common shares against the cumulative
total shareholder return of the TSX 300 Index and the TSX Gold and Silver Index
for the period December 31, 1998 to December 31, 2003.
COMPARISON OF CUMULATIVE TOTAL SHAREHOLDER RETURN ON THE COMMON SHARES,
THE TSX 300 INDEX AND THE TSX GOLD AND SILVER INDEX
[PERFORMANCE GRAPH]
1998 1999 2000 2001 2002 2003
Kinross 100.00 75.92 22.95 33.71 109.63 97.45
S&P/TSX Composite Index 100.00 131.71 141.47 123.69 108.30 137.25
TSX Gold and Precious Minerals Index 100.00 83.01 74.74 88.40 112.41 132.91
151
--------------------------------------------------------------------------------
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 June 30, 2004, 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, Massachusetts 02109 29,555,088 8.5
John A. Brough(3) 31,166 (2)
Robert M. Buchan(4) 886,556 (2)
Scott A. Caldwell(5) 188,506 (2)
Arthur H. Ditto(6) 299,620 (2)
Richard S. Hallisey 0 (2)
John M. H. Huxley(7) 71,603 (2)
John A. Keyes 11,666 (2)
George F. Michals(8) 102,917 (2)
Cameron A. Mingay(9) 6,666 (2)
John E. Oliver(10) 37,360 (2)
EXECUTIVE OFFICERS (2)
Robert M. Buchan See above
Scott A. Caldwell See above (2)
John W. Ivany(11) 281,458 (2)
Lars-Eric Johansson _____ (2)
All Directors, nominees for director,
and executive officers as a group
twelve (12) persons 1,989,072 (2)
-------------------------
(1) The information in the foregoing table is based on 345,929,995 Kinross
common shares outstanding as of June 30, 2004. With respect to FMR
Corp., this information is based on the filings of FMR Corp. under
section 13 of the Securities and Exchange Act of 1934.
(2) Less than 1%.
(3) Includes 30,000 options to purchase common shares.
(4) Includes 690,784 options to purchase common shares exercisable within 60
days and 50,000 restricted share rights. Mr. Buchan also owns 384,613
preferred shares convertible into 1,058,390 common shares and an
additional 100,000 options.
(5) Includes 125,438 options to purchase common shares exercisable within 60
days and 17,000 restricted share rights. Mr. Caldwell also owns an
additional 53,125 options.
(6) Includes 116,667 options to purchase common shares exercisable within 60
days.
(7) Includes 30,000 options to purchase common shares.
(8) Includes 75,834 options to purchase common shares.
(9) Includes 5,000 options to purchase common shares.
(10) Includes 30,000 options to purchase common shares.
(11) Includes 242,249 options to purchase common shares exercisable within 60
days and 14,300 restricted share rights. Mr. Ivany also owns an
additional 44,688 options.
152
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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
Fourth Quarter 12.00 9.61 2,684,527 9.22 7.19 1,361,578
Fiscal Year Ending December 31, 2004
First Quarter 10.93 8.70 2,327,337 8.53 6.48 1,444,124
Second Quarter [ 9.85 6.66 2,205,556 7.53 4.80 1,042,771
-------------------------
(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 June 30, 2004.
(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 June 30, 2004, there were approximately
24,000 holders of record of Kinross common shares (including holders who are
nominees for an undetermined number of beneficial owners).
153
--------------------------------------------------------------------------------
KINROSS SELECTED FINANCIAL DATA
--------------------------------------------------------------------------------
The selected financial data presented in this Proxy Statement/Prospectus
should be read in conjunction with the audited consolidated financial statements
of Kinross for the three years ended December 31, 2003, 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 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 audited consolidated financial statements of Kinross for
the three years ended December 31, 2003, and the unaudited interim financial
statements for the quarters ended March 31, 2004 and 2003, 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 March 31, 2004 and 2003,
December 31, 2003 and 2002, and for the three months ended March 31, 2004 and
2003, and for the years ended December 31, 2003, 2002, and 2001, is derived from
the audited consolidated financial statements of Kinross for the three years
ended December 31, 2003, included in this Proxy Statement/Prospectus and the
unaudited interim financial statements for the quarters ended March 31, 2004 and
2003, respectively. The financial information as of December 31, 2001, 2000, and
1999, and for the years ended December 31, 2000, and 1999, is derived from
audited consolidated financial statements of Kinross that are neither included
nor incorporated by reference in this Proxy Statement/Prospectus.
Readers should read Note 22 to the audited consolidated financial
statements for the three years ended December 31, 2003, and Note 11 to the
unaudited interim financial statements for the quarters ended March 31, 2004 and
2003, 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' audited consolidated financial statements for
the three years ended December 31, 2003. The auditor's report to the
shareholders dated March 12, 2004, 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 audited consolidated financial statements for the three years ended
December 31, 2003, 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 22 of the audited
consolidated financial statements for the three years ended December 31, 2003,
and Note 11 of the unaudited interim financial statements for the quarters ended
March 31, 2004 and 2003, 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.
154
---------------------- --------------------------------------------------------------
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
---------------------- --------------------------------------------------------------
2004 2003 2003 2002 2001 2000 1999
----------- ---------- -------------- ------------ ----------- ----------- ----------
(CDN GAAP)
FOR THE PERIOD: (RESTATED)(4)
Revenue and other income $ 156.6 $ 120.1 $ 584.6 $ 275.2 $ 282.9 $ 289.3 $ 317.0
Net earnings (loss) 13.2 (12.0) 9.7 (30.9) (36.3) (125.4) (243.9)
Net earnings (loss)
attributable to common
shareholders 13.2 (14.1) 19.7 (38.2) (44.0) (132.6) (250.4)
Cash flow provided from
operating activities 17.9 16.2 92.7 59.5 75.0 48.0 67.3
Cash flow from (used in)
financing activities (23.9) (0.6) 28.1 67.8 (46.5) (36.8) (31.5)
Cash flow provided from
(used in) investing (21.9) (66.1) 54.7 (40.7) (24.8) (47.1) (77.5)
activities
Weighted average common
shares outstanding
(millions)
--Basic 345.7 253.1 308.6 119.7 104.5 99.4 99.7
--Diluted 346.3 253.1 309.6 119.7 104.5 99.4 99.7
Capital expenditures 22.4 (12.8) 73.4 22.6 30.4 41.6 44.0
PER COMMON SHARE:
Net earnings (loss)--basic
and diluted $ 0.04 $ (0.06) $ 0.06 $ (0.32) $ (0.42) $ (1.32) $ (2.52)
Cash dividends to common
shareholders -- -- -- -- -- $ -- $ --
Dividends declared per
common share -- -- -- -- -- -- --
---------------------- --------------------------------------------------------------
AS AT DECEMBER 31,
AS AT MARCH 31, --------------------------------------------------------------
2004 2003 2002 2001 2000 1999
---------------------- -------------- ------------ ----------- ----------- ----------
(CDN GAAP)
AT PERIOD END: (RESTATED)(4)
Cash and cash equivalents $ 217.6 $ 245.8 $ 170.6 $ 81.0 $ 77.8 $ 113.9
Current assets 381.8 402.3 246.2 138.7 156.3 215.1
Total assets 2,116.2 2,145.1 598.0 577.6 700.0 882.4
Current liabilities 111.3 150.0 73.8 76.7 81.6 90.5
Long-term debt(1) 7.7 33.1 60.4 92.5 145.6 177.6
Convertible preferred
shares of 12.9 12.6 12.9 48.0 91.8 88.3
subsidiary company
Net shareholders' equity 1,819.7 1,804.6 418.9 331.6 340.9 477.1
Working capital 270.5 252.3 172.4 62.0 74.7 124.6
155
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
---------------------- --------------------------------------------------------------
2004 2003 2003 2002 2001 2000 1999
---------- ----------- -------------- ------------ ----------- ----------- ----------
FOR THE PERIOD: (U.S. GAAP) RESTATED(3)
Net earnings (loss) $ 15.5 $ (32.1) $ (16.6) $ 17.3 $ (32.3) $ (113.6) $ (228.3)
Net earnings (loss)
attributable to common
shareholders 15.5 (32.1) (16.6) 17.3 (32.3) (113.6) (228.3)
Cash flow provided from
operating activities 17.9 12.5 86.2 29.8 42.1 19.7 38.2
Cash flow provided from
(used in) financing
activities (23.9) 0.8 32.3 74.7 (6.5) (12.5) (7.0)
Cash flow from (used in)
investing activities (21.9) (34.4) (23.0) (37.2) (23.3) (46.9) (75.3)
Net income (loss) per share -
basic and diluted $ 0.04 $ (0.13) $ (0.05) $ 0.14 $ (0.31) $ (1.14) $ (2.29)
AS AT DECEMBER 31,
AS AT MARCH 31, --------------------------------------------------------------
2004 2003 2002 2001 2000 1999
---------------------- -------------- ------------ ----------- ----------- ----------
AT PERIOD END: (U.S. GAAP) RESTATED(3)
Current assets $ 382.0 $ 402.6 $ 204.6 $ 123.6 $ 118.6 $ 178.4
Current liabilities 130.9 172.7 90.2 69.9 51.2 64.1
Total assets 2,135.5 2,164.5 611.2 526.2 602.3 758.0
Long-term debt(2) 7.7 33.1 159.9 184.9 205.3 218.1
Net shareholders' equity 1,818.0 1,799.8 321.9 201.5 194.6 318.6
Working capital 251.1 229.9 114.4 53.7 67.4 114.3
-------------------------
(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 year ended December 31, 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.
(4) The restatement reflects the impact of the adoption of CICA Handbook
Section 3110. See Note 2(b) to Kinross' unaudited interim consolidated
financial statements for the quarters ended March 31, 2004 and 2003.
EXCHANGE RATE DATA
References in this document to "U.S. dollars," or "U.S. $" are to the
currency of the United States and references to "Canadian dollars," or "CDN $"
are to the currency of Canada. Solely for your convenience, we have provided the
following exchange rate information. You should not take this information as an
assurance that the Canadian dollar amounts currently represent U.S. dollar
amounts or could be converted into U.S. dollars at the rate indicated or at any
other rate, at any time.
156
The following table sets forth, for each period indicated, the high and
low exchange rates for one United States dollar expressed in Canadian dollars,
the average of such exchange rates during such period, and the exchange rate at
the end of such period, based upon the noon buying rate as reported by the Bank
of Canada:
Exchange Rates
---------------------------------------------------------
High Low Average Period End
----------- ------------- ------------- --------------
(Canadian Dollars)
Fiscal Year Ended December 31, 2000 1.5593 1.4341 1.4850 1.5002
Fiscal Year Ended December 31, 2001 1.6021 1.4936 1.5484 1.5926
Fiscal Year Ended December 31, 2002 1.6132 1.5110 1.5704 1.5796
Fiscal Year Ended December 31, 2003
First Quarter 1.5747 1.4656 1.5102 1.4693
Second Quarter 1.4846 1.3342 1.3984 1.3553
Third Quarter 1.4116 1.3363 1.3799 1.3504
Fourth Quarter 1.3480 1.2924 1.3160 1.2924
Fiscal Year Ended December 31, 2004
First Quarter 1.3476 1.2692 1.3178 1.3105
Second Quarter 1.3968 1.3093 1.3595 1.3404
As of June 30, 2004, the noon buying rate as reported by the Bank of
Canada was CDN $1.3404 per U.S. $1.00. This information should not be construed
as a representation that the Canadian dollar amounts actually represent, or
could be converted into, U.S. dollars at the rate indicate.
KINROSS GOLD CORPORATION
SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following summary of selected unaudited pro forma consolidated
financial information for Kinross is derived from and should be read in
conjunction with the detailed information contained in the audited consolidated
financial statements of Kinross and Crown as at and for the year ended December
31, 2003, the unaudited interim consolidated financial statements of Kinross and
Crown as at and for the three months ended March 31, 2004, each of which
financial statements are included in this Proxy Statement/Prospectus, together
with the accompanying notes to such financial statements.
The unaudited pro forma consolidated financial statements of Kinross
reflect the completion of the acquisition of TVX and Echo Bay and the merger
with Crown if these transactions had occurred on January 1, 2003, for purposes
of the pro forma consolidated statement of operations and as at March 31, 2004,
for purposes of the consolidated balance sheet. The unaudited pro forma
consolidated financial statements are not necessarily indicative of the
financial position or financial results that would have been achieved had the
transactions been completed as of the beginning of the period presented and
should not be construed as representative of such amounts for any future dates
or periods.
157
All financial data presented are in millions of dollars, except per
share data.
PRO FORMA FOR PRO FORMA FOR
THE THREE MONTHS ENDED THE YEAR ENDED
MARCH 31, 2004 DECEMBER 31, 2003
------------------------ ----------------------
OPERATING RESULTS:
Revenue and other income $ 156.6 $ 613.5
Net earnings (loss) for the period 13.0 (5.0)
Net earnings attributable to common 13.0
shareholders 5.0
PER SHARE DATA:
Net earnings per share - basic and diluted $ 0.04 $ 0.01
PRO FORMA
AS AT
MARCH 31, 2004
-----------------------
FINANCIAL POSITION:
Cash and cash equivalents $ 217.5
Current assets 382.0
Total assets 2,223.1
Current liabilities 111.5
Long-term debt(1) 7.8
Common shareholders' equity 1,924.7
Working capital 270.5
-------------------------
(1) Includes long-term debt (current and long-term portions), and Kinross'
redeemable retractable preferred shares.
158
The tables below set out the material adjustments to pro forma
consolidated net earnings (loss) and shareholders' equity reflected in the
unaudited pro forma consolidated financial information which would be required
if U.S. GAAP had been applied. These tables should be read in conjunction with
Note 22 of Kinross' audited consolidated financial statements for the three
years ended December 31, 2003, and Note 11 of the unaudited interim financial
statements for the quarters ended March 31, 2004 and 2003, which are included in
this Proxy Statement/Prospectus.
RECONCILIATION OF PRO FORMA NET LOSS
Three months ended Year ended
March 31, 2004 December 31, 2003
--------------------------------------
Pro forma net earnings for the year under CDN GAAP $ 13.2 $ (5.0)
Adjustments for:
Recognition of deferred exchange gains and losses on convertible
debentures (a) -- (17.8)
Elimination of effects of recognition of equity component of
convertible debentures (a) -- (3.2)
Property, plant and equipment & amortization of differences from
applying SFAS 121(b) 0.9 6.3
Restatement to equity account for investment in Echo Bay (c) -- (1.0)
Effect of SFAS 133(d) 0.4 0.5
Impact of adoption of Section 3110(e) 1.0 (11.1)
--------------------------------------
Pro forma net earnings (loss) for the year under U.S. GAAP $ 15.5 $ (31.3)
======================================
Pro forma U.S. GAAP earnings (loss) per common share $ 0.04 $ (0.09)
RECONCILIATION OF PRO FORMA CONSOLIDATED SHAREHOLDERS' EQUITY
As of March 31,
2004
---------------------
Pro forma shareholders' Equity under CDN GAAP $ 1,819.7
Adjustments for:
Property, plant and equipment & amortization of differences from
applying SFAS 121(b) (27.3)
Gains on marketable securities and long-term investments (c) 5.8
Restatement to equity account for investment in Echo Bay (c) 40.8
Effect of SFAS 133(d) (17.9)
Minimum pension liability(g) (3.1)
---------------------
Pro forma shareholders equity under U.S. GAAP $ 1,818.0
=====================
The pro forma U.S. GAAP net earnings (loss) per common share in the
amount of $0.04 and ($0.09) for the three months ended March 31, 2004, and year
ended December 31, 2003, respectively, have been calculated using the weighted
average number of common shares of Kinross outstanding during the three months
ended March 31, 2004, and year ended December 31, 2003, plus the additional
common shares that will be issued to complete the business combination with
Crown and the additional weighting of the shares issued to complete the business
combination with TVX and Echo Bay, had that combination been completed on
January 1, 2003.
159
(a) Under CDN GAAP, the convertible debentures were accounted for in
accordance with their substance and were presented in the financial statements
in their respective liability and equity components. Kinross redeemed these
convertible debentures on September 29, 2003. Under U.S. GAAP, the entire
principal amount of the convertible debentures plus accrued interest of $146.8
million immediately prior to the redemption was treated as debt with interest
expense based on the coupon rate of 5.5%.
In addition, under CDN GAAP, realized and unrealized foreign exchange
gains and losses on the debt component of the debentures were recognized in
income. For U.S. GAAP, in addition to including these gains and losses in
income, realized and unrealized exchange gains and losses related to the portion
of the convertible debentures included in equity under CDN GAAP were also
included in income. There was no gain or loss on the redemption of the
convertible debentures for U.S. GAAP.
(b) Cumulatively, as a result of applying SFAS 121 "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
and following the adoption of SFAS 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets," property, plant and equipment is reduced and the
deficit increased by $60.5 million. This difference arose from the requirement
to discount future cash flows from impaired property, plant and equipment under
U.S. GAAP and from using proven and probable reserves only. At the time of the
impairment, future cash flows from impaired property, plant and equipment were
not discounted under CDN GAAP. Under U.S. GAAP, depreciation, depletion and
amortization, in periods subsequent to the impairment, would be reduced by $0.9
million and $6.3 million for the three months ended March 31, 2004, and for the
year ended December 31, 2003, respectively, to reflect the above. Cumulatively,
as a result of these reductions in depreciation, depletion and amortization,
property, plant and equipment is increased and the deficit decreased by $27.3
million and $28.2 million as of March 31, 2004 and December 31, 2003,
respectively.
(c) Under CDN GAAP, unrealized gains and losses on long-term
investments and marketable securities are not recorded. Under U.S. GAAP,
unrealized gains on long-term investments that are classified as securities
available for sale of $5.6 million and $6.9 million as of March 31, 2004 and
December 31, 2003, respectively, and marketable securities of $0.2 million and
$0.3 million as of March 31, 2004 and December 31, 2003, respectively, are
included as a component of comprehensive income (loss).
Furthermore, U.S. GAAP requires that the transaction on April 3, 2002,
whereby Kinross exchanged its investment in debt securities of Echo Bay for 57.1
million common shares of Echo Bay, be recorded at fair value with the resulting
gain included in earnings. Under CDN GAAP, the cost of the Echo Bay common
shares acquired on the exchange was recorded at the values of the securities
given up. Since the fair value of the capital securities given up approximated
their carrying value, no gain was recorded under CDN GAAP.
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 consolidated
financial statements, prepared in accordance with U.S. GAAP, 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 during the year
ended December 31, 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.
160
Under CDN GAAP, derivatives hedging forecasted transactions are
off-balance sheet until the hedged transaction is recorded. Realized gains and
losses on derivatives that are closed out early are initially recorded as
deferred revenue or deferred charges and are recorded as an adjustment to net
earnings (loss) when the original hedged transaction is recorded.
On January 1, 2001, Kinross adopted Financial Accounting Standards Board
("FASB") Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"), and the corresponding amendments under FASB Statement
No. 138 ("SFAS 138"). 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. The
application of SFAS 133 results in a cumulative decrease in deferred revenue of
$1.7 million and $2.2 million, a cumulative increase in accounts payable and
accrued liabilities of $19.6 million and $22.7 million, a cumulative increase in
deficit of $1.0 million and $1.4 million, and a cumulative decrease in other
comprehensive income of $16.9 million and $19.1 million as of March 31, 2004 and
December 31, 2003, respectively. Additionally, as a result of applying SFAS 133,
there would be an increase in the CDN GAAP net earnings of $0.4 million and a
decrease in the CDN GAAP net loss of $0.9 million for the three months ended
March 31, 2004, and for the year ended December 31, 2003, respectively. On
adoption of SFAS 133, Kinross did not complete the required documentation and
effectiveness assessments to achieve hedge accounting for the commodity
derivatives hedging gold revenues and energy price risk, although the contracts
are considered to be effective economic hedges and they were accounted for as
hedges for CDN GAAP purposes. For U.S. GAAP only, these derivatives are carried
at fair value with the changes in fair value recorded as an adjustment to net
earnings (loss). The SFAS 133 requirements for foreign exchange forward
contracts were accounted for as cash flow hedges from January 1, 2001. Realized
and unrealized derivatives gains and losses included in other comprehensive
income ("OCI") on transition and during 2001 were reclassified into mining
revenue for cash-flow hedges of forecasted commodity sales and foreign exchange
gain (loss) for forecasted foreign currency revenues or expenses when the hedged
forecasted revenue or expense is recorded. For the three months ended March 31,
2004, and for the year ended December 31, 2003, $2.7 million and $9.3 million,
respectively, of derivative losses were reclassified out of other comprehensive
income. As at March 31, 2004, Kinross estimates that $15.9 million of net
derivatives losses included in other comprehensive income will be reclassified
into earnings within the next twelve months. Beginning January 2002, Kinross met
the required documentation requirements under SFAS 133 relating to the
prospective and retrospective effectiveness assessments for the commodity
derivatives; thus, these derivatives were designated as cash flow hedges. The
effective portions of changes in fair values of these derivatives are now
recorded in other comprehensive income and are recognized in the income
statement when the hedged item affects earnings. Ineffective portions of changes
in fair value of cash flow hedges are recognized in earnings. There was no
ineffectiveness recorded during the three months ended March 31, 2004.
(e) Effective January 1, 2004, Kinross adopted Section 3110,
"Accounting for Asset Retirement Obligations" which 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. This
Section harmonizes CDN GAAP with U.S. GAAP for the accounting for asset
retirement obligations. There are no GAAP differences between CDN GAAP and U.S.
GAAP related to the accounting for asset retirement obligations on a prospective
basis.
Under Section 3110, the transition provisions required the prior year
comparatives to be restated. However, U.S. GAAP required a cumulative effect of
accounting change to be recorded in the period of adoption for SFAS 143, which
was recorded by Kinross during the three months ended March 31, 2003.
161
(f) Under CDN GAAP and U.S. GAAP, effective January 1, 2004, Kinross
recorded an expense for employee stock-based compensation using the fair value
based method in accordance with the transitional provisions of Section 3870 and
SFAS 123, as amended by SFAS 148. Section 3870 is harmonized with SFAS 123 and
SFAS 148. As a result no GAAP differences are required on the adoption of the
fair value based method of accounting for stock options.
The fair value at grant date of stock options is estimated using the
Black-Scholes option-pricing model. Compensation expense is recognized over the
stock option vesting period.
(g) Under U.S. GAAP, if the accumulated pension plan benefit
obligation exceeds the market value of plan assets, a minimum pension liability
for the excess is recognized to the extent that the liability recorded in the
balance sheet is less than the minimum liability. Any portion of this additional
liability that relates to unrecognized prior service cost is recognized as an
intangible asset while the remainder is charged to Other Comprehensive Income.
CDN GAAP does not require Kinross to record a minimum liability and does not
have the concept of Other Comprehensive Income. In 2003, Kinross recorded a
minimum pension liability of $3.1 million with a corresponding decrease in Other
Comprehensive Income. None of the additional liability relates to unrecognized
prior service cost.
--------------------------------------------------------------------------------
KINROSS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
The financial statements have been prepared in accordance with Canadian
generally accepted accounting principles ("CDN GAAP"). Reconciliation to United
States generally accepted accounting principles ("U.S. GAAP") is provided in
Note 22 to the audited consolidated financial statements for the three years
ended December 31, 2003, and Note 11 to the unaudited interim financial
statements for the quarters ended March 31, 2004 and 2003. All amounts expressed
herein are in United States dollars unless otherwise stated.
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE QUARTERS ENDED MARCH 31, 2004
AND 2003
This section contains management's analysis of the financial performance
of the Company and its financial position for the quarters ended March 31, 2004
and 2003, and it should be read in conjunction with the unaudited interim
financial statements for the quarters ended March 31, 2004 and 2003. Readers are
cautioned that management's discussion and analysis of operating results and
financial condition ("MD&A") contains forward-looking statements and that actual
events may vary from management's expectations. In the MD&A and elsewhere,
Kinross refers to measures such as total cash costs per equivalent ounce of
gold, realized revenue and total cash costs items that are not defined by U.S.
GAAP. The use of these terms may not be consistent with the way these terms are
used by others. Where possible, Kinross has provided tables or other information
that enables readers to reconcile between such non-GAAP measures and standard
GAAP measures. While these measures are not defined by or required by GAAP, this
information is provided to readers to help them better understand the
significant events, transactions and trends that affect Kinross' businesses.
162
This interim MD&A focuses on Kinross' results from operations for the
three months ended March 31, 2004, and with discussion and analysis of Kinross'
financial condition as at March 31, 2004 and for the three months then ended
with comparisons to the corresponding period in 2003. This discussion should be
read in conjunction with the financial statements and notes included in this
Proxy Statement/Prospectus, along with the discussion under Management's
Discussion and Analysis for the Years Ended December 31, 2003, 2002, and 2001
("Annual MD&A").
OVERVIEW
The profitability of Kinross and its competitors is subject to the world
prices of gold and silver and the costs associated with: the acquisition of
mining interests; exploration and development of mining interests; mining and
processing of gold and silver; regulatory and environmental compliance and
general and administrative functions. The prices of gold and silver are subject
to a multitude of variables outside Kinross' control. In order to minimize the
impact of price movements, management continually strives to be an efficient,
cost effective producer. This discussion is based on issues which Kinross can
control and Kinross' progress in meeting its primary objective for 2004 of
producing between 1.70 and 1.75 million ounces of gold equivalent at total cash
costs in the range of $225 to $235 per ounce.
On January 31, 2003, Kinross combined its operations with those of TVX
and Echo Bay. This transaction is fully described in the December 31, 2003
financial statements, the accompanying notes and the Annual MD&A. As a result,
comparative numbers for the first quarter of 2003 include only two months of
operations of the mines acquired from the combination. This transaction had a
material impact on Kinross' operations and its balance sheet rendering
comparisons rather meaningless except in the discussion of the operations of
each mine.
RESULTS SUMMARY
==============================================================================================
THREE MONTHS ENDED MARCH 31,
----------------------------------------------------------------------------------------------
SUMMARY OF FIRST QUARTER CONSOLIDATED RESULTS 2004 2003 CHANGE
----------------------------------------------------------------------------------------------
Attributable Gold Equivalent Production - ounces 397,011 326,812 21%
Mining Revenues (millions) $ 155.6 $ 117.0 33%
Net earnings (loss) for the period (millions) $ 13.2 $ (12.0) 210%
Basic and Diluted earnings (loss) per share $ 0.04 $ (0.06) 167%
==============================================================================================
Kinross' share of attributable gold equivalent production for the first
quarter of 2004 was 397,011 ounces, an increase of 21% over the 326,812 gold
equivalent ounces produced in the corresponding period in 2003. The principal
reason for the increase is that the first quarter of 2003 includes only two
months of operations for the mines acquired in the TVX and Echo Bay
combinations.
Revenue from gold and silver sales in the first quarter of 2004 was
$155.6 million compared to $117.0 million in first quarter of 2003, an increase
of 33%. Kinross sold 374,126 ounces of gold in the quarter at an average
realized price of $403 per ounce while the average spot gold price for the
quarter was $408. This compares to 320,943 ounces of gold sold in the first
quarter of 2003 at an average realized price per ounce of gold of $342 per ounce
($352 average spot price). There is discussion later concerning Kinross' hedge
position, which causes the difference between the realized price and the average
spot price for gold.
Average total cash costs per attributable gold equivalent ounce for the
quarter were $241 compared to $237 per ounce in 2003. Cash flow provided from
operating activities for the quarter was $17.9 million in 2004 compared to $16.2
million in 2003. Cash flow provided from operating activities was positively
impacted by higher production and gold sales and negatively impacted by an
increase in working capital requirements. Two significant factors in the use of
cash were: $12.9 million related to winter road resupply purchases at Kubaka and
Lupin; and $13.6 million of reduction in accrued liabilities due to payments
associated with the completion of the settlement agreement regarding TVX Hellas.
163
Net earnings for the quarter were $13.2 million or $0.04 per share
compared to a net loss of $12.0 million or $0.06 per share for the first quarter
of 2003. The net loss for the first quarter of 2003 has been restated to reflect
the adoption of the Canadian Institute of Chartered Accountants ("CICA")
Handbook Section 3110 "Asset retirement obligations" ("Section 3110"). This
restatement increased the net loss for the first quarter of 2003 by $0.8 million
to $12.0 million and increased the basic and diluted loss per share by $0.01 to
$0.06. The bottom line improvement in the first quarter of 2004 was principally
due to higher production levels coupled with higher gold selling prices.
Kinross' first quarter plan called for gold equivalent production of
389,800 ounces at average total cash costs per equivalent ounce of $255. The
actual results for the quarter exceeded both targets.
Due to poor economic performance, management of Kinross and its joint
venture partner, High River Gold, have made the decision to suspend all
underground mine development work at the New Britannia Mine. Mining and milling
of developed ore will continue until late in the third quarter of 2004.
OPERATING RESULTS
REVENUES
A summary of revenue and production for Kinross, as a whole, is provided
below.
========================================================= ==============================================
REVENUE AND PRODUCTION(1) THREE MONTHS ENDED
MARCH 31,
--------------------------------------------------------- ----------------------------------------------
2004 2003
--------------------------------------------------------- ----------------------- ----------------------
Attributable gold equivalent production - ounces 397,011 326,812
Gold sales - ounces 374,126 320,943
Gold sales - revenue (millions) $ 150.0 $ 112.4
Gold deferred revenue realized (millions) 0.5 0.6
--------------------------------------------------------- ----------------------- ----------------------
Total gold revenue realized (millions) $ 150.5 $ 113.0
========================================================= ======================= ======================
Average sales price per ounce of gold $ 402 $ 340
Deferred revenue realized per ounce of gold 1 2
--------------------------------------------------------- ----------------------- ----------------------
Average realized price per ounce of gold sold $ 403 $ 342
========================================================= ======================= ======================
Average spot gold price per ounce $ 408 $ 352
--------------------------------------------------------- ----------------------- ----------------------
Silver sales revenue (millions) $ 5.1 $ 4.0
--------------------------------------------------------- ----------------------- ----------------------
Total gold and silver revenue (millions) $ 155.6 $ 117.0
========================================================= ======================= ======================
-------------------------
(1) Revenue and production data for 2003 are for two months from January 31,
2003 to March 31, 2003.
Included in gold equivalent production is silver production converted to
gold production using a ratio of the average spot market prices for the
commodities for each comparative quarter. The resulting ratios are 61.1:1 for
the first quarter of 2004 and 75.6: 1 for the first quarter of 2003. Kinross
produced 0.8 million ounces of silver in each of the first quarters of 2004 and
2003, respectively.
Realized revenue is furnished to provide additional information and is a
non-GAAP measure. This measure combined with total cash costs is intended to
provide investors with information about the cash generating capability
(realized revenue per ounce net of total cash costs per ounce) of the mining
operations. Kinross uses this information for the same purpose and for assessing
the performance of its mining operations. The measure of average realized price
per ounce of gold sold has been calculated on a consistent basis in each period.
164
COSTS AND EXPENSES
The following tables compare consolidated production costs per
equivalent ounce of attributable gold production for the first quarter of 2004
and 2003 and provide reconciliations of total cash costs as per the financial
statements.
======================================================================= ===========================================
CONSOLIDATED PRODUCTION COSTS PER EQUIVALENT OUNCE OF ATTRIBUTABLE THREE MONTHS ENDED
GOLD PRODUCTION MARCH 31,
----------------------------------------------------------------------- --------------------- ---------------------
2004 2003
----------------------------------------------------------------------- --------------------- ---------------------
Cash operating costs $ 227 $ 228
Royalties 14 9
----------------------------------------------------------------------- --------------------- ---------------------
Total cash costs $ 241 $ 237
Accretion expense 6 4
Depreciation, depletion and amortization 87 84
----------------------------------------------------------------------- --------------------- ---------------------
Total production costs $ 334 $ 325
======================================================================= ===================== =====================
The following table reconciles the production costs per equivalent ounce
of gold presented above to the operating costs presented in the unaudited
interim financial statements for the quarters ended March 31, 2004 and 2003.
======================================================================= ===========================================
RECONCILIATION OF TOTAL CASH COSTS PER EQUIVALENT THREE MONTHS ENDED
OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31,
----------------------------------------------------------------------- --------------------- ---------------------
2004 2003
----------------------------------------------------------------------- --------------------- ---------------------
(millions except production in ounces and per ounce amounts)
Operating costs per financial statements $ 94.5 $ 87.5
Accretion expense (2.2) (2.1)
Change in bullion inventory 5.7 (8.0)
Operating costs not related to gold production (2.2) (0.1)
======================================================================= ===================== =====================
Total cash costs for per ounce calculation purposes $ 95.8 $ 77.3
======================================================================= ===================== =====================
Gold equivalent production - ounces 397,011 326,812
Total cash costs per equivalent ounce of gold $ 241 $ 237
======================================================================= ===================== =====================
Total cash costs per equivalent ounce of gold is furnished to provide
additional information and is a non-GAAP measure. This measure should not be
considered in isolation as a substitute for measures of performance prepared in
accordance with generally accepted accounting principles and is not necessarily
indicative of operating expenses as determined under generally accepted
accounting principles. This measure intends to provide investors with
information about the cash generating capabilities of Kinross' mining
operations. Kinross uses this information for the same purpose and for assessing
the performance of its mining operations. Mining operations are capital
intensive. The measure total cash costs excludes capital expenditures but is
reconciled to total operating costs for each mine. Capital expenditures require
the use of cash in the current period, and in prior periods and are discussed
throughout the MD&A and included in the segmented information note to the
unaudited interim financial statements for the quarters ended March 31, 2004 and
2003.
165
OPERATIONS
Details of each individual mine operation, its performance and outlook
are discussed in this section. First a summary:
PRODUCTION AND COST SUMMARY
=======================================================================================================================
GOLD EQUIVALENT PRODUCTION TOTAL CASH COSTS
(OUNCES) ($/OUNCE)
THREE MONTHS ENDED MARCH 31, 2004 2003 2004 2003
-----------------------------------------------------------------------------------------------------------------------
Mining Operations:
Fort Knox 75,980 91,214 290 260
Round Mountain 1, 2 94,984 64,034 191 192
Porcupine 3 51,867 47,580 251 257
Kubaka 4 29,259 30,050 323 188
Paracatu 1, 3 24,340 16,958 201 166
La Coipa 1, 2 40,549 23,923 229 244
Crixas 1, 2 22,511 15,604 127 101
Musselwhite 1, 5 17,549 9,475 294 319
New Britannia 1, 2 6,707 7,460 422 272
Lupin 1 5,187 18,784 304 411
Kettle River 25,347 - 228 -
Refugio 2 2,731 - 211 -
Denton-Rawhide 6 - 1,730 - 221
--------------------------------------------------------------------------------- ----------------------------
Total 397,011 326,812 Average 241 237
================================================================================= ============================
1. Production and cost data for 2003 are for two months from January 31,
2003 to March 31, 2003.
2. Production reflects Kinross' 50% ownership interest.
3. Production reflects Kinross' 49% ownership interest.
4. Production reflects Kinross' 54.7% ownership interest to February 28,
2003, and its 98.1% interest thereafter.
5. Production reflects Kinross' 32% ownership interest.
6. Includes Kinross' share of Denton-Rawhide and Andacollo production
attributable to the Pacific Rim (formerly Dayton) ownership interest.
Total cash costs are a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses."
MINING OPERATIONS
FORT KNOX (100% OWNERSHIP AND OPERATOR) - U.S.A
Kinross acquired the Fort Knox open pit mine, located near Fairbanks,
Alaska, in 1998. The Fort Knox operation 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 the first quarter of 2004 was 75,980
ounces at a total cash cost per gold equivalent ounce of $290. Production for
the first quarter of 2004 was marginally ahead of plan and total cash costs per
ounce were 6% below plan. This compares to first quarter 2003 gold equivalent
production of 91,214 ounces at a total cash cost per gold equivalent ounce of
$260.
Management of Kinross has decided to suspend mining of the True North
mine for several months this year and use the True North mining fleet to
complete the next phase of the tailings dam lift at Fort Knox rather than rely
on more expensive third-party contractors. This will result in decreased
production for the full year 2004 compared to 2003. Kinross' plan for 2004 is
for gold production of 340,000 ounces at total cash costs of $220 per ounce.
During the first half of the year, the mill feed grades are expected to
be low due to the mining sequence at Fort Knox and the deferral of True North
mining to the second half of 2004. Mill feed grades are expected to increase in
the second half of the year due to improved grade at Fort Knox and the
resumption of mining at True North. During the first half of 2004, gold
production is expected to be approximately 145,000 ounces, increasing to
approximately 195,000 ounces in the second half of the year. Cash costs will
decrease quarter over quarter as the waste mining efforts shift to the Fort Knox
mine expansion program. This expansion is of a capital nature and as a result
major pit expansion will take place over the next several years, releasing
approximately 1 million ounces of
166
gold. Total cash costs per ounce for the first half of the year are expected to
average approximately $280 per ounce, decreasing to approximately $176 per ounce
for the second half of the year.
============================================================== ==================================
RECONCILIATION OF FORT KNOX TOTAL CASH COSTS PER EQUIVALENT THREE MONTHS ENDED
OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31,
-------------------------------------------------------------- ----------------------------------
2004 2003
-------------------------------------------------------------- ----------------- ----------------
(millions except production in ounces and per ounce amounts)
Operating costs included in financial statements $ 23.0 $ 23.8
Accretion expense (0.3) (0.2)
Change in bullion inventory (0.6) 0.1
-------------------------------------------------------------- ----------------- ----------------
Total cash costs for per ounce calculation purposes $ 22.1 $ 23.7
============================================================== ================= ================
Gold equivalent production - ounces 75,980 91,214
Total cash costs per equivalent ounce of gold $ 290 $ 260
============================================================== ================= ================
Total cash costs are a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Business of
Kinross--Operations--Calculation of Total Cash Costs and Realized Revenue and
Reconciliation to the Statement of Operations."
During 2003, exploration was conducted within the Fort Knox pit, at the
True North mine, on the Gil project and at Ryan Lode. Results from the Fort Knox
in-pit work confirmed sufficient continuity of the mineralized zones to justify
a major pit wall layback at an assumed gold price of $325 per ounce. This major
layback is comprised of a three year, approximately $60.0 million capital
expenditure program mostly in the form of stripping to liberate ore to prolong
the economic life of the Fort Knox mine. The 2004 capital budget totals $39.0
million. In the first quarter of 2004 $7.2 million was spent - $4.7 million for
mine development, $1.0 million on the tailings dam with the balance on new
equipment or equipment rebuilds.
ROUND MOUNTAIN (50% OWNERSHIP AND OPERATOR) - U.S.A
Kinross acquired its ownership interest in the Round Mountain open pit
mine, located in Nye County, Nevada, upon completion of the combination with
Echo Bay on January 31, 2003. Kinross' share of production for the first quarter
of 2004 was 94,984 ounces at total cash costs per gold equivalent ounce of $191
compared to 64,034 ounces for the corresponding period in 2003 (two months only)
at total cash costs per gold equivalent ounce of $192. Production levels
exceeded plan by 9% while total cash costs per equivalent ounce were 13% below
plan.
Due to the failure of an electrical transformer in the last half of
2003, Kinross' focus was on accelerating the placement of ore on the dedicated
leach pads to offset crushing and milling limitations and to stockpile higher
grade ore. Once the mine resumed normal operations, the stockpiled ore was
processed in the first quarter of 2004 at levels exceeding plan. Total cash
costs per equivalent ounce of gold were below plan due primarily to the higher
than expected production.
Management's expectations for the full year are for the production of
367,000 ounces at total cash costs of $223 per ounce.
============================================================== ==================================
RECONCILIATION OF FORT KNOX TOTAL CASH COSTS PER EQUIVALENT THREE MONTHS ENDED
OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31,
-------------------------------------------------------------- ----------------------------------
2004 2003
-------------------------------------------------------------- ----------------- ----------------
(millions except production in ounces and per ounce amounts)
Operating costs included in financial statements $ 18.1 $ 14.1
Accretion expense (0.5) (0.3)
Change in bullion inventory 0.6 (1.5)
-------------------------------------------------------------- ----------------------------------
Total cash costs for per ounce calculation purposes $ 18.2 $ 12.3
============================================================== ==================================
Gold equivalent production - ounces 94,984 64,034
Total cash costs per equivalent ounce of gold $ 191 $ 192
============================================================== ==================================
1. Includes the months of February and March 2003.
167
Total cash costs are a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Business of
Kinross--Operations--Calculation of Total Cash Costs and Realized Revenue and
Reconciliation to the Statement of Operations."
Capital expenditures during the quarter were $1.8 million with total
year planned expenditures of $8.1 million (Kinross' share). Capital expenditures
during the first quarter of 2004 were incurred primarily on leach pad expansions
and capitalized exploration on the Gold Hill deposit.
PORCUPINE (49% INTEREST, PLACER DOME 51%, OPERATOR) - CANADA
Kinross formed this joint venture on July 1, 2002, with a wholly owned
subsidiary of Placer Dome Inc. combining each company's gold mining operations
in the Porcupine district of Timmins, Ontario. Kinross' share of gold production
in the first quarter of 2004 was 51,867 ounces at a total cash costs of $251 per
equivalent ounce compared to 47,580 ounces in 2003 at total cash costs per gold
equivalent ounce of $257. Production increases over the prior year were due
primarily to higher underground grades being processed. Total cash costs per
ounce improved slightly as the impact of greater production output more than
offset the approximately 15% appreciation of the Canadian dollar, compared to
the United States dollar, when compared to the same quarter of 2003. Results to
date are essentially on plan with the expectation of producing 200,000 ounces to
Kinross' account at total cash costs per equivalent ounce of $230 for the whole
year 2004.
======================================================================= ================================
RECONCILIATION OF PORCUPINE TOTAL CASH COSTS PER EQUIVALENT OUNCE OF THREE MONTHS ENDED
GOLD TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31,
----------------------------------------------------------------------- --------------------------------
2004 2003
----------------------------------------------------------------------- ---------------- ---------------
(millions except production in ounces and per ounce amounts)
Operating costs included in financial statements $ 12.8 $ 13.8
Accretion expense (0.2) (0.3)
Change in bullion inventory 0.4 (1.2)
----------------------------------------------------------------------- ---------------- ---------------
Total cash costs for per ounce calculation purposes $ 13.0 $ 12.3
======================================================================= ================ ===============
Gold equivalent production - ounces 51,867 47,580
Total cash costs per equivalent ounce of gold $ 251 $ 257
======================================================================= ================ ===============
Total cash costs are a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Business of
Kinross--Operations--Calculation of Total Cash Costs and Realized Revenue and
Reconciliation to the Statement of Operations."
Kinross and its partner plan an aggressive spending program for 2004
focussing on expanding reserves through the development of the Pamour project
and Hoyle Pond development. Kinross' share of capital expenditures is estimated
at $28.7 million for 2004. In the first quarter, Kinross' share of capital
expenditures was $2.3 million which is less than the $4.5 million planned as
certain spending was deferred until later in 2004.
KUBAKA (98.1% OWNERSHIP AND OPERATOR) - RUSSIA
Kinross completed its acquisition of a further 43.44% of the mining
operation in 2003 to bring its ownership to 98.1%. The transaction closed on
February 28, 2003, so the comparative results include Kinross' 54.7% share for
the first two months of 2003 and its 98.1 % ownership for the first quarter of
2004.
Kinross' 98.1% share of gold equivalent production was 29,259 ounces for
the first quarter of 2004 at total cash costs per equivalent ounce of $323 per
ounce compared to 30,055 at $188 per ounce in 2003.
Mining activities at the Kubaka open pit ceased in October 2002 and the
processing of relatively lower grade stockpiles commenced along with additional
exploration drilling to further define mineralization at the Birkachan and
Tsokol deposits. Production in the first quarter of 2004 was 4% above plan while
total cash costs per equivalent ounce of gold were as per plan.
168
Pre-stripping of the Birkachan pit continued during the first quarter of
2004, and the first ore was mined in May, 2004. This initially mined ore and
future ore will be placed in a stockpile. The all season road connecting the
Birkachan deposit to the Kubaka processing facility is expected to be completed
by the third quarter of 2004. Transportation of ore from the Birkachan mine to
the Kubaka mill is planned to begin in the fourth quarter of 2004. Current plans
indicate that a eight-week shut-down of the Kubaka mill during the third quarter
of 2004 will reduce the over-all operating cost profile and will improve the
annual cash flow of the mine. This eight-week suspension will allow for more
efficient operations of the mill in the fourth quarter of 2004, and will
eliminate over-time related labor costs associated with vacations. Spending for
the first half of 2004 is expected to be slightly greater than the second half
of the year. The total cash cost per ounce for the first half of 2004 is
expected to average approximately $308 per ounce, decreasing to approximately
$225 per ounce in the second half of the year. With the addition of the high
grade Birkachan ore, the mill feed grade will increase in the second half of the
year, resulting in gold production increases. Gold production for the first half
of 2004 is expected to be approximately 60,000 ounces of gold equivalent,
increasing to approximately 73,000 ounces in the second half of the year.
======================================================================= =============================
RECONCILIATION OF KUBAKA TOTAL CASH COSTS PER EQUIVALENT OUNCE OF THREE MONTHS ENDED
GOLD TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31,
----------------------------------------------------------------------- -----------------------------
2004 2003
----------------------------------------------------------------------- -------------- --------------
(millions except production in ounces and per ounce amounts)
Operating costs included in financial statements $ 8.0 $ 5.7
Accretion expense (0.1) (0.1)
Change in bullion inventory 1.5 -
Management fees 0.5 0.1
Operating costs not related to gold production (0.5) -
======================================================================= ============== ==============
Total cash costs for per ounce calculation purposes $ 9.4 $ 5.7
======================================================================= ============== ==============
Gold equivalent production - ounces 29,259 30,050
Total cash costs per equivalent ounce of gold $ 323 $ 188
======================================================================= ============== ==============
Total cash costs are a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Business of
Kinross--Operations--Calculation of Total Cash Costs and Realized Revenue and
Reconciliation to the Statement of Operations."
Kinross plans capital expenditures of $11.2 million in 2004 principally
to develop the Birkachan test pit and commence underground exploration of the
Tsokol vein. In the first quarter of 2004, Kinross spent $4.5 million compared
to plan of $5.7 million primarily related to the pre-strip and construction at
Birkachan and the tailings expansion program.
PARACATU (ALSO KNOWN AS BRASILIA - 49% OWNERSHIP, RIO TINTO 51%, OPERATOR) -
BRAZIL
Kinross acquired its ownership interest in the Paracatu open pit mine,
located in the State of Minas Gerais, upon completion of the combination with
TVX on January 31, 2003. Kinross' share of gold equivalent production for the
first quarter of 2004 was 24,340 ounces at total cash costs per gold equivalent
ounce of $201 compared to 16,958 ounces for the corresponding period in 2003
(two months only) at total cash costs per gold equivalent ounce of $166.
Production was slightly below budget while total cash costs were slightly
greater than budget. Plant throughput during the quarter was lower than budget
due to harder ore being processed while recovery was negatively impacted by
higher arsenic content in the ore. Notwithstanding these issues, management
considers the 2004 plan of 95,000 ounces produced to Kinross' account at total
cash costs per equivalent ounce of $228 achievable.
169
======================================================================= =============================
RECONCILIATION OF PARACATU TOTAL CASH COSTS PER EQUIVALENT OUNCE OF THREE MONTHS ENDED
GOLD TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31,
----------------------------------------------------------------------- -----------------------------
2004 2003
----------------------------------------------------------------------- -------------- --------------
(millions except production in ounces and per ounce amounts)
Operating costs included in financial statements $ 4.6 $ 3.7
Accretion expense (0.1) (0.1)
Change in bullion inventory 0.4 (0.8)
----------------------------------------------------------------------- -------------- --------------
Total cash costs for per ounce calculation purposes $ 4.9 $ 2.8
======================================================================= ============== ==============
Gold equivalent production - ounces 24,340 16,958
Total cash costs per equivalent ounce of gold $ 201 $ 166
======================================================================= ============== ==============
-------------------------
(1) Includes the months of February and March 2003.
Total cash cost are a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Business of
Kinross--Operations--Calculation of Total Cash Costs and Realized Revenue and
Reconciliation to the Statement of Operations."
Kinross plans capital expenditures of $13.1 million in 2004 (its share)
focussed on expansion of the mines' output. In the first quarter of 2004, $0.7
million was spent which was well below the budgeted amount of $5.6 million
mainly due to the delay in completion of the SAG mill feasibility study ($2.7
million), which is now forecast to be completed in the second quarter of 2004.
LA COIPA (50% OWNERSHIP, PLACER DOME 50%, OPERATOR) - CHILE
Kinross acquired its ownership interest in the La Coipa open pit mine,
located in the Atacama region, Chile, upon completion of the combination with
TVX on January 31, 2003. Kinross' share of gold equivalent production for the
first quarter of 2004 was 40,549 ounces at total cash costs per gold equivalent
ounce of $229 compared to 23,923 ounces for the corresponding period in 2003
(two months only) at total cash costs per gold equivalent ounce of $244.
Production levels were 18% ahead of plan for the quarter while total cash costs
per gold equivalent ounce were 5% below plan. Gold production was higher than
plan due mainly to changes in the mine plan, notably a change in sequencing of
ore from Phase Three at Coipa Norte rather than Phase Five. Gold production was
also positively impacted by the lower gold to silver ratio (61.1: 1 for the
first quarter of 2004 compared to 74.8: 1 for all of 2003). Total cash costs per
equivalent ounce were lower than plan due to the higher production levels.
Management expects total cash costs to increase throughout the year with the
mining of more in-pit waste rock than in 2003. However, the full year 2004
production budget of 145,000 gold equivalent ounces at total cash costs per
equivalent ounce of $288 is attainable.
======================================================================= =============================
RECONCILIATION OF LA COPIA TOTAL CASH COSTS PER EQUIVALENT OUNCE OF THREE MONTHS ENDED
GOLD TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31,
----------------------------------------------------------------------- -----------------------------
2004 2003
----------------------------------------------------------------------- -------------- --------------
(millions except production in ounces and per ounce amounts)
Operating costs included in financial statements $ 8.4 $ 8.4
Accretion expense (0.1) (0.1)
Change in bullion inventory 1.0 (2.4)
----------------------------------------------------------------------- -------------- --------------
Total cash costs for per ounce calculation purposes $ 9.3 $ 5.9
======================================================================= ============== ==============
Gold equivalent production - ounces 40,549 23,923
Total cash costs per equivalent ounce of gold $ 229 $ 244
======================================================================= ============== ==============
-------------------------
(1) Includes the months of February and March 2003.
Total Cash Costs are a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Business of
Kinross--Operations--Calculation of Total Cash Costs and Realized Revenue and
Reconciliation to the Statement of Operations."
170
During the first quarter of 2004, Kinross' share of capital expenditures
was $0.3 million with nominal spending required for the balance of the year
2004.
CRIXAS (50% OWNERSHIP, ANGLO GOLD 50%, OPERATOR) - BRAZIL
Kinross acquired its ownership interest in the Crixas underground mine,
located in the state of Goias, upon completion of the combination with TVX on
January 31, 2003. Kinross' share of gold equivalent production for the first
quarter of 2004 was 22,511 ounces at total cash costs per gold equivalent ounce
of $127 compared to 15,604 ounces for the corresponding period last year (two
months only) at total cash costs per equivalent ounce of $101. The increase in
total cash costs in 2004 was a result of increased haulage costs as mining
continued at depth as well as the impact from the strengthening of the Brazilian
real in relation to the U.S. dollar. Production was 4% ahead of plan while total
cash costs per ounce were on plan. Recoveries and plant throughput were greater
than plan resulting in higher gold production; however, improvements in total
cash costs per ounce, resulting from the higher production, were offset by the
appreciation of the Brazilian real. Management considers the 2004 target of
producing 94,000 ounces to Kinross' account at total cash costs of $129 per
ounce achievable.
======================================================================= =============================
RECONCILIATION OF CRIXAS TOTAL CASH COSTS PER EQUIVALENT OUNCE OF THREE MONTHS ENDED
GOLD TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31,
----------------------------------------------------------------------- -----------------------------
2004 2003
----------------------------------------------------------------------- -------------- --------------
(millions except production in ounces and per ounce amounts)
Operating costs included in financial statements $ 3.0 $ 2.5
Accretion expense - -
Change in bullion inventory (0.1) (0.9)
----------------------------------------------------------------------- -------------- --------------
Total cash costs for per ounce calculation purposes $ 2.9 $ 1.6
======================================================================= ============== ==============
Gold equivalent production - ounces 22,511 15,604
Total cash costs per equivalent ounce of gold $ 127 $ 101
======================================================================= ============== ==============
-------------------------
(1) Includes the months of February and March 2003.
Total cash costs are a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Business of
Kinross--Operations--Calculation of Total Cash Costs and Realized Revenue and
Reconciliation to the Statement of Operations."
Kinross' share of capital expenditures in the first quarter of 2004 was
$0.7 million spent mostly on ore development and equipment replacement. Total
capital expenditures for the full year 2004 are budgeted at $3.3 million
(Kinross' share).
MUSSELWHITE (31.93% OWNERSHIP, PLACER DOME 68.07%, OPERATOR) - CANADA
Kinross acquired its ownership interest in the Musselwhite under ground
mine, located in northwestern Ontario, Canada, upon completion of the
combination with TVX on January 31, 2003. Kinross' share of gold equivalent
production for the first quarter of 2004 was 17,549 ounces at total cash costs
per gold equivalent ounce of $294 compared to 9,475 ounces for the corresponding
period last year (two months only) at total cash costs per equivalent ounce of
$319. Increased mill throughput in the quarter more than offset the lower grades
and recoveries. Total cash costs decreased in the quarter from the prior year as
the higher production more than offset the appreciation of the Canadian dollar.
Production was slightly below plan while total cash costs were 7% higher than
plan due principally to the Canadian dollar appreciation. The Joint Venture
management considers the full year 2004 budget of producing 75,000 ounces to
Kinross' account at total cash costs of $251 achievable. Higher grade ore is
expected in the second quarter of 2004 and will continue into the fourth quarter
of 2004, which will help reduce the total cash costs per equivalent ounce of
gold.
171
======================================================================= =============================
RECONCILIATION OF MUSSELWHITE TOTAL CASH COSTS PER EQUIVALENT OUNCE OF THREE MONTHS ENDED
GOLD TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31,
----------------------------------------------------------------------- -----------------------------
2004 2003
----------------------------------------------------------------------- -------------- --------------
(millions except production in ounces and per ounce amounts)
Operating costs included in financial statements $ 5.6 $ 2.8
Accretion expense - (0.1)
Change in bullion inventory (0.4) 0.3
----------------------------------------------------------------------- -------------- --------------
Total cash costs for per ounce calculation purposes $ 5.2 $ 3.0
======================================================================= ============== ==============
Gold equivalent production - ounces 17,549 9,475
Total cash costs per equivalent ounce of gold $ 294 $ 319
======================================================================= ============== ==============
-------------------------
(1) Includes the months of February and March 2003.
Total cash costs are a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Business of
Kinross--Operations--Calculation of Total Cash Costs and Realized Revenue and
Reconciliation to the Statement of Operations."
During the first quarter of 2004, Kinross' share of capital expenditures
was $0.4 million with full year 2004 capital expenditures expected to be $3.7
million (Kinross' share).
NEW BRITANNIA (50% OWNERSHIP AND OPERATOR) - CANADA
Kinross operates and owns a 50% interest in the New Britannia mine,
located in northern Manitoba, Canada, acquired in the combination with TVX on
January 31, 2003. Kinross' share of gold equivalent production for the first
quarter of 2004 was 6,707 ounces at total cash costs of $422 per ounce compared
to 7,460 ounces (two months only) at total cash costs per gold equivalent ounce
of $272 for the corresponding period last year.
The ore grade at the mine continues to adversely affect the sites
ability to operate economically. Various options for the site are being reviewed
with the preferred operating strategy being to stop underground development and
mine the developed ore over the next four months after which the mine will shut
down and enter reclamation and closure. As a result, Management has revised
downward its 2004 production levels to 16,500 ounces from the planned 34,000
ounces. It is expected, however, that the mine will generate positive cash flow
until closure.
The New Britannia mine team has done an outstanding job of operating the
mine over the last 10 years. The mine produced approximately 100,000 ounces gold
above original expectations. The New Britannia mine earned the prestigious John
T. Ryan Safety award, given to the safest underground mine in Canada. The Team
earned this award not once but five times over the course of ten years, the
Regional Trophy three times for the Prairies and Northwest Territories Region
and the Canada Trophy two times, the latest award was earned in 2003.
======================================================================= =============================
RECONCILIATION OF NEW BRITANNIA TOTAL CASH COSTS PER EQUIVALENT OUNCE THREE MONTHS ENDED
OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31,
----------------------------------------------------------------------- -----------------------------
2004 2003
----------------------------------------------------------------------- -------------- --------------
(millions except production in ounces and per ounce amounts)
Operating costs included in financial statements $ 3.2 $ 2.2
Accretion expense - (0.1)
Change in bullion inventory (0.4) (0.1)
---------------------------------------------------------------------- --------------- -------------
Total cash costs for per ounce calculation purposes $ 2.8 $ 2.0
====================================================================== =============== =============
Gold equivalent production - ounces 6,707 7,460
Total cash costs per equivalent ounce of gold $ 422 $ 272
====================================================================== =============== =============
-------------------------
(1) Includes the months of February and March 2003.
Total cash costs are a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Business of
Kinross--Operations--Calculation of Total Cash Costs and Realized Revenue and
Reconciliation to the Statement of Operations."
There are no capital expenditures planned for 2004.
172
LUPIN (100% OWNERSHIP AND OPERATOR) - CANADA
Kinross operates the Lupin underground mine, located in the Nunavut
Territory, Canada, acquired in the combination with Echo Bay on January 31,
2003. In August 2003, Kinross announced the immediate suspension of operations
at Lupin due to the poor economic performance of the operation over a protracted
period of time. The plant and equipment was placed on care and maintenance
pending a review of alternatives for the mine. This review concluded that the
development of a mine plan to extract the shaft and crown pillars and previously
developed remnant ore would be appropriate. Accordingly, the mine recommenced
production on March 3, 2004, and produced 5,187 gold equivalent ounces at total
cash costs per gold equivalent ounce of $304. Management expects that the mine
will meet its target for 2004 of producing 79,000 gold equivalent ounces at
total cash costs per equivalent ounce of $319.
======================================================================= =============================
RECONCILIATION OF LUPIN TOTAL CASH COSTS PER EQUIVALENT OUNCE THREE MONTHS ENDED
OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31,
----------------------------------------------------------------------- -----------------------------
2004 2003
----------------------------------------------------------------------- -------------- --------------
(millions except production in ounces and per ounce amounts)
Operating costs included in financial statements $ 1.3 $ 9.2
Accretion expense (0.3) (0.3)
Change in bullion inventory 1.6 (1.2)
Operating costs not related to gold production (1.0) -
----------------------------------------------------------------------- -------------- --------------
Total cash costs for per ounce calculation purposes $ 1.6 $ 7.7
======================================================================= ============== ==============
Gold equivalent production - ounces 5,187 18,784
Total cash costs per equivalent ounce of gold $ 304 $ 114
======================================================================= ============== ==============
-------------------------
(1) Includes the months of February and March 2003.
Total cash costs are a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Business of
Kinross--Operations--Calculation of Total Cash Costs and Realized Revenue and
Reconciliation to the Statement of Operations."
A total of $2.6 million was spent to restart the operation and to buy
additional equipment needed to meet the revised operating plan. There are no
further capital spending requirements in 2004.
KETTLE RIVER (100% OWNERSHIP AND OPERATOR) - U.S.A.
The Kettle River operations, located in the state of Washington, U.S.A.,
recommenced operations in late December 2003. During the first quarter of 2004,
the mine produced 25,347 gold equivalent ounces at total cash costs of $228 per
gold equivalent ounce.
Production for the first quarter was essentially on plan despite more
challenging ground conditions than expected. Ground support activities are now
almost complete. Mill throughput was ahead of plan by 9% reflecting an efficient
operation that is essential for the processing of ore from the Buckhorn Mountain
mine, which will be acquired upon the close of the Crown transaction.
Management is confident that the 2004 budget of 100,000 ounces produced
at total cash costs per gold equivalent ounce of $208 will be met. In order to
meet the objectives, $1.5 million in capital spending is required, primarily for
the refurbishment of equipment.
173
REFUGIO (50% OWNERSHIP AND OPERATOR) - CHILE
Kinross and its joint venture partner, Bema Gold Corporation, announced
in 2003 plans to recommence production at the Refugio mine in late 2004.
Kinross' share of capital expenditures associated with the recommencement of
operations are expected to be approximately $53 million. During the first
quarter of 2004, activities were focused on engineering, procurement and design
of the expanded processing plant. Once complete in the fourth quarter of 2004,
the Refugio mine will be capable of producing approximately 115,000 to 130,000
ounces of gold equivalent per annum to Kinross' share at total cash costs per
ounce produced of approximately $225.
EXPENSES
GENERAL AND ADMINISTRATIVE
General and administrative costs include corporate office expenses
related to the overall management of the business which are not part of direct
mine operating costs. General and administrative costs include the costs
incurred at two corporate offices located in Toronto and Reno. There are two
leases associated with the Toronto office, which expire in 2005 and in 2007
while the Reno office lease expires in 2006. General and administrative expenses
totaled $6.9 million in the first quarter of 2004 compared to $5.8 million in
2003.
The 2004 first quarter general and administrative expenses are higher
than the 2003 comparative expenses as Kinross adopted CICA Handbook Section 3870
"Stock-based compensation and other stock-based payments." During the first
quarter ended March 31, 2004, Kinross recorded compensatory expense of $0.5
million relating to stock options and restricted stock units previously granted
over the respective vesting periods. All stock options granted since January 1,
2002 until December 31, 2003 have been recorded as a charge to opening retained
earnings upon adoption and prior period results have not been restated. As a
result of the adoption of CICA Handbook Section 3870, Kinross has increased its
planned general and administrative spending in 2004 to $23.0 million.
EXPLORATION AND BUSINESS DEVELOPMENT
Total exploration and business development expenses incurred during the
first quarter of 2004 was $3.5 million, compared with $6.2 million in 2003.
Planned exploration and business development expenditures for the first quarter
of 2004 were $6.0 million. Exploration and business development activities were
lower than planned as certain projects that were to begin in the first quarter
were delayed until the second quarter. Costs pertaining to these activities will
increase during the remaining quarters to compensate for the lower than planned
first quarter spending.
Kinross plans to spend a minimum of $20.0 million on its exploration
program in order to replace and increase reserves at existing mines and increase
reserves at development projects.
DEPRECIATION, DEPLETION AND AMORTIZATION
Depreciation, depletion and amortization totaled $32.4 million during
the first quarter 2004 compared to $28.2 million in 2003. Depreciation,
depletion and amortization increased in 2004 when compared to 2003 since the
results of operations for the first quarter of 2003 included only two months of
depreciation, depletion and amortization for the assets acquired from TVX and
Echo Bay. Depreciation, depletion and amortization have increased per equivalent
ounce of gold to $87 in 2004 from $84 in 2003. The 2004 increase per equivalent
ounce of gold was largely due to the impact of the combination with TVX and Echo
Bay. It is expected that depreciation, depletion and amortization expenses will
be $147.7 million for 2004.
174
INTEREST EXPENSE
Interest expense totaled $0.7 million during the first quarter of 2004,
compared to $1.1 million in 2003. Interest expense in 2004 is comprised of $0.1
million relating to interest on the Kubaka project loans, $0.3 million of
interest on the Industrial Revenue Bonds and the Fort Knox capital leases and
$0.3 million on other items. Interest expense is expected to remain low for the
remainder of 2004, as Kinross has repaid the Industrial Revenue Bonds and the
only plan to increase current debt levels is through the addition of $16.0
million of capital leases for the Refugio mining fleet.
FOREIGN EXCHANGE (GAIN) LOSS
During the first quarter of 2004, Kinross recorded a net loss on foreign
currency translation and transactions of $2.4 million compared to net losses in
2003 of $0.7 million.
Kinross' monetary assets and liabilities are translated at the rate of
exchange prevailing at the balance sheet date. Non-monetary assets and
liabilities are translated at historical rates. Revenues and expenses are
translated at the average rate of exchange for the year. Exchange gains and
losses are included in income.
The foreign exchange risks facing Kinross and the impact of changes in
the currencies in which Kinross conducts its operations in relation to the U.S.
dollar are discussed in the "Risk Analysis" section of the MD&A for the year
ended December 31, 2003.
INCOME AND MINING TAXES
Kinross is subject to tax in various jurisdictions including Canada, the
United States, Russia, Brazil and Chile. Kinross has substantial operating
losses and other tax deductions in Canada, the United States and Chile (Refugio
mine) to shelter future taxable income in those jurisdictions. The 2004 first
quarter liability arose from income taxes in Russia, Brazil, Chile (La Coipa
mine) and federal large corporations tax and provincial mining taxes in Canada.
Kinross' joint venture investments in the La Coipa and Refugio mines are held in
separate Chilean companies, each of which is subject to tax.
BALANCE SHEET
Key items and statistics are highlighted below (in millions of U.S.
dollars).
============================================================= ====================== =====================
AS AT: MARCH 31 DECEMBER 31
2004 2003
------------------------------------------------------------- ---------------------- ---------------------
Unrestricted cash & equivalents $ 217.6 $ 245.8
Current assets 381.8 402.3
Total assets 2,116.2 2,145.1
Current Liabilities 111.3 150.0
Total Debt(1) 20.6 45.7
Total Liabilities(2) 296.5 340.5
Shareholders' Equity $ 1,819.7 $ 1,804.6
------------------------------------------------------------- ---------------------- ---------------------
STATISTICS
Working Capital $ 270.5 $ 252.3
Working Capital Ratio(3) 3.43x 2.68x
============================================================= ====================== =====================
-------------------------
(1) Includes long-term debt plus the current portion thereof and preferred
shares.
(2) Includes preferred shares and non-controlling interest.
(3) Current assets divided by current liabilities.
175
During 2003, Kinross completed a number of material transactions that
significantly improved its balance sheet. These events are fully described in
the year ended December 31, 2003 MD&A. During the first quarter of 2004,
unrestricted cash and equivalents decreased by $28.2 million. The changes in
cash are fully described in the liquidity section that follows. The balance
sheet has improved over the quarter as working capital increased, while debt and
other obligations decreased.
LIQUIDITY AND CAPITAL RESOURCES
Kinross is highly liquid. During the first quarter of 2004, Kinross
fully repaid the Industrial Revenue Bonds of $25.0 million owing to the Alaska
Industrial Development and Export Authority. Kinross is essentially debt free.
Cash flow provided from operating activities for the quarter was $17.9
million in 2004 compared to $16.2 million in 2003. Cash flow provided from
operating activities increased due to higher production and gold sales offset by
an increase in working capital requirements. Two significant factors in the use
of cash were: $12.9 million related to winter road resupply purchases at Kubaka
and Lupin; and $13.6 million of reduction in accrued liabilities due to payments
associated with the completion of the settlement agreement regarding TVX Hellas.
CAPITAL ADDITIONS
Kinross plans to spend $165.0 million on additions to property, plant
and equipment as fully described in the December 31, 2003 MD&A. This is a
significant increase over the $73.4 million spent in 2003. Management believes
that, with the price of gold in the $400 range, it is the correct time to
upgrade and expand its mining operations.
In the first quarter of 2004, $22.4 million was spent on additions to
property, plant and equipment. In the section, "Mining Operations," the
expenditures per mine are detailed.
LIQUIDITY OUTLOOK
In Kinross' 2003 year-end MD&A, the following details were provided of
the major uses of cash for 2004 outside of operating activities. These were:
================================================= ================== ===================
FULL YEAR FIRST QUARTER
2004 - PLAN 2004 - ACTUAL
------------------------------------------------- ------------------ -------------------
Site Restoration $ 19.2 $ 1.7
Exploration 20.0 2.7
Property, plant and equipment additions 165.0 22.4
------------------------------------------------- ------------------ -------------------
$ 204.2 $ 26.8
================================================= ================== ===================
At the end of the first quarter, Kinross continues to plan for the above
expenditures for the full year. It is expected that all of the $204.2 million
will be paid for from cash flow provided from operating activities. Based on a
gold price of $400 and average costs of production of $235 per ounce, a 10%
change in production ounces will result in a reduction in cash flows of
approximately, $28.1 million. However, Kinross' strong cash position and the low
debt levels will allow Kinross to meet its requirements for capital expenditures
and operating costs.
COMMITMENTS
As at March 31, 2004, Kinross does not have any material monetary
commitments other than the planned spending described above and its obligations
under its hedge program as discussed later in this MD&A.
176
On November 20, 2003, Kinross announced that it had executed a
definitive acquisition agreement with Crown whereby Kinross will acquire Crown
and its wholly-owned Buckhorn gold deposit located in north central Washington
State, approximately 67 kilometers by road from Kinross' Kettle River gold
milling facility. On December 16, 2003, Crown reported total proven and probable
reserves, at a gold price of $350 per ounce, for the Buckhorn deposit of 2.79
million tonnes grading 11.05 grams per tonne containing 991,300 ounces of gold.
The current operating plan for Buckhorn contemplates the development of
an underground mine and the shipping of ore to the Kettle River mill. This
development strategy addresses the major environmental issues identified during
prior permitting efforts. Kinross has a strong environmental record and believes
that by working diligently with federal, state and local agencies, as well as
other stakeholders, the permitting process initiated by Crown can be
successfully completed in a timely manner.
HEDGING ACTIVITIES
The outstanding number of ounces, average expected realized prices and
maturities for the gold commodity derivative contracts as at March 31, 2004, are
as follows:
=============================================================================================================
YEAR OUNCES HEDGED AVERAGE PRICE CALL OPTIONS SOLD AVERAGE STRIKE PRICE
-------------------------------------------------------------------------------------------------------------
2004 107,500 $ 280 50,000 $ 340
2005 37,500 $ 296 - -
-------------------------------------------------------------------------------------------------------------
Total 145,000 $ 284 50,000 $ 340
=============================================================================================================
The fair value of the call options sold is recorded in the audited
consolidated financial statements for the three years ended December 31, 2003,
at each measurement date. The fair value of the gold forward sales and spot
deferred forward sales contracts, as at March 31, 2004 was $(20.5) million based
on a gold price of $424 per ounce. In the first quarter of 2004, Kinross
delivered 30,000 ounces into contracts outstanding at December 31, 2003 leaving
145,000 ounces hedged at March 31, 2004. Subsequent to the end of the quarter,
Kinross delivered a further 20,000 ounces and financially closed out another
90,000 ounces at a cost of $9.7 million. This loss will be recognized in
accordance with the original maturity dates of the contracts, which range from
the third quarter of 2004 to the second quarter of 2005. The remaining 35,000
ounces hedged will be delivered in the second quarter of this year. If the
market price of gold is $400 per ounce on the dates the ounces are delivered
into the remaining forward sales contracts, Kinross would be paid $3.9 million
less than if it were unhedged. In addition, at March 31, 2004, Kinross has
50,000 ounces of written call options outstanding. If the market price of gold
is above $340 per ounce upon expiry in June 2004, Kinross will be committed to
sell 50,000 ounces at $340 per ounce. If the market price of gold is $400 per
ounce, Kinross would be paid $3.0 million less than if the calls did not exist.
Kinross does not include these financial instruments in testing for impairment
of operating mines, mineral rights and development properties.
CRITICAL ACCOUNTING POLICIES
In the MD&A for the year 2003, there is a full discussion and
description of the critical accounting policies appropriate to Kinross. The
preparation of Kinross' audited consolidated financial statements for the three
years ended December 31, 2003, in conformity with CDN GAAP requires management
to make estimates and assumptions that affect amounts reported in the audited
consolidated financial statements for the three years ended December 31, 2003,
and the accompanying notes. These are fully described in the MD&A for the year
2003.
During the first quarter of 2004, Kinross adopted two accounting
changes:
(1) Stock-based compensation; and
(2) Asset retirement obligations
The description and impact of these two changes are described in Note 2
of the notes to the unaudited interim financial statements for the quarters
ended March 31, 2004 and 2003, which are included in this Proxy
Statement/Prospectus. Neither of these accounting changes had a material impact
on Kinross' first quarter 2004 results.
177
OUTLOOK
During the first quarter of 2004, Kinross was able to exceed budget for
production and its expectations with respect to its mine operating costs. This
is a result of Kinross' continuous improvement program. The first quarter
generally is the weakest and Kinross expects production throughput to increase
each quarter in 2004. This is expected to bring Kinross to its target of 1.70 to
1.75 million ounces of gold equivalent production for 2004. As production
volumes increase, Kinross' total cash costs per gold equivalent ounce will
decrease. Kinross considers, therefore, its target costs of $225 to $235 per
ounce of gold for the whole year achievable. Kinross' investments in exploration
at its existing operations continues to yield promising results.
In 2003, Kinross announced plans to expand and recommission the Refugio
mine and restart the Kettle River operation. The Refugio mine is scheduled to
achieve production during the fourth quarter of 2004, while the Kettle River
operation reopened in January 2004 and, after some initial start-up issues, is
now working efficiently. We continue to plan to spend $165.0 million in capital
improvements in 2004 in pursuit of meeting objective number two above.
Kinross continues to look at opportunities to build the company through
accretive acquisitions. It is very important that Kinross remain patient in this
endeavor, since currently assets are being exchanged at higher than value
prices. Opportunities will continue to arise and be evaluated appropriately.
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2003,
2002, AND 2001
This portion of MD&A provides a detailed discussion of Kinross'
financial and operating results for the year ended December 31, 2003, with
comparisons to the two previous years. The following information should be read
in conjunction with the audited consolidated financial statements for the three
years ended December 31, 2003, and accompanying notes.
This discussion is intended to provide investors with a reasonable basis
for assessing Kinross' operating and financial performance and future prospects.
The discussion is comprised of eight key sections.
1. Overview--a summary of production, financial results, and cash
flow provided from operating activities.
2. Material Events--details of events during the year that
materially impacted Kinross' operations and financial position.
3. Financial/Operations--analysis of the overall results of Kinross
with specific details of each mine's operations.
4. Liquidity and Capital Resources--details of the Kinross'
liquidity and the sources and uses of cash.
5. Critical Accounting Policies--summary of material accounting
policies.
6. Risk Analysis--details of the material risks to Kinross.
7. Strategy--describes Kinross' strategic plan.
8. Outlook--summary outlook for the year ahead.
178
OVERVIEW
Kinross is principally engaged in the mining and processing of gold and,
as a by-product, silver ore and the exploration for, and the acquisition of,
gold-bearing properties, 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.
The profitability of Kinross and its competitors is subject to the world
prices of gold and silver and the costs associated with the acquisition,
exploration, and development of mining interests, the mining and processing of
gold and silver, regulatory and environmental compliance, and general and
administrative functions. The prices of gold and silver are subject to a
multitude of variables outside of Kinross' control. In order to minimize the
impact of price movements, management continually strives to be a low cost
producer.
On January 31, 2003, Kinross combined its operations with those of TVX
and Echo Bay. This transaction is more fully discussed in the section entitled
"Material Events" and in Note 2 to the audited consolidated financial statements
for the three years ended December 31, 2003. The results for 2003 include eleven
months of operations of these assets. The results of operations of TVX and Echo
Bay are not included in the audited consolidated financial statements for the
years ended December 31, 2002 and 2001.
This transaction had a material impact on Kinross' operations and its
balance sheet rendering comparisons to previous years rather meaningless except
in the discussion of the operations of each mine. Those discussions include both
mines owned at the beginning of the year and those added during the year as a
result of the combination.
RESULTS SUMMARY
Kinross' share of attributable gold equivalent production was 1,620,410
ounces in 2003, an increase of 82% over 2002 production of 888,634 ounces and
72% over 2001 production of 944,803 ounces. The increase in 2003 is attributed
to the addition of 838,883 ounces resulting from the combination with TVX and
Echo Bay.
Revenue from gold and silver sales was $571.9 million in 2003, compared
to $261.0 million in 2002 and $270.1 million in 2001.
Average total cash costs per attributable gold equivalent ounces were
$222 in 2003 compared to $201 in 2002 and $193 in 2001. Cash flow provided from
operating activities for the year was $92.7 million compared to $59.5 million in
2002 and $75.0 million 2001. Cash flow provided from operating activities in
2003 was positively impacted by higher gold production and higher gold prices.
Net income for the year ended December 31, 2003, totaled $9.7 million,
or $0.06 per share. This compares to net losses of $30.9 million ($0.32 per
share) for 2002 and $36.3 million ($0.42 per share) in 2001.
MATERIAL EVENTS
During 2003, Kinross completed or committed to certain transactions that
had, and will have, a material impact on Kinross' operations, its financial
condition, and its prospects. The following details those transactions:
1. TVX GOLD INC. AND ECHO BAY MINES LTD. COMBINATION
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 with an effective date of January 31, 2003.
179
In a concurrent transaction, TVX entered into two agreements dated June
10, 2002, each 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. Kinross advanced TVX $94.5 million immediately prior to the completion of
the combination which allowed TVX to complete the acquisition of the 50%
non-controlling ownership interest in TVX Newmont J/V.
Pursuant to the combination, TVX became a wholly-owned subsidiary of
Kinross on January 31, 2003, and each holder of TVX common shares received
2.1667 common shares of Kinross for each TVX common share. Also pursuant to the
combination, Echo Bay became a wholly-owned subsidiary of Kinross and each
holder of Echo Bay common shares, other than Kinross, received 0.1733 of a
common share of Kinross for each Echo Bay common share. The exchange ratios
reflect the three-for-one consolidation of Kinross' common shares that was
completed on January 31, 2003, immediately prior to the arrangement. Kinross
issued 177.8 million common shares with a fair value of $1,269.8 million with
respect to the combination with TVX and Echo Bay.
TVX held interests in various operating mines located in Canada, Brazil,
and Chile. Giving effect to the acquisition of Newmont's 50% interest in TVX
Newmont J/V, TVX's share of production from these mines 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 combination is being accounted for using the purchase method of
accounting. Pursuant to the purchase method of accounting, the TVX and Echo Bay
assets acquired and liabilities assumed have been recorded at their fair values
as of the effective date of the combination. The excess of the purchase price
over such fair values is recorded as goodwill. Goodwill is assigned to specific
reporting units as of the date of the combination and will not be amortized.
The goodwill resulting from the business combinations is $918.0 million
and has been assigned to the Exploration and Acquisitions reporting unit and the
Corporate reporting unit in the amount of $908.4 million and $9.6 million,
respectively. Goodwill will be tested 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, is greater
than its fair value. At December 31, 2003, Kinross has determined that there is
no impairment of goodwill as discussed in more detail in the section entitled
"Critical Accounting Policies."
A more detailed discussion of the properties acquired pursuant to the
business combinations and their impact on Kinross' operations, is provided under
the section entitled "Financial/Operations--Operation."
Concurrent with Kinross' shareholder approval of the combination,
approval was also given for the elimination of Kinross' accumulated deficit of
approximately $761.4 million as at December 31, 2002.
2. COMMON SHARE ISSUE AND CONVERTIBLE DEBENTURE REDEMPTION
On August 28, 2003, Kinross issued 23.0 million common shares from its
treasury for gross proceeds of $152.5 million. The bulk of the net proceeds from
the offering were used to redeem the outstanding 5.5% convertible unsecured
subordinated debentures. The principal amount of the convertible debentures was
$144.8 million.
The debentures were redeemed on September 29, 2003, which gave rise to a
net gain on redemption of $15.4 million. The financial impact of the redemption
is fully described in Note 13 to the audited consolidated financial statements
for the three years ended December 31, 2003.
180
3. SALE OF EQUITY INVESTMENTS
During the fourth quarter of 2003, Kinross sold several of its equity
interests and portfolio investments which were considered non-strategic,
including investments in Minefinders Corporation Ltd., Pacific Rim Mining
Corporation, and Endeavor Mining Capital Corporation. Proceeds from the sale of
equity investments totaled $56.2 million. These transactions resulted in
after-tax gains amounting to $26.0 million which are included in the
Consolidated Statements of Operations for the year as a component of the $29.5
million gain on disposal of assets.
4. FURTHER DEBT REPAYMENT
As at December 31, 2003, Kinross owed $25.0 million in tax exempt
industrial revenue bonds to the Alaska Industrial Development and Export
Authority. The obligation was fully secured by a letter of credit issued by
Kinross under its syndicated credit facility. On January 7, 2004, Kinross repaid
the debt in its entirety and the letter of credit was returned and cancelled.
5. NEW SYNDICATED CREDIT FACILITY
On February 27, 2003, Kinross arranged a new $125.0 million credit
facility with a group of eight banks. The facility may be used for general
corporate purposes but its main purpose is to allow for the issuance of letters
of credit to various regulatory agencies to satisfy financial assurance
requirements. The facility is secured by the Fort Knox mine and shares in
various wholly-owned subsidiaries. As at December 31, 2003, there were letters
of credit issued against the facility totaling $118.2 million. This has been
reduced subsequent to the year end to $92.7 million as a result of the
cancellation of the letter of credit supporting the industrial revenue bonds
that were repaid subsequent to year end as described above.
6. ACQUISITION OF 43.44% OF OMOLON GOLD MINING COMPANY
On December 3, 2002, Kinross entered into purchase agreements with four
of the five Russian minority shareholders holding 44.17% of the shares of Omolon
Gold Mining Company ("Omolon"). Omolon agreed to purchase these shares from the
four shareholders for $44.7 million. The acquisition increased Kinross'
ownership interest in Omolon to 98.1% and closed in February of 2003.
7. ACQUISITION OF CROWN RESOURCES CORPORATION
On November 20, 2003, Kinross announced that it had executed a
definitive acquisition agreement with Crown Resources Corporation ("Crown")
whereby Kinross will acquire Crown and its wholly-owned Buckhorn gold deposit
located in north central Washington State, approximately 67 kilometers by road
from Kinross' Kettle River gold milling facility. On December 16, 2003, Crown
reported total proven and probable reserves, at a gold price of $350 per ounce,
for the Buckhorn Mountain Project of 2.79 million tonnes grading 11.05 grams of
gold per tonne containing 991,300 ounces of gold. If the reserves had been
calculated on the basis used by Crown, but the assumed gold price was changed to
the $325 per ounce used by Kinross in calculating its proven and probable
reserves at December 31, 2003, Crown estimates that, at a cutoff grade of 0.20
ounces per ton, there would be approximately 2,979,800 tons of ore grading at
0.33 ounces per ton, resulting in 975,300 ounces of mineable reserve.
The current operating plan for the Buckhorn Mountain Project
contemplates the development of an underground mine and the shipping of ore to
the Kettle River mill. This development strategy addresses the major
environmental issues identified during prior permitting efforts. Kinross has a
strong environmental record and believes that by working diligently with
federal, state, and local agencies as well as other stakeholders, the permitting
process, initiated by Crown, can be successfully completed in a timely manner.
Kinross has agreed to issue 0.2911 of a common share of Kinross for each
outstanding common share of Crown. The total common shares to be issued by
Kinross is approximately 13.6 million. A registration statement covering the
issuance of the common shares has been filed with the U.S. Securities and
Exchange Commission. It is anticipated that the acquisition of Crown will be
completed following the effectiveness of the registration statement and the
approval of the transaction by the Crown shareholders.
181
8. SUMMARY
The results of these material transactions were to add to Kinross'
annual production output, to increase reserves, to virtually eliminate all debt
and to increase cash balances as at December 31, 2003, to $245.8 million.
Management considers 2003 as a transition year whereby a strong
financial and operating foundation was put in place to provide a basis for
future growth and profitability.
FINANCIAL/OPERATIONS
BALANCE SHEET
Key items and statistics are highlighted below (in millions of U.S. dollars):
2003 2002 2001
-------------- --------------- ---------------
Unrestricted cash and equivalents $ 245.8 $ 170.6 $ 81.0
Current Assets $ 402.3 $ 246.2 $ 138.7
Total Assets $ 2,142.5 $ 598.0 $ 577.6
Debt and other obligations(1) $ 45.7 $ 205.6 $ 265.3
Current Liabilities $ 150.0 $ 73.8 $ 76.7
Total Liabilities(2) $ 327.8 $ 311.4 $ 370.8
Shareholders' Equity(3) $ 1,814.7 $ 286.6 $ 206.8
STATISTICS
Working Capital $ 252.3 $ 172.4 $ 62.0
Working Capital Ratio(4) 2.68x 3.34x 1.81x
-------------------------
(1) Includes long-term debt (plus the current portion thereof), preferred
shares, and debt and equity components of convertible debentures.
(2) Include equity component of convertible debentures, preferred shares,
and non-controlling interest.
(3) Excludes equity component of convertible debentures.
(4) Current assets divided by current liabilities.
REVENUES
GOLD AND SILVER SALES
Kinross' primary source of revenue is from the sale of its gold
production. Kinross sold 1,541,575 ounces of gold in 2003, compared to 848,513
ounces in 2002 and 907,149 ounces in 2001. Revenue from gold and silver sales
was $571.9 million in 2003, compared to $261.0 million in 2002 and $270.1
million in 2001. In 2003, Kinross realized, on average, $357 per ounce of gold
compared to $306 in 2002 and $296 in 2001. Revenue increases in 2003 were
principally from the sale of gold and silver produced by the properties added
from the TVX/Echo Bay combination totaling 838,883 ounces of gold equivalent and
the increase in the realized gold price.
2003 2002 2001
--------------- --------------- -------------
Attributable gold equivalent production--ounces 1,620,410 888,634 944,803
Gold sales--ounces 1,541,575 848,513 907,149
Gold sales--revenue (millions) $ 547.6 $ 254.5 $ 251.1
Gold deferred revenue realized (millions) 2.3 5.1 $ 17.7
---------- ---------- ----------
Total gold revenue realized (millions) $ 549.9 $ 259.6 268.8
========== ========== ==========
Average sales price per ounce of gold $ 355 $ 300 $ 277
Deferred revenue realized per ounce of gold 2 6 19
---------- ---------- ----------
Average realized price per once of gold sold $ 357 $ 306 $ 296
========== ========== ==========
Average spot gold price per ounce $ 364 $ 310 $ 271
---------- ---------- ----------
Silver sales revenue (millions) $ 22.0 $ 1.4 $ 1.3
---------- ---------- ----------
Total gold and silver revenue (millions) $ 571.9 $ 261.0 $ 270.1
========== ========== ==========
182
Included in gold equivalent production is silver production converted to
gold production using a ratio of the average spot market prices for the
commodities for each year. The ratios are 74.79:1 in 2003, 67.24:1 in 2002, and
62.00:1 in 2001. Silver production was 4.4 million ounces in 2003, 0.3 million
ounces in 2002, and 0.4 million ounces in 2001. For 2003, 86% of the total was
produced at the La Coipa mine.
Realized revenue is furnished to provide additional information and is a
non-GAAP measure. This measure combined with total cash costs is intended to
provide investors with information about the cash generating capability
(realized revenue per ounce net of total cash costs per ounce) of the mining
operations. Kinross uses this information for the same purpose and for assessing
the performance of its mining operations. The measure of average realized price
per ounce of gold sold has been calculated on a consistent basis in each period.
INTEREST AND OTHER INCOME
Kinross invests its surplus cash in high quality, interest-bearing cash
equivalents. Interest and other income during 2003 totaled $12.3 million
compared to $16.9 million in 2002 and $9.3 million in 2001. Interest and other
income in 2003 was comprised of interest on cash deposits of $4.6 million, the
Sleeper mine reclamation recovery of $4.0 million and $3.7 million of other
items. This compares to 2002 interest on cash deposits of $1.5 million,
arbitration settlements of $10.3 million, and $5.1 million of other items. For
2001, interest on cash deposits totaled $4.9 million, insurance settlements were
$1.3 million, and other items totaled $3.1 million.
MARK-TO-MARKET GAIN (LOSS) ON WRITTEN CALL OPTIONS
In accordance with recommendations from the Canadian Institute of
Chartered Accountants ("CICA") regarding accounting for written call options,
the premiums received at the inception of the option 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 gain of $0.4 million in 2003. This compared to a loss of $2.7
million in 2002 and a gain of $3.5 million in 2001. The remaining positions held
by Kinross at December 31, 2003, will expire by June 2004.
COSTS AND EXPENSES
OPERATING COSTS
Gold equivalent production in 2003 increased by 82% when compared to
2002, while operating costs increased by 122%. Operating costs were $387.3
million in 2003 compared to $174.8 million in 2002 and $180.7 million in 2001.
Total cash costs per ounce of gold equivalent production were $222 in
2003, compared to $201 in 2002, and $193 in 2001. Total cash costs per ounce of
gold equivalent produced in 2003 increased at Kubaka as low-grade stockpiles
were being milled. Total cash costs increased at the Porcupine Joint Venture as
the Canadian dollar strengthened against the United States dollar materially
during the year. Total cash costs at Fort Knox increased due primarily to lower
gold production from the True North mine. Total cash costs for each mine are
discussed in more detail in the section entitled "Operations."
CONSOLIDATED PRODUCTION COSTS PER
EQUIVALENT OUNCE OF ATTRIBUTABLE
GOLD PRODUCTION YEARS ENDED DECEMBER 31,
----------------------------------------
2003 2002 2001
----------- ------------ -------------
Cash operating costs $ 211 $ 194 $ 186
Royalties 11 7 7
-------- -------- ---------
Total cash costs $ 222 $ 201 $ 193
-------- -------- ---------
Reclamation 6 4 2
Depreciation, depletion and amortization 91 101 94
-------- -------- ---------
Total production costs $ 319 $ 306 $ 289
======== ======== =========
183
The following table reconciles the production costs per equivalent ounce
of gold presented above to the operating costs presented in the audited
consolidated financial statements for the three years ended December 31, 2003.
RECONCILIATION OF TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED
FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31,
-------------------------------------------------
(millions except production in ounces and per ounce amounts) 2003 2002 2001
--------------- --------------- ---------------
Operating costs per financial statements $ 387.3 $ 174.8 $ 180.7
Operating costs for attributable production 0.4 13.4 7.4
Site restoration cost accruals (9.4) (3.0) (1.9)
Change in bullion inventory (2.5) (2.0) 1.5
Operating costs not related to gold production (16.4) (4.4) (5.2)
----------- ----------- -----------
Total cash costs for per ounce calculation purposes $ 359.4 $ 178.8 $ 182.5
----------- ----------- -----------
Gold equivalent production--ounces 1,620,410 888,634 944,803
Total cash costs per equivalent ounce of gold $ 222 $ 201 $ 193
=========== =========== ===========
Total cash costs per equivalent ounce of gold is furnished to provide
additional information and is a non-GAAP measure. This measure should not be
considered in isolation as a substitute for measures of performance prepared in
accordance with generally accepted accounting principles and is not necessarily
indicative of operating expenses as determined under generally accepted
accounting principles. This measure intends to provide investors with
information about the cash generating capabilities of Kinross' operations.
Kinross uses this information for the same purpose and for assessing the
performance of its mining operations. Mining operations are capital intensive.
The measure total cash costs excludes capital expenditures but is reconciled to
total operating costs for each mine. Capital expenditures require the use of
cash in the current period, and in prior periods and are discussed throughout
the MD&A and included in the segmented information note to the audited
consolidated financial statements for the three years ended December 31, 2003,
(Note 19). For additional information about this non-GAAP measure, please see
the discussion under the caption "Calculation of Total Cash Costs and Realized
Revenue and Reconciliation to the Statement of Operations" on page 59.
184
OPERATIONS
Details of each individual mine operation, its performance, and outlook
are discussed in this section. First a summary:
YEARS ENDED DECEMBER 31,
----------------------------------------------------
GOLD EQUIVALENT PRODUCTION (OUNCES) 2003 2002 2001
---------------- -------------- --------------
PRIMARY OPERATIONS:
Fort Knox 391,831 410,519 411,221
Round Mountain(1)(4) 364,271 -- --
Porcupine(2) 223,960 189,464 156,581
Kubaka(3) 164,006 220,972 237,162
Paracatu Brasilia(1)(5) 91,176 -- --
La Coipa(1)(4) 144,125 -- --
Crixas(1)(4) 86,698 -- --
Musselwhite(1)(6) 64,978 -- --
New Britannia(1)(4) 31,627 -- --
Lupin(9) 56,008 -- --
---------------- -------------- --------------
1,618,680 820,955 804,964
---------------- -------------- --------------
OTHER OPERATIONS:
Blanket(8) -- 41,612 39,592
Refugio(4) -- 13,047 67,211
Denton-Rawhide(7) 1,730 11,162 17,713
Andacollo(7) -- 1,858 11,718
Other -- -- 3,605
---------------- -------------- --------------
Total gold equivalent ounces 1,620,410 888,634 944,803
================ ============== ==============
-------------------------
(1) Production data is for eleven months from January 31, 2003, to December
31, 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, and its 49%
ownership interest in the Porcupine Joint Venture thereafter.
(3) Represents Kinross' 54.7% ownership interest to February 28, 2003, and
its 98.1% interest thereafter.
(4) Represents Kinross' 50% ownership interest.
(5) Represents Kinross' 49% ownership interest.
(6) Represents Kinross' 31.9% ownership interest.
(7) Includes proportionate share of Denton-Rawhide and Andacollo production
attributable to the Pacific Rim (formerly Dayton) ownership interest.
(8) Because of the economic and political conditions and the negative impact
of inflationary pressures in Zimbabwe, Blanket was written off in 2001,
Kinross commenced cost accounting for this investment in 2002 and ceased
reporting its production in 2003.
(9) Production data is for the period January 31, 2003, to August 2003, when
mining operations were suspended.
185
YEARS ENDED DECEMBER 31,
----------------------------------------------------
TOTAL CASH COSTS PER OUNCE OF ATTRIBU-
TABLE GOLD EQUIVALENT PRODUCTION 2003 2002 2001
---------------- -------------- --------------
(Dollars per equivalent ounce of gold)
PRIMARY OPERATIONS:
Fort Knox 243 232 207
Round Mountain(1) 201 -- --
Porcupine 211 201 182
Kubaka 194 133 140
Paracatu Brasilia(1) 193 -- --
La Coipa(1) 234 -- --
Crixas(1) 109 -- --
Musselwhite(1) 257 -- --
New Britannia(1) 327 -- --
Lupin(1) 407 -- --
OTHER OPERATIONS:
Blanket -- 243 279
Refugio -- 186 242
Denton-Rawhide 221 249 248
Andacollo -- 295 259
Other -- -- 353
---------------- -------------- --------------
Average total cash costs 222 201 193
================ ============== ==============
-------------------------
(1) Cost data is for eleven months from January 31, 2003, to December 31,
2003, except Lupin which suspended operations in August 2003.
Total Cash Costs is a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operating Costs" and "Business of Kinross--Operations--Calculation of
Total Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations."
MINE OPERATIONS
FORT KNOX (100% OWNERSHIP AND OPERATOR) - USA
Kinross acquired the Fort Knox open pit mine, located near Fairbanks,
Alaska, in 1998. The Fort Knox operation 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 for 2003 was 391,831 ounces compared to
410,519 ounces in 2002 and 411,221 in 2001. The processing of lower grade True
North ore that was slightly more refractory, due to the presence of sulphides,
adversely impacted gold recoveries and the total cash costs per ounce in 2003.
Total cash costs per gold equivalent ounce for 2003 increased to $243 from $232
in 2002 and $207 in 2001.
RECONCILIATION OF THE FORT KNOX TOTAL CASH COSTS
PER EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED
FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31,
------------------------------------------------------
(millions except production in ounces and per ounce 2003 2002 2001
amounts)
---------------- -------------- ---------------
Operating costs per financial statements $ 92.9 $ 99.2 $ 82.9
Site restoration cost accruals (2.5) (1.0) (1.2)
Change in bullion inventory 4.8 (2.9) 3.3
---------- ----------- -----------
Total cash costs for per ounce calculation purposes $ 95.2 $ 95.3 $ 85.0
---------- ---------- -----------
Gold equivalent production--ounces 391,831 410,519 411,221
Total cash costs per equivalent ounce of gold $ 243 $ 232 $ 207
========== ========= ===========
186
Total Cash Costs is a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operating Costs" and "Business of Kinross--Operations--Calculation of
Total Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations."
Management's expectation for the mine is for 2004 gold production of
approximately 340,000 ounces at total cash costs of $220 per ounce. This
reflects the intention to suspend mining of the True North mine for several
months in 2004 and use the True North mining fleet to complete the next phase of
the tailings dam lift at Fort Knox rather than rely on more expensive third
party contractors. This will result in decreased production in 2004. Mining of
True North is expected to be reactivated later in 2004 and is expected to
continue into mid-2005.
Capital expenditures at the Fort Knox operations in 2003 were $26.5
million compared to $15.0 million in 2002 and $20.2 million in 2001. The
majority of capital expenditures was directed towards equipment purchases and
rebuilds, the drilling of pit de-watering wells and exploration. Capital
expenditures for 2004 are planned to be $39.0 million including mining
equipment, development, a tailings dam lift, pit de-watering wells, and
exploration.
During 2003, exploration was conducted within the Fort Knox pit, at the
True North mine, on the Gil project, and at Ryan Lode. Results from the Fort
Knox in-pit work confirmed sufficient continuity of the mineralized zones to
justify a major pit wall layback at an assumed gold price of $325 per ounce.
This major layback is comprised of a three year, approximately $60.0 million
capital expenditure program mostly in the form of stripping to liberate ore to
prolong the economic life of the Fort Knox mine. At Gil, 10 kilometers east of
the Fort Knox mine site, an engineering scoping study was completed. Reserves at
year-end 2003 for Fort Knox and area deposits increased by approximately 10% to
2,945,000 ounces at a gold price of $325 per ounce.
ROUND MOUNTAIN (50% OWNERSHIP AND OPERATOR) - USA
Kinross acquired its ownership interest in the Round Mountain open pit
mine, located in Nye County, Nevada, upon completion of the combination with
Echo Bay on January 31, 2003. Round Mountain continues to perform well in spite
of a power problem that limited mill production in the second half of 2003.
Kinross' share of the eleven-month production ended December 31, 2003, totaled
364,271 ounces. 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
in the second half of the year 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 a portion of the third and fourth
quarters, was stockpiled. As a result of the flexibility provided by having
three separate processing streams, the lower mill throughput did not severely
impact production for the second half of 2003. The transformer repairs have been
completed and the mill was back at full production in February 2004.
Total cash costs per gold equivalent ounce were $201 per ounce for the
eleven-month period ended December 31, 2003.
Kinross' expectation for Round Mountain is to produce approximately
367,000 ounces to Kinross' account at total cash costs of $223 per ounce in
2004.
187
Costs in 2004 will increase since royalty payments are geared to the
price of gold. In addition, the Nevada "Net Proceeds Tax" is also geared towards
the price of gold and will negatively impact total cash costs per ounce.
RECONCILIATION OF THE ROUND MOUNTAIN TOTAL CASH
COSTS PER EQUIVALENT OUNCE OF GOLD TO ELEVEN MONTHS ENDED
CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003
---------------------
(millions except production in ounces and per ounce
amounts)
Operating costs per financial statements $ 76.7
Site restoration cost accruals (1.8)
Change in bullion inventory (1.6)
--------------
Total cash costs for per ounce calculation purposes $ 73.3
-------------
Gold equivalent production--ounces 364,271
Total cash costs per equivalent ounce of gold $ 201
==============
Total Cash Costs is a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operating Costs" and "Business of Kinross--Operations--Calculation of
Total Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations."
Kinross' share of capital expenditures at the Round Mountain mine in
2003 was $5.7 million. Pit de-watering and dedicated leach pad construction
accounted for the majority of the capital expenditures. Capital expenditures for
2004 are planned to be $8.1 million.
At the Gold Hill project, reverse circulation and diamond drilling was
completed during 2003 in order to verify the existing block models. As a result
of exploration activity at Round Mountain and Gold Hill, Kinross' gold reserves
at Round Mountain and area were 1,850,000 ounces at an estimated gold price of
$325 per ounce, essentially unchanged at the end of 2003 compared to the pro
forma reserves at December 31, 2002.
PORCUPINE JOINT VENTURE (49% INTEREST, PLACER DOME 51%, OPERATOR) - CANADA
On July 1, 2002, Kinross formed a joint venture with a wholly-owned
subsidiary of Placer Dome Inc. ("Placer"). 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 and 49% Kinross. The joint venture operates pursuant to a contractual
agreement and both parties receive their share of gold output in kind. Capital,
exploration and operating costs are funded in proportion to each party's
ownership interest. Upon creation of the joint venture, Placer 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.
Comparative production and cost information for the first half of 2002,
and for the full year ended December 31, 2001, represent Kinross' results from
the Hoyle Pond mine.
Kinross' share of gold production in 2003 increased to 223,960 ounces at
a total cash cost of $211 per ounce compared to 189,464 ounces during 2002 at
$201 per ounce and 156,581 ounces during 2001 at $182 per ounce.
188
Kinross' expectation for the Porcupine joint venture is to produce
approximately 200,000 ounces for Kinross' account at total cash costs of $230
per ounce in 2004. The reduction in production in 2004 and the cash costs per
ounce increase in 2004 are due principally to the processing of lower grade ore.
RECONCILIATION OF THE PORCUPINE TOTAL CASH COSTS
PER EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED
FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31,
----------------------------------------------------
(millions except production in ounces and per ounce amounts) 2003 2002 2001
---------------- -------------- ---------------
Operating costs per financial statements $ 53.4 $ 38.6 $ 29.1
Site restoration cost accruals (1.6) (1.5) (0.2)
Change in bullion inventory (1.5) 1.5 0.7
Operating costs not related to gold production (2.9) (0.6) (1.1)
----------- ----------- ------------
Total cash costs for per ounce calculation purposes $ 47.4 $ 38.0 $ 28.5
---------- ----------- -----------
Gold equivalent production--ounces 223,960 189,464 156,581
Total cash costs per equivalent ounce of gold $ 211 $ 201 $ 182
========== ========== ===========
Total Cash Costs is a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operating Costs" and "Business of Kinross--Operations--Calculation of
Total Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations."
Kinross' share of capital expenditures at the Porcupine joint venture in
2003 was $8.3 million compared to $6.7 million in 2002 and $7.9 million in 2001.
This amount included expenditures on the tailings dam lift and the development
of the Pamour project. Capital expenditures in 2004 are planned to be $28.7
million for Kinross' share of the Pamour project and Hoyle Pond development.
The Pamour open pit feasibility study was finalized in late 2003 and
permitting work was initiated. Demolition of the old Pamour headframe and
associated infrastructure was completed in preparation for the development of
the open pit operations. Saleable production is expected to commence in 2005.
An aggressive exploration program continued during 2003 with 88,090
meters of exploration diamond drilling completed. These activities resulted in
the Porcupine joint venture replacing its reserves consumed in 2003. Kinross'
share of the reserves was 1,489,000 ounces at December 31, 2003, using a gold
price of $325 per ounce.
KUBAKA (98.1% OWNERSHIP AND OPERATOR) - RUSSIA
Kinross acquired a 54.7% interest in the Kubaka open pit mine located in
the Magadan Oblast in far eastern Russia in three transactions during 1998 and
1999. In December 2002, Kinross entered into purchase agreements with its former
Russian partners to acquire further shares to increase its interest to 98.1%.
Consideration for this further purchase was $44.7 million with the transaction
closing February 28, 2003.
Mining activities at the Kubaka pit ceased in October of 2002, and the
processing of relatively lower grade stockpiles commenced along with further
exploration drilling.
189
Kinross' share of gold equivalent production totaled 164,006 ounces in
2003 (54.7% ownership to February 28, 2003, 98.1% thereafter) at a total cash
cost of $194 per ounce down from its 2002 share of gold equivalent production of
220,992 ounces at $133 per ounce and its 2001 share of 237,162 ounces at $140
per ounce.
RECONCILIATION OF THE KUBAKA TOTAL CASH COSTS
PER EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED
FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31,
------------------------------------------------------
(millions except production in ounces and per ounce 2003 2002 2001
amounts)
---------------- -------------- ---------------
Operating costs per financial statements $ 30.6 $ 28.6 $ 34.1
Site restoration cost accruals (0.5) (0.8) (0.4)
Change in bullion inventory 0.3 (0.1) (1.6)
Management fees 1.6 1.6 1.0
---------- ---------- -----------
Total cash costs for per ounce calculation purposes $ 32.0 $ 29.3 $ 33.1
---------- ---------- -----------
Gold equivalent production--ounces 164,006 220,972 237,162
Total cash costs per equivalent ounce of gold $ 194 $ 133 $ 140
========== ========== ===========
Total Cash Costs is a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operating Costs" and "Business of Kinross--Operations--Calculation of
Total Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations."
Gold equivalent production in 2003 was 13% below Kinross' expectations
due to lower underground production which was partially offset by higher than
anticipated mill throughput. Underground production is expected to continue well
into 2004 to supplement low-grade stockpiles and initial ore from a test pit at
the Birkachan property located 28 kilometers north of Kubaka. In 2003, capital
expenditures were $1.7 million compared to $0.1 million in 2002 and $0.4 million
in 2001. Kinross plans to spend $11.2 million in 2004 on capital expenditures
principally to develop the Birkachan test pit and commence underground
exploration and development of the Tsokol vein.
For 2004, Kubaka is expected to produce approximately 137,000 gold
equivalent ounces at total cash costs of $260 per ounce. The expected increase
in total cash costs per ounce in 2004 is due to lower grade ore being processed
and the additional costs to transport the ore from the Birkachan property to the
mill.
Exploration drilling during the second half of 2003 assisted in further
defining mineralization at the Birkachan and Tsokol deposits. Kinross' share of
gold reserves at Kubaka and area, estimated at $325 per ounce of gold, increased
to 410,000 ounces at year-end 2003 due to the inclusion of initial reserves at
Birkachan and Tsokol, exploration success on the underground portion of Kubaka
and the increase in ownership year-over-year.
PARACATU (ALSO KNOWN AS BRASILIA - 49% OWNERSHIP, RIO TINTO 51%, OPERATOR) -
BRAZIL
Kinross acquired its ownership interest in the Paracatu (Brasilia) open
pit mine, located in the State of Minas Gerais, upon completion of the
combination with TVX on January 31, 2003. During the eleven-months ended
December 31, 2003, Kinross' share of gold production was 91,176 ounces at a
total cash cost of $193 per ounce. In the second half of 2003, harder than
anticipated ore, which reduced mill throughput, and the higher sulphide content
of the ore processed, which reduced recoveries, combined to negatively impact
gold production as compared to Kinross' expectations. The lower gold production
in addition to higher electricity, fuel, and maintenance costs resulted in
fourth quarter total cash costs per ounce being 20% above expectations.
The economics of the Calha Mill expansion prefeasibility study completed
during the second quarter were favorable and, as a result, work is well advanced
on a full feasibility study that is to be completed during the second quarter of
2004. The study envisions the installation of a SAG mill to increase mill
throughput by approximately 50% to 30 million tonnes per year.
190
Kinross expects the Paracatu (Brasilia) mine to produce approximately
95,000 ounces to Kinross' account at total cash costs of $228 per ounce in 2004.
The expected increase in total cash costs per ounce in 2004 is due to the
strengthening of the Brazilian real in relation to the United States dollar and
higher than normal electrical and fuel costs resulting from processing harder
ore. The SAG mill, once commissioned in 2005, will mitigate the hard ore issue
and should translate into higher production at reduced operating costs.
RECONCILIATION OF THE PARACATU (BRASILIA) TOTAL
CASH COSTS PER EQUIVALENT OUNCE OF GOLD TO ELEVEN MONTHS ENDED
CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003
----------------------
(millions except production in ounces and per ounce
amounts)
Operating costs per financial statements $ 19.9
Site restoration cost accruals (0.8)
Change in bullion inventory (0.4)
Operating costs not related to gold mining (1.1)
--------------
Total cash costs for per ounce calculation purposes $ 17.6
-------------
Gold equivalent production--ounces 91,176
Total cash costs per equivalent ounce of gold $ 193
==============
Total Cash Costs is a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operating Costs" and "Business of Kinross--Operations--Calculation of
Total Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations."
Kinross' share of capital expenditures at the Paracatu (Brasilia) mine
in 2003 was $5.2 million. Capital expenditures were mainly related to additions
to the mining fleet and work related to the tailings dam. Kinross plans to spend
$13.1 million in 2004 for capital expenditures to expand the output of the mine.
In 2003, Kinross' share of reserves at Paracatu (Brasilia) increased by
almost 5% to 2,613,000 ounces of gold, estimated at a gold price of $325 per
ounce, compared to the pro forma reserves for the previous year. In addition,
the economies of scale resulting from the proposed expansion could lower the
cut-off grade and, consequently, could have the impact of enhancing future
reserves.
LA COIPA (50% OWNERSHIP, PLACER DOME 50%, OPERATOR) - CHILE
Kinross acquired its ownership interest in the La Coipa open pit mine
upon completion of the combination with TVX on January 31, 2003. Kinross' share
of gold equivalent production for the eleven-months ended December 31, 2003, was
144,125 ounces at a total cash cost of $234 per ounce. During the fourth quarter
of the year, production was 44,454 ounces which was 48% above management's
expectations at a total cash cost of $204 which was 34% below management's
expectations. The much higher production and much lower costs resulted from a
positive grade variance caused by a change in the sequencing of ore from Phase
Three at Coipa Norte rather than Phase Five. Also, a planned maintenance
shutdown in December was deferred to January 2004, causing throughput to exceed
expectations.
191
Kinross' expectation for the La Coipa mine is to produce approximately
145,000 gold equivalent ounces to Kinross' account at total cash costs of $288
per ounce in 2004. In 2004, Kinross will be mining more in-pit waste rock than
in 2003, which will increase costs by approximately $6.0 million for its
ownership interest. This additional cost will account for the majority of the
increase in total cash costs per ounce in 2004. In 2005, total cash costs per
ounce should decline as less waste is mined.
RECONCILIATION OF THE LA COIPA TOTAL CASH
COSTS PER EQUIVALENT OUNCE OF GOLD TO ELEVEN MONTHS ENDED
CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003
----------------------
(millions except production in ounces and per ounce
amounts)
Operating costs per financial statements $ 34.9
Site restoration cost accruals (0.6)
Change in bullion inventory (0.6)
--------------
Total cash costs for per ounce calculation purposes $ 33.7
--------------
Gold equivalent production--ounces 144,125
Total cash costs per equivalent ounce of gold $ 234
==============
Total Cash Costs is a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operating Costs" and "Business of Kinross--Operations--Calculation of
Total Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations."
Kinross' share of capital expenditures at La Coipa during 2003 was $0.5
million and Kinross plans to spend $1.4 million in 2004.
Exploration activity in 2003 at La Coipa focused on the Puren Norte
deposit that has a significant silver component. Compared to the pro forma
reserves of the previous year, Kinross' share of gold reserves at La Coipa
declined by 9% to 584,000 ounces while silver reserves increased by 18% to
37,837,000 ounces, estimated at a gold price of $325 per ounce and a silver
price of $4.75 per ounce.
CRIXAS (50% OWNERSHIP, ANGLO GOLD 50%, OPERATOR) - BRAZIL
Kinross acquired its ownership interest in the Crixas underground mine,
located in the State of Goias, upon completion of the combination with TVX on
January 31, 2003. For the eleven months ended December 31, 2003, Kinross' share
of production was 86,698 ounces of gold at a total cash cost of $109 per ounce.
Expectations are for the Crixas mine to produce approximately 94,000
ounces to Kinross' account at total cash costs of $129 per ounce in 2004. The
expected total cash costs per ounce increase in 2004 is due to the strengthening
of the Brazilian real in relation to the United States dollar and the fact that
the mine is deeper which translates into higher operating costs.
RECONCILIATION OF THE CRIXAS TOTAL CASH
COSTS PER EQUIVALENT OUNCE OF GOLD TO ELEVEN MONTHS ENDED
CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003
---------------------
(millions except production in ounces and per ounce
amounts)
Operating costs per financial statements $ 10.5
Site restoration cost accruals (0.2)
Change in bullion inventory (0.8)
-------------
Total cash costs for per ounce calculation purposes $ 9.5
-------------
Gold equivalent production--ounces 86,698
Total cash costs per equivalent ounce of gold $ 109
=============
Total Cash Costs is a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operating Costs" and "Business of Kinross--Operations--Calculation of
Total Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations."
192
Kinross' share of capital expenditures at the Crixas mine in 2003 was
$3.2 million. Planned 2004 capital expenditures are $3.3 million.
Exploration work on the Forquilha Sul zone, which overlies the principal
Mina III ore body, has confirmed continuity of mineralization over a strike
length of approximately 400 meters. The zone remains open and exploration
drilling in 2004 will target extensions along the strike. Kinross' share of 2003
gold reserves at Crixas was essentially unchanged at 470,000 ounces, estimated
at a gold price of $325 per ounce, compared to pro forma reserves the previous
year of 478,000 ounces.
MUSSELWHITE (31.93% OWNERSHIP, PLACER DOME 68.07%, OPERATOR) - 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. For the eleven-month period ended
December 31, 2003, Kinross' share of gold production was 64,978 ounces at total
cash costs of $257 per ounce. Operational shortfalls in the first quarter of
2003 were largely responsible for the lower than expected gold production and
higher total cash costs for the year.
Kinross' expectation for the Musselwhite mine is to produce
approximately 75,000 ounces to Kinross' account at total cash costs of $251 per
ounce in 2004.
RECONCILIATION OF THE MUSSELWHITE TOTAL CASH
COSTS PER EQUIVALENT OUNCE OF GOLD TO ELEVEN MONTHS ENDED
CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003
---------------------
(millions except production in ounces and per ounce
amounts)
Operating costs per financial statements $ 16.5
Site restoration cost accruals (0.4)
Change in bullion inventory 0.8
Operating costs not related to gold mining (0.2)
--------------
Total cash costs for per ounce calculation purposes $ 16.7
--------------
Gold equivalent production--ounces 64,978
Total cash costs per equivalent ounce of gold $ 257
==============
Total Cash Costs is a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operating Costs" and "Business of Kinross--Operations--Calculation of
Total Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations."
Kinross' share of capital expenditures at the Musselwhite mine in 2003
was $2.7 million. Planned 2004 capital expenditures total $3.7 million.
During 2003, over 80,000 meters of drilling was completed at
Musselwhite. Positive results continue to be obtained from infill diamond
drilling of the PQ Deeps zone. Kinross' share of gold reserves in 2003,
estimated at a gold price of $325 per ounce, was essentially unchanged at
658,000 ounces compared to pro forma reserves containing 667,000 ounces in 2002.
NEW BRITANNIA (50% OWNERSHIP AND OPERATOR) - 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 eleven-months
ended December 31, 2003, was 31,627 ounces at total cash costs of $327 per
ounce. During the fourth quarter of 2003, Kinross' share of gold production was
a disappointing 6,567 ounces at total cash costs of $408 per ounce. Kinross and
its joint venture partner, High River Gold Mines Limited have completed an
initial evaluation of the future of the mine. Due to the escalating unit cost
and rapidly declining gold reserves, it is currently projected that gold
production from New Britannia will be suspended in the third quarter of 2004.
193
Kinross' revised expectation for the New Britannia mine is to produce
approximately 16,500 ounces to Kinross' account in 2004.
RECONCILIATION OF THE NEW BRITANNIA TOTAL CASH
COSTS PER EQUIVALENT OUNCE OF GOLD TO ELEVEN MONTHS ENDED
CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003
---------------------
(millions except production in ounces and per ounce
amounts)
Operating costs per financial statements $ 11.3
Site restoration cost accruals (0.1)
Change in bullion inventory (0.8)
Operating costs not related to gold mining (0.1)
Total cash costs for per ounce calculation purposes $ 10.3
--------------
Gold equivalent production--ounces 31,627
--------------
Total cash costs per equivalent ounce of gold $ 327
==============
Total Cash Costs is a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operating Costs" and "Business of Kinross--Operations--Calculation of
Total Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations."
Kinross' share of capital expenditures at the New Britannia mine in 2003
was $1.0 million. No capital expenditures are planned for 2004.
LUPIN (100% OWNERSHIP AND OPERATOR) - CANADA
Kinross operates the Lupin underground mine, located in the Nunavut
Territory, acquired in the combination with Echo Bay on January 31, 2003.
In August 2003, Kinross announced the immediate suspension of operations
at the Lupin mine due to the poor economic performance of the operation over a
protracted period of time. As a result, there was no gold production during the
fourth quarter of 2003 and gold production for the full year was 56,008 ounces
at total cash costs of $407 per ounce. Kinross tested the carrying value of the
Lupin assets for impairment upon suspension of operations, but determined that,
based on cash flows from preliminary mine plan alternatives, the assets were not
impaired at that time. The plant and equipment was placed on care and
maintenance pending the results of the review of future alternatives for the
property. Personnel have remained on site to continue with environmental
management programs to ensure compliance with all regulatory requirements.
Kinross incurred $9.1 million for severance and holding costs during the balance
of 2003 as operations remained suspended.
During the fourth quarter of 2003, a review of alternatives for the
property concluded that the development of a mine plan to extract the shaft and
crown pillars and previously developed remnant ore was optional. Consequently,
plans have been developed that consume the remaining supply inventories and the
projected cash flow, at a gold price of $350 per ounce continues to support the
remaining mine carrying value. During the first quarter of 2004, Kinross has
been preparing to reactivate Lupin with the objective of producing 79,000 ounces
in 2004 at total cash costs of $319 per ounce with additional production to
mid-2005. Mill operations and gold production are to commence in March 2004.
RECONCILIATION OF THE LUPIN TOTAL CASH
COSTS PER EQUIVALENT OUNCE OF GOLD TO ELEVEN MONTHS ENDED
CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003
---------------------
(millions except production in ounces and per ounce
amounts)
Operating costs per financial statements $ 35.6
Site restoration cost accruals (0.8)
Change in bullion inventory (2.9)
Operating costs not related to gold mining (9.1)
-------------
Total cash costs for per ounce calculation purposes $ 22.8
-------------
Gold equivalent production--ounces 56,008
Total cash costs per equivalent ounce of gold $ 407
=============
194
Total Cash Costs is a non-GAAP measure. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operating Costs" and "Business of Kinross--Operations--Calculation of
Total Cash Costs and Realized Revenue and Reconciliation to the Statement of
Operations."
Capital expenditures at the Lupin mine in 2003 were $1.1 million.
Capital expenditures in 2004 have been $2.6 million with no further planned
expenditures.
EXPENSES
GENERAL AND ADMINISTRATIVE
General and administrative costs include corporate office expenses
related to the overall management of the business which are not part of direct
mine operating costs. General and administrative costs include the costs
incurred at two corporate offices located in Toronto and Reno. There are two
leases associated with the Toronto office which expire in 2005 and in 2007 while
the Reno office lease expires in 2006. General and administrative expenses
totaled $25.0 million in 2003 compared to $11.3 million in 2002 and $10.1
million in 2001.
The 2003 general and administrative expenses are higher due to the
increased size of Kinross resulting from the combination with TVX and Echo Bay,
increased costs associated with compliance with new regulatory requirements, and
increased costs dealing with transitional issues when compared to 2002. As
Kinross continues to realize synergies associated with the combination, general
and administrative expenses are estimated to decrease to $21.0 million in 2004.
EXPLORATION AND BUSINESS DEVELOPMENT
Total exploration and business development expenses in 2003 were $24.3
million, compared with $11.6 million in 2002 and $7.9 million in 2001.
Exploration activities increased significantly in 2003 upon completion of the
TVX and Echo Bay combination and as a result of higher gold prices. Exploration
activities were focused principally at and around existing operating mines and
at the Kettle River - Emanuel Creek project in Washington State and the Refugio
project in Chile. During 2003, Kinross spent $11.3 million on exploration at
mines it operates including $2.7 million at Kettle River, $2.4 million at Fort
Knox including the True North, Gil, and Ryan Lode projects, $2.1 million on
district exploration and advancing the Gold Hill project at Round Mountain, and
$1.3 million in the Kubaka area. At Kinross' joint venture properties operated
by others, Kinross' portion of exploration expenditures in 2003 totaled $6.0
million, including $2.5 million at Porcupine and $2.1 million at Musselwhite.
Other exploration expenses totaled $3.8 million, of which $1.4 million was spent
at Refugio.
As a result of this exploration activity and using a gold price
assumption of $325 per ounce compared to $300 per ounce the previous year, gold
reserves increased by 978,000 ounces, an increase of 7.4% during 2003. Total
reserve growth was 2,742,000 ounces of gold in 2003, thereby more than
offsetting reserve depletion during the year.
For 2004, Kinross plans to spend a minimum of $20 million on its
exploration program in order to replace and increase reserves at existing mines
and increase reserves at development projects.
DEPRECIATION, DEPLETION AND AMORTIZATION
Depreciation, depletion, and amortization totaled $140.9 million in 2003
compared to $85.3 million in 2002 and $85.8 million in 2001. Depreciation,
depletion, and amortization have decreased per equivalent ounce of gold to $91
in 2003 from $101 in 2002 and $94 in 2001. The 2003 decrease per equivalent
ounce of gold was largely due to the impact of the combination with TVX and Echo
Bay and the increase in the reserve base of Kinross. It is expected that
depreciation, depletion, and amortization expenses will increase by
approximately 4.8% in 2004 to $147.7 million but is expected to decline
marginally per gold equivalent ounce as production levels are expected to
increase in 2004 compared to 2003.
195
GAIN ON DISPOSAL OF ASSETS
The net gain on asset disposals for the year 2003 totaled $29.5 million.
The bulk of this is from the gain on the sale of equity investments in
Minefinders Corporation Ltd., Pacific Rim Mining Corporation, and Endeavor
Mining Capital Corporation totaling $26.0 million as described in the section
entitled "Material Events." There can be no assurance that similar gains will
occur in future years. Gains in 2002 were $2.7 million and $1.2 million in 2001.
INTEREST EXPENSE
Interest expense totaled $5.1 million in 2003, compared to $5.0 million
in 2002 and $9.1 million in 2001. Interest expense in 2003 is comprised of $0.2
million relating to interest on the Kubaka project loans, $1.2 million of
interest on the industrial revenue bonds and the Fort Knox capital leases, $2.4
million of interest on the debt component of the convertible debentures, and
$1.3 million on other items. Interest expense is expected to decrease
substantially in 2004 as the convertible debentures and the industrial revenue
bonds have been fully repaid.
FOREIGN EXCHANGE (GAIN) LOSS
For 2003, Kinross recorded net gains on foreign currency transactions of
$3.3 million compared to net losses in 2002 of $4.3 million and $0.5 million in
2001.
Kinross' monetary assets and liabilities are translated at the rate of
exchange prevailing at the balance sheet date. Non-monetary assets and
liabilities are translated at historical rates. Revenues and expenses are
translated at the average rate of exchange for the year. Exchange gains and
losses are included in income.
The foreign exchange risks facing Kinross and the impact of swings in
the currencies in which Kinross conducts its operations in relation to the
United States dollar are discussed later in the "Risk Analysis" section.
Since Kinross' major exposure to foreign currencies is the relationship
between the Canadian and the United States dollar, Kinross has entered into
foreign exchange forward contracts to sell United States dollars and buy
Canadian dollars. As at December 31, 2003, the contracts to buy Canadian dollars
totaled CDN $28.4 million at an average exchange rate of 1.4221.
ASSET WRITE-DOWNS AND NON-CASH CHARGES
Impairment analysis for the operating assets consists of comparing the
estimated undiscounted future net cash flows on an area of interest basis with
the assets' carrying values, and when the future net cash flows are less than
the carrying value of any particular asset, a write-down is recorded. Over the
past three years, gold has averaged $315 per ounce and closed the year at $417
per ounce. Subsequent to the end of 2003, gold has continued to trade above $390
per ounce. In addition to considering 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 $350 per ounce for gold for impairment analysis in
2003, compared to $325 per ounce in 2002.
Asset write-downs and non-cash charges totaled $9.9 million in 2003
compared to $7.9 million in 2002 and $16.1 million in 2001. The 2003 write-downs
relate to a reduction in the carrying value of E-Crete of $5.2 million and $4.7
million of other write-downs. The 2002 write-down and other non-cash charges
were principally as a result of increases in reclamation provisions at the
closure properties.
196
SHARE OF LOSS OF INVESTEE COMPANIES
Kinross' share of gain or loss of investee companies was $ nil in 2003,
compared to a loss of $0.6 million in 2002 and $2.2 million in 2001. Kinross
accounts for investments on an equity basis when it owns more than 20% and
exercises significant influence over management and operations of the business.
As at December 31, 2003, Kinross did not have any investments accounted for on
an equity basis.
INCOME AND MINING TAXES
Kinross is subject to tax in various jurisdictions including Canada, the
United States, Russia, Brazil, and Chile. Kinross has substantial operating
losses and other tax deductions in Canada, the United States, and Chile (Refugio
mine) to shelter future taxable income in those jurisdictions. The 2003
liability arose from income taxes in Russia, Brazil, Chile (La Coipa mine), and
federal large corporations tax and provincial mining taxes in Canada. Kinross'
joint venture investments in the La Coipa and Refugio mines are held in separate
Chilean companies, each of which is subject to tax.
SITE RESTORATION COSTS
Although the ultimate amount of reclamation and closure costs is
uncertain, Kinross estimates its closure obligations at December 31, 2003, to be
$146.3 million based on information currently available including preliminary
closure plans and existing regulations. As at December 31, 2003, Kinross has
accrued $119.7 million of this estimated obligation compared to the December 31,
2002, accrual of $57.0 million and the December 31, 2001, accrual of $55.6
million. The major reason for the significant increase at December 31, 2003, was
the accrual established for the acquired properties resulting from the TVX and
Echo Bay combination.
Kinross plans reclamation spending of $19.2 million in 2004 compared to
$19.3 million in 2003.
LIQUIDITY AND CAPITAL RESOURCES
The mining business is highly capital intensive. It is imperative that
Kinross be liquid with sufficient cash resources to meet the objectives of
expanding existing mine production, to add to its reserves through exploration
and development and to have the ability to acquire properties.
OPERATING ACTIVITIES
Cash flow provided from operating activities was $92.7 million in 2003
compared to $59.5 million in 2002 and $75.0 million in 2001. The improvement in
cash flow for 2003 was due principally to the properties added from the TVX and
Echo Bay combination and the increase in the price received per ounce of gold
sold.
FINANCING ACTIVITIES
(i) Equity issues
o On August 28, 2003, Kinross issued 23.0 million common
shares for gross proceeds of $152.5 million. The net
proceeds from the offering were used to redeem the
outstanding 5.5% convertible unsecured subordinated
debentures. The principal amount of the convertible
debentures was $144.8 million. The convertible
debentures were redeemed on September 29, 2003.
o On November 14, 2003, Kinross issued 6.7 million common
shares upon the exercise of Echo Bay warrants. Total
proceeds of $34.9 million were realized.
197
(ii) Credit facility
As at December 31, 2002, Kinross had a $30.0 million operating line of
credit in place with a bank syndicate which was being 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 $8.5 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 primary purpose of
the new credit facility is to provide credit support so Kinross can issue
letters of credit to satisfy financial assurance requirements.
The new credit facility is extendable for further one-year periods with
the mutual agreement of Kinross and the banks. Interest rates and letters of
credit fees vary based on the results of the net debt to operating cash flow
ratio and a standby fee is charged on the unused amount. As at December 31,
2003, the letter of credit fee was 1.5% and the standby fee 0.3%. The facility
was put in place prior to certain events that significantly improved the
financial position and liquidity of Kinross, notably, the equity issue, the
debenture redemption and the sale of non-core investments. The covenants in the
loan agreement were, therefore, tailored towards the then balance sheet. As a
result, Kinross is well within the financial covenants which include a test of
minimum tangible net worth, an interest coverage ratio, a net debt to operating
cash flow ratio and a minimum proven and probable reserve test. Kinross was in
compliance with all covenants at December 31, 2003. Kinross is in discussions
with the banks to extend the maturity date and possibly increase the size of the
credit facility.
The loan facility is secured by the assets of the Fort Knox mine as well
as by shares in various wholly-owned subsidiaries.
Kinross had restricted cash of $21.1 million at December 31, 2002, which
was comprised of $8.5 million of cash securing letters of credit issued in
excess of the maximum allowable under the then credit facility, $12.2 million
representing Kinross' share of restricted cash subject to a court ordered freeze
in Russia and $0.4 million of other items. The court ordered freeze resulted
from legal claims against Omolon alleging that the original issuance of its
shares was flawed and therefore, null and void. On January 8, 2003, the claim
was dismissed and the restrictions on cash were released.
Kinross had restricted cash of $5.1 million at December 31, 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. At the
end of the year, letters of credit had been issued to replace all of the old
financial assurances. Some state agencies have not released, as yet, the old
financial assurance they were holding resulting in the restricted cash balances
which are expected to be released in 2004.
DEBT REPAYMENT
Kinross' outstanding convertible debentures were fully repaid during the
third quarter of 2003, at par, using the proceeds of the equity issue which
closed on August 28, 2003.
Other long-term debt of $10.5 million was repaid during the year
including $4.7 million of capital leases, $3.8 million of debt at E-Crete and
$2.0 million of debt in Russia.
No dividends were declared or paid to the holders of the convertible
preferred shares of subsidiary company Kinam Gold Inc., in 2003, 2002, or 2001.
As at December 31, 2003, Kinross' long-term debt was $0.7 million
consisting of various capital leases. The current portion of the long-term debt
is $29.4 million which includes $25.0 million in respect of the industrial
revenue bonds, which were repaid on January 7, 2004.
198
INVESTING ACTIVITIES
Additions to property, plant and equipment were $73.4 million in 2003
compared to $22.6 million in 2002 and $30.4 million in 2001. The amount of
capital expenditures per mine is included in the "Operations" section. Capital
expenditures increased by $50.8 million in 2003 with $28.9 million spent on
additions to the mines added pursuant to the Echo Bay and TVX combination,
including $9.5 million in preparation for the reactivation of the Kettle River
operation with ore from the Emanuel zones. The largest amount spent was at the
Fort Knox mine at $26.5 million. The remainder was spent fairly evenly across
the other operating mines including the mines added by the combination. All
capital expenditures were funded from cash flow provided from operating
activities.
LIQUIDITY OUTLOOK
As a result of the operating, financing, and investing activities during
2003, Kinross has significantly strengthened its financial condition and
liquidity such that as at December 31, 2003, cash and cash equivalents totaled
$245.8 million.
Kinross has planned an aggressive spending program for 2004. The three
major uses of cash, outside of operating activities, are expected to be:
(IN MILLIONS)
---------------
Site restoration $ 19.2
Exploration 20.0
Property, plant and equipment additions 165.0
-------------
Total $ 204.2
=============
The site restoration and exploration costs are discussed in more detail
in the section entitled "Financial/Operations."
(i) 2004 capital additions
Kinross plans to spend $165.0 million on additions to its property,
plant, and equipment in 2004. This is a significant increase over the $73.4
million spent in 2003. Management believes that, with the price of gold in the
$400 range, it is the correct time to upgrade and expand its mining operations.
Below is a summary by mine of the planned expenditures. All amounts presented
represent Kinross' proportionate share of planned expenditures.
(IN MILLIONS)
--------------
Fort Knox $ 39.0
Round Mountain 8.1
Porcupine 28.7
Kubaka 11.2
Paracatu (Brasilia) 13.1
La Coipa 1.4
Crixas 3.3
Musselwhite 3.7
Refugio 52.3
Other 4.2
-------------
$ 165.0
=============
199
The major projects are for equipment and development at Fort Knox, the
expansion and recommissioning of Refugio, the Pamour open pit project for the
Porcupine joint venture and the mill expansion at Paracatu (Brasilia). This
spending is in pursuit of expanding production and reserves and improving
operating efficiencies.
The total spending program of $204.2 million is expected to be paid for,
in its entirety, with cash flow provided from operating activities.
(ii) Contractual obligations and commitments
Once the industrial revenue bonds were repaid in January 2004, Kinross
was essentially debt free. Therefore, there are no significant debt repayment
obligations for the balance of 2004.
Kinross has entered into an agreement to acquire Crown in exchange for
the issuance of Kinross' common shares. Kinross will not issue fractional shares
to the shareholders of Crown resulting in a small amount that will be paid in
cash. This acquisition is fully discussed in the section entitled "Material
Events."
A Brazilian Central Bank program enables exporters to borrow United
States dollars and commit to conduct export activities. The borrowed amounts are
then reinvested locally at rates in excess of those on the loans. These
contracts are referred to as export prepayment contracts. Kinross' Paracatu
(Brasilia) joint venture participates in this program and entered into contracts
during 2000 and 2001, which were immediately assigned to a Brazilian bank. The
joint venture receives a premium instead of the higher interest rate earned by
the bank. The lenders of the funds agreed to the assignment of the borrowed
amounts to the local bank. There is no obligation by Kinross to repay any of the
borrowed amounts. Kinross has $1.1 million of unearned premium related to these
export prepayment contracts at December 31, 2003. Kinross will earn this premium
as it exports gold. As at December 31, 2003, Kinross is committed to export
$50.4 million of gold, $25.9 million in 2004, and $24.5 million in 2005.
2008 AND
Contractual Obligations (millions) TOTAL 2004 2005 2006 2007 BEYOND
-------------------------------------------------------------------------------
Long-term debt obligations $ 27.8 $ 27.8 $ -- $ -- $ -- $ --
Capital lease obligations 2.3 1.6 0.7 -- -- --
Operating lease obligations 9.3 3.0 3.0 2.6 0.7 --
Purchase obligations 5.7 5.7 -- -- -- --
Export prepayment contracts 50.4 25.9 24.5 -- -- --
Other long-term liabilities reflected
on the balance sheet under CDN GAAP 2.5 0.4 0.3 0.3 0.3 1.2
-------------------------------------------------------------------------------
Total $ 98.0 $ 64.4 $ 28.5 $ 2.9 $ 1.0 $ 1.2
===============================================================================
(iii) Financial instruments
Kinross manages its exposure to fluctuations in commodity prices and
foreign exchange rates by entering into derivative financial instrument
contracts in accordance with the formal risk management policies approved by its
board of directors. Kinross does not hold or issue derivative contracts for
speculative or trading purposes. Kinross' exposure with respect to foreign
exchange is addressed under the heading "Expenses--Foreign Exchange" and in the
section entitled "Risk Analysis--Foreign Exchange Risk."
Kinross' net income can vary significantly with fluctuations in the
market price of gold. At various times, in response to market conditions,
Kinross has entered into gold forward sales contracts, spot deferred forward
sales contracts and written call options for some portion of expected future
production to mitigate the risk of adverse price fluctuations. Kinross does not
hold these financial instruments for speculative or trading purposes. In
addition, Kinross is not subject to margin requirements on any of its hedging
lines. Due to the increase in gold prices, Kinross made a decision in 2002 to
continue to deliver into these financial instruments and to not replace them
with new financial instruments, thereby increasing its exposure to changes in
gold prices.
200
The outstanding number of ounces, average expected realized prices and
maturities for the gold commodity derivative contracts as at December 31, 2003,
are as follows:
OUNCES AVERAGE CALL OPTIONS AVERAGE
YEAR HEDGED PRICE SOLD STRIKE PRICE
--------------- -------------- ---------------- --------------- ---------------
2004 137,500 $ 277 50,000 $ 340
2005 37,500 $ 296 -- $ --
-------------- ---------------- --------------- ---------------
Total 175,000 $ 281 50,000 $ 340
============== ================ =============== ===============
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 December 31, 2003, was negative
$24.4 million based on a gold price of $417 per ounce. In 2004, Kinross will
receive $277 per ounce of gold for 137,500 ounces which may be significantly
different from market prices. If the market price of gold is $400 per ounce on
the dates the ounces are delivered into the forward sales contracts, Kinross
would be paid $16.9 million less than if it were unhedged. In addition, at
December 31, 2003, Kinross has 50,000 ounces of written call options
outstanding. If the market price of gold is above $340 per ounce on expiry in
June 2004, Kinross will be committed to sell 50,000 ounces at $340 per ounce. If
the market price of gold is $400 per ounce, Kinross would be paid $3.0 million
less than if it were unhedged. Kinross does not include these financial
instruments in testing for impairment of operating mines, mineral rights, and
development properties.
Based on a gold price of $400 and average costs of production of $235
per ounce, a 10% reduction in production will result in a reduction in cash
flows of approximately, $28.1 million. However, Kinross' strong cash position
and low debt levels will allow the Company to meet its requirements for capital
expenditures and operating costs for the 2004 year.
CRITICAL ACCOUNTING POLICIES
Kinross' accounting policies are described in Note 1 to the audited
consolidated financial statements for the three years ended December 31, 2003,
including the recognition of revenue which occurs upon shipment to third-party
gold refineries when the sales price is fixed and title has passed to the
customer. The preparation of Kinross' audited consolidated financial statements
for the three years ended December 31, 2003, in conformity with Canadian ("CDN")
GAAP requires management to make estimates and assumptions that affect amounts
reported in the audited consolidated financial statements for the three years
ended December 31, 2003, and accompanying notes. These estimates and assumptions
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the audited consolidated
financial statements for the three years ended December 31, 2003, and the
reported amounts of revenues and expenses during the reporting period. Changes
in estimates of useful lives are accounted for prospectively from the date of
change. Actual results could differ from these estimates.
The assets and liabilities which require management to make significant
estimates and thus are deemed critical accounting policies are:
o Carrying value of goodwill;
o Carrying value of operating mines, mineral rights, development
properties and other assets;
o Depreciation, depletion and amortization;
o Inventories;
o Site restoration accruals;
o Provision for income and mining taxes; and
o Contingencies.
201
CARRYING VALUE OF GOODWILL
Goodwill of $918.0 million arose as a result of Kinross' combination
with TVX and Echo Bay. The total purchase price was $683.8 million for TVX and
$634.9 million for Echo Bay. In the final purchase equation, the identifiable
assets acquired and liabilities assumed were recorded at amounts equal to their
respective fair values as at January 31, 2003, being the effective date of the
combination. The remaining balance of the purchase price was allocated to
goodwill. Goodwill is not subject to amortization but is subject to annual tests
for impairment.
Goodwill has been allocated to two reporting units: the Exploration and
Acquisitions reporting unit and the Corporate reporting unit.
EXPLORATION AND ACQUISITIONS REPORTING UNIT
The fundamental objective of the Exploration and Acquisitions reporting
unit is to sustain and enhance growth in Kinross' mineral reserves through
successful exploration programs and acquisitions of gold assets. The reporting
unit's assets include Kinross' exploration properties, its exploration
experience and databases, and its senior management's focus on value-enhancing
acquisitions. Goodwill of $908.4 million has been allocated to this reporting
unit.
As a result of the business combination, Kinross has estimated that it
will add 2.6 million recoverable ounces to proven and probable reserves
annually, computed on an average basis over a three year period to account for
anticipated year-to-year variances. Kinross' fundamental underlying objective is
to replace annual production plus add an additional 0.4 to 0.8 million
recoverable ounces to proven and probable reserves each year. The assignment of
goodwill to the Exploration and Acquisitions reporting unit is premised upon the
proposition that, as a result of the combination with TVX and Echo Bay, Kinross
now has an increased portfolio of mining and exploration assets, increased cash
flow, a global presence, the financial strength, and the currency, in the form
of its common stock, that will allow it to focus upon the significant
enhancement of its reserves, not only through its exploration programs, but also
by becoming a fully competitive contender in bidding for gold assets as they
become available throughout the world.
The key strategy of Kinross and the most relevant measure of its success
is its growth in annual production levels. The combination with TVX and Echo Bay
was accretive to Kinross not only by adding immediately to production and cash
flow but by also allowing Kinross to establish a global platform from which it
can meet its long-term growth objectives.
The amount of goodwill assigned to the Exploration and Acquisitions
reporting unit upon completion of the combination is intended to represent the
increase in the value of Kinross resulting from the combination which can be
attributed to the enhancement of Kinross' ability to significantly increase its
mineral reserves and, hence, increase its future production capabilities. The
quantification of this increase in value was based upon a discounted cash flow
methodology that assumed an increase in exploration spending to $20 million
annually over a 10 year period, an average annual increase in proven and
probable reserves of 2.6 million recoverable ounces, an average process recovery
rate of 85%, a value of $52 for each recoverable ounce estimated to be added
to proven and probable reserves (based upon a gold price of $325 per ounce and
estimated costs of acquisition, development, infrastructure, and production) and
a discount rate of 7%, representing Kinross' cost of capital.
While Kinross believes that this discounted cash flow model provides a
reasonable basis for the allocation of goodwill to the Exploration and
Acquisitions reporting unit, Kinross also recognizes that the actual timing and
value of additions to proven and probable reserves in the future could be
significantly different from the assumptions used in the model. In this respect,
reducing the additions to proven and probable reserves by 300,000 ounces per
year would have decreased the value of the goodwill by $69.0 million at December
31, 2003, keeping other variables constant. A reduction in the gold price to
$300 would have had the impact of reducing the value of the goodwill by $416.0
million, keeping other variables constant.
202
Kinross tested the goodwill for impairment as at December 31, 2003. As a
result of the closing of the combination on January 31, 2003, and the delays
inherent in integrating the combined businesses and implementing the new
policies, the calculations for 2003 are based on a partial year starting May 1,
2003. In carrying out the impairment test, Kinross considered the following
factors:
1. Maintenance of exploration spending at an annual level of at
least $20 million.
2. Based on proven and probable reserves added during 2003, whether
Kinross was on track to meet its target of adding 2.6 million recoverable ounces
to its proven and probable reserves annually.
3. At the time of the impairment testing, a value of $58 was
assigned to each recoverable ounce estimated to be added to proven and probable
reserves in the future (based upon an assumed gold price of $350 per ounce and
the three year average of the expected costs of acquisition, development and
production) and a discount rate of 7% was utilized. An assumed process recovery
rate of 85%, which is the weighted average of the process recovery rate for 2003
at the mines currently operated by Kinross , was used.
Kinross concluded that there was no impairment of the goodwill allocated
to the Exploration and Acquisitions reporting unit as at December 31, 2003.
CORPORATE REPORTING UNIT
Goodwill of $9.6 million has been allocated to the Corporate reporting
unit. This allocation is based upon the anticipated reduction in corporate
overhead resulting from synergies arising from the business combination. The
value of this component of the total goodwill has been determined based upon the
net present value of the anticipated savings over a five year period, calculated
using a discount rate of 7%, representing Kinross' cost of capital.
For purposes of impairment testing at December 31, 2003, Kinross
determined that 50% of the anticipated annual savings should be the target for
2003 in recognition of the fact that significant "one-time" costs were incurred
in 2003 in order to effect the combination. Kinross has concluded that there was
no impairment of the goodwill allocated to the Corporate reporting unit as at
December 31, 2003.
CARRYING VALUE OF OPERATING MINES, MINERAL RIGHTS, DEVELOPMENT PROPERTIES AND
OTHER ASSETS
Kinross reviews and evaluates the carrying value of its operating mines
and development properties for impairment when events or changes in
circumstances indicate that the carrying amounts of related assets or groups of
assets may not be recoverable. If the total estimated future cash flows on an
undiscounted basis are less than the carrying amount of the asset, an impairment
loss is measured and recorded. Future cash flows are based on estimated future
recoverable mine production, expected sales prices (considering current and
historical prices, price trends and related factors), production levels, cash
costs of production, capital and reclamation costs, all based on detailed
engineering life-of-mine plans. Kinross does not take into effect the impact on
cash flows associated with derivative instruments in testing for impairment.
Future recoverable mine production is determined from proven and probable
reserves and measured, indicated and inferred mineral resources after taking
into account losses during ore processing and treatment. Estimates of
recoverable production from measured, indicated, and inferred mineral interests
are risk adjusted based on management's relative confidence in converting such
interests to proven and probable reserves. All long-lived assets at a particular
operation are considered together for purposes of estimating future cash flows.
In the case of exploration stage mineral interests associated with greenfields
exploration potential, cash flows and fair values are individually evaluated
based primarily on recent exploration results and recent transactions involving
sales of similar properties. Assumptions underlying future cash flow estimates
are subject to risks and uncertainties. It is possible that changes in estimates
could occur which may affect the expected recoverability of Kinross' investments
in mineral properties.
These changes in estimates could include differences in estimated and
actual cash costs of mining, differences between actual gold and silver prices
and price assumptions used in the estimation of reserves and resources,
differences in capital expenditure and reclamation cost estimates.
203
The reviews and evaluations completed for 2003, 2002, and 2001
determined that certain asset values had become impaired and certain site
restoration costs were under-accrued. Assets identified as impaired were
written-down to their estimated recoverable amounts while accruals were made for
certain restoration costs. The components of the asset write-downs and other
non-cash charges are as follows:
2003 2002 2001
--------------- -------------- ---------------
Blanket mine--producing mine $ -- $ -- $ 11.8
E-Crete--aerated concrete producer 5.2 -- --
Delamar property--reclamation project 2.0 5.7 4.3
Haile property--reclamation project 0.8 0.6 --
Sleeper property--reclamation project -- 0.3 --
Q.R. property--reclamation project -- 1.1 --
Loan receivable from joint venture partner 1.2 -- --
Marketable securities 0.2 0.1 --
Long-term investments 0.5 0.1 --
--------------- -------------- ---------------
$ 9.9 $ 7.9 $ 16.1
=============== ============== ===============
In the fourth quarter of 2003, following a comprehensive review of its
properties, Kinross determined that the net recoverable amount of E-Crete, a
producer of aerated concrete located in Phoenix, Arizona, was less than net book
value. Accordingly, Kinross recorded a $5.2 million write-down. In addition,
Kinross determined that a loan receivable from a joint venture partner was not
collectible and that the liabilities previously accrued to reclaim certain
closure properties were insufficient and required a further $2.8 million
accrual. The 2003 fourth quarter review was performed using a gold price
assumption of $350 per ounce.
In the fourth quarter of 2002, following a comprehensive review of its
mining properties, Kinross determined that the liabilities accrued to reclaim
certain closure properties were insufficient and required a further $7.7 million
accrual. These adjustments were required due to new and more stringent
regulatory requirements for mine closures. The 2002 fourth quarter review was
performed using a gold price assumption of $325 per ounce.
In the fourth quarter of 2001, following a comprehensive review of its
mining properties, Kinross determined that the estimated cost to reclaim the
Delamar property was insufficient and required a further $4.3 million accrual.
This adjustment was required due to a reassessment of the amount of water to be
reclaimed from this site. In addition, as a result of the extreme inflationary
pressures in Zimbabwe, difficulty in accessing foreign currency to pay for
imported goods and services and the then current civil unrest, Kinross recorded
a write-down of the carrying value of the Blanket mine by $11.8 million.
Furthermore, the political situation in Zimbabwe and the related social and
economic instability have prevented Kinross from continuing to exercise control
of its subsidiary in Zimbabwe, which operates the Blanket mine. Consequently,
due to the imposition of severe foreign exchange and currency export
restrictions and the uncertainty as to whether the Zimbabwean subsidiary had the
ability to distribute its earnings, Kinross discontinued the consolidation of
the Zimbabwean subsidiary effective December 31, 2001. The investment in the
subsidiary is nil following the write-down of the Blanket mine described above.
The 2001 fourth quarter review was performed using a gold price assumption of
$300 per ounce.
DEPRECIATION, DEPLETION AND AMORTIZATION
(i) Building, Plant, and Equipment
New facilities, plant, and equipment are recorded at cost and carried
net of depreciation. Mobile and other equipment is amortized, net of residual
value, using the straight-line method, over the estimated productive life of the
asset. Productive lives range from 2 to 5 years, but do not exceed the related
estimated mine life based on proven and probable reserves. Plant and other
facilities, used in carrying out the mine operating plan, are amortized using
the units-of-production ("UOP") method over the estimated life of the ore body
based on recoverable ounces to be mined from estimated proven and probable
reserves. Repairs and maintenance expenditures are expensed as incurred.
Expenditures that extend the useful lives of existing facilities or equipment
are capitalized and amortized over the remaining useful life of the related
asset.
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(ii) Mineral Exploration and Mine Development Costs
Mineral exploration costs are expensed as incurred. When it has been
determined that a mineral property can be economically developed as a result of
establishing proven and probable reserves, costs incurred prospectively to
develop the property are capitalized as incurred and are amortized using the UOP
method over the estimated life of the ore body based on recoverable ounces to be
mined from estimated proven and probable reserves. At Kinross' open pit mines,
these costs include costs to further delineate the ore body and remove
overburden to initially expose the ore body. Kinross expenses in-pit stripping
costs as incurred. At Kinross' underground mines, these costs include the cost
of building access ways, shaft sinking and access, lateral development, drift
development, ramps and infrastructure development.
Major development costs incurred after the commencement of production
are amortized using the UOP method based on recoverable ounces to be mined from
estimated proven and probable reserves.
Ongoing development expenditures to maintain production are charged to
operations as incurred.
(iii) Mineral Interests
Mineral interests include acquired mineral use rights in production,
development, and exploration stage properties. The amount capitalized related to
a mineral interest represents its fair value at the time it was acquired, either
as an individual asset purchase or as part of a business combination. The values
of such mineral use rights are primarily driven by the nature and amount of
mineral interests believed to be contained, or potentially contained, in
properties to which they relate.
Production stage mineral interests represent mineral use rights in
operating properties that contain proven and probable reserves. Development
stage mineral interests represent mineral use rights in properties under
development that contain proven and probable reserves. Exploration stage mineral
interests represent mineral use rights in properties that are believed to
potentially contain: (i) other mineralized material such as measured, indicated,
or inferred mineral resources with insufficient drill spacing to qualify as
proven and probable reserves which is in close proximity to proven and probable
reserves and within the immediate mine structure; or (ii) around - mine
exploration potential such as inferred mineral resources not immediately
adjacent to existing reserves and mineralization but located within the
immediate mine infrastructure; and (iii) other mine-related or greenfields
exploration potential that is not part of measured or indicated resources and is
comprised mainly of material outside of the immediate mine area.
Currently, under CDN GAAP, pursuant to CICA Handbook Section 1581
(Appendix A31) "business combinations" and Section 3062 "goodwill and other
intangible assets," mineral use rights are listed as contract-based intangible
assets. These new Handbook sections resulted in a conflict between previously
issued accounting standards included in the CICA Handbook Section 3061 and
EIC-126, which identify acquired mineral rights as property, plant, and
equipment.
Kinross has elected to account for the mineral use rights it acquired
after January 1, 2002, in accordance with the CICA Handbook Sections 1581 and
3062. Had Kinross elected to account for acquired mineral use rights in
accordance with CICA Handbook Sections 3061 and EIC-126, Kinross would increase
property, plant, and equipment by $260.1 million and reduce mineral interests by
$260.1 million as at December 31, 2003. There would be no effect on reported
earnings.
Kinross' mineral use rights generally are enforceable regardless of
whether proven and probable mineral reserves have been established. Kinross has
the ability and intent to renew mineral use rights where the existing term is
not sufficient to recover all identified and valued proven and probable reserves
and/or undeveloped mineral interests.
Production stage mineral interests are amortized over the life of mine
using the UOP method based on recoverable ounces to be mined from estimated
proven and probable reserves. Development stage mineral interests are not
amortized until such time as the underlying property is converted to the
production stage. With respect to exploration stage mineral interests, the
excess of the carrying value over the residual value is amortized on a
straight-line basis over the period that Kinross expects to convert, develop or
further explore the underlying properties. Residual values for exploration stage
mineral interests represent the expected fair value of the interests
205
at the time Kinross plans to convert, develop, further explore, or dispose of
the interests. The residual values range from 75% to 90% of the gross carrying
value of the respective exploration stage mineral interests. Residual values are
determined for each individual property based on the fair value of the
exploration stage mineral interest, and the nature of, and Kinross' relative
confidence in, the mineralized material believed to be contained, or potentially
contained, in the underlying property. Such values are based on: (i) discounted
cash flow analyses for those properties characterized as other mineralized
material and around - mine exploration potential; and (ii) recent transactions
involving similar properties for those properties characterized as other
mine-related exploration potential and greenfields exploration potential. Based
on its knowledge of the secondary market that exists for the purchase and sale
of mineral properties, Kinross believes that both methods result in a residual
value that is representative of the amount that Kinross could expect to receive
if the property were sold to a third party. When an exploration stage mineral
interest is converted to a development or production stage mineral interest, the
residual value is reduced to zero for purposes of calculating UOP amortization.
The expected useful lives and residual values used in amortization
calculations are determined based on the facts and circumstances associated with
the mineral interest. The useful lives used to amortize production stage mineral
interests range from 3 to 19 years. Kinross evaluates the remaining amortization
period and residual value for each individual mineral interest on at least an
annual basis. Any changes in estimates of useful lives and residual values are
accounted for prospectively from the date of the change.
The calculation of UOP depreciation, depletion, and amortization on
buildings, plant, and equipment, mineral exploration and mine development costs
and mineral interests could be materially affected by change in estimates. These
changes in estimates could be as a result of actual future production differing
from current forecasts of future production based on proven and probable
reserves. These factors could include an expansion of proven and probable
reserves through exploration activities, differences between estimated and
actual cash costs of mining and differences in gold and silver prices used in
the estimation of proven and probable reserves.
The calculation of straight line amortization of intangible assets could
be materially affected by changes in the estimated useful life and residual
values. These changes could be a result of exploration activities and
differences in gold and silver prices used in the estimation of resources.
Significant judgment is involved in the determination of useful life and
residual values for the computation of depreciation, depletion, and amortization
and no assurance can be given that actual useful lives and residual values will
not differ significantly from current assumptions.
INVENTORIES
Expenditures and depreciation, depletion, and amortization of assets
incurred in the mining and processing activities that will result in future gold
production are deferred and accumulated as ore in stockpiles, ore on leach pads
and in-process inventories. These deferred amounts are carried at the lower of
average cost or net realizable value ("NRV"). NRV is the difference between the
estimated future gold price based on prevailing and long-term metal prices, less
estimated costs to complete production into a saleable form. Write-downs of ore
in stockpiles, ore on leach pads and inventories resulting from NRV impairments
are reported as a component of current period costs.
(i) Ore in Stockpiles
Stockpiles are comprised of coarse ore that has been extracted from the
mine and is available for further processing. Stockpiles are measured by
estimating the number of tonnes (via truck counts and/or in-pit surveys of the
ore before processing) added and removed from the stockpile. Stockpile tonnages
are verified by periodic surveys. Stockpiles are valued based on mining costs
incurred up to the point of stockpiling the ore, including applicable
depreciation, depletion, and amortization relating to mining operations. Costs
are added to stockpiles based on the current mining cost per tonne and removed
at the average costs per tonne.
Ore in stockpiles is processed according to a life of mine plan that is
designed to optimize use of known mineral reserves, present processing capacity
and pit design. The market price of gold does not significantly affect the
timing of processing of ore in stockpiles. While stockpiled ore can be processed
earlier than planned in the event of an unforeseen disruption to mining
activities, the current portion of ore in stockpiles represents the amount
expected to be processed in the next twelve months. Ore in stockpiles not
expected to be processed in the next twelve months is classified as long-term.
206
Kinross' ore in stockpiles had a carrying value of $15.3 million at
December 31, 2003.
(ii) Ore on Leach Pads
The recovery of gold from certain oxide ores is best achieved through
the heap leaching process. Under this method, ore is placed on leach pads where
it is permeated with a chemical solution, which dissolves the gold contained in
the ore. The resulting recovered solution, which is included in in-process
inventory, is further processed in a plant where gold is recovered. For
accounting purposes, costs are added to leach pads based on current mining
costs, including applicable depreciation, depletion, and amortization relating
to mining operations. Costs are removed from the leach pad as ounces are
recovered in circuit at the plant based on the average cost per recoverable
ounce of gold on the leach pad.
The engineering estimates of recoverable gold on the leach pads are
calculated from the quantities of ore placed on the pads (measured tonnes added
to the leach pads), the grade of ore placed on the leach pads (based on assay
data) and a recovery percentage (based on the leach process and ore type). While
it may not be uncommon for recoveries to occur on a declining basis over a
period of time in excess of twelve months, the engineering estimates of
economically recoverable gold, based on Kinross' current operations, will be
recovered within a period of twelve months or less. Presently, the Round
Mountain mine is the only active heap leach operation. As such, all of Kinross'
ore on leach pads is classified as current. In the event that Kinross
determined, based on engineering estimates, that a quantity of gold contained in
ore on leach pads was to be recovered over a period exceeding twelve months,
that portion would be classified as long-term.
Although the quantities of recoverable gold placed on the leach pads are
reconciled by comparing the grades of ore placed on the leach pads to the
quantities of gold actually recovered (metallurgical balancing), the nature of
the leaching process inherently limits the ability to precisely monitor
inventory levels. As a result, the metallurgical balancing process is constantly
monitored and the engineering estimates are refined based on actual results over
time. Operating results at the Refugio mine, Kinross' only historic interest in
a heap leach operation, were not materially impacted by variations between the
estimated and actual recoverable ounces of gold on its leach pads. Variances
between actual and estimated quantities resulting from changes in assumptions
and estimates that do not result in write-downs to net realizable value are
accounted for on a prospective basis. Assuming a one percent change in the
estimated economically recoverable gold on the leach pads at December 31, 2003,
Kinross would experience a production variance of approximately 1,000 ounces. As
at December 31, 2003, the weighted average cost per recoverable ounce of gold on
the leach pads was $120 per ounce. The ultimate recovery of gold from a leach
pad will not be known until the leaching process is concluded. Kinross expects
to place the last tonne of ore on its current leach pad in 2008 and recover the
remaining economic ounces during the following twelve months.
Kinross' ore on leach pads had a carrying value of $8.3 million at
December 31, 2003.
(iii) In-process Inventory
In-process inventories represent materials that are currently in the
process of being converted to a saleable product. Conversion processes vary
depending on the nature of the ore and the specific mining operation, but
include mill in-circuit, leach in-circuit, flotation and column cells, and
carbon in-pulp inventories. In-process material is measured based on assays of
the material fed to the processing plants and the projected recoveries of the
respective plants. In-process inventories are valued at the average cost of the
material fed to the processing plant which is attributable to the source
material coming from the mines, stockpiles or leach pads plus the in-process
conversion costs, including applicable depreciation relating to the process
facilities, incurred to that point in the process.
Kinross' in-process inventory had a carrying value of $15.5 million at
December 31, 2003.
(iv) Finished Metal
Finished metal inventories, comprised of gold and silver dore and
bullion, are valued at the lower of average production cost and net realizable
value. Average production cost represents the average cost of the respective
in-process inventories incurred prior to the refining process, plus applicable
refining costs.
207
Kinross' finished metal inventory had a carrying value of $15.4 million
at December 31, 2003.
The allocation of costs to ore in stockpiles, ore on leach pads and
in-process inventories and the determination of NRV involves the use of
estimates. A high degree of judgment is involved in estimating future costs,
future production levels, proven and probable reserve estimates, gold and silver
prices and the ultimate estimated recovery (for ore on leach pads). There can be
no assurance that actual results will not differ significantly from estimates
used in the determination of the carrying value of inventories.
SITE RESTORATION ACCRUALS
Estimated costs of site restoration for producing mines are accrued and
expensed over the estimated life of the mine on a UOP basis using proven and
probable reserves. Ongoing environmental protection expenditures are expensed as
incurred. Estimated costs of site restoration for inactive mines are accrued
based on management's best estimate at the end of each period. Changes in the
estimate of site restoration costs for inactive mines are charged to income in
the period the estimate is revised. Estimates of the ultimate site restoration
costs are based on current laws and regulations and expected costs to be
incurred, calculated on an undiscounted basis, all of which are subject to
possible future changes to environmental laws and regulations which could
materially impact amounts changed to operations for site restoration.
The site restoration accrual as at December 31, 2003, is $146.3 million
and is discussed in the section entitled "Financial/Operations."
PROVISION FOR INCOME AND MINING TAXES
The provision for income and mining taxes is based on the liability
method. Future taxes arise from the recognition of the tax consequences of
temporary differences by applying enacted or substantively enacted statutory tax
rates applicable to future years to differences between the financial statement
carrying amounts and the tax bases of certain assets and liabilities. There was
no difference between enacted and substantially enacted statutory tax rates as
at December 31, 2003, 2002, and 2001, respectively. Kinross records a valuation
allowance against any portion of those future tax assets that it believes will,
more likely than not, fail to be realized. On business acquisitions, where
differences between assigned values and tax bases of assets acquired other than
non-tax deductible goodwill, and liabilities assumed exist, Kinross recognizes
the future tax assets and liabilities in respect of the tax effects of such
differences.
Assessing the recoverability of future income tax asset requires
management to make significant estimates of future taxable income. Estimates of
future taxable income are subject to changes in estimates discussed under the
section "Carrying value of operating mines, mineral rights, development
properties and other assets." In addition, future tax assets are subject to
changes in future tax rates.
208
CONTINGENCIES
Kinross follows Section 3290 of the CICA Handbook in determining its
accruals and disclosures with respect to loss contingencies. Accordingly,
estimated losses from loss contingencies are accrued by a charge to income when
information available prior to the issuance of the financial statements
indicates that it is likely that a future event will confirm that an asset has
been impaired or a liability incurred at the date of the financial statements
and the amount of the loss can be reasonably estimated.
Note 23 to the audited consolidated financial statements for the three
years ended December 31, 2003, describes the material contingencies facing
Kinross as at December 31, 2003.
RECENT ACCOUNTING PRONOUNCEMENTS
CONSOLIDATION OF VARIABLE INTEREST ENTITIES
In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities" ("Fin 46"). FIN 46 requires that the assets,
liabilities and results of variable interest entities be consolidated into the
financial statements of the entity that has the controlling financial interest.
FIN 46 also provides the framework for determining whether a variable interest
entity should be consolidated based on voting interest or significant financial
support provided to it. In December 2003, the FASB issued FIN 46(R), amending
the guidance in FIN 46 as well as the transition guidance. As a Foreign Private
Issuer and based on its interpretation of the revised transition guidance,
Kinross will be required to adopt the guidance in FIN 46(R) for the first
reporting period that ends after March 15, 2004. Kinross is in the process of
assessing the impact of the amended standard on the audited consolidated
financial statements for the three years ended December 31, 2003.
HEDGING RELATIONSHIPS
In 2002, the Accounting Standards Board of the CICA issued Accounting
Guideline No. 13 "Hedging Relationships" ("AcG-13"). AcG-13 increases the
documentation, designation and effectiveness criteria to achieve hedge
accounting. The guideline requires the discontinuance of hedge accounting for
hedging relationships established that do not meet the conditions at the date
AcG-13 is first applied. It does not change the method of accounting for
derivatives in hedging relationships, but requires fair value accounting for
derivatives that do not qualify for hedge accounting. The new guideline is
applicable for fiscal years commencing July 1, 2003. Kinross does not believe
that the adoption of AcG-13 will have an impact on its results of operations and
financial position.
IMPAIRMENT OF LONG-LIVED ASSETS
In 2002, the CICA Handbook Section 3063 - "Impairment of long-lived
Assets" ("CICA 3063") was amended to harmonize with SFAS 144. CICA 3063 applies
to long-lived assets held for use and is effective on a prospective basis, for
fiscal years beginning on or after April 1, 2003. Early adoption is encouraged.
This standard requires that an impairment loss be recognized when the carrying
amount of an asset held for use exceeds the sum of undiscounted cash flows. The
impairment loss is measured as the amount by which the carrying amount exceeds
the fair value of the asset. Kinross does not believe that the adoption of CICA
3063 will have an impact on its results of operations and financial position.
ASSET RETIREMENT OBLIGATIONS
In 2003, the CICA issued Handbook Section 3110 - "Asset Retirement
Obligations" ("CICA 3110"), which is consistent with SFAS 143, "Accounting for
Asset Retirement Obligations." The standard provides for the recognition,
measurement and disclosure of liabilities for asset retirement obligations and
the associated asset retirement costs. It addresses obligations required to be
settled as a result of an existing law, regulation or contract related to asset
retirements. The new standard is applicable for fiscal years beginning January
1, 2004. Upon adoption, CICA 3110 will require retroactive restatement of all
comparative periods which Kinross estimates may represent a cumulative increase
in site restoration cost accruals of approximately $12.1 million based on the
calculations done for the implementation of SFAS 143.
STOCK-BASED COMPENSATION
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Effective January 1, 2004, Kinross is required to adopt CICA Handbook
Section 3870 - "Stock-based Compensation and Other Stock-based Payments" ("CICA
3870") for fiscal years beginning on or after January 1, 2004, CICA 3870
requires fair value accounting for stock options. Adoption is retroactive,
covering all stock options granted on or after January 1, 2002. Kinross will be
required to restate the results for the years ended December 31, 2003 and 2002,
upon adoption. The effects of this restatement will be to reduce net earnings
$1.1 million ($nil per share) in 2003 and increase net loss by $2.0 million
($0.02 per share) in 2002. In addition, retained earnings would decrease by $3.1
million at December 31, 2003, and by $2.0 million at December 31, 2002. Common
share capital and common share purchase warrants would increase by $3.1 million
and $2.0 million at December 31, 2003, and 2002, respectively.
RISK ANALYSIS
The operations of Kinross are high-risk due to the nature of 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. The potential costs which could be associated with any
liabilities not covered by insurance or in excess of insurance coverage or
compliance with applicable laws and regulations may cause substantial delays and
require significant capital outlays, adversely affecting the future earnings and
competitive position of Kinross and, potentially, its financial viability.
Whether a gold deposit will be commercially viable depends on a number
of factors, some of which 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 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.
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ENVIRONMENTAL RISKS
Kinross' mining and processing operations and exploration activities in
Canada, the United States, Russia, Brazil, Chile, and other countries are
subject to various laws and regulations governing the protection of the
environment, exploration, development, production, exports, taxes, labor
standards, occupational health, waste disposal, toxic substances, mine safety,
and other matters. New laws and regulations, amendments to existing laws and
regulations, or more stringent implementation of existing laws and regulations
could have a material adverse impact on Kinross, 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 $146.3 million based on information
currently available. As at December 31, 2003, Kinross has accrued $119.7 million
of this liability. Kinross mitigates this risk by performing reclamation
activities concurrent with production. In addition, planned spending on closure
properties of approximately $19.2 million in 2004 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.
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 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
were calculated based upon a gold price of $325 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 and reduced income and cash flow.
As set forth under "Environmental Risks" above, mining an ore body
requires permits from various governmental agencies. Several of Kinross' gold
properties, including Pamour and Aquarius, are not in active operation and
commencement of operations would require permitting to be completed.
Approximately 19% of Kinross' total reserves are located on inactive properties
and could not be mined in the event the necessary permits could not be obtained.
The inabilities to obtain the necessary permits on a delay in obtaining permits
could adversely effect Kinross' future operations and cash flow.
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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 and carries out exploration and
development activities in Russia, Brazil, and Chile. There is no assurance that
future political and economic conditions in these countries will not result in
those countries governments adopting different policies respecting foreign
development and ownership of mineral resources. Any such changes in policy may
result in changes in laws affecting ownership of assets, taxation, rates of
exchange, gold sales, environmental protection, labor relations, repatriation of
income, and return of capital, 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.
In addition, the economies of Russia, Brazil, and Chile 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.
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GOLD PRICE
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.
TITLE TO PROPERTIES
The validity of mining claims which constitute most of Kinross' property
holdings in Canada, the United States, Brazil, Chile, and Russia may, in certain
cases, be uncertain and is subject to being contested. Kinross' titles,
particularly title to undeveloped properties, may be defective.
Certain of Kinross' United States mineral rights consist of unpatented
lode mining claims. Unpatented mining claims may be located on U.S. 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 U.S. 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 U.S. federal
public lands, includes provisions for obtaining a patent, which is essentially
equivalent to fee title, for an unpatented mining claim upon compliance with
certain statutory requirements (including the discovery of a valuable mineral
deposit).
COMPETITION
The mineral exploration and mining business is competitive in all of its
phases. Kinross competes with numerous other companies and individuals,
including competitors with greater financial, technical, and other resources
than Kinross, in the search for and the acquisition of attractive mineral
properties. The ability of Kinross to acquire properties in the future will
depend not only on its ability to develop its present properties, but also on
its ability to select and acquire suitable producing properties or prospects for
mineral exploration. There is no assurance that Kinross will continue to be able
to compete successfully with its competitors in acquiring such properties or
prospects.
JOINT VENTURES
After completion of the combination, Kinross has 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.
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DISCLOSURES ABOUT MARKET RISKS
To determine its market risk sensitivities, Kinross uses an internally
generated financial forecast that is sensitized to various gold prices, currency
exchange rates, interest rates and energy prices. The variable with the greatest
impact is the gold price, and Kinross prepares a base case scenario and then
sensitizes it by a $10 increase and decrease in the gold price. For 2004,
sensitivity to a $10 change in the gold price is $15 million on pre-tax
earnings.
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.
COMMODITY PRICE RISKS
Kinross' net income can vary significantly with fluctuations in the
market price of gold. At various times, in response to market conditions,
Kinross has entered into gold forward sales contracts, spot deferred forward
sales contracts and written call options for some portion of expected future
production to mitigate the risk of adverse price fluctuations. Kinross does not
hold these financial instruments for speculative or trading purposes. In
addition, Kinross is not subject to margin requirements on any of its hedging
lines. Due to the increase in gold prices, Kinross made a decision in 2002 to
continue to deliver into these financial instruments and will not replace them
with new financial instruments thereby increasing its exposure to changes in
gold prices.
The outstanding number of ounces, average expected realized prices and
maturities for the gold commodity derivative contracts as at December 31, 2003,
are as follows:
OUNCES AVERAGE CALL OPTIONS AVERAGE
YEAR HEDGED PRICE SOLD STRIKE PRICE
--------------- --------------- ---------------- ---------------- ---------------
2004 137,500 $ 277 50,000 $ 340
2005 37,500 $ 296 -- $ --
--------------- ---------------- ---------------- ---------------
Total 175,000 $ 281 50,000 $ 340
=============== ================ ================ ===============
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 December 31, 2003, was negative
$24.4 million based on a gold price of $417 per ounce. In 2004, Kinross will
receive $277 per ounce of gold for 137,500 ounces which may be significantly
different from market prices. If the market price of gold is $400 per ounce on
the dates the ounces are delivered into the forward sales contracts, Kinross
would be paid $16.9 million less than if it were unhedged. In addition, at
December 31, 2003, Kinross has 50,000 ounces of written call options
outstanding. If the market price of gold is above $340 per ounce on expiry in
June 2004, Kinross will be committed to sell 50,000 ounces at $340 per ounce. If
the market price of gold is $400 per ounce, Kinross would be paid $3.0 million
less than if it were unhedged. Kinross does not include these financial
instruments in testing for impairment of operating mines, mineral rights, and
development properties.
FOREIGN CURRENCY EXCHANGE RISK
Kinross conducts the majority of its operations in the United States,
Russia, Canada, Brazil, and Chile. Currency fluctuations affect the cash flow
that Kinross will realize from its operations as gold is sold in U.S. dollars,
while production costs are incurred in Russian rubles, Chilean pesos, Brazilian
reals, Canadian, and U.S. dollars. 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.
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RUSSIAN RUBLES
Kinross operates the Kubaka mine in Russia. Kinross estimates 2004
Russian ruble payments for operating, exploration and royalty expenses of 580.1
million Russian rubles at an exchange rate of 29 rubles to one U.S. dollar. A
10% change in the exchange rate could result in an approximate $2.0 million
change in Kinross' pre-tax earnings.
CHILEAN PESOS
Kinross has joint venture interests in the Refugio mine and the La Coipa
mine, both located in Chile. Kinross estimates 2004 payments for operating,
exploration, and royalty expenses of 10.4 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 $1.5 million change in Kinross' pre-tax earnings. In
addition, Kinross has budgeted capital expenditures of 15.0 billion Chilean
pesos. A 10% change in the exchange rate could result in an approximate $2.1
million change in Kinross' capital expenditures.
BRAZILIAN REALS
Kinross is a partner in the Paracatu (Brasilia) and Crixas mines, both
located in Brazil. Kinross estimates 2004 payments for operating, exploration,
and royalty expenses of 51.0 million Brazilian reals at an exchange rate of 3
Brazilian reals to one U.S. dollar. A 10% change in the exchange rate could
result in an approximate $1.7 million change in Kinross' pre-tax earnings. In
addition, Kinross has budgeted capital expenditures of 36.3 million Brazilian
reals. A 10% change in the exchange rate could result in an approximate $1.2
million change in Kinross' capital expenditures.
CANADIAN DOLLARS
Kinross operates the Lupin mine and is a partner in the New Britannia,
Musselwhite, and Porcupine joint ventures. As a result of these ownership
interests and expenses incurred by the Canadian corporate office, Kinross has
Canadian dollar denominated operating, exploration, and administrative expenses.
Kinross has currency hedges of CDN $14.1 million for 2004 at an exchange rate of
1.4121 to one U.S. dollar. Assuming 2004 budgeted payments of CDN $163.0 million
at an exchange rate of CDN $1.30 per U.S. dollar and considering the 2004
Canadian dollar hedges, a 10% change in the exchange rate could result in an
approximate $11.5 million change in Kinross' pre-tax earnings. In addition,
Kinross has budgeted capital expenditures of CDN $42.0 million. A 10% change in
the exchange rate could result in an approximate $3.2 million change in Kinross'
capital expenditures.
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 look for opportunities 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. Two significant
initiatives in 2003 at the Round Mountain mine focused on waste dump haulage
costs and heap leach pad inventory management. Modifications to the waste rock
haulage process reduced haulage distances and costs, while side slope leaching
of the heap leach pad improved the timing of the recovery of gold ounces.
The second component of the strategy is the value created by investing
in quality projects. In 2003, Kinross announced plans to expand and recommission
the Refugio mine and restart the Kettle River operation. The Refugio mine is
scheduled to achieve production during the fourth quarter of 2004, while the
Kettle River operation reopened in January of 2004. The Pamour open pit project
is being developed as a long-term source of ore for the Porcupine joint
venture's Dome mill and at Paracatu (Brasilia), the joint venture partners are
currently evaluating an expansion project. In addition, 2003 exploration
activities added proven and probable reserves of 2.7 million ounces of gold,
less the 1.8 million ounces of reserves depleted by production during the year.
Kinross' current
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exploration budget in 2004 is approximately $20.0 million and may be expanded
depending on success-driven opportunities. The objective of these exploration
activities is to again increase proven and probable reserves in 2004.
The third component of this strategy is to increase value through
accretive acquisitions. On November 20, 2003, Kinross announced it had entered
into an agreement with Crown whose major asset is the Buckhorn Mountain gold
deposit located in north central Washington State. The current operating plan
for Buckhorn contemplates the development of an underground mine and processing
the ore at the nearby Kettle River mill. This component of the business strategy
is designed to add value by increasing proven and probable reserves and
providing additional production thereby increasing earnings and cash flow.
Kinross will continue to focus on its continuous improvement program in
2004, advance existing exploration and development projects and look for
accretive projects to acquire that will ultimately create additional value to
Kinross' shareholders.
OUTLOOK
Kinross has a robust pipeline of new projects at various stages of
exploration and development and is well positioned financially through strong
cash flow from operating activities and significant cash balances to advance
these projects towards production. The first of these projects achieved
commercial production in January 2004, with the development of the Emanuel Creek
ore body and the restart of the Kettle River mill where gold production of
approximately 100,000 ounces is anticipated in 2004. As a result of major
projects such as the restart of an expanded Refugio, the development of the
Pamour pit and the potential expansion of Paracatu (Brasilia), the capital
expenditure program in 2004 is currently budgeted at approximately $165.0
million. It is expected that this capital expenditure program, the largest in
Kinross' history, can be funded entirely from cash flow from operating
activities at year end gold prices. During 2004, Kinross will deliver into
essentially all remaining gold hedges and in the first quarter of 2005 will
become totally unhedged.
A key focus in 2004, and into the future, will be to continue to expand
the reserve base of Kinross through exploration, optimization of producing
assets and accretive acquisitions such as the Crown transaction. Planned
production for Kinross in 2004 is 1.70 to 1.75 million ounces of gold equivalent
at total cash costs in the range of $225 to $235 per ounce. A primary objective
is to meet or exceed expectations in this regard, and to work toward our goal of
ultimately reaching an annual production rate of two million ounces.
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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.
216
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
In 1991, Crown had formed a joint venture with Battle Mountain to
develop Crown's Buckhorn Mountain Project, then named the Crown Jewel. Battle
Mountain spent a substantial amount of its money and time in developing an
open-pit mining plan and seeking appropriate permitting and other approvals for
the plan. Battle Mountain's plan encountered substantial regulatory, political,
and environmental opposition, and these factors, along with the acquisition of
Battle Mountain by Newmont, lead to the abandonment of its interest in the joint
venture to Crown in July 2001. As a result of Battle Mountain's withdrawal from
the venture, Crown began work on a revised plan of operations for the Buckhorn
Mountain Project. During this period, and primarily as a result of previous
difficulties in obtaining the permitting and other approvals required to
commence open pit mining operations, Crown did not gain the interest of
qualified third parties as either joint venture partners or merger or
acquisition candidates, under any reasonable economic terms. However, as part of
Crown's efforts to complete a revised plan of operations and updated feasibility
study for the Buckhorn Mountain Project, Crown remained aware of a potential
venture with Echo Bay, specifically in relation to its Kettle River mill and
tailings facilities, which had unique and favorable economic and geographic
synergies in relation to the Buckhorn Mountain Project.
On May 3, 2002, a meeting was held between Chris Herald, Crown's Chief
Executive Officer and Bob LeClerc, then the Chief Executive Officer of Echo Bay
at Echo Bay's Littleton, Colorado office. At the meeting, Mr. Herald and Mr.
LeClerc discussed whether Crown and Echo Bay would be interested in a possible
combination of Crown's Buckhorn Mountain Project with Echo Bay's Kettle River
operations, both of which sites are located in Washington, and the possible
benefits of such a combination. Both parties agreed that a combination of the
projects potentially had substantial merit and agreed to work towards the
execution of a confidentiality agreement.
On June 10, 2002, Kinross, Echo Bay, and TVX announced an agreement to
combine their respective business, with Kinross being the surviving parent
corporation.
On June 18, 2002, Crown and Echo Bay executed a confidentiality
agreement, allowing each company to make documents and other confidential
information available to the other for a possible transaction.
217
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. The general proposal discussed by Mr. LeClerc involved a
5% net smelter royalty to Crown, in exchange for its interest in the Buckhorn
Mountain Project. Mr. Herald declined to make a counter proposal to Echo Bay.
Mr. Herald and Mr. LeClerc determined that the parties had substantially
different views regarding the relative valuations of each company's respective
assets and discussions did not proceed at that point.
On September 30, 2002, Mr. Herald held an in-person meeting at the
Westin Hotel in Denver, Colorado, with Gordon McCreary, Kinross' then
Vice-President of Investor Relations and Corporate Development concerning
Kinross' possible interest in the Buckhorn Mountain Project following completion
of Kinross' combination with Echo Bay and TVX. Mr. Herald and Mr. McCreary
agreed that a discussion between Crown and Kinross may be appropriate after
completion of the merger.
On January 31, 2003, the combination among Kinross, Echo Bay, and TVX
was completed.
On February 18, 2003, Kinross entered into a confidentiality agreement
with Crown, whereby the parties could investigate possible synergies between the
Buckhorn Mountain Project and Kinross' Kettle River operations.
On February 20, 2003, Mr. Herald and Walt Hunt, Crown's Vice-President
of Operations, met with representatives of Kinross in its Toronto, Ontario
office to discuss a potential transaction. Kinross was represented by Robert
Buchan, its President and Chief Executive Officer, John Ivany, its Executive
Vice-President and General Counsel, Rod Cooper, its then 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, then Treasurer, and Jerry Danni, Vice-President of Environmental
Affairs.
In March, 2003, Kinross held several telephone discussions with Crown,
particularly Walt Hunt, regarding the technical aspects of the Buckhorn Mountain
Project and exchanged various documents. Also in March of 2003, AMEC Engineering
and Constructors were commissioned by Kinross to review the geological data
concerning the Buckhorn Mountain Project and construct a confirmatory resource
model.
On April 2, 2003, Mr. Ivany telephoned Mr. Herald and indicated that
Kinross' technical review of the Buckhorn Mountain Project appeared positive.
Mr. Ivany thought it would take a couple of weeks to complete the evaluation and
potentially develop a proposal.
On April 20, 2003, Mr. Ivany called Mr. Herald to discuss the results of
Kinross' technical evaluation. Mr. Ivany indicated that Kinross was pleased with
the technical review of the Buckhorn Mountain Project, but was concerned about
permitting. Mr. Ivany indicated that Kinross was continuing to develop and
explore its Emanuel Creek project. Mr. Ivany and Mr. Herald discussed some
general concepts whereby Kinross might make an offer conditioned on reaching
future permitting milestones at the Buckhorn Mountain Project, but it was
decided that the concepts would be too ambiguous and not attractive for either
party. Mr. Ivany and Mr. Herald agreed to stay in touch and that Kinross would
continue to monitor Crown's progress on the project.
218
Between April and July, 2003, Walt Hunt of Crown and Scott Marikis of
Kinross held informal telephone discussions regarding the progress of the
permitting effort at the Buckhorn Mountain Project.
On July 30, 2003, Mr. Ivany and Mr. Herald held discussions by
telephone, arranging a meeting between Mr. Herald and Mr. Danni for the purpose
of updating Kinross on the permitting developments with respect to the Buckhorn
Mountain Project.
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 Bureau
of Land Management. Mr. Herald provided documents related to many of the topics
discussed. Mr. Danni said he would evaluate the information further and report
to Kinross management.
On August 7, 2003, during a meeting of Kinross' board of directors, Mr.
Buchan informed Kinross' directors of the ongoing discussions with Crown.
A meeting was held on August 25 and 26, 2003, at Crown's Oroville,
Washington office between Mr. Herald, Mr. Hunt and Lyle Morganthaler, an
independent mining engineer representing Crown, on behalf of Crown, and Mr.
Cooper, Mr. Caldwell, Mike Doyle, the General Manager for Kinross' Round
Mountain mine in Nevada and Al Kirkem, Kinross' Exploration Manager, on behalf
of Kinross. Crown presented information regarding the Buckhorn Mountain Project
that had been developed to date. The parties also generally discussed options
related to the Kettle River mill, and its potential utility in the Buckhorn
Mountain Project. The meetings also included a brief inspection of core
drillings, a visit to the Buckhorn Mountain Project proposed mill and tailings
site, a tour of the Buckhorn Mountain Project deposit, and a drive of a Buckhorn
Mountain Project to Emanuel Creek potential haul road. Kinross also provided a
review of its exploration results from the Emanuel Creek site.
On August 26, 2003, Mr. Cooper, Mr. Caldwell, Mr. Danni, Mr. Doyle, and
Mr. Kirkham met with Gordon Fellows, Kinross' Engineering and Environmental
Manager at Kettle River, Mike Rasmussen, Kinross' Senior Exploration Geologist,
and Robert Taylor, Kinross' General Manager at Kettle River. The meeting took
place at the Kettle River mine offices. The individuals from Kinross discussed
the potential for a transaction with Crown and reviewed Kettle River information
relevant to Kinross' financial analysis of Crown. After the meeting, Kinross
confidentially informed Wayne Zigarlick, Kinross' Mill Manager at Kettle River
and Dave Riggleman, Kinross' Operations Manager at Kettle River, of the
potential transaction, since their input would be required to finalize the
financial analysis. Mr. Dan Hussey, Kinross' Chief Geologist at Kettle River,
was also informed of the discussions regarding the Buckhorn Mountain Project.
Later, on August 26, Sue Davis, Kinross' Human Resources Manager at Kettle River
provided historical employment numbers for the Kettle River operations to Mr.
Morgenthaler. Also on August 26, a meeting between Mr. Morgenthaler, an
independent mining engineer representing Crown and Mr. Riggleman, Ms. Fellows
and Pam Allen, Kinross' Accounting Manager at Kettle River, occurred whereby
both companies exchanged information regarding Kettle River and the Buckhorn
Mountain Project.
On September 2, 2003, Mr. Kirkham contracted Mr. Tom Rice, a consultant
from Reno, Nevada, to conduct land title due diligence on Kinross' behalf. On
September 4 and 5, 2003, Mr. Rice visited Crown's Oroville, Washington office
and reviewed certain files and held conversations with Mr. Hunt of Crown.
Subsequently, under the coordination of John Bokich, Kinross' Director of
Environmental Affairs, and Susan Mason, a consultant retained by Kinross for
U.S. land management, Mr. Rice spent approximately 12 days during two trips
doing extensive title research on the Buckhorn Mountain Project.
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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. Just prior to the meeting, Mr. Caldwell
forwarded by fax Kinross' evaluation materials relating to the Buckhorn Mountain
Project to Mr. Herald. Mr. Buchan and Mr. Caldwell reviewed Kinross' technical
evaluation results with Mr. Herald. Mr. Herald explained Crown's capital
structure. Mr. Buchan presented Kinross' proposal to acquire Crown which, from
Mr. Buchan's point of view, contemplated that Crown's equity interest in
Solitario would be included in the merger. The remaining material terms were
substantially consistent with the final agreement. Mr. Herald indicated that
Kinross' proposal appeared to be an offer that Crown's board of directors would
consider, and that he would discuss it with certain members of Crown's board
that evening.
On September 23, 2003, a meeting was held between Mr. Herald and Jim
Maronick, Crown's Chief Financial Officer, and Mr. Buchan concerning Kinross'
proposal of the prior day. Crown sought certain clarifications regarding the
offer and Kinross sought clarifications regarding Crown's capital structure. Mr.
Herald presented the proposal to distribute the equity interest in Solitario to
the Crown shareholders prior to the merger. Although Mr. Buchan indicated that
Kinross was not necessarily agreeing to Mr. Herald's proposal, both parties
agreed that they were close on the principal terms and agreed to proceed toward
an agreement, subject to further consideration of the exact terms. An additional
meeting was held between Mr. Herald, Mr. Maronick, and Mr. Penny, during which
Crown provided Kinross certain additional information regarding its capital
structure.
On September 30, 2003, telephone discussions were held between Mr. Ivany
and Mr. Herald concerning the terms of the transaction, and each agreed to
consult with their respective associates to reach an agreement. Also on
September 30, 2003, AMEC was engaged to provide assistance in completing the
reserves and resources preliminary due diligence.
On October 1, 2003, telephone discussions were held between Mr. Ivany
and Mr. Herald concerning the final business terms of Kinross' offer. The
parties agreed to the principal business terms and committed to work towards the
execution of a letter of intent. Mr. Ivany informed Parr Waddoups Brown Gee &
Loveless, a Professional Corporation, Kinross' U.S. counsel, of the verbal
agreement.
During the first week of October, the parties and their lawyers
communicated several times by telephone and e-mail negotiating a letter of
intent. The parties signed the letter of intent the evening of October 8, 2003,
and publicly announced the execution of the letter of intent and the transaction
on October 8, 2003.
On November 11, 2003, Crown entered into the Echo Bay Minerals (a
wholly-owned subsidiary of Kinross) toll milling agreement relating to the
milling of ore produced at the Buckhorn Mountain Project. See "Business of
Crown--Recent Developments."
REASONS FOR THE MERGER--ADVANTAGES AND DISADVANTAGES
The Buckhorn Mountain Project, prior to July 2001, was held by a joint
venture between Crown and Battle Mountain. Battle Mountain had managed the
project and had sought to have it permitted as an open pit mine. When Battle
Mountain was unable to complete the permitting process, it entered into an
agreement with Crown, transferring ownership and control of the Buckhorn
Mountain Project to Crown. Crown does not currently have the funds necessary to
obtain the necessary permits and fund the capital expenditures necessary to
commence mining operations at the Buckhorn Mountain Project.
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In connection with its acquisition of Echo Bay in January 2003, Kinross
obtained ownership of the Kettle River mill located approximately 92 kilometers
(57 miles) from the Buckhorn Mountain Project. Under the currently proposed
operating plan, the Buckhorn Mountain Project will be developed as an
underground mine and the ore will be processed at the Kettle River facility,
which has already been licensed and permitted. Kinross has access to the
technical personnel and funding to pursue the permitting, construction, and
operation of the Buckhorn Mountain Project. In addition, the existence of the
Kettle River facility gives Kinross unique permitting and operational synergies
with the Buckhorn Mountain Project.
Set forth below are the material advantages and disadvantages to Kinross
and Crown of the proposed merger.
KINROSS
Kinross has recently restarted the Kettle River mill 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 by
processing ore produced at the Buckhorn Mountain Project.
Kinross anticipates that by combining the Kettle River and Buckhorn
Mountain Project operations, there will be increased operating efficiency
because only one management team will be required to manage the two locations.
Kinross expects the combined Buckhorn Mountain Project and Emanuel Creek
operations to produce gold for total cash costs and total costs per ounce less
than Kinross' current average costs per ounce resulting in the merger being
accretive to earnings and cash flow.
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 "Business of Kinross" beginning on page 51 and "Risk Factors" beginning on
page 10.
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. Members of the board
of directors are subject to conflicts of interest. See "Interests of Certain
Individuals," below.
In reaching its determination, the board of directors of Crown
considered the following material factors, which were viewed as being factors in
support of the adoption of the merger agreement:
o the unique operational and cost synergies as a result of
leveraging Kinross' existing management and business structure,
utilizing Kinross' Kettle River facility, and the anticipated
impact of reducing the permitting difficulties for the Buckhorn
Mountain Project based on Kinross' successful permitting history
in the State of Washington;
o the amount of total consideration and the nature of that
consideration to be paid by Kinross to the security holders of
Crown;
o the board analyzed the imputed value of the Kinross shares to
the Crown shareholders as being between $80 and $105 million,
based on the previous 90 days of Kinross stock market trading
history; the board determined that because of the high market
liquidity of Kinross' common shares on both the NYSE and TSX,
its intrinsic value was adequately reflected in the market
price; furthermore, because
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the dilution caused by the contemplated Kinross-Crown
transaction was less than 4% to Kinross, no consideration was
given to pro forma valuations post-merger;
o the additional value to the shareholders of Crown as a result of
Kinross having agreed to the distribution of the Solitario
common stock to the Crown shareholders prior to consummating the
merger so that the Crown shareholders would continue to hold an
interest in Solitario;
o the expectation that the merger would be treated as a tax-free
merger for United States federal income tax purposes based on
consultations with Crown's tax advisors;
o the regulatory approvals required to consummate the merger were
not expected to be difficult to obtain;
o the elimination of the uncertainty to the Crown shareholders
relating to the time and expense to permit and develop the
Buckhorn Mountain Project;
o the significant financial resources of Kinross, and Crown's need
to raise significant funds to develop the Buckhorn Mountain
Project if the transaction with Kinross was not completed, the
time required to do this, the risk of being unsuccessful in
securing enough financial resources, and the potential dilution
to the existing Crown shareholders;
o the development of the Buckhorn Mountain Project requiring
qualified technical and operational personnel already available
to Kinross and the difficulties faced by Crown in seeking to
attract and retain such personnel;
o the wide distribution and liquidity of Kinross common shares on
the NYSE and TSX, compared to the limited market for shares of
Crown's common stock which currently trade on the OTC Bulletin
Board;
o with increased price of gold, which was or near a six-year high,
providing a more favorable time to market the Buckhorn Mountain
Project, and more favorable economics to the Crown shareholders;
o the limited number of potential bidders with resources and
synergies described above; and
o the arms-length bargaining process, lasting more than a year, by
which the merger terms were determined.
The board of directors of Crown also considered the following material
factors, which were viewed as being factors challenging the adoption of the
merger agreement:
o the potential additional value that might be realized if Crown
were able to develop and operate the Buckhorn Mountain Project
on its own was considered. However, this option included
significant inherent risks as a result of the financing,
permitting, and other operational implications of this course of
action;
o the potential for superior offers. However, based on Crown's
history of difficulties with Buckhorn Mountain, including Battle
Mountain's withdrawal, the historical permitting challenges,
Crown's financial constraints, informal discussions with other
mining companies (in the normal course of Crown's activities)
that did not have the unique synergies of Kinross, Crown's
knowledge of other transactions in the mining industry, and the
unique operations synergies with Kinross, superior offers were
considered unlikely; and
o the conflict of interest to which certain members of the board
and management were subject, as described below under "Interests
of Certain Individuals."
The board of directors of Crown determined that the negative factors
were outweighed by the potential benefits to be gained by Crown and its
shareholders as a result of the proposed merger with Kinross and concluded that
the proposed merger was in the best interests of Crown and its shareholders.
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The foregoing discussion of the factors considered by the board of
directors of Crown includes all material factors considered. In view of the
variety of factors considered in connection with its evaluation of the proposed
merger, the board of directors of Crown did not find it practicable to and did
not attempt to rank or assign relative weights to the foregoing factors.
INTERESTS OF CERTAIN INDIVIDUALS
Certain members of Crown's management and board of directors have
interests in the merger that are described below that are in addition to their
interests as Crown shareholders in general. Crown's board of directors took
these interests into account in approving and adopting the acquisition agreement
and the transactions contemplated thereby.
On June 19, 2000, Crown entered into Change in Control and Severance
Agreements with (i) Mr. Mark Jones, its Vice-Chairman of the Board; (ii) Mr.
Christopher Herald, its President and Chief Executive Officer; (iii) Mr. James
Maronick, its Chief Financial Officer and Vice-President, Finance; (iv) Mr.
Walter Hunt, its Vice-President, Operations; and (v) Ms. Debbie Mino, its
manager of investor relations.
These agreements provide that if a change in control of Crown occurs,
and if their employment is terminated other than for cause or if they resign for
a good reason, they are entitled, on such date, to a payment of two and one-half
(2 1/2) times their annual salary in the case of Messrs. Jones and Herald, and
one and one-half times (1 1/2) their annual salary in the case of Messrs.
Maronick and Hunt and Ms. Mino. The merger constitutes a change in control of
Crown, and Kinross intends to terminate the employment of each of these
employees following the merger. Accordingly, Kinross will pay the following to
these individuals upon the date their employment is terminated, based upon their
annual salaries for the 2004 year:
Mr. Jones: $245,000
Mr. Herald: $362,500
Mr. Maronick: $150,000
Mr. Hunt: $132,000
Ms. Mino: $120,000
At the time that the Change in Control and Severance Agreements were
executed, Crown was experiencing severe financial difficulties, ultimately
resulting in a bankruptcy filing. The Crown board of directors at the time, and
currently, considers these agreements to be both customary and appropriate
mechanisms for retaining the services of key employees. Crown's board considered
the existence of those agreements in determining to enter into the merger
agreement with Kinross. The Kinross agreement was unanimously approved by the
board, including all disinterested board members.
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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
Except as outlined in "Restrictions on Transfer of Kinross Common
Shares," Kinross and Crown do not believe there are any material regulatory
approvals required for the merger, other than the effectiveness of the
registration statement filed with the Commission of which this Proxy
Statement/Prospectus forms a part.
DISSENTERS' RIGHTS OF APPRAISAL
Holders of Crown common stock have the right to dissent from the merger
and receive cash equal to the fair value of their Crown common stock. The
following discussion identifies the material requirements necessary to assert
your rights, should you choose to do so. This summary is not exhaustive, and you
should also carefully read the applicable sections of Chapter 23B.13 of the
Washing Business Corporation Act ("WBCA"), which is attached to this Proxy
Statement/Prospectus as Appendix B.
If you are a Crown shareholder and wish to dissent from the merger, you
should carefully review the text of Appendix B, particularly the procedural
steps required to perfect dissenters' rights, which are complex. Because of the
technical nature of these requirements, you are encouraged to consult with your
legal counsel if you wish to assert dissenter rights. If you do not fully and
precisely satisfy the procedural requirements of Washington law, you 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
224
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.
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PAYMENT PROCEDURE
If you wish to assert dissenters' rights, you must demand payment,
certify that you acquired the Crown shares before October 8, 2003, the date that
the proposed transaction was publicly announced, and deposit your Crown
certificates within 30 days after the notice is given. If you fail to make
demand for payment and deposit your Crown certificates within the 30-day period,
you will lose the right to receive fair value for your shares under the
dissenters' rights provisions, even if you delivered a timely notice of intent
to demand payment.
Except as provided below, within 30 days of the later of the effective
date of the merger or Crown's receipt of a valid demand for payment, Crown will
remit to each dissenting shareholder who complied with the requirements of
Washington law the amount Crown estimates to be the fair value of the
shareholder's Crown common stock, plus accrued interest.
Crown will include the following information with the payment:
o financial data relating to Crown, including Crown's balance
sheet, income statement and statement of changes in
shareholder's equity for its last fiscal year and its latest
available financial statements;
o 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 on October 7, 2003, Crown may withhold payment and
instead send a statement setting forth its estimate of the fair value of the
shares and offering to pay such amount, with interest, as a final settlement of
the dissenting shareholder's demand for payment. Crown will also include in such
statement an explanation of how it estimated the fair value of the shares and
calculated the interest, and a statement of the dissenter's right to demand
payment under Chapter 23B.13.280 of the WBCA if they are dissatisfied with the
estimate of the fair value of the shares determined by Crown.
PAYMENT DISPUTES
If you are dissatisfied with your payment or offer, you may, within 30
days of the payment or offer of payment, notify Crown and demand payment of your
estimate of the fair value of your shares and the amount of interest due. If any
dissenting shareholder's demand for payment is not settled within 60 days after
receipt by Crown of the payment demand, Crown must commence a proceeding in King
County Superior Court and petition the court to determine the fair value of the
shares and accrued interest, naming all the dissenting shareholders whose
demands remain unsettled as parties to the proceeding. If Crown does not
commence the proceeding within the 60-day period, it will pay each dissenter
whose demand remains unsettled the amount demanded.
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
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which Crown withheld payment pursuant to Chapter 23B.13.270 of the WBCA, the
court may enter judgment for the fair value, plus accrued interest, of the
dissenting shareholders after acquired shares.
The court will determine the costs and expenses of the court proceeding
and assess them against Crown, except that the court may assess part or all of
the costs against any dissenting shareholders whose actions in demanding payment
are found by the court to be arbitrary, vexatious or not in good faith. If the
court finds that Crown did not substantially comply with the relevant statutory
provisions, the court may also assess against Crown any fees and expenses of
attorneys or experts that the court deems equitable. The court may also assess
those fees and expenses against any party if the court finds that the party has
acted arbitrarily, vexatiously or not in good faith in bringing the proceedings.
The court may award, in its discretion, fees and expenses of an attorney for the
dissenting shareholders out of the amount awarded to the shareholders, if it
finds the services of the attorney were of substantial benefit to the other
dissenting shareholders and that those fees should not be assessed against
Crown.
FAIR VALUE
For purposes of Washington law, "fair value" means the value of Crown
common stock immediately before the effective 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
(212) 701-7650.
Certificates for Crown common stock that are not exchanged shall only
represent the right to receive Kinross common shares subsequent to the merger.
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PAYMENT IN LIEU OF ISSUING FRACTIONAL SHARES
No fractional shares will be issued by Kinross in connection with the
merger. In lieu thereof, a shareholder otherwise entitled to receive a
fractional share shall be paid the value of such fractional share in cash, based
on the closing sales price, rounded to the nearest cent, for Kinross common
shares as reported by the NYSE for the ten trading days ended the third business
day prior to the closing date.
EXPENSES OF THE MERGER
Kinross and Crown will each bear its own expenses incurred in connection
with effecting the merger and the preparation of the Proxy Statement/Prospectus.
RESTRICTIONS ON TRANSFER OF KINROSS COMMON SHARES
UNITED STATES
The Kinross common shares to be issued in the merger will be issued
pursuant to the registration statement, of which this Proxy Statement/Prospectus
forms a part, filed under the Securities Act. Notwithstanding such registration,
several persons receiving shares of common stock will be subject to restrictions
on the resale of such securities.
The sale of shares issued to affiliates of Crown will be subject to
restrictions on transfer under Rule 145 promulgated pursuant to the Securities
Act. In general, under Rule 145, sales of securities are permitted only (a)
after Kinross has been subject to the reporting requirements of the Exchange Act
and has filed all required reports thereunder for a period of at least 90 days
preceding the sale, and (b) if the sales are made in compliance with the
limitations on volume and manner of sale contained in rule 144. Kinross is, and
has been for in excess of 90 days, subject to the reporting requirements, so
that Rule 145 would be available immediately upon consummation of the merger,
subject to the limitations on volume and manner of sale. Alternatively, common
stock may be sold by Crown shareholders subject to the rule without compliance
with such limitations on volume and manner of sale if the holder, at the time of
sale, (a) is not, and has not been for at least three months, an affiliate of
either Kinross, Crown, or Kinross, and has held the securities for at least 2
years; or (b) is not an affiliate of the combined company and has held the
securities for at least 1 year, and for the preceding 12 months Kinross has
filed all required reports under the Exchange Act.
CANADA
Kinross common shares issued in connection with the merger will be
distributed in reliance on exemptions from the registration and prospectus
requirements of Canadian securities laws, 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;
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o no unusual effort is made to prepare the market or create a
demand for the Kinross common shares; and
o no extraordinary commission or consideration is paid in respect
of the transaction in the Kinross common shares.
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AGREEMENTS RELATING TO THE MERGER
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THE MERGER AGREEMENT
The following is a description of the material provisions of the merger
agreement, 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
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exchange agent along with the holder's certificate or certificates for Crown
common stock, and instructions for effecting surrender of the certificate. The
letter of transmittal will specify that the exchange agent will deliver the
certificate representing Kinross common shares, and risk of loss and title to
the certificate representing Crown common stock will pass, only upon delivery of
the certificate to the exchange agent and will be in a form and have other
provisions that Kinross will reasonably specify.
Until each certificate representing Crown common stock is surrendered
(except for certificates representing shares with respect to which appraisal
rights have been validly exercised) it will be deemed from and after the
effective time of the merger, for all corporate purposes, to evidence the
Kinross common shares into which the shares of Crown common stock represented by
the certificate have been converted in connection with the merger and the
payment of cash for fractional shares. Certificates representing shares of Crown
common stock with respect to which a Crown shareholder has validly exercised
appraisal rights will represent the right to pursue any appraisal rights that
the holder may have.
After the surrender of a certificate representing Crown common stock to
the exchange agent, together with a duly executed and completed letter of
transmittal and all other documents and other materials required by the exchange
agent, the holder of the certificate will be entitled to receive a certificate
representing the Kinross common shares into which the Crown common stock
represented by the certificate have been converted in connection with the
merger, excluding fractional shares, and payment of cash for fractional shares.
DISTRIBUTION OF SOLITARIO COMMON STOCK
The merger agreement contemplates that all or some portion of the common
stock of Solitario held by Crown may be distributed to the Crown shareholders
prior to the effective time of the merger. Crown 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. Solitario has filed documents with the SEC to permit the
distribution of all of the shares of Solitario held by Crown to the Crown
shareholders, except those shares, estimated to be approximately 1,000 shares,
that would otherwise result in one or more Crown shareholders holding a fraction
of a share of Solitario stock. The registration statement is subject to review
and comment by the SEC prior to the distribution of the Solitario common stock.
Crown anticipates completing the distribution prior to the merger.
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.
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REPRESENTATIONS AND WARRANTIES
In the merger agreement, Kinross and Crown Merger, on the one hand, and
Crown, on the other, have made various representations and warranties relating
to, among other things, their respective organization, capital structure,
business and financial condition, the completeness and accuracy of filings made
with the SEC, and the satisfaction of certain legal requirements for the merger.
The representations and warranties of each of the parties to the merger
agreement will expire upon consummation of the merger. The representations and
warranties of Kinross and Crown Merger, on the one hand, and Crown, on the
other, are set forth in Articles III and IV, respectively, of the merger
agreement.
The merger agreement provides that these representations and warranties
of Crown, Kinross and Crown Merger will not survive, or continue in effect,
after the closing date of the merger.
CONDUCT OF BUSINESS PENDING THE MERGER
Crown has agreed that, until the closing of the merger or the
termination of the merger agreement, unless Kinross otherwise agrees in writing
or as otherwise contemplated by the merger agreement, Crown will cause its
business and the business of its subsidiaries to be conducted only in the
ordinary course of business or as reasonably necessary to consummate the
transactions contemplated by the merger agreement and will otherwise not engage
in certain activities, including certain significant business or financing
transactions or changes in corporate structure. The specific restrictions on the
conduct of Crown's business are listed in Article V of the merger agreement.
OFFERS FOR ALTERNATIVE TRANSACTIONS
The merger agreement provides that, until the earlier of the effective
time of the merger or the termination of the merger agreement, Crown will not,
and will not agree to:
o enter into any transaction with any party other than Kinross
relative to an alternative transaction (including a merger or
consolidation or any other business combination or any
disposition of Crown's assets or any interest in its business,
its capital stock or any part thereof or a transaction
comparable or similar to the merger with Kinross or that would
prevent or materially impede the merger),
o solicit or encourage submission of inquiries, proposals or
offers from any other party relative to an alternative
transaction;
o except in the ordinary course of business or as required by law,
regulation, or court order or by agreements existing at the date
of the merger agreement, provide information to any other person
regarding Crown or any of its subsidiaries (other than
Solitario); or
o conduct any discussions or negotiations regarding, or enter into
any agreement, arrangement or understanding regarding, or
approve, recommend or propose publicly to approve or recommend,
an alternative transaction.
Crown agreed to cease and cause to be terminated any existing
discussions or negotiations with any person (other than Kinross) conducted prior
to the date of the merger agreement with respect to any alternative transaction.
Crown also agreed not to release any third party from the confidentiality and
standstill provisions of any agreement to which Crown is a party, other than
agreements with Crown's customers and suppliers entered into in the ordinary
course of business.
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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.
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.
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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
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;
233
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;
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 September 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;
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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 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.
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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.
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.
STOCKHOLDER AND VOTING AGREEMENT
On November 20, 2003, as a condition and an inducement to Kinross'
willingness to enter into the merger agreement, several directors and officers
of Crown and certain significant shareholders of Crown entered into a
stockholder and voting agreement with Kinross under which they agreed, among
other things, to vote or cause the vote of all of the shares of Crown common
stock owned by them, as set forth in the stockholder and voting agreement, as
well as any shares of Crown common stock acquired by them (i) in favor of the
adoption and 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.
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Each shareholder that is a party to the stockholder and voting agreement
has appointed Kinross and its designees, individually, as the shareholder's
proxy to vote or act by written consent with respect to the shareholder's shares
of Crown common stock in the manner described above. The shareholder also
revoked all prior proxies granted with respect to the shareholders shares.
Each shareholder also agreed generally not to grant any proxies or
transfer his or its shares of Crown common stock during the term of the
stockholder and voting agreement. The Crown shareholders who entered into the
and voting agreement did not receive any additional consideration for entering
into the stockholder and voting agreement.
The following shareholders of Crown entered into the stockholder and
voting agreement: Zoloto Investors, LP, a Delaware limited partnership,
Solitario, Christopher E. Herald, Mark E. Jones, III, Brian Labadie, James R.
Maronick, and Steven A. Webster. As of June 7, 2004, 2,012,458 shares of Crown
common stock were subject to the stockholder and voting agreement, representing
approximately 9% of the outstanding shares of Crown common stock. Parties to the
stockholder and voting agreement also hold $3,000,000 of Senior Notes which can
be converted into 8,771,429 shares, options to acquire 1,917,500 shares, and
warrants to acquire up to 8,771,429 shares. If all of these notes, options, and
warrants were converted or exercised prior to the record date for the special
meeting, the parties to the stockholder and voting agreement would hold
21,472,816 shares, or 43.3% of the outstanding Crown common stock on a fully
diluted basis.
THE DISTRIBUTION AGREEMENT
On November 20, 2003, Solitario and Crown entered into a distribution
agreement with Kinross under which Solitario agreed, among other things, to file
a registration statement under the Exchange Act with the Securities and Exchange
Commission and all other necessary filings under applicable federal, state and
provincial laws of the United States and Canada to permit the distribution of
Solitario common stock by Crown to the Crown shareholders in accordance with
applicable law. Solitario further agreed to work in good faith and use its best
efforts to obtain the effectiveness of the registration statement and other
filings. Kinross and Crown agreed to cooperate in providing information required
to permit Solitario prepare the registration statement and other filings.
Solitario filed an amended registration statement on Form 10/A with the
SEC on April 22, 2004 that provides for the distribution of all of the shares of
Solitario common stock held by Crown to the Crown shareholders, other than those
shares, estimated to be approximately 1,000 shares, that could otherwise result
in Crown shareholders owning a fraction of a share of Solitario common stock.
Crown will make cash payment to its shareholders in lieu of fractional shares,
based upon the market price of Solitario common stock on the record date for the
distribution of Solitario shares. The registration statement is subject to
review and comment by the SEC prior the distribution of the Solitario common
stock.
Each of the parties agreed to bear its own expenses in performing their
obligations under the distribution agreement. Solitario agreed to indemnify
Crown and Kinross for certain untrue statements or omissions of material facts
in the registration statement, blue sky filings or other filings and for
violations of applicable securities laws. Crown and Kinross agreed to indemnify
Solitario for untrue statements in the registration statement to the extent the
statements were provided by Crown or Kinross.
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MARKET FOR SECURITIES
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The common shares of Kinross are listed and posted for trading on the
TSE and the NYSE. In addition, Kinross has issued warrants that are listed and
posted for trading on the TSX. The warrants are exercisable to acquire common
shares of Kinross. See "Description of Securities."
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DESCRIPTION OF SECURITIES
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KINROSS PREFERRED SHARES
A total of 384,613 shares of Kinross preferred shares are authorized and
outstanding. A summary of the terms of the Kinross preferred shares is set forth
below.
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.
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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, Kinross Gold U.S.A., Inc., holds 1,632,717 of the issued and
outstanding Kinam preferred shares, representing approximately 88.7% of the
outstanding number of such shares.
DIVIDENDS
Annual cumulative dividends of $3.75 per Kinam preferred share are
payable quarterly on each February 15, May 15, August 15, and November 15, as
and if declared by Kinam's board of directors. 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
Kinross has an unlimited number of common shares authorized and
345,929,995 common shares issued and outstanding as of March 31, 2004. There are
no limitations contained in the articles or bylaws of Kinross on the ability of
a person who is not a Canadian resident to hold Kinross common shares or
exercise the voting rights associated with Kinross common shares. A summary of
the rights of the Kinross common shares is set forth below.
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DIVIDENDS
Holders of Kinross common shares are entitled to receive dividends when,
as and if declared by the board of directors of Kinross out of funds legally
available therefor, provided that if any Kinross preferred shares or any other
preferred shares are at the time outstanding, the payment of dividends on common
shares or other distributions (including repurchases of common shares by
Kinross) will be subject to the declaration and payment of all cumulative
dividends on outstanding Kinross preferred shares and any other preferred shares
which are then outstanding. The OBCA provides that a corporation may not declare
or pay a dividend if there are reasonable grounds for believing that the
corporation is, or would after the payment of the dividend, be unable to pay its
liabilities as they fall due or the realizable value of its assets would thereby
be less than the aggregate of its liabilities and stated capital of all classes
of shares of its capital.
LIQUIDATION
In the event of the dissolution, liquidation, or winding up of Kinross,
holders of Kinross common shares are entitled to share rateably in any assets
remaining after the satisfaction in full of the prior rights of creditors,
including holders of Kinross' indebtedness, and the payment of the aggregate
liquidation preference of the Kinross preferred shares, and any other preferred
shares then outstanding.
VOTING
Holders of Kinross common shares are entitled to one vote for each share
on all matters voted on by shareholders, including the election of directors.
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.
240
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 U.S. $0.01 per an unlimited number of common shares without
share, of which there were 22,424,806 shares nominal or par value, of which there were 345.9
outstanding as of March 31, 2004 million shares outstanding as of March 31, 2004
40,000,000 preferred shares, par value U.S. $0.01 per 384,613 convertible preferred shares without
share, of which none were outstanding as of March 31, nominal or par value, of which there were 384,613
2004. Any increase in authorized capital stock of shares outstanding as of March 31, 2004.
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.
NUMBER OF DIRECTORS
CROWN KINROSS
The WBCA allows a corporation to specify the number of Under the OBCA, the number of directors is set out
directors that make up a full board in its articles of in the articles of the corporation. The OBCA
incorporation or bylaws. Crown's restated articles of requires, however, that a corporation whose
incorporation provide that the corporation must have at securities are publicly traded have not fewer than
least one director. Crown's bylaws provide that the three directors, at least one-third of whom are
number of directors shall be fixed by resolution of the not officers or employees of the corporation or
board of directors. Crown currently has seven any of its affiliates. However, where the
directors. Crown has a classified board of directors. articles provide for a minimum and maximum number
of directors, the shareholders may authorize the
directors by a resolution passed by at least
two-thirds of the votes cast by shareholders who
voted in respect of the resolution, to determine
the number of directors from time to time. The
articles of Kinross provide for a minimum of three
and a maximum of 15 directors. The board of
directors of Kinross have been authorized by a
resolution to set the number of directors from
time to time and such number has currently been
set at seven. It is contemplated that Kinross
will have seven directors upon completion of the
merger. Kinross' board of directors is not
classified.
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DIRECTOR QUALIFICATIONS
CROWN KINROSS
The bylaws of Crown require its directors to be at A majority of the directors of an OBCA corporation
least 18 years old. generally must be resident Canadians and a
majority of resident Canadian directors must be
present at a meeting in order to transact
business. Certain persons are disqualified by the
OBCA from being directors, such as bankrupts or
persons under 18 years of age or of unsound mind.
The bylaws of Kinross follow the qualifications
prescribed under the OBCA.
ELECTION OF DIRECTORS BY ZOLOTO
CROWN KINROSS
On April 15, 2002, Crown entered into a Voting Members of the board of directors of Kinross are
Agreement with Zoloto, Solitario, and Crown, which elected by the holders of Kinross common shares.
expires in June 2006. The Voting Agreement provides Kinross is not a party to, or aware of, any voting
that Zoloto and Solitario must each vote all of its agreement with respect to the election of
shares of Crown's common stock in favor of the election directors.
of three designees of Zoloto and one designee of
Solitario to Crown's board at any annual or special
meeting where directors are being elected during the
term of the agreement.
VACANCY ON THE BOARD OF DIRECTORS
CROWN KINROSS
While the WBCA provides that board vacancies, including Generally, under the OBCA, if a vacancy occurs in
those created by increasing the number of directors, the board of directors, the remaining directors,
may be filled by a vote of the shareholders or the if constituting a quorum, may appoint a qualified
board of directors, Crown's restated articles provide person to fill the vacancy for the remainder of
that vacancies may be filled only by the board of the vacating director's term. In the absence of a
directors, acting by a majority vote, even if less than quorum, the remaining directors shall call a
a quorum. meeting of shareholders to fill the vacancy. If
the shareholders have authorized the directors by
If a vacancy was held by a director elected by one or a resolution passed by at least two-thirds of the
more classes or series of shares, only those classes or votes cast by shareholders who voted in respect of
series may fill the vacancy. If a vacancy will occur the resolution, the directors may not, between
in the future due to a director's resignation at a meetings of shareholders, appoint additional
later date, it may be filled before the vacancy occurs, directors to fill vacancies created by increasing
but the new director may not be installed until the the number of directors, if the total number of
vacancy occurs. directors would thereby exceed by more than
one-third the number of directors required to have
been elected at the last annual meeting.
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REMOVAL OF DIRECTORS
CROWN KINROSS
Crown's restated articles provide that Crown's Under the OBCA, the shareholders of a corporation
shareholders can only remove directors for cause. may, by a resolution passed by a majority of the
votes cast thereon at a meeting of shareholders
called for that purpose, remove any director from
office and may elect any qualified person to fill
the resulting vacancy for the remainder of the
removed director's term.
AMENDMENTS TO GOVERNING DOCUMENTS
CROWN