AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2006
SEC FILE NO. 333-111516
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
AMENDMENT NO. 4
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)
THOMAS M. BOEHLERT
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 Offering Price Fee
-------------------------------------------------------------------------------------------------------------------
PREVIOUSLY INCLUDED 14,441,460(2) $7.798(4) $ 112,614,612(4) $9,111(4)
Common Shares, no par value
ADDITIONAL SHARES
Common Shares, no par value 215,493(3) $11.41(5) $ 2,457,969(5) $ 76(5)
===================================================================================================================
(1) An additional 215,493 common shares have been included as a result of a
change to the exchange ratio from 0.2911 common shares of Kinross Gold
Corporation ("Kinross") for each share of Crown Resources Corporation
("Crown") to 0.32 common shares of Kinross for each share of Crown
common stock and the exercise or conversion of outstanding options,
warrants, and convertible debt of Crown subsequent to the initial filing
date.
(2) The number of shares initially included was based on (i) (a) 20,488,101
shares of common stock, par value $0.01 per share, of 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 common shares for each share of Crown common stock
pursuant to the merger described herein.
(3) The additional Kinross common shares are based on (i) 46,002,239 shares
of common stock of Crown and warrants to acquire up to an additional
312,377 shares of common stock of Crown outstanding as of April 17,
2006; (ii) 511,640 shares of Crown common stock held by Kinross for
which Kinross shares will not be issued; and (iii) an amended exchange
ratio of 0.32 common shares of Kinross for each share of Crown common
stock.
(4) 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 for the shares initially included was
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 (2) 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. This
filing fee was paid in connection with the initial filing.
(5) 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 market value of
approximately 673,416 shares of Crown common stock that will be
converted into the 215,493 additional Kinross common shares included,
based on a market value of $3.65 per share of Crown common stock, the
average of the bid and asked price per share of the Crown common stock
on the OTC Bulletin Board on April 19, 2006.
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.
ii
SUBJECT TO COMPLETION, DATED APRIL 24, 2006
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. [GRAPHIC
OMITTED][GRAPHIC OMITTED] CROWN RESOURCES
[LOGO] KINROSS [LOGO] CROWN RESOURCES
[____________], 2006
Kinross Gold Corporation ("Kinross") and Crown Resources Corporation
("Crown") have agreed to the acquisition of Crown by Kinross under the terms of
a merger agreement. Crown's board of directors is recommending approval of the
plan of merger because it believes the merger will benefit Crown's shareholders
by creating greater shareholder value and by allowing shareholders to
participate in a larger, more diversified company. Certain of the members of the
board of directors of Crown are subject to a potential conflict of interest in
connection with the proposed merger. See the discussion in the attached Proxy
Statement/Prospectus under the caption "The Merger--Interests of Certain
Individuals."
Under the terms of the merger agreement, each share of Crown common
stock will be converted into 0.32 of a Kinross common share. Kinross will not
issue fractional shares and will pay cash in lieu thereof. Kinross estimates
that it will issue up to approximately 14.7 million Kinross common shares on a
fully-diluted basis in the merger and that immediately after the merger Crown
shareholders will hold up to approximately 4.1% of the then outstanding Kinross
common shares, based on the 347 million Kinross common shares outstanding on
April 14, 2006. Kinross common shares are listed and traded on the Toronto Stock
Exchange under the symbol "K" and on the New York Stock Exchange under the
symbol "KGC."
The proposed merger is subject to the approval of the Crown shareholders
and this Proxy Statement/ Prospectus is being sent to Crown shareholders in
order to solicit their support of the merger. This Proxy Statement/Prospectus
contains detailed information about the proposed merger and related matters. We
encourage you to read the entire Proxy Statement/Prospectus, including the
appendices, carefully prior to voting. YOU SHOULD PAY PARTICULAR ATTENTION TO
THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 19.
Your vote is very important. Whether or not you plan to attend the
special meeting, please take the time to vote by completing, signing, dating,
and mailing the enclosed proxy card to Crown or by providing voting instructions
to your broker.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE COMMISSION
HAS APPROVED OR DISAPPROVED THE KINROSS COMMON SHARES DESCRIBED IN THIS PROXY
STATEMENT/PROSPECTUS OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Proxy Statement/Prospectus is dated [__________________, 2006], and
is first being mailed to Crown shareholders on or about [__________, 2006].
1
ADDITIONAL INFORMATION
This Proxy Statement/Prospectus incorporates important business and
financial information about Kinross and Crown that is not included or delivered
with this document. Kinross and Crown file annual, quarterly and other reports
and other information with the Securities and Exchange Commission, or SEC. For a
listing of the documents available from the SEC, Kinross and Crown, please see
the section entitled "Where You Can Find More Information" beginning on page
230.
Kinross will provide you with copies of the information relating to
Kinross, without charge, upon written or oral request to Shelley M. Riley, Vice
President, Administration and Corporate Secretary:
Kinross Gold Corporation
52nd Floor, Scotia Plaza
40 King Street West
Toronto, Ontario, CANADA M5H 3Y2
Telephone: (416) 365-5198
Crown will provide you with copies of this information relating to
Crown, without charge, upon written or oral request to James R. Maronick, Chief
Financial Officer:
Crown Resources Corporation
4251 Kipling Street, Suite 390
Wheat Ridge, Colorado 80033
Telephone: (303) 534-1030
IN ORDER TO RECEIVE TIMELY DELIVERY OF THE DOCUMENTS IN ADVANCE OF THE
CROWN SPECIAL MEETING, KINROSS AND CROWN SHOULD RECEIVE YOUR REQUEST NO LATER
THAN [________________________], 2006.
2
CROWN RESOURCES CORPORATION
4251 KIPLING STREET, SUITE 390
WHEAT RIDGE, COLORADO 80033
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [__________], 2006
To the Shareholders of Crown Resources Corporation:
Notice is hereby given that a special meeting of the shareholders of
Crown Resources Corporation, a Washington corporation ("Crown"), will be held on
[__________], 2006, 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 the shareholders of Crown will receive 0.32 of a Kinross
common share for each share of Crown common stock and Crown will become
a wholly-owned subsidiary of Kinross upon completion of the merger;
2. a proposal to approve one or more adjournments of the
special meeting, if necessary, to permit further solicitation of proxies
if there are not sufficient votes at the time of the special meeting to
approve the plan of merger; and
3. such other matters as may properly come before the
meeting or any adjournment or postponement thereof.
Holders of record of shares of Crown common stock at the close of
business on [__________, 2006,] the record date for the special meeting, are
entitled to notice of, and to vote at, the special meeting and any adjournments
or postponements of the special meeting. At the close of business on the record
date, Crown had [_______] 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
[__________], 2006
3
TABLE OF CONTENTS
PAGE
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING...............................10
SUMMARY.......................................................................12
THE COMPANIES.................................................................12
Kinross Gold Corporation...................................................12
Crown Resources Corporation................................................12
THE MERGER....................................................................12
Reasons for the Merger.....................................................12
Terms of the Merger........................................................13
Dissenters' Rights in the Merger...........................................13
Material U.S. Federal Income Tax Consequences..............................14
Material Canadian Federal Income Tax Consequences..........................14
Recommendation of the Board of Directors...................................14
Management of Kinross After the Merger.....................................14
Interests of Certain Persons in the Merger.................................14
Principal Conditions to Completion of the Merger...........................14
Restrictions on Soliciting Alternative Transactions........................15
Kinross and Crown May Amend or Terminate the Merger Agreement..............15
Restrictions on Resale of Kinross Common Stock Issued in the Merger........15
Comparison of Shareholder Rights and Corporate Matters.....................16
Shares Held by Crown Directors and Executive Officers......................16
New Certificates for Common Shares.........................................16
COMPARATIVE PER SHARE DATA....................................................17
Financial Per Share Data...................................................17
SELECTED CONSOLIDATED FINANCIAL INFORMATION...................................17
TRADING PRICE DATA............................................................17
CURRENCY AND EXCHANGE RATE DATA...............................................18
GLOSSARY AND MEASUREMENTS CONVERSION TABLE....................................18
RISK FACTORS..................................................................19
RISKS RELATING TO THE BUSINESS OF THE COMBINED COMPANY........................19
RISKS RELATING TO THE MERGER..................................................28
CAUTIONARY STATEMENT..........................................................29
THE CROWN SPECIAL MEETING.....................................................30
GENERAL.......................................................................30
DATE, TIME, AND PLACE.........................................................30
PURPOSE OF THE SPECIAL MEETING................................................30
CROWN BOARD RECOMMENDATION....................................................30
RECORD DATE AND VOTING POWER..................................................30
VOTES REQUIRED................................................................30
STOCKHOLDER AND VOTING AGREEMENT..............................................31
QUORUM; ABSTENTIONS AND BROKER NON-VOTES......................................31
VOTING, PROXIES, AND REVOCATION...............................................31
SOLICITATION OF PROXIES AND EXPENSES..........................................32
PROPOSAL TO APPROVE ADJOURNMENT OF SPECIAL MEETING............................32
NO ADDITIONAL MATTERS.........................................................33
SHAREHOLDER PROPOSALS FOR THE CROWN 2005 ANNUAL MEETING.......................33
4
DIVIDEND POLICY...............................................................33
BUSINESS OF CROWN.............................................................33
OVERVIEW......................................................................33
RECENT DEVELOPMENTS...........................................................34
MATERIAL PROPERTIES...........................................................35
Buckhorn Mountain Project..................................................35
Other Property Interests...................................................40
MINERAL PROPERTY AND EXPLORATION EXPENDITURE OVERVIEW.........................40
EXPLORATION ACTIVITIES........................................................41
EMPLOYEES.....................................................................41
LEGAL PROCEEDINGS.............................................................41
STOCKHOLDER AND VOTING AGREEMENT..............................................42
PRINCIPAL SHAREHOLDERS OF CROWN...............................................43
CROWN SELECTED HISTORICAL FINANCIAL INFORMATION...............................44
CROWN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS......................................................45
BUSINESS OVERVIEW.............................................................45
RECENT FINANCING TRANSACTIONS.................................................46
CORPORATE REORGANIZATION......................................................47
RESULTS OF OPERATIONS.........................................................48
Limited Revenue Sources....................................................48
2005 vs. 2004..............................................................48
2004 vs. 2003..............................................................50
LIQUIDITY AND CAPITAL RESOURCES...............................................51
2005 vs. 2004..............................................................51
2004 vs. 2003..............................................................53
CONTRACTUAL OBLIGATIONS AND PLANNED EXPENDITURES..............................53
OFF-BALANCE SHEET ARRANGEMENTS................................................54
RELATED PARTY TRANSACTIONS....................................................54
CRITICAL ACCOUNTING ESTIMATES.................................................56
Mineral Properties, Net....................................................56
Exploration, Amortization and Impairment...................................56
Reserves...................................................................56
Gain and Loss on Derivative Instruments and Trading Securities.............57
ENVIRONMENTAL, PERMITTING AND LEGAL...........................................57
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER
FINANCIAL REPORTING...........................................................58
Disclosure Controls and Procedures.........................................58
Internal Control Over Financial Reporting..................................59
Steps Taken to Address Material Weaknesses and Deficiencies and
Inherent Limitation....................................................59
Integrity of the Financial Information.....................................59
RECENT ACCOUNTING PRONOUNCEMENTS..............................................60
DISCLOSURE ABOUT MARKET RISKS.................................................61
EQUITY PRICE RISKS............................................................61
INTEREST RATE RISKS...........................................................61
FLUCTUATIONS IN COMMODITY PRICES..............................................62
5
BUSINESS OF KINROSS...........................................................62
OVERVIEW......................................................................62
Three Year History.........................................................62
CORPORATE STRUCTURE...........................................................65
OPERATIONS....................................................................66
Employees..................................................................66
Competitive Conditions.....................................................66
ENVIRONMENTAL PROTECTION......................................................66
General....................................................................66
Permitting--Buckhorn Project...............................................67
CERCLA Action..............................................................67
Operations.................................................................68
Gold Equivalent Production (Ounces)........................................68
MARKETING.....................................................................70
MINERAL RESERVES AND MINERAL RESOURCES........................................71
Cautionary Note to United States Investors Concerning Estimates
of Measured and Indicated Resources....................................72
MATERIAL PROPERTIES...........................................................76
Fort Knox Mine and Area, Alaska............................................76
The Porcupine Joint Venture................................................82
La Coipa Mine..............................................................90
Paracatu Mine..............................................................94
Refugio Mine..............................................................100
Round Mountain............................................................105
DIVIDEND POLICY..............................................................112
LEGAL PROCEEDINGS............................................................112
Class Action..............................................................112
The Hellenic Gold Properties Litigation...................................113
Summa.....................................................................113
Income Taxes..............................................................114
Regulatory Investigations.................................................115
DESCRIPTION OF CAPITAL STRUCTURE.............................................115
MANAGEMENT OF KINROSS........................................................116
DIRECTORS....................................................................116
OFFICERS.....................................................................119
INDEMNIFICATION OF DIRECTORS AND OFFICERS....................................121
CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS.....................122
EXECUTIVE COMPENSATION.......................................................123
Option Grants in Last Fiscal Year.........................................125
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year
End Option Values.....................................................126
Pension and Other Benefit Plans...........................................126
Employment Contracts......................................................127
Certain Transactions......................................................127
Interest of Management and Others in Material Transactions................128
Directors and Officers' Insurance.........................................128
Compensation of Directors.................................................128
Report on 2005 Executive Compensation.....................................129
PRINCIPAL SHAREHOLDERS OF KINROSS............................................136
MARKET PRICE FOR KINROSS COMMON SHARES.......................................137
6
KINROSS SELECTED FINANCIAL DATA..............................................138
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF KINROSS...................138
EXCHANGE RATE DATA...........................................................140
KINROSS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.....................................................141
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2005....141
OVERVIEW.....................................................................142
IMPACT OF KEY ECONOMIC TRENDS................................................145
STRATEGY.....................................................................149
DEVELOPMENTS.................................................................149
CONSOLIDATED FINANCIAL RESULTS...............................................152
OTHER OPERATING SEGMENTS.....................................................161
LIQUIDITY AND CAPITAL RESOURCES..............................................167
QUARTERLY INFORMATION........................................................172
CRITICAL ACCOUNTING POLICIES AND ESTIMATES...................................173
RECENT PRONOUNCEMENTS AND ACCOUNTING CHANGES.................................177
RISK ANALYSIS................................................................178
THE MERGER...................................................................183
GENERAL......................................................................183
BACKGROUND OF THE MERGER.....................................................184
REASONS FOR THE MERGER--ADVANTAGES AND DISADVANTAGES.........................188
Kinross...................................................................188
Crown.....................................................................188
INTERESTS OF CERTAIN INDIVIDUALS.............................................190
STOCK OPTIONS................................................................191
REGULATORY APPROVALS REQUIRED................................................191
DISSENTERS' RIGHTS OF APPRAISAL..............................................191
Requirements for Exercising Dissenters' Rights............................191
Dissenters' Notice Procedure..............................................192
Payment Procedure.........................................................192
Payment Disputes..........................................................193
Fair Value................................................................194
ACCOUNTING FOR THE MERGER....................................................194
DELIVERY OF CERTIFICATES FOR KINROSS COMMON SHARES...........................194
PAYMENT IN LIEU OF ISSUING FRACTIONAL SHARES.................................194
EXPENSES OF THE MERGER.......................................................194
RESTRICTIONS ON TRANSFER OF KINROSS COMMON SHARES............................195
United States.............................................................195
Canada....................................................................195
AGREEMENTS RELATING TO THE MERGER............................................196
THE MERGER AGREEMENT.........................................................196
Structure of the Merger...................................................196
Effective Time and Timing of Closing......................................196
Consideration to be Received in the Merger................................196
Exchange of Certificates Representing Crown Common Stock..................196
Distribution of Solitario Common Stock....................................197
Treatment of Crown Stock Options..........................................197
Treatment of Crown Warrants...............................................197
Representations and Warranties............................................197
Conduct of Business Pending the Merger....................................198
7
Offers for Alternative Transactions.......................................198
Conditions to the Parties' Obligations to Close the Merger................199
Termination and Effects of Termination....................................201
Expenses..................................................................202
Additional Agreements.....................................................202
Amendment.................................................................203
Waiver....................................................................203
STOCKHOLDER AND VOTING AGREEMENT.............................................203
THE DISTRIBUTION AGREEMENT...................................................204
MARKET FOR SECURITIES........................................................204
DESCRIPTION OF SECURITIES....................................................205
KINROSS PREFERRED SHARES.....................................................205
KINAM CONVERTIBLE PREFERRED SHARES...........................................205
Dividends.................................................................205
Conversion................................................................205
Redemption................................................................205
Voting Rights.............................................................205
WARRANTS.....................................................................205
KINROSS COMMON SHARES........................................................206
Dividends.................................................................206
Liquidation...............................................................206
Voting....................................................................206
Shareholder Rights Plan...................................................206
TRANSFER AGENT...............................................................208
COMPARISON OF RIGHTS OF HOLDERS OF KINROSS COMMON SHARES AND HOLDERS OF
CROWN COMMON STOCK........................................................208
GENERAL PROVISIONS...........................................................209
Authorized Capital........................................................209
Number of Directors.......................................................209
Director Qualifications...................................................210
Election of Directors by Zoloto...........................................210
Vacancy on the Board of Directors.........................................210
Removal of Directors......................................................211
Amendments to Governing Documents.........................................211
Quorum of Shareholders....................................................211
Special Shareholder Meetings..............................................212
Shareholder Consent Instead of a Meeting..................................212
Significant Transactions..................................................212
Shareholder Proposals and Advance Notice Requirements.....................213
Dissenters' Rights........................................................214
Shareholder Derivative Actions............................................215
Oppression Remedy.........................................................215
Payment of Dividends......................................................216
Repurchase of Shares......................................................216
8
Fiduciary Duties of Directors.............................................217
Indemnification of Officers and Directors.................................217
Director Liability........................................................218
Access to Corporate Records...............................................219
Transactions With Interested Directors....................................219
Anti-Takeover Provisions and Interested Shareholder Transactions..........220
TAX CONSEQUENCES.............................................................222
UNITED STATES FEDERAL TAX CONSEQUENCES.......................................222
General...................................................................222
United States Federal Tax Consequences of the Merger......................223
Withholding With Respect to Cash Paid in Lieu of Fractional
Kinross Shares........................................................224
United States Federal Tax Consequences to U.S. Holders Owning
and Disposing of Kinross Common Shares................................224
Taxation of Dividends on Kinross Common Shares............................224
Taxation on Sale or Exchange of Kinross Common Shares.....................225
Passive Foreign Investment Company Considerations.........................225
U.S. Information Reporting and Backup Withholding.........................227
CANADIAN FEDERAL TAX CONSEQUENCES............................................227
U.S. Shareholders and Warrant Holders.....................................228
Canadian Shareholders and Warrant Holders.................................228
EXPERTS......................................................................229
VALIDITY OF KINROSS COMMON SHARES............................................230
WHERE YOU CAN FIND MORE INFORMATION..........................................230
GLOSSARY OF TECHNICAL TERMS USED IN THIS DOCUMENT............................231
MEASUREMENTS CONVERSION TABLE................................................243
INDEX TO FINANCIAL STATEMENTS................................................244
APPENDICES
Appendix A - Merger Agreement.............................................A-1
Appendix B - Washington Dissenters' Rights Statute........................B-1
9
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
Q. WHY IS MY VOTE IMPORTANT?
A. The plan of merger must be approved by at least two-thirds of the shares
of Crown common stock outstanding on the record date. If you do not
return your proxy card or vote at the special meeting, it will be more
difficult for Crown to obtain the necessary approval of the plan of
merger, because your failure to vote will have the same practical effect
as a vote against the plan of merger.
Q. WHAT DO I NEED TO DO NOW?
A. After you have carefully read this document, please complete, sign, and
date your proxy and return it in the enclosed postage-paid return
envelope as soon as possible. This will enable your shares to be
represented and voted at the special meeting. If your shares are held in
a brokerage account, you must provide instructions to your broker in
order for your shares to be voted on the plan of merger.
Q. CAN I CHANGE MY VOTE?
A. Yes. If you are a record holder, you can change your vote at any time
before your proxy is voted at the special meeting by:
o delivering to the Secretary of Crown a signed written notice of
revocation;
o delivering to the Secretary of Crown a signed proxy card with a
later date; or
o attending the special meeting and voting in person. However,
your attendance alone will not revoke your proxy.
If your shares are held in a "street name" account, you must timely
contact your broker, bank, or other nominee to change your vote.
To ensure that a notice of revocation is received and acted upon, please
send the notice so that it is received, at the latest, one business day
before the special meeting.
Q. CAN I ATTEND THE MEETING AND VOTE MY SHARES IN PERSON?
A. Yes. All shareholders are invited to attend the special meeting.
Shareholders of record can vote in person at the special meeting. If
your shares are held in street name, then you are not the shareholder of
record and you must ask your broker, bank, or other nominee how you can
vote at the meeting.
Q. IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER OR BANK, WILL MY
BROKER OR BANK VOTE MY SHARES FOR ME?
A. No, your broker or bank will not vote your shares on the plan of merger
unless you provide instructions on how to vote. You should follow the
directions provided by your broker or bank regarding how to instruct
your broker or bank to vote your shares.
10
Q. WHAT IF I FAIL TO INSTRUCT MY BROKER OR BANK ABOUT HOW TO VOTE?
A. Your failure to instruct your broker, bank, or other nominee to vote
your shares will have the same effect as a vote against approval of the
plan of merger.
Q. SHOULD I SEND IN MY STOCK CERTIFICATES NOW?
A. No. After the merger is completed, you will receive a transmittal form
with instructions for the surrender of Crown stock certificates. Please
do not send in your stock certificates with your proxy.
Q. WHO CAN HELP ANSWER MY QUESTIONS?
A. You should contact Christopher E. Herald at Crown Resources Corporation,
4251 Kipling Street, Suite 390, Wheat Ridge, Colorado 80033, telephone
(303) 534-1030, or by e-mail to cherald@aol.com.
You also may obtain additional information about Kinross and Crown from
the documents filed with the Securities and Exchange Commission or by
following the instructions in the section entitled "Where You Can find
More Information" on page 230.
11
--------------------------------------------------------------------------------
SUMMARY
THIS SUMMARY HIGHLIGHTS MATERIAL INFORMATION ABOUT THE PROPOSED MERGER
THAT IS MORE FULLY DISCUSSED ELSEWHERE IN THIS DOCUMENT. THIS SUMMARY DOES NOT
CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. TO UNDERSTAND THE
MERGER FULLY, WE ENCOURAGE YOU TO READ THE ENTIRE PROXY STATEMENT/PROSPECTUS,
INCLUDING THE MERGER AGREEMENT AND THE OTHER DOCUMENTS ATTACHED AS APPENDICES TO
THIS PROXY STATEMENT/PROSPECTUS. ALL INFORMATION CONCERNING KINROSS INCLUDED IN
THIS DOCUMENT HAS BEEN FURNISHED BY KINROSS, AND ALL INFORMATION CONCERNING
CROWN INCLUDED IN THIS DOCUMENT HAS BEEN FURNISHED BY CROWN.
THE COMPANIES
KINROSS GOLD CORPORATION
Kinross is principally engaged in the exploration for and the
acquisition, development, and operation of gold bearing properties in the
Americas. Kinross' principal product and source of cash flow is gold. Kinross is
amalgamated under and is governed by the laws of Ontario, Canada. Kinross
organized Crown Merger Corporation in the state of Washington for the sole
purpose of completing the merger and the acquisition of Crown. Crown Merger has
no operations or assets.
Kinross' principal offices are located at Suite 5200, Scotia Plaza, 40
King Street West, Toronto, Ontario, M5H 3Y2. Kinross' telephone number is (416)
365-5123. Kinross' corporate website is WWW.KINROSS.COM. The information on
Kinross' website is not incorporated by reference into this Proxy
Statement/Prospectus.
In Canada, the Kinross common shares trade on the Toronto Stock Exchange
(the "TSX") under the symbol "K." The Kinross common shares trade on the New
York Stock Exchange (the "NYSE") under the symbol "KGC." See "Business of
Kinross" beginning on page 62.
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. Unless the context requires otherwise, "Crown"
refers to Crown Resources Corporation and its consolidated subsidiairies.
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 33.
THE MERGER
REASONS FOR THE MERGER
Crown is the owner of a potential mining property referred to as the
Buckhorn Mountain Project. Crown has conducted exploration activities, completed
a feasibility study, and begun the necessary permitting process to seek to
develop the Buckhorn Mountain Project into a producing gold mine. However, Crown
may lack the future financial resources necessary to complete the permitting
process and does not currently have the funds required to commence mining at the
Buckhorn Mountain Project site. In addition to permitting and capital costs,
Crown would be obligated to obtain the required bonding in order to commence
mining at the Buckhorn Mountain Project. Battle Mountain, the former joint
venture partner of Crown which had previously managed the Buckhorn Mountain
Project and provided significant access to financial resources, withdrew as a
result of permitting delays and associated costs and transferred its interest in
the Buckhorn Mountain Project to Crown in July 2001. Crown has no assurance that
it would have access to the financial funding necessary to commence operations
at the Buckhorn Mountain Project.
--------------------------------------------------------------------------------
12
--------------------------------------------------------------------------------
Kinross is an established gold mining company that owns the Kettle River
mill, the only operating gold ore processing facility located near the Buckhorn
Mountain Project and within the state of Washington. Kinross currently has
access to the technical personnel and funding necessary to pursue the
permitting, construction, and operation of the Buckhorn Mountain Project. The
Kettle River mill and tailings facilities will be used to process the ore from
the Buckhorn Mountain Project and gives Kinross unique permitting and
operational synergies with the Buckhorn Mountain Project. In addition, the
increase in gold prices over the past several years supports the development of
the Buckhorn Mountain Project on an accelerated basis.
On the basis of the foregoing, the proposed merger substantially
eliminates future permitting and financial risks to the Crown shareholders'
interest in the development of the Buckhorn Mountain Project and, at the same
time, permits Kinross to take advantage of the synergies between its existing
operations and facilities and the Buckhorn Mountain Project. The merger terms
were determined in negotiations between Crown and Kinross and are, in the
opinion of Crown's board of directors, fair to the Crown shareholders. Two of
the members of the board of directors of Crown who are also employees will
receive termination payments in connection with the merger. See "The
Merger--Reasons for the Merger--Advantages and Disadvantages" beginning on page
188 and "The Merger--Interests of Certain Individuals" at page 190.
TERMS OF THE MERGER
In the merger, Kinross will acquire complete ownership of Crown. Each
outstanding share of Crown common stock, other than shares held by Kinross or
its affiliates, will be converted into 0.32 of a Kinross common share.
Fractional shares will be paid in cash. For example, if you own 110 shares of
Crown common stock, then you will receive 35 Kinross common shares, plus an
amount in cash equal to the market value of 0.2 of a Kinross common share. The
total number of Kinross common shares to be issued in the merger will vary
depending on whether outstanding warrants to purchase Crown common stock are
exercised prior to the record date for the completion of the merger for cash or
on a cashless basis, as permitted by the terms of the Crown warrants. However,
Kinross estimates that it will issue approximately 14.7 million Kinross common
shares in the merger. On completion of the merger, Crown shareholders will hold
approximately 4.1% of the outstanding Kinross common shares and Crown will be a
wholly-owned subsidiary of Kinross.
At the election of the holder of any unexercised warrant to purchase
Crown common stock, the warrant will be exchanged for 0.32 of a Kinross common
share for each share of Crown common stock that would have been issued if the
warrant had been exercised on a cashless basis immediately prior to the merger.
If a warrant holder does not make this election, the warrant will represent the
right to acquire Kinross common shares subsequent to the merger, with the number
of shares and the exercise price appropriately adjusted on the basis of the
merger exchange ratio. Crown currently does not anticipate its remaining warrant
holders will exercise any of the warrants, representing the right to acquire a
total of 312,377 shares, prior to the record date for the completion of the
merger.
The merger is expected to be completed as soon as practicable after the
special meeting.
See "The Merger" beginning on page 183.
DISSENTERS' RIGHTS IN THE MERGER
Under applicable Washington law, you may assert dissenters' rights and
receive a cash payment for the fair value of your shares, but only if you comply
with all requirements of Washington law as set forth in Appendix B of this Proxy
Statement/Prospectus. Pursuant to your dissenters' rights under Washington law,
you may seek a determination by a Washington court of the fair value of your
shares. The fair value determined by the court may be more than, less than, or
equal to the value of the consideration to be paid in the merger. Kinross'
obligation to consummate the merger is conditioned upon no more than 5% of the
Crown shareholders exercising dissenters' rights immediately prior to the
effective time of the merger. See "The Merger--Dissenters' Rights of Appraisal"
beginning on page 191.
--------------------------------------------------------------------------------
13
--------------------------------------------------------------------------------
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
Parr Waddoups Brown Gee & Loveless, A Professional Corporation, counsel
to Kinross, has delivered its opinion to Kinross and Crown that, based on the
assumed accuracy of factual assumptions and representations of Kinross and
Crown, the merger will qualify as a reorganization for U.S. federal income tax
purposes, which means that Crown shareholders and warrant holders generally will
not recognize any gain or loss on the merger for United States federal income
purposes, except with respect to 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 222.
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 227.
RECOMMENDATION OF THE BOARD OF DIRECTORS
Crown's board of directors believes the merger is in the best interests
of the Crown shareholders and has unanimously adopted the plan of merger. The
Crown board unanimously recommends that the Crown shareholders vote "FOR"
approval of the plan of merger. See "The Crown Special Meeting--Crown Board
Recommendation" beginning on page 30. Two members of the Crown board who are
also employees will receive termination payments in connection with the proposed
merger. See "The Merger--Interests of Certain Individuals" beginning on page
190.
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 183
and 116, 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 190.
PRINCIPAL CONDITIONS TO COMPLETION OF THE MERGER
The merger is conditioned on the following:
o approval of the plan of merger by the holders of at least
two-thirds of the Crown common stock outstanding as of the
record date for the Crown special meeting;
o no more than 5% of Crown shareholders exercising dissenters'
rights;
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;
--------------------------------------------------------------------------------
14
--------------------------------------------------------------------------------
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 199.
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 198 and "Stockholder and Voting Agreement" beginning on page 203.
KINROSS AND CROWN MAY AMEND OR TERMINATE THE MERGER AGREEMENT
Kinross and Crown can mutually agree to terminate the merger agreement
at any time before completing the merger. Also, either of Kinross or Crown may,
without the other's consent, but subject to limitations, terminate the merger
agreement:
o if the merger has not been completed on or before December 31,
2006;
o if approval of the merger by Crown's shareholders is not
obtained;
o if a ruling or an injunction prohibiting or restraining the
merger has been issued or any law prohibits the merger;
o if the other company has breached its representations,
warranties, or covenants under the merger agreement;
o if the Crown board of directors withdraws its recommendation of
the merger or recommends or enters into a transaction providing
for the acquisition of Crown by an entity other than Kinross; or
o for other reasons described under the heading "Agreements
Relating to the Merger--The Merger Agreement--Termination and
Effects of Termination" beginning on page 201.
In some instances, termination of the merger agreement will require
Crown to pay to Kinross a termination fee of U.S. $2.0 million.
RESTRICTIONS ON RESALE OF KINROSS COMMON STOCK ISSUED IN THE MERGER
Except for shares issued to "affiliates" of Crown, as that term is
defined in Rule 144 under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), all Kinross common shares to be issued to U.S. shareholders
of Crown in connection with the merger will be transferable without further
registration under the Securities Act. Sales by affiliates of Crown must be made
in accordance with the requirements of Rules 144 and 145 under the Securities
Act.
--------------------------------------------------------------------------------
15
--------------------------------------------------------------------------------
Kinross common shares issued to Canadian shareholders of Crown in
connection with the merger will be distributed in reliance on exemptions from
the registration and prospectus requirements of Canadian securities laws, and
will be freely tradable in or into Canada through appropriately registered
dealers provided the conditions of the exemptions are met at the time of such
transaction.
See "The Merger--Restrictions on Transfer of Kinross Common Shares" beginning on
page 195.
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 208.
SHARES HELD BY CROWN DIRECTORS AND EXECUTIVE OFFICERS
At the close of business on the record date, Crown's directors and
executive officers and their affiliates owned and were entitled to vote
19,568,940 shares of Crown common stock, which represented approximately 42.5%
of the shares of Crown common stock outstanding on that date. Of this amount,
18,639,640 shares, approximately 40.5% of the outstanding, are subject to a
voting agreement with Kinross, providing for the shares to be voted in favor of
the plan of merger. See "Principal Shareholders of Crown" beginning on page 43
and "Agreements Relating to the Merger--Stockholder and Voting Agreement"
beginning on page 203.
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 196.
--------------------------------------------------------------------------------
16
--------------------------------------------------------------------------------
COMPARATIVE PER SHARE DATA
FINANCIAL PER SHARE DATA
The following table sets forth, for the periods indicated, selected
historical per share data for Kinross common shares and shares of Crown common
stock prepared in accordance with CDN GAAP and U.S. GAAP. The information
presented below should be read in conjunction with the historical audited
consolidated financial statements for the three years ended December 31, 2005,
and related notes of each of Kinross and Crown included in this Proxy
Statement/Prospectus.
AS AT AND AS AT AND
FOR THE FOR THE
YEAR YEAR
ENDED ENDED
DECEMBER 31, DECEMBER 31,
------------ ------------
2005 2005
---- ----
CDN GAAP U.S. GAAP
KINROSS COMMON SHARES
Net earnings:
Net loss per share ....................................... $(0.63) $(0.54)
Cash dividends per Kinross common share:
Historical ............................................... - -
Book value per Kinross common share at period end:
Historical ............................................... $ 3.12 $ 3.11
CROWN COMMON STOCK
Net earnings:
Net loss per share ....................................... $(0.02)
Per share equivalent ..................................... (0.06)
Cash dividends per Crown common share:
Historical(1) ............................................ $ 0.21
Per share equivalent ..................................... 0.66
Book Value per Crown common share at period end:
Historical ............................................... $ 0.53
Per share equivalent ..................................... 1.65
-------------------------
(1) Crown paid a $0.21 per share dividend in July 2005, which was the only
cash dividend it has paid in its history. Crown does not anticipate
paying dividends in the future.
Equivalent per share data in respect of the shares of Crown common stock
has been calculated by dividing the Crown amounts by the exchange ratio of 0.32.
Additional information regarding historical trading prices for Kinross common
shares can be found under "Market Price for Kinross Common Shares" on page 137.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
Kinross' selected consolidated financial information can be found under
the caption "Kinross Selected Financial Data" beginning on page 138.
TRADING PRICE DATA
The table below presents the per share closing prices of Kinross common
shares on the TSX and the NYSE and Crown common stock on the OTC Bulletin Board
as of October 7, 2003, the last trading day before announcement of the merger
agreement, and April 17, 2006, a recent trading date. The table also sets forth
the equivalent per share price for Crown common stock. This price is calculated
by multiplying the price of the Kinross common shares as reported by the NYSE by
the merger exchange ratio of 0.32. For more detailed trading price information
of Kinross common shares, see "Market Price for Kinross Common Shares" on page
137.
--------------------------------------------------------------------------------
17
--------------------------------------------------------------------------------
Kinross common Kinross common Crown common
shares (historical) shares (historical) stock (historical) Crown common
on the TSX on the NYSE OTC stock (equivalent)
October 7, 2003 $10.07 $7.58 $1.50 $2.43
April 17, 2006 $11.54 $10.57 $3.49 $3.38
Crown shareholders should obtain current market quotations for Kinross
common shares and Crown common stock in considering the proposal to approve the
plan of merger. No assurance can be given as to the market prices of Kinross
common shares or Crown common stock at any time before the merger or the market
price of Kinross common shares at any time after merger. The exchange ratio will
not be adjusted for increases or decreases in the market price of Kinross common
shares or Crown common stock, regardless of when they occur.
Kinross has not paid cash dividends on its common shares. Crown
distributed its shares of Solitario common stock held by it to its shareholders
in 2004 and a cash dividend of $0.21 per share in 2005, but does not currently
anticipate paying dividends in the future. Kinross has made an application for,
and the TSX has conditionally approved, the listing of the Kinross common shares
issuable in connection with the merger, subject to the receipt by the TSX of (i)
written confirmation of the date of completion of the merger and the exact
number of shares issued or to be issued; (ii) an executed copy of the
Acquisition Agreement and Plan of Merger and all other material agreements;
(iii) a copy of the form of any warrants assumed by Kinross as a result of the
merger; (iv) a customary legal opinion of counsel to Kinross regarding, among
other things, due authorization of the common shares issued in the merger; and
(v) payment of the required listing fee.
CURRENCY AND EXCHANGE RATE DATA
References in this document to "$," "dollars," "U.S. dollars," or "U.S.
$," are to the currency of the United States, and references to "Canadian
dollars," or "CDN $," are to the currency of Canada. On April 17, 2006, the noon
buying rate as reported by the Bank of Canada was CDN $1.1453 per U.S. $1.00.
This information should not be construed as a representation that the Canadian
dollar amounts actually represent, or could be converted into, U.S. dollars at
the rate indicated. See "Kinross Selected Financial Data--Exchange Rate Data"
beginning on page 140.
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 231. A table providing information for converting metric measurements to
imperial measurements is under "Measurements Conversion Table" on page 244.
--------------------------------------------------------------------------------
18
--------------------------------------------------------------------------------
RISK FACTORS
--------------------------------------------------------------------------------
An investment in the Kinross common shares involves certain risks. In
addition to considering the other information in this Proxy
Statement/Prospectus, you should consider carefully the following factors in
deciding whether to vote in favor of the plan of merger. If any of these risks
occur, or if other risks not currently anticipated or fully appreciated occur,
the business and prospects of Kinross could be materially adversely affected,
which could have an adverse effect on the trading price for its shares.
RISKS RELATING TO THE BUSINESS OF THE COMBINED COMPANY
KINROSS' MINERAL EXPLORATION AND MINING OPERATIONS INVOLVE SIGNIFICANT RISKS,
INCLUDING THE DIFFICULT NATURE OF ESTABLISHING THE EXISTENCE OF ECONOMIC
MINERALIZATION, SIGNIFICANT UP-FRONT CAPITAL REQUIREMENTS, VARIABILITY IN
DEPOSITS, AND OTHERS THAT MAY RESTRICT KINROSS' ABILITY TO RECEIVE AN ADEQUATE
RETURN ON ITS CAPITAL IN THE FUTURE.
The exploration and development of mineral deposits involves significant
financial and other risks over an extended period of time, which even a
combination of careful evaluation, experience, and knowledge may not eliminate.
Few mining properties that are explored are ultimately developed into producing
mines. Major expenditures are required to establish reserves by drilling and to
construct mining and processing facilities. Large amounts of capital are
frequently required to purchase necessary equipment. Delays due to equipment
malfunction or inadequacy may adversely affect Kinross' results of operations.
It is impossible to ensure that the current or proposed exploration programs on
properties in which Kinross has an interest will result in profitable commercial
mining operations.
Whether a gold deposit will be commercially viable depends on a number
of factors, including the particular attributes of the deposit, such as its size
and grade, costs and efficiencies of the recovery methods that can be employed,
proximity to infrastructure, financing costs and governmental regulations,
including regulations relating to prices, taxes, royalties, infrastructure, land
use, importing and exporting of gold, and environmental protection. The effect
of these factors cannot be accurately predicted, but the combination of these
factors may result in Kinross not receiving an adequate return on its invested
capital.
KINROSS IS SUBJECT TO RISKS CAUSED BY VARIOUS EXTERNAL FACTORS, INCLUDING LEGAL
LIABILITY CREATED BY ITS OPERATIONS.
The operations of Kinross are subject to the hazards and risks normally
incident to exploration, development, and production of gold, any of which could
result in damage to life or property, environmental damage and possible legal
liability for such damage. The activities of Kinross may be subject to prolonged
disruptions due to weather conditions depending on the location of operations in
which Kinross has interests. Hazards, such as unusual or unexpected formations,
faults and other geologic structures, rock bursts, pressures, cave-ins,
flooding, or other conditions may be encountered in the exploration, mining, and
removal of material.
CHANGES TO THE EXTENSIVE FOREIGN REGULATORY AND ENVIRONMENTAL RULES AND
REGULATIONS TO WHICH KINROSS IS SUBJECT COULD HAVE A MATERIAL ADVERSE EFFECT ON
KINROSS' FUTURE OPERATIONS.
Kinross' mining and processing operations and exploration activities in
the Americas, Russia, Africa, and other countries and regions are subject to
various laws and regulations governing the protection of the environment,
exploration, development, production, exports, taxes, labor standards,
occupational health, waste disposal, toxic substances, mine safety, and other
matters. The legal and political circumstances outside of North America cause
these risks to be different from, and in many cases, greater than, comparable
risks associated with operations within North America. New laws and regulations,
amendments to existing laws and regulations, or more stringent implementation of
existing laws and regulations could have a material adverse impact on Kinross,
increase costs, cause a reduction in levels of production and/or delay or
prevent the development of new mining properties.
19
Compliance with these laws and regulations requires significant expenditures and
increases the mine development and operating costs of Kinross. Changes in
regulations and laws could adversely affect Kinross' operations or substantially
increase the costs associated with those operations.
Kinross' exploration programs in North America are subject to federal,
state, and local environmental regulations. Some of Kinross' mining claims are
on United States public lands. The United States Forest Service (the "USFS") and
Bureau of Land Management (the "BLM") extensively regulate mining operations
conducted on public lands. Most operations involving the exploration for
minerals are subject to laws and regulations relating to exploration procedures,
safety precautions, employee health and safety, air quality standards, pollution
of stream and fresh water sources, odor, noise, dust, and other environmental
protection controls adopted by federal, state, and local governmental
authorities as well as the rights of adjoining property owners. In addition, in
order to conduct mining operations, Kinross will be required to obtain
performance bonds related to environmental permit compliance. These bonds may
take the form of cash deposits or, if available, could be provided by outside
insurance policies. Kinross may be required to prepare and present to federal,
state, or local authorities' data pertaining to the effect or impact that any
proposed exploration or mining activity may have upon the environment. All
requirements imposed by any such authorities may be costly and time-consuming
and may delay commencement or continuation of exploration or production
operations.
KINROSS IS SUBJECT TO RISKS AND EXPENSES RELATED TO RECLAMATION COSTS AND
RELATED LIABILITIES. INCREASES IN THESE COSTS OVER CURRENT ESTIMATES COULD HAVE
A MATERIAL ADVERSE EFFECT ON KINROSS.
Kinross is generally required to submit for government approval a
reclamation plan and to pay for the reclamation of its mine sites upon the
completion of mining activities. Kinross estimates the net present value of
future cash outflows for reclamation costs under CICA Handbook Section 3110 at
$175.9 million as at December 31, 2005 based on information available as of that
date. In addition, Kinross spent $24.0 million in 2005 and plans reclamation
spending of approximately $36.3 million in 2006 as part of its plans to advance
closure projects towards post-closure monitoring by the end of 2006. Any
increases over the current estimates of these costs could have a material
adverse effect on Kinross.
KINROSS IS SUBJECT TO RISKS RELATED TO ENVIRONMENTAL LIABILITY, INCLUDING
LIABILITY FOR ENVIRONMENTAL DAMAGES CAUSED BY MINING ACTIVITIES PRIOR TO
OWNERSHIP BY KINROSS. THE PAYMENT OF SUCH LIABILITIES WOULD REDUCE FUNDS
OTHERWISE AVAILABLE AND COULD HAVE A MATERIAL ADVERSE EFFECT ON KINROSS.
Mining, like many other extractive natural resource industries, is
subject to potential risks and liabilities associated with pollution of the
environment and the disposal of waste products occurring as a result of mineral
exploration and production. Environmental liability may result from mining
activities conducted by others prior to the ownership of a property by Kinross.
The payment of such liabilities would reduce funds otherwise available and could
have a material adverse effect on Kinross. Should Kinross be unable to fund
fully the cost of remedying an environmental problem, Kinross might be required
to suspend operations or enter into interim compliance measures pending
completion of the required remedy, which could have a material adverse effect on
the operations and business of Kinross.
KINROSS' OPERATIONS COULD BE ADVERSELY AFFECTED BY CHANGES IN MINING LAWS
RELATED TO ROYALTIES, NET PROFIT PAYMENTS, LAND AND MINERAL OWNERSHIP AND
SIMILAR MATTERS.
Bills proposing major changes to the mining laws of the United States
have been considered by the U.S. Congress. If these bills, which may include
royalty fees or net profit payments, are enacted in the future, they could have
a significant effect on the ownership, use, operation and profitability of
mining claims in the United States, including claims that Kinross owns or holds.
Any amendment to current laws and regulations governing the rights of
leaseholders or the payment of royalties, net profits interests or similar
amounts, or more stringent implementation thereof in the United States or other
countries where Kinross has operations, could have a material adverse impact on
Kinross' financial condition and results of operation.
20
THE BUSINESS OF KINROSS IS ADVERSELY AFFECTED BY THE LACK OF INFRASTRUCTURE NEAR
ITS MINE SITES.
Mining, processing, development, and exploration activities depend, to
one degree or another, on adequate infrastructure. Reliable roads, bridges,
power sources, and water supply are important determinants which affect capital
and operating costs. Lack of such infrastructure or unusual or infrequent
weather phenomena, sabotage, terrorism, government, or other interference in the
maintenance or provision of such infrastructure could adversely affect Kinross'
operations, financial condition, and results of operations.
THE RESERVE AND RESOURCE FIGURES OF KINROSS AND CROWN ARE ONLY ESTIMATES AND ARE
SUBJECT TO REVISION BASED ON DEVELOPING INFORMATION. A SIGNIFICANT REDUCTION IN
THESE RESERVES AND RESOURCES OR IN THEIR ESTIMATES COULD NEGATIVELY AFFECT THE
PRICE OF KINROSS' STOCK.
The figures for reserves and resources presented herein, including the
anticipated tonnages and grades that will be achieved or the indicated level of
recovery that will be realized, are estimates. Such estimates are materially
dependent on prevailing gold prices and costs of recovering and processing
minerals at the individual mine sites. Market fluctuations in the price of gold
or increases in the costs to recover gold at Kinross' mines may render the
mining of ore reserves uneconomical and materially adversely affect Kinross'
results of operations. Moreover, various short-term operating factors may cause
a mining operation to be unprofitable in any particular accounting period.
Unless otherwise noted, proven and probable reserves at Kinross' mines
and development projects as of December 31, 2005, were estimated based upon a
gold price of $400 per ounce and measured, indicated, and inferred resources
were estimated based upon a gold price of $450 per ounce. The proven and
probable reserves at the Buckhorn Mountain Project were estimated based on a
gold price of $350 per ounce. All reserve estimates have been made in accordance
with the Canadian Institute of Mining Metallurgy and Petroleum's "CIM Standards
on Mineral Resources and Reserves, Definitions and Guidelines" as per Canadian
Securities Administrator's National Instrument 43-101 and SEC Industry Guide 7.
Prolonged declines in the market price of gold may render reserves containing
relatively lower grades of gold mineralization uneconomic to exploit and could
reduce materially Kinross' reserves and resources. Should such reductions occur,
material write downs of Kinross' investment in mining properties or the
discontinuation of development or production might be required, and there could
be material delays in the development of new projects, increased net losses and
reduced cash flow. The estimates of mineral reserves and resources attributable
to a specific property are based on accepted engineering and evaluation
principles. The estimated amount of contained gold in proven and probable
reserves does not necessarily represent an estimate of a fair market value of
the evaluated properties.
There are numerous uncertainties inherent in estimating quantities of
mineral reserves and resources. The estimates in this Proxy Statement/Prospectus
are based on various assumptions relating to gold prices and exchange rates
during the expected life of production, mineralization of the area to be mined,
the projected cost of mining, and the results of additional planned development
work. Actual future production rates and amounts, revenues, taxes, operating
expenses, environmental and regulatory compliance expenditures, development
expenditures, and recovery rates may vary substantially from those assumed in
the estimates. Any significant change in these assumptions, including changes
that result from variances between projected and actual results, could result in
material downward revision to current estimates.
THE MINERAL RESOURCES OF KINROSS MAY NOT BE ECONOMICALLY DEVELOPABLE, IN WHICH
CASE KINROSS MAY NEVER RECOVER ITS EXPENDITURES FOR EXPLORATION AND/OR
DEVELOPMENT.
Mineral resources that are not mineral reserves do not have demonstrated
economic viability. Due to the uncertainty of measured, indicated, or inferred
mineral resources, these mineral resources may never be upgraded to proven and
probable mineral reserves or recovered. Measured, indicated, and inferred
mineral resources are not recognized by the U.S. Securities and Exchange
Commission and U.S. investors are cautioned not to assume that any part of
mineral deposits in these categories will ever be converted into reserves or
recovered.
21
IF KINROSS DOES NOT DEVELOP ADDITIONAL MINERAL RESERVES, IT MAY NOT BE ABLE TO
SUSTAIN FUTURE OPERATIONS.
Because mines have limited lives, Kinross must continually replace and
expand its mineral reserves as its mines produce gold in order to continue its
operations. The life-of-mine estimates included in this Proxy
Statement/Prospectus for each of Kinross' material properties are based on a
number of factors and assumptions and may prove incorrect. Kinross' ability to
maintain or increase its annual production of gold will significantly depend on
its ability to bring new mines into production and to expand mineral reserves at
existing mines.
THE OPERATIONS OF KINROSS OUTSIDE OF NORTH AMERICA MAY BE ADVERSELY AFFECTED BY
CHANGING POLITICAL, LEGAL, AND ECONOMIC CONDITIONS.
Kinross has mining and exploration operations in Brazil, Chile, Russia,
and Africa and such operations are exposed to various levels of political,
economic, and other risks and uncertainties. These risks and uncertainties vary
from country to country and include, but are not limited to, terrorism; hostage
taking; military repression; extreme fluctuations in currency exchange rates;
high rates of inflation; labor unrest; the risks of war or civil unrest;
expropriation and nationalization; renegotiation or nullification of existing
concessions, licenses, permits and contracts; illegal mining; changes in
taxation policies; restrictions on foreign exchange and repatriation; and
changing political conditions, currency controls, and governmental regulations
that favor or require the awarding of contracts to local contractors or require
foreign contractors to employ citizens of, or purchase supplies from, a
particular jurisdiction.
Future political and economic conditions in these countries may result
in these governments adopting different policies respecting foreign development
and ownership of mineral resources. Any changes in policy may result in changes
in laws affecting ownership of assets, foreign investment, taxation, rates of
exchange, gold sales, environmental protection, labor relations, price controls,
repatriation of income, and return of capital, which may affect both the ability
of Kinross to undertake exploration and development activities in respect of
future properties in the manner currently contemplated, as well as its ability
to continue to explore, develop, and operate those properties to which it has
rights relating to exploration, development, and operations. A future government
of these countries may adopt substantially different policies, which might
extend to, as an example, expropriation of assets.
THERE ARE SIGNIFICANT CURRENCY AND TAX RISKS RELATED TO KINROSS' RUSSIAN
OPERATIONS, WHICH COULD ADVERSELY AFFECT KINROSS' RUSSIAN OPERATIONS.
Kinross is subject to the considerations and risks of operating in the
Russian Federation. The Russian economy continues to display characteristics of
an emerging market. These characteristics include, but are not limited to, a
currency that is not freely convertible outside of the country and extensive
currency controls. The prospects for future economic stability in the Russian
Federation are largely dependent upon the effectiveness of economic measures
undertaken by the government, together with legal, regulatory, and political
developments.
Russian laws, licenses, and permits have been in a state of change and
new laws may be given retroactive effect. It is also not unusual in the context
of dispute resolution in Russia for parties to use the uncertainty in the
Russian legal environment as leverage in business negotiations. In addition,
Russian tax legislation is subject to varying interpretations and constant
change. Further, Kinross' interpretation of tax legislation as applied to its
transactions and activities may not coincide with that of Russian tax
authorities. As a result, transactions may be challenged by tax authorities and
Kinross' Russian operations may be assessed, which could result in significant
additional taxes, penalties and interest. The periods remain open to review by
the tax authorities for three years.
ZIMBABWE SUFFERS FROM SIGNIFICANT ECONOMIC INSTABILITY WHICH COULD ADVERSELY
AFFECT KINROSS' OPERATIONS IN THIS COUNTRY.
Kinross is subject to risks relating to an uncertain or unpredictable
political and economic environment in Zimbabwe. In the short term, significant
economic instability in this region is expected to negatively impact the
business environment and may lead to long-term negative changes in the
approaches taken with respect to ownership
22
of natural resources by foreign companies. 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 Zimbabwe
in 2003.
KINROSS REQUIRES THE ISSUANCE AND RENEWAL OF LICENSES AND PERMITS IN ORDER TO
CONDUCT ITS OPERATIONS, AND FAILURE TO RECEIVE THESE LICENSES MAY RESULT IN
DELAYS IN DEVELOPMENT OR CESSATION OF CERTAIN OPERATIONS.
The operations of Kinross require licenses and permits from various
governmental authorities to exploit its properties and the process for obtaining
licenses and permits from governmental authorities often takes an extended
period of time and is subject to numerous delays and uncertainties. Such
licenses and permits are subject to change in various circumstances. Kinross may
be unable to timely obtain or maintain in the future all necessary licenses and
permits that may be required to explore and develop its properties, commence
construction or operation of mining facilities and properties under exploration
or development or to maintain continued operations that economically justify the
cost.
THE SUCCESS OF KINROSS IS DEPENDENT ON GOLD PRICES OVER WHICH IT HAS NO CONTROL.
The profitability of Kinross' operations are significantly affected by
changes in the market price of gold. Gold prices fluctuate on a daily basis and
are affected by numerous factors beyond the control of Kinross. The supply and
demand for gold, the level of interest rates, the rate of inflation, investment
decisions by large holders of gold, including governmental reserves, and changes
in exchange rates can all cause significant fluctuations in gold prices. Such
external economic factors are in turn influenced by changes in international
investment patterns and monetary systems and political developments. The price
of gold has fluctuated widely and future serious price declines could cause
continued commercial production to be impractical. Depending on the price of
gold, cash flow from mining operations may not be sufficient to cover costs of
production and capital expenditures. If, as a result of a decline in gold
prices, revenues from metal sales were to fall below cash operating costs,
production may be discontinued.
KINROSS HAS A HISTORY OF LOSSES, AND FUTURE PROFITABLE OPERATIONS CANNOT BE
ASSURED.
Kinross had net losses attributable to common shareholders of $63.1
million and $216.0 million for 2004 and 2005, respectively, and an accumulated
deficit of $752.9 million at December 31, 2005. Kinross' ability to operate
profitably in the future will depend on the success of its principal mines, the
ability of Kinross to expend its mineral reserves, the price of gold and the
ability of Kinross to control costs. There can be no assurance Kinross can
obtain profitability or even generate sufficient cash flow to sustain its
operations and development and exploration activities at current levels.
THE TITLE TO PROPERTIES OF KINROSS MAY BE UNCERTAIN AND SUBJECT TO RISKS.
The validity of mining claims which constitute most of Kinross' property
holdings in the Americas, Russia, and Africa may, in certain cases, be uncertain
and is subject to being contested. Kinross' titles, particularly title to
undeveloped properties, may be defective.
Certain of Kinross' United States mineral rights consist of unpatented
mining claims. Unpatented mining claims are unique property interests, and are
generally considered to be subject to greater title risk than other real
property interests because the validity of unpatented mining claims is often
uncertain and is always subject to challenges of third parties or contests by
the United States government. The validity of an unpatented mining claim, in
terms of both its location and its maintenance, is dependent on strict
compliance with a complex body of United States federal and state statutory and
decisional law. In addition, there are few public records that definitively
control the issues of validity and ownership of unpatented mining claims. The
General Mining Law of the United States includes provisions for obtaining a
patent, which is essentially equivalent to fee title, for an unpatented mining
claim upon compliance with certain statutory requirements (including the
discovery of a valuable mineral deposit).
23
However, a Congressional moratorium against the filing of new applications for a
mineral patent is currently in effect and is expected to remain in effect.
NUMEROUS OTHER COMPANIES COMPETE IN THE MINING INDUSTRY, MANY OF WHICH HAVE
GREATER RESOURCES AND TECHNICAL CAPACITY THAN KINROSS AND, AS A RESULT, KINROSS
MAY BE UNABLE TO EFFECTIVELY COMPETE IN ITS INDUSTRY, WHICH COULD HAVE A
MATERIAL ADVERSE EFFECT ON KINROSS' FUTURE OPERATIONS.
The mineral exploration and mining business is competitive in all of its
phases. Kinross competes with numerous other companies and individuals,
including competitors with greater financial, technical and other resources than
Kinross, in the search for and the acquisition of attractive mineral properties.
The ability of Kinross to operate successfully in the future will depend not
only on its ability to develop its present properties, but also on its ability
to select and acquire suitable producing properties or prospects for mineral
exploration. Kinross may be unable to compete successfully with its competitors
in acquiring such properties or prospects on terms it considers acceptable, if
at all.
KINROSS MAY REQUIRE ADDITIONAL CAPITAL THAT MAY NOT BE AVAILABLE.
The mining, processing, development, and exploration of Kinross'
properties may require substantial additional financing. Failure to obtain
sufficient financing may result in the delay or indefinite postponement of
exploration, development or production on any or all of Kinross' properties, or
even a loss of property interest. Additional capital or other types of financing
may not be available if needed or, if available, the terms of such financing may
be unfavorable to Kinross.
KINROSS' INSURANCE MAY NOT COVER THE RISKS TO WHICH ITS BUSINESS IS EXPOSED.
Kinross' business is subject to a number of risks and hazards generally,
including adverse environmental conditions, industrial accidents, labor
disputes, adverse property ownership claims, unusual or unexpected geological
conditions, ground or slope failures, cave-ins, changes in the regulatory
environment and natural phenomena such as inclement weather conditions, floods
and earthquakes. Such occurrences could result in damage to mineral properties
or production facilities, personal injury or death, environmental damage to
Kinross' properties or the properties of others, delays in mining, monetary
losses and legal liability.
Available insurance does not cover all the potential risks associated
with a mining company's operations. Kinross may also be unable to maintain
insurance to cover insurable risks at economically feasible premiums, and
insurance coverage may not be available in the future or may not be adequate to
cover any resulting loss. Moreover, insurance against risks such as the validity
and ownership of unpatented mining claims and mill sites and environmental
pollution or other hazards as a result of exploration and production is not
generally available to Kinross or to other companies in the mining industry on
acceptable terms. As a result, Kinross might also become subject to liability
for pollution or other hazards for which it is uninsured or for which it elects
not to insure because of premium costs or other reasons. Losses from these
events may cause Kinross to incur significant costs that could have a material
adverse effect upon its financial condition and results of operations.
THE OPERATIONS OF KINROSS IN VARIOUS COUNTRIES ARE SUBJECT TO CURRENCY RISK.
Currency fluctuations may affect the revenues which Kinross will realize
from its operations since gold is sold in the world market in United States
dollars. The costs of Kinross are incurred principally in Canadian dollars,
United States dollars, Russian rubles, Chilean pesos, Brazilian reais, and
Zimbabwean dollars. The appreciation of non-U.S. dollar currencies against the
U.S. dollar increases the cost of gold production in U.S. dollar terms. From
time to time, Kinross transacts currency hedging to reduce the risk associated
with currency fluctuations. Currency hedging involves risks and may require
margin activities. Sudden fluctuations in currencies could result in margin
calls that could have an adverse effect on Kinross' financial positions. If the
operations in a particular country generate cash flow in excess of the related
costs, Kinross may not have effective access to such funds if the local currency
is not freely convertible into Canadian and United States dollars, as is
currently the case with the Zimbabwean dollar. See "Kinross Management's
Discussion and Analysis of Financial Condition and Results of
24
Operations--Risk Analysis" beginning at page [210] for a more detailed
discussion of the potential impact on Kinross' earnings of currency fluctuations
and the Canadian dollar hedging activities of Kinross.
FLUCTUATIONS IN UNITED STATES AND CANADIAN EXCHANGE RATES MAY NEGATIVELY AFFECT
THE PRICE OF KINROSS' COMMON SHARES IN UNITED STATES DOLLARS.
Fluctuations in the exchange rate between Canadian and United States
dollars may affect the United States dollar value of the Kinross common shares
in ways that are different than changes in the Canadian dollar value of Kinross
common shares.
KINROSS MAY NOT BE ABLE TO CONTROL THE DECISIONS AND STRATEGY OF JOINT VENTURES
TO WHICH IT IS A PARTY.
Some of the mines in which Kinross owns interests are operated through
joint ventures with other mining companies and are subject to the risks normally
associated with the conduct of joint ventures. The existence or occurrence of
one or more of the following circumstances and events could have a material
adverse impact on Kinross' profitability or the viability of its interests held
through joint ventures, which could have a material adverse impact on Kinross'
results of operations and financial condition:
- inability to exert influence over certain strategic decisions made in
respect of joint venture properties;
- disagreement with partners on how to develop and operate mines
efficiently;
- inability of partners to meet their obligations to the joint venture
or third parties; and
- litigation between partners regarding joint venture matters.
THE FAILURE OF KINROSS TO PAY ROYALTIES WOULD ADVERSELY AFFECT ITS BUSINESS AND
OPERATIONS.
Kinross' mining properties are subject to various royalty and land
payment agreements. Failure by Kinross to meet its payment obligations under
these agreements could result in the loss of related property interests.
THE COMMODITY HEDGING ACTIVITIES OF KINROSS MAY HAVE AN ADVERSE EFFECT ON ITS
RESULTS OF OPERATIONS.
Kinross has historically reduced its exposure to gold price fluctuations
by engaging in hedging activities. In 2002, Kinross changed its hedging strategy
and has adopted a no hedging policy for gold and as a result is highly exposed
to any future decline in the market price of gold. If Kinross were to resume its
hedging activities, it may be unable to achieve realized prices for gold
produced in excess of average market prices. Hedging may not adequately protect
against declines in the price of gold and may prevent Kinross from benefiting
fully from gold price increases.
Hedging may require margin activities. Sudden fluctuations in the price
of gold could result in margin calls that could have an adverse effect on the
financial position of Kinross. See "Kinross Management's Discussion and Analysis
of Financial Condition and Results of Operations--Management's Discussion and
Analysis for the Years Ended December 31, 2005, 2004, and 2003--Risk Analysis"
at page 178 for a more detailed discussion of Kinross' hedging activities.
THE BUSINESS OF KINROSS IS DEPENDENT ON GOOD LABOR AND EMPLOYMENT RELATIONS.
Production at Kinross' mines is dependent upon the efforts of employees
of Kinross. Relations between Kinross and its employees may be impacted by
changes in labor relations which may be introduced by, among others, employee
groups, unions, and the relevant governmental authorities in whose jurisdictions
Kinross carries on business. Adverse changes in such legislation or in the
relationship between Kinross with its employees may have a material adverse
effect on Kinross' business, results of operations, and financial condition.
25
LIMITATIONS ON THE RIGHTS OF KINROSS' FOREIGN SUBSIDIARIES COULD ADVERSELY
AFFECT ITS ABILITY TO OPERATE EFFICIENTLY.
Kinross conducts operations through foreign subsidiaries and joint
ventures, and a substantial part of its assets are held in such entities.
Accordingly, any limitation on the transfer of cash or other assets between the
parent corporation and such entities, or among such entities, could restrict
Kinross' ability to fund its operations efficiently. Any such limitations, or
the perception that such limitations may exist now or in the future, could have
a material adverse impact on Kinross' valuation and stock price. For example,
currently Kinross is subject to limitations on the transfer of cash or assets
for its operations in Zimbabwe.
THE RESULTS OF KINROSS' OPERATIONS COULD BE ADVERSELY AFFECTED BY ITS
ACQUISITION STRATEGY.
As part of Kinross' business strategy, it has sought, and will continue
to seek, to acquire new mining and development opportunities in the mining
industry. In pursuit of such opportunities, Kinross may fail to select
appropriate acquisition candidates or to negotiate acceptable arrangements,
including arrangements to finance acquisitions or to integrate the acquired
businesses and their personnel. Kinross may be unable to complete any
acquisition or business arrangement that it pursues on favorable terms. Any
acquisitions or business arrangements completed may not ultimately benefit
Kinross' business.
CHANGES IN THE MARKET PRICE OF KINROSS COMMON SHARES MAY BE UNRELATED TO ITS
RESULTS OF OPERATIONS AND COULD HAVE AN ADVERSE IMPACT ON KINROSS.
The Kinross common shares are listed on the TSX and the NYSE. The price
of the Kinross common shares is likely to be significantly affected by
short-term changes in gold price or in its financial condition or results of
operations as reflected in its quarterly earnings reports. Other factors
unrelated to the performance of Kinross that may have an effect on the price of
the Kinross common shares include the following: a reduction in analytical
coverage of Kinross by investment banks with research capabilities; a drop in
trading volume and general market interest in the securities of Kinross may
adversely affect an investor's ability to liquidate an investment and
consequently an investor's interest in acquiring a significant stake in Kinross;
a failure of Kinross to meet the reporting and other obligations under Canadian
and U.S. securities laws or imposed by the exchanges could result in a delisting
of the Kinross common shares and a substantial decline in the price of the
Kinross common shares that persists for a significant period of time could cause
the Kinross common shares to be delisted from the NYSE, further reducing market
liquidity.
As a result of any of these factors, the market price of the common
shares at any given point in time may not accurately reflect Kinross' long-term
value. Securities class action litigation often has been brought against
companies following periods of volatility in the market price of their
securities. Kinross may in the future be the target of similar litigation.
Securities litigation could result in substantial costs and damages and divert
management's attention and resources.
ANY FUTURE RESTATEMENT OF KINROSS' FINANCIAL STATEMENTS MAY ADVERSELY AFFECT THE
TRADING PRICE OF ITS COMMON SHARES.
Kinross has had to restate its consolidated financial statements for
2003 and 2004. These restatements do not prevent future changes or adjustments,
including additional restatements. If there were future restatements of the
consolidated financial statements, such restatements may adversely affect the
trading price of Kinross' common shares.
KINROSS HAS NOT PAID DIVIDENDS IN THE PAST AND DOES NOT ANTICIPATE DOING SO IN
THE FUTURE.
No dividends on the common shares have been paid by Kinross to date.
Kinross anticipates that it will retain all future earnings and other cash
resources for the future operation and development of its business. Kinross does
not intend to declare or pay any cash dividends in the foreseeable future.
Payment of any future dividends will
26
be at the discretion of Kinross' board of directors, after taking into account
many factors, including Kinross' operating results, financial condition, and
current and anticipated cash needs.
THE LOSS OF KEY EXECUTIVES COULD ADVERSELY AFFECT KINROSS.
Kinross has a relatively small executive management team. In the event
that the services of one or a number of these executives were no longer
available, Kinross and its business could be adversely affected. Kinross does
not carry key-man life insurance with respect to its executives.
SHORTAGE OF SUPPLIES COULD ADVERSELY AFFECT KINROSS' ABILITY TO OPERATE.
Kinross is dependent on various supplies and equipment to carry out its
mining operations. The shortage of such supplies, equipment and parts could have
a material adverse effect on Kinross' ability to carry out its operations and
therefore limit or increase the cost of production.
KINROSS IS SUBJECT TO CERTAIN LEGAL PROCEEDINGS.
Kinross is a party to the legal proceedings described under the caption
"Business of Kinross--Legal Proceedings" beginning on page 112. If decided
adversely to Kinross, these legal proceedings, or others that could be brought
against Kinross in the future which are not now known, for example, litigation
based on its business activities, environmental laws, volatility in its stock
price, failure of its disclosure obligations or as a result of its financial
restatement, could have a material adverse effect on Kinross' financial
condition or prospects. In July 2005, Kinross was notified by the enforcement
division of the SEC that Kinross would be requested to provide documentation in
connection with an informal inquiry focused on Kinross' accounting for the
business combination with TVX Gold Inc. ("TVX") and Echo Bay Mines Ltd. ("Echo
Bay"). No further request has been made by the SEC to date. However, a
regulatory investigation could result in significant costs and damages and
divert management's attention and resources.
IT MAY BE DIFFICULT TO ENFORCE A UNITED STATES JUDGMENT AGAINST THE OFFICERS AND
DIRECTORS OF KINROSS OR THE EXPERTS NAMED IN THIS PROXY STATEMENT/PROSPECTUS OR
TO ASSERT UNITED STATES SECURITIES LAWS CLAIMS IN CANADA.
Most of the executive officers and directors of Kinross and its
independent accountants are nonresidents of the United States, and a substantial
portion of Kinross' assets are located outside the United States. These
executives and accountants reside in Canada, making it difficult or impossible
to effect service upon them in the United States. As a result, it may be
difficult for U.S. residents to effect service in the United States or enforce a
judgment obtained in the United States against Kinross or any such persons.
Execution by United States courts of any judgment obtained against Kinross or
its officers or directors in United States courts would be limited to the assets
of Kinross or such persons, as the case may be, located in the United States.
Additionally, it may be difficult for U.S. residents to obtain Canadian
enforcement of U.S. judgment or to assert civil liabilities under United States
securities laws in original actions instituted in Canada.
CERTAIN CHARACTERISTICS OR MANAGEMENT DECISIONS OF KINROSS MAY NEGATIVELY AFFECT
UNITED STATES SHAREHOLDERS TO A GREATER EXTENT THAN THEY DO SHAREHOLDERS OF
OTHER NATIONALITIES.
The Kinross common shares that will be distributed to the former Crown
shareholders in the merger are shares of a Canadian corporation. Various United
States tax provisions apply only to foreign corporations or apply differently to
foreign corporations than they do to domestic corporations. The differences that
are currently material to United States' residents who hold Kinross common
shares are described in the section of this Proxy Statement/Prospectus entitled
"Tax Consequences." Other provisions may adversely affect U.S. shareholders of
the Kinross common shares in the future. As the managers of a Canadian company
with global operations and a substantial non-U.S. shareholder base, management
of Kinross may conduct its operations in a manner that does not maximize the
value of such operations either after United States tax considerations or in
United States dollars, or even the value of the Kinross common shares for U.S.
shareholders.
27
RISKS RELATING TO THE MERGER
THE PRICE OF THE KINROSS COMMON SHARES THAT THE CROWN SHAREHOLDERS WILL RECEIVE
IN THE MERGER WILL FLUCTUATE BETWEEN NOW AND THE TIME THE MERGER IS COMPLETED.
The number of Kinross common shares that Kinross will issue to the
former Crown shareholders in the merger will not be adjusted as a result of any
change in the price of the Kinross common shares or the Crown common stock.
Therefore, the total market price of the Kinross common shares that the Crown
shareholders will receive in the merger will depend on the market price of the
Kinross common shares at the time of the merger. That price may be lower than
the market price on the date the merger was announced, the date the merger
agreement was signed, the date of this Proxy Statement/Prospectus, or the date
of the Crown shareholders' meeting. Because the merger will occur after the date
of the Crown shareholders' meeting, you will not know the exact market price of
the Kinross common shares that will be issued in the merger at the time you vote
on it.
There are many factors that could cause the market price of the Kinross
common shares to decrease, including adverse changes in the business,
operations, or prospects of Kinross or the combined company, the timing of the
merger, general market and economic conditions, and other factors described in
this Proxy Statement/Prospectus. Crown will not have the right to terminate the
merger agreement or to resolicit the vote of its shareholders based on changes
in the price of the Kinross common shares. After the merger, the market price of
the Kinross common shares will continue to fluctuate based on factors both
within and beyond Kinross' control.
THE TERMS OF THE MERGER MAY NOT REFLECT THE VALUE OF KINROSS OR CROWN.
The terms of the merger and the determination of the number of Kinross
common shares to be issued to the Crown shareholders represent determinations
arrived at during the negotiation process for the purpose of calculating the
relative values to be assigned to the parties. The number of shares was not
fixed based on traditional indicators of value such as the earnings of Crown,
its market share, return on assets, revenues, or market capitalization since
Crown is an exploration company. The Kinross common shares to be issued to the
Crown shareholders may not represent the value of Crown. The amounts that may be
realized by the Crown shareholders if they elect to sell their Kinross common
shares following the merger may vary widely from the current or historical
trading prices of Kinross common shares.
CROWN SHAREHOLDERS MUST PERFORM THEIR OWN ANALYSIS OF THE TRANSACTION.
Neither the board of directors of Kinross nor the board of directors of
Crown formed a special committee to evaluate the fairness of the proposed merger
to unaffiliated shareholders. The lack of consideration by a disinterested
committee means that the shareholders will be relying exclusively on the
recommendation of the board of directors of Crown, financial information
concerning Crown and Kinross contained in this Proxy Statement/Prospectus, their
own analysis of the condition of both companies, the prospects for the business
of Kinross following the merger, and the terms of the merger in deciding whether
or not to approve the transaction. Certain individuals on the Crown board are
subject to conflicts of interests in connection with the proposed merger. See
"The Merger--Interests of Certain Individuals" beginning on page 190.
FOLLOWING THE MERGER, CROWN SHAREHOLDERS WILL NOT HAVE A SIGNIFICANT VOTE IN
KINROSS.
The Crown shareholders who are currently entitled to elect directors and
vote on such other matters as may be presented to the shareholders will, as a
result of the merger, hold only approximately 4.1% of the issued and outstanding
Kinross common shares and, consequently, will not have a substantive say in any
matter submitted to the Kinross shareholders.
28
--------------------------------------------------------------------------------
CAUTIONARY STATEMENT
--------------------------------------------------------------------------------
This Proxy Statement/Prospectus contains "forward-looking statements."
Forward-looking statements are based on the current beliefs of the management of
Kinross as well as assumptions made by and currently available to them and
include, but are not limited to, statements with respect to the future price of
gold and silver, the estimation of mineral reserves and resources, the
realization of mineral reserve and resource estimates, the timing and amount of
estimated future production, costs of production, expected capital expenditures,
costs and timing of the development of new deposits, success of exploration
activities, permitting time lines, currency fluctuations, requirements for
additional capital, government regulation of mining operations, environmental
risks, unanticipated reclamation expenses, title disputes or claims and
limitations on insurance coverage. In certain cases, forward-looking statements
can be identified by the use of words such as "plans," "expects," or "does not
expect," "is expected," "budget," "scheduled," "estimates," "forecasts,"
"intends," "anticipates," or "does not anticipate," or "believes," or variations
of such words and phrases or statements that certain actions, events or results
"may," "could," "would," "might," or "will be taken," "occur" or "be achieved."
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
Kinross to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. In addition
to the factors Kinross currently believes to be material, which are identified
under "Risk Factors," other factors not currently viewed as material could cause
actual results to differ materially from those described in the forward-looking
statements. In addition, known or unknown risks could have a greater or
different effect than currently expected which could cause actions, events or
results not to be as anticipated, estimated or intended. There can be no
assurance that forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements which speak only as of the date of this Proxy
Statement/Prospectus. Neither Kinross nor Crown undertakes any obligation to
update or revise these forward-looking statements.
29
--------------------------------------------------------------------------------
THE CROWN SPECIAL MEETING
--------------------------------------------------------------------------------
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 [__________], 2006, and any
adjournments or postponements of the meeting.
This Proxy Statement/Prospectus is being mailed to Crown shareholders on
or about [_____________], 2006. This Proxy Statement/Prospectus is also being
furnished to Crown shareholders as a prospectus in connection with the issuance
by Kinross of Kinross common shares as contemplated by the merger agreement.
DATE, TIME, AND PLACE
The special meeting of Crown shareholders will be held on
[______________], 2006 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.
30
The record holders of a majority of the shares of Crown common stock
present at the special meeting, either in person or represented by proxy, must
vote to approve the adjournment proposal in order for Crown's management to have
the authority to adjourn the special meeting.
STOCKHOLDER AND VOTING AGREEMENT
As of [THE RECORD DATE] for the special meeting, the directors and
executive officers of Crown and their affiliates owned [19,568,940] shares of
Crown common stock, which represented approximately [42.5]% 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, [18,639,640] shares of Crown
common stock were subject to the stockholder and voting agreement, representing
approximately [40.5]% of the outstanding shares of Crown common stock entitled
to vote at the Crown special meeting, so that the vote of approximately
[12,028,550] additional shares of Crown common stock will be required to approve
the merger. See the section entitled "Agreements Relating to the
Merger--Stockholder and Voting Agreement."
QUORUM; ABSTENTIONS AND BROKER NON-VOTES
The required quorum for the transaction of business at the special
meeting of Crown shareholders is the presence in person or by proxy of the
holders of a majority of the shares of Crown common stock outstanding on the
record date for the special meeting. We will count abstentions and broker
non-votes to determine the number of shares present at the special meeting for
the purpose of determining the presence or absence of a quorum. Broker non-votes
are proxies from brokers or other nominees indicating that the record holder of
the shares has not received instructions from the beneficial owner or other
person entitled to vote the shares which are the subject of the proxy on a
particular matter with respect to which the broker or other nominee does not
have discretionary voting power.
For purposes of the proposal to approve the plan of merger, the
affirmative vote of the holders of two-thirds of the common stock of Crown that
is outstanding as of the record date is required. Abstentions and broker
non-votes are not counted as votes in favor of the proposal and, therefore,
abstentions and broker non-votes will have the same effect as votes against the
merger proposal. IF YOU FAIL TO VOTE OR ABSTAIN FROM VOTING, IT WILL HAVE THE
EFFECT OF A VOTE AGAINST THE PROPOSAL TO APPROVE THE PLAN OF MERGER.
For purposes of the proposal to approve one or more adjournments of the
special meeting, abstentions and broker non-votes are not counted as votes cast
and generally will have no effect on the outcome of the adjournment proposal. To
approve the adjournment proposal, a majority of votes cast, which includes "FOR"
and "AGAINST" votes, must be in favor of the proposal.
THE ACTIONS PROPOSED IN THIS PROXY STATEMENT/PROSPECTUS ARE NOT MATTERS
THAT CAN BE VOTED ON BY BROKERS HOLDING SHARES FOR BENEFICIAL OWNERS WITHOUT THE
OWNERS' SPECIFIC INSTRUCTIONS. ACCORDINGLY, WE URGE YOU TO MARK, SIGN, DATE, AND
RETURN THE ENCLOSED PROXY CARD, OR TO GIVE YOUR BROKER SPECIFIC VOTING
INSTRUCTIONS.
VOTING, PROXIES, AND REVOCATION
Crown requests that you complete, date, and sign the proxy card and
promptly return it by mail in the accompanying envelope marked for this purpose
in accordance with the instructions accompanying the proxy card. All properly
executed proxies received before taking the vote at the special meeting (that
are not revoked prior to the meeting) will be voted as instructed on the proxy
card. IF THE PROXY CARD IS SIGNED AND RETURNED BY ANY MEANS WITHOUT INDICATING
VOTING INSTRUCTIONS, THE SHARES REPRESENTED BY THAT PROXY WILL BE VOTED "FOR"
THE APPROVAL OF THE PLAN OF MERGER AND "FOR" THE APPROVAL OF ONE OR MORE
ADJOURNMENTS OF THE SPECIAL MEETING.
31
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" or "AGAINST" votes at the special meeting, assuming a quorum is
present at the meeting. With respect to broker non-votes, brokers or other
nominees that hold shares of Crown common stock in "street name" accounts do not
have the discretionary authority to vote to approve any adjournment of the
special meeting without appropriate instructions from the beneficial owner. IF
YOUR SHARES ARE HELD IN STREET NAME AND YOU FAIL TO INSTRUCT YOUR BROKER ON HOW
TO VOTE WITH RESPECT TO THE ADJOURNMENT PROPOSAL, THOSE CROWN SHAREHOLDERS WHO
VOTE "FOR" OR "AGAINST" THE ADJOURNMENT PROPOSAL WILL DECIDE WHETHER TO ADOPT
THAT PROPOSAL AND YOUR SHARES WILL HAVE NO EFFECT ON THE OUTCOME OF THE
PROPOSAL. AN ABSTENTION AS TO THIS PROPOSAL WILL HAVE NO EFFECT ON WHETHER IT IS
ADOPTED.
THE CROWN BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ADJOURNMENT PROPOSAL.
Properly executed proxies will be voted "FOR" the adjournment proposal,
unless otherwise noted on the proxies. If the special meeting is adjourned,
Crown is not required to give further notice of the time and place of the
adjourned meeting, unless the board of directors fixes a new record date for the
special meeting.
32
The adjournment proposal relates only to an adjournment of the special
meeting occurring for purposes of soliciting additional proxies for the approval
of the merger agreement proposal in the event that there are insufficient votes
to approve that proposal. Crown has full authority to adjourn the special
meeting for any other purpose, including the absence of a quorum, or to postpone
the special meeting before it is convened, without the consent of any Crown
shareholder.
NO ADDITIONAL MATTERS
This special meeting has been called to consider the merger proposal and
the adjournment proposal. Under Crown's bylaws, no other matters may be
considered at the special meeting.
SHAREHOLDER PROPOSALS FOR THE CROWN 2007 ANNUAL MEETING
If the merger is not completed, proposals of Crown shareholders that are
intended to be presented at Crown's 2007 Annual Meeting must be timely delivered
to or received by Crown. Under Crown's bylaws, in order to be deemed properly
presented, notice must be delivered to, or mailed and received by, Crown not
later than January 1, 2007.
--------------------------------------------------------------------------------
DIVIDEND POLICY
--------------------------------------------------------------------------------
In July, 2004, Crown distributed 0.2169 shares of Solitario common stock
for each share of Crown common stock as a "spin-off" of Crown's interest in
Solitario. In addition, in July 2004, Crown paid a cash dividend of $0.21 per
share of Crown common stock. Crown does not anticipate paying additional
dividends in the foreseeable future.
No dividends on the Kinross common shares have been paid by Kinross to
date. For the foreseeable future, it is anticipated that Kinross will use
earnings, if any, to finance its growth and that dividends will not be paid to
shareholders, other than dividends payable to the holder of the Kinross
preferred shares in accordance with their terms. Pursuant to the syndicated
credit facility, Kinross is required to obtain consent from the lenders prior to
declaring any common share dividend.
--------------------------------------------------------------------------------
BUSINESS OF CROWN
--------------------------------------------------------------------------------
OVERVIEW
Crown is a precious metals exploration company operating in the western
United States. Crown is currently developing the Buckhorn Mountain Project,
which includes permitting efforts to build and operate an underground mine and
to truck the ore extracted from the Buckhorn Mountain Project to Kinross' Kettle
River mill, located approximately 52 miles from the Buckhorn Mountain Project
under the terms of a toll-milling agreement with Kinross.
Prior to executing the merger agreement with Kinross, Crown's principal
expertise had been in identifying mineral properties with promising mineral
potential, acquiring these properties and exploring them to an advanced stage.
Since the execution of the merger agreement with Kinross, Crown has concentrated
exclusively on the permitting and development of the Buckhorn Mountain Project.
Previously, Crown's goal was to advance its properties, either on its own or
through joint ventures, to the feasibility study stage and thereafter to pursue
their development, typically through a joint venture with a partner that has
expertise in mining operations.
33
Crown currently has limited financial resources and, accordingly, is not
engaged directly in any significant exploration or development activity other
than at the Buckhorn Mountain Project, which is described in "Material
Properties." Crown's current objective is to continue the permitting process for
development of the Buckhorn Mountain Project in conjunction with Kinross. Unless
Crown is successful in these objectives, it is unlikely that it will be in a
position in the foreseeable future to pursue additional exploration or
development projects. Furthermore, in the event the merger with Kinross is not
completed as planned, Crown will need significant additional financial resources
to develop the Buckhorn Mountain Project and Crown cannot assure you that it
will be able to obtain such financial resources. Crown currently estimates the
development of the Buckhorn Mountain Project will require approximately $32.6
million in initial capital and will utilize toll milling pursuant to an
agreement with Kinross. Based on Crown's current business plan, Crown estimates
its current financial resources are sufficient to fund its operations through
the first quarter of 2007.
Crown was incorporated under the laws of the State of Washington in
August 1988. Crown files annual reports, quarterly reports, proxy statements and
other information with the Securities and Exchange Commission (SEC). You may
read and copy any materials Crown files with the SEC at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, DC 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains Crown's
reports, proxy statements, and other information. The SEC's Internet address is
HTTP://WWW.SEC.GOV.
RECENT DEVELOPMENTS
Since the execution of the acquisition agreement with Kinross in
November, 2003, the following material developments have occurred.
On July 26, 2004, Crown completed a spin-off of Solitario's shares to
its shareholders, whereby each of Crown's shareholders received 0.2169 shares of
Solitario common stock for each Crown share they owned. As part of the spin-off,
on July 26, 2004, Crown retained 998,306 Retained Shares for the benefit of
warrant holders. Subsequent to the spin-off Crown distributed 962,302 of these
shares on the exercise of warrants. At December 31, 2005, Crown held 36,004
Retained Shares.
On December 30, 2004, Crown and Kinross amended the merger agreement to
extend the termination date from December 31, 2004 to May 31, 2005. Concurrently
with this amendment, Crown agreed to sell to Kinross and Kinross agreed to
purchase from Crown 511,640 newly issued shares of Crown common stock at the
fair market value of the stock of $1.9545 per share of $1,000,000 in the
aggregate. The fair market value of the common stock was based upon the average
of the closing market price of a share of Crown common stock for the 20 days
prior to December 30, 2004, per the terms of the amendment. The closing of the
sale occurred on January 18, 2005. Crown used the proceeds of this offering to
pay for permitting costs related to the Buckhorn Mountain Project.
On May 31, 2005, Crown and Kinross amended the merger agreement to (i)
extend the termination date from May 31, 2005 to March 31, 2006, or December 31,
2005 if Kinross had not filed its 2004 audited financial statements with the
Securities and Exchange Commission on or before December 31, 2005; (ii) increase
the exchange ratio to 0.34 shares; (iii) put a valuation collar on the
transaction whereby the maximum value of Kinross common shares to be issued to
Crown shareholders (excluding any Crown common shares held by Kinross) is $110.0
million and the minimum value is $77.5 million; (iv) provide that Kinross would
invest in a $10.0 million convertible debenture issued by Crown (the
"Convertible Debenture") on or before June 20, 2005; and (v) provide that if
Crown paid a dividend of up to $0.21 per share to its shareholders, Kinross
would reimburse Crown upon the payment of certain third-party invoices received
by Crown after June 1, 2005, for permitting and development of Crown's Buckhorn
Mountain Project. As a result of the amendment, as of December 31, 2005, Crown
recorded an increase in mineral properties of $2,418,000 for permitting and
other related costs on invoices received after June 1, 2005 to be paid by
Kinross which has been recorded as a capital contribution to paid-in capital.
Through December 31, 2005, Kinross has paid $1,930,000 of those costs and Crown
recorded a receivable from Kinross of $488,000 as of December 31, 2005 in
stockholders equity for the balance.
34
On June 20, 2005, Crown issued the Convertible Debenture which has a
term of five years, an interest rate of 4% payable annually with a provision to
forego interest for the first two annual payments, at its election. The
Convertible Debenture is convertible at Kinross' option any time after September
30, 2005, and prior to maturity into 5.8 million shares of Crown common stock,
plus shares of common stock for any accrued but unpaid interest. In the event
the merger agreement with Kinross is terminated other than as a result of a
default by Crown, Crown has the right to convert all amounts due under the
Convertible Debenture to common stock by providing 30 days prior notice to
Kinross. Any shares issued upon conversion of the Convertible Debenture, or any
portion thereof, will be restricted. Crown recorded a beneficial conversion
feature discount of $1,624,000 to additional paid-in capital, representing the
difference between the market price of its common stock on June 20, 2005 of
$2.00 and the conversion price of $1.72 per share of Crown common stock. The
discount is being amortized as interest cost over the stated term of the
Convertible Debenture.
On July 26, 2005, Crown used the majority of the proceeds from the
Convertible Debenture to pay a dividend of $0.21 per share to shareholders of
record as of July 14, 2005, and recorded a $9,661,000 charge to additional
paid-in capital.
On February 24, 2006, Crown amended the Kinross merger agreement to (i)
extend the date on which either party may terminate the Kinross merger agreement
if the merger contemplated therein has not closed (the "Termination Date") from
March 31, 2006 to December 31, 2006; (ii) removed the valuation collar on the
transaction; (iii) reduce the exchange ratio to 0.32 shares of Kinross stock;
and (iv) provide that if the merger is not completed by July 1, 2006, Kinross
will loan Crown $2,000,000 in a three-year note with the proceeds to be used to
extinguish an existing third-party net smelter royalty at the Buckhorn Mountain
Project.
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 the joint venture
with Battle Mountain, the Buckhorn Mountain Project was known as the Crown Jewel
Project. Battle Mountain merged with Newmont Gold Corporation ("Newmont") on
January 10, 2002, and Crown subsequently acquired Battle Mountain's interest in
the project.
The Buckhorn Mountain Project is held by a combination of fee ownership,
fee land for which leases are held with options to purchase, and unpatented
mining claims. The ore deposit lies entirely on fee lands (patented mining
claims) that are owned by Crown. Royalties on mineral property Crown controls
that are payable to third parties vary from a 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 a sliding-scale royalty payable to
Newmont of 0.5% to 4%, depending on the price of gold. The Newmont royalty may
be purchased in its entirety for $2.0 million at any time before July 23, 2006.
Crown applied for patents on nine unpatented mining claims covering
approximately 150 acres in 1992. In December 2004, the Department of
Interior-Bureau of Land Management approved the patent applications and Crown
received title to both the surface and mineral estate on approximately 154 acres
of land. These patented claims cover most of the ore reserves, the remaining
portion of the reserves being covered by older patented claims. Crown now owns
title to both the mineral and surface estate covering the entire ore reserve.
35
The following map depicts the approximate location of the Buckhorn
Mountain Project.
[PICTURE]
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND TERRAIN
The Buckhorn Mountain Project is located in the Okanogan Highlands, a
mountainous terrain characterized by rounded peaks and moderately steep walled
valleys. The elevation range in the project area is approximately 4,500 feet to
5,500 feet.
Vegetative cover in the project area is mostly coniferous forest
dominated by Douglas fir and western larch. Natural openings on forested
hillsides consist of dry scrublands or grassy meadows. The climate in the
deposit area can be considered temperate. The calculated mean annual
precipitation is 20 inches, approximately 35% of which falls as snow. Average
annual total snow accumulation in the area of the deposit is about three feet.
The small community of Chesaw is the closest town. Oroville (population
1,500) is the nearest incorporated community. Paved roads from Oroville approach
to within six miles of the property with the remaining access by graded county
road and three miles of primitive USFS road. No power exists at the location of
the ore deposit. The nearest power is located three miles to the south.
HISTORY
Crown discovered the ore bodies known as the Buckhorn Mountain Project
deposit shortly after acquiring the property in 1988. Prior to that time only
small prospect pits, shafts and tunnels had explored the general area, none of
which intersected the ore body, as it is currently defined.
36
In March 1990, Crown entered into a joint venture agreement with Battle
Mountain (the "Battle Mountain JV Agreement"), under which Battle Mountain could
earn a 51% interest in the Buckhorn Mountain Project by building a 3,000-ton per
day mining facility. The Battle Mountain JV Agreement was subsequently modified
in May 1994 allowing Battle Mountain the right to earn a 54% interest in the
Project. Under the Battle Mountain JV Agreement, as amended, Battle Mountain
paid Crown $18,500,000, and funded all exploration and permitting on the
Buckhorn Mountain Project through July 2001. On July 23, 2001, Crown entered
into an agreement (the "Termination Agreement") with Battle Mountain to
terminate the Battle Mountain JV Agreement. As part of the Termination
Agreement, Crown became the sole owner and manager of the Buckhorn Mountain
Project and granted Battle Mountain a sliding scale royalty of 0.5% to 4% on the
first one million ounces of gold. The royalty varies with the price of gold and
Crown may purchase the royalty from Newmont, as successor to Battle Mountain,
for a payment of $2.0 million any time before July 23, 2006.
Since return of 100% ownership of the property, Crown has conducted
drilling, engineering, and environmental studies and permitting activities.
Since signing the merger agreement with Kinross, Crown has worked with Kinross
in these same activities.
GEOLOGY AND MINERALIZATION
The Buckhorn Mountain Project gold deposit occurs within a portion of an
extensive calcic skarn system formed at the southern contact of the
Jurassic/Cretaceous-aged Buckhorn Mountain diorite-granodiorite pluton with
Triassic-aged limestones and andesites. Both the skarn system and the ore body
are largely tabular and flat lying in geometry. The skarn system is
compositionally zoned in relation to the intrusive pluton with gold
mineralization both concordant and crosscutting to the various skarn
assemblages. Gold enrichment occurs almost exclusively within skarnified rocks
both as irregular bodies and as more continuous tabular replacements of
limestone. Gold values are associated with low grades of silver (less than one
ounce per ton). No other economic minerals occur within the ore.
EXPLORATION
Crown began an exploration program at the Buckhorn Mountain Project in
mid-1988 and by the end of 1989 had drilled approximately 200 holes on the
property. Between March 1990 and December 1992, Battle Mountain drilled over 550
holes designed to both confirm and expand the known reserve. In 2002 and 2003,
Crown drilled 41 core holes to further confirm the grade and continuity of
mineralization in selected parts of the ore body. No drilling was conducted on
the property in 2004. In late 2005, Kinross conducted a 29-hole infill drilling
program in portions of the reserve area as part of their due diligence
activities to further define ore boundaries.
Drilling on the property occurred in three phases. Crown drilled core
and reverse circulation rotary holes during the period of 1988 to early 1989.
Battle Mountain drilled core and reverse circulation rotary holes from 1990 to
1995 and Crown drilled core holes in 2002 and 2003. During the first phase of
drilling, splits were taken of drill samples and submitted for analysis to
Silver Valley Laboratories of Osburn, Idaho. Core was sawed and reverse
circulation rotary chips were riffle split in order to obtain representative
samples for analysis. Check assays of selected samples were submitted for
comparison with original assays. Sample intervals were selected by the geologist
in charge of the project. After acquiring its joint venture interest, Battle
Mountain checked Crown's drill results by submitting splits from the core, pulps
from core and reverse circulation rotary samples and reverse circulation rotary
duplicate chips to a second laboratory for confirmatory assays. Additionally,
Battle Mountain drilled twin holes to confirm Crown's results in selected areas.
Battle Mountain's drilling was logged by a geologist and was sampled on
five-foot intervals. Entire core samples were submitted for assay and pulps were
checked for re-assay. Rejects of reverse circulation rotary holes were
re-assayed. Standards and blanks were submitted along with exploration samples.
Battle Mountain primarily used Silver Valley Laboratory of Osburn, Idaho for
assay services.
37
Samples from the second phase of drilling in 2002 and 2003 were assayed
primarily by CAS Laboratories of Spokane, Washington with most check assays
performed by ALS Chemex laboratory of Vancouver, British Columbia. Imbedded
standards, sample duplicates and blanks were assayed. Crown used ALS
laboratories of Spokane, Washington as the primary laboratory and ALS Chemex
laboratory of Vancouver, British Columbia as the primary check assay laboratory.
Core was logged and sample intervals were selected by the geological staff for
analysis. Chain of custody was documented between the geologist and the
laboratory. Core samples and rejects are stored on site under the supervision of
Crown.
No significant sampling or analytical biases are known to exist within
any of the data sets that could affect the estimation of the resources or
reserves.
TOLL MILLING AGREEMENT
On November 11, 2003, Crown entered into a toll milling agreement with
Echo Bay Minerals, a wholly-owned subsidiary of Kinross, whereby Crown agreed to
deliver ore from the Buckhorn Mountain Project deposit to Echo Bay Minerals'
Kettle River mill, located near Republic, Washington approximately 92 kilometers
(57 miles) from the Buckhorn Mountain Project. Under the terms of the toll
milling agreement, Echo Bay Minerals agreed to process up to 1,500 tons per day
of ore produced at the Buckhorn Mountain Project at a cost to Crown of $20 per
ton. In addition, Crown agreed to pay a one-time capital charge of $5,000,000 to
Echo Bay Minerals on or before the last day of the calendar month following the
delivery of ores from the Buckhorn Mountain Project to the Kettle River mill.
The toll milling agreement is subject to Crown's obtaining the necessary permits
to mine and deliver the ores from the Buckhorn Mountain Project, standard
toll-milling terms regarding (among other terms) grade, delivery, commingling
and refining, and regulatory approval. If the Merger is consummated, the toll
milling agreement will be between subsidiaries of Kinross and, therefore, may be
terminated.
RESERVES AND MINERAL DEPOSITS
The following table shows Crown's probable gold reserves at December 31,
2005:
Mineable Probable Reserves
Ore Gold Grade Contained Gold
Tons (ounces/ton) (ounces)
---- ------------ --------
3,075,000 0.32 991,000
Crown's probable reserves are reported as mineable (extractable) ore
reserves. The mineral reserves and resources reported herein were prepared in
accordance with Industry Guide 7 promulgated by the U.S. Securities and Exchange
Commission and were verified by SRK Consulting ("SRK"), based in Toronto,
Canada, as of December 15, 2003. Crown undertook a review to test SRK's ore
reserve estimate for impairment in 2004 and 2005 and determined that no changes
in the SRK's estimate were necessary based upon the following: (1) none of the
ore reserves were mined in 2005 or 2004, consequently there was no depletion of
the ore reserve; (2) the aspects of the mine plan have not materially changed;
(3) permitting has not impacted the overall mine and milling plan; and (4) Crown
elected to use the same price of gold used in determining ore reserves, $350 per
ounce. SRK's feasibility study for the Buckhorn Mountain Project incorporates
the Toll Milling Agreement and determined that the reported mineral reserves are
economically viable based on current information on costs and technology
applicable to mining, metallurgy and other relevant factors that relate to the
extraction of the mineral reserve. A summary of the major assumptions is
provided below:
38
Toll milling contract cost: $20 per ton
Gold price: $350 per ounce
Gold recovery from mined ore: 90%
Economic cut off grade (ounces gold/ton): 0.19
Daily production rate: 1,500 tons
Total operating costs: $201 per ounce of gold recovered (including toll milling contract cost)
Initial capital costs: $32.6 million
Sustaining capital, life of mine: $10.0 million
Mineral reserves were estimated by SRK based on a gold price of $350 per
ounce at December 31, 2003 and reviewed by Crown using the same gold price at
December 31, 2005. The market price of gold has ranged from a high of $548 per
ounce to a low of $411 per ounce during 2005. However, the price of gold over
the last five years has ranged from a high of $548 per ounce to a low of $256
per ounce. The use of $350 per ounce for Crown's 2005 review of its reserves is
reasonable as it takes into account Crown's estimate of the lower end of
potential gold pricing and volatility over the life of the mine. Moreover,
because of the high-grade nature of the Buckhorn Mountain gold deposit with very
sharp ore-waste boundaries, higher gold prices do not materially increase the
reserves. The value of contained silver in the ore was ignored. The gold price
at the time of reporting of the reserves was substantially higher than the level
used in estimating. However, the price has been lower during recent time
periods. If the market price were to decrease to lower levels, Crown may
determine that its reserves should be re-estimated resulting in a potential
reduction in the amount of reserves.
PERMITTING AND DEVELOPMENT
In July 2001, Crown became the sole owner of the Crown Jewel project and
renamed it the Buckhorn Mountain Project. Previously, the Crown Jewel Project
had been subject to a joint venture agreement between Crown and Battle Mountain.
Battle Mountain had proposed an open-pit mining operation with an on-site
processing facility. Battle Mountain's proposed open-pit Crown Jewel Project was
subjected to numerous permitting and legal challenges and delays. In January of
2000, the Washington Pollution Control Hearings Board (the "PCHB") vacated the
previously granted 401 Water Quality Permit and certain water rights for the
Crown Jewel Project. Other permits previously granted to the Crown Jewel Project
have since lapsed and are in the process of being reacquired as part of the
ongoing permitting process.
As part of the analysis of the Buckhorn Mountain Project subsequent to
the January 2000 PCHB ruling, Crown retained Gochnour and Associates
("Gochnour") to review the required permits for a potential combination
underground/open-pit-mine design for the Buckhorn Mountain Project ore deposit.
Gochnour indicated this mine design would require conducting additional baseline
studies and collecting data for modeling to amend previously approved permits as
well as to obtain permits for activities that were not previously contemplated,
for example the underground mining effects on ground water. Gochnour indicated
the underground alternative would also require mitigation of environmental
impacts. The Gochnour report concluded the proposed mine design is legally
permittable.
During 2002, Crown began seeking regulatory approval and permits to
operate an exclusively underground mining operation at the Buckhorn Mountain
Project. In May 2003, Crown submitted its Initial Buckhorn Mountain Project Plan
of Operations with the USFS and the Washington State Department of Ecology (the
"WDOE"). The Initial Buckhorn Mountain Project Plan of Operations was deemed
complete by the USFS in August 2003. This plan proposed a processing facility
seven miles from the mine that Crown would construct, own, and operate. The ore
would have been trucked from the mine to the mill. Crown believed this
development plan significantly reduced the environmental impacts compared to the
Crown Jewel open-pit mining plan proposed by Battle Mountain.
Subsequent to the signing of the toll milling agreement with Echo Bay
Minerals, Crown filed an amended Buckhorn Mountain Plan of operations as
outlined in the SRK feasibility study that provides for trucking of ore from the
mine to the Kettle River processing facility owned by Echo Bay Minerals. This
new development plan further reduces environmental impacts in comparison to the
previous Buckhorn Mountain Project Plan of Operations by eliminating the need
for new milling and tailings disposal facilities.
39
As a result of the Department of Interior-Bureau of Land Management
issuing the patents to Crown, the surface title was transferred from the USFS to
Crown. Subsequently, the USFS determined that it was unnecessary for it to
continue to be a co-lead agency in the permitting process. The WDOE is now the
sole lead agency for all permitting activities. The USFS is currently preparing
an Environmental Assessment ("EA") for proposed activities that will occur on
federal land, including upgrading of existing access roads, the construction of
approximately 1.5 miles of new road, the installation and maintenance of water
quality monitoring wells and construction of a perimeter fence line. The WDOE
completed the work necessary for filing the Draft Supplemental Environmental
Impact Statement ("DSEIS") during the third quarter of 2005, and the DSEIS was
published on October 28, 2005 for public comment. The WDOE and the USFS is
currently addressing public comments concerning the DSEIS and EA as part of
preparing the final SEIS and EA.
Crown is currently finalizing the construction and operational permits
required for development and production on the property. A variety of permits
and approvals are under application from the state of Washington and from local
governmental entities.
Although Crown is not aware of any laws or regulations which would be
violated by the mine design proposed in the SRK feasibility study, as
subsequently modified in the environmental review process, there will continue
to be uncertainty regarding Crown's ability to obtain the necessary permits from
the regulatory authorities in a timely manner, if ever.
Construction of the Buckhorn Mountain Project will not begin prior to
the successful issuance of the remaining permits and resolution of any potential
future legal and administrative challenges. Potential delays due to the appeals
process, permit process or litigation are difficult to quantify. See "Legal
Proceedings."
FINANCING
If the merger agreement with Kinross is not completed, Crown would
require additional capital in the form of either equity or debt financing, or
Crown would need to enter into a joint venture to permit, develop, and operate
the Buckhorn Mountain Project. Crown cannot assure you that such financing would
be available on acceptable terms in order for the Buckhorn Mountain Project to
enter into commercial production. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
OTHER PROPERTY INTERESTS
KINGS CANYON
The Kings Canyon property in Utah consists of 360 acres of unpatented
claims. Crown holds a 100% interest in the property, subject to a 4% net smelter
royalty to third parties. There are no proven or probable reserves or
capitalized costs related to the Kings Canyon property as of December 31, 2005.
Crown will continue to maintain the property and, if the Kinross merger is not
completed, Crown may sell its interest or seek a joint venture partner to
further evaluate and develop the Kings Canyon property.
MINERAL PROPERTY AND EXPLORATION EXPENDITURE OVERVIEW
During 2005, Crown incurred $1,863,000 in cash expenditures (of which
$464,000 were reimbursed to Crown by Kinross) and Kinross directly paid
third-party vendors an additional $1,466,000 in support of permitting and
development of the Buckhorn Mountain Project. Crown is required to pay annual
property taxes on fee lands and patented mining claims it owns, which Crown
expenses to operations as incurred. These amounted to $6,000 and $5,000 for the
years ended December 31, 2005 and 2004, respectively. Crown is required to pay
annual rental and maintenance fees to maintain our interests in unpatented
mining claims, which it expenses to operations as incurred. These amounted to
$20,000 and $21,000 for the years ended December 31, 2005 and 2004,
respectively. Any production from Crown's fee lands, patented mining claims, and
unpatented mining claims will be subject to AD VALOREM taxes. Crown has no work
commitments to be fulfilled in 2006.
40
2006 Annual Maintenance Fee Commitments:
Payments on unpatented
Property Mining Claims
-------- -------------
Buckhorn Mountain $18,000
Kings Canyon 2,000
-------
Total $20,000
=======
EXPLORATION ACTIVITIES
Historically, a significant part of Crown's business involves the review
of potential property acquisitions and continuing review and analysis of
properties in which it has an interest, to determine the exploration and
development potential of the properties. In analyzing expected levels of
expenditures for work commitments and lease obligations, Crown considers the
fact that its obligations to make such payments fluctuate greatly depending on
whether, among other things, Crown makes a decision to sell a property interest,
convey a property interest to a joint venture, or to allow its interest in a
property to lapse by not making the work commitment or payment required. Crown
is not currently conducting any potential property acquisitions or exploration.
EMPLOYEES
As of April 17, 2006, 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. Solitario also pays 25% of Crown's total
corporate administrative costs for executive and technical salaries, benefits,
and expenses, 50% of Crown's total corporate administrative costs for financial
management and reporting salaries, benefits, and expenses, and 75% of Crown's
total corporate administrative costs for investor relations salaries, benefits,
and expenses. These allocations are based on estimated time and expenses spent
by Crown management and employees on Crown activities and Solitario activities.
Management of Crown believes these allocations are reasonable and the
allocations are periodically reviewed by management and approved by independent
Board members of both Crown and Solitario.
Assuming the merger between Kinross and Crown is successfully
consummated, the management agreement will be terminated and Solitario will
procure the services of the Crown employees directly. In the event that the
merger is not successfully completed, it is anticipated that the management
agreement would continue under the same or similar terms.
LEGAL PROCEEDINGS
Crown is not currently involved in any legal proceedings. Crown is not
aware of any legal challenge to its current proposed mining plans at the
Buckhorn Mountain Project. However, beginning in March 1997, the prior attempt
to permit the Crown Jewel Project (as it was then known) was subject to various
legal challenges in Washington State court, United States District Court, and
administrative hearings. Prior permitting efforts centered on Battle Mountain's
proposed open pit mine. That plan of operations is no longer being pursued. The
currently proposed plan of operations calls for an underground mine, which Crown
anticipates will address many of the prior concerns. Most notably, the current
proposed plan substantially reduces the number of surface acres that will be
impacted by mining operations and utilizes the existing Kettle River processing
facility owned by Kinross, so that a new processing facility will no longer need
to be constructed at or near the proposed mine. Although none of the previous
legal challenges or protests relates to Crown's current proposed plan of
operations, Crown cannot make assurances that future litigation will not be
filed.
41
STOCKHOLDER AND VOTING AGREEMENT
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 (which has occurred) and to vote all of the shares of Crown
common stock owned by them, as well as all shares of Crown common stock acquired
by them, in favor of the approval of the plan of merger, and against the
acquisition of Crown by any person other than Kinross. As of April 17, 2006,
18,639,640 shares of Crown common stock were subject to the stockholder and
voting agreement, representing approximately 40.5% of the outstanding shares of
Crown common stock. See the section entitled "Agreements Relating to the
Merger--Stockholder and Voting Agreement."
42
--------------------------------------------------------------------------------
PRINCIPAL SHAREHOLDERS OF CROWN
--------------------------------------------------------------------------------
The following table sets forth information, as of April 17, 2006, with
respect to the number of shares of Crown Common Stock beneficially owned by each
shareholder known by Crown to be the beneficial owner of more than 5% of Crown's
Common Stock, by all directors, nominees for director, executive officers named
in the Summary Compensation Table and all directors, nominees for director and
executive officers as a group. Except as noted below, each shareholder has sole
voting and investment powers with respect to the shares shown. Unless otherwise
indicated below, the address of each beneficial owner is 4251 Kipling St., Suite
390, Wheat Ridge, Colorado, 80033.
Percent of
Crown's Percent of
common stock, Crown's
based on current common stock,
Amount and number of based on
Nature of outstanding exercise
Beneficial common shares of convertible
Ownership in prior to conversion securities on a
Name and Address of Crown common of any convertible fully diluted
Beneficial Owner(1) stock(2) securities(3) basis(4)
-------------------------------------------------------------------------------------------------
Solitario Resources Corporation
4251 Kipling St., Suite 390
Wheat Ridge, CO 80033 6,071,626(5) 13.2% 11.7%
Zoloto Investors, LP
c/o Steve Webster
14701 St. Mary's Lane, Suite 800
Houston, TX 77079 16,443,548(5) 35.7% 31.6%
Loeb Partners Corporation(7)
c/o Bob Grubin
61 Broadway
New York, NY 10006 5,471,392 11.9% 10.5%
Deephaven Domestic Capital(7)
Management, c/o Colin Smith
130 Cheshire Lane, Suite 102
Minnetonka, MN 55305 2,562,140 5.6% 4.9%
Kinross Gold Corporation 6,311,640(6) 12.2% 12.1%
40 King St. West
Toronto, ON Canada M5H 3Y2
MMCAP International Inc. SPC 2,327,061 5.1% 4.5%
PO Box 32021 SMB
Grand Cayman
Cayman Islands, BWI
Steven A. Webster 16,820,195(7) 36.6% 32.3%
Christopher M. Harte 175,000 0.4% 0.3%
Christopher E. Herald 6,958,894(5)(8) 15.1% 13.4%
Mark E. Jones, III 14.4% 12.7%
6,246,626(5)
Brian Labadie 0.5% 0.4%
225.000
F. Gardner Parker 0.4% 0.4%
200,000
Ronald Shorr 0.1% 0.1%
54,300
James R. Maronick 1.2% 1.0%
532,177
All directors and executive officers
as a group (nine persons) 19,568,940(9) 42.5% 37.5%
(footnotes on following page)
43
-------------------------
(1) Based upon information supplied to Crown by the shareholder, including
filings as required under section 13 and 16 of the Securities and
Exchange Act of 1934.
(2) This column reflects the ownership of the 46,002,239 shares outstanding
Crown common stock as of April 17, 2006, with the exception of Kinross,
whose totals include 5,800,000 shares from the potential conversion of
the Convertible Debenture. In addition there are 312,377 potentially
issuable shares from outstanding Crown warrants, however none of the
warrants are held by beneficial owners identified in the table.
(3) This column reflects the percentage ownership assuming outstanding
shares only, but includes the effect of the exercise of the Convertible
Debenture as on the percentage ownership of Kinross.
(4) This column reflects the percentage ownership assuming the exercise of
the Convertible Debenture and all warrants for cash, which would result
in 52,114,616 shares of Crown common stock issued and outstanding.
(5) Includes 6,071,626 shares held by Solitario, which are subject to a
voting agreement between Solitario and Zoloto. The 6,071,626 shares held
by Solitario are subject to the control of the board of directors of
Solitario. The board consists of Christopher E. Herald, Mark E. Jones,
Leonard Harris, John Hainey, and Dan Leonard.
(6) Includes 5,800,000 shares from the conversion of the Convertible
Debenture.
(7) Includes 16,443,548 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) Bob Grubin is a principal of Loeb Partners Corporation. Colin Smith is
the CEO of Deephaven Domestic Capital Management.
The selected consolidated financial data should be read in conjunction
with "Crown's Management's Discussion and Analysis of Financial Condition and
Results of Operations" beginning on page 45 and the audited consolidated
financial statements and related notes thereto included with this Proxy
Statement/Prospectus.
--------------------------------------------------------------------------------
CROWN SELECTED HISTORICAL FINANCIAL INFORMATION
--------------------------------------------------------------------------------
The selected consolidated financial data set forth below as of and for
each of the five years in the period ended December 31, 2005, has been derived
from Crown's audited consolidated financial statements (not all of which
financial statements are included herein) prepared in accordance with U.S. GAAP.
The selected consolidated financial data should be read in conjunction with
Crown's Management's Discussion and Analysis of Financial Condition and Results
of Operations and the consolidated financial statements of Crown and related
notes thereto included elsewhere in this Proxy Statement/Prospectus.
BALANCE SHEET DATA: As of December 31,
----------------------------------------------------------------------------------------------------------
(in thousands) 2005 2004(1) 2003 2002 2001
---- ----- ---- ---- ----
Total assets $40,766 $39,440 $34,446 $29,644 $31,030
Current portion of long-term debt - 45 49 70 18,302
Non-current portion of long-term debt (net) 8,534 - 353 5,037 107
Working capital (deficit) 983 1,006 2,082 793 (15,713)
Stockholders' equity 24,262 $18,462 $29,379 $19,159 $11,630
STATEMENT OF OPERATIONS DATA: Year ended December 31,
----------------------------------------------------------------------------------------------------------
(in thousands, except per share amounts) 2005 2004(1) 2003 2002 2001
---- ----- ---- ---- ----
Revenues and property sales $ - $ - $ - $ 171 $ 214
Net income (loss) $ (899) $(7,119) $(3,854) $ 2,091 $(2,098)
Basic income (loss) per share(3) $ 0.02) $ (0.23) $ (0.59) $ 0.65 $ (0.72)
Diluted income (loss) per share(3) $ 0.02) $ (0.23) $ (0.59) $ 0.10 $ (0.72)
Cash dividends declared per share $ 0.21 $ - $ - $ - $ -
-------------------------
(1) As restated. See note 14 to the consolidated financial statements
includes elsewhere in this Proxy Statement/Prospectus.
(2) Until July 26, 2004, the results of Solitario are reflected under the
equity method of accounting. On July 26, 2004, Crown completed the
spin-off of Solitario to its shareholders. See Note 4 to the
consolidated financial statements included elsewhere in this Proxy
Statement/Prospectus.
(3) All per share amounts have been adjusted to account for the one-for-five
reverse split pursuant to the Plan of Reorganization in 2002.
44
--------------------------------------------------------------------------------
CROWN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
The following discussion should be read in conjunction with the
consolidated financial statements of Crown for the years ended December 31,
2005, 2004 and 2003, included elsewhere in this Proxy Statement/Prospectus.
Crown's financial condition and results of operations are not necessarily
indicative of what may be expected in future years.
As discussed in Note 14 to Crown's consolidated financial statements
included elsewhere in this Proxy Statement/Prospectus, the financial statements,
as of and for the year ended December 31, 2004, have been restated. 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 and development company operating
in the western United States. Crown's principal expertise is in identifying
properties with promising mineral potential, acquiring these properties and
exploring them to an advanced stage. Crown's goal is to advance its mineral
properties, either on its own or through joint ventures, to the feasibility
study stage and thereafter to pursue their development, typically through a
joint venture with a partner that has expertise in mining operations. Crown has
in the past recognized, and expects in the future to recognize, revenues from
the option and sale of its mineral properties to joint venture partners and from
the sale of its share of metals produced from its mineral properties.
On November 20, 2003, Crown executed a definitive agreement to merge
with Kinross. The merger with Kinross is subject to the approval of two-thirds
of Crown's shareholders and customary closing conditions. Crown currently has no
source of recurring revenue and it anticipates any future recurring revenue
would only occur after the successful development of the Buckhorn Mountain
Project. The successful development of the Buckhorn Mountain Project is
dependent on several factors, many of which are beyond Crown's control. Crown
cannot provide any assurance that the merger with Kinross will be completed as
planned, or that it will be able to successfully permit and develop the Buckhorn
Mountain Project in the event the merger is not completed.
Crown's capitalized mineral property and mineral interests relate
entirely to its Buckhorn Mountain Project, located in the State of Washington.
Crown is currently developing the Buckhorn Mountain Project, which includes
permitting efforts to build and operate an underground mine and to truck the ore
extracted from the Buckhorn Mountain Project to the Kettle River mill, located
approximately 52 miles from the Buckhorn Mountain Project. Kinross owns the
Kettle River mill. As discussed below, in December 2003, Crown entered into a
toll-milling agreement with a wholly-owned subsidiary of Kinross to facilitate
the processing of the Buckhorn Mountain Project ore. As of December 31, 2005,
Crown's mineral reserves at the Buckhorn Mountain project, pursuant to a
feasibility study prepared by an independent mining consulting firm, are
3,075,000 tons of ore at a grade of 0.32 ounces of gold per ton, for a total
reserve of 991,000 ounces of gold. Virtually all of Crown's current and
near-term efforts are related to this development effort at the Buckhorn
Mountain Project as well as the completion of the merger with Kinross.
Since the announcement of the planned Kinross merger, Crown has
essentially limited its activities to permitting the Buckhorn Mountain Project
and general and administrative duties required to complete the planned merger.
However, Crown has historically derived its revenues principally from interest
income and the option and sale of property interests. Crown currently has
limited financial resources and, accordingly, is not engaged directly in any
significant exploration or development activity other than at its Buckhorn
Mountain Project. Crown's current objective is to complete the permitting
process for development of the Buckhorn Mountain Project in conjunction with
Kinross. Unless Crown is successful in these objectives, it is unlikely that it
will be in a position in the foreseeable future to pursue additional exploration
or development projects. Furthermore, in the event the merger with Kinross is
not completed, Crown will need significant additional financial resources to
develop the Buckhorn
45
Mountain Project and it cannot provide assurance that it will be able to obtain
such financial resources. Crown currently estimates the initial capital cost for
the Buckhorn Mountain Project will require approximately $32.6 million. Based
upon its current business plan, Crown estimates its current financial resources
are sufficient to fund its operations through the first quarter of 2007,
excluding any additional funding it would require to develop the Buckhorn
Mountain Project, should the merger with Kinross not be completed.
On July 26, 2004, Crown completed a spin-off of Solitario's shares to
its shareholders, whereby each Crown shareholder received 0.2169 shares of
Solitario common stock for each Crown share they owned. As part of the spin-off,
on July 26, 2004, Crown retained 998,306 shares of Solitario common stock (the
"Retained Shares") for the benefit of its warrant holders who will receive those
shares when the warrant holders exercise their warrants. Subsequent to the
spin-off, Crown distributed 962,302 Retained Shares upon the exercise of
warrants and at December 31, 2005, had 36,004 Retained Shares. Although Crown
claims no beneficial interest in the Retained Shares, it carries the investment
in the Retained Shares at fair value with changes in the fair value recorded in
the statement of operations. Crown has recorded an unexercised warrant liability
of $542,000, which includes $56,000 classified as a current liability for the
portion of the unexercised warrant liability which will be settled by the
Retained Shares to be distributed and $486,000 for the fair value of the
unexercised warrant liability which will be settled in shares of Crown common
stock, classified as non-current. Crown records any changes in the value of its
unexercised warrant liability in the statement of operations. See Note 7 to
Crown's consolidated financial statements with this Proxy Statement/Prospectus.
During the years ended December 31, 2005 and 2004, Crown recorded a gain on its
investment in Retained Shares of $37,000 and $1,263,000, respectively, and Crown
recorded a loss on derivative instruments related to its unexercised warrant
liability of $205,000 and $3,475,000, respectively. In addition, Crown retained
93 Solitario shares, from fractional shares, which it intends to sell. After the
disposition of the Solitario shares retained for warrant holders and fractional
shares, Crown will no longer own any shares of Solitario.
On December 21, 2004, the Department of Interior-Bureau of Land
Management approved Crown's patent application on nine unpatented mining claims
and Crown received title to both the surface and mineral estate on approximately
154 acres of land. Crown now owns title to both the mineral and surface estate
covering the entire ore reserve.
RECENT FINANCING TRANSACTIONS
On February 24, 2006, Crown and Kinross amended the merger agreement to
(i) extend the date on which either party may terminate the Kinross merger
agreement if the merger contemplated therein has not closed (the "Termination
Date") from March 31, 2006 to December 31, 2006; (ii) removed the valuation
collar on the transaction; (iii) reduce the exchange ratio to 0.32 shares of
Kinross stock; and (iv) provide that if the merger is not completed by July 1,
2006 Kinross will loan Crown $2,000,000 in a three-year note with the proceeds
to be used to extinguish an existing third-party net smelter royalty at the
Buckhorn Mountain Project.
On July 26, 2005, Crown used the majority of the proceeds from the
Convertible Debenture to pay a dividend of $0.21 per share to shareholders of
record as of July 14, 2005 and recorded a $9,661,000 charge to additional
paid-in capital.
On June 20, 2005, Crown issued the Convertible Debenture which has a
term of five years, an interest rate of 4% payable annually with a provision to
delay the first two annual interest payments, at Crown's election. The
Convertible Debenture is convertible at Kinross' option any time after September
30, 2005 and prior to maturity into 5.8 million of Crown's shares of common
stock, plus shares of Crown common stock for any accrued interest. In the event
the Kinross merger agreement is terminated other than as a result of a default
by Crown, Crown shall have the right to convert all amounts due under the
Convertible Debenture by providing 30 days prior notice to Kinross. Any shares
issued upon conversion of the Convertible Debenture, or any portion thereof,
will be restricted stock. Crown recorded a beneficial conversion feature
discount of $1,624,000 to additional paid-in capital, representing the
difference between the market price of Crown common stock on June 20, 2005 of
$2.00 and the conversion price of $1.72 per share of Crown common stock. The
discount is being amortized as interest cost over the stated term of the
Convertible Debenture as interest cost. Crown capitalized interest cost of
$158,000 from amortization of the discount to development cost during the year
ended December 31, 2005. In addition, Crown recorded $211,000 of
46
interest on the Convertible Debenture for the year ended December 31, 2005,
which has also been capitalized to Buckhorn Mountain development costs.
On May 31, 2005, Crown and Kinross amended the merger agreement to (i)
extend the Termination Date from May 31, 2005 to March 31, 2006; (ii) increase
the exchange ratio to 0.32 shares; (iii) put a valuation collar on the
transaction whereby the maximum value of Kinross common shares to be issued to
Crown shareholders (excluding any Crown common shares held by Kinross) is $110.0
million and the minimum value is $77.5 million; (iv) provide that Kinross would
invest in a $10.0 million convertible debenture issued by Crown (the
"Convertible Debenture") on or before June 20, 2005; and (v) provide that if
Crown paid a dividend of up to $0.21 per share to its shareholders, Kinross
would reimburse Crown upon the payment of certain third-party invoices received
by Crown after June 1, 2005 for permitting and development of Crown's Buckhorn
Mountain Project. As a result of the May 31, 2005 amendment, as of December 31,
2005, Crown recorded an increase in mineral properties of $2,418,000 for
permitting and other related costs on invoices received after June 1, 2005 to be
paid by Kinross which has been recorded as a capital contribution to paid-in
capital. Through December 31, 2005 Kinross has paid $1,930,000 of those costs
and Crown has recorded a receivable from Kinross of $488,000 as of December 31,
2005 in stockholders' equity for the balance.
During 2005, warrant holders exercised warrants for 7,037,105 shares of
Crown common stock on a cashless basis and received 4,582,614 shares of Crown
common stock and 810,997 Retained Shares. During 2005, warrant holders exercised
warrants for 893,853 shares on a cash basis by paying Crown $670,000 and
received 893,953 shares of Crown common stock and 103,013 Retained Shares. As a
result of these exercises, during 2005, Crown reduced its investment in retained
shares of Solitario by $1,409,000 for the fair value of the Retained Shares
distributed on the date of exercise, credited stockholders' equity by
$11,135,000 for the fair value of the shares of Crown common stock issued and
reduced the unexercised warrant liability by the fair value of the warrants
exercised. At December 31, 2005, Crown has warrants exercisable into 312,377
shares of Crown common stock and has 36,004 Retained Shares related to those
warrants.
Concurrently with an amendment to the Kinross merger agreement, signed
on December 30, 2004, Crown agreed to sell to Kinross and Kinross agreed to
purchase from Crown 511,640 newly issued shares of Crown common stock at the
fair market value of the stock of $1.9545 per share or $1,000,000 in the
aggregate. The fair market value of the common stock was based upon the average
of the closing market price of a share of Crown common stock for the 20 days
prior to December 30, 2004, per the terms of the amendment. The closing of the
sale occurred on January 18, 2005. Crown used the proceeds of this offering to
pay for permitting costs related to its Buckhorn Mountain Project.
CORPORATE REORGANIZATION
On March 8, 2002, Crown filed a voluntary petition for protection under
Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy") in the United
States Bankruptcy Court for the District of Colorado (the "Court"). As part of
the Bankruptcy, Crown filed a Plan of Reorganization (the "Plan") and a
Disclosure Statement with the Court on March 25, 2002. On May 30, 2002, the
Court confirmed the Plan, which became effective on June 11, 2002 (the
"Effective Date"). As part of the Plan, Crown restructured its existing $15.0
million 5.75% Convertible Subordinated Debentures due August 2001 (the
"Debentures").
The restructuring was completed through an exchange of outstanding
Debentures, including any accrued interest thereon for the following
consideration: (i) issuance of $1,000,000 in cash; (ii) $2,000,000 in 10%
Convertible Secured Notes (the "Secured Notes") convertible into Crown common
shares at $0.35 per share; (iii) $4,000,000 of convertible unsecured
subordinated notes (the "Subordinated Notes") convertible into Crown common
stock at $0.75 per share; and (iv) warrants, which expire in October 2006 that
entitle the holders the right to purchase, in the aggregate, 5,714,285 shares of
Crown common stock at an exercise price of $0.75 per share. The interest on the
Secured Notes and Subordinated Notes was payable in cash or shares of Crown
common stock at the conversion price at Crown's election. In November 2003, all
Subordinated Notes were automatically converted into shares of Crown common
stock. In December 2003, substantially all Secured Notes were converted into
shares of Crown common stock. In July 2005, Wells Fargo Bank, Minnesota (the
"Disbursing Agent") exercised warrants due to the unexchanged Debentures for
68,589 shares on a cashless basis into 42,996 shares of Crown common stock.
47
In order to effect the Plan on the Effective Date, Crown entered into a
Custody and Disbursing Agreement with the Disbursing Agent as well as trust
indentures with Deutsche Bank Trust Company, Americas, as Trustee on the Secured
Notes and with Wells Fargo Bank Minnesota, N.A. as Trustee on the Subordinated
Notes. As of March 1, 2006, $180,000 in Debenture certificates have not been
presented. If all of these Debentures are presented, the Disbursing Agent will
distribute $12,000 in cash (plus the dividend paid to the Disbursing Agent on
behalf of unexchanged Debentures on July 26, 2005), 68,589 shares of Crown
common stock from the converted Secured Notes (plus accrued interest since June
11, 2002), 64,000 shares of Crown common stock from the converted Subordinated
Notes (plus accrued interest since June 11, 2002), and 42,996 shares of Crown
common stock from the exercise of warrants to acquire 68,589 shares of Crown
common stock which were exercised in July 2005. The Debenture holders have until
June 2007 to present their certificates to the Disbursing Agent, at which time
the Disbursing Agent will deliver to us any undistributed cash and Crown common
stock.
RESULTS OF OPERATIONS
LIMITED REVENUE SOURCES
Since the announcement of the planned Kinross merger, Crown has
essentially limited its activities to permitting the Buckhorn Mountain Project
and general and administrative duties required to complete the planned merger.
Crown currently has no source of recurring revenue and if the planned merger
with Kinross is not completed, Crown anticipates any future recurring revenue
would only occur after the successful development of the Buckhorn Mountain
Project. Crown's activities, primarily consisting of permitting the Buckhorn
Mountain Project, have not been materially affected by inflationary factors over
the last three years. The successful development of the Buckhorn Mountain
Project is dependent on several factors, many of which are beyond Crown's
control. Although Crown is in the late stages of the process of securing the
necessary permits for the development of the Buckhorn Mountain Project, Crown
cannot provide any assurance it will be successful in these efforts.
Crown has historically derived its revenues from the option and sale of
property interests, interest income and to a lesser extent from payments on
royalty interests and the sale of its share of gold produced on its properties.
Revenues from the option and sale of property interests have consisted of a
small number of relatively large transactions. Such transactions have occurred,
and in the future are likely to occur, if at all, at irregular intervals and
have a significant impact on operating results in the periods in which they
occur. In the past, Crown's exploration and development expenditures have
constituted the bulk of its activities.
2005 VS. 2004
For 2005, Crown had a net loss of $899,000 or $0.02 per basic and
diluted share, compared to a net loss of $7,119,000, or $0.23 per basic and
diluted share, respectively, in 2004. Crown recorded no revenue in 2005 or 2004.
The large net loss in 2004 is primarily a result of a $3,475,000 loss on
derivative instrument, offset by a $1,263,000 gain on Crown's investment in
Solitario, deferred income tax expense of $3,024,000, and other costs of
operations aggregating $1,883,000. During 2005, all of these items were
significantly reduced as discussed in more detail below.
On July 1, 2004, as a result of declaring, as a dividend, the
distribution of Crown's 9,633,585 shares of Solitario common stock, the
classification of Crown's warrants changed from an equity derivative instrument
to that of a liability derivative instrument in accordance with SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". As a result,
Crown recorded an unexercised warrant liability of $16,107,000 for the fair
value of the securities to be delivered to the warrant holders upon the exercise
of their warrants, with a corresponding charge to additional paid-in capital.
All subsequent increases and decreases in the fair value of the warrant are
recorded in the statement of operations as gain or loss on derivative
instruments. During the years ended December 31, 2005 and 2004, Crown recorded a
loss on derivative instrument of $205,000 and $3,475,000, respectively, related
to the increases in the fair value of the unexercised warrants.
48
On July 26, 2004, Crown completed a spin-off of Solitario's shares to
its shareholders, whereby each Crown shareholder received 0.2169 shares of
Solitario common stock for each Crown share they owned. As part of the spin-off,
on July 26, 2004, Crown retained 998,306 Retained Shares of Solitario shares for
the benefit of Crown's warrant holders who will receive those shares when the
warrant holders exercise their warrants. Subsequent to the spin-off, Crown
distributed 962,302 Retained Shares upon the exercise of warrants and at
December 31, 2005, had 36,004 Retained Shares. During the years ended December
31, 2005 and 2004, Crown recorded a gain of $37,000 and $1,263,000,
respectively, on its investment in retained shares of Solitario related to the
difference in the carrying cost of the Retained Shares on the date of the
spin-off and the fair value of the balance of the Retained Shares.
General and administrative expenses increased slightly to $1,034,000 in
2005 compared to $935,000 in 2004. Salary and bonus expense, including benefits
increased to $922,000 in 2005 compared to $759,000 in 2004 as a result of
increased salaries and director fees and bonuses paid as a result of the
continued delay in completing the Kinross merger. The increase in salaries and
bonus expense was mitigated by a modest increase in Crown's management fees
charged to Solitario to $423,000 in 2005 from $390,000 in 2004, which are
classified as an offset to Crown's general and administrative costs and by a
reduction in legal and accounting costs to $359,000 in 2005 from $455,000 in
2004. Other general and administrative costs, including shareholder and investor
relations costs, were comparable from 2004 to 2005.
Crown recorded other income of $60,000 during 2004. This was primarily
as a result of recording a gain of $70,000 on the sale of 1,000,000 shares of
Royal Standard Minerals common stock for proceeds of $241,000. There were no
similar transactions in 2005. As of December 31, 2005, Crown no longer held any
marketable equity securities and does not expect to record any gains or losses
from similar transactions in the future.
Variable option compensation expense of $518,000 was recorded in 2004
related to an increase in the vested intrinsic value of Crown's options
primarily as a result of the acceleration of vesting of its outstanding options
from 60% at December 31, 2003 to 100% just prior to the exercise of the options
during the third quarter of 2004. This was partially offset by a decrease in the
intrinsic value of each individual option due to a decrease in the underlying
market price of Crown common stock from $2.52 at December 31, 2003 to between
$1.85 on July 6, 2004 and $1.92 on July 12, 2004 when the vast majority of the
options were exercised. Under variable plan accounting, which initially resulted
from the re-pricing of existing options in 1999 and 1998, changes in the
intrinsic value of the stock options are charged (credited) to expense over the
service period (the vesting period) of the related options. All of Crown's
unexercised stock options were exercised during July 2004 and there was no
variable option compensation expense in 2005.
Crown's equity in loss of Solitario was $475,000 in 2004 compared to no
equity gain loss recorded in 2005. Crown completed a spin-off of Solitario on
July 26, 2004, as discussed above, and no longer had an equity interest in the
company after that date.
Crown recorded income tax benefit of $245,000 in 2005 versus an income
tax expense of $3,024,000 in 2004. The increase during 2004 in income tax
expense was primarily related to a $2,808,000 charge to deferred income tax in
connection with the taxable spin-off of Crown's interest in Solitario. In
addition, during 2004, deferred tax benefits of $116,000, were not provided on
$341,000, of non-deductible variable option compensation expense, related to
incentive stock options, recorded during the year ended December 31, 2004, which
are treated as a permanent difference and there were no similar items during
2005. In addition, deferred tax benefit of $70,000 and $1,182,000, respectively,
was not provided on the loss on derivative instrument - unexercised Crown
warrants of $205,000 and $3,475,000 recorded during the years ended December 31,
2005 and 2004, respectively, which are also treated as permanent differences.
Included in deferred tax expense at December 31, 2005 and 2004 is $82,000 and
$310,000, respectively, of other permanent differences related to certain
non-deductible interest expense paid in Crown common stock in its prior year tax
returns, and non-deductible losses related to certain Canadian subsidiaries.
During 2004, Crown recognized the tax gain on the disposal of its investment in
Royal Standard Minerals. The remaining change in tax expense and benefit from
the same period in the prior year was related to the level of pre-tax loss in
both periods. If Crown's pending merger with Kinross is not completed, Crown
anticipates offsetting any operating losses incurred in 2005 against its
existing deferred tax liabilities at the statutory rate resulting in a tax
benefit.
49
2004 VS. 2003
For 2004, Crown had a net loss of $7,119,000 or $0.23 per basic and
diluted share, compared to a net loss of $3,854,000, or $0.59 per basic and
diluted share, respectively, in 2003. Crown recorded no revenue in 2004 or 2003.
The net loss in 2004 is primarily a result of a $3,475,000 loss on derivative
instrument, offset by a $1,263,000 gain on Crown's investment in Solitario,
deferred income tax expense of $3,024,000, and other costs of operations
aggregating $1,883,000. The net loss in 2003 is primarily a result of variable
option compensation expense of $3,126,000 and other costs of operations
aggregating $1,609,000, with an offsetting income tax benefit of $855,000. Each
of these items is discussed in more detail below.
On July 1, 2004, as a result of declaring, as a dividend, the
distribution of Crown's 9,633,585 shares of Solitario common stock, the
classification of Crown's warrants changed from an equity derivative instrument
to that of a liability derivative instrument in accordance with SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". As a result,
Crown recorded an unexercised warrant liability of $16,107,000 for the fair
value of the securities to be delivered to the warrant holders upon the exercise
of their warrants, with a corresponding charge to additional paid-in capital.
All subsequent increases and decreases in the fair value of the warrant are
recorded in the statement of operations as gain or loss on derivative
instruments. During the year ended December 31, 2004, Crown recorded a loss on
derivative instrument of $3,475,000, related to the increases in the fair value
of the unexercised warrants.
On July 26, 2004, Crown completed a spin-off of Solitario's shares to
its shareholders, whereby each Crown shareholder received 0.2169 shares of
Solitario common stock for each Crown share they owned. As part of the spin-off,
on July 26, 2004, Crown retained 998,306 Retained Shares of Solitario for the
benefit of Crown's warrant holders who will receive those shares when the
warrant holders exercise their warrants. During the year ended December 31,
2004, Crown distributed 48,923 Retained Shares upon the exercise of warrants and
at December 31, 2004, had 950,013 Retained Shares. During the year ended
December 31, 2004, Crown recorded a gain of $1,263,000 on its investment in
retained shares of Solitario related to the difference in the carrying cost of
the Retained Shares on the date of the spin-off of $214,000 and the fair value
of the balance of the Retained Shares at December 31, 2004.
General and administrative expenses decreased slightly to $935,000 in
2004 compared to $995,000 in 2003. Both years' costs reflect increased
professional services costs associated with the Kinross merger and a modest
increase in Crown's management fees charged to Solitario to $390,000 in 2004
from $351,000 in 2003, which are classified as an offset to Crown's general and
administrative costs. Legal and accounting costs were $455,000 in 2004 versus
$526,000 in 2003. Other general and administrative costs, including salaries and
other personnel related costs, were comparable from 2003 to 2004.
Crown recorded other income of $60,000 during 2004. This was primarily
as a result of recording a gain of $70,000 on the sale of 1,000,000 shares of
Royal Standard Minerals common stock for proceeds of $241,000. There were no
similar transactions in 2003. As of December 31, 2004, Crown no longer holds any
marketable equity securities and does not expect to record any gains or losses
from similar transactions in the future.
Variable option compensation expense decreased significantly to $518,000
in 2004 from $3,126,000 in 2003. The large expense in 2003 was primarily as a
result of an increase in the intrinsic value of stock options due to an increase
in the value of Crown common stock from $0.58 per share at December 31, 2002 to
$2.52 per share at December 31, 2003. The lower value in 2004 is primarily a
result of the decrease in the intrinsic value of the options due to a decrease
in the underlying market price of Crown common stock from $2.52 at December 31,
2003 to between $1.85 on July 6, 2004 and $1.92 on July 12, 2004 when the vast
majority of the options were exercised. This decrease was mitigated by the
acceleration of vesting of the options from 60% at December 31, 2003 to 100%
just prior to the exercise of the options during the third quarter of 2004.
Under variable plan accounting, which initially resulted from the re-pricing of
existing options in 1999 and 1998, changes in the intrinsic value of the stock
options are charged (credited) to expense over the service period (the vesting
period) of the related options. All of Crown's unexercised stock options were
exercised during July 2004.
50
Crown's equity in loss of Solitario was $475,000 in 2004, versus
$571,000 in 2003. The $96,000 improvement resulted from the fact that Crown
completed a spin-off of Solitario on July 26, 2004, as discussed above, and no
longer had an equity interest in the company after that date. Prior to July 26,
2004, Crown's loss in its equity-method investment reflected Solitario's
increased general and administrative costs as a result of Solitario's filing a
Form 10 registration statement during the first half of 2004 and increases in
Solitario's exploration expenses through July 26, 2004 were $667,000 compared to
$418,000 for the year ended December 31, 2003. Following the spin-off, the
shares of Solitario held by Crown are recorded as an investment at fair value in
Crown's financial statements.
Crown recorded income tax expense of $3,024,000 in 2004 versus an income
tax benefit of $855,000 in 2003. The increase in income tax expense was
primarily related to a $2,808,000 charge to deferred income tax in connection
with the taxable spin-off of Crown's interest in Solitario. Deferred tax
benefits of $116,000 and $865,000, respectively, were not provided on $341,000
and $2,545,000, respectively, of non-deductible variable option compensation
expense, related to incentive stock options, recorded during the years ended
December 31, 2004 and 2003, which is treated as a permanent difference. In
addition, deferred tax benefit of $1,182,000 was not provided on the loss on
derivative instrument - unexercised Crown warrants of $3,475,000 recorded during
the year ended December 31, 2004, which is also treated as a permanent
difference. Included in deferred tax expense at December 31, 2004 is $310,000 of
other permanent differences related to certain non-deductible interest expense
paid in Crown common stock in its prior year tax return, the recognition of tax
gain on the disposal of Crown's investment in Royal Standard Minerals and
non-deductible losses related to certain Canadian subsidiaries. The remaining
change in tax expense and benefit from the same period in the prior year was
related to the level of pre-tax loss in both periods. If Crown's pending merger
with Kinross is not completed, Crown anticipates offsetting any operating losses
incurred in 2005 against its existing deferred tax liabilities at the statutory
rate resulting in a tax benefit.
LIQUIDITY AND CAPITAL RESOURCES
Since the announcement of the planned Kinross merger, Crown has
essentially limited its activities to permitting the Buckhorn Mountain Project
and general and administrative duties required to complete the planned merger.
Due to the nature of the mining business, the acquisition, exploration and
development of mineral properties require significant expenditures prior to the
commencement of production. Crown has in the past financed its activities
through the sale of debt and equity securities, joint venture arrangements
(including project financing) and the sale of interests in its properties. To
the extent necessary, Crown expects to continue to use similar financing
techniques.
Crown's exploration and development activities and funding
opportunities, as well as those of its joint venture partners, may be materially
affected by gold price and mineral commodity levels and changes in those levels.
The market price of gold and mineral commodities is determined in world markets
and is affected by numerous factors, all of which are beyond Crown's control.
In order to obtain the necessary permits for the Buckhorn Mountain
Project, Crown funded the costs of preparing a Draft Supplemental Environmental
Impact Statement ("DSEIS") by the Department of Ecology of the State of
Washington (the "WDOE"). As of December 31, 2005, the WDOE had completed the
DSEIS and is preparing a Final Supplemental Environmental Impact Statement using
third-party contractors to assist with its review. The costs of the review by
the WDOE and any third-party contractors are billed to Crown by the WDOE on a
periodic basis. Crown has accrued liabilities of $400,000 primarily for these
costs at December 31, 2005, based on inquiries of the WDOE and third-party
contractors regarding unbilled fees for services rendered through December 31,
2005.
2005 VS. 2004
Net cash used in operating activities decreased to $965,000 in 2005
compared to $1,137,000 in 2004. The primary reason for the decrease was a
reduction in the use of cash during 2005 to reduce accounts payable compared to
2004. During 2005, Crown used $19,000 in cash to reduce its accounts payable
balances compared to $117,000 during 2004. In addition, Crown reduced its
receivables by $16,000 during 2005 which generated cash compared to
51
a use of cash of $72,000 from an increase in its receivables during 2004. Crown
also recorded an increase in interest income during 2005 of $75,000 compared to
interest income of $24,000 during 2004. These reductions in cash used from
operations were partially offset by the increase in general and administrative
costs during 2005 compared to 2004. If the pending merger with Kinross is not
completed, Crown would expect its 2006 cash used in operating activities to be
comparable to 2005, as a result of expected comparable general and
administrative costs in 2005 compared to 2004.
Net cash used in investing activities increased to $1,891,000 in 2005
compared to $1,163,000 in 2004 as a result of significantly increased
development activities related to the Buckhorn Mountain Project. The
expenditures during 2005 and 2004 were primarily related to costs for permitting
paid to the State of Washington and third-party consultants for preparation and
review of the DEIS and the final EIS as well as other permitting costs. These
cash additions during 2005 included costs of $464,000 that Kinross reimbursed
Crown for permitting costs (but exclude $1,466,000 of costs that Kinross
directly paid to third-party vendors for permitting costs during 2005) as a
result of the amendment to the Kinross merger agreement discussed under recent
developments above. These increased payments were partially offset by a
reduction in capitalized interest paid in cash during 2005. Crown capitalized
interest paid in cash during 2004 of $183,000 compared to no capitalized
interest paid in cash during 2005 as discussed below. If the pending merger with
Kinross is not completed, Crown expects its future net expenditures at Buckhorn
Mountain to increase as the bulk of its costs during 2005 were either paid
directly by Kinross or reimbursed to Crown by Kinross.
All interest costs, including non-cash interest costs, for 2005 and 2004
have been capitalized as part of Crown's development of the Buckhorn Mountain
Project. Crown capitalized interest costs of $374,000 and $3,884,000 for 2005
and 2004, respectively. Interest costs decreased significantly during 2005
compared to 2004 as a result of the conversion of Crown senior notes during the
third quarter of 2004. Crown's capitalized interest cost during 2005 was related
to accretion of $5,000 of interest on its Keystone note, accrued interest of
$211,000 on its Convertible Debenture and $158,000 for amortization of its
beneficial conversion feature on its Convertible Debenture. Capitalized interest
costs for 2004 included the payment of $183,000 of interest paid in cash,
accretion of interest on Crown's Keystone note of $7,000, the amortization of
discounts of $193,000, the capitalization as interest cost of all remaining
senior note discounts upon conversion of the senior notes during July 2004 of
$3,104,000 and the capitalization of additional interest costs from the issuance
of Crown common shares as interest during the third quarter of 2004 of $397,000.
If the pending merger with Kinross is not completed during 2006, Crown would
expect its interest costs to increase compared to 2005 as a result of the
accrual of the stated interest of 4% on its Convertible Debenture plus the
amortization of the beneficial conversion, which is estimated to be
approximately $308,000 during 2006. However, should the Convertible Debenture be
converted by Kinross during 2006 interest costs would increase as the result of
a charge for any remaining balance in the beneficial conversion feature, which
has a balance of $1,466,000 at December 31, 2005, this increase would be
partially mitigated by any reduction in the stated interest on the Convertible
Debenture, which would no longer be accrued upon conversion.
Net cash provided by financing activities during 2005 included
$1,000,000 from the issuance of 511,640 shares of Crown common stock to Kinross
and the issuance of its $10,000,000 Convertible Debenture, both discussed above
under recent financing activities. The funds from the Convertible Debenture were
partially offset by Crown's distribution of a dividend to its shareholders of
$9,661,000 on July 26, 2005. Crown made payments of $50,000 on its Keystone note
in both 2005 and 2004. During 2005, Crown received $671,000 from the exercise of
warrants on a cash basis. Crown also received payments from Kinross for
reimbursements of permitting costs of $464,000 which are included in additional
paid-in capital as a result of the amendment to the merger agreement with
Kinross discussed above in recent financing activities. During 2004, Crown
received $1,355,000 from the exercise of options and $711,000 from the exercise
of warrants on a cash basis. If the pending merger with Kinross is not completed
by July 1, 2006, Kinross is obligated to loan Crown $2,000,000 which it will use
to acquire an existing net smelter royalty owed to Newmont at the Buckhorn
Mountain Project. Crown does not expect 2006 to have any other significant cash
provided from financing activities, as Crown does not expect any other share or
debt issuances or any exercises of options or warrants.
52
2004 VS. 2003
Net cash used in operating activities increased to $1,137,000 in 2004
from $813,000 in 2003. The increase was primarily related to a decrease in
Crown's accounts payable and other current liabilities (which used cash from
operations) of $247,000 as well as an increase in prepaid expenses and other
current assets of $126,000 as a result of the timing of payments for general and
administrative activities. This change in use of cash was partially mitigated by
reductions in general and administrative costs in 2004 compared to 2003 and an
increase in interest and other income in 2004 compared to 2003.
Net cash used in investing activities decreased to $1,163,000 in 2004
from $1,215,000 in 2003 as a result of the sale of marketable equity securities
for proceeds of $241,000 which was mitigated by a slight net increase in net
cash capital expenditures at the Buckhorn Mountain Project. During 2004, Crown
expended $2,095,000 on development of its Buckhorn Mountain Project compared to
$1,168,000 during 2003, however its accounts payable and accrued liabilities
related to capitalized costs increased by $876,000 from the end of 2003 to the
end of 2004. The large increase in expenditures during 2004 was related to
permitting and other costs necessary to advance the project in preparation for
the pending merger with Kinross, however approximately $996,000 of these costs
had not been submitted to Crown by the WDOE and were included in accrued
liabilities at December 31, 2004, rather than being reflected as cash
expenditures for permitting for the Buckhorn Mountain Project during 2004.
All interest costs, including non-cash interest costs, for the three
years ended December 31, 2004 were capitalized as part of Crown's development of
the Buckhorn Mountain Project. Crown capitalized interest costs of $3,884,000,
$3,068,000, and $996,000 for the years ended December 31, 2004, 2003, and 2002,
respectively. Interest costs increased significantly to $3,884,000 in 2004 from
$3,068,000 in 2003, primarily as a result of interest cost of $3,105,000
capitalized upon conversion of Crown senior notes as well as additional interest
of $397,000 from the issuance of Crown common stock for interest upon the
conversion of the senior notes. Interest cost on Crown's debt obligations at the
stated rate in 2004 was $194,000 compared to $1,075,000 in 2003. Crown recorded
discount amortization charges (to capitalized interest) of $188,000 and
$1,352,000 in 2004 and 2003, respectively. Of the 2003 discount amortization
charges, $940,000 was recorded as the full amortization of all discounts
associated with the conversion and redemption of the outstanding Secured Notes.
As a result of fair value differences in relation to the issuance of Crown
common stock in satisfaction of accrued interest charges, increases of $397,000
and $628,000 were recorded to interest costs in 2004 and 2003, respectively.
Net cash provided from financing activities decreased to $2,016,000 in
2004 from $3,360,000 in 2003. The decrease is primarily related to the issuance
of $2,705,000 Subordinated B Notes in February 2003. No debt instruments were
issued during 2004. Cash provided by financing activities during 2004 is
primarily related to the exercise of stock options and warrants, which were
offset by a $50,000 cash payment on long-term debt. If the pending merger with
Kinross is not completed, Crown does not expect to have any significant cash
provided from financing activities in 2005, other than the $1,000,000 in
proceeds from the sale of shares to Kinross discussed above in Recent
Developments, as all notes have been converted and options exercised. As of
December 31, 2004, Crown had warrants outstanding which are exercisable for up
to 8,243,335 shares with an exercise price of $0.75 per share and which expire
in October 2006.
CONTRACTUAL OBLIGATIONS AND PLANNED EXPENDITURES
Crown has budgeted $1,044,000 for permitting and development
expenditures in 2006, which will be fully expended by Crown only if the pending
merger with Kinross is not completed prior to December 31, 2006. The bulk of
these costs will be for completion of a Final Supplemental Environmental Impact
Statement related to the currently filed amended Plan of Operations for the
Buckhorn Mountain Project. Crown anticipates all of these costs will be
reimbursed to Crown by Kinross through December 31, 2006, the termination date
of the merger agreement with Kinross.
53
Crown's current plan assumes the ores from the Buckhorn Mountain Project
will be trucked to Kinross' Kettle River Mill and will be processed in
accordance with the toll milling agreement with Kinross. The capital costs of
the Buckhorn Mountain Project, through initial production, are currently
estimated to be approximately $32.6 million, assuming the toll milling discussed
above. If the pending merger with Kinross is not completed, Crown will require
significant new financial resources in order to develop the Buckhorn Mountain
Project, which may be in the form of a joint venture, project or debt finance,
or issuance of equity. There is no assurance Crown will be able to obtain the
necessary financial resources on acceptable terms, if at all.
Future contractual obligations and cash commitments at December 31, 2005
include the payment of: long-term debt, unpatented mining claim payments, and
operating leases, as follows
(in thousands) 2006 2007 2008 2009 2010+ TOTAL
---- ---- ---- ---- ----- -----
Convertible Debenture, including interest - - 1,200 400 10,400 12,000
Unpatented mining claim payments(1) 20 20 20 20 20 100
Asset retirement obligation - - - - 60 60
Operating leases 27 - - - 27
------- ------- ------- ------- ------- -------
Total commitments $ 47 $ 20 $ 1,220 $ 420 $10,480 $12,187
======= ======= ======= ======= ======= =======
-------------------------
(1) Assumes continued payment of mining claim payments on existing mineral
properties.
Cash and cash equivalents amounted to $1,649,000 at December 31, 2005.
These funds are generally invested in short-term interest-bearing deposits and
securities, pending investment in current and future projects. Working capital
at December 31, 2005 was $983,000.
OFF-BALANCE SHEET ARRANGEMENTS
As of December 31, 2005 and 2004, Crown had no off-balance sheet
arrangements.
RELATED PARTY TRANSACTIONS
As discussed in "Business Overview" and "Recent Financing Transactions"
above, Crown executed a definitive agreement entitled "Acquisition Agreement and
Agreement and Plan of Merger" with Kinross, whereby each of share of Crown
outstanding common stock would have been exchanged for 0.32 shares of Kinross
common stock at closing, which has been subsequently amended to extend the
termination date to December 31, 2006 and increase to 0.32 the Kinross shares
exchanged for each share of Crown common stock. On January 18, 2005, Kinross
acquired 511,640 shares of Crown common stock for $1,000,000. On June 20, 2005,
Crown issued the $10,000,000 Convertible Debenture to Kinross. Crown recorded a
beneficial conversion feature discount of $1,624,000 to additional paid-in
capital, which is being amortized over the stated term of the Convertible
Debenture. Crown capitalized interest cost of $158,000 to its Buckhorn Mountain
Project from amortization of the beneficial conversion feature discount to
development cost during the year ended December 31, 2005. Crown accrued $211,000
of interest on the Convertible Debenture for the year ended December 31, 2005
which was capitalized to its Buckhorn Mountain Project. In addition as of
December 31, 2005, Crown has recorded an increase in mineral properties of
$2,418,000 for permitting and other related costs on invoices received after
June 1, 2005 to be paid by Kinross which has been recorded as a capital
contribution to paid-in capital. Through December 31, 2005, Kinross has paid
$1,930,000 of those costs and Crown has recorded a receivable from Kinross of
$488,000 as of December 31, 2005 in stockholders' equity for the balance.
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
54
upon estimated time and expenses spent by Crown's management and employees on
Crown activities and Solitario's activities. Management believes these
allocations are reasonable and the allocations are periodically reviewed by
management and approved by Crown's independent board members and by Solitario's
independent board members. Management service fees are billed monthly, due on
receipt and are generally paid within 30 days. Management service fees paid by
Solitario were $423,000 for 2005, $390,000 for 2004, and $351,000, for 2003,
which are recorded as a reduction to general and administration costs.
On July 26, 2004, Crown completed a spin-off of Solitario's shares to
Crown shareholders, whereby each of Crown's shareholders received 0.2169 shares
of Solitario common stock for each Crown share they owned. As part of the
spin-off, on July 26, 2004, Crown retained 998,306 Retained Shares for the
benefit of its warrant holders who will receive those shares when the warrant
holders exercise their warrants. Subsequent to the spin-off, Crown distributed
962,302 Retained Shares upon the exercise of warrants and at December 31, 2005,
had 36,004 Retained Shares. Crown carries its investment in Retained Shares at
fair value with changes in the fair value recorded in the statement of
operations. At December 31, 2005, Crown has recorded an unexercised warrant
liability of $542,000, which includes $56,000 classified as a current liability
for the portion of the unexercised warrant liability which will be settled by
the Retained Shares to be distributed and $486,000 for the fair value of the
unexercised warrant liability which will be settled in shares of Crown common
stock, classified as non-current, see Note 7 to the consolidated financial
statements. During the years ended December 31, 2005 and 2004, Crown recorded a
gain of $37,000 and $1,263,000, respectively, on its investment in the Retained
Shares. In addition, Crown retained 93 Solitario shares, from fractional shares,
which Crown intends to sell. After the disposition of the Retained Shares and
fractional shares, Crown will no longer own any shares of Solitario.
Effective with the completion of the spin-off and assuming the
successful acquisition of Crown by Kinross, the Management Agreement will be
terminated and Solitario will be required to contract directly with Crown's
management or others and directly pay all of their own administrative expenses.
In the event that the Kinross transaction is not completed, Crown anticipates
that it would continue to operate under the Management Agreement with Solitario.
As of December 31, 2005, Solitario owns 6,071,626 of Crown common shares
or approximately 13.2% of Crown's outstanding shares.
Christopher E. Herald, and Mark E. Jones, III are directors of both
Solitario and Crown. Christopher E. Herald, James R. Maronick and Walter H. Hunt
are officers of both Solitario and Crown. If the transaction between Crown and
Kinross is completed, Crown anticipates Mr. Herald and Mr. Jones will not be
among Crown's directors and Mr. Herald, Mr. Maronick and Mr. Hunt will not be
Crown's officers.
Crown entered into a Voting Agreement dated as of April 15, 2002 among
Zoloto Investors, LP ("Zoloto") and Solitario. Zoloto and Solitario are both
shareholders of Crown (the "Signing Shareholders"). Pursuant to the Voting
Agreement, Zoloto and Solitario agreed that each will vote its owned shares
during the term of the Voting Agreement for the election of three designees of
Zoloto and one designee of Solitario (the "Designee Directors") to the board of
directors of Crown. The Signing Shareholders agreed that any shares received by
either Signing Shareholder would be subject to the Voting Agreement during its
term and any successor, assignee or transferee of shares from either Signing
Shareholder would be subject to the terms of the Voting Agreement during its
term. The Voting Agreement terminates on June 25, 2006. As of December 31, 2005,
the Signing Shareholders collectively held 16,443,549 shares or 35.7% of Crown's
outstanding shares.
Solitario has entered into a stockholder and voting agreement with
Kinross, along with several of Crown's directors, executive officers, and
entities affiliated with these directors and officers (collectively the
"Signatories"), pursuant to which the Signatories agreed, among other things, to
convert any Senior Notes held by them to common shares prior to the record date
for the special meeting, to vote, or cause to be voted, all of the shares of
Crown common stock owned by them, as set forth in the stockholder and voting
agreement, as well as all shares of Crown common stock acquired by them, as set
forth in the stockholder and voting agreement, in favor of the approval of the
plan of merger, and against the acquisition of Crown by any person other than
Kinross. As of December 31, 2005, 18,639,640 shares of Crown common stock were
subject to the stockholder and voting agreement, representing
55
approximately 40.5% of the outstanding shares of Crown common stock entitled to
vote at the Crown special meeting.
In October 2001, Solitario invested in two 10% convertible secured
promissory notes ("Senior Notes") totaling $1,000,000 of the $3,600,000 Senior
Notes issued by Crown. The proceeds from the first Senior Note (the "Solitario
Note") of $350,000 were delivered to Crown. The independent board members of
Crown and Solitario approved the transaction. Crown paid Solitario $50,000 in
cash as interest income under the Senior Notes for the year ended December 31,
2004. During the year ended December 31, 2003, Solitario received 228,677 in
shares of Crown common stock and $25,000 in cash as interest under the Senior
Notes. On July 14, 2004, Solitario converted its $1,000,000 face value of Crown
Senior Notes into 3,132,509 shares of Crown common stock, which included 75,367
shares issued for accrued interest through the date of conversion on the Senior
Notes.
As part of the investment in the Senior Notes, Solitario also received
two warrants. The first warrant gave Solitario the right to purchase 1,857,143
shares of Crown common stock for $0.75 through October 2006. The second warrant
gives Solitario the right to purchase 1,200,000 shares of Crown common stock at
$0.60 through October 2006. On July 12, 2004, Solitario exercised these two
Crown warrants on a cashless exercise basis per the terms of the warrants.
Solitario received a total of 1,973,626 shares of Crown common stock from the
exercise of these warrants.
CRITICAL ACCOUNTING ESTIMATES
MINERAL PROPERTIES, NET
All of Crown's capitalized costs included in Mineral Properties, net
relate to the Buckhorn Mountain Project, a mineral property with probable
reserves. These costs will be depleted using the units-of-production method over
the estimated life of the reserves. If there are insufficient reserves to use as
a basis for depleting such costs, they are written off as a mineral property
impairment in the period in which the determination is made. Interest costs are
capitalized on mineral properties under development. Interest is capitalized by
applying a weighted average interest rate, including the effect of any
discounts, to the average capitalized costs during a period, up to a maximum of
total interest costs incurred during the period. Crown capitalized all of its
interest costs of $374,000, $3,884,000, and $3,068,000 for the years ended
December 31, 2005, 2004 and 2003, respectively. At December 31, 2005 and
December 31, 2004 a total of $18,143,000 and $17,769,000, respectively, of
interest costs have been capitalized as mineral properties, net at the Buckhorn
Mountain Project.
EXPLORATION, AMORTIZATION AND IMPAIRMENT
Crown expenses all exploration costs incurred on its mineral properties,
other than acquisition costs, prior to the establishment of proven or probable
reserves. Upon identifying proven or probable reserves, Crown capitalizes
substantially all costs incurred including drilling, permitting and development
as mineral property costs. Costs on mineral properties with proven or probable
reserves which support development of proven or probable reserves or which
expand existing proven or probable reserves are capitalized and amortized using
the units-of-production method over the estimated life of the reserves. Crown
regularly performs evaluations of its investment in mineral properties to assess
the recoverability and the residual value of its investments in these assets.
All long-lived assets are reviewed for impairment whenever events or
circumstances change which indicate the carrying amount of an asset may not be
recoverable, utilizing established guidelines based upon discounted future net
cash flows from the asset or upon the determination that certain exploration
properties do not have sufficient potential for economic mineralization. There
were no mineral interest impairments in 2005, 2004 or 2003.
RESERVES
Crown's probable reserves are based on extensive drilling, sampling,
mine modeling and metallurgical testing from which economic feasibility has been
determined. The price sensitivity of reserves depends upon several factors
including grade, dilution due to waste, and ore type. The reserves are estimated
based on information available at the time the reserves are calculated. Recovery
rates vary depending on the metallurgical properties of each deposit and the
production process used. The reserve assumes the average recovery rate for the
deposit, which
56
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
probable reserves figures presented herein are estimates, and no assurance can
be given that the indicated levels of recovery of gold will be realized. Ounces
of gold in the probable reserves are prior to any losses during metallurgical
treatment. Reserve estimates may require revision based on actual production
experience. Market price fluctuations of gold, as well as increased production
costs or reduced recovery rates, could render probable reserves containing
relatively lower grades of mineralization uneconomic to exploit and might result
in a reduction of reserves. As discussed below, the ultimate recovery of Crown's
mineral reserves is dependent on obtaining necessary permits for the Buckhorn
Mountain Project.
GAIN AND LOSS ON DERIVATIVE INSTRUMENTS AND TRADING SECURITIES
On July 1, 2004 as a result of declaring, as a dividend, the
distribution of Crown's investment in 9,633,585 shares of Solitario, Crown's
warrants could be settled in both the Retained Shares and Crown's own common
stock. This required the change in the classification of Crown's warrants from
an equity derivative instrument to that of a liability derivative instrument,
pursuant to SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." Crown has recorded an unexercised warrant liability for the fair
value of the warrants using the Black-Scholes option-pricing model. The portion
of the unexercised warrant liability that will be settled in Crown common stock
is classified as non-current. Any subsequent changes in the fair value of the
securities to be issued or distributed upon the exercise of Crown's warrants are
recorded as a gain or loss in the statement of operations. In addition, as a
result of classifying the Retained Shares as a trading security in accordance
with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," Crown records any gains or losses on the increase in the fair value
of its investment in Solitario based upon the fair value of the Retained Shares,
based upon quoted market prices, in the statement of operations.
The Black-Scholes option-pricing model utilizes certain assumptions
about the underlying securities to determine the fair value of Crown's
unexercised warrants. These assumptions include (i) the current quoted market
price of the underlying securities as an estimate of intrinsic value; (ii) an
estimate of the historical volatility of the underlying securities based upon
the closing market price for the securities over the last five years; (iii) a
risk-free interest rate based upon the current quoted interest rate for a
similar-term United States Treasury strip securities; and (iv) the estimated
life of the warrants based upon their current expiration date. Changes in these
factors could have a material impact on Crown's reported financial position, and
results of operations.
ENVIRONMENTAL, PERMITTING AND LEGAL
In July 2001, Crown became the sole owner of the Crown Jewel project and
renamed it the Buckhorn Mountain Project. Previously, the Crown Jewel Project
had been subject to a joint venture agreement between Crown and Battle Mountain.
Battle Mountain had proposed an open-pit mining operation with an on-site
processing facility. Battle Mountain's proposed open-pit Crown Jewel Project was
subjected to numerous permitting and legal challenges and delays. In January
2000, the Washington Pollution Control Hearings Board (the "PCHB") vacated the
previously granted 401 Water Quality Permit and certain water rights for the
Crown Jewel Project. Other permits previously granted to the Crown Jewel Project
have since lapsed and will have to be reacquired as part of the ongoing
permitting process.
As part of the analysis of the Buckhorn Mountain Project subsequent to
the January 2000 PCHB ruling, Crown retained Gochnour and Associates
("Gochnour") to review the required permits for a potential combination
underground/open-pit-mine design for the Buckhorn Mountain Project ore deposit.
Gochnour indicated this mine design would require conducting additional baseline
studies and collecting data for modeling to amend previously approved permits as
well as to obtain permits for activities that were not previously contemplated,
for example the underground mining effects on ground water. Gochnour indicated
the underground alternative would also require mitigation of environmental
impacts. The Gochnour report concluded the proposed mine design is legally
permittable.
During 2002, Crown began seeking regulatory approval and permits to
operate an exclusively underground mining operation at the Buckhorn Mountain
Project. In May 2003, Crown submitted its Initial Buckhorn Mountain
57
Project Plan of Operations with the USFS and the WDOE. The Initial Buckhorn
Mountain Project Plan of Operations was deemed complete by the USFS in August
2003. This plan proposed a processing facility seven miles from the mine that
Crown would construct, own, and operate. The ore would have been trucked from
the mine to the mill. Crown believed this development plan significantly reduced
the environmental impacts compared to the Crown Jewel open-pit mining plan
proposed by Battle Mountain.
Subsequent to the signing of the toll milling agreement with Echo Bay
Minerals, Crown filed an Amended Buckhorn Mountain Plan of operations as
outlined in the SRK feasibility study that provides for trucking of ore from the
mine to the Kettle River processing facility owned by Echo Bay Minerals. This
new development plan further reduces environmental impacts in comparison to the
previous Buckhorn Mountain Project Plan of Operations by eliminating the need
for new milling and tailings disposal facilities. Prior to acquiring most
permits for construction and operation of the Buckhorn Mountain Project, a
Supplemental Environmental Impact Statement must be issued by the WDOE and an EA
by the USFS.
As a result of the Department of Interior-Bureau of Land Management
issuing the patents to Crown, the surface title was transferred from the USFS to
Crown. Subsequently, the USFS determined that it was unnecessary for it to
continue to be a co-lead agency in the permitting process. The WDOE is now the
sole lead agency for all permitting activities. The USFS is currently preparing
an Environmental Assessment (EA) for proposed activities that will occur on
federal land, including upgrading of existing access roads, the construction of
approximately 1.5 miles of new road, the installation and maintenance of water
quality monitoring wells and construction of a perimeter fence line. Crown
completed the work necessary for filing the Draft Supplemental Environmental
Impact Statement ("DSEIS") during the third quarter of 2005, and the DSEIS was
published on October 28, 2005 for public comment. Crown is currently assisting
the WDOE and the USFS in addressing public comments concerning the DSEIS and EA
as part of preparing the final SEIS and EA.
Although Crown is not aware of any laws or regulations which would be
violated by the mine design proposed in the SRK feasibility study, as
subsequently modified in the environmental review process, there will continue
to be uncertainty regarding Crown's ability to obtain the necessary permits from
the regulatory authorities in a timely manner, if ever.
Construction of the Buckhorn Mountain Project will not begin, if at all,
prior to the successful issuance of the remaining permits and resolution of the
potential future legal and administrative challenges. Potential delays due to
the appeals process, permit process or litigation are difficult to quantify.
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER
FINANCIAL REPORTING
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are Crown's controls and other
procedures that are designed to ensure that information required to be disclosed
by Crown in the reports that it files or submits under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by
Crown in the reports that it files under the Securities Exchange Act is
accumulated and communicated to Crown's management, including its principal
executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.
Crown has concluded that there were certain material weaknesses in its
disclosure controls and procedures that caused Crown's system of disclosure
controls and procedures to be ineffective as of December 31, 2005. These
weaknesses resulted in adjustments related to properly applying accounting
principles generally accepted in the United States of America to the accounting
for accrued liabilities and accounts payable in Crown's statement of cash flows.
The events that are the subject of the restatement described in Note 14 to the
consolidated financial statements were the result of material weaknesses in
Crown's disclosure controls and procedures and its system of internal control
over financial reporting, discussed below.
58
INTERNAL CONTROL OVER FINANCIAL REPORTING
Internal control over financial reporting is defined as a process
designed by, or under the supervision of Crown's chief executive officer and
chief financial officer, and effected by Crown's board of directors, through the
audit committee, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. These
include procedures that (i) pertain to maintenance of records in reasonable
detail to accurately reflect transactions and disposition of assets; (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles and that receipts and expenditures are being made only in
accordance with authorizations of Crown's management and directors; and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of Crown's assets that could have a
material effect on its financial statements.
Crown has performed a limited review of its system of internal controls
over financial reporting and noted certain deficiencies in these controls. These
deficiencies include lack of segregation of duties, limited capability to
interpret and apply United States generally accepted accounting principles, lack
of adequate documentation of Crown's system of internal controls, lack of formal
accounting policies and procedures and related documentation, deficiencies in
Crown's information technology systems and lack of a formal budgeting process.
STEPS TAKEN TO ADDRESS MATERIAL WEAKNESSES AND DEFICIENCIES AND INHERENT
LIMITATION
Crown has taken steps to address the above identified material
weaknesses and deficiencies, including (i) hiring of an outside accounting firm,
other than its independent public accounting firm to assist with preparation of
its quarterly and annual reports, (ii) instituting a plan to update its
accounting policies and procedures and budgeting processes, (iii) ongoing
training and education regarding United States generally accepted accounting
principles and Securities and Exchange Commission reporting and disclosure
requirements and (iv) an ongoing process to upgrade Crown's existing information
technology systems.
Crown's management believes that due to its nature and size, with only
seven total employees, it may not be economically feasible to completely
eliminate and or mitigate all noted material weaknesses in disclosure controls
and procedures and all deficiencies in internal control over financial
reporting. Crown's management believes to do so would require the addition of
several high-level accounting and financial reporting staff or the engagement of
additional outside accounting and legal firms as well as the potential addition
of several administrative positions that it does not believe would make economic
sense for Crown's shareholders. Crown believes that its conclusions in this
regard are consistent with the proposed recommendations, reported in December
2005, of the Internal Controls Subcommittee to the Securities and Exchange
Commission's Advisory Committee on Smaller Public Companies. The existence of
these weaknesses and deficiencies potentially subjects Crown to additional risk
that there may be material misstatements in the future as a result of the
misapplication of United States generally accepted accounting principles or the
improper recording of Crown's accounts from the lack of segregation of duties.
INTEGRITY OF THE FINANCIAL INFORMATION
Crown's officers assure themselves of the integrity of financial
information by applying existing control procedures. For example, Crown's chief
financial officer reconciles general ledger balances to subsidiary ledgers or
supporting schedules for all significant accounts and also performs various
analytical procedures on financial information. Officers also hold informal
meetings to review and approve all financial information.
In addition, Crown's senior management consists of Mr. Herald, its CEO,
Mr. Maronick, its CFO and Mr. Hunt, its Vice President of Operations and the
entire company has only seven employees. With such a small and (operationally)
efficient staff, Crown's management is in constant contact on a daily basis and
are intimately familiar with the contents of the financial information and the
related disclosures. Crown's senior management essentially creates the financial
information as opposed to having financial information "provided" to them as may
be the case with larger organizations. Furthermore, the total number of
transactions, for example checks drawn on Crown's bank accounts and recorded
journal entries to its accounting records, rarely exceed 100 per month. Crown
believes this
59
gives it a natural advantage over large organizations, but has its limitations,
as discussed above, for example with regard to internally available depth of
knowledge in complex accounting and reporting and the application of all United
States generally accepted accounting principles. Mr. Maronick has and will
continue to regularly attend ongoing professional training in these areas to
stay up to date. Crown intends to continue to utilize the outside accounting
firm, discussed above (not its independent public accounting firm), to assist in
preparation of its financial statements and disclosures. Crown believes these
steps also provide management with additional assurance regarding the integrity
of its financial information.
Crown's audit committee also reviews the financial information including
discussions with the outside accounting firm and its independent public
accounting firm. Management regularly discusses Crown's financial statements and
the annual and quarterly filings on Form 10-K and Form 10-Q with its outside
accounting firm and members of the audit committee to satisfy management
regarding the integrity of the financial information included in public filings
with the Securities and Exchange Commission.
Crown continues to strive to provide accurate and timely financial
information and take steps that, within reason for a firm of its size and within
the sensible economic benefit for its shareholders, give management the best
possible assurance of the integrity of Crown's financial information.
Accordingly, the combination of all of the above factors along with
Crown's existing disclosure controls and procedures and its systems of internal
control, including the implementation of the steps Crown has taken to mitigate
the above noted weaknesses and deficiencies, allow Crown's management to assure
themselves of the integrity of Crown's financial information.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain
Hybrid Financial Instruments--an amendment of FASB Statements No. 133 and 140"
("SFAS No. 155"). SFAS No. 155 resolves issues addressed in SFAS No. 133
Implementation Issue No. D1, "Application of Statement 133 to Beneficial
Interests in Securitized Financial Assets." SFAS No. 155 will become effective
for the first fiscal year after September 15, 2006. The impact of SFAS No. 155
will depend on the nature and extent of any new derivative instruments entered
into after the effective date. Crown has not yet determined what effect if any,
the adoption of SFAS No. 155 will have its financial position, results of
operations or cash flows.
In September 2005, the Emerging Issues Task Force reached a consensus on
Issue No. 05-8, "Income Tax Consequences of Issuing Convertible Debt with a
Beneficial Conversion Feature," ("EITF No. 05-8"). EITF No. 05-8 provides that
the issuance of convertible debt with a beneficial conversion feature results in
a tax/book basis difference that should be accounted for as a temporary
difference for purposes of applying FASB Statement No. 109, "Accounting for
Income Taxes." EITF No. 05-08 further provides that the recognition of deferred
taxes for the temporary difference should be recorded as an adjustment to
additional paid-in capital, and that the recognition of deferred taxes for this
temporary difference will not impact the income statement and the effective tax
rate. EITF No. 05-8 is effective for reporting periods beginning after December
15, 2005, and should be applied retrospectively to all instruments with a
beneficial conversion feature. Crown has not yet adopted EITF No. 05-8 and has
not determined what effect, if any, its adoption will have on its financial
position, results of operations or cash flows.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS No. 154") which replaces Accounting Principles Board Opinion
No. 20, "Accounting Changes" ("Opinion No. 20") and SFAS No. 3, "Reporting
Accounting Changes in Interim Financial Statements." SFAS No. 154 requires
retrospective to prior period application of changes in accounting principle,
unless it is impracticable to determine either the period-specific effects or
the cumulative effect of the change. SFAS No. 154 defines "retrospective
application" as the application of a different accounting principle to prior
accounting periods as if that principle had always been used or as the
adjustment of previously issued financial statements to reflect a change in the
reporting entity and SFAS No. 154 defines "restatement" as the revising of
previously issued financial statements to reflect the correction of an error.
SFAS No. 154 carries forward without change the guidance in Opinion No. 20 for
reporting the correction of an error in previously issued financial statements
and changes in accounting estimate. SFAS No. 154 is effective for accounting
changes and corrections of errors made in fiscal years beginning after December
60
31, 2005. Crown has not yet adopted SFAS No. 154 and has not determined what
effect, if any, its adoption will have on its financial position or results of
operations or cash flows.
In December 2004, the FASB issued a revision to SFAS No. 123, "Share
Based Payments" ("SFAS No. 123R") which establishes standards for the accounting
for transactions in which an entity exchanges its equity instruments for goods
or services. SFAS No. 123R requires public entities to measure the cost of
employee services received in exchange for an award of equity instruments based
upon the grant-date fair value of the award and that the cost be recognized over
the period during which an employee is required to provide service in exchange
for the award, which is generally the vesting period. The grant-date fair value
of employee share options and similar instruments will be measured using
option-pricing models adjusted for any unique characteristics of those
instruments. SFAS No. 123R eliminates the alternative to use Accounting
Principle Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB
No. 25") intrinsic value method of accounting that was provided in SFAS No. 123
"Share Based Payments" as originally issued. SFAS 123R is effective as of the
beginning of the first annual period that begins after June 15, 2005. On January
1, 2006 Crown adopted SFAS 123R and its adoption has not had any effect on
Crown's financial position or results of operations or cash flows as all of
Crown's outstanding options were exercised during 2004, there have been no
grants of new options since and Crown has no outstanding options as of December
31, 2005 or 2004.
In December 2004, the FASB issued SFAS No. 153, entitled "Exchanges of
Nonmonetary Assets, an amendment of APB Opinion No. 29" ("SFAS No. 153"). The
guidance of APB Opinion No. 29 is based upon the principle that exchanges of
nonmonetary assets should be measured based upon the fair value of the assets
exchanged. The guidance in Opinion No. 29 included certain exceptions to that
principle. SFAS 153 eliminates the exception for nonmonetary exchanges of
similar productive assets that do not have commercial substance. A nonmonetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. SFAS 153 is
effective for nonmonetary asset exchanges occurring in fiscal periods beginning
after June 15, 2005. Crown adopted SFAS No. 153 during the third quarter of 2005
and its adoption has not had any effect on Crown's financial position or results
of operations or cash flows.
--------------------------------------------------------------------------------
DISCLOSURE ABOUT MARKET RISKS
--------------------------------------------------------------------------------
EQUITY PRICE RISKS
Crown has estimated that a hypothetical increase of 10% in the equity
price of its common stock will increase the fair value of its unexercised
warrant liability by $72,000 as of December 31, 2005. Crown has estimated that a
hypothetical decrease of 10% in the equity price of its common stock will
decrease the fair value of its unexercised warrant liability by $72,000 as of
December 31, 2005.
Crown has estimated that a hypothetical increase of 10% in the equity
price of Solitario common stock will increase the fair value of its investment
in Solitario by $6,000 as of December 31, 2005. Crown has estimated that a
hypothetical decrease of 10% in the equity price of Solitario common stock will
decrease the fair value of its investment in Solitario by $6,000 as of December
31, 2005.
INTEREST RATE RISKS
Crown has estimated that a hypothetical increase of 10% in the risk-free
interest rate used in its Black-Scholes option-pricing model will decrease the
value of its future earnings and increase the fair value of its warrant
liability by less than $1,000 as of December 31, 2005. Crown has estimated that
a hypothetical decrease of 10% in the risk-free interest rate used in its
Black-Scholes option-pricing model will increase its future earnings and
decrease the estimated fair value of its warrant liability by less than $1,000
as of at December 31, 2005.
Crown has no material interest rate risks related to its debt
instruments as of December 31, 2005 as the Convertible Debenture has a fixed
interest rate.
61
FLUCTUATIONS IN COMMODITY PRICES
Crown is also exposed to commodity price risks for changes in the price
of precious and base metals insofar as such changes may affect the economic
viability of its exploration and development projects. A change of 10% in the
price of gold, silver or zinc would not have had a material change in Crown's
assets, liabilities or net income. Given that Crown's feasibility study for the
Buckhorn Mountain Project utilized a gold price of $350 per ounce and that the
closing gold price on March 1, 2006 was $563 per ounce, a 10% change in the
price of gold would not require a revision of Crown's reported reserves, costs
or capitalized costs related to Buckhorn Mountain.
--------------------------------------------------------------------------------
BUSINESS OF KINROSS
--------------------------------------------------------------------------------
OVERVIEW
Kinross is principally engaged in the mining and processing of gold and,
as a by-product, silver ore and the exploration for, and the acquisition of,
gold bearing properties primarily in the Americas. The principal products of
Kinross are gold and silver produced in the form of dore that is shipped to
refineries for final processing.
Kinross' strategy is to increase shareholder value through increases in
precious metal reserves, production and long-term cash flow and earnings per
share. Kinross' strategy also consists of optimizing the performance and,
therefore, the value of existing operations, investing in quality exploration
and development projects and acquiring new potentially accreditive properties
and projects.
Kinross' operations and mineral reserves are impacted by changes in
metal prices. Gold traded above $375 per ounce in 2004 and above $400 per ounce
in 2005. Kinross used a gold price forecast of $400 per ounce at the end of 2005
and $350 at the end of 2004 to estimate mineral reserves.
Kinross' share of proven and probable reserves as at December 31, 2005,
was 24.7 million ounces of gold and 24.4 million ounces of silver.
THREE YEAR HISTORY
On January 31, 2003, Kinross acquired all of the outstanding common
shares of TVX and Echo Bay. This business combination was effected by way of
plan of arrangement under the Canada Business Corporations Act.
On August 28, 2003, Kinross issued 23.0 million common shares from its
treasury for gross proceeds of $152.5 million. The bulk of the net proceeds from
the offering were used to redeem outstanding 5.5% convertible unsecured
subordinated debentures. The principal amount of the convertible debentures was
$144.8 million. The debentures were redeemed on September 29, 2003. The
financial impact of the redemption is fully described in Notes 2 and 11 to the
consolidated financial statements.
During the fourth quarter of 2003, Kinross sold several of its equity
interests and portfolio investments which were considered non-strategic,
including investments in Minefinders Corporation Ltd., Pacific Rim Mining
Corporation, and Endeavour Mining Capital Corporation. Proceeds from the sale of
equity investments totaled $63.3 million. These transactions resulted in
after-tax gains amounting to $26.0 million which are included in the
consolidated statements of operations for the year as a component of the $29.5
million gain on disposal of assets.
On November 20, 2003, Kinross announced that it had executed a
definitive acquisition agreement with Crown Resources Corporation ("Crown")
whereby Kinross will acquire Crown and its wholly-owned Buckhorn gold deposit
located in north central Washington State, approximately 67 kilometers by road
from Kinross' Kettle River gold milling facility. On December 16, 2003, Crown
reported total proven and probable reserves, at a gold price of $350 per ounce,
for the Buckhorn Mountain Project of 2.79 million tonnes grading 11.1 grams of
gold per tonne
62
containing 991,300 ounces of gold. Details of the reserves disclosure for
Crown's Buckhorn Mountain Project, including the assumptions and qualifications
relating thereto are available in a technical report prepared by SRK Consulting
dated December 2003, filed on SEDAR by Kinross (see WWW.SEDAR.COM).
The current operating plan for the Buckhorn Mountain Project
contemplates the development of an underground mine and the shipping of ore to
the Kettle River mill. This development strategy addresses the major
environmental issues identified during prior permitting efforts. Kinross has a
strong environmental record and believes that by working diligently with
federal, state, and local agencies as well as other stakeholders, the permitting
process, initiated by Crown, can be successfully completed in a timely manner.
Under the terms of the agreement, as amended, the parties have agreed
that the shareholders of Crown will receive 0.32 of a Kinross common share for
each share of Crown common stock. The termination date of the definitive
acquisition agreement is December 31, 2006.
Kinross also purchased Crown common stock for $1.0 million and the $10.0
million Convertible Debenture from Crown. The Convertible Debenture is
convertible into 5.8 million shares of Crown common stock. In the event the
agreement is terminated, Crown shall have the right to convert all amounts due
under this Convertible Debenture by providing 30 days prior notice to Kinross.
Kinross has also agreed to loan Crown $2.0 million if the transaction is not
closed by July 1, 2006. The $2.0 million would be used to buy out the only
existing net smelter return royalty from a third party covering the ore body at
the Buckhorn Mountain Project. The loan would have a three year term and bear
interest at the published Wall Street Journal prime rate at the time of
borrowing plus 3%.
Assuming the entire outstanding Crown warrants and options are
converted, a total of approximately 14.7 million common shares of Kinross will
be issued upon the completion of the transaction.
In December 2004, Kinross replaced its existing $125.0 million credit
facility with a new three-year $200.0 million revolving credit facility. Kinross
used $105.0 million of the new facility to satisfy a portion of the $257.0
million cost to purchase the remaining 51% interest in the Paracatu mine. The
facility allowed for the limit to be increased to $300.0 million and allows for
up to 70% of the outstanding limit to be drawn in gold. In April 2005, the
outstanding limit was increased to $295.0 million and the maturity date extended
to April 30, 2008. A total of ten banks have participated in the facility.
Obligations under the facility are secured by the assets of the Fort Knox mine
as well as by the pledge of shares in various wholly owned subsidiaries.
On December 31, 2004, Kinross completed the purchase of a 51% interest
in Rio Paracatu Mineracao ("RPM"), the owner of the Morro do Ouro mine (also
known as Paracatu) in Brazil from Rio Tinto Plc. ("Rio Tinto"). The RPM gold
mine is located near Brasilia in the state of Minas Gerais, Brazil. It has been
in operation since 1987. As a result of this transaction, Kinross now owns 100%
of the property and is the operator. Kinross acquired its 49% interest in the
mine on January 31, 2003 when it merged with TVX. Consideration of $257.0
million was paid in cash on completion of the acquisition from Rio Tinto after
finalizing the working capital adjustment. Kinross financed the transaction with
a combination of cash and debt.
On January 25, 2005, Kinross informed employees and local government
officials that it would not proceed with the development of the Tsokol vein
located near the Kubaka mill. Omolon management is currently re-working their
mine plan based on this announcement. Should closure of the Kubaka operation
become the best alternative, this would take place only after completing the
mining and milling of the Birkachan open pit and Central Zone Kubaka underground
ore body, and the milling of the existing Kubaka stockpiles. This would provide
feed for the mill for approximately 12 months. Closure would take place over an
additional 12-month period. Development of the Birkachan deposit is still being
considered.
On January 27, 2005, Kinross and its joint venture partner High River
Gold Mines Ltd., announced that a decision has been made by the joint venture to
discontinue development at the New Britannia mine. Exploration efforts were
unable to define an extension of the ore body containing better grade and
thickness than was mined in mid-2004. New Britannia suspended mining and milling
operations in September 2004, and exploration of the potential extension in
December 2004. The mine was placed on care and maintenance.
63
On February 3, 2005, Kinross announced that following a lengthy review
of the manner in which it had accounted for goodwill in connection with the
business combination with TVX and Echo Bay, its financial statements and related
auditor's report for the year ended December 31, 2003 could no longer be relied
upon. In this connection, Kinross hired an independent firm of valuators to
provide evaluations of the acquired assets as of January 31, 2003, December 31,
2003 and December 31, 2004. As a result of the valuations and changed accounting
treatment, Kinross restated its 2003 audited financial statements and its 2003
and 2004 interim financial statements. See the notes to Kinross' audited
financial statements for the year ended December 31, 2004.
On March 23, 2005, Kinross announced the appointment of Tye Burt as
President and Chief Executive Officer of Kinross. Mr. Burt replaced Robert
Buchan who had announced his intention to step down in January 2005. See
"Directors and Officers - Tye W. Burt."
On November 30, 2005 Kinross announced that Deloitte & Touche LLP would
not stand for reappointment as auditors of Kinross for the 2005 financial term
and that the board of directors appointed KPMG LLP to act as auditors of Kinross
for the 2005 financial term.
On December 29, 2005, Kinross entered into a definitive agreement
whereby it will sell its Aquarius gold property to St Andrew Goldfields Ltd. in
exchange for 100 million common shares of St Andrew and warrants to acquire 25
million St Andrew common shares at a price of CDN $0.17 per share for a period
of 24 months. The transaction is contingent on St Andrew posting satisfactory
financial assurance bonding relating to the Aquarius project and is expected to
close in the first half of 2006.
In March 2006, Kinross announced the appointment of Mr. Thomas Boehlert
as Executive Vice President and Chief Financial Officer of Kinross effective
April 7, 2006. See "Directors and Officers - Thomas Boehlert." In April 2006,
Kinross announced that Geoffery P. Gold would join Kinross as Senior Vice
President and Chief Legal Officer on May 24, 2006.
On March 30, 2006, Kinross announced the adoption of a shareholders
rights plan. See "Description of Securities - Kinross Common Shares."
64
CORPORATE STRUCTURE
Kinross Gold Corporation was initially created in May 1993 by
amalgamation of CMP Resources Ltd. ("CMP Resources"), Plexus Resources
Corporation ("Plexus Resources"), and 1021105 Ontario Corp ("1021105"). In
December 2000, Kinross amalgamated with LT Acquisition Inc., in January 2005,
Kinross amalgamated with its wholly-owned subsidiary, TVX and in January 2006 it
amalgamated with its wholly-owned subsidiary, Echo Bay. Kinross is the
continuing entity resulting from these amalgamations. Kinross is governed by the
Business Corporations Act (Ontario) and its registered and principal offices are
located at Suite 5200, Scotia Plaza, 40 King Street West, Toronto, Ontario, M5H
3Y2.
Each of Kinross' mining operations is a separate business unit managed
by its vice president and general manager, who in turn, reports to the Chief
Operating Officer. Exploration activities, corporate financing, tax planning,
additional technical support services, hedging and acquisition strategies are
managed centrally. Kinross' risk management programs are subject to overview by
its Audit Committee and the Board of Directors.
A significant portion of Kinross' business is carried on through
subsidiaries. A chart showing the names of the significant subsidiaries of
Kinross and their respective jurisdictions of incorporation is set out below as
of January 1, 2006. All subsidiaries are 100% owned unless otherwise noted.
Unless otherwise indicated herein, the term "Kinross" includes, collectively,
all of the subsidiaries of Kinross.
[PICTURE]
65
OPERATIONS
Kinross is principally engaged in the exploration for, and acquisition,
development and operation of, gold-bearing properties. The material properties
of Kinross are as follows:
Property
--------
Property Location Ownership
-------- -------- ---------
Fort Knox Mine(1) Fairbanks, Alaska, United States 100% (2)
Porcupine Joint Venture(3) Timmins, Ontario, Canada 49%
La Coipa(4) Chile 50%
Paracatu(5) Brazil 100%
Refugio Chile 50%
Round Mountain(6) Nevada, United States 50%
-------------------------
(1) The True North property is subject to various net smelter return
royalties, ranging from 3.5% to 5%.
(2) Kinross holds a 100% interest in the properties forming part of the Fort
Knox mine except for the Gil property in which Kinross holds an 80%
interest.
(3) The Porcupine Joint Venture was formed pursuant to an agreement with
Placer CLA dated July 1, 2002. In early 2006, Placer Dome was acquired
by Barrick Gold Corporation. 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) No royalties are applicable on gold and silver produced but an annual
preferred dividend of $1.8 million is payable.
(5) The Paracatu mine is subject to a royalty 0.33% of net sales, a mining
tax of 1% of net sales and a profits tax of 3% of net sales.
(6) The Round Mountain mine is subject to a net smelter returns royalty
ranging from 3.53% to 6.35%. Production is also subject to a gross
revenue royalty of 3.0%
In addition, Kinross holds a 98.1% interest in the Kubaka mine, situated
in Magadan Oblast, Russia, a 50% interest in the Crixas mine, situated in
Brazil, a 31.9% interest in the Musselwhite mine in Ontario, Canada, a 100%
interest in the Blanket mine, situated in Zimbabwe, Africa, a 100% interest in
the Kettle River mine in Washington, United States, a 100% interest in the Lupin
mine in Nunavut Territory, Canada, a 50% interest in the New Britannia mine in
Manitoba, Canada and other mining properties in various stages of exploration,
development, reclamation, and closure. Kinross' principal product is gold and it
also produces silver.
EMPLOYEES
At December 31, 2005, Kinross and its subsidiaries employed over 4,000
persons. Kinross' employees in the United States and Canada are predominately
non-unionized. At the Porcupine Joint Venture a three-year Collective Bargaining
Agreement was ratified on November 1, 2005. Kinross considers its employee
relations to be good.
COMPETITIVE CONDITIONS
The precious metal mineral exploration and mining business is a
competitive business. Kinross competes with numerous other companies and
individuals in the search for and the acquisition of attractive precious metal
mineral properties. The ability of Kinross to replace or increase its mineral
reserves and resources in the future will depend not only on its ability to
develop its present properties, but also on its ability to select and acquire
suitable producing properties or prospects for precious metal development or
mineral exploration.
ENVIRONMENTAL PROTECTION
GENERAL
Kinross' exploration activities and mining and processing operations are
subject to the federal, state, provincial, regional and local environmental laws
and regulations in the jurisdictions in which Kinross' facilities are located,
such as (in the United States) the Clean Air Act; the Clean Water Act; the
Comprehensive Environmental
66
Response, Compensation and Liability Act ("CERCLA"); the Emergency Planning and
Community Right to Know Act; the Endangered Species Act; the Federal Land Policy
and Management Act; the National Environmental Policy Act; the Resource
Conservation and Recovery Act; and related state laws. Kinross is subject to
similar laws in other jurisdictions in which it operates. In all jurisdictions
in which Kinross operates, environmental licenses, permits and other regulatory
approvals are required in order to engage in exploration, mining and processing,
and mine closure activities. Regulatory approval of a detailed plan of
operations and a comprehensive environmental impact assessment is required prior
to initiating mining or processing activities or for any substantive change to
previously approved plans. In all jurisdictions in which Kinross operates,
specific statutory and regulatory requirements and standards must be met
throughout the life of the mining or processing operations in regard to air
quality, water quality, fisheries and wildlife protection, archaeological and
cultural resources, solid and hazardous waste management and disposal, the
management and transportation of hazardous chemicals, toxic substances, noise,
community right-to-know, land use, and reclamation. Kinross is currently in
compliance in all material respects with all applicable environmental laws and
regulations. Details and quantification of Kinross' reclamation and remediation
obligations are set out in Note 10 to the audited consolidated financial
statements of Kinross for the years ended December 31, 2005.
PERMITTING--BUCKHORN PROJECT
Development of the Buckhorn Mountain Project is subject to various
permitting requirements. A plan of operations was submitted to the governing
agencies in mid-2003 for review of the project proposal and preparation of
environmental documents as required by law as a prerequisite to any application
for the permits necessary for operation. The document builds in part on the
previous work developed by Battle Mountain Gold relating to the Buckhorn
Mountain Project (then known as the "Crown Jewel Project") and incorporates new
environmental studies related to the analysis of the current plan of operations.
The current plan of operations proposes an underground mining operation rather
than an open pit and includes the incorporation of the existing and approved
Kettle River Mill for the processing of the ore. These changes greatly simplify
the project description, environmental concerns, and associated technical
issues.
In addition to receiving agency approval on the plan of operations, the
Buckhorn Mountain Project must comply with other federal, state, and local laws
and regulations. In December 2004, the Department of Interior granted Crown
patents on nine unpatented mining claims covering the Buckhorn Mountain ore
deposit. The patents provided Crown title to both the mineral and surface rights
and resulted in the United States Forest Service ("USFS") withdrawing as co-lead
permitting agency. The WDOE is now the sole lead agency for permitting
activities.
The WDOE completed the work necessary for filing the draft Supplemental
Environmental Impact Statement ("SEIS") during the third quarter of 2005, and
the draft SEIS was published on October 28, 2005 for public comment. The USFS
issued a Preliminary Environmental Assessment and is currently preparing a Final
Environmental Assessment for a limited amount of proposed activities that will
occur on federal land, including upgrading of existing access roads, the
construction of approximately 1.5 miles of new road, the installation and
maintenance of water quality monitoring wells, an infiltration basin, and
construction of a perimeter fence line. The WDOE and the USFS are expected to
finalize the SEIS and Environmental Assessment around mid-2006.
Although all required environmental permits are expected to be issued
for the Buckhorn Mountain Project, significant public opposition to the Project
could result in delays, increased costs, or the inability to obtain one or more
necessary permits. However, most of the sensitive environmental issues
associated with the previous Battle Mountain Gold proposed mine plan are not
part of the current proposal, reducing, but not eliminating, the risk of delays
resulting from public opposition to the Project.
CERCLA ACTION
In 1998, Lassen Gold Mining Inc. (a subsidiary of Kinross) was
identified as a Potentially Responsible Party ("PRP") under the United States
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"),
42 U.S.C. ss.ss.9601 ET SEQ.; the Resource Conservation and Recovery Act, as
amended 42 U.S.C. ss.ss.6901 et seq.; and the California Hazardous Substances
Account Act, as amended, the California Health and Safety Code ss.ss. 25300 ET
SEQ., in connection with the PRC Patterson Superfund Site. Kinross became a
member of the
67
Patterson Environmental Trust that funded the site remediation. The total paid
to the Trust by Kinross was $175,552. As more PRPs were identified and became
contributors to the Trust or participated in funding remediation separately, the
amount of funds held by the Trust exceeded the financial obligation. In 2001, in
accordance with a Cash-Out Settlement Agreement, Kinross was refunded $152,308.
Kinross may receive a supplemental distribution when settlement is reached with
the additional PRPs and from accrued interest in the Trust escrow account. All
remediation and restoration activities have been completed at the PRC Patterson
Superfund site. Kinross no longer has any liability associated with the site.
Other than as disclosed above, Kinross is not a PRP in any other CERCLA
action.
OPERATIONS
Kinross' share of production in 2005 was derived from the mines in North
America (63%), South America (28%) and Russia (9%).
[PICTURE]
GOLD EQUIVALENT PRODUCTION (OUNCES)
The following table summarizes production by Kinross in the last three
years:
Years ended December 31,
-------------------------------------
2005 2004 2003
---- ---- ----
Gold equivalent production - ounces........................... 1,608,805 1,653,784 1,620,410
Gold sales - ounces (excluding equivalent accounted ounces)... 1,575,267 1,585,109 1,541,577
Included in gold equivalent production is silver production converted
into gold production using a ratio of the average spot market prices of gold and
silver for the three comparative years. The ratios were 60.79:1 in 2005, 61.46:1
in 2004 and 74.79:1 in 2003.
68
The following table sets forth the gold equivalent production for
Kinross' interest in each of its operating assets during the last three years:
YEARS ENDED DECEMBER 31,
----------------------------------------------
2005 2004 2003
-------------- -------------- --------------
NORTH AMERICA:
Fort Knox 329,320 338,334 391,831
Round Mountain(1)(5) 373,947 387,785 364,271
Porcupine Joint Venture(2) 183,976 193,799 223,960
Musselwhite((1))(2) 79,916 76,640 64,978
New Britannia((1))(5) -- 23,652 31,627
Kettle River 68,146 96,789 --
Lupin((3)) -- 66,577 56,008
SOUTH AMERICA:
Paracatu((1))(6) 180,522 92,356 91,176
Refugio((5)) 30,580 9,809 --
La Coipa((1))(5) 125,991 150,887 144,125
Crixas((1))(5) 96,212 93,540 86,698
OTHER OPERATIONS:
Kubaka(4) 140,195 123,616 164,006
Other((8))(9) -- -- 1,730
TOTAL 1,608,805 1,653,784 1,620,410
============== ============== ==============
-------------------------
(1) 2003 production data is for the eleven months from February to December.
(2) Reflects Kinross' 49% ownership interest in the Porcupine Joint Venture.
(3) Lupin did not operate in 2005. 2004 production data is for the period
March 1, 2004 to December 31, 2004. 2003 production data is for period
January 31, 2003 to August 2003 when mining operations were suspended.
(4) Represents Kinross' 54.7% ownership interest to February 28, 2003, and a
98.1% interest thereafter.
(5) Represents Kinross' 50% ownership interest.
(6) Represents Kinross' 49% ownership interest until December 31, 2004 and
100% thereafter.
(7) Represents Kinross' 31.9% ownership interest.
(8) Includes proportionate share of Denton-Rawhide and Andacollo production,
attributable to the ownership interest in Pacific Rim Mining Corp.
(formerly Dayton Mining Corporation) through December 2003, when the
ownership interest in Pacific Rim was sold.
(9) Includes Blanket mine. 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.
69
MARKETING
Gold is a metal that is traded on world markets, with benchmark prices
generally based on the London market (London fix). Gold has two principal uses:
product fabrication and bullion investment. Fabricated gold has a wide variety
of end uses, including jewelry manufacture (the largest fabrication component),
electronics, dentistry, industrial and decorative uses, medals, medallions, and
official coins. Gold bullion is held primarily as a store of value and a
safeguard against the collapse of paper assets denominated in fiat currencies.
Kinross sells all of its refined gold to banks, bullion dealers, and refiners.
In 2005, sales to four customers totaled $183.8 million, $96.0 million, $93.2
million, and $71.8 million, respectively. In 2004, sales to four customers
totaled $190.2 million, $108.5 million and $98.5 million and $88.4 million,
respectively. In 2003, sales to three customers totaled $139.9 million, $121.4
million and $96.2 million, respectively. Due to the size of the bullion market
and the above ground inventory of bullion, activities by Kinross will generally
not influence gold prices. Kinross believes that the loss of any of these
customers would have no material adverse impact on Kinross because of the active
worldwide market for gold.
The following table sets forth for the years indicated the high and low
London Bullion Market afternoon fix prices for gold:
YEAR HIGH LOW AVERAGE
---- ---- --- -------
1998 $313.15 $273.40 $294.09
1999 $325.50 $252.80 $278.57
2000 $312.70 $263.80 $279.11
2001 $293.25 $255.95 $271.04
2002 $349.30 $277.75 $309.68
2003 $416.25 $319.90 $363.32
2004 $454.20 $375.00 $409.17
2005 $536.50 $411.10 $444.45
70
MINERAL RESERVES AND MINERAL RESOURCES
The following tables set forth the estimated mineral reserves and
mineral resources attributable to the interests held by Kinross for each of its
properties which contain mineral reserves:
------------------------------------------------------------------------------------------------------------------------------------
MINERAL RESERVE AND RESOURCE STATEMENT
PROVEN AND PROBABLE MINERAL RESERVES (1,3,5,6,7)
KINROSS GOLD CORPORATION'S SHARE AT DECEMBER 31, 2005
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Property Location Kinross Proven Probable Proven and Probable
Interest Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces
(%) (x 1,000) (g/t) (x 1,000) (x 1,000) (g/t) (x 1,000) (x 1,000) (g/t) (x 1,000)
---------------------------------------------- --------------------------- --------------------------- -----------------------------
GOLD
NORTH AMERICA
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Fort Knox USA 100.0% 43,902 0.63 890 38,270 0.86 1,063 82,172 0.74 1,953
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Round Mtn and area (14) USA 50.0% 42,649 0.77 1,056 82,364 0.48 1,282 125,012 0.58 2,338
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Porcupine JV (12) Canada 49.0% 10,693 1.33 457 20,255 1.84 1,196 30,949 1.66 1,653
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Musselwhite (11) Canada 31.9% 1,833 5.51 325 1,599 6.12 315 3,433 5.79 639
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Kettle River USA 100.0% 39 11.43 14 - - - 39 11.43 14
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SUBTOTAL 99,117 0.86 2,742 142,488 0.84 3,855 241,605 0.85 6,598
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SOUTH AMERICA
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Paracatu Brazil 100.0% 1,103,677 0.40 14,194 83,131 0.38 1,016 1,186,808 0.40 15,210
---------------------------------------------- --------------------------- --------------------------- -----------------------------
La Coipa (12) Chile 50.0% 5,549 1.57 280 2,920 1.24 117 8,469 1.46 397
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Refugio Chile 50.0% 58,454 0.87 1,643 20,752 0.77 515 79,206 0.85 2,158
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Crixas (10) Brazil 50.0% 632 4.72 96 1,232 7.14 283 1,864 6.32 379
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SUBTOTAL 1,168,312 0.43 16,213 108,035 0.56 1,930 1,276,346 0.44 18,143
---------------------------------------------- --------------------------- --------------------------- -----------------------------
ASIA
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Kubaka and area (16,17) Russia 98.1% 79 3.42 9 - - - 79 3.42 9
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SUBTOTAL 79 3.42 9 - - - 79 3.42 9
---------------------------------------------- --------------------------- --------------------------- -----------------------------
TOTAL GOLD 1,267,508 0.47 18,964 250,522 0.72 5,785 1,518,030 0.51 24,749
---------------------------------------------- --------------------------- --------------------------- -----------------------------
------------------------------------------------------------------------------------------------------------------------------------
MINERAL RESERVE AND RESOURCE STATEMENT
PROVEN AND PROBABLE MINERAL RESERVES (1,3,5,6,7)
KINROSS GOLD CORPORATION'S SHARE AT DECEMBER 31, 2005
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Property Location Kinross Proven Probable Proven and Probable
Interest Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces
(%) (x 1,000) (g/t) (x 1,000) (x 1,000) (g/t) (x 1,000) (x 1,000) (g/t) (x 1,000)
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SILVER
SOUTH AMERICA
---------------------------------------------- --------------------------- --------------------------- -----------------------------
La Coipa (12) Chile 50.0% 5,549 (78.8) 14,056 2,920 (110.1) 10,334 8,469 (89.6) 24,389
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SUBTOTAL 5,549 78.8 14,056 2,920 110.1 10,334 8,469 89.6 24,389
---------------------------------------------- --------------------------- --------------------------- -----------------------------
ASIA
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Kubaka and area (16,17,19) Russia 98.1% 79 6.4 16 - - - 79 6.4 16
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SUBTOTAL 79 6.4 16 - - - 79 6.4 16
---------------------------------------------- --------------------------- --------------------------- -----------------------------
---------------------------------------------- --------------------------- --------------------------- -----------------------------
TOTAL SILVER 5,628 77.8 14,072 2,920 110.1 10,334 8,548 88.8 24,405
---------------------------------------------- --------------------------- --------------------------- -----------------------------
ROUNDING DIFFERENCES MAY OCCUR.
71
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF MEASURED AND
INDICATED RESOURCES
THIS SECTION USES THE TERMS "MEASURED" AND "INDICATED" RESOURCES. UNITED
STATES INVESTORS ARE ADVISED THAT WHILE THOSE TERMS ARE RECOGNIZED AND REQUIRED
BY CANADIAN REGULATIONS, THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
DOES NOT RECOGNIZE THEM. UNITED STATES INVESTORS ARE CAUTIONED NOT TO ASSUME
THAT ALL OR ANY PART OF MINERAL DEPOSITS IN THESE CATEGORIES WILL EVER BE
CONVERTED INTO PROVEN AND PROBABLE RESERVES OR RECOVERED.
------------------------------------------------------------------------------------------------------------------------------------
MINERAL RESERVE AND RESOURCE STATEMENT
MEASURED AND INDICATED MINERAL RESOURCES (EXCLUDES PROVEN AND PROBABLE RESERVES) (2,3,4,6,7,8)
KINROSS GOLD CORPORATION'S SHARE AT DECEMBER 31, 2005
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Property Location Kinross Measured Indicated Measured and Indicated
Interest Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces
(%) (x 1,000) (g/t) (x 1,000) (x 1,000) (g/t) (x 1,000) (x 1,000) (g/t) (x 1,000)
---------------------------------------------- --------------------------- --------------------------- -----------------------------
GOLD
NORTH AMERICA
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Fort Knox and area (13) USA 100.0% 4,582 0.75 110 44,280 0.59 838 48,862 0.60 948
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Round Mtn and area (14) USA 50.0% 5,992 0.64 124 10,071 0.53 172 16,062 0.57 295
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Porcupine JV (12,15) Canada 49.0% 1,077 3.68 127 8,238 2.51 666 9,315 2.65 793
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Musselwhite (11) Canada 31.9% 624 4.20 84 285 5.91 54 909 4.74 138
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Kettle River USA 100.0% - - - - - - - - -
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SUBTOTAL 12,274 1.13 445 62,873 0.86 1,730 75,147 0.90 2,175
---------------------------------------------- --------------------------- --------------------------- -----------------------------
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SOUTH AMERICA
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Paracatu Brazil 100.0% 89,784 0.27 771 5,540 0.38 68 95,324 0.27 839
---------------------------------------------- --------------------------- --------------------------- -----------------------------
La Coipa (12) Chile 50.0% 6,788 0.88 192 1,854 0.92 55 8,642 0.89 247
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Refugio Chile 50.0% 20,606 0.71 469 20,644 0.70 465 41,250 0.70 934
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Crixas (10,18) Brazil 50.0% 222 8.96 64 171 9.03 50 392 8.99 113
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Gurupi (9,20) Brazil 100.0% - - - 47,050 1.08 1,632 47,050 1.08 1,632
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SUBTOTAL 117,400 0.40 1,496 75,258 0.94 2,268 192,657 0.61 3,765
---------------------------------------------- --------------------------- --------------------------- -----------------------------
ASIA
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Kubaka and area (16,17) Russia 98.1% - - - 376 13.10 158 376 13.10 158
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SUBTOTAL - - - 376 13.10 158 376 13.10 158
---------------------------------------------- --------------------------- --------------------------- -----------------------------
TOTAL GOLD 129,674 0.47 1,941 138,507 0.93 4,156 268,180 0.71 6,098
---------------------------------------------- --------------------------- --------------------------- -----------------------------
------------------------------------------------------------------------------------------------------------------------------------
MINERAL RESERVE AND RESOURCE STATEMENT
MEASURED AND INDICATED MINERAL RESOURCES (EXCLUDES PROVEN AND PROBABLE RESERVES) (2,3,4,6,7,8)
KINROSS GOLD CORPORATION'S SHARE AT DECEMBER 31, 2005
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Property Location Kinross Measured Indicated Measured and Indicated
Interest Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces
(%) (x 1,000) (g/t) (x 1,000) (x 1,000) (g/t) (x 1,000) (x 1,000) (g/t) (x 1,000)
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SILVER
SOUTH AMERICA
---------------------------------------------- --------------------------- --------------------------- -----------------------------
La Coipa (12) Chile 50.0% 6,788 37.5 8,178 1,854 61.0 3,635 8,642 42.5 11,813
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SUBTOTAL 6,788 37.5 8,178 1,854 61.0 3,635 8,642 42.5 11,813
---------------------------------------------- --------------------------- --------------------------- -----------------------------
ASIA
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Kubaka and area (17,19) Russia 98.1% - - - 376 14.3 173 376 14.3 173
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SUBTOTAL - - - 376 14.3 173 376 14.3 173
---------------------------------------------- --------------------------- --------------------------- -----------------------------
TOTAL SILVER 6,788 37.5 8,178 2,229 53.1 3,808 9,017 41.3 11,986
---------------------------------------------- --------------------------- --------------------------- -----------------------------
NOTE: TOTALS MAY NOT ADD, DUE TO ROUNDING.
72
-------------------------
NOTES TO THE 2005 MINERAL RESERVE AND RESOURCE STATEMENT
(1) (1) Unless otherwise noted, Kinross' reserves are estimated using
appropriate cut-off grades derived from an assumed gold price of US$ 400
per oz, and a silver price of US$ 6.00 per oz. Reserves are estimated
using current and/or projected process recoveries, operating costs and
mine plans that are unique to each property and include estimated
allowances for dilution and mining recovery. Reserves are estimated
based on the following foreign exchange rates:
CAD$ to US$ - 1.25
Rubles to US$ - 29.00
Chilean Peso to US$ - 575.00
Brazilian Reais to US$ - 2.65
(2) Unless otherwise noted, Kinross' resources are estimated using
appropriate cut-off grades derived at a gold price of US$ 450 per oz, a
silver price of US$ 7.00 per oz and the following foreign exchange
rates:
CAD$ to US$ - 1.25
Rubles to US$ - 29.00
Chilean Peso to US$ - 575.00
Brazilian Reais to US$ - 2.65
(3) Kinross' reserves and resources as at December 31, 2005 are classified
in accordance with the Canadian Institute of Mining Metallurgy and
Petroleum's "CIM Standards on Mineral Resources and Reserves, Definition
and Guidelines" as per Canadian Securities Administrator's National
Instrument 43-101 ("the Instrument") requirements.
(4) CAUTIONARY NOTE TO US INVESTORS CONCERNING ESTIMATES OF MEASURED,
INDICATED AND INFERRED RESOURCES. US Investors are advised that use of
the terms "measured resource", "indicated resource" and "inferred
resource" are recognized and required by Canadian Securities
regulations. These terms are not recognized by the U.S. Securities and
Exchange Commission. U.S. INVESTORS ARE CAUTIONED NOT TO ASSUME THAT ALL
OR ANY PART OF MINERAL DEPOSITS IN THESE CATEGORIES WILL EVER BE
CONVERTED INTO RESERVES OR RECOVERED.
(5) The mineral reserves presented herein comply with the reserve categories
of Industry Guide 7 applied in the United States by the Securities and
Exchange Commission.
(6) Mineral resource and reserve estimates were prepared under the
supervision of Mr. Rod Cooper, P. Eng, who was an officer of Kinross,
and is a qualified person as defined by Canada's National Instrument
43-101. Mr. Wes Hanson, P. Geo, was the qualified person who supervised
the preparation of the technical reports relating to the Paracatu and
Round Mountain properties. Mr. Hanson is an officer of Kinross.
(7) Kinross' normal data verification procedures have been used in
collecting, compiling, interpreting and processing the data used to
estimate reserves and resources. Independent data verification has not
been performed.
(8) Resources, unlike reserves, do not have demonstrated economic viability.
(9) Undeveloped property, development assumes successful permitting allowing
mining operations to be conducted.
(10) Operated by AngloGold Ltd and assumes the following foreign exchange
rate:
RESERVES AND RESOURCES:
Brazilian Reais to US$ - 2.50
(11) Operated by Placer Dome Inc. and assumes the following foreign exchange
rate:
CAD$ to US$ - 1.25
(12) Operated by Placer Dome Inc. and assumes the following foreign exchange
rates:
RESERVES:
CAD$ to US$ - 1.30; Chilean Peso to US$ - 600.00
RESOURCES:
CAD$ to US$ - 1.22; Chilean Peso to US$ - 600.00
(13) Includes mineral resources from the undeveloped Gil deposit in which
Kinross holds an 80% interest.
(14) Includes mineral reserves and resources from the undeveloped Gold Hill
deposit, exploitation of which is dependent on successful permitting.
(15) Includes mineral resources from undeveloped properties, exploitation of
which is dependent on successful permitting.
(16) Includes mineral reserves and mineral resources from the Birkachan
deposit. Open pit and underground mining at Birkachan will require
successful permitting.
(17) Includes mineral resources from the undeveloped Tsokol deposit,
exploitation of which is dependent on successful permitting.
(18) Mineral resources reported at a gold price of US $475 per ounce.
(19) Mineral reserves reported at a silver price of US $6.50 per ounce,
mineral resources reported at a silver price of US $7.50 per ounce.
(20) Mineral resources estimated assuming a foreign exchange rate of 3.00
Brazilian Reais per US $1.00.
(21) In addition to the reported measured and indicated resources estimated
at a gold price of $450, inferred resources total 92,490,000 tonnes at
an average grade of 0.98 grams per tonne gold. Inferred silver resources
total 491,000 tonnes at an average grade of 49.9 grams per tonne using a
$7.00 silver price.
(22) In light of the economic and political conditions and the negative
impact of inflationary cost pressures in Zimbabwe, the Blanket mine was
written down in 2001 and Kinross discontinued consolidation of the
results of this operation in 2002. However, the mine did report proven
and probable reserves at December 31, 2005, estimated at a gold price of
$400 per ounce, of 3,223,000 tonnes at an average grade of 4.24 grams
per tonne or 439,600 ounces of gold. Measured and Indicated resources,
estimated at a gold price of $450 per ounce, totaled 431,000 tonnes at
an average grade of 4.08 grams per tonne or 56,500 ounces of gold.
Blanket also had 2,064,000 tonnes of Inferred resource at an average
grade of 6.31 grams per tonne.
73
The following table summarizes the assumptions used in calculating
mineral resources and reserves, including average process recovery, cut off
grade assumptions, the foreign exchange rate into U.S. dollars, total cost per
ounce, and reserve drill spacing.
RESERVE DRILL SPACING
PROPERTY AVERAGE AVERAGE FOREIGN UNIT --------------------------
PROCESS GOLD CUTOFF EXCHANGE RATES COST PROVEN PROBABLE
RECOVERY (%) GRADE(S) (GPT) (PER U.S. $) (U.S. $/TONNE) (M) (M)
----------------------------------------------------------------------------------------------------------------------------------
GOLD
Fort Knox and area 87.30% 0.43 - $ 4.59 30.5 61.0
Round Mountain and area 16.0% to 85.0% 0.21 to 0.90 - $0.75 to $3.98 15.2 30.5
Porcupine Joint Venture 87.6% to 90.6% 0.65 to 8.85 1.30 $8.12 to $82.07 7.6 48.8
Musselwhite 95.00% 3.70 1.25 $ 56.46 50.0 50.0
Kettle River 87.90% 6.35 - $ 68.22 22.9 22.9
Paracatu (Brasilia) 79.70% 0.21 2.65 $ 2.63 100.0 150.0
La Coipa 71.9% to 87.5% 0.45 to 0.92 600.00 $9.61 - $11.76 25.0 50.0
Refugio 53 to 85% 0.35 to 0.62 575.00 $4.70 - $7.08 30.0 60.0
Crixas 90.0% to 96.7% 1.91 to 2.63 2.50 $20.46 - $29.83 25.0 50.0
Kubaka and area* 97.50% 2.32 29.00 $ 24.79 - -
SILVER
La Coipa 45.3% to 71.7% 28.0 to 58.4 600.00 $9.61 - $11.76 25.0 50.0
* Remaining reserves at Kubaka are in stockpiles
Reserve reconciliation is shown in the following table:
74
GOLD RESERVES
2004 RESERVES 2005 RESERVES
@$U.S. 350/oz Production Depletion Reserve Growth @$U.S. 400/oz
--------------------------------------------------------------------------------------------------------------------------------
Mining Operation (ozs Au x 1,000) (ozs Au x 1,000) (ozs. Au x 1,000) (ozs Au x 1,000)
Fort Knox 2,858 (389) (517) 1,953
Kubaka 258 (91) (158) 9
Refugio 1,717 (87) 528 2,158
Round Mountain 1,475 (407) 1,270 2,338
Kettle River 54 (45) 5 14
Porcupine Joint Venture 1,685 (193) 161 1,653
Musselwhite 607 (85) 117 639
La Coipa 506 (99) (10) 397
Crixas 432 (99) 46 379
Paracatu (Brasilia) 8,463 (244) 6,991 15,210
TOTAL 18,055 (1,737) 8,432 24,749
================================================================================================================================
SILVER RESERVES
2004 RESERVES 2005 RESERVES
@$U.S. 5.50/oz Production Depletion Reserve Growth @$U.S. 6.00/oz
Mining Operation (ozs Au x 1,000) (ozs Au x 1,000) (ozs. Au x 1,000) (ozs Au x 1,000)
--------------------------------------------------------------------------------------------------------------------------------
La Coipa 32,480 (4,705) (3,387) 24,389
Kubaka 368 (180) (173) 16
--------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 32,848 (4,885) (3,560) 24,405
================================================================================================================================
NOTE: TOTALS MAY NOT ADD, DUE TO ROUNDING.
75
The following table reflects proven reserves attributable to Kinross'
ownership interest in the indicated mines contained in stockpiles:
-------------------------------------------------------------------------------------------------------------------
KINROSS PROVEN
-------------------------------------------------------------------------------------------------------------------
Interest Tonnes Grade Ounces
-------------------------------------------------------------------------------------------------------------------
Property Location (%) (000s) (gpt) (000s)
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
GOLD
-------------------------------------------------------------------------------------------------------------------
Fort Knox USA 100.00% 27,456 0.46 402
-------------------------------------------------------------------------------------------------------------------
Round Mountain USA 50.00% 19,131 0.46 286
-------------------------------------------------------------------------------------------------------------------
Porcupine Joint Venture Canada 49.00% 7,419 0.91 216
-------------------------------------------------------------------------------------------------------------------
Musselwhite Canada 31.90% 19 2.31 2
-------------------------------------------------------------------------------------------------------------------
Kettle River USA 100.00% 1 8.33 -
-------------------------------------------------------------------------------------------------------------------
Crixas Brazil 50.00% 43 6.97 10
-------------------------------------------------------------------------------------------------------------------
Paracatu Brazil 100.00% 602 0.43 8
-------------------------------------------------------------------------------------------------------------------
Kubaka Russia 98.10% 79 3.42 9
-------------------------------------------------------------------------------------------------------------------
La Coipa Chile 50.00% 1,403 0.68 31
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
SILVER
-------------------------------------------------------------------------------------------------------------------
Kubaka Russia 98.10% 79 6.4 16
-------------------------------------------------------------------------------------------------------------------
La Coipa Chile 50.00% 1,403 43.9 1,980
-------------------------------------------------------------------------------------------------------------------\
76
MATERIAL PROPERTIES
FORT KNOX MINE AND AREA, ALASKA
Kinross is the owner of the Fort Knox mine located in Fairbanks North
Star Borough, Alaska. The Fort Knox mine includes the main Fort Knox open pit
mine, mill, and tailings storage facility, and an 80% ownership interest in the
Gil property that is subject to a joint venture agreement with Teryl Resources
Corp ("Teryl"), and the True North open pit mine (which is now currently
suspended). Kinross' ownership interest in the Fort Knox mine was acquired as a
result of the acquisition of Kinam on June 1, 1998. The Fort Knox property has
been pledged as security against Kinross' syndicated credit facility.
Detailed financial production and operational information for the Fort
Knox mine is available in Kinross' management's discussion and analysis for the
year ended December 31, 2005 (the "MD&A") starting at page 141.
PROPERTY DESCRIPTION AND LOCATION
FORT KNOX OPEN PIT
The Fort Knox open pit mine, mill and mineral claims cover approximately
22,544 hectares located 42 kilometers northeast of the City of Fairbanks,
Alaska. Kinross owns 1,168 State of Alaska mining claims covering an area of
approximately 22,042 hectares, an additional 502 hectares of mineral rights
comprised of an Upland Mineral Lease issued by the State of Alaska, a Millsite
Lease, and one unpatented federal lode mining claim. The Upland Mineral Lease
expires in 2014 and may be renewed for a period not to exceed 55 years. Mineral
reserves at the Fort Knox mine are situated on 505 hectares of land that are
covered by a State of Alaska Millsite Lease that expires in 2014, and may be
renewed for a period not to exceed 55 years.
The State of Alaska Millsite Lease carries a 3% production royalty,
based on net income and recovery of the initial capital investment. Mineral
production from State mining claims is subject to a Mine License Tax, following
a three-year grace period after production commences. The license tax ranges
from 3% to 7% of taxable income. There has been no production from State claims
situated outside the boundaries of the Millsite Lease at the Fort Knox mine. The
unpatented federal lode claim is owned by Kinross and is not currently subject
to any royalty provisions. Kinross paid a royalty of $0.14 million in 2004, but
none in 2005.
All requisite permits have been obtained for mining and continued
development of the Fort Knox open pit mine and are in good standing. Kinross is
in compliance with the Fort Knox permits in all material respects.
GIL PROPERTY
The Gil property mineral claims cover approximately 2,700 hectares
located contiguous to the Fort Knox claim block. The claim block consists of 167
State of Alaska mining claims and is subject to a joint venture agreement
between Kinross and Teryl. Kinross' ownership interest in the Gil claim block is
80%. All production from the State of Alaska mining claims is subject to the
State of Alaska Mine License Tax following a three-year tax grace period after
production commences. The State of Alaska Mine License tax is graduated from 3%
to 7% of taxable income. Kinross continues to actively explore the Gil claims.
TRUE NORTH OPEN PIT
The True North open pit mine mineral claims cover approximately 3,804
hectares, located 43 kilometers northeast of the City of Fairbanks, Alaska.
Kinross owns 104 State of Alaska mining claims, covering 1,619 hectares which
are subject to a State production royalty tax of 3%. Mineral reserves are
situated on two groups of State claims that Kinross has leased from private
individuals. Mineral production to date has been from one of the leased claim
blocks. Mineral leases have been executed with third parties for an additional
138 State mining claims that cover approximately 2,094 hectares. Leased claims
are subject to net smelter return royalties ranging from 3.5% to
77
5%. Kinross paid royalties of $0.37 million in 2004 and $0.022 million in 2005
on True North production. Mining at the True North open pit has been suspended.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
The Fort Knox mine is situated in close proximity to the City of
Fairbanks, which is a major population, service and supply center for the
interior region of Alaska. Services, supplies, fuel and electricity are
available in Fairbanks in ample quantities to support the local and regional
needs, along with the mining and processing operations of Kinross.
Access to the Fort Knox mine from Fairbanks, Alaska is by 34 kilometers
of paved highway and eight kilometers of unpaved road. The True North mine is
located 18 kilometers west of the Fort Knox property and is accessible by an
unpaved road. The area has a sub-arctic climate, with long cold winters and
short summers. Winter low temperatures drop to the range of -40 to -48 Celsius
(-40 to -55 degrees Fahrenheit), while in the summer, highs may occasionally
exceed 32 degrees Celsius (90 degrees Fahrenheit). The annual rainfall in
Fairbanks is approximately 30 centimeters.
The area topography consists of rounded ridges with gentle side slopes.
Vegetation includes spruce, birch and willow trees and various shrubs, grasses
and mosses. The elevation ranges from 1,000 to 1,600 meters.
The Fort Knox milling operation obtains its process makeup water from a
fresh water reservoir located within the permitted property area. The tailings
storage area on site has adequate capacity for the remaining mine life of the
Fort Knox and the True North mines. Power is provided to the mine by Golden
Valley Electric Association's power grid serving the area over a distribution
line paid for by Kinross.
HISTORY
An Italian prospector named Felix Pedro discovered gold in the Fairbanks
mining district in 1902. Between 1902 and 1993 more than 8.0 million ounces of
predominately placer gold were mined in the district. In 1984 a geologist
discovered visible gold in granitic hosted quartz veins on the Fort Knox
property. Between 1987 and 1991, a number of companies conducted extensive
exploration work on the Fort Knox, True North and Gil properties. In 1991, Kinam
(now a subsidiary of Kinross) entered into a joint venture agreement with Teryl
to explore the Gil property. In 1992, Kinam acquired ownership of the Fort Knox
property. Construction of the Fort Knox mine and mill operations began in 1995
and were completed in 1997. Commercial production at Fort Knox was achieved on
March 1, 1997. Construction of the mine was completed at a capital cost of
approximately $373.0 million, which included approximately $28.0 million of
capitalized interest. After acquiring ownership of the True North property in
1999, Kinross completed pre-production capital expenditures, primarily
permitting and the building of a haulage road to the Fort Knox mill. Commercial
production at True North was achieved on April 1, 2001, but is currently
suspended.
GEOLOGY AND MINERALIZATION
Kinross' mining and exploration properties are located within the
Fairbanks mining district, a northeast trending belt of lode and placer gold
deposits that comprise one of the largest gold producing areas in the state of
Alaska.
The Fairbanks district is situated in the northwestern part of a
geologic formation called the Yukon - Tanana Terrane (YTT). The YTT consists of
a thick sequence of Precambrian to upper Paleozoic metamorphic rocks. The
dominant rock types in the district are gray to brown, fine-grained micaceous
schist and micaceous quartzite known as the Fairbanks Schist. The Cleary
Sequence, a varied assemblage of metavolcanic rocks, is interlayered with the
Fairbanks Schist. Higher grade metamorphic rocks of the Chatanika Terrane
outcrop in the northern part of the district. Granodiorite to granite igneous
bodies intrude YTT rocks.
78
The mineral deposits are generally situated in a northeast trending,
structurally complex zone characterized by a series of folds, shear zones, high
angle faults, and occasional low angle faults. Northeast striking high angle
faults influence the location of gold deposits.
The Fort Knox gold deposit is hosted by a granitic body that intruded
the Fairbanks Schist. The surface exposure of the intrusive body is
approximately 1,100 meters in the east-west direction and 600 meters
north-south.
Gold occurs in and along the margins of pegmatite veins, quartz
stockwork veins and veinlets, quartz-veined shear zones, and fractures within
the granite. The stockwork veins strike predominantly east and dip randomly.
Stockwork vein density decreases with depth. Shear zones generally strike
northwest and dip moderately to the southwest.
Gold distribution exhibits good continuity in the shear zones but is
less predictable in the stockwork zones. Host rock grain size and intrusive
phase contacts appear to influence location of shear zones. Gold particles
within shear zones are relatively uniformly distributed and are generally less
than 100 microns in size. Gold particle size and distribution are much more
erratic in the stockwork vein zones. The sulfide content of the deposit is very
low.
The True North gold deposit is located in the Chatanika Terrane. Gold is
hosted in mafic to felsic schists and is frequently accompanied by carbon and
carbonate alteration in sheared or otherwise structurally prepared zones. The
gold is very fine grained, and is closely associated with pyrite, arsenopyrite,
and stibnite in the unoxidized zones. It occurs in quartz veins, and in altered
and brecciated rocks. There appears to be a direct relationship between veining
and gold content, as weakly veined rocks generally carry lower gold values.
EXPLORATION
Gold exploration techniques utilized at the Fort Knox and True North
projects include: reconnaissance and detailed geologic mapping to determine the
distribution of rock types and structures; soil and rock chip sampling to
determine the presence and surface distribution of gold and associated trace
elements; trenching of soil anomalies to create exposures of mineralized bedrock
for detailed mapping and sampling; and drilling to confirm the geologic controls
on mineralization and to determine the distribution of gold in three dimensions.
Two types of drilling methods have been used, diamond core and reverse
circulation ("RC"). Drilling and drill hole sampling is completed by independent
drilling contractors under the close supervision of Kinross personnel.
Independent commercial laboratories perform gold assays and geochemical
analyses. Historically, Kinross has utilized the services of two firms - ALS
Chemex Laboratories and Bondar-Clegg (now owned by the ALS Chemex group). Check
assay work during 2003 was switched to American Assay Laboratories, Inc. after
Bondar-Clegg was acquired by the ALS Chemex group.
Kinross' regional exploration within the Fairbanks district totaled $0.6
million during 2004 and approximately the same in 2005.
DRILLING, SAMPLE PREPARATION AND ANALYSIS
Core and RC drilling are routinely utilized to explore for and define
mineral deposits in the Fairbanks mining district. Core drilling produces
continuous cylindrical samples of rock by means of an annular shaped, diamond
impregnated bit rotated by a bore hole drilling machine. Core drilling, also
referred to as diamond drilling, is commonly used to collect continuous, intact
rock samples for detailed geologic logging and sampling, for geotechnical and
rock strength tests, metallurgical tests, or because alternative drilling
methods may not provide adequate or appropriate geological materials.
RC is a method of rotary or percussion drilling that utilizes dual wall
drill pipe. The drilling medium (air, water, foam drilling muds, and additives)
is circulated to the drill bit face down through the outside annulus from the
surface. The drilling medium then carries rock fragments produced by the drill
bit to the surface through the center of the drill rods. This method reduces
down hole contamination by isolating the drilling medium and rock cuttings
79
from the hole wall. RC drilling is a generally accepted method that is commonly
used in mineral exploration and development drilling programs throughout the
world.
Comprehensive drilling programs have been carried out at the Fort Knox
deposit. The Fort Knox deposit has been defined by 684 drill holes (267 core
holes and 417 RC holes totaling 443,318 feet), which have provided 88,663
nominal 1.52-meter long samples.
Core samples and RC drill cuttings are collected from each drill hole
and are geologically logged. RC rotary drill cuttings are collected at one and a
half meter intervals by a geologist or helper at each drill site. Each core
interval and RC rotary cutting sample is submitted to an independent assay
laboratory for geochemical analysis, and the subsequent geochemical data is
entered, together with information about the host rock, into the project
database. Core samples are regularly photographed and then logged and sampled in
one and a half meter intervals. Data is entered on the logs in a digital format.
Special emphasis is placed on fault and vein orientations, as well as alteration
and oxidation. Drill core is split or sawn in half with one half retained for
later use and the remainder of each interval is submitted for assay.
RC drill samples are labeled and placed in bags at the drill site and
prepared for transport to commercial laboratories for preparation and assay.
Core samples are prepared for shipment at a central logging facility. All
samples are either delivered to the preparation facility by Kinross personnel,
or are picked up at a Kinross facility by employees of the laboratory.
Duplicate samples are collected from every tenth sample and a check
assay is performed and compared to the original assay. As a form of quality
control, the inclusion of "blank" (unmineralized) samples within each sample
shipment is part of the standard procedure.
A standard pulp sample of known grade is also submitted to the
laboratory. The sample frequency is twice per core hole, and every 30 meters for
RC holes. These standards are prepared both in-house and by outside laboratories
over the different exploration seasons, and they represent different ranges of
gold grades.
At the True North deposit samples with fire assays greater than 0.3
grams per tonne are resubmitted to the laboratory for a cyanide soluble assay.
The purpose of this procedure is to estimate mill recovery rates.
The nature of the mineralization and host rock at the Fort Knox deposit
requires that particular care be given to the collection of drill hole samples,
especially for RC holes, that penetrate the water table within the deposit.
Kinross employs, as a standard operating procedure, an analysis program for
determining if a particular RC drill sample is representative of the rock within
the drill hole. This program includes weighing the samples to determine if the
sample is under weight (indicating loss of material in the sampled interval).
The presence of unusually high sample weights is often an important indicator of
sample contamination in a drill hole. All assay data from mineralized intervals
are analyzed by two computer programs (developed by MRDI, an independent mining
consulting firm) to determine if there is a predictable repetition (cyclicity)
to high grade intervals, or (decay) of assays immediately adjacent to and below
high grade intervals, possibly indicating contamination of certain assay values.
Any holes suspected of down hole contamination on the basis of these three
criteria are compared to adjacent holes on cross-sections and a decision is made
to reject or include the data for mineral resource estimations.
MINING AND MILLING OPERATIONS
The Fort Knox and True North deposits are mined by conventional open pit
methods. Ore from the Fort Knox and True North mines is processed at Kinross'
carbon-in-pulp mill located near the Fort Knox mine. The mill processes ore 24
hours per day year round.
The Fort Knox mill has a daily capacity of between 33,000 to 45,000
tonnes. Mill feed is first crushed to minus 20 centimeters in the primary
crusher located near the Fort Knox pit and conveyed 800 meters to a coarse-ore
stockpile located near the mill. The crushed material is conveyed to a
semi-autogenous (SAG) mill, which operates 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.
80
Correctly sized material flows into a high rate thickener and then into
leach tanks where cyanide is used to dissolve the gold. Activated carbon is used
in the carbon-in-pulp circuit to absorb the gold from the cyanide solution.
Carbon particles loaded with gold are removed from the slurry by screening and
are transferred to the gold recovery circuit where the gold is stripped from the
carbon by a solution, plated onto a cathode by electrowinning, and melted into
dore bars for shipment to a refiner. Mill tailings are detoxified and
transferred into the tailings impoundment below the mill.
Gold recoveries at the Fort Knox mill have historically ranged from 87%
to more than 90% since production began in 1996. With the commencement of feed
from the True North mine in 2001, it has been necessary to add lead nitrate to
the process, and make modest increases to the cyanide and lime concentrations to
maintain mill recovery rates.
Kinross estimates the net present value of future cash outflows for site
restoration costs at Fort Knox and True North under CICA Handbook Section 3110
for the year ended December 31, 2005 at $18.4 million. Kinross has posted $14.7
million of letters of credit to various regulatory agencies in connection with
its closure obligation at Fort Knox and True North.
In mid 2005, Kinross initiated studies examining heap leach of low grade
ore from the Fort Knox property, with the view of enhancing Fort Knox economics.
FORT KNOX OPEN PIT
The mine production rate varies between 110,000 and 145,000 tonnes per
day of total material. Mining is carried out on a year round basis, seven days a
week. Standard drilling and blasting techniques are used, and the blast holes
are sampled and assayed for production grade control purposes. Broken rock is
loaded with a shovel or a wheel loader into haul trucks. Depending on the grade
control results, the mined material is delivered to either the primary crusher,
low-grade stockpiles, or to waste rock dumps.
Stripping of Phase-6 continued in 2005. Before sustained mill feed rates
from Phase-6 can be reached in the first quarter of 2007 on the 1460 bench, 50
million tonnes of waste rock will be mined, at an average rate of 54,400 tonnes
per day. Six additional haul trucks and a loader have been added to the mining
fleet in order to accomplish the stripping.
Typically, upper Phase-6 benches average 1,400 meters in length, with a
mining face width of between 65 and 150 meters. Haul road access to the Phase
will be from the northeastern end. Subdividing the Phase would reduce the
stripping load, but due to the bench geometry and access limitations, this has
not been considered.
During 2005, the Fort Knox open pit experienced failures at the south
west wall, and as a result, design changes were made to the pit which caused a
decline of 157,000 ounces in mineral reserves of the property.
TRUE NORTH OPEN PIT
Mining at True North has been suspended since the first quarter of 2004.
LIFE OF MINE, AND CAPITAL EXPENDITURES
The life of mine plan prepared by Kinross does not incorporate mining at
True North. Mining will be primarily derived from the Fort Knox deposit until
2011 when the feed will originate predominantly from the low grade stockpile
material.
Capital expenditures for 2005 at the Fort Knox operations were
approximately $44.6 million and were mainly attributed to the Phase 6 capital
development at the Fort Knox pit.
81
[PICTURE]
82
THE PORCUPINE JOINT VENTURE
GENERAL
Kinross and Placer Dome (CLA) Limited ("Placer Dome") entered into an
asset exchange agreement (the "Asset Exchange Agreement") and a joint venture
agreement, both dated as of July 1, 2002, for the purpose of forming a joint
venture that combined the two companies' respective gold mining operations in
the Porcupine district in the Timmins area, Ontario, Canada (the "Porcupine
Joint Venture"). In early 2006, Placer Dome was acquired by Barrick Gold
Corporation. Placer Dome owns a 51% participating interest and Kinross owns a
49% participating interest in the Porcupine Joint Venture. The joint venture is
managed by Placer Dome. The Porcupine Joint Venture incorporates Placer Dome's
dome mine and mill, Kinross' Hoyle Pond, Pamour and Nighthawk Lake mines and the
Bell Creek mill and other past producing properties in the Timmins area.
Detailed financial, production and operational information for the
Porcupine Joint Venture is available in the MD&A.
THE ASSET EXCHANGE AGREEMENT
Pursuant to the Asset Exchange Agreement which was entered into as a
step in implementing the Porcupine Joint Venture, Placer Dome transferred to
Kinross an undivided 49% interest in all of Placer's assets owned, used or
thereafter acquired by Placer Dome or its affiliates and located within a 100
kilometer radius of Placer Dome's Dome mill in or near Timmins, Ontario (the
"Development Area") and used in the gold mining, milling and exploration
business and operations carried on by Placer Dome or its affiliates. Kinross in
turn transferred to Placer Dome an undivided 51% interest in all of Kinross'
assets owned, used or thereafter acquired by Kinross or its affiliates and
located within the Development Area and used in the gold mining, milling and
exploration business and operations carried on by Kinross or its affiliates. Any
interest that Kinross may acquire in and to the project within the Development
Area commonly known as the Aquarius Project is excluded from the Porcupine Joint
Venture pending agreement between the parties to include it.
Under the Asset Exchange Agreement, Kinross has also transferred all of
its contracts relating to its Timmins operations to Placer Dome, and Placer Dome
assumed such contracts as manager of the Porcupine Joint Venture for the benefit
of both parties and the exclusive use of the Porcupine Joint Venture. Placer
Dome's contracts relating to its Timmins operations remain in the name of Placer
Dome, 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 Dome
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 Dome 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.
83
In addition, if a party's participating interest is reduced to less than
10%, the other party may elect that the first party be vested with a 2% net
smelter return royalty on ores and minerals mined from the properties subject to
the Porcupine Joint Venture and the first party shall be deemed to have
transferred its remaining participating interest to the other party.
PORCUPINE JOINT VENTURE OPERATIONS
The Porcupine Joint Venture operations consist of the Dome underground
mine, currently on care and maintenance, the Dome open pit mine and mill, the
Hoyle Pond underground mine, and the Pamour open pit. The Bell Creek mill and
tailings storage facility is presently on care and maintenance with all
processing taking place at the Dome mill. In addition, the Porcupine Joint
Venture operations consist of a number of former producing mines, including the
Bell Creek, Marlhill, and Nighthawk Lake mines. The only producing mines forming
part of the Porcupine Joint Venture in Timmins at present are the Dome mine, the
Hoyle Pond mine, and the Pamour mine.
PROPERTY DESCRIPTION AND LOCATION
HOYLE POND UNDERGROUND MINE AND BELL CREEK MILL
The Hoyle Pond underground mine and mineral claims and the Bell Creek
mill are located in Hoyle Township in Timmins, Ontario on 4,065 hectares of
patented land, land leased from the province and one private lease. The leases
expire at various times up to January 2025. Subject to the satisfaction of
conditions, the leases can be renewed for additional terms of 10 to 21 years.
The private lease is for a term of 20 years and is in good standing until May
31, 2025. There are also two contiguous staked mining claims covering 32
hectares located in Whitney Township south of Hoyle Township.
There are two royalties on the Hoyle Pond underground mine land package.
One payment is based on a $0.10 per ton royalty on ore from most areas of the
1060 zone, and one covers much of the area containing the original Hoyle Pond
mine workings which is also tonnage based, but is only currently paying out an
annual minimum payment as mining in this portion of the mine is limited. Royalty
payments were approximately CDN $0.2 million in each of 2004 and 2005.
All requisite permits have been obtained for the mining and continued
development of the Hoyle Pond underground mine and the Bell Creek mill and are
in good standing and the Porcupine Joint Venture is in compliance with Hoyle
Pond and Bell Creek permits in all material respects.
DOME MINE AND MILL
The Dome mine and mill are located within the city limits of Timmins,
Ontario, on an area that covers over 5,004 hectares of staked and patented
mining claims held or under option, including the Preston property that lies to
the south and east, immediately adjacent to the Dome property and the Paymaster
property that lies to the west of the Dome open pit. The Dome underground mine
is currently on care and maintenance and open pit mining was completed in the
second half of 2005. The Pamour pit is currently the only operating open pit
mine at the Porcupine Joint Venture.
The Dome open-pit and underground mines, claims, mining and surface
rights are registered in the name of Placer Dome Canada Limited ("Placer
Canada") (51%) and Kinross (49%). The Preston property includes 19 mining
claims. The Paymaster property includes 26 contiguous mining claims.
A 2% net smelter royalty is payable on production from the Preston,
Paymaster and Vedron properties. No other royalties are payable on the Dome
property.
All requisite permits have been obtained for the mining and continued
development of the Dome open pit mine and mill and are in good standing; the
Porcupine Joint Venture is in compliance with such permits in all material
respects.
84
PAMOUR AND NIGHTHAWK LAKE MINES
The Pamour open pit and Nighthawk Lake underground mines and mineral
claims are located in Timmins, Ontario on 7,783 hectares. The Pamour mine is
located north of Highway 101, approximately 19 kilometers east of the downtown
core of Timmins and 43 kilometers west of Highway 11. The Pamour mine is also
approximately two kilometers south of and contiguous with the Hoyle Pond mine.
The Nighthawk Lake mine is approximately 17 kilometers southeast of the Hoyle
Pond mine. There has been no production at the Nighthawk Lake mine since 1999.
The Pamour open pit development was finalized and mining commenced in
2005.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
Access to the Hoyle Pond mine is via a five kilometer all weather gravel
road north of Highway 101. Services are generally acquired from vendors in the
Timmins area. Adequate process water is available from the clear water pond at
the tailings, while make up water and potable water comes from underground
supply.
The existing Dome mill consists of three stages of crushing, rod/ball
and primary ball grinding, gravity recovery, cyanide leach, carbon-in-pulp,
carbon elution, solution electrowinning and direct smelting. Tailings are pumped
to a tailings basin where the solids settle out and a portion of the solution is
recycled to the mill. Excess effluent is seasonally treated and discharged.
As part of the Pamour project, the Dome mill was upgraded in late 2004
with the installation of a large rod mill in series with the existing primary
ball mill to provide additional grinding capacity for the harder Pamour ores.
Three leach tanks were installed to provide longer leach retention time, and a
new carbon elution and regeneration circuit were installed, together with an
upgrade to the process control network. This expansion will allow processing of
11,000 tonnes per day at a 95% mill utilization rate, making the mill more
efficient and flexible for processing ores from the Dome, Hoyle Pond, Pamour,
and other ore bodies.
Access to the Dome mine is by paved road from the town of South
Porcupine, six kilometers east of Timmins on Highway 101. Rail freight service
is available from the Falconbridge -- Kidd Creek metallurgical site eight
kilometers east of the mine.
The dominant surface material in the Dome mine area is glacial till
overlain by glaciolacustrine silts and clays. Mine waste and tailings cover some
areas closer to the mine.
The Pamour mine is located two kilometers south of the Hoyle Pond mine
and is accessible by an unpaved road. The Nighthawk Lake mine is located 17
kilometers southeast of the Hoyle Pond mine and accessible by 10 kilometers of
paved roads and seven kilometers of unpaved roads.
The area climate consists of cold winters and hot summers. Temperatures
range from below -40 degrees Celsius (-40 degrees Fahrenheit) to above +30
degrees Celsius (+95 degrees Fahrenheit). Mean precipitation is approximately 80
centimeters annually.
The topography of the area is typical of the Canadian Shield and
consists of an irregular surface with moderate relief. The topographic highs are
the result of bedrock outcrops and are surrounded by low lying areas of poorly
drained wetlands. Vegetation includes spruce, pine, poplar and birch trees and
various shrubs, grasses and mosses. The elevation ranges from 200 meters to 300
meters.
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
85
650 tonnes per day mill was constructed. In 1938, the mill capacity was
increased to 1,300 tonnes per day by installing new equipment. During the
1950's, mill throughput averaged 1,500 tonnes per day. In 1972, the mill was
expanded to treat 2,275 tonnes per day as production from the nearby Aunor mine
was processed at the Pamour mill. Open pit mining at the Pamour mine began in
1976 and continued until 1999. Open pit mining resumed in 2004 and ore started
to be delivered to the Dome mill by the second quarter of 2005.
The Hoyle Pond discovery hole was drilled by Texas Gulf in 1980. The
deposit was explored from 1980 to 1982. The deposit was developed by ramp in
1983 and 1984. The first year of mining in 1985 yielded 64,400 tonnes at an
average grade of 13.0 grams per tonne of gold. The mine has been in continuous
production since then and was acquired by Kinross pursuant to the amalgamation
with Falconbridge Amalco in 1993. Since 1993, Kinross has conducted exploration
programs and underground development has added significant additional
mineralization. From 1994 to 1999, Kinross sunk an 815 meter shaft and developed
a second ramp to access underground workings. The Bell Creek mill has gone
through a series of expansions with current capacity of 1,500 tonnes per day.
The head grade for the Hoyle Pond mine is the highest of any of the significant
past, or present producing mines in Timmins.
The Dome deposit was discovered in 1909. Operations commenced in 1910,
producing 214 ounces of gold. Mining has been continuous at Dome since 1910. In
1984, the mill capacity was increased from 2,000 to 3,000 tonnes per day. Part
of the expansion included a new vertical shaft, the No. 8 shaft which was sunk
from the surface to a depth of 1,667 meters. In 1988, due to a skipping
accident, No. 8 shaft was not producing and, therefore, open pit mining was
commenced. From 1992 to 1996, Placer Dome produced from the Paymaster property.
In 1995, an expansion of the operations, which included an enlarged open pit and
an increase in milling capacity, was completed. As a result, full production
from the expanded open pit was achieved and mine production increased from a
nominal rate of 3,400 tonnes per day in 1994 to 9,100 tonnes per day in 1995. In
1997, the Preston property was purchased and the Dome open pit was expanded into
the Preston land holdings. Mining of open pit ore from the Preston property was
completed in 2000.
From its beginning in 1909 to December 31, 2005, the Dome mine has
produced over 15 million ounces of gold, making it the second largest gold
producer of the Timmins camp.
GEOLOGY AND MINERALIZATION
REGIONAL
All of the properties comprising the Porcupine Joint Venture lie within
the Porcupine Gold Camp (the "PGC"). The PGC, located in the Archean Abitibi
greenstone belt, has been the most productive gold-producing field in North
America. Total historic production is in excess of 62 million ounces of gold.
This production has come from quartz-carbonate lode systems hosted within low
temperature metamorphic rocks (greenschist facies). Lodes are found in a
corridor up to 10 kilometers wide parallel to the 200 kilometers long Destor
Porcupine Fault. At the regional scale, gold deposits are spatially associated
with regional fault zones. At the camp scale, gold deposits generally occur
within five kilometers of, but not in, the regional faults.
HOYLE POND
The Hoyle Pond Main Zone and 1060 Zone deposits, both of which are in
production, are hosted within sheared and metamorphosed basalts rich in
pyroxenes. The 7 Vein system occurs as a series of stacked, flat to gently
northeast dipping veins within metabasalts. Mineralization occurs as coarse,
free gold in white to grey-white quartz veins with variable ankerite,
tourmaline, pyrite and local arsenopyrite. Alteration halos are generally
narrow, consisting of mainly grey zones (carbon, carbonate, sericite, cubic
pyrite) in the Hoyle Pond system, and carbonate-sericite, with fuchsite, pyrite,
arsenopyrite and trace chalcopyrite, sphalerite within the 1060 structure.
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.
86
PAMOUR MINE
The Pamour mine is located approximately one kilometer north of the
Destor Porcupine Fault Zone. Volcanic rocks occupy the area north of the mine
and include interlayered mafic to ultramafic units. Sedimentary rocks including
greywackes, argillites, and conglomerates are found to the south. Gold
mineralization is hosted by both volcanic and sedimentary rocks and related to
both individual quartz veins and vein swarms, which trend mainly east-west.
Volcanic-hosted ore bodies include shallow north-dipping single vein structures
within mafic volcanics, as well as irregular shaped vein swarms along various
lithologic contacts within the volcanic sequence. Sedimentary hosted ore bodies
include irregular shaped vein swarms along the unconformity as well as narrow,
steep south-dipping veins in greywacke further to the south.
DOME MINE
The Dome mine lies on the south limb of the Porcupine syncline in an
area where the Archean Metavolcanics are overlain by the metasedimentary rocks.
Gold mineralization is found in a number of different rock types and in
association with a number of different structural settings. Mineralization in
the district is commonly associated with the northeasterly plunge of the
Porcupine syncline. At the mine site, the local sequence of north dipping
metavolcanics and metasedimentary rocks have been folded to form a northeasterly
plunging structure, referred to as "Greenstone Nose." Sediments consisting of
conglomerates, slates and greywackes are draped around this structure and form
the "Sedimentary Trough" on the south side.
Immediately south of the "Sedimentary Trough" lies an east-west
striking, highly strained zone in which magnesium rich, carbonatized rock
occurs. This highly altered zone corresponds to the trace of the ductile Dome
Fault interpreted to represent a branch off the main Destor-Porcupine Fault. To
the west, the Dome Fault Zone passes between two major porphyritic intrusive
bodies--the Paymaster and the Preston Porphyries. To the east, lenses of
porphyry, similar compositionally to the main porphyry bodies, occur within the
Dome Fault Zone. To the south of the Dome Fault Zone are the "Southern
Greenstones,"a south-dipping sequence of basalts consisting of massive and
pillowed flows.
Mineralization occurs mainly in association with structurally controlled
quartz and quartz-ankerite veins. Principal orebodies can be classified into
three main types: Long narrow veins in shear zones parallel to the stratigraphic
trend; swarms of en-echelon veins and stockworks of veins; and disseminated
mineralization, in which the gold is associated with pyrite and/or pyrrhotite
and little or no vein material is present.
EXPLORATION
Kinross' share of regional exploration within the Timmins camp totaled
$3.2 million during 2004 and approximately $3.5 million in 2005.
DRILLING, SAMPLE PREPARATION AND ANALYSIS
Placer Dome collects both exploration and production samples at its
operations in Timmins. Samples are collected using industry standard sample
collection procedures that are well understood by the geological personnel
collecting the samples in the field.
Surface and underground diamond core drilling operations were conducted
during 2004. For resource estimation purposes, drilling spacing ranges from a
low of 8.0 meters to a high of 50.0 meters. Typically, drill holes are sampled
honoring geological contacts while maintaining a minimum 1.5 meter sample
length. Typically the core is not split or sawn prior to assay unless the hole
is an exploration hole targeting new mineralization.
Underground, sampling is conducted on a daily basis throughout the
active working faces. Chip samples, muck samples and sludge samples are
collected to provide daily grade control and to reconcile actual production to
the estimated reserves. At the Hoyle Pond mine, ore development headings are
typically sampled on 2 to 5 meter intervals using both chip samples and muck
samples. Production stoping areas are typically sampled at 5 meter intervals
wherever practical and stope muck is sampled at a frequency of 1 muck sample for
every 20 tonnes of ore.
87
Open pit samples are collected from blasthole cuttings on an approximate
10 meter sample spacing. In ore zones, a single sample is collected from each
hole, representing approximately 450 tonnes of ore. In waste, the sample
frequency is reduced with one sample collected from every four holes.
Prior to the completion of the Porcupine Joint Venture, Kinross'
analytical work was carried out at the Bell Creek lab with some exploration
samples sent to an independent lab for analysis.
Since December 31, 2002, Placer Dome's analytical work is completed at
the Dome mine lab and at independent external labs with the Bell Creek lab
placed on care and maintenance. At the Dome mine lab, all gold analyses are
completed using conventional fire assay with an AA finish. Samples with visible
gold are assayed using either a gravimetric finish or pulp metallic assay. Each
assay tray at the Dome mine lab includes at least one standard, one check and
one blank. The Dome mine lab processes all surface and underground production
samples. Hoyle Pond exploration core is processed at the Dome mine lab and at an
external lab. All regional exploration core is processed at an external lab.
Check assays are completed at the Dome mine lab or at external laboratories.
Generally multi-element analytical work is completed at external laboratories.
MINING AND MILLING OPERATIONS
The Hoyle Pond operations consist of an underground mine serviced by two
declines and one shaft serving production levels on 40m vertical spacings. The
Hoyle Pond shaft provides access to the Hoyle Pond and 7 Vein Zones. The 1060
ramp provides access to the 1060 Zone and is currently being extended to provide
access to lower levels on the 1060 Zone. Total production (ore and waste) is
transported to the loading pocket by means of an ore/waste pass system and
hoisted to surface in 6.5 tonne skips. The surface infrastructure consists of
administration buildings, maintenance, compressed air, paste fill plant, and
hoisting facilities. An internal winze construction was completed in 2005.
The mineralized zones at Hoyle Pond are narrow high-grade veins, dipping
from 30 to 90 degrees. Underground mining methods used are cut and fill,
shrinkage, panel and long-hole methods.
Mining of the Hoyle Pond crown pillar will be prioritized in the mining
schedule if Placer Dome can successfully negotiate an agreement with
Falconbridge. Mining of the crown pillar will require isolating the adjacent
Falconbridge tailings management area, berms to separate the pit from the Hoyle
Pond complex, relocation of the Hoyle Pond mine water settling ponds, relocation
of the tailings management area utility and access road, and installation of
underground bulkheads to isolate the Hoyle Pond underground workings from the
pit.
The Dome underground mine had its final year of full production in 2003
and was placed on care and maintenance in May 2004 after 94 years of operation
that began in 1910. Attempts to extend the mine life are being evaluated with
on-going exploration of areas within and peripheral to the mine.
The Dome open pit was mined in three stages. Development of the final
stage commenced in the summer of 1998. Mining is conducted using conventional
open pit mining methods. All mining is carried out on 9.1 meter benches. Pit
wall inter-ramp angles vary but average 52 degrees. Haulage ramp gradients are
set to 10%. Conventional open pit mining equipment is used. The mining fleet
includes diesel powered drills, electric cable shovels, 136 tonne haulage
trucks, front-end loaders, dozers and support equipment.
Reserve estimates for the open pit include allowances for the presence
of mined-out underground workings. Open pit mining costs reflect the specialized
drilling, blasting and backfilling that is required to ensure that open pit
mining can proceed safely through these underground workings. Overburden
encountered in the upper portions of the open pit is stockpiled for use in
reclamation. Rock dumps are contoured and re-vegetated on an ongoing basis as
part of normal open pit operations. Open pit mineral reserves were depleted in
2005. Stockpiled ore is expected to sustain mill operations for several years
after the completion of mining at the Dome open pit. Opportunities to reactivate
the pit to recover additional reserves are being evaluated.
88
The Pamour open pit feasibility study was completed in 2003 and
permitting work was initiated on completion of the study. Demolition of existing
infrastructure at Pamour that will not be used in the new mining operations has
been completed. Construction of the haul road and site infrastructure commenced
in 2004 and was completed in 2005. Stripping began in late 2004 and full-scale
mining was achieved in 2005. Mining is by a conventional open pit method. Much
of the equipment required for the Pamour operation has been relocated from the
Dome open pit. The initial capital costs include the cost of equipment not
available from the Dome operation as well as rebuild costs of some of the older
units.
All ore mined by the Porcupine Joint Venture is milled at the Dome mill.
Currently, the Dome mine and the Hoyle Pond mine provide feed to the mill. The
mill was expanded in 2004 to accommodate planned production from the Pamour mine
in mid 2005.
Kinross' share of the net present value of future cash outflows for site
restoration costs at the Porcupine Joint Venture under CICA Handbook Section
3110 are estimated to be $26.2 million at December 31, 2005. Kinross has posted
letters of credit totaling $15.8 million for site restoration obligations with
the provincial government in connection with its share of closure obligations.
LIFE OF MINE, AND CAPITAL EXPENDITURES
Currently estimated proven and probable reserves for the PJV are
sufficient for eight and a half years of production. There is significant
potential for additional reserves and resources in the current property position
controlled by the joint venture.
Kinross' share of capital expenditures at the Porcupine Joint Venture
operations in 2005 were $24.7 million. The majority of the capital was
attributed to the Pamour pit development.
89
PORCUPINE JOINT VENTURE PROPERTY POSITION
[PICTURE]
90
LA COIPA MINE
GENERAL
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.
Detailed financial, production and operational information for the La
Coipa mine is available in the MD&A.
PROPERTY DESCRIPTION AND LOCATION
The La Coipa mine is located in the Atacama Region of northern Chile,
approximately 1,000 kilometers north of Santiago and 140 kilometers northwest of
the community of Copiapo, Chile. The mine is operated by a Chilean contractual
company, Compania Minera Mantos de Oro ("MDO"), a joint venture between a
wholly-owned subsidiary of Placer Dome (50%) and Kinross (50%). The overall
operation consists of five deposits known as Ladera-Farellon, Coipa Norte,
Brecha Norte, Can-Can and Puren. Coipa Norte and Brecha Norte are currently
being mined by open pit methods, and exploitation at Puren began in 2005 to be
followed by Can-Can in 2007. The Puren deposit has been approved for development
by the partners at La Coipa, Chile. Puren is owned 65% by Mantos de Oro (MDO), a
50:50 joint venture with Placer Dome and Kinross Gold, and 35% by Codelco of
Chile. MDO is actively exploring in the district.
The La Coipa mine consists of approximately 7,500 hectares of mineral
claims, of which the principal ones are Indagua, Marta, Escondida, Candelaria,
Eduardo, and Chimberos. The MDO area of influence changes from time to time as
agreed by the project partners. MDO currently has a 65% equity stake in the
Puren area to the east of the mine, has an option to acquire a 100% stake in the
Esperanza property to the north of La Coipa, and Kinross holds a 50% interest in
the CMCLC (Cominor) ground (7,294 hectares) surrounding La Coipa. MDO has
obtained a series of permits that allow exploration and mining activities to
proceed in the La Coipa area. No other permits need to be obtained based on
existing and recently planned operations. MDO's land position as at the end of
2005 including exploitation concessions and exploration permits, but excluding
Kinross' interest in the Cominor property, covers 25,524 hectares.
The exploration permits are valid for a two-year period from the date
they are declared in force and can be renewed once for another two-year period.
Thereafter the size of the exploration permit area must be reduced by half. MDO
can elect to apply for mining concessions in areas where exploration concessions
are held. The exploitation or mining concessions can be held indefinitely as
long as the annual fees are paid to keep the permits in good standing. The
exploitation permits covering the La Coipa area give MDO the right to extract
the ore and to sell the final products into the open market.
No royalties are applicable on gold and silver produced from the mine,
but an annual preferred dividend of $1.8 million is payable. The joint venture
partners receive disbursements from the operation via common dividends from MDO.
A 35% withholding tax is applicable on all dividends disbursed to foreign
shareholders, less the corporate income tax already paid.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
The La Coipa mine is located approximately 1,000 kilometers north of
Santiago in Copiapo Province in the Atacama Region of the Chilean Andes. Access
is by a 140-kilometer road of which 30 kilometers are paved, from the regional
center of Copiapo, which is served daily by commercial airline from Santiago.
The nearest port, Caldera, is 80 kilometers west of Copiapo. The mine is
connected to the national power grid system.
The mine lies in the Domeyko Cordillera at an elevation of between 3,800
and 4,400 meters, the plant site being at 3,815 meters. Current and future
mining operations are at elevations ranging from 4,040 meters to 4,390 meters.
91
The climate is considered pre-arid Mediterranean, subject to low
temperatures, strong winds and some snow during the winter. Despite the adverse
climate, mining operations are performed year-round without interruption.
Temperatures range from a high of 25 degrees Celsius (77 degrees Fahrenheit) to
a low of -10 degrees Celsius (14 degrees Fahrenheit). Water is scarce in the
area, but the Salar de Maricunga provides sufficient water to fulfill industrial
needs through an approximately 40-kilometer pipeline. Vegetation is sparse.
HISTORY
The earliest written information about La Coipa as a precious metal
prospect dates back almost a century, when a small underground copper-silver
mine was in operation about 2 kilometers southeast of the present day
operations. Regional resources have been sporadically exploited since then, but
the La Coipa area itself did not receive any attention from exploration
geologists until the late 1970s.
La Coipa open pit mine and its 15,000 tonne per day mill began operation
in October 1991. A new crushing system was installed in October 1999 increasing
throughput to 17,000 tonnes per day. The Ladera-Farellon and Farellon Bajo ore
bodies were mined in four pit stages between 1991 and 2000. The Coipa Norte ore
body will be mined out in five stages between 1995 and 2008; it started after
mining of Stage 2 in Farellon Bajo was completed in 1994. Ore from the Chimberos
silver ore body (located 40 km by road from the processing plant) was processed
from mid-1998 to mid-1999. In the third quarter of 1999, production from La
Coipa recommenced, mainly from the Coipa Norte ore body. Mining of the Brecha
Norte ore body started in stage one in 2003 and mining will be completed in
2006.
TVX acquired an initial indirect 49% interest in the La Coipa mine in
June 1988 from companies controlled by Eike Batista, Roberto Hagemann Gerstmann
and Jozsef Ambrus, who, at the time, held the remaining 51% interest. Pursuant
to the La Coipa acquisition agreement dated January 25, 1989, Placer Dome
acquired a 50% indirect interest in the La Coipa mine from both TVX and
companies controlled by Messrs. Batista, Gerstmann and Ambrus, on a pro-rata
basis as to their respective interests in the La Coipa mine. The La Coipa
acquisition agreement also provided for the future operation of the La Coipa
mine and the respective responsibilities of the joint venture parties. As a
result of this transaction, TVX's indirect interest in the La Coipa mine was
reduced to 24.5% and the indirect interests of Messrs. Batista, Gerstmann and
Ambrus was reduced to 25.5%. Between 1989 and 1994, TVX increased its ownership
in the La Coipa mine to 50%.
Kinross acquired TVX's ownership in La Coipa on January 31, 2003, on
completion of the business combination of Kinross, TVX, and Echo Bay.
GEOLOGY AND MINERALIZATION
The La Coipa mine is located in the northern Chilean volcanic belt known
as the Maricunga belt. It contains several well-known base metals and precious
metals deposits such as Cerro Casale, Refugio, Marte and El Hueso.
La Coipa and surrounding deposits form part of a precious metal
epithermal system. Structural controls on mineralization are dominant at La
Coipa, but lithological controls are also present. The La Coipa deposits are
mainly contained within two basic rock formations - Triassic sedimentary rocks
that form the basement and overlying Tertiary volcanic rocks. Mineralization at
Coipa Norte and Brecha Norte, are both hosted in volcanics and sediments. Silver
mineralization occurs mainly in volcanics but gold is preferentially hosted in
sedimentary rocks.
The 17,000 tonnes per day processing plant is located near
Ladera-Farellon because this ore body comprised the majority of the original
mineral reserve. The Coipa Norte deposit is located about five kilometers north
of Ladera-Farellon and the Brecha Norte deposit is located northeast of the
Coipa Norte deposit. The Puren deposit is located eight kilometers northwest
from Ladera-Farellon, and was recently discovered by the MDO exploration team.
The Chimberos deposit is approximately 25 kilometers northeast of the processing
plant.
92
The most common precious metal-bearing minerals are cerargyrite, several
other silver halide complexes, native silver, electrum and native gold as free
particles in the size range of 0.5 to 50 microns. Mercury is common in all the
deposits and occurs as calomel.
All the known reserves at La Coipa are found in oxidized zones. Both
Ladera-Farellon and the silver orebody in Coipa Norte are located in the western
and upper portions of the mineralized zones. At Coipa Norte, the silver orebody
outcrops are closely associated with pervasively silicified rocks. The presence
of bedded outflow material and geyserites suggest that this area has not been
subjected to significant erosion.
EXPLORATION
Exploration work in the La Coipa district started in the late 1800s and
has been ongoing since, although the property ownership has changed a number of
times. Modern exploration techniques have been implemented starting in the late
1970s to early 1980s. They included geological mapping, geochemistry, channel
sampling, drilling and 800 meters of underground development. Numerous soil
geochemical anomalies and historic gold silver prospects exist within the
vicinity of the La Coipa ore bodies. These include the Las Colorada and Indagua
anomalies on the MDO property, and the Maritza, Pompeya and Puren West anomalies
on the surrounding CMCLC ground.
Kinross' share of exploration spending for 2005 was approximately $1.1
million. During 2005 the 'Esperanza, Carachapampa and CMCLC properties were
drilled to prepare an evaluation of Teterita, a prospect drilled in 2004-2005.
DRILLING, SAMPLE PREPARATION AND ANALYSIS
Various drilling methods and sampling protocols have been used at La
Coipa. Diamond drill holes completed during the exploration phase were
systematically sampled in 2 meter intervals. Half the core was sent for assaying
and the other half stored in a warehouse near the camp. RC holes for both
exploration and in-pit drilling are sampled in 2 meter long "runs." All drill
chips are also stored in the same location as the core.
Since 1984, a total of 127,785 meters of drilling has been completed in
the La Coipa mining area. Most of the exploration drilling was completed with RC
holes. All exploration holes are surveyed. The holes have also been down-hole
surveyed at about 20 meter intervals. Most of the exploration holes are inclined
holes.
Drill core is delivered to the exploration storage building located by
the camp facilities. A geologist completes a written log for the hole that
includes 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.
The laboratory department uses a well-established set of quality
assurance and quality control protocols to monitor its own performance. The mine
laboratory regularly inserts standards. Duplicate analyses are done from time to
time at independent labs, including pulp duplicates of selected samples. The
mine lab carefully monitors all aspects of sample preparation and assaying for
exploration activities, the blast holes, the plant and the refinery. They
include numerous control checks when the drill or blast hole samples are
received for preparation and analysis. Most analyses are performed at the mine
laboratory, with some exploration samples sent to an outside laboratory
depending on the required turnaround time.
MINING AND PROCESSING
The La Coipa mine currently operates two open pits: Coipa Norte, and
Brecha Norte. The Puren and Can Can deposits are scheduled to be mined later in
the mine life. Conventional open pit mining methods and equipment are used to
mine all ore and waste. Benches are laid out at 10 meters intervals, allowing
for the existence of berms every two benches. The overall wall slopes vary from
45 degrees to 52 degrees. Mining is carried out with one hydraulic shovel,
front-end loaders, diesel rotary drills, and 154-tonne trucks.
93
Ore is crushed, then ground in a circuit incorporating a semi-autogenous
mill with a pebble crusher and two ball mills with a throughput of 17,000 tonnes
per day. The ground ore is leached, then filtered and washed to separate out the
tailings, and the solution is passed through a Merrill-Crowe plant. The
precipitate is then sent to the refinery.
Water and power supplies are critical infrastructure aspects of the La
Coipa mine. Water requirements for the plant are 100 liters per second and are
obtained from underground springs which feed the Salar de Maricunga, a saltwater
lake 38 kilometers from the mine site. The water is pumped via a pipeline from
the springs to the plant site. The national power grid provides all the power
necessary for the plant from a tie-in approximately 88 kilometers from the mine.
The dore produced at the mine is shipped to refineries in the United
States and England, with gold and silver credited to MDO metal accounts. The
gold and silver are sold into world markets at spot prices.
The La Coipa mine received an ISO 14001 certification in July 2002 and
there are comprehensive procedures in place in the event of a safety or
environmental incident. The most significant environmental issue at the mine is
mercury contamination of the Quebrada La Coipa Aquifer. At the end of 1995,
mercury and cyanide from tailings seepage were detected in control wells. As a
remedial measure, MDO installed a fence of wells to intercept and divert
uncontaminated water around the tailings area to a re-infiltration gallery
downstream of the tailings. Other wells were also installed to collect
contaminated groundwater and pump it to the process plant for recycling. These
measures did not entirely contain the plume at the source, and therefore, in
2000, a water treatment plant was constructed at the leading edge of the plume.
At the treatment plan, groundwater is intercepted and passed through resin ion
exchange columns where mercury is removed. To date, the system has contained the
contaminant plume completely within the mine property, and prevented the advance
of contaminants in excess of drinking water standards to areas downstream of the
mine.
It is not known how long groundwater management will be required, but it
is expected that the treatment plant will continue to operate after mine
closure. To more accurately evaluate long-term treatment requirements, drilling
and characterization of the source were initiated in 2005. The net present value
of future cash outflows for site restoration costs by $7.2 million as of
December 31, 2005.
Based upon estimates by operator Placer Dome, Kinross' share of the net
present value of future cash outflows for site restoration costs at La Coipa
under CICA Handbook Section 3110 are estimated at $13.1 million at December 31,
2005. This includes costs to demolish and remove plant site buildings, secure
the pit area and prevent a safety hazard to the public, and operate the water
treatment facility for up to 20 years. Because of the lack of vegetation in the
area no major re-vegetation or re-sloping activities are currently proposed.
Small-scale experimentation with growing plants in the arid climate is currently
underway, and further field-testing is planned prior to closure. There is no
requirement to post financial assurance to secure site restoration costs in
Chile at present.
LIFE OF MINE, AND CAPITAL EXPENDITURES
The proven and probable reserves are sufficient for four years of
production. The mine is scheduled to cease production in 2010 if additional
reserves are not found; however, Kinross believes there is significant potential
for additional reserves and resources near the present mine site.
94
Kinross spent approximately $4.9 million for its share of capital
expenditures in 2005. The majority of the capital was related to deferred
development.
[PICTURE]
PARACATU MINE
GENERAL
The Paracatu mine site includes an open cut mine, process plant, tailings
impoundment area and related surface infrastructure with a throughput rate of 18
million tones per annum (Mtpa). Paracatu (known locally as "Morro do Ouro") is
operated by Rio Paracatu Mineracao S.A. ("RPM"), which in 2003 and 2004 was 49%
owned by Kinross and 51% owned by a subsidiary of Rio Tinto Plc. ("Rio Tinto").
Kinross acquired its interest in the Paracatu mine in its combination with TVX
in January 2003. The mine was operated by Rio Tinto until the end of 2004. On
December 31, 2004 Kinross announced that it had completed the purchase of Rio
Tinto's 51% interest. Kinross currently owns 100% of the property and is the
operator.
Detailed financial, production and operational information for the
Paracatu mine is available in the MD&A.
PROPERTY DESCRIPTION AND LOCATION
The Paracatu mine is a large scale open pit mine located less than three
kilometers north of the city of Paracatu, situated in the northwest part of
Minas Gerais State, 230 kilometers from Brasilia, the capital of Brazil, on the
paved highway connecting Paracatu (Brasilia) with Belo Horizonte, the state
capital of Minas Gerais.
95
Historically mining at Paracatu did not require blasting of the ore. Ore
was ripped, pushed and loaded into haul trucks for transport to the crusher. In
2004, due to increasing ore hardness in certain areas of the mine, RPM began
blasting the harder ore in advance of ripping. Currently powder factors are very
low. The open pit benching operation measures approximately four kilometers by
two kilometers, and it is located on a gently sloping hillside. The elevation of
the open pit and industrial plant area ranges from approximately 720 to 820
meters.
In Brazil, mining licenses (claims) are issued by the Departamento
Nacional da Producao Mineral (DNPM). Once certain obligations have been
satisfied, DNPM issues a mining license that is renewable annually, and has no
set expiry date. RPM currently holds title to two mining claims (mining leases)
totaling 1,258 hectares. The mine and most of the surface infrastructure, with
the exception of the tailings impoundment area, lie within the two mining
licenses. The remaining infrastructure is built on lands controlled by RPM under
exploration concessions. RPM holds title to 28 exploration concessions in the
immediate mine area and has applied for title to an additional 9 exploration
concessions in the Paracatu area.
On December 31, 2004, RPM, through exploration permits and mining
leases, controlled 8,731 hectares of land. As of December, 2005, RPM had
increased its land position to 22,508 hectares. RPM has applications before DNPM
to convert four of the exploration concessions to mining lease status. In
addition, RPM has applied for the mineral rights to an additional 16,974
hectares in exploration concessions. As of December 31, 2005, DNPM was reviewing
RPM's applications. Kinross has reasonable expectation that all applications
before the DNPM will be approved.
The Paracatu mine is exposed to limited environmental liabilities
related to the following: site water management; main tailings storage area;
sulphide tailings storage area; industrial plant site; and airborne dust.
Environmental liabilities are being minimized through good management practices.
RPM must pay to the DNPM a royalty equivalent to 1% of net sales.
Another 0.5% has to be paid to the holders of surface rights in the mine area
not already owned by RPM.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
Access to the site is provided by paved federal highways or by charter
aircraft that can land at a small paved airstrip on the outskirts of Paracatu.
The mine is the largest employer in Paracatu, directly employing 750 workers in
what is predominantly an agricultural town (dairy and beef cattle and soy bean
crops) located in Brazil's tropical savannah. Average annual rainfall varies
between 850 and 1800 mm, the average being 1300 mm, with the majority realized
during the rainy season between October and March. Temperatures range from
15(degree) to 35(degree) Celsius.
The mine receives power from the Brazilian national power grid. Some
power supply outages have been experienced during the rainy season due to water
getting into high voltage equipment, but these have not had a significant impact
on production. The mine has a small emergency power capability, used for
critical process equipment that cannot be suddenly stopped such as thickeners
and CIL tanks
The mine is dependent on rainfall as the primary source of process
water. During the rainy season, the mine channels surface runoff water to
temporary storage ponds from where it is pumped to the beneficiation plant.
Similarly, surface runoff and rain water is stored in the tailings impoundment,
which constitutes the main water reservoir for the concentrator. The objective
is to capture and store as much water as possible from the rainy season to
ensure adequate water supply during the dry season. The mine is permitted to
draw make up water from three local rivers that also provide water for
agricultural purposes.
HISTORY
Gold mining has been associated with the Paracatu area since 1722 with
the discovery of placer gold in the creeks and rivers of the Paracatu region.
Alluvial mining peaked in the mid -1800's and until the 1980's was largely
restricted to garimpeiro (artisanal) miners. In 1984, Rio Tinto Zinc (Rio Tinto)
explored the property using modern exploration methods and by 1987, the RPM
joint venture was formed between RTZ and Autram Mineracao e Participacoes (later
part of TVX Gold Inc group of companies) constructed a mine and processing
facility for an
96
initial capital cost of $65.0 million. Production commenced in 1987 and the mine
has operated continuously since then. As of December 31, 2004, the mine since
inception had produced 2.985 million ounces of gold from 237 million tonnes of
ore.
In 2003, TVX's 49% share in RPM was acquired by Kinross Gold Corporation
(Kinross) as part of the merger between Kinross, TVX and Echo Bay Mines Ltd
(EB). In November 2004, Kinross and Rio Tinto agreed in principle to Kinross'
purchase of Rio Tinto's 51% interest in RPM. Completion of this purchase on
December 31, 2004 resulted in Kinross having a 100% interest in RPM and the
Paracatu mine.
EXPLORATION
Rio Tinto was the first company to apply modern exploration methods at
Paracatu. The initial production decision was based on a mineral reserve
estimate based on 44 drill holes and 458 surface pits (25 meters maximum depth).
The deposit was historically drilled off on nominal 100 x 100 meter drill
spacing. The exploration history at Paracatu has evolved in lock step with the
mine development. As mining advanced and the initial capital investment was
recovered, the decision was made to evaluate a deeper horizon ("B1 horizon") and
exploration drilling was focused on defining the deposit through drilling
accordingly.
As more knowledge was gained through mining of the B1 horizon, the
potential of a deeper horizon ("B2 horizon") became increasingly important. As a
result of the staged recognition of the mineral reserve potential at Paracatu,
several drill holes did not test the entire thickness of the B2 horizon.
After acquiring a 100% interest in RPM, Kinross reviewed the engineering
support prepared by RPM in support of a further mill expansion. At the same
time, Kinross evaluated the exploration potential at Paracatu and identified two
priority target areas:
o Deepening of holes in the northeast portion of the pit where the
full extent of the B2 horizon had not previously been defined
and
o Drilling to the west of Rico Creek where the B2 horizon has been
identified with similar characteristics as in the pit area but
had been tested with a very limited number of drill holes.
In the first quarter of 2005, Kinross approved a phased exploration
drill campaign at Paracatu to upgrade inferred resources west of Rico Creek to a
measured and indicated classification. A theoretical $400 pit shell was used to
guide the first phase ("Phase I") of the drilling program. A total of 30,000
meters of drilling was planned in Phase I. Subsequent phases would be evaluated
based on the Phase I results. The Phase I program was largely complete prior to
the November 2005 resource model update however analytical results for 65 of the
holes were pending at the time of the update.
In the third quarter of 2005, after reviewing results from Phase I,
Kinross planned a second phase ("Phase II") program to explore the potential to
increase reserves beneath the existing pit and to define the lateral limits of
mineralization external to the $400 pit shell used to constrain Phase I. An
additional 20,000 meters of drilling was planned for Phase II.
The drilling for Phase II was completed on December 3, 2005. Phase II
added 113 diamond drill holes to the Paracatu database. Phase I and II totaled
267 holes for 48,660 meters. Total exploration costs for Phase I and II were
approximately US$ 5.2 million. The outstanding analytical results from Phase I
as well as the additional analytical results from Phase II will be used to
update the resource model for Kinross' 2005 annual disclosure.
GEOLOGY AND MINERALIZATION
The mineralization is hosted by a thick sequence of phyllites belonging
to the basal part of the Upper Proterozoic Paracatu Formation and known locally
as the Morro do Ouro Sequence. The sequence outcrops in a northerly trend in the
eastern Brasilia Fold Belt, which, in turn, forms the western edge of the San
Francisco Craton.
97
The Brasilia Fold Belt predominantly consists of clastic sediments, which have
undergone lower greenschist grade metamorphism along with significant tectonic
deformation.
The phyllites at Paracatu lie within a broader series of regional
phyllites. The Paracatu phyllites exhibit extensive deformation and feature well
developed quartz boudins and associated sulphide mineralization. Sericite is
common, likely as a result of extensive metamorphic alteration of the host
rocks. Sulphide mineralization is dominantly arsenopyrite and pyrite with
pyrrhotite and lesser amounts of chalcopyrite, sphalerite and galena.
The Paracatu mineralization is subdivided into 4 horizons defined by the
degree of oxidation and surface weathering and the associated sulphide
mineralization. These units are, from surface, the C, T, B1 and B2 horizons.
Mining to date has exhausted the C and T horizons. The remaining mineral
reserves are exclusively hosted in the B1 and B2 horizons.
Gold is closely associated with arsenopyrite and pyrite and occurs
predominantly as fine grained free gold along the arsenopyrite and pyrite grain
boundaries or as inclusions in the individual arsenopyrite and pyrite grains.
The majority of grains are ultrafine (less than 20 microns) but the few coarse
grains that occur are responsible for the highest percentage of the contained
gold in the ore.
The mineralization appears to be truncated to the north by a major
normal fault trending east-northeast. The displacement along this fault is not
currently understood but the fault is used as a hard boundary during mineral
resource estimation. The current interpretation is that the fault has displaced
the mineralization upwards and natural processes have eroded away any
mineralization in this area.
DRILLING, SAMPLE PREPARATION AND ANALYSIS
The dominant sample collection method used to delineate the Paracatu
resource and reserve model is diamond drilling. Prior to the 2005 drilling
program, a total of 696 drill holes totalling 28,317 meters supported the then
resource model and reserve estimate. The nominal drill spacing was 100 x 100
meters. Approximately 82 % of the drill holes are large diameter (six inch)
drill holes. The remaining holes are either H or N diameter drill holes. The
majority of the drill holes are diamond drill holes. A total of 67 RC holes are
included in the database. Results from the RC holes indicate that results were
25-30% lower when compared to coincident diamond drill hole results. The
database at Paracatu also includes 458 test pits (5,070 meters) which were
largely restricted to the C and T horizons that have largely been mined out.
Where RC holes have been twinned by diamond drill holes, the RC results have
been excluded from the resource and reserve estimation process. Only the RC
holes that have not been twinned are included in the estimation process.
In the first quarter of 2005, Kinross committed to a phased exploration
program at Paracatu to delineate measured and indicated resources west of Rico
Creek. As of December 31, 2005, Kinross had completed 267 diamond drill holes
(48,660 meters) which were added to the historical database. Total exploration
costs were approximately $5.2 million.
The nominal drill spacing northeast of Rico Creek is 100 x 100 meters.
An Optimum Drill Spacing Study commissioned by Kinross established that a 200 x
200 meter five spot pattern (a 200 x 200 m grid plus one hole in the middle)
would satisfactorily define indicated mineral resources. This pattern results in
a nominal 140 meter hole spacing and represents a departure from historical RPM
practices.
Core recovery from the diamond drill programs is reported to be
excellent, averaging greater than 95%. RPM employs a systematic sampling
approach where the drilling (and test pitting) is sampled employing a standard
1.0 meter sample length from the collar to the end of the hole.
All drill core is logged geologically and geotechnically, recording
litho-structural and physical data and recording it in detailed logging sheets.
The core is also photographed and a permanent record is maintained in the onsite
filing system. All samples are marked and collected by geologists or technicians
employed by RPM.
98
Historical sample preparation reduced each one meter core sample to 95%
passing 1.44 mm. Crushed samples were homogenized and split with approximately 7
kg stored as coarse reject. Approximately 200 grams of the remaining sample were
split off for ICP analysis and 1.35 kg of sample was split out for Bond Work
Index analysis. The remaining sample (4.5 kg) was dried and further reduced to
95% passing 65 mesh. This sample was homogenized and split with 4.2 kg stores as
pulp reject and the remaining 300 g was fully analyzed using standard fire assay
with AA finish in a series of six, individual 50 grams aliquots. Results from
the six individual aliquots were weight averaged together to determine the final
grade for each sample.
Kinross completed several studies at the start of the 2005 exploration
program. In April 2005, an audit of the RPM mine lab was undertaken to assess
lab equipment and procedures. In May 2005, Kinross commissioned Agoratek
International (Agoratek) to review sample preparation and analysis procedures
with a specific mandate to assess the historical practice of assaying six
individual 50 grams aliquots per sample and averaging the results. Agoratek,
concluded that three 50 grams analyses would be sufficient for determining the
grade of any given sample.
Based on the lab audit and the Agoratek study, Kinross' standardized
sample preparation and analytical procedure for the remainder of the 2005
exploration program was as follows:
Samples (typically 8.0 kg) are crushed to 95% passing 2.0 mm and
homogenized at the RPM sample preparation lab. Approximately 6 kg of sample is
stored as coarse reject; the remaining 2 kg of sample is split out and
pulverized to 90% passing 150 mesh. This sample is homogenized and three 50
grams aliquots are selected for fire assaying with an AA finish. The remaining
pulverized sample is maintained as a sample pulp reject.
Sample analyses were performed at three separate analytical labs during
the exploration program.
Quality control and quality assurance programs were limited during the
earlier exploration programs at Paracatu. The dominant quality control procedure
involved the use of inter-laboratory check assays comparing results from RPM's
analytical lab to Lakefield Research in Canada. Additional check assay work was
carried out at the Anglo Gold laboratories in Brazil (Crixas and Morro Velho).
For the 2005 exploration program, three laboratories provided analytical
services: RPM's lab, Lakefield and ALS Chemex. All three laboratories have ISO
certification.
For the 2005 exploration program, all procedures have been under direct
control of RPM and Kinross staff. A quality assurance and quality control
program was implemented for the three labs used during the 2005 exploration
program. The program consists of inserted certified standards and blanks in the
sample streams. All three labs also reported using round robin checks. The labs
were visited on an infrequent and unannounced basis by RPM representatives. No
major sample preparation discrepancies were noted.
MINING AND MILLING OPERATIONS
Historically mining at Paracatu has not required blasting of the ore.
Ore was ripped using CAT D10 dozers, pushed to CAT 992 front-end loaders and
loaded to CAT 777 haul trucks for transport to the crusher. In 2004, due to
increasing ore hardness in certain areas of the mine, RPM began blasting the
harder ore in advance of ripping. Currently powder factors are very low.
Weathering has led to the development of an oxidized mantle over the sulphide
mineralization with thickness varying from 20 to 40 meters. The mine is situated
on a gently sloping hillside and historically there has been no waste stripping
requirements. Waste stripping will be required as mining advances down dip.
The mill and mine operate 24 hours per day, 7 days per week. The nominal
plant throughput is 1.5 million tonnes per month or 18 million tonnes per year,
considering the present ore hardness. An ore stockpile of approximately 10 days
production is maintained near the processing plant. Its main purpose is to
ensure uninterrupted mill feed in the rainy season when some delays may be
experienced in the pit during extreme rainfall. During the dry season the
stockpile can be used if the pit becomes too dusty. RPM is committed to
controlling dust levels on site and in the city.
99
Ore is crushed and ground prior to introduction into a flotation
circuit. The concentrate is treated by gravimetric methods first and the coarser
gold is recovered. The concentrate reject from the gravimetric plant is then
treated by a conventional cyanidation and carbon-in-leach circuit developed by
Rio Tinto. The processing plant, subjected to several upgrades over the mine
life, currently processes 18 million tonnes per year ("Mtpa").
Plant throughput has been expanded two times with expansion upgrades in
1997 and 1999. RPM recognized that further plant improvements were necessary in
order to maintain current production levels in the face of increasing ore
hardness. Exploration drilling successfully traced the Paracatu deposit to depth
but sampling indicated that ore hardness increases proportionately with
increasing depth from surface.
A study completed in 2004 considered expanding the current 18 Mtpa
process facility to 30 Mtpa with the addition of an IPCC system, 38 foot
diameter SAG mill and expansion of the existing gravity circuit.
As the study was nearing completion, Kinross and RPM staff were
reviewing conceptual models quantifying the potential resource and reserve
increase related to exploration activity west of Rico Creek. Preliminary models
suggested there was an opportunity to considerably increase the resource and
reserve base. This led to the decision to re-evaluate Expansion Project III in
light of potential reserve increase resulting from successful exploration
programs west of Rico Creek.
A plant capacity scoping study was initiated with the intent of
isolating the preferred throughput rate for Expansion Plan III. Key assumptions
from the 2004 study were maintained. The plant capacity scoping study
recommended that Expansion Project III be increased to a 50 Mtpa throughput
rate. The expansion would take place in two stages. The first stage would see
construction and commissioning of a separate mill stream anchored by the same
SAG mill considered in the 2004 study. This line would have a capacity of 32
Mtpa. Once commissioned, phase two would commence with the shut down,
refurbishment and modification of the existing 18 Mtpa plant.
The 18 Mtpa mill will be brought back on line to treat the softer B1
ore, thus a total throughput capacity of 50 Mtpa will be attained.
The additional throughput increase will require additional flotation
capacity and upgrading of the existing hydrometallurgical plant and a new
tailing pond. The phased approach to construction minimizes production
disruption, addresses concerns regarding power and water supplies and reduces
total capital costs for the project.
As at December 31, 2005, the net present value of future cash outflows
for site restoration costs for Paracatu under CICA Handbook Section 3110 was
$12.4 million.
Currently in Brazil there are no laws requiring the posting of a
reclamation bond or other financial assurance.
LIFE OF MINE, AND CAPITAL EXPENDITURES
The Paracatu mine currently has a nominal capacity of about 18 million
tonnes per year with variations depending on the hardness of the ore, as it
affects grinding throughput. In general, ore hardness is expected to increase
over the remaining mine life as the pit is deepened and hence throughput will
diminish over time.
Based on pilot plant test results and the plant capacity scoping study
RPM has recommended construction of Expansion Project III. In the fourth quarter
of 2005, basic engineering for Expansion Project III was awarded to SNC Lavalin
Engineers and Constructors Ltd. and Miner Consult Engenhania. The Expansion
Project III is currently estimated to cost between $400.0 million and $500.0
million, including expansion of plant capacity to 50 Mtpa. If the Expansion
Project III is realized, the life of mine for Paracatu will extend to the year
2034, with a life of mine annual production of 370,000 ounces of gold.
In 2005 Kinross spent approximately $21.3 million in capital
expenditures attributed predominantly to basic engineering.
100
[PICTURE]
REFUGIO MINE
The Refugio heap leach mine is owned and operated by Compania Minera
Maricunga, a Chilean company that is equally owned by Kinross, as the operator,
and Bema Gold Corporation ("Bema"). Kinross acquired its 50% interest through a
merger agreement with Amax Gold Inc. (Amax) in 1998.
Detailed financial, production and operational information for the
Refugio mine is available in the MD&A.
PROPERTY DESCRIPTION AND LOCATION
The Refugio Property is located in the Maricunga District of the III
Region of Chile. The property is located 120 km due east of the city of Copiapo
at elevations between 4,200 and 4,500 meters above mean sea level.
All surface and mineral claims, surface rights and water rights are
maintained in good standing. Mining claims total 8,380 hectares while the
exploration properties held by CMM include 5,900 hectares. Chilean attorneys
monitor claim status on behalf of CMM annually. In addition to the mineral claim
rights, CMM also holds title to surface rights at Refugio, providing the land
required for the leach pads, waste dumps, camp and other facilities. Water
extraction rights, totaling 258 liters per second have been secured by CMM.
101
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
Access to the property is via 156 km of two-lane dirt road connecting
with the paved highway C-35 approximately 10 km south of Copiapo. The first 96
km of the dirt road are an international, public highway. Approximately 60 km
from the Refugio site, the road branches to the southeast to Argentina and the
northeast to the mine site. The final 60 km is a private road. The Refugio
Project is located in steep, mountainous terrain with slopes up to 35%. The site
is largely devoid of vegetation with the exception of the spring-fed marshes
found along the valley floors. The climate is arid with an average annual
precipitation of 87 mm, most of which is realized as snowfall during the winter
months (March through August). Generally, very little precipitation occurs
during the summer months (September through February). Local wildlife is sparse.
The town of Copiapo is the primary staging and support area for the
mine. Chile features a strong mining culture with well established support
centers in both Santiago and Antafagasto. Both centers are within reasonable
distance of the project. Most of the major equipment supply and support
originates from these two major centers. Manpower is attracted from throughout
Chile with the majority of the employees residing in Copiapo or La Serena.
Most of the existing infrastructure required little to no modifications
or improvements other than general clean up and repair. The leaching and ADR
facilities are in good repair as are the power generation, maintenance shops,
office facilities and camp. Significant upgrades designed to increase production
throughput were planned for the in-pit crushing and conveying and
secondary/tertiary crushing and screening infrastructure in order to meet
planned production throughput.
HISTORY
David Thomson and Mario Hernandez discovered gold mineralization at
Refugio in 1984. Hernandez, Thomson, and three other partners acquired the
existing claims at Refugio for Compania Minera Refugio (CMR). CMR completed
geologic mapping and geochemical sampling, identifying anomalous gold values in
three areas: 1) Cerro Verde, 2) Cerro Pancho, and 3) Guanaco. In 1985, Anglo
American Chile Limitada (Anglo) optioned the property from CMR. Anglo explored
the property for three years, returning the claims to CMR in 1988.
In 1989, CMR signed a letter of intent to explore the Refugio property
with Bema Gold Corporation (Bema). Bema commenced exploration fieldwork in
October 1989 and, from 1989 to 1991, completed 51,765 meters of drilling at
Verde with an additional 5,088 meters at Pancho. Bema also commissioned Mineral
Resources Development Inc (MRDI) to complete a feasibility study on the project,
which indicated positive project economics. In January 1993, Bema exercised its
option rights, obtaining a 50% interest in the Refugio properties. At the same
time, CMR sold its remaining 50% interest to Amax Gold Inc. (Amax). Amax
(operator) and Bema formed Compania Minera Maricunga (CMM), a 50/50 joint
venture to develop and operate the Refugio project. From 1993 through 1997, CMM
continued developing the project, beginning commercial production in 1996. In
1998, Kinross acquired Amax's 50% interest through a merger agreement.
The mine operated from 1996 to 2001, producing more than 920,000 ounces
of gold from 46.0 million tonnes of ore. The mine was placed on care and
maintenance in 2001, a result of a downturn in gold prices. In September 2002,
in response to rising gold prices, CMM approved an exploration program designed
to increase the reserve base of the Refugio Project to a level sufficient to
support resumption of active mining. An exploration program was developed to
evaluate the reserve potential at depth at the Verde deposits and the inferred
resource at the nearby Pancho deposit, located approximately 2.0 km northwest of
the Verde pit. The exploration program ran from September 2002 to June 2003.
During this period, a total of 262 drill holes (51,478 meters) of drilling were
completed. The drilling focused on increasing the confidence level of the known
mineralization below the current Verde pits as well as increasing the confidence
level in the mineralization at the nearby Pancho deposit.
The reserves resulting from the exploration program are based on a
detailed engineering study examining the economics of the project. The reserves
were used to complete a life-of-mine production schedule that in turn served as
the basis for a financial analysis which indicated project economics at gold
prices in excess of $325 per ounce. A decision was then made to reopen the mine.
102
GEOLOGY AND MINERALIZATION
The Verde and Pancho gold deposits at Refugio occur in the Maricunga
Gold Belt of the high Andes in northern Chile. Since 1980, a total of 40 million
ounces of gold have been defined in the belt.
Gold mineralization at Refugio is hosted in the Refugio
volcanic-intrusive complex of Early Miocene age. These rocks are largely of
intermediate composition. The Refugio volcanic-intrusive complex is exposed over
an area of 12 square kilometers and consists of andesitic to dacitic domes,
flows, and breccias that are intruded by subvolcanic porphyries and breccias.
Most of the structural trends affecting the Verde and Pancho deposits
are related to fracture systems rather than fault zones. One of the main
structural features influencing the Pancho deposit is Falla Guatita fault zone.
Field mapping suggests that there may be significant vertical displacement on
this structure. Another major fault affecting the Pancho deposit is the Falla
Moreno. This structure trends roughly east west and forms an approximate
northern boundary for the mineralization at Pancho.
Gold mineralization at Refugio has been interpreted to be porphyry style
gold systems. The porphyries occur within a sequence of intermediate tuffs,
porphyries and breccias that are the host rocks to the gold mineralization. The
most favorable ore hosts at Verde are the Verde breccia and dacite porphyry
units. Mineralization at Pancho is concentrated within a sub-horizontal volcanic
breccia unit. Underlying the volcanic breccia is a large, laterally extensive,
diorite porphyry, which outcrops half way down the Pancho west slope. This
porphyry underlies the entire Pancho area.
Gold mineralization at Verde is interpreted to be the result of the
fracturing and concentration of fluids in the carapace of an intrusive plug or
stock. Gold is closely associated with quartz, magnetite, calcite, and garnet
stockworks. Gold mineralization at Pancho is characterized as porphyry hosted
stockwork and sheeted veins. The veins are subvertical and have a strong,
preferred north-westerly strike. The northwest structural control is evident not
only at outcrop scale but is also reflected in the northwest alignment of
intrusives and the three centers of mineralization in the district, Verde,
Pancho and Guanaco.
EXPLORATION
Exploration of the Verde and Pancho deposits has been ongoing since
1984. A total of 667 holes (103,392 meters) of diamond and RC drilling has been
completed on the Verde deposit with an additional 147 holes (30,240 meters)
completed at Pancho. The drilling has resulted in a drill spacing of
approximately 50 x 50 meters at Verde and 75 x 75 meters at Pancho. Much of the
2002 - 2003 drilling was diamond drill core, allowing geologists an opportunity
to clearly delineate geological and alteration features affecting gold
mineralization and recovery.
In 2004, CMM drilled 8 condemnation holes around the property. Results
outlined one area of mineralisation with potentially economic grades.
DRILLING, SAMPLE PREPARATION AND ANALYSIS
Historically, most of the drilling at Refugio consisted of RC drilling.
The destructive nature of this drill method made identification of lithology,
structure and alteration difficult. The 2002 - 2003 drilling consisted primarily
of diamond drill core, providing site geologists with an opportunity to refine
the geology model of the deposit.
The mine survey crews established the collar location and marked it in
the field. The survey crew later verified alignment and inclination when the
drill hole was in progress. Downhole inclinometry was completed at the end of
each hole. Gyroscopic azimuth and inclination readings were taken every 10
meters down the hole to within ten meters of hole bottom and every 50 meters
back up the hole as a double check. All field surveys were tied into the
established mine grid. Guillermo Contreras and Sons Limitada (Santiago),
licensed Chilean surveyors completed
103
a survey audit that verified an approximate 10% of the drill collars using a
differential GPS survey system. No significant errors were noted.
CMM provided all of the technical support for the sampling, geologic
logging, and drill supervision. Rig geologists and samplers were responsible for
the quality/accuracy of each sample. Geologists and samplers typically had up to
15 years experience sampling. All logging utilized standardized logging forms
and a geological legend developed for the Verde and Pancho deposits. The legend
has evolved from historic observation and is consistent with both the regional
and local geology.
The 2003 drill program adopted a 2.0 meter standard sample length for
all samples. All sample preparation, including core splitting (sawing) was
performed and supervised by ALS Chemex personnel. ALS Chemex established,
equipped and staffed a portable sample preparation facility at the Refugio mine
for the duration of the program. After splitting, one half of the core was
placed in sample trays along with the sample tag. The other half of the core was
fitted back into the core box and returned to CMM for placement in permanent
storage. The prepared samples were received at the ALS Chemex's facility in La
Serena (the primary analytical lab for the duration of the program) where
analyses for gold, silver and copper and cyanide soluble gold and copper
analyses were performed.
An independent engineer completed operational audits of the La Serena
lab for the 2002-2003 program. The operational audits were performed measuring
compliance with analytical best practices as well as to NI 43-101 requirements
with respect to quality control and quality assurance. The independent engineer
did not note any significant problems with this facility, concluding that ALS
Chemex's lab and procedures met the highest industry standards. ALS Chemex also
inserted their own blanks, standards and duplicate samples for each sample batch
as part of the labs own internal quality management program.
MINING AND PROCESSING
A production rate of 14 million tonnes per year (40,000 tonnes per day)
in the Verde pits and 10.5 million tonnes per year (30,000 tonnes per day) in
the Pancho pit is planned. The mine is scheduled to operate two 12-hour shifts
per day for 355 days annually allowing for inclement weather interruptions. The
capital investment includes the purchase of a new mining fleet including front
end loaders, haul trucks, bulldozers, rotary drills and support equipment. Final
pit design for Verde and Pancho assumed 10 meter bench heights, bench face
angles of 65(Degree) to 70(Degree), berm widths of 8 to 11 meters, berm interval
of 20 meters, inter-ramp angles of 38(Degree) to 52.5(Degree) and haul road
gradient at 10% with a 25 meter road width.
The Refugio Project gold recovery process consists of a single line
primary crushing, fines crushing (secondary and tertiary), heap leach and
adsorption, desorption and regeneration ("ADR") plant operation. The process is
designed to treat 40,000 tonnes per day of dry Refugio ore using primary
crushing followed by a secondary and tertiary crushing plant. The planned
crushing plant product is approximately 80% passing 8 mm -10 mm. A pad type heap
leach and an ADR plant will be used for gold recovery.
A comprehensive program of metallurgical testing incorporating bottle
roll tests and column leach tests of samples obtained from drilling was
established to determine gold recovery and reagent consumption data for the
remaining Verde resources and the Pancho resource. Based on the recovery
estimates by ore type, process recovery over the mine life averaged 67.7% of
contained gold in the plant feed. Life of mine annual gold production is
expected to range from 220,000 to 230,000 ounces on a 100% basis.
No significant environmental permitting issues have been identified.
Most of the proposed plant improvements represent little to no change to the
existing footprint. The increased reserves will result in the need to permit
additional leach pad capacity but this is not considered to be a risk, as the
existing permitted space is sufficient for the majority of the remaining
reserves.
A reclamation plan for the current mine disturbance was approved in
2002, based on the commitments made in the original environmental impact
assessment for the site (1994). The plan addressed physical activities, such as
earthworks, but did not address chemical closure of the heap. A closure plan for
chemical stabilization of the heap
104
has been prepared and will be submitted to the regulatory authorities in the
form of a declaration of environmental impact, following submittal of the
declaration of environmental impact for site operational modifications.
Kinross' share of the net present value of future cash outflows for site
restoration costs at Refugio under CICA Handbook Section 3110, as at December
31, 2005, are estimated at $3.2 million. There is no requirement to post
financial assurance to secure site restoration costs in Chile at present.
LIFE OF MINE, AND CAPITAL EXPENDITURES
It is proposed to mine the Verde deposit first at an ore processing rate
of 14 million tonnes annually ("Mt/a") (40,000 tonnes per day), followed by the
Pancho deposit at 10.5 Mt/a (30,000 tonnes per day). Some concurrent mining is
anticipated during the transition period between the two deposits. Based on
these processing rates and the reserves presented above, the mine life is
estimated to be up to 2028.
Kinross spent approximately $26.2 million for its share of capital
expenditures in 2005.
105
[PICTURE]
ROUND MOUNTAIN
Kinross owns an undivided 50% interest in and operates the Round
Mountain gold mine. An affiliate of Barrick Gold Corporation owns the remaining
undivided 50% interest in the joint venture common operation known as the Smoky
Valley Common Operation. Kinross acquired its interest in the Round Mountain in
its combination with Echo Bay in January 2003. Kinross and Barrick have first
refusal rights over each other's interest in the property.
106
Detailed financial, production and operational information for the Round
Mountain mine is available in the MD&A.
PROPERTY DESCRIPTION AND LOCATION
The Round Mountain gold mine is an open-pit mining operation located 96
kilometers (60 miles) north of Tonopah in Nye County, Nevada, U.S.A. The
property position consists of patented and unpatented mining claims covering
approximately 21,199 hectares (52,384 acres). Kinross has received patents to
convert mineable land to patented status. Patented claims cover all of the
current reserves at the Round Mountain mine.
The Smoky Valley Common Operation controls the mineral and surface
rights of the mine through the ownership of 109 patented lode claims, 2689
unpatented lode claims, and 358 unpatented placer claims in a series of claim
blocks located between Gold Hill, Round Mountain, and Manhattan. The total area
of mineral rights controlled by these claims is 52,384 acres. The patented
claims are held as private property (fee simple) and are legally surveyed. Most
of the reserves are located on patented claims. The unpatented claims are held
under the 1872 Mining Law (as amended) and are subject to annual filing
requirements and claim maintenance fees. The majority of the unpatented claims
are located on land administered by the Bureau of Land Management; the remainder
is located on land administered by the U. S. Forest Service. The unpatented
claims are accurately located but not legally surveyed.
Mine production is subject to a net smelter return royalty ranging from
3.53% at gold prices of $320 per ounce or less to 6.35% at gold prices of $440
per ounce or more. During 2005 this royalty averaged 6.35%. Its production is
also subject to a gross revenue royalty of 3.0%, reduced to 1.5% after $75.0
million has been paid. For the year 2005, $14.9 million in royalties has been
paid.
The property is subject to no known environmental liabilities or
mitigative measures. All environmental permitting is up to date and in order.
The Round Mountain gold mine is subject to the Nevada State and United
States federal employment taxes, business license tax, net proceeds of minerals
tax and properties sales and use tax.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
The mine site is accessed by State Highway 376, a paved two-lane paved
highway that connects U.S. Highway 6 in Tonopah to the south and U.S. Highway 50
to the north. The mine is located approximately 400 kilometers (250 miles) from
the major metropolitan areas of Las Vegas and Reno, Nevada. The mine is
supported by the local communities of Hadley and Carvers, which provide most of
the housing for mine personnel. Sierra Pacific Power Co. provides electrical
power to the mine. There are sufficient surface and water rights to support all
current and forecasted mining at the site.
The mine area straddles the transition between the floor of the Big
Smoky Valley and the adjacent Toquima Range. Mine site elevations vary between
1,800 to 2,100 meters (5,800 to 6,800 feet) above sea level. Elevations in the
Big Smoky Valley and Toquima Range vary from 1,800 meters (5,800 feet) in the
valley floor to 3,640 meters (11,941 feet) at the summit of Mount Jefferson.
The oblong open-pit mine is over 1.6 kilometers (one mile) in length at
its longest dimension and currently more than 420 meters (1,380 feet) from the
highest working level to the bottom of the pit.
The Round Mountain mine lies within an arid, high desert setting.
Average annual precipitation in the Big Smoky Valley is approximately 127 to 178
millimeters (5-7 inches) with most of that total falling during the winter
months. Snow is common at the valley floor, but rarely remains on the ground for
more than a few days. Local rainfall can be extreme and flash flood events are
not uncommon in the region. Temperature range can be extreme, with average daily
fluctuations exceeding 22 degrees Celsius (40 degrees Fahrenheit). Winter
temperatures are typically -12 to -7 degrees Celsius (10 to 20 degrees
Fahrenheit) at night and 0 to 10 degrees Celsius (30 to 50 degrees Fahrenheit)
during the day. Rarely (typically less than 10 days per year), winter low
temperatures can fall
107
below -18 degrees Celsius (0 degrees Fahrenheit). Summer temperatures vary from
4 to 12 degrees Celsius (40 to 55 degrees Fahrenheit) at night to 32 to 40
degrees Celsius (90 to 105 degrees Fahrenheit) during the day.
HISTORY
The first gold production from the Round Mountain District occurred in
1906. Historic production from 1906 through 1969 based on United States Bureau
of Mines records was 346,376 ounces of gold and 362,355 ounces of silver. Actual
unreported production was probably significantly higher. Early important
companies actively mining in the district were the Round Mountain Mining Co.,
the Fairview Round Mountain Mining Co., the Round Mountain Daisy Mining Co., the
Round Mountain Sphinx Co., the Round Mountain Red Top Co., and the Round
Mountain Red Antelope Mining Co. At some point prior to 1929, Nevada Porphyry
Mines, Inc. consolidated many of the claims and controlled most of the district.
Nevada Porphyry Mines and the A. O. Smith Corp. investigated the bulk tonnage
potential of the property in 1929 and 1936 to 1937, respectively. In 1946
through 1962, the Yuba Consolidated, Fresnillo, and Consolidated Goldfields
developed and mined the placer deposits flanking Round Mountain and Stebbins
Hill.
At some time between 1962 and 1969, the Ordrich Gold Resources Inc.
acquired control of the property from Nevada Porphyry Gold Mines. In 1969,
Copper Range Co. leased the property and developed a small reserve of 12 million
tons at a grade of 0.062 oz of gold per ton. The Smoky Valley Common Operation
was formed in 1975 to operate the mine. This was initially a joint venture in
which Copper Range held a 50% interest and Felmont Oil Co. and Case Pomeroy Co.
each held a 25% interest.
Commercial production commenced in 1977. In 1984, Homestake Mining
Company acquired the Felmont Oil interest in the operation and, in 1985, Echo
Bay acquired the Copper Range interest. Effective July 1, 2000, Homestake
increased its interest in the Round Mountain mine from 25% to 50% when it
acquired the Case Pomeroy interest. Effective December 14, 2001, Barrick Gold
Corporation completed a merger with Homestake Mining Company thereby acquiring
the Homestake interest in the mine. In January 2003, Kinross acquired its 50%
interest in the mine and became the operator for the Smokey Valley Common
Operation.
GEOLOGY AND MINERALIZATION
The Round Mountain mine is located along the western flank of the
southern Toquima Range within the Great Basin sub-province of the Basin and
Range province of western North America. The Basin and Range physiographic
province is characterized by generally north-south trending block faulted
mountain ranges, separated by alluvium-filled valleys.
The geology of the Round Mountain mine consists of a thick sequence of
intracaldera Oligocene ash-flow tuffs and volcaniclastic rocks resting upon
pre-Tertiary basement rocks. The caldera margin is mostly buried but in the pit
area is well defined by a progressively steeper dipping arcuate contact between
the volcanic rocks and older basement rocks. The caldera margin and caldera
related structures provided the structural ground preparation for the
hydrothermal system. The primary host rocks for gold mineralization are the
volcanic rocks. A minor amount of ore occurs in the Paleozoic rocks along the
caldera margin.
The Round Mountain Gold deposit is a large, epithermal, low-sulfidation,
volcanic-hosted, hot-springs type, precious metal deposit, located along the
margin of a buried volcanic caldera. The deposit genesis is intimately
associated with the Tertiary volcanism and caldera formation. Intra-caldera
collapse features and sympathetic faulting in the metasedimentary rocks provided
the major structural conduits for gold-bearing hydrothermal fluids. In the
volcanic units, these ascending fluids deposited gold along a broad
west-northwest trend.
Gold mineralization at Round Mountain occurs as electrum in association
with quartz, adularia, pyrite and iron oxides. Shear zone fractures, veins and
disseminations within the more permeable units host the mineralization. Primary
sulfide mineralization consists of electrum associated with or internal to
pyrite grains. In oxidized zones, gold occurs as electrum associated with iron
oxides, or as disseminations along fractures.
108
Alteration of the volcanic units at Round Mountain can be characterized
as a continuum from fresh rock progressing through highly altered alteration
assemblages. There is a reasonable correlation between increasing gold grades
and increasing degrees of alteration.
Ore zones within the metasediments are more subtle, largely defined by
secondary quartz overgrowths, pyrite, and adularia associated with narrow
northwest trending structures.
EXPLORATION
Kinross' share of exploration for 2005 was approximately $3.96 million.
The three components of the exploration were pit expansion drilling,
commencement of the underground decline and exploration within the AMI (Area
Mutual of Interest). The AMI is a large area which includes the Round Mountain
mine, where the exploration is conducted mutually by Kinross and Barrick.
The Round Mountain pit expansion drilling program was started in 2004
and was completed in 2005. This exploration successfully delineated sufficient
mineralization to justify the pit expansion which began in November 2005.
In July 2005, an underground exploration decline was collared in the
bottom of the Round Mountain pit. The target of the decline is a zone of
high-grade gold mineralization discovered by wide spaced surface reverse
circulation and core holes. The planned length of the decline is approximately
1,676 meters (5,500 feet) at a grade of minus 15%. The decline will provide a
platform for underground drilling of the mineralized zone. At the end of 2005,
the decline had been driven approximately 457 meters (1,500 feet).
Exploration within the AMI during 2005 included exploration drilling,
generative work, geologic mapping, geochemical sampling and geophysical surveys.
DRILLING, SAMPLE PREPARATION AND ANALYSIS
The current drill database for the open pit reserve contains a total of
5,017 drill holes, of which 4,710 are RC drill holes and 307 were drilled using
diamond core methods. A separate database is maintained for dump drilling which
contains an additional 1,512 drill hole records.
The majority of the drilling is vertical with angle holes used where
vertical structures are anticipated. All dump holes are drilled vertical.
All holes are sampled on 1.5 meter (5 foot) intervals and a "chipboard"
constructed for each drill hole with sample from each interval glued to a board
representing the complete hole.
Sample data for the reserve model is derived primarily from
conventional, RC rotary and HQ size core drilling. Holes are initially drilled
on 61 meter (200 foot) centers defining deposit limits. In-fill drilling is
completed on centers of 42.6 meters (140 foot) or less to develop reportable
reserves used in mine planning.
RC drill cuttings are passed through a wet rotary splitter to collect a
4.5 to 6.8 kilogram (10 to 15 pound) sample for each 1.5 meter (5 foot)
interval. A sampling technique which uses flocculent to settle drill cuttings
has been employed to capture very fine-grained material and assure sample
integrity. This technique captures nearly 100% of the rock material generated
during the drilling process. Core samples are split with a rock saw in five-foot
intervals, with half the sample assayed, and the other half stored for
reference.
The samples collected from drill holes are prepared and assayed by the
Round Mountain mine assay laboratory or commercial laboratories. All assay
laboratory chemists and technicians at the Round Mountain mine lab are employees
of Round Mountain Gold Corporation. The Round Mountain laboratory is not
certified by any standards association. The commercial laboratories are ISO-9002
certified. A mine geologist or mine geologic technician delivers the drill
samples to the assay laboratory. Samples assayed by the commercial laboratories
109
are picked up at the mine by the commercial lab service providers and carried by
truck to their sample preparation facilities and/or laboratories.
The Round Mountain Deposit is noted for its coarse gold occurrences and
high nugget effect in assaying. In order to minimize the sampling variation, a
five-assay ton or 145.8 gram sample is used in the fire assay. To minimize
potential lead exposure of the laboratory staff, bismuth is used as the
collector of the gold and silver. After a 2-hour fusion, the samples are poured
into molds. The samples are slagged and are cupelled in the cupel room.
Following cupellation, the bead is smashed and parted with nitric acid, rinsed,
dried, and annealed. The fire assay is completed with a gravitimetric finish.
The assay laboratory maintains an internal assay quality control
program. Laboratory supervisors routinely conduct quality inspections of sample
preparation, equipment calibration, and assaying procedures. The lab regularly
participates in round robin assays with other mine labs to check internal
procedures. Five percent of all pulps are screened to verify that the pulps meet
specification. Because of the large crucibles used in the five assay-ton fire
assay, only 11 samples are fired per oven. Of these, one of the samples is
either a blank (barren silica sand) or a certified standard that is inserted
randomly by the lab computer system. The blank is inserted prior to the
preparation stage. The standard is inserted following sample preparation. If the
assay results exceed limits for either the blank or the standard, the entire
batch is re-assayed.
Assay results from blanks and standards are plotted and graphed daily.
These graphs are an integral tool used by the assayers and supervisors to
continuously monitor and improve lab procedures.
MINING AND MILLING OPERATIONS
The Round Mountain mine currently operates a conventional open pit that
is approximately 2,500 meters (8,200 feet) long in the north-west, south-east
direction and 1,500 meters (5,000 feet) wide (north-east to south-west). The
mining is conducted on 10.7 meter (35 foot) benches by electric shovels and
front end loaders paired with 136, 172 and 218 tonne (150, 190 and 240 ton) haul
trucks.
Blasthole patterns are drilled on centers that range from 4.8 to 9.1
meters (16 to 30 feet). Blasthole samples are collected and assayed and provide
the control for ore segregation. Based upon these assays, blasted pit ore is
determined to be run-of-mine dedicated pad ore, crushed reusable pad ore, or
waste. Sulfide material greater than or equal to 0.620 grams per tonne (0.018
ounces per ton) of gold is shipped directly to the mill or mill stockpile.
Run-of-mine ore is delivered the dedicated pad. Re-usuable pad ore is crushed
and placed on reusable leach pads and waste is delivered directly to the waste
dumps. Placer material encountered during normal stripping operations is sent to
the dedicated pad. High grade coarse gold bearing ore is handled in one of three
ways: 1) leached on the re-useable pad and offloaded to the mill; 2) sent
directly to the gravity plant with tails reporting to the mill; or 3) sent
directly to the mill or mill stockpile. Gold particle size and distribution of
high-grade ore determines the processing method.
The Round Mountain operation uses conventional open-pit mining methods
and recovers gold using four independent processing operations. These include
crushed ore leaching (reusable pad), run-of-mine ore leaching (dedicated pad),
milling and the gravity concentration circuit. Most of the ore is heap leached,
with higher grade oxidized ores crushed and placed on the reusable pad. Lower
grade ore, ore removed from the reusable leach pad and stockpiled ore that was
previously leached are placed on the dedicated pad.
The finished dore bullion is shipped to refineries in North America for
further processing as per the agreements of established contracts of the
participants of the Smoky Valley Common Operation. Once the dore bullion leaves
the mine site, marketing and sales are the responsibility and at the discretion
of the Joint Venture partners.
The site Plan of Operations and Comprehensive Reclamation Plans filed
with the United States Department of the Interior, BLM and Nevada Division of
Environmental Protection (NDEP) have been approved for all current operational
facilities. Annual updates of the Reclamation Plan are prepared to adjust for
cost inflation and to take credit for concurrent reclamation activities and
submitted to the above listed agencies. The current reclamation cost
110
estimate, approved by the BLM, USFS and NDEP totals $40.6 million. The net
present value of the future cash outflows computed in accordance with CICA
Handbook Section 3110, was $25.9 million at December 31, 2005. Tentative plans
for permanent closure activities have been approved by the NDEP and BLM. Each
participant in the Common Operation is responsible for its own estimate of
reclamation costs in its own accounts. Kinross has posted letters of credit
totaling $20.3 million in support of its share of site restoration costs as of
December 31, 2005.
LIFE OF MINE, AND CAPITAL EXPENDITURES
Round Mountain is currently in the process of permitting the Gold Hill
pit which is approximately 8.05 kilometers North of the existing operation. The
joint venture partners approved an expansion to the Round Mountain pit in late
2005 and mining activities were initiated in November 2005. The expanded
operations at Round Mountain have extended the mine's life through the year
2014.
Kinross' share of capital expenditures for 2005 was approximately $5.9
million.
111
[PICTURE]
112
--------------------------------------------------------------------------------
DIVIDEND POLICY
--------------------------------------------------------------------------------
No dividends on the Kinross common shares have been paid by Kinross to
date. For the foreseeable future, it is anticipated that Kinross will use
earnings, if any, to finance its growth and that dividends will not be paid to
shareholders, other than dividends payable to the holder of the Kinross
preferred shares in accordance with their terms. Pursuant to Kinross' syndicated
credit facility, Kinross is required to obtain consent from the lenders prior to
declaring any common share dividend. Under the terms of its outstanding
preferred shares, the payment of common share dividend would require the
approval of the holders of the preferred shares under certain circumstances (see
"Description of Capital Structure").
--------------------------------------------------------------------------------
LEGAL PROCEEDINGS
--------------------------------------------------------------------------------
CLASS ACTION
Kinross was named as a defendant in a Class Action Complaint filed on or
about April 26, 2002 (the "Complaint"), entitled ROBERT A. BROWN, ET AL. V.
KINROSS GOLD U.S.A., INC., ET AL., Case No. CV-S-02-0605-PMP-RJJ, in the United
States District Court for the District of Nevada. The Complaint named as
defendants Kinross, its subsidiaries, Kinross Gold U.S.A., Inc. and Kinam Gold,
Inc. ("Kinam"), and Robert M. Buchan, former President and C.E.O. of Kinross.
The Complaint was filed on behalf of one potential class and three subclasses,
I.E., those who tendered their Kinam $3.75 Series B Preferred Stock (the "Kinam
Preferred") into the tender offer for the Kinam Preferred made by the Kinross
Gold U.S.A., those who did not tender their Kinam Preferred but later sold it
directly to Kinross or any of its controlled entities after closure of the
tender offer and delisting of the Kinam Preferred, and those who continue to
hold Kinam Preferred. The Complaint alleged, among other things, that amounts
historically advanced to Kinam should be treated as capital contributions rather
than loans, that the purchase of Kinam Preferred from certain institutional
investors in July 2001 constituted a constructive redemption of the Kinam
Preferred, an impermissible amendment to the conversion rights of the Kinam
Preferred, or the commencement of a tender offer, that Kinross and its
subsidiaries have intentionally taken actions for the purpose of minimizing the
value of the Kinam Preferred, and that the amount offered in the tender offer of
$16.00 per share was not a fair valuation of the Kinam Preferred. The Complaint
alleged breach of contract based on the governing provisions of the Kinam
Preferred; breach of fiduciary duties; violations of the "best price" rule under
Section 13(e) of the Securities Exchange Act of 1934, as amended, and the New
York Stock Exchange rules; federal securities fraud in violation of Section
10(b) and 14(c) of the Securities Exchange Act of 1934, as amended, and Rules
10b-5 and 14c-6(a) thereunder; violation of Nevada's anti-racketeering law; and
control person liability under Section 20A of the Securities Exchange Act of
1934, as amended. A second action seeking certification as a class action and
based on the same allegations was also filed in the United States District Court
for the District of Nevada on or about May 22, 2002. It named the same parties
as defendants. This action has been consolidated into the Brown case, and the
Brown plaintiffs have been designated as lead plaintiffs. Among other remedies,
the plaintiffs seek damages ranging from $9.80 per share, plus accrued
dividends, to $39.25 per share of Kinam Preferred or, in the alternative, the
issuance of 26.875 to 80.625 shares of Kinross for each Kinam Preferred. Kinross
brought a motion for judgment on the pleadings with respect to the federal
securities fraud claims. On September 29, 2003, the Court ruled that plaintiffs
had failed to adequately state any federal securities fraud claim, but allowed
the Plaintiffs an opportunity to file an amended complaint. In response, the
plaintiffs filed an Amended Class Action Complaint (the "Amended Complaint"),
and Kinross again moved for judgment on the pleadings on the federal securities
fraud claims. On November 2, 2004, the Court granted the second motion,
dismissing with prejudice Counts V, VI and VII of the Amended Complaint.
Subsequently, Kinross moved for judgment on the pleadings on Count III (the Best
Price Rule) and Count IV (the Nevada RICO Claims) of the Amended Complaint. The
Plaintiffs opposed the motion and filed a cross motion for summary judgment on
Count III (the Best Price Rule). On May 27, 2005, the Court denied Plaintiff's
motion for summary judgment and granted Kinross' motion and dismissed Counts III
and IV of the
113
Amended Complaint. On June 14, 2005, the Court granted plaintiffs' unopposed
motion for certification of the class and three subclasses. Kinross anticipates
continuing to vigorously defend this litigation. Kinross cannot reasonably
predict the outcome of this action, and the amount of loss cannot be reasonably
estimated, therefore no loss contingency has been recorded in the financial
statements.
THE HELLENIC GOLD PROPERTIES LITIGATION
Pursuant to an October 14, 1998 judgment of the Ontario Court (General
Division), Kinross had been holding a 12% carried interest in the Hellenic Gold
Properties as constructive trustee for the Alpha Group. The Alpha Group
commenced an action for damages against TVX and Kinross alleging among other
things, a breach of trust arising from Kinross' decision to return the Hellenic
Gold Properties to the Greek Government and place TVX Hellas into bankruptcy. In
November 2005, Kinross entered into a settlement agreement with the Alpha Group
pursuant to which Kinross paid the Alpha Group $8.0 million inclusive of legal
costs and the parties exchanged mutual releases which brings all litigation
between Kinross and the Alpha Group to an end.
1235866 Ontario Inc. ("1235866"), the successor to Curragh Resources
Inc. commenced an action against the Alpha Group and TVX in 1998 relating to the
Hellenic Gold Properties. The action alleged that members of Alpha Group had
used confidential Curragh information in their pursuit of the Hellenic Gold
Properties and that Alpha and TVX held their respective interest in these
properties in trust for 1235866.
On July 28, 1999, TVX entered into an agreement with 1235866 whereby
1235866 agreed to limit any claim against TVX and diligently pursue its claim
against the Alpha Group. In the event that 1235866 was successful in its actions
against the Alpha Group, it would become entitled to a 12% carried interest as
defined in the agreement and the right to acquire a 12% participating interest
upon payment of 12% of the aggregate amounts expended by TVX and its
subsidiaries in connection with the acquisition, exploration, development and
operation of the Hellenic mines to the date of the exercise of the right to
acquire the participating interest.
As a result of Kinross' decision to return the Hellenic Mining
Properties to the Greek Government, place TVX Hellas into bankruptcy and settle
with the Alpha Group; 1235866 has threatened an action against Kinross for
breach of trust and breach of the agreement. To date no pleadings have been
exchanged with respect to the threatened action. Kinross believes that it has a
good defense to this threatened action.
On November 4, 2005, Kinross settled the litigation associated with the
Alpha group regarding the Hellenic mines for $8.0 million. The cost of this
settlement was included in the accrual for litigation in 2004 in Kinross'
financial statements.
SUMMA
In September 1992, Summa Corporation ("Summa") commenced a lawsuit
against Echo Bay Exploration Inc. and Echo Bay Management Corporation (together,
the "Subsidiaries"), 100% owned subsidiaries of Echo Bay, alleging improper
deductions in the calculation of royalties payable over several years of
production at McCoy/Cove and Manhattan mines ("Royalty Lawsuit.") The Manhattan
mine is no longer in production and the McCoy/Cove mine was sold in January
2003. The assets and liabilities of the Subsidiaries are included under the
heading Corporate and other in the segmented information (see Note 18). The
first trial was conducted in the Eighth Judicial District Court ("District
Court") of Nevada April 1997, with Summa claiming more than $13.0 million in
unpaid royalties and accrued interest. In September 1997, judgment was entered
on behalf of the Subsidiaries and the Subsidiaries were awarded approximately
$300,000 in attorneys' fees and litigation costs. Summa appealed this judgment
to the Nevada Supreme Court and in April 2002, the Supreme Court, sitting en
banc, reversed the Judgment of the trial court and returned the action to the
District Court for further proceedings consistent with its appellate opinion.
In September 2004, the District Court ordered that a new trial be
conducted in February 2005. In the new trial, Summa updated its claim for unpaid
royalties and accrued interest to the approximate amount of $25.0 million. In
May 2005, judgment was again entered in favor of the Subsidiaries, with Summa
receiving nothing by way of its complaint. The Subsidiaries' Motions for
Litigation Costs and Attorneys' Fees for both trial proceedings were
114
granted, resulting in a judgment against Summa in the approximate amount of
$700,000. Summa has filed its notice of appeal in July 2005 and its brief of
appellant in the Nevada Supreme Court in January 2006. The Subsidiaries'
responsive brief was filed on March 30, 2006. No hearing date has been set for
this appeal.
In March, 2004, Summa's successor in interest, Howard Hughes Properties
("Hughes"), filed an action in District Court against Echo Bay and its
Subsidiaries (collectively, ("Echo Bay Entities"), as well as Newmont Mining
Corporation ("Newmont") more than thirty current and former directors of the
Echo Bay Entities, Kinross and Newmont ("Director and Officer Defendants") and
fifty Doe defendants (collectively, "Defendants"). The lawsuit alleges claims
based upon a general allegation of a scheme or artifice to defraud, in which
Defendants, at various indeterminate times and places, diverted and distributed
the assets of Echo Bay Entities (to render the Echo Bay Entities insolvent) to
each other, so Hughes would be unable to collect any judgment it might obtain
against the Echo Bay Defendants (Echo Bay Management and Echo Bay Exploration)
in the Royalty Lawsuit. Immediately after being served, the Echo Bay Entities
filed a Demand for Change of Venue as of Right and simultaneously moved for a
Change of Venue. In May 2004, the District Court denied the motion without
explanation, although, as of that date, none of the defendants that had appeared
resided in Clark County. The Echo Bay Entities immediately filed their Notice of
Appeal from this venue ruling. The Echo Bay Entities also filed a Demand for
Stay of the District Court proceedings pending resolution of that appeal. The
District Court granted that motion in part and denied it in part, staying all
claims in Hughes' Complaint except for the claim asserting violation of the
Nevada Uniform Fraudulent Transfers Act ("NUFTA").
In September 2004, Hughes filed a First Amended Complaint. All
Defendants filed a series of motions pursuant to Nevada Rule of Civil Procedure
12 to the remaining NUFTA claim, including a Motion to Dismiss for Lack of
Personal Jurisdiction, a Motion for Judgment on the Pleadings and a Motion to
Dismiss as a sanction for failure to comply with the District Court's Order to
Amend. In January 2005, the District Court entered an Order granting all motions
except for the Motion of Judgment on the Pleadings.
On June 10, 2005, the Echo Bay Entities and Kinross filed a Motion for
Judgment on the Pleadings and to Dismiss, based on res judicata, as a final
judgment was entered against Summa in the Royalty Lawsuit. In response, Hughes
filed a Motion to Stay All Proceedings and later filed an Opposition, arguing
that the judgment entered in the Royalty Lawsuit is not a final judgment, and
that until the judgment becomes final (by affirmation from the Nevada Supreme
Court or otherwise), the NUFTA lawsuit should be stayed. The Echo Bay Entities
and Kinross opposed the motion to stay.
All of the pending motions were heard on July 5, 2005 by the District
Court. The District Court denied the Echo Bay Entities' and Kinross' Motion for
Judgment on the Pleadings and to Dismiss. However, the District Court did agree
with the Echo Bay Entities that all of Hughes' common law claims were not ripe
for adjudication and dismissed those claims. The District Court declined to
dismiss the NUFTA claim and instead entered an Order staying that the claim
pending the outcome of the Royalty Lawsuit appeal.
After this extensive motion practice, all claims from Hughes' Complaint
have been dismissed, except for the NUFTA claim, which is stayed pending the
outcome of the appeal on the Royalty Lawsuit. The only defendants remaining are
the Echo Bay Entities, Kinross, Newmont and five of the individual defendants
(who did not join in the motion to dismiss for lack of personal jurisdiction).
Hughes' motion to stay the venue appeal remains pending and Hughes filed its
Respondent's Answering Brief in March, 2006. Kinross cannot reasonably predict
the outcome of these actions and intends to continue to vigorously defend
against the claims.
INCOME TAXES
Kinross operates in numerous countries around the world and accordingly
is subject to, and pays annual income taxes under the various regimes in
countries in which it operates. These tax regimes are determined under general
corporate income tax laws of the country. Kinross has historically filed, and
continues to file, all required income tax returns and to pay the taxes
reasonably determined to be due. The tax rules and regulations in many countries
are complex and subject to interpretation. From time to time, Kinross will
undergo a review of its historic tax returns and in connection with such
reviews, disputes can arise with the taxing authorities over Kinross'
interpretation of the country's income tax rules. As at December 31, 2005,
Kinross had the following disputes.
115
BRAZIL
Mineracao Serra Grande S.A. ("MSG"), Kinross' 50% joint venture with
AngloGold Ashanti, which owns the Crixas mine received a tax reassessment in
November 2003 from the Brazilian IRS. The reassessment disallowed the claiming
of certain sales tax credits and assessed interest and penalties of which
Kinross' 50% share totals $10.2 million. Kinross and its joint venture partner
believe that this reassessment will be resolved without any material adverse
affect on its financial position, results of operations or cash flows.
In September 2005, MSG received assessments relating to payments of
sales taxes on exported gold deliveries from tax inspectors for the State of
Goias. Kinross' share of the assessments is approximately $29.0 million. The
counsel for MSG believes the suit is in violation of Federal legislation on
sales taxes and that there is a remote chance of success for the State of Goias.
The assessment has been appealed.
REGULATORY INVESTIGATIONS
In July 2005, Kinross was notified by the enforcement division of the
SEC that Kinross would be requested to provide documentation in connection with
an informal inquiry focused on Kinross' accounting of the business combination
with TVX and Echo Bay. No further request has been made by the SEC to date.
The U.S. Department of Justice has notified Echo Bay that it is
investigating whether or not payments were made to organizations in the
Philippines in violation of U.S. Laws in connection with its mining operations
in the Philippines in the 1990's. Former officers of Echo Bay (which has been
amalgamated to Kinross) have provided testimonies with respect to this
investigation.
--------------------------------------------------------------------------------
DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------
Information with respect to the capital structure of Kinross is included
under the caption "Description of Securities" beginning on page 205.
116
--------------------------------------------------------------------------------
MANAGEMENT OF KINROSS
--------------------------------------------------------------------------------
DIRECTORS
Set forth below is information regarding the directors of Kinross as of
March 20, 2006.
================================ ====================================================== =====================
NAME AND PLACE OF RESIDENCE PRINCIPAL OCCUPATION DIRECTOR SINCE
-------------------------------- ------------------------------------------------------ ---------------------
John A. Brough President, Torwest Inc. (real estate development January 19, 1994
Vero Beach, Florida company)
-------------------------------- ------------------------------------------------------ ---------------------
Tye W. Burt President and Chief Executive Officer of Kinross March 23, 2005
Toronto, Ontario
-------------------------------- ------------------------------------------------------ ---------------------
Scott A. Caldwell Executive Vice President and Chief Operating Officer March 3, 2003
Toronto, Ontario of Kinross
-------------------------------- ------------------------------------------------------ ---------------------
John K. Carrington Retired Mining Executive October 26, 2005
Thornhill, Ontario
-------------------------------- ------------------------------------------------------ ---------------------
Richard S. Hallisey President, Sullivan Holdings Limited December 5, 2004
Toronto, Ontario (wholly-owned family investment company)
-------------------------------- ------------------------------------------------------ ---------------------
John M.H. Huxley Principal, Algonquin Management Inc. (management May 31, 1993
Toronto, Ontario company)
-------------------------------- ------------------------------------------------------ ---------------------
John A. Keyes Retired Mining Executive March 3, 2003
The Woodlands, Texas
-------------------------------- ------------------------------------------------------ ---------------------
Catherine McLeod-Seltzer Chairman and Chief Executive Officer, Pacific Rim October 26, 2005
Vancouver, B.C. Mining Corporation
-------------------------------- ------------------------------------------------------ ---------------------
George A. Michals President, Baymont Capital Resources Inc. January 31, 2003
Orangeville, Ontario (investment holding company)
-------------------------------- ------------------------------------------------------ ---------------------
John E. Oliver Sr. Vice President, Retail and Small Business March 7, 1995
Halifax, Nova Scotia Banking, Scotiabank (financial institution)
-------------------------------- ------------------------------------------------------ ---------------------
Terence C.W. Reid Retired Executive January 5, 2005
Toronto, Ontario
================================ ====================================================== =====================
-------------------------
(1) Information respecting holdings of Common Shares, Restricted Share
Rights and Deferred Share Units has been provided by individual
directors. Outside directors are required to receive 50% of their annual
compensation in Deferred Share Units, subject to the right to make an
annual election for a cash payment instead of Deferred Share Units
conditional upon meeting the minimum DSU's share ownership requirements
of the Board.
(2) Committees: A-Audit, C-Compensation, CG-Corporate Governance,
E-Environmental, Health & Safety, N-Nominating. The Board has also
appointed a Special Projects Committee currently comprised of Messrs.
Brough, Michals and Oliver.
Each of the directors has held the principal occupation set forth
opposite his or her name, or other executive offices with the same firm or its
affiliates, for the past five years, with the exception of Tye W. Burt, John K.
Carrington, Richard S. Hallisey, John A. Keyes, Catherine McLeod-Seltzer and
Terence C.W. Reid.
Prior to March 23, 2005, Mr. Burt was Vice Chairman and Executive
Director, Corporate Development of Barrick Gold Corporation since February 2004.
Prior to that he was Executive Director, Corporate Development of Barrick since
December 2002. From April 2000 to December 2002, he was a Principal of Harris
Partners Limited (investment banking) and President of Cartesian Capital Corp.
(investment banking). Prior to January 2005, Mr. Carrington was Vice-Chairman
and a director and prior to February 2004, he was Chief Operating Officer of
Barrick Gold Corporation. Prior to December 2001, Mr. Hallisey was
Vice-Chairman, National Bank Limited and, prior to January 1999, he was
Vice-Chairman, First Marathon Securities Limited. Mr. Keyes, prior to January
2001, was President and Chief Operating Officer of Battle Mountain Gold Company
and prior thereto was Senior Vice-President of Battle Mountain Gold Company.
Prior to January 2006, Ms. McLeod-Seltzer was President and Chief Executive
Officer of Pacific Rim Mining Corporation. Mr. Reid was president of Laketon
Investment Management between 2001 and 2003.
117
JOHN A. BROUGH
Mr. Brough has been President of Torwest Inc., a real estate development
company, since 1998. Prior to 1998, Mr. Brough held the position of Executive
Vice-President and Chief Financial Officer of iStar Internet Inc. Prior to 1997,
Mr. Brough was Senior Vice President and Chief Financial Officer of Markborough
Properties Limited. He holds a Bachelor of Arts degree and is a Chartered
Accountant.
TYE W. BURT
Mr. Burt was appointed President and Chief Executive Officer of Kinross
in March, 2005. Prior to that, Mr. Burt held the position of Vice Chairman and
Executive Director of Corporate Development of Barrick Gold Corporation. From
December 2002 to February 2004, he was Executive Director of Corporate
Development of Barrick Gold Corporation. From May 2002 - December 2002 he was
Principal, Harris Partners Limited (investment banking) (but consulting on a
full time basis to Barrick Gold). From May 2000 - May 2002 he was President of
Cartesian Capital Corp. Mr. Burt is also a director and Vice Chairman of the
audit committee of the Ontario Financing Authority and a director of NRX Global
Corporation. Mr. Burt is a member of the Law Society of Upper Canada and is a
graduate of Osgood Law School and holds a Bachelor of Arts degree from the
University of Guelph.
SCOTT A. CALDWELL
Mr. Caldwell is currently Executive Vice President and Chief Operating
Officer of Kinross. Since Mr. Caldwell has joined in 1998 he has held various
senior management positions with Kinross. Prior to joining Kinross, he was Vice
President of Operations for Echo Bay Mines Ltd. from 1996 to 1998 and Vice
President Operations of Compania Minera Dora Ines de Callahusi from 1995 to 1996
and also occupied other functions with other mining companies. Mr. Caldwell has
a Bachelor of Science degree in engineering.
JOHN K. CARRINGTON
Mr. Carrington was Vice-Chairman and a director of Barrick Gold
Corporation from 1999 through 2004. Prior to that Mr. Carrington was Chief
Operating Officer of Barrick from 1996 until February 2004. He has also occupied
the functions of President and Executive Vice President, Operations of Barrick
in 1997 and 1995 respectively. Prior to that Mr. Carrington occupied
officerships in other mining companies, including Noranda Minerals Inc.,
Brunswick Mining & Smelting Inc. and Minnova Inc. Mr. Carrington holds a
Bachelor of Applied Science (Mining Engineering) and a Master of Engineering
(Mining). He is a member of the Association of Professional Engineers of
Ontario.
RICHARD S. HALLISEY
Mr. Hallisey is President and Director of Sullivan Holdings Limited, a
position he has held full time since December, 2001. From January 1999 to
December 2001, Mr. Hallisey was Vice-Chairman and Managing Director of National
Bank Financial. Prior to his position with National Bank Financial, Mr. Hallisey
was Co-founder, Vice-Chairman and Director of First Marathon Securities Limited.
Mr. Hallisey holds a Bachelor of Applied Science (Civil-Geological Engineering)
from the University of British Columbia and a Masters in Business Administration
from the University of Western Ontario.
JOHN M.H. HUXLEY
Mr. Huxley has been a principal of Algonquin Management Inc., the
manager of the Algonquin Power Income Fund, since 1997. Prior to that he was
President of Algonquin Power Corporation, a builder, developer and operator of
hydroelectric generating facilities in Canada and the United States. He holds a
Bachelor of Laws degree.
118
JOHN A. KEYES
Mr. Keyes most recently held the position of President and Chief
Operating Officer of Battle Mountain Gold Company until 2001. Mr. Keyes has a
Bachelor of Science degree (honours) and has completed an executive MBA course.
CATHERINE MCLEOD-SELTZER
Ms. McLeod-Seltzer is Chairman, Chief Executive Officer and a director
of Pacific Rim Mining Corp. She has been an officer and director of Pacific Rim
since 1997. From 1994 to 1996, she was President, Chief Executive Officer and a
director of Arequipa Resources Ltd., a publicly traded company which she
co-founded in 1992. From 1985 to 1993, she was employed by Yorkton Securities
Inc. as an institutional trader and broker, and also as Operations Manager in
Santiago, Chile (1991-92). She has a Bachelor degree in Business Administration.
She holds directorships in other publicly traded companies including Silver
Standard Resources Inc., Bear Creek Mining Corporation, Miramar Mining Corp.,
Stornoway Diamond Corporation and Peru Copper Inc.
GEORGE F. MICHALS
Mr. Michals is President of Baymont Capital Resources Inc., an
investment holding company. Mr. Michals has also served as an active member on
the boards of a number of private and public companies. Prior to January 2003,
Mr. Michals was also Chairman of the board of TVX Gold Inc. and from 1987 to
1990, he held the position of Executive Vice-President and Chief Financial
Officer of Canadian Pacific Limited. He holds a Bachelor of Commerce degree and
is a Chartered Accountant.
JOHN E. OLIVER
Mr. Oliver was appointed Senior Vice President, Atlantic Region, Bank of
Nova Scotia in March 2004. Mr. Oliver was previously Executive Managing Director
and Co-Head of Scotia Capital U.S., Bank of Nova Scotia since October 1999. From
1997 to 1999 Mr. Oliver was Senior Vice-President, Corporate and Real Estate
Banking of Bank of Nova Scotia and prior thereto, he was Senior Vice-President
of Real Estate Banking of Bank of Nova Scotia. Mr. Oliver was appointed the
Independent Chairman of Kinross in August 2002.
TERENCE C.W. REID
Mr. Reid retired as Vice-Chairman of CIBC Wood Gundy in 1997 after a
career there spanning thirty-one (31) years during which he provided investment
banking services to many of Canada's leading corporations. He subsequently acted
as a consultant in the electricity industry and helped develop an internet
start-up business. Between 2001 and 2003 he was president of Laketon Investment
Management, a leading Canadian investment asset manager. Mr. Reid has served on
a number of investment industry committees and was Chairman of the Montreal
Stock Exchange. He holds a diploma in law from the University of Witwatersrand,
Johannesburg and an MBA from the University of Toronto.
119
OFFICERS
The following table sets forth the names of each of the officers of
Kinross and all offices of Kinross held by each of them as of April 17, 2006.
NAME OFFICE HELD
HUGH A. AGRO Sr. Vice President, Corporate Development
Toronto, Ontario, Canada
RICK A. BAKER Sr. Vice President, Environmental, Health & Safety
Sparks, Nevada, United States
THOMAS M. BOEHLERT Executive Vice President and Chief Financial Officer
Toronto, Ontario, Canada
TYE W. BURT President and Chief Executive Officer
Toronto, Ontario, Canada
SCOTT A. CALDWELL Executive Vice President and Chief Operating Officer
Reno, Nevada, United States
MANOEL CERQUEIRA Vice President, Brazil
Rio de Janeiro, Brazil
J. MICHAEL DOYLE Sr. Vice President, Operations
Sparks, Nevada, United States
WESLEY C. HANSON Vice President, Technical Services
Ancaster, Ontario, Canada
CHRISTOPHER T. HILL Sr. Vice President and Treasurer
Toronto, Ontario, Canada
STEPHANIE HOLTFORSTER Sr. Vice President, Human Resources
Mississauga, Ontario, Canada
JOHN W. IVANY Executive Vice President
Toronto, Ontario, Canada
HAL KIRBY Vice President and Corporate Controller
Toronto, Ontario, Canada
JOHN E. OLIVER Independent Chairman
Halifax, Nova Scotia, Canada
SHELLEY M. RILEY Vice President, Administration and Corporate Secretary
Toronto, Ontario, Canada
RONALD W. STEWART Sr. Vice President, Exploration
Oakville, Ontario, Canada
The following sets forth biographical information for each of the
executive officers of Kinross who is not also a director of Kinross:
HUGH A. AGRO was appointed Sr. Vice President, Corporate Development on
August 5, 2005. Prior to that he was Vice President, Corporate Development from
April 2005 to August 2005. Prior to that Mr. Agro held the position of Vice
President, Corporate Development for Placer Dome Canada from May 2004 to April
2005. Prior to that Mr. Agro was a Principal of Senator Capital Partners from
April, 2001 to April, 2004. From August 1997 to April, 2001, Mr. Agro held the
positions of Vice President, Investment Banking, Global Metals & Mining Group
and Associate, Investment Banking respectively with Deutsche Bank Securities
Ltd.
120
RICK A. BAKER was appointed Sr. Vice President, Environmental, Health &
Safety on March 1, 2005. Prior to that Mr. Baker held the positions of Vice
President, Operations from October, 2003 to February, 2005 and Vice President
and General Manager, Reclamation Operations from March to September, 2003 of
Kinross Gold U.S.A., Inc. a 100% wholly-owned subsidiary of Kinross. Prior to
that he held the positions of General Manager, from August, 2001 to February,
2002 and Operations Manager from April, 2000 to July 2001 with Fairbanks Gold
Mining, Inc. a 100% wholly-owned subsidiary of Kinross. From July 1997 to March
2000, Mr. Baker was General Manager, McCoy/Cove Operation, Echo Bay Minerals
Company.
THOMAS M. BOEHLERT was appointed as Executive Vice President and Chief
Financial Officer on April 7, 2006. Mr. Boehlert has more than 20 years
experience in finance and banking. Most recently, he was Executive Vice
President and Chief Financial Officer of Texas Genco of Houston, an independent
electric power company from February 2005 to August 2005. Prior to that, he was
Executive Vice President and Chief Financial Officer of Direct Energy of
Toronto, a North American energy services company from February 2004 to February
2005. Mr. Boehlert was also Senior Vice President and Chief Financial Officer of
Sithe Energies of New York, an international independent electric power company
from June 2000 to November 2003. Mr. Boehlert spent 14 years as a banker at
Credit Suisse in New York and London where he was responsible for covering
energy companies and project finance activities. Mr. Boehlert holds a B.A. in
Accounting from Indiana University, an M.B.A., Finance from New York University
and is a certified public accountant.
TYE W. BURT was appointed President and Chief Executive Officer of
Kinross in March, 2005. Prior to that, Mr. Burt held the position of Vice
Chairman and Executive Director of Corporate Development of Barrick Gold
Corporation. From December 2002 to February 2004, he was Executive Director of
Corporate Development of Barrick Gold Corporation. From May 2002 - December 2002
he was Principal, Harris Partners Limited (investment banking) (but consulting
on a full time basis to Barrick Gold). From May 2000 - May 2002 he was President
of Cartesian Capital Corp. Mr. Burt is also a director and Vice Chairman of the
audit committee of the Ontario Financing Authority and a director of NRX Global
Corporation. Mr. Burt is a member of the Law Society of Upper Canada and is a
graduate of Osgood Law School and holds a Bachelor of Arts degree from the
University of Guelph.
SCOTT A. CALDWELL is currently Executive Vice President and Chief
Operating Officer of Kinross. Since Mr. Caldwell has joined in 1998 he has held
various senior management positions with Kinross. Prior to joining Kinross, he
was Vice President of Operations for Echo Bay Mines Ltd. from 1996 to 1998 and
Vice President Operations of Compania Minera Dora Ines de Callahusi from 1995 to
1996 and also occupied other functions with other mining companies. Mr. Caldwell
has a Bachelor of Science degree in engineering.
MANOEL CERQUEIRA was appointed Vice President, Brazil in January 2006.
Prior to that, since being hired as Finance Manger of TVX Normandy Americas
(Canada) Inc. and TVX Normandy Americas (Cayman) Inc. in September 1999, he has
held positions as board member and officer of joint venture operators, Mineracao
Serra Grande S.A. (Crixas mine) and Rio Paracatu Mineracao, S.A. (Paracatu
mine). He also held the position of Vice President Finance of various
Kinross/TVX subsidiaries, TVX Nornandy Americas (Canada) Inc., TVX Normandy
Americas (Cayman) Inc., Kinross Americas (Canada) Inc. and Kinross Americas
(Cayman) Inc.
J. MICHAEL DOYLE was appointed Sr. Vice President, Operations in June,
2004. Prior to that, Mr. Doyle was Vice President, Operations of Kinross Gold
U.S.A., Inc. from March, 2003 to May, 2004, a 100% wholly-owned subsidiary of
Kinross. From January 2003 to March 2003, Mr. Doyle was Vice President and
General Manager, Round Mountain Gold Corporation, a 100% wholly-owned subsidiary
of Kinross. From 2000 to 2003, Mr. Doyle was General Manager, Round Mountain
Gold Corporation and prior to that he held the position of Operations Manager,
Round Mountain Gold Corporation.
WESLEY C. HANSON was appointed Vice President, Technical Services in
February 2006. Prior to that Mr. Hanson was Kinross' Director of Technical
Services from April 2003 to February 2006. Between November 2002 and April 2003,
Mr. Hanson's position was Manager, Technical Services. Between July 1998 and
November 2002, he held the position of Senior Geologist with SNC Lavalin
Engineers and Constructors Inc.
121
CHRISTOPHER T. HILL is currently Sr. Vice President and Treasurer and
prior to March 2006 he was Sr. Vice President, Corporate Communication since
August 2005 and prior to that he was Vice President, Investor Relations since
May 2004. Mr. Hill was Vice President, Treasurer from May 1998 to March 2004.
STEPHANIE HOLTFORSTER was appointed Sr. Vice President, Human Resources
in September 2005. Prior to that Ms. Holtforster was Vice President of Human
Resources at the Globe & Mail. From 1998 to April 2002, she occupied positions
of Director of Six Sigma programs and as a Regional Director of Human Resources
Canada for Starwood Hotels & Resorts. Prior to that she was Director of Human
Resources - Canada for Westin Hotels and Resorts from 1996 to 1998 and Director
of Human Resources at the Westin Harbour Castle.
JOHN W. IVANY has been Executive Vice President of Kinross since July
1995.
HAL KIRBY was appointed Vice President and Corporate Controller in June
2005. Prior to that, Mr. Kirby was Director of Special Projects from November
2004 to June 2005. Prior to that he was General Director of Omolon Gold Mining
Company, a subsidiary of Kinross Gold Corporation, from November 2002 to May
2004 and prior to that he was Deputy General Director, Finance and
Administration of Omolon Gold Mining Company from September 1998 to November
2002.
JOHN E. OLIVER was appointed Senior Vice President, Atlantic Region,
Bank of Nova Scotia in March 2004. Mr. Oliver was previously Executive Managing
Director and Co-Head of Scotia Capital U.S., Bank of Nova Scotia since October
1999. From 1997 to 1999 Mr. Oliver was Senior Vice-President, Corporate and Real
Estate Banking of Bank of Nova Scotia and prior thereto, he was Senior
Vice-President of Real Estate Banking of Bank of Nova Scotia. Mr. Oliver was
appointed the Independent Chairman of Kinross in August 2002.
SHELLEY M. RILEY has been the Corporate Secretary of Kinross since June
1993 and was appointed Vice President, Administration and Corporate Secretary in
September, 2005.
RONALD W. STEWART has been the Sr. Vice President, Exploration of
Kinross since August 2005 and prior to that he was Vice President, Exploration
since March 2002. Prior to that date he was Director of Investor Relations for
Placer Dome from January 2000 to March 2002, Manager Mine Exploration for Placer
Dome from February 1998 to January 2000 and Country Exploration Manager,
Indonesia for Placer Dome from March 1996 to February 1998.
As at April 14, 2006, the directors and executive officers of Kinross,
as a group owned, directly or indirectly, or exercised control or direction over
286,741 outstanding common shares of Kinross, representing less than 1% of the
total number of common shares outstanding before giving effect to the exercise
of options or other convertible securities held by such directors and executive
officers. The statement as to the number of common shares beneficially owned
directly or indirectly or over which control or direction is exercised by the
directors and executive officers of Kinross as a group is based upon information
provided by the directors and executive officers.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Business Corporations Act (Ontario), a corporation may
indemnify a director or officer, a former director or officer or a person who
acts or acted at the corporation's request as a director or officer of another
corporation of which the corporation is or was a shareholder or creditor, and
his or her heirs and legal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by him or her in respect of any civil, criminal or
administrative action or proceeding to which he or she is made a party by reason
of being or having been a director or officer of the corporation or such other
corporation, if: (1) he or she acted honestly and in good faith with a view to
the best interests of the corporation; and (2) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
or she had reasonable grounds to believe that his or her conduct was lawful. Any
such person is entitled to such indemnity from the corporation if he or she was
substantially successful on the merits in his or her defense of the action or
proceeding and fulfilled the conditions set out in (1) and (2) above. A
corporation may, with the approval of a court, also indemnify any such person in
respect of an action by or on behalf of the corporation or such other
corporation to procure a judgment in its favor, to which such person is made a
party by reason of being or
122
having been a director or officer of the corporation or such other corporation,
if he or she fulfills the conditions set out in (1) and (2) above. Kinross'
bylaws require Kinross to indemnify the persons permitted to be indemnified by
the provisions of the Business Corporations Act (Ontario) summarized above and
every other person who properly incurred any liability on behalf of Kinross or
acted at Kinross' request.
Insofar as indemnification for liabilities arising under the Securities
Act of 1993 may be permitted to directors, officers, and controlling persons
pursuant to the foregoing provisions, Kinross has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
contrary to public policy as expressed in the Securities Act and, therefore, is
unenforceable.
CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS
No director or executive officer of Kinross or a shareholder holding a
sufficient number of securities to affect materially the control of Kinross is,
or within the ten years prior to the date hereof has been, a director or
executive officer of any company (including Kinross) that, while that person was
acting in that capacity, (i) was the subject of a cease trade or similar order
or an order that denied the relevant company access to any exemption under
securities legislation, for a period of more than 30 consecutive days; (ii) was
subject to an event that resulted, after the director or executive officer
ceased to be a director or executive officer, in the company being the subject
of a cease trade or similar order or an order that denied the relevant company
access to any exemption under securities legislation for a period of more than
30 consecutive days; or (iii) within a year of that person ceasing to act in
that capacity, became bankrupt, made a proposal under any legislation relating
to bankruptcy or insolvency or was subject to or instituted any proceedings,
arrangement or compromise with creditors or had a receiver, receiver manager or
trustee appointed to hold its assets, except as follows:
John W. 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.
On April 14, 2005, the Ontario Securities Commission issued a definitive
management cease trade order which superseded a temporary management cease trade
order dated April 1, 2005 against all the directors and officers of Kinross in
connection with Kinross' failure to file its audited financial statements for
the year ended December 31, 2004. A similar order was issued by the Nova Scotia
Securities Commission against Mr. John Oliver dated July 6, 2005. These
management cease trade orders were lifted on February 22, 2006.
No director or executive officer of Kinross or a shareholder holding a
sufficient number of securities of Kinross to affect materially the control of
Kinross has, within the ten years prior to the date hereof, become bankrupt,
made a proposal under any legislation relating to bankruptcy or insolvency, or
become subject to or instituted any proceedings, arrangement or compromise with
creditors, or had a receiver, receiver manager or trustee appointed to hold the
assets of the director, officer or shareholder.
123
EXECUTIVE COMPENSATION
The following table sets forth all annual and long-term compensation for
services in all capacities to Kinross and its subsidiaries for the three fiscal
years ended December 31, 2005, in respect of each of the individuals who were,
at December 31, 2005, the Chief Executive Officer and the four senior executive
officers, whose total salary exceeded $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
FOR YEAR 2005
==========================================================================================================================
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------------------------------------------------------------------------------------------
AWARDS PAYOUTS
SHARES OR
UNITS
SUBJECT TO
SECURITIES RESALE
UNDER RESTRICTIONS
OTHER ANNUAL OPTIONS/ RESTRICTED
COMPEN- SARS SHARE LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS SATION(7) GRANTED(3) RIGHTS(3)(8) PAYOUTS COMPENSATION(9)
POSITION YEAR ($) ($) ($) (#) ($) ($) ($)
--------------------------------------------------------------------------------------------------------------------------
Robert M. Buchan(2) 2005 206,350 Nil 15,861 Nil Nil N/A -
Former President & 2004 768,300 576,225 28,331 133,326 775,453 N/A 6,671,059
Chief Executive 2003 713,500 535,125 63,639 100,000 388,857 N/A 51,786
Officer
--------------------------------------------------------------------------------------------------------------------------
Tye W. Burt(2) 2005 471,430 660,320 16,699 150,000(3) 630,441(3) N/A 1,378,884(3)
President and Chief 2004 N/A N/A N/A N/A N/A(4) N/A N/A(4)
Executive Officer 2003 N/A N/A N/A N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------
Lars-Eric Johansson 2005 256,286 Nil 14,724 Nil 229,879(3) N/A 78,896
Senior Vice 2004 134,453 Nil 616 102,740 243,425 N/A 414,529
President & Chief 2003 N/A N/A N/A N/A N/A N/A N/A
Executive Officer
--------------------------------------------------------------------------------------------------------------------------
Scott A. Caldwell 2005 376,449 331,710 81,206 82,424 336,235(3) N/A 1,235,489(5)
Executive Vice 2004 344,682 251,426 48,043 79,867 302,794 N/A 251,025
President and Chief 2003 273,806 121,295 7,222 53,125 132,211 N/A 15,500
Operating Officer
--------------------------------------------------------------------------------------------------------------------------
John W. Ivany 2005 305,408 183,245 8,933 Nil 404,533(3) N/A 88,289
Executive Vice 2004 274,667 153,660 6,253 62,849 193,861 N/A 295,321
President 2003 237,685 102,030 9,070 44,688 111,213 N/A 18,597
--------------------------------------------------------------------------------------------------------------------------
Hal Kirby(6) 2005 163,257 74,276 10,778 9,605 216,094 N/A 125,281(6)
Vice President, 2004 130,561 96,762 45,042 18,614 23,261 N/A 5,809
Corporate Controller 2003 167,999 47,000 55,708 12,656 26,248 N/A 6,222
==========================================================================================================================
Allan D. 2005 201,615 256,732 2,519 Nil Nil N/A 695,863
Schoening(10) 2004 214,023 72,259 1,635 24,638 110,499 N/A Nil
Former Sr. Vice 2003 161,679 81,282 1,241 47,156 61,904 N/A 8,854
President, Human
Resources and
Community Relations
==========================================================================================================================
-------------------------
(1) Compensation, which is paid in Canadian dollars, is reported in United
States dollars. The rates of exchanges used to convert Canadian dollars to
United States dollars are: 2003 - 0.7135, 2004 - 0.7683, 2005 - 0.8254.
(2) Mr. Buchan resigned as President and Chief Executive Officer and was
succeeded by Mr. Tye W. Burt in March 2005. Mr. Buchan's change of control
agreement with Kinross was triggered by the TVX and Echo Bay merger (see
"Employment Contracts"). Mr. Buchan received a lump sum payment of
$5,250,755 and his ERAP was credited with $504,197. In addition, Mr.
Buchan's ERAP was credited during 2004, with the sum of $916,107 for prior
year's services, consistent with the practice for other senior officers,
see footnote 9.
(3) As the Named Executive Officers were subject to a management cease trade
order in 2005 which was lifted in February 2006 and a blackout period on
trading until April 3, 2006, Kinross was not in a position to grant such
officers their annual allocation of options and Restricted Share Rights at
year end, in accordance with its usual practice. Accordingly, the options
and Restricted Share Rights which are reported above were not granted until
April 3, 2006.
(4) When Mr. Burt was hired in March of 2005, his employment offer letter
recognized the significant benefits he was forfeiting under his then
employer's long term incentive plans. Accordingly, Kinross agreed to issue
replacement securities to replace the securities being forfeited, and Mr.
Burt's agreement contained certain adjustment mechanisms if it was not
possible to grant securities of Kinross as a result of the management cease
trade order then in place. In April 2006, when it was possible to grant
such securities to Mr. Burt, he received 379,609 Restricted Share Rights,
450,000 options and a payment of $1,238,100 (which is included in the
amount under "All Other Compensation") pursuant to his employment offer
letter, referable to the benefits he forfeited with his previous employer.
The Restricted Share Units to which Mr. Burt was entitled on his hire date,
were valued at $2,365,636 as at such date. Mr. Burt declined an additional
6,000 Restricted Share Rights which were proposed as part of his 2005
annual compensation.
124
(5) Mr. Caldwell received a retention payment in consideration for forfeiting a
change of control entitlement payable in the event of his departure.
(6) Mr. Kirby was appointed Vice President, Corporate Controller in June, 2005.
Mr. Kirby received a retention payment of $103,175 in 2005.
(7) This section includes payments made in connection with parking, car
allowance, club dues, life insurance, contributions to the employee share
purchase plan, relocation expenses, and vested Restricted Share Rights.
(8) Amounts shown represent Restricted Share Rights granted as part of the
annual compensation package of each Named Executive Officer, valued at the
date of the grant based on the market price of the Common Shares on the TSX
on such date. From January 1, 2005 to and including April 3, 2006, the
following numbers of Restricted Share Rights were granted to the Named
Executive Officers: Mr. Buchan: Nil; Mr. Burt: 60,000; Mr. Johansson:
21,878, Mr. Caldwell: 32,000, Mr. Ivany: 38,500, Mr. Kirby: 20,565 and Mr.
Schoening: Nil. As at April 3, 2006, the aggregate number and value of
Restricted Share Rights held by the Named Executive Officers were as
follows: Mr. Buchan: 153,413 Restricted Share Rights - $1,952,947; Mr.
Burt: 60,000 Restricted Share Rights - $630,441 (excluding Restricted Share
Rights granted upon being hired); Mr. Johansson: 60,485 Restricted Share
Rights - $769,974; Mr. Caldwell: 74,357 Restricted Share Rights - $946,564;
Mr. Ivany: 78,653 Restricted Share Rights - $1,001,253; Mr. Kirby: 25,918
Restricted Share Rights - $329,936; Mr. Schoening: Nil Restricted Share
Rights - Nil$. In accordance with his employment offer letter Mr. Burt was
also granted 379,609 Restricted Share Rights in April 2006 for forfeiting
the benefits of incentive securities he held with his previous employer, in
accordance with his employment offer letter of March 2005. Restricted Share
Rights generally vest as to one third at the first anniversary date of the
grant, one third on the second anniversary date of grant and one third on
the third anniversary date of the grant, except that in March 2006, Mr.
Burt received 21,500 vested Restricted Share Rights, and 358,109 Restricted
Share Rights vesting January 1, 2007 which had been committed to him in his
March 2005 employment offer letter; Mr. Kirby received 10,000 Restricted
Share Rights in April 2006 vesting as to one third on May 31, 2006, one
third on May 31, 2007 and one third on May 31, 2008. The vesting of such
Restricted Share Rights was aligned with Mr. Kirby's promotion date rather
than with the grant date.
(9) This section includes contributions made to each Named Executive Officer's
retirement allowance ("ERAP" and registered retirement savings plan of
"RRSP"). In the case of Messrs. Buchan, Caldwell and Ivany payments were
made to the ERAP for prior years' services.
(10) Mr. Schoening's employment with Kinross ended in 2005 and as part of his
severance, Mr. Schoening received a lump sum of $405,787 and $290,076 was
credited to his executive retirement allowance.
125
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth stock options granted under Kinross'
Stock Option Plan during the fiscal year ended December 31, 2005, to each of the
Named Executive Officers.
The options become exercisable as to 33-1/3% on each of the first,
second, and third anniversary of the date of grant. The exercise price of the
option is the market value (as defined in Kinross' Share Incentive Plan) of the
common shares on the date of grant.
OPTION GRANTS DURING THE YEAR ENDED DECEMBER 31, 2005(1)
=============================================================================================================================
MARKET VALUE OF
SECURITIES
PERCENT OF TOTAL UNDERLYING
SECURITIES UNDER OPTIONS GRANTED EXERCISE OR OPTIONS ON THE
OPTIONS GRANTED TO EMPLOYEES IN BASE PRICE DATE OF GRANT EXPIRATION
NAME (#)(2) FINANCIAL YEAR(3) (CDN$/SECURITY) (CDN$/SECURITY) DATE
-----------------------------------------------------------------------------------------------------------------------------
Robert M. Buchan Nil Nil N/A N/A N/A
=============================================================================================================================
Tye W. Burt(4) 150,000 9.11% 12.73 12.73 April 3, 2011
=============================================================================================================================
Lars-Eric Johansson Nil Nil N/A N/A N/A
=============================================================================================================================
Scott A. Caldwell 82,424 5.01% 12.73 12.73 April 3, 2011
=============================================================================================================================
John W. Ivany Nil Nil N/A N/A N/A
=============================================================================================================================
Hal Kirby 36,019 2.19% 12.73 12.73 April 3, 2011
-----------------------------------------------------------------------------------------------------------------------------
Allan D. Schoening Nil Nil N/A N/A N/A
=============================================================================================================================
-------------------------
(1) As a result of a management cease trade order and company trading blackout,
the grant of options for the 2005 annual compensation package of Named
Executive Officers was not effected until April 2006. Kinross has reported
such grants as part of their 2005 compensation.
(2) The class of securities underlying all stock options is Common Shares. All
stock options vest as to 33?% on each of the first, second and third
anniversary dates of the grant.
(3) Based on the total number of options granted pursuant to the Stock Option
Plan from January 1, 2005 to April 3, 2006 of 1,646,650.
(4) The above reports the annual compensation of Mr. Burt. In addition to the
above, Mr. Burt was promised 450,000 options upon being hired as a result
of forfeiting the benefits of incentive securities he held with his
previous employer. The grant of such options was effected in April 2006 and
have an exercise price of $12.73 per share (the then market value), vesting
as to 33?% on each of the first, second and third anniversary dates of the
date of hire of Mr. Burt (March 23, 2005), for a five year term.
126
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
No options were exercised in 2005 by the Named Executive Officers. The
following table provides details regarding stock options exercised by the Named
Executive Officers during the year ended December 31, 2004 and year-end option
values.
PENSION AND OTHER BENEFIT PLANS
EXECUTIVE RETIREMENT ALLOWANCE PLAN
In 2004, Kinross adopted an Executive Retirement Allowance Plan (the
"ERA Plan"). Under the ERA Plan, the Named Executive Officers are not required
to make contributions to the ERA Plan as contributions and payment of all
entitlements of the Named Executive Officers under the ERA Plan (the "Retirement
Allowance") are the sole responsibility of Kinross.
The Retirement Allowance payable to each Named Executive Officer under
the ERA Plan is equal to the sum of three parts. The first part is calculated on
the basis of 15% of the Named Executive Officer's base salary plus any bonus
paid during the employment period, which is equal to one-half of the number of
months commencing from the date upon which the employment of the Named Executive
Officer began and December 31, 2003 (the "Pre-January 1, 2004 Entitlement").
Each Named Executive Officer's Pre-January 1, 2004 Entitlement shall vest at a
rate of 1/24th at the end of each month until fully vested.
The second part is calculated on the basis of 15% of the Named Executive
Officer's base salary plus any bonus paid during the period, which is equal to
that number of full months from and after January 1, 2004 during which the Named
Executive Officer was continuously employed by Kinross (the "Post-January 1,
2004 Entitlement"). Each Named Executive Officer's Post-January 1, 2004
Entitlement shall vest as to 1/12th at the end of each month of continuous
service to Kinross.
The third part of the Named Executive Officer's entitlement is
calculated on the basis of 15% of any severance amount payable to the Named
Executive Officer upon a change of control of Kinross under the terms of the
Executive Severance Agreement (the "Severance Entitlement"). The Executive's
Severance Entitlement shall vest in full as of the day immediately prior to the
date on which the change of control occurs.
Interest shall be calculated and compounded on the Retirement Allowance
in question for the periods fixed by the terms of the ERA Plan at the end of
each quarter at the average annual yield rate for Government of Canada bonds, as
published by the Bank of Canada on the day prior to the date upon which the
fiscal quarter begins.
Based on accrued and vested entitlements, Kinross agreed to pay to each
Named Executive Officer their Retirement Allowance by either: (a) consecutive
monthly payments commencing in the month immediately following the date upon
which the Named Executive Officer leaves the employment of Kinross (the
"Retirement Date") and continuing for a period of not less than three or greater
than ten years (the "Executive's Payout Period"), or (b) a lump sum payment
equal to the Retirement Allowance accrued to the date of payment.
OTHER BENEFITS
Kinross' subsidiary, Kinross Gold U.S.A., Inc., has a retirement plan in
which two Named Executive Officers are eligible to participate.
Employees are allowed to make contributions to the Kinross Gold
Retirement Plan from salary deductions each year subject to certain limitations.
The plan is a "safe harbor" plan under which Kinross matches 100% of the
participants' salary deferrals into the plan up to a maximum of 6% of
compensation. Kinross also currently makes a 2% contribution to all eligible
employees, whether or not the employee elects to make salary deferrals. However,
any employee who is eligible to participate in the ERA Plan described above is
not eligible to receive matching or other Company contributions under the
Kinross Gold Retirement Plan. Participants are immediately vested in all
127
contributions under the Plan. Participants are allowed to direct the investment
of their account within a group of designated investment funds.
EMPLOYMENT CONTRACTS
Kinross has entered into a change of control agreement with certain of
its Named Executive Officers, as set forth below, providing for a severance
payment equal to two (in the case of Messrs. Kirby and Ivany) and two and
one-half (for Messrs. Burt, Caldwell, and Boehlert) multiplied by the sum of
such officers' compensation (annual base salary and benefits) and target bonus.
For Messrs. Burt, Caldwell and Boehlert, the severance payment is payable to
such officer following a change of control of Kinross, at his option. The
severance amount is payable at the option of Mr. Burt provided he exercises his
option within 12 months following a change of control. In the case of Messrs.
Kirby and Ivany, the severance is paid to such officers if a triggering event
occurs following a change of control. A triggering event includes: (i) an
adverse change in the employment terms of the executive, (ii) a diminution of
the title of the executive; (iii) a change in the person to whom the executive
reports (subject to certain exceptions); and (iv) a change in the location at
which the executive is required to work (subject to certain exceptions). The
severance amount is payable at the option of Messrs. Kirby and Ivany provided
the exercise of such option occurs within 18 months following the change of
control and within six months of the triggering event.
The issuance of Common Shares equal to more than 50% of the then
outstanding capital of Kinross as part of the TVX/Echo Bay merger triggered the
change of control provisions of Mr. Buchan's severance agreement and as a
result, Mr. Buchan was paid accordingly as part of his severance upon departing
Kinross. See the details of such payments under "Summary Compensation Table."
Other than as described above, Kinross (and its subsidiaries) currently
has no employment contracts in place with the Named Executive Officers and no
compensatory plans or arrangements with respect to the Named Executive Officers
that results or will result from the resignation, retirement or any other
termination of employment of such officers' employment with Kinross (and its
subsidiaries), from a change of control of Kinross (and its subsidiaries) or a
change in the Named Executive Officers' responsibilities following a change of
control.
Mr. Caldwell's employment arrangement was renegotiated in December 2005.
Should his employment be terminated without cause and outside of a change of
control prior to December 31, 2006, Mr. Caldwell will receive a lump sum
equivalent to 18 months' salary and bonus increasing annually for each year of
service capped at 24 months in salary and bonus.
CERTAIN TRANSACTIONS
To the best of Kinross' knowledge, and other than as disclosed in this
Proxy Statement/Prospectus, in the notes to Kinross' financial statements and
its MD&A, there are no known existing or potential conflicts of interest between
Kinross and any director or officer of Kinross, except as disclosed below that
certain of the directors and officers serve as directors and officers of other
public companies and therefore it is possible that a conflict may arise between
their duties as a director or officer of Kinross and their duties as a director
or officer of such other companies.
The directors and officers of Kinross are aware of the existence of laws
governing accountability of directors and officers for corporate opportunity and
requiring disclosures by directors of conflicts of interest and Kinross will
rely upon such laws in respect of any directors' and officers' conflicts of
interest or in respect of any breaches of duty by any of its directors or
officers. All such conflicts will be disclosed by such directors or officers in
accordance with the Business Corporations Act (Ontario) and they will govern
themselves in respect thereof to the best of their ability in accordance with
the obligations imposed upon them by law.
During 2004, Kinross entered into a shareholders agreement providing for
the organization of Kinross Forrest Ltd. ("KF Ltd.") and the issuance of 35% of
the shares of KF Ltd. to Kinross, 25% to a company controlled by Art Ditto, then
a director and officer of Kinross, and 40% to an unrelated third party. Mr.
Ditto paid Kinross his share of the expenses incurred in the amount of $0.3
million. As at December 31, 2004, this investment was valued at $0.1 million on
Kinross' balance sheet.
128
KF Ltd. is a corporation incorporated under the laws of the Territory of
the British Virgin Islands and is a party to a joint venture with La Generale
des Carrieres et des Mines, a Congolese state-owned mining enterprise. The joint
venture was formed for the purpose of exploiting the Kamoto Copper Mine located
in the Democratic Republic of Congo.
On September 2, 2005, Kinross agreed to sell 23.33% of the shares of KF
Ltd. to Balloch Resources Ltd., (now Katanga Mining Limited, "Katanga")
retaining 11.67% of the shares for CDN $5.45 million. The parties also agreed in
2005 to provide Katanga with an option to purchase Kinross' 11.67% remaining
interest. At the time of entering into the agreement, Mr. Robert Buchan, a
former director and officer of Kinross, held an 8.5% interest in the outstanding
common shares of Katanga. Art Ditto, who is a former director and officer of
Kinross, owned a 17.1% interest in the outstanding common shares of Katanga and
Mr. Ditto was appointed as the President and Chief Executive Officer of Katanga.
For more information, refer to Kinross' MD&A and note 22 of its audited annual
financial statements.
John E. Oliver is Senior Vice President, Atlantic Region, of the Bank of
Nova Scotia. The Bank of Nova Scotia is a co-lead of the lending syndicate for
Kinross' credit facility. The Bank of Nova Scotia's commitment to the credit
facility is approximately $60.0 million. Mr. Oliver's duties do not include
responsibilities in the commercial lending department responsible for management
and decisions with respect to the Kinross credit facility. The board of Kinross
does not consider this relationship to present a conflict of interest with Mr.
Oliver's responsibilities as a board member or in any way as reasonably
affecting his independence.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Other than as described elsewhere in this Proxy Statement/Prospectus,
the notes to Kinross' financial statements and its MD&A, since January 1, 2003,
no director, executive officer or 10% shareholder of Kinross or any associate or
affiliate of any such person or company, has or had any material interest,
direct or indirect, in any transaction that has materially affected or will
materially affect Kinross or any of its subsidiaries.
DIRECTORS AND OFFICERS' INSURANCE
Kinross has a policy of insurance for its directors and officers and
those of its subsidiaries. The limit of liability applicable to all insured
directors and officers under the current policies, which expire on February 15,
2007, is $25.0 million in the aggregate inclusive of defense costs. Under the
policies, Kinross has reimbursement coverage to the extent that it has
indemnified the directors and officers in excess of a deductible of $5.0 million
each loss for securities claims and $1.0 million each loss for non-securities
claims. The total premium charged to Kinross in respect of coverage for 2005 was
$1,117,058 and $775,000 for 2004, no part of which is payable by the directors
or officers of Kinross.
The by-laws and standard indemnity agreements of Kinross also provide
for the indemnification of Kinross' directors and officers from and against any
liability and cost in respect of any action or suit against them in connection
with the execution of their duties of office, subject to the limitations
contained in the Business Corporations Act (Ontario).
COMPENSATION OF DIRECTORS
Effective October 1, 2003 the Board of Directors' adopted a Flat Fee
Structure and the Deferred Share Plan (the "DSU Plan"). In accordance with the
terms of the revised fee structure for the year ended December 31, 2004: outside
director(s) each received an annual retainer of CDN $75,000; the Chairs of the
Compensation, Corporate Governance, Environmental and Nominating Committees each
received an additional annual retainer of CDN $10,000; the Chair of the Audit
Committee received an additional annual retainer of CDN $25,000 and the
Independent Chairman received an additional annual retainer of CDN $125,000. The
flat fee was paid 50% in cash and 50% in deferred share units ("DSU's"). In
addition, such directors were also entitled to the reimbursement of their
expenses.
129
Effective July 1, 2005 the Board of Directors approved a revised flat
fee structure. Under the new fee structure, outside directors each receive a
flat annual fee of CDN $100,000; the Chair of each committee receives an
additional CDN $15,000; members of the Audit Committee receive an additional CDN
$25,000 and the Chair of the Audit Committee receives an additional CDN $40,000.
The Independent Chairman receives an additional CDN $150,000 (but may not
receive additional fees for acting as a committee Chair or for being a member of
the Special Projects Committee). The flat fee is paid 50% in cash and 50% in
DSU's. However, a director who has exceeded his or her minimum DSU's/shares
ownership requirement, as described below, may elect (on an annual basis) to
receive all or a portion of the DSU's compensation in cash. In addition, such
directors were also entitled to the reimbursement of their expenses.
REPORT ON 2005 EXECUTIVE COMPENSATION
COMPOSITION OF THE COMPENSATION COMMITTEE
The Compensation Committee members are Messrs. Oliver (Chairman), Brough
and Huxley, all of whom are independent directors, as defined in the corporate
governance guidelines of the Canadian securities administrators. In carrying out
its mandate, the Compensation Committee met once in the year ended December 31,
2005. The Compensation Committee retained a compensation consultant to assist in
market analysis and receive advice on compensation matters.
EXECUTIVE COMPENSATION PROGRAM
The executive compensation program of Kinross is designed to encourage,
compensate and reward employees on the basis of individual and corporate
performance, both in the short and long term. Base salaries are set at levels
which are competitive with the base salaries paid by similar corporations within
the mining industry. Compensation is directly tied to corporate and individual
performance. Bonuses are directly tied to the performance of Kinross. Share
ownership opportunities are provided as an incentive to align the interests of
senior officers with the longer term interests of shareholders and to reward
past performance.
Compensation for Named Executive Officers, as well as for the senior
officers as a whole, consists of a base salary, bonus, stock options and
restricted share rights.
BASE SALARY
Corporate office base salaries are established at a competitive level.
The level of base salary for each senior officer of Kinross is determined by the
level of responsibility and the importance of the position to Kinross as well as
the experience and overall performance level of such officer.
For 2005, the President and Chief Executive Officer presented salary
recommendations to the Compensation Committee with respect to the senior
officers of Kinross. The Compensation Committee's recommendations for the base
salaries for the senior officers were then submitted for approval by the Board
of Directors of Kinross.
BONUS
The Committee set the proposed bonuses for the 2005 fiscal year of
Kinross for the Named Executives Officers based on the performance of the Chief
Executive Officer and the senior executives with particular emphasis on the
following performance metrics:
(a) shareholder value creation;
(b) corporate financial performance; and
(c) implementation of strategic goals.
130
The Committee also reviewed comparator groups to determine that bonuses
were in line with market expectations.
SHARE INCENTIVE PLAN
The Share Incentive Plan of Kinross is designed to advance the interests
of Kinross by encouraging employees to acquire equity participation in Kinross
through the acquisition of Common Shares. The Share Incentive Plan consists of
the Stock Option Plan and the Share Purchase Plan. Currently the maximum number
of Common Shares issuable pursuant to the Share Incentive Plan is 9,833,333,
representing approximately 2.8% of the number of Common Shares currently issued
and outstanding.
The Compensation Committee may at its absolute discretion amend, modify
or change the provisions of the Share Incentive Plan or any options granted
under the Stock Option Plan provided that such amendment, modification or change
(i) which would materially increase the benefits under the Share Incentive Plan
or any options, (ii) increase the number of Common Shares which may be issued
under the Share Incentive Plan; (iii) materially modify the requirements as to
eligibility for participation under the Share Incentive Plan; or (iv) amend,
modify or change the section of the plan granting authority to the Compensation
Committee to determine exercise periods of options, shall only be effective upon
such amendment, modification or change being approved by the shareholders of
Kinross if required by the relevant stock exchange or any securities regulatory
authority having jurisdiction and the securities of Kinross. Any other changes
or modifications are subject, if required, to regulatory approval.
OPTIONS
The Stock Option Plan of Kinross is administered by the Compensation
Committee. The Stock Option Plan is designed to give each holder of an option an
interest in preserving and maximizing shareholder value in the longer term, to
enable Kinross to attract and retain individuals with experience and ability and
to reward individuals for current and future performance. Employees, officers
and consultants of Kinross (and its affiliates designated by the Compensation
Committee) are eligible as determined by the Compensation Committee to
participate to the Stock Option Plan. The Compensation Committee considers
option grants when reviewing key employee compensation packages. Any grant
recommendations made by the Compensation Committee requires approval by the
Board of Directors of Kinross. In determining the number of options to be
granted, the Compensation Committee gives consideration to an individual's
present and potential contribution to the success of Kinross.
The number of options, which may be issued under the Stock Option Plan
in the aggregate and in respect of any fiscal year, is limited under the terms
of the Stock Option Plan and cannot be increased without shareholder and
regulatory approval. The exercise price per share is not less than the closing
price of the Common Shares on the TSX on the trading day preceding the day on
which the option is granted. Each option is for a term of five years. The
vesting period of options is at the discretion of the Compensation Committee,
but as matter of practice the vesting period of options are one-third after the
first anniversary of the grant, one-third after the second anniversary of the
grant and one-third after the third anniversary of the grant.
The maximum number of Common Shares issuable under the Stock Option Plan
is currently set at 7,166,667 in the aggregate, representing 2.1% of the
outstanding number of Common Shares. The maximum number of Common Shares
issuable to insiders, at any time, pursuant to the Share Incentive Plan and all
other compensation arrangements of Kinross is limited to 10% of the total
numbers of Common Shares outstanding. The maximum number of Common Shares issued
to insiders pursuant to the Share Incentive Plan within a one-year period, is
limited to 10% of the total number of Common Shares then outstanding. These
restrictions on the number of Common Shares issuable or issued to insiders under
the Stock Option Plan were adopted by the Board of Directors of Kinross on
December 21, 2005, in accordance with TSX Staff Notice 2005-0001. The maximum
number of Common Shares issuable to any one insider and such insider's
associates pursuant to the Stock Option Plan, within a one year period, is
limited to 5% of the total of Common Shares then outstanding. The maximum number
of Common Shares reserved for issue to any one person under the Stock Option
Plan is limited to 5% of the outstanding number of Common Shares from time to
time.
131
Options are not assignable. Upon termination or retirement of a
participant, his or her options if then exercisable may be exercised within 60
days. Notwithstanding the foregoing, in the event of a retirement or a
termination, the Compensation Committee may determine when any option shall
become exercisable. In the event of a change of control all options outstanding
shall become immediately exercisable.
The initial grants of options to officers and employees of Kinross and
options granted by and inherited from Kinross' predecessor companies were
ratified by the full Board of Directors of Kinross. All subsequent grants were
reviewed by the Compensation Committee and recommended to and approved by the
Board of Directors of Kinross.
On December 21, 2005, the Board of Directors amended the Stock Option
Plan to extend the expiry term of options issued after December 21, 2005 which
expire during a corporate blackout trading period to the 10th business day
following the expiry of such blackout. This amendment is subject to
shareholders' approval.
SHARE PURCHASE PLAN
For the year ended December 31, 2005, employees of Kinross or designated
affiliates were entitled to contribute up to 10% of their annual base salary to
the Share Purchase Plan. Kinross matches as to 50% of the participant's
contribution on a quarterly basis and each participant is then issued Common
Shares having a value equal to the aggregate amount contributed to the Share
Purchase Plan by the participant and by Kinross. The purchase price per share is
the weighted average closing price of the Common Shares on the TSX, for
participants resident in Canada, or the NYSE, for participants resident in the
United States, for the 20 consecutive trading day period prior to the end of the
calendar quarter in respect of which the Common Shares are issued. Such Common
Shares are delivered to participants six months following their date of issue.
In the event of termination of employment or death of an employee, any portion
of the participant's contribution then held in trust shall be paid to the
participant or his or her estate and any portion of Kinross' contribution shall
be returned to Kinross. In addition, any Common Shares held in safekeeping will
be purchased for cancellation at an amount equal to the participant's
contribution and the proceeds will be paid to the participant or the shares will
vest after six months and issued to the participant at the participant's
election. The maximum number of Common Shares issuable under the Share Purchase
Plan is currently set at 2,666,666 Common Shares in the aggregate.
RESTRICTED SHARE RIGHTS
The Restricted Share Plan of Kinross is administrated by the
Compensation Committee. The purpose of the Restricted Share Plan is to advance
the interests of Kinross through the motivation, attraction and retention of
employees, officers and consultants of Kinross and to secure for Kinross and its
shareholders the benefits inherent in the ownership of Common Shares to key
employees, directors and consultants of Kinross. Restricted share rights
("Restricted Share Rights") may be granted by the Compensation Committee to
employees, officers and consultants of Kinross as a discretionary payment in
consideration of past services to Kinross. In determining the eligibility of
participants to the Restricted Share Plan, the Compensation Committee considers
the present and potential contributions and the services rendered by each
particular participant to the success of Kinross.
A Restricted Share Right is exercisable for no additional consideration
into one Common Share on the later of: (i) the end of a restricted period of
time wherein a Restricted Share Right cannot be exercised as determined by the
Committee ("Restricted Period"); and (ii) a date determined by an eligible
participant that is after the Restricted Period and before a participant's
retirement date or termination date (a "Deferred Payment Date"). The maximum
number of Common Shares issuable under the Restricted Share Plan is currently
set at 1,333,333. The maximum number of Common Shares issuable at any time to
insiders pursuant to the Restricted Share Plan and all other compensation
arrangements of Kinross' 10% of the total number of Common Shares outstanding.
The maximum number of Common Shares issued to insiders pursuant to the
Restricted Share Plan and all other compensation arrangements of Kinross, within
a one-year period, is limited to 10% of the total number of Common Shares then
outstanding. These restrictions to the number of Common Shares issuable or
issued to insiders under the Restricted Share Plan were adopted by the Board of
Directors on December 21, 2006 in accordance with TSX Staff Notice 2005-0001.
The maximum number of Common Shares issuable to any one insider and such
insider's associates pursuant to the Restricted Share Plan, within a one-year
year period, is limited to 5% of the total number of Common
132
Shares then outstanding. The maximum number of Common Shares reserved for issue
to any one person under the Restricted Share Plan is limited to 5% of the total
number of Common Shares then outstanding. The maximum number of Common Shares
reserved for issue to any one person under the Restricted Share Plan is limited
to 5% of the number of Common Shares outstanding from time to time.
The grant of a Restricted Share Right is evidenced by a Restricted Share
Rights agreement between a participant and Kinross which is subject to the
Restricted Share Plan and may be subject to other terms and conditions that are
not inconsistent with the Restricted Share Plan and which the Compensation
Committee deems appropriate.
Canadian participants seeking to set a Deferred Payment Date must give
Kinross at least 60 days notice prior to the expiration of the Restricted Period
in order to effect such change. Canadian participants electing to change a
Deferred Payment Date must give Kinross prior written notice not later than 60
days prior to the Deferred Payment Date.
In the event of a participant's retirement or termination during a
Restricted Period, any Restricted Share Rights automatically terminate, unless
otherwise determined by the Committee. In the event of the retirement or
termination after the Restricted Period and prior to any Deferred Payment Date,
any Restricted Share Rights shall be immediately exercised without any further
action by the participant and Kinross shall issue Restricted Shares and any
dividends declared but unpaid to the participant. In the event of death or
disability, such Restricted Share Rights shall be immediately exercised.
If a participant holds Restricted Share Rights that are subject to a
Restricted Period, the Committee shall have the discretion to pay a participant
cash equal to any cash dividends declared on the Common Shares at the time such
dividends are ordinarily paid to holders of the Common Shares. Kinross shall pay
such cash dividends, if any, to those participants that hold Restricted Share
Rights that are no longer subject to a Restricted Period and are exercisable at
a Deferred Payment Date.
Restricted Share Rights are not assignable.
In the event of a change of control, all Restricted Share Rights shall
be immediately exercised notwithstanding the Restricted Period and any
applicable Deferred Payment Date.
The Restricted Share Plan may be amended by the Compensation Committee
from time to time provided that any amendment that: (i) materially increases the
benefits under the Restricted Share Plan; (ii) increases the number of Common
Shares issuable under the Restricted Share Plan; or (iii) materially modifies
the requirements as to eligibility for participation in the Restricted Share
Plan shall only be effective upon such amendment being approved by the
shareholders of Kinross, if required by the relevant stock exchanges or any
other regulatory authority having jurisdiction over the securities of Kinross.
The Restricted Share Plan shall remain in effect until terminated by the
Directors.
PRESIDENT AND CHIEF EXECUTIVE COMPENSATION FOR 2005
Mr. Tye W. Burt was appointed President and Chief Executive Officer of
Kinross in March 2005. Mr. Burt was paid a base salary of $471,430 in 2005,
which was in the view of the Board of Directors, an appropriate salary
consistent with salaries paid in the industry and for securing Mr. Burt's
employment with Kinross at the time his employment offer was made.
Mr. Burt was instrumental in restructuring the upper and lower levels of
management of Kinross and in streamlining the operations of Kinross. He was
successful in adding to the senior management team highly skilled members such
as the new Sr. Vice President, Corporate Development and the Sr. Vice President,
Human Resources. Under Mr. Burt's leadership, the operational management
structure also evolved to more regional structure.
133
Mr. Burt was also successful in negotiating further extensions for the
Crown transaction and in bringing a conclusion to the regulatory review of
Kinross' financial statements and completed the restatement process. He was also
instrumental in selecting and retaining new auditors for Kinross.
Mr. Burt conducted with the senior management team, a full review of the
contributions of each of Kinross' assets. Under Mr. Burt's leadership, Kinross
delivered on its operational objectives, including reaching its costs and
production targets, achieving the restart of the Refugio mine, moving forward
with the Paracatu expansion and commencing capital projects at Round Mountain
and Fort Knox. Under Mr. Burt's direction, an aggressive exploration program,
most notably at Paracatu, yielded significant increases in mineral reserves.
Overall from the December 31, 2004 reserves compared to the December 31, 2005
reserves, Kinross reported an increase of 27% in total mineral reserves to 24.7
million ounces.
Mr. Burt brought Kinross' focus on strategic objectives to maximize net
asset value and cash flow through a four-point plan built on growth from core
operations; expanding capacity for the future, attracting and retaining the best
people in the industry; and driving new opportunities through exploration and
acquisition. As part of this program Kinross successfully realized proceeds from
the disposition of redundant and non-core assets, such as the Norseman property,
the Aquarius property and equity positions in small companies.
In addition, Mr. Burt took a very active role to enhance Kinross'
profile with investors with very positive results.
As a result of his achievements, Mr. Burt received a bonus of $660,320
for the year 2005. No options or Restricted Share Rights were granted to Mr.
Burt in 2005 as a result of the regulatory management cease trade order.
Consequently, the Compensation Committee deferred its decision to grant Mr. Burt
incentive securities until the lifting of the management cease trade order. In
April 2006, Mr. Burt was granted 150,000 options and 60,000 Restricted Share
Rights as part of his annual compensation which would have normally occurred in
December 2005. Mr. Burt declined to receive an additional 6,000 Restricted Share
Rights which had been offered to him as part of his 2005 compensation.
Upon being hired, Mr. Burt was promised a number of Restricted Share
Rights and options or an alternative cash payment to replace the benefits in
incentive securities he forfeited upon his resignation as an officer of Barrick
Gold Corporation. As a result, Mr. Burt was granted 450,000 stock options and
379,609 Restricted Share Rights and was paid $1,238,100 in April 2006 after the
end of the management cease trade order and corporate black-out period.
The foregoing report dated April 3, 2006, has been furnished by the
Chairman of the Compensation Committee on the Committee's behalf.
(Signed) John E. Oliver
134
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following chart compares the yearly percentage changes in the
cumulative total shareholder return on the Common Shares against the cumulative
total shareholder return of the S&P/TSX Composite Index and the S&P/TSX
Composite Gold and Silver Index for the period December 31, 2000 to December 31,
2005.
COMPARISON OF CUMULATIVE TOTAL SHAREHOLDER RETURN ON THE COMMON SHARES,
THE TSX 300 INDEX AND THE TSX GOLD AND SILVER INDEX
[PERFORMANCE GRAPH]
-------------------------------------------------------- ---------- ---------- ---------- ---------- ---------- ----------
2000 2001 2002 2003 2004 2005
-------------------------------------------------------- ---------- ---------- ---------- ---------- ---------- ----------
Kinross Gold Corporation 100.00 146.91 477.78 424.69 347.74 441.98
-------------------------------------------------------- ---------- ---------- ---------- ---------- ---------- ----------
S&P/TSX Composite Index 100.00 87.43 76.55 97.01 111.06 137.85
-------------------------------------------------------- ---------- ---------- ---------- ---------- ---------- ----------
S&P/TSX Composite Index - Metals & Mining (Industry) 100.00 115.69 125.94 168.76 172.24 214.99
-------------------------------------------------------- ---------- ---------- ---------- ---------- ---------- ----------
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table provides details of compensation plans under which
equity securities of Kinross are authorized for issuance as of the years ended
December 31, 2004 and 2005.
135
EQUITY COMPENSATION PLAN INFORMATION
========================= ============================ =========================== ================================
NUMBER OF SECURITIES TO BE
ISSUED UPON EXERCISE OF WEIGHTED-AVERAGE PRICE OF NUMBER OF SECURITIES REMAINING
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, AVAILABLE FOR FUTURE ISSUANCE
WARRANTS AND RESTRICTED WARRANTS AND RESTRICTED UNDER EQUITY COMPENSATION
SHARE RIGHTS(1) SHARE RIGHTS plans(2)
PLAN CATEGORY 2004/2005 2004/2005 2004/2005
------------------------- ---------------------------- --------------------------- --------------------------------
Equity compensation 2,256,505 / 2,440,539 $9.07/8.51 3,089,272/3,216,130
plans approved by options Nil 747,167/772,546
securityholders 532,605/457,547
restricted share rights
------------------------- ---------------------------- --------------------------- --------------------------------
Equity compensation Nil N/A N/A
plans not approved by
securityholders
------------------------- ---------------------------- --------------------------- --------------------------------
Total 2,256,505/2,440,539 $9.07/8.51 3,089,272/3,216,130
options Nil 701,413/772,546
532,605/457,547
restricted share rights
========================= ============================ =========================== ================================
-------------------------
(1) Represents the number of Common Shares reserved for issuance upon exercise
of outstanding options (including options granted under acquired companies'
plans) and restricted share rights. Does not include grants made in April
2006 which are reported under "Statement of Executive Compensation". See
note (3) below.
(2) Based on the maximum number of Common Shares reserved for issuance upon
exercise of options under the Stock Option Plan of 7,833,333 and under the
Restricted Share Plan of 1,333,333.
(3) In addition, 564,473 Common Shares (as of December 31, 2004) and 350,416
Common Share (as of December 31, 2005) remained available for issuance
under the Share Purchase Plan. Note that in April 2006 1,646,650 options
and 887,476 Restricted Shares were issued to officers and employees.
See detailed descriptions of Kinross' Share Incentive Plan and
Restricted Share Plan under "Report on Executive Compensation."
136
--------------------------------------------------------------------------------
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 April 14, 2006, and information as to the ownership
of Kinross common shares by each of its directors and by all directors and
executive officers as a group. Except as otherwise indicated, all shares are
owned directly, and the persons named in the table have sole voting and
investment power with respect to shares shown as beneficially owned by them.
Amount and Nature of Percent of Kinross'
Name and Address of Beneficial Owner(1) Beneficial Ownership(1) Common Shares
---------------------------------------------- ------------------------- ----------------------
AMVESCAP PLC
11 Devonshire Square
London EC2M 4YR
England 31,001,964 8.94%
Barclays Global Investors, N.A.
45 Fremont Street
San Francisco, CA 94105 20,211,983 5.83%
John A. Brough 2,916 (2)
Tye W. Burt(3) 1,042,235 (2)
Scott A. Caldwell(4) 270,256 (2)
John K. Carrington 0 (2)
Richard S. Hallisey 0 (2)
John M. H. Huxley 41,603 (2)
John A. Keyes 11,666 (2)
Catherine McLeod-Seltzer 0 (2)
George F. Michals 102,917 (2)
John E. Oliver 7,360 (2)
Terence C.W. Reid 0 (2)
EXECUTIVE OFFICERS (2)
Tye W. Burt See above (2)
Thomas M. Boehlert(5) 129,900 (2)
Scott A. Caldwell See above (2)
John W. Ivany(6) 262,869 (2)
Hal Kirby(7) 103,500 (2)
All Directors, nominees for director,
and executive officers as a group
twenty-four (24) persons 1,975,222 (2)
-------------------------
(1) The information in the foregoing table is based on 346,968,096 Kinross
common shares outstanding as of April 14, 2006. With respect to AMVESCAP
PLC and Barclays Global Investors, N.A., this information is based on the
filings of these entities under section 13 of the Securities and Exchange
Act of 1934.
(2) Less than 1%.
(3) Includes 600,000 options to purchase common shares and 439,609 restricted
stock awards.
(4) Includes 153,376 options to purchase common shares and 58,349 restricted
share awards.
(5) Includes 82,500 options to purchase common shares and 47,400 restricted
stock awards.
(6) Includes 173,120 options to purchase common shares and 60,501 restricted
stock awards.
(7) Includes 74,260 options to purchase common shares and 13,013 restricted
stock awards.
137
--------------------------------------------------------------------------------
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 and the trading volume.
Kinross Common Shares on Kinross Common Shares on the
the TSX NYSE
----------------------------------------------------------------
High Low High Low
----------------------------------------------------------------
(CDN Dollars) (CDN Dollars) (U.S. Dollars) (U.S. Dollars)
Fiscal Year Ending December 31, 2001 5.19 1.98 3.60 1.32
Fiscal Year Ending December 31, 2002 13.32 3.51 8.70 2.14
Fiscal Year Ending December 31, 2003 12.33 7.72 9.22 5.23
Fiscal Year Ending December 31, 2004 10.99 6.66 8.56 4.79
First Quarter 10.99 8.54 8.56 6.40
Second Quarter 9.85 6.66 7.53 4.79
Third Quarter 8.66 6.67 6.91 5.03
Fourth Quarter 10.05 8.07 8.41 6.33
Fiscal Year Ending December 31, 2005 11.00 6.17 9.42 4.61
First Quarter 8.87 7.12 7.33 5.87
Second Quarter 7.57 6.17 6.20 4.61
Third Quarter 9.39 6.76 8.05 5.52
Fourth Quarter 11.00 7.63 9.42 6.49
Preceding Six Months
October 9.05 7.63 7.80 6.49
November 9.50 7.92 8.10 6.67
December 11.00 8.82 9.42 7.61
January 13.68 10.95 11.94 9.53
February 13.33 10.37 11.65 9.10
March 12.85 12.85 11.17 8.77
April (through April 17) 13.20 13.20 11.54 10.57
As of January 31, 2006, there were 4,599 holders of record of Kinross
common shares (including holders who are nominees for an undetermined number of
beneficial owners).
138
--------------------------------------------------------------------------------
KINROSS SELECTED FINANCIAL DATA
--------------------------------------------------------------------------------
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 should be read in
conjunction with the audited consolidated financial statements of Kinross for
the three years ended December 31, 2005, and the notes thereto included in this
Proxy Statement/Prospectus, and Kinross' management's discussion and analysis of
financial condition and results of operations included in this Proxy
Statement/Prospectus. The financial information as at December 31, 2005 and
2004, and for the years ended December 31, 2005, 2004, and 2003, is derived from
the audited consolidated financial statements of Kinross for the three years
ended December 31, 2005, included in this Proxy Statement/Prospectus.
Kinross prepares its consolidated financial statements in accordance with
CDN GAAP, which differ in certain respects from generally accepted accounting
principles in the United States, utilizing the U.S. $ as its functional and
reporting currency. All financial data presented below are in millions of
dollars, except per share data and number of shares outstanding.
Readers should read Note 21 to the audited consolidated financial
statements for the three years ended December 31, 2005, for a reconciliation of
the financial statements to U.S. GAAP.
139
--------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------
2005 2004 2003 2002 2001
------------ ------------ ------------ ------------ ------------
(CDN GAAP) (3) (3)(4) (3)(4)
FOR THE PERIOD:
Metal Sales $ 725.5 $ 666.8 $ 571.9 $ 261.0 $ 270.1
Net loss $ (216.0) $ (63.1) $ (474.2) $ (30.4) $ (36.4)
Net loss attributable to
common shareholders $ (216.0) $ (63.1) $ (442.2) $ (30.4) $ (36.4)
Weighted average common
shares outstanding
(millions)
--Basic and diluted $ 345.2 $ 346.0 $ 308.6 $ 119.7 $ 104.5
PER COMMON SHARE:
Net loss--basic and diluted $ (0.63) $ (0.18) $ (1.43) $ (0.25) $ (0.35)
Cash dividends to common
shareholders $ -- $ -- $ -- $ -- $ --
Dividends declared per
common share $ -- $ -- $ -- $ -- $ --
FOR THE PERIOD:
Cash flow provided from
operating activities $ 133.7 $ 161.2 $ 83.0 $ 49.1 $ 68.2
Cash flow provided from (used
in) financing activities $ 35.7 $ 82.6 $ 34.6 $ 75.4 $ (39.7)
Cash flow used in
investing activities $ (121.1) $ (442.3) $ (50.1) $ (37.9) $ (24.8)
Capital expenditures $ 142.4 $ 169.5 $ 73.4 $ 22.6 $ 30.4
--------------------------------------------------------------------
AS AT DECEMBER 31,
--------------------------------------------------------------------
2005 2004 2003 2002 2001
------------ ------------ ------------ ------------ ------------
(CDN GAAP) (3) (3)(4) (3)(4)
AT PERIOD END:
Cash and cash equivalents $ 97.6 $ 47.9 $ 245.8 $ 170.6 $ 81.0
Current assets 241.9 203.6 402.3 246.2 138.7
Total assets 1,698.1 1,834.2 1,794.5 598.0 577.6
Current liabilities 177.9 176.0 150.5 73.8 76.7
Long-term debt(1) 162.0 125.5 33.1 148.5 172.8
Convertible preferred shares
of subsidiary company 14.1 13.3 12.6 12.9 48.0
Net shareholders' equity 1,076.1 1,287.1 1,356.5 311.1 232.9
Working capital 64.0 27.6 251.8 172.4 62.0
140
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------
(U.S. GAAP) 2005 2004 2003 2002 2001
------------ ------------ ------------ ------------ ------------
FOR THE PERIOD: (4)
Net earnings (loss) $ (186.9) $ (43.2) $ (505.9) $ 1.9 $ (31.7)
Net earnings (loss)
attributable to common (186.9) (43.2) (505.9) 1.9 (31.7)
shareholders
Net income (loss) per share- $ (0.54) $ (0.12) $ (1.64) $ 0.02 $ (0.30)
basic and diluted
Cash flow provided from
operating activities 133.7 161.2 83.0 27.0 42.1
Cash flow provided from
(used in) financing
activities 35.7 82.6 32.3 74.7 (6.5)
Cash flow used in
investing activities (121.1) (442.3) (18.4) (34.4) (23.3)
AS AT DECEMBER 31,
--------------------------------------------------------------------
(U.S. GAAP) 2005 2004 2003 2002 2001
------------ ------------ ------------ ------------ ------------
AT PERIOD END: (4)
Current assets $ 241.9 $ 199.0 $ 402.6 $ 204.6 $ 123.6
Current liabilities 177.9 176.0 173.2 90.2 69.9
Total assets 1,705.2 1,811.3 1,774.1 611.2 526.2
Long-term debt(2) 162.0 125.5 33.1 159.9 184.9
Net shareholders' equity 1,078.8 1,260.9 1,799.8 302.2 183.1
Working capital 64.0 23.0 229.4 114.4 53.7
-------------------------
(1) Includes long-term debt (current and long-term portions), the debt
component of Kinross' 5.5% convertible subordinated unsecured debentures
and Kinross' redeemable retractable preferred shares.
(2) Includes long-term debt (current and long-term portions), Kinross' 5.5%
convertible subordinated unsecured debentures and Kinross' redeemable
retractable preferred shares.
(3) Reflects the restatement for the change in accounting for the equity
component of convertible debentures.
(4) Reflects the impact of the adoption of SFAS 143 and CICA Handbook Section
3110 "Accounting for Asset Retirement Obligations."
EXCHANGE RATE DATA
References in this document to "U.S. dollars," or "U.S. $" are to the
currency of the United States and references to "Canadian dollars," or "CDN $"
are to the currency of Canada. Solely for your convenience, we have provided the
following exchange rate information. You should not take this information as an
assurance that the Canadian dollar amounts currently represent U.S. dollar
amounts or could be converted into U.S. dollars at the rate indicated or at any
other rate, at any time.
141
The following table sets forth, for each period indicated, the high and
low exchange rates for one United States dollar expressed in Canadian dollars,
the average of such exchange rates during such period, and the exchange rate at
the end of such period, based upon the noon buying rate as reported by the Bank
of Canada:
Exchange Rates
-----------------------------------------------------------------
High Low Average Period End
----------- ------------- ------------- --------------
(Canadian Dollars)
Fiscal Year Ended December 31, 2001 1.6021 1.4936 1.5484 1.5926
Fiscal Year Ended December 31, 2002 1.6132 1.5110 1.5704 1.5796
Fiscal Year Ended December 31, 2003 1.5747 1.2924 1.5102 1.2924
Fiscal Year Ended December 31, 2004 1.3968 1.1774 1.3595 1.2036
First Quarter 1.3476 1.2692 1.3178 1.3105
Second Quarter 1.3968 1.3093 1.3595 1.3404
Third Quarter 1.3348 1.2639 1.3072 1.2639
Fourth Quarter 1.2725 1.1774 1.2203 1.2036
Fiscal Year Ended December 31, 2005 1.2704 1.1507 1.2439 1.1611
First Quarter 1.2566 1.1987 1.2267 1.2096
Second Quarter 1.2704 1.2147 1.2439 1.2256
Third Quarter 1.2432 1.1611 1.2012 1.1611
Fourth Quarter 1.1961 1.1507 1.1733 1.1659
Fiscal Year Ended December 31, 2005
First Quarter 1.1726 1.1322 1.1547 1.1671
As of April 17, 2006, the noon buying rate as reported by the Bank of
Canada was CDN $1.1453 per U.S. $1.00. This information should not be construed
as a representation that the Canadian dollar amounts actually represent, or
could be converted into, U.S. dollars at the rate indicate.
--------------------------------------------------------------------------------
KINROSS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2005
This MD&A relates to the financial condition and results of operations
of Kinross Gold Corporation together with its wholly owned subsidiaries as of
March 29, 2006, and is intended to supplement and complement Kinross Gold
Corporation's audited consolidated financial statements for the year ended
December 31, 2005 and the notes thereto. Readers are cautioned that the MD&A
contains forward-looking statements and that actual events may vary from
management's expectations. Readers are encouraged to consult Kinross Gold
Corporation's audited consolidated financial statements and corresponding notes
to the financial statements which are available on Kinross' website
WWW.KINROSS.COM and on WWW.SEDAR.COM. The consolidated financial statements and
MD&A are presented in U.S. dollars and have been prepared in accordance with
Canadian generally accepted accounting principles ("CDN GAAP"). Reconciliation
to United States generally accepted accounting principles is provided in Note 21
to the financial statements. This discussion addresses matters we consider
important for an understanding of our financial condition and results of
operations as of and for the year ended December 31, 2005, as well as our
outlook.
142
This section contains forward-looking statements and should be read in
conjunction with the risk factors described in "Risk Analysis." In certain
instances, references are made to relevant notes in the consolidated financial
statements for additional information.
Where we say "we," "us," "our," the "Company," or "Kinross," we mean
Kinross Gold Corporation or Kinross Gold Corporation and it subsidiaries, as it
may apply. Where we refer to the "industry," we mean the gold mining industry.
OVERVIEW
Kinross Gold Corporation is engaged in gold mining and related
activities, including exploration and acquisition of gold-bearing properties,
extraction, processing and reclamation. Kinross' gold production and exploration
activities are carried out principally in the United States, Canada, Brazil,
Chile, Russia, and Africa. Gold, Kinross' primary product, is produced in the
form of dore, which is shipped to refineries for final processing. Kinross also
produces and sells a limited amount of silver.
The profitability and operating cash flow of Kinross is affected by
various factors, including the amount of gold and silver produced, the market
prices of gold and silver, operating costs, interest rates, regulatory and
environmental compliance, general and administrative costs, the level of
exploration and capital expenditures, and other discretionary costs. Due to the
global nature of Kinross' operations, exposure also arises from fluctuations in
foreign currency exchange rates and varying levels of taxation. While Kinross
seeks to manage the level of risk associated with its business, many of the
factors affecting these risks are beyond Kinross' control.
SEGMENT PROFILE
Segments are operations reviewed by the Chief Operating Decision Maker
(Chief Executive Officer). Reportable segments are identified based on
quantitative thresholds, which are those operations whose revenues, earnings
(loss) or assets are greater than 10% of the total consolidated revenues,
earnings (loss) or assets of all the reportable segments. In addition, Kinross
evaluates qualitative factors, such as which operations are considered
significant and ongoing by the Chief Operating Decision Maker. Less significant
properties that are either producing or in development prior to commercial
production are classified as other operations. Operations under care and
maintenance or shutdown (properties in the reclamation phase), less significant
non-mining operations and other operations not meeting these thresholds are
included in Corporate and other.
============================================================================================================
OWNERSHIP PERCENTAGE
--------------------------------------
2005 2004 2003 (a)
------------------------------------------------------------------------------------------------------------
OPERATING SEGMENTS LOCATION
Fort Knox Operator U.S.A. 100% 100% 100%
Paracatu (b) Operator Brazil 100% 100% 49%
Round Mountain Operator U.S.A. 50% 50% 50%
Porcupine Joint Venture Non-operator Canada 49% 49% 49%
La Coipa Non-operator Chile 50% 50% 50%
Crixas Non-operator Brazil 50% 50% 50%
Musselwhite Non-operator Canada 32% 32% 32%
Other operations (c) Operator Various Various Various Various
CORPORATE AND OTHER (d)
------------------------------------------------------------------------------------------------------------
(a) The results of operations for 2003 include only 11 months (February through
December) of operating and financial results for the mines acquired in the
TVX/Echo Bay transaction.
(b) The acquisition of the remaining 51% of Paracatu was completed on December
31, 2004. Therefore, Kinross' 49% proportionate share of Paracatu's
operating results is included for the years ended December 31, 2004 and
2003.
(c) Other operations include Kettle River, Refugio, Gurupi and Kubaka. Results
for 2003 include Kinross' portion of Kubaka's financial results (54.7%
until February 28, 2003, and 100% thereafter).
(d) Corporate and other includes, among other assets, New Britannia, Lupin and
Aquarius.
143
COMPARABILITY OF PERIODS
On January 31, 2003, Kinross combined its operations with those of TVX
and Echo Bay. This transaction is fully described in Note 5 of the consolidated
financial statements. As a result, comparative numbers for 2003 include only the
results of 11 months of operations for the mines acquired in this combination.
In addition, Kinross acquired the remaining 51% interest in the Paracatu mine in
Brazil on December 31, 2004. Consequently, the results from operations for 2003
and 2004 include results from only 49% from the mine.
CONSOLIDATED FINANCIAL AND OPERATING HIGHLIGHTS
=====================================================================================================================
YEARS ENDED DECEMBER 31, CHANGE
---------------------------------------------------------------------------------------------------------------------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 2005 2004 2003 (a) 05 vs (04) 04 vs (03)
---------------------------------------------------------------------------------------------------------------------
Gold equivalent ounces - produced 1,608,805 1,653,784 1,620,410 (3%) 2%
Gold equivalent ounces - sold (b) 1,627,675 1,654,617 1,600,246 (2%) 3%
Gold ounces - sold 1,575,267 1,585,109 1,541,577 (1%) 3%
Revenue $ 725.5 $ 666.8 $ 571.9 9% 17%
Cost of sales (excludes accretion, depreciation,
depletion and amortization) $ 448.1 $ 402.4 $ 362.0 11% 11%
Accretion and reclamation $ 56.0 $ 21.4 $ 9.0 162% 138%
Impairment of goodwill $ 8.7 $ 12.4 $ 394.4 (30%) (97%)
Impairment of property, plant and equipment $ 171.9 $ 46.1 $ 15.2 273% 203%
Net loss $ (216.0) $ (63.1) $ (474.2) (242%) 87%
Net loss attributable to common shares $ (216.0) $ (63.1) $ (442.2) (242%) 86%
Basic and diluted loss per share $ (0.63) $ (0.18) $ (1.43) (250%) 87%
Cash flow from operating activities $ 133.7 $ 161.2 $ 83.0 (17%) 94%
Total assets $ 1,698.1 $ 1,834.2 $ 1,794.5 (7%) 2%
Long-term financial liabilities $ 429.7 $ 357.4 $ 274.2 20% 30%
---------------------------------------------------------------------------------------------------------------------
(a) 2003 results include TVX and Echo Bay properties for the 11 months from
February to December only.
(b) Gold equivalent ounces include silver ounces produced converted to gold
based on the ratio of the average spot market prices for the commodities
for each year. The ratios were 2005-60.79:1, 2004-61.46:1 and 2003-74.79:1.
CONSOLIDATED FINANCIAL PERFORMANCE
Kinross recorded a loss attributable to common shareholders of $216.0
million, or $0.63 per share, for the twelve months ended December 31, 2005,
compared with a loss of $63.1 million, or $0.18 per share, in 2004 and a loss of
$442.2 million, or $1.43 per share, in 2003. Financial results in 2005 were
negatively affected by total impairment charges of $184.7 million, which
included charges to property, plant and equipment of $171.9 million and goodwill
of $8.7 million. During 2005, decreased sales were offset by higher realized
gold prices resulting in a 9% increase in revenue. Increased gold sales along
with higher gold prices resulted in a 17% increase in revenue in 2004, compared
with 2003. Equivalent gold ounces sold increased from 1,600,246 ounces in 2003,
to 1,654,617 ounces in 2004 and 1,627,675 in 2005. The increase from 2003 to
2004 was primarily due to the inclusion of the TVX and Echo Bay properties for
the full 12 months in 2004.
The impairment charges of $184.7 million included a charge on the Fort
Knox mine of $141.8 million. During the year a strategic review was conducted on
the Fort Knox operation. The review was done in light of higher electricity and
fuel costs, the metallurgical performance at True North and slope stability
issues at the southwest wall of the pit. As a result of the review, the True
North and Gil deposits were reclassified from reserves to resources, Kinross
decided to withdraw from the Ryan Lode project, which had been included in
reserves, and design changes were made to the Fort Knox pit, all of which
contributed to the write-down. The strategic review determined that at a gold
price of $450 per ounce it would be profitable to include the resources in the
Fort Knox life of mine plan, to be mined after the depletion of the initial pit
and partially through heap leach. The heap leach is presently being tested with
favorable results.
144
Kinross utilized the same impairment methodology as in 2004, using
nominal prices and cost assumptions reflecting inflation and currency impacts.
The gold price assumptions were based on gold price forecasts by an independent
external research firm as well as other external market data.
Between 2003 and 2005, Kinross experienced increases in the costs of
fuel, power, labor and other production costs. In addition, the weakening of the
U.S. dollar increased costs at Kinross' mines located outside the United States.
General and administrative expenses increased to $45.3 million, from $36.4
million in 2004 and $25.0 million in 2003. The increase was largely due to costs
related to a regulatory review and subsequent restatement, as well as increased
severance costs. Accretion and reclamation expense increased to $56.0 million in
2005, from $21.4 million in 2004 and $9.0 million in 2003. Included in accretion
and reclamation expense for 2005 is $46.0 million related to increases in the
fair value estimate of the reclamation liabilities, resulting from changes to
cost estimates, at mines no longer in production.
Cash flow from operations during 2005 decreased by $27.5 million to
$133.7 million. Cash flow from operations in 2004 of $161.2 million represented
a 94% increase from the $83.0 million in 2003. The decrease in operating cash
flow in 2005 was the result of higher operating costs and changes in working
capital requirements, partially offset by higher gold prices. The increase in
operating cash flow between 2003 and 2004 was largely the result of higher gold
price and an increase in the number of ounces sold.
Continuing from the acquisition of TVX and Echo Bay, Kinross has pursued
a growth strategy. Cash used on additions to property, plant and equipment was
$142.4 million in 2005, $169.5 million in 2004 and $73.4 million in 2003. In
addition, cash of $261.2 million was used to acquire the remaining 51% interest
in the Paracatu mine in 2004. Kinross financed these expenditures largely with
cash provided by operating activities, existing cash balances and long-term
debt. Kinross' balance of cash and cash equivalents decreased from $245.8
million at December 31, 2003 to $97.6 million at December 31, 2005. Long-term
debt during the same period increased from $30.1 million to $159.3 million.
RESERVES
At December 31, 2005, Kinross had proven and probable mineral reserves
of 24.7 million ounces of gold, compared with 19.4 million at the end of 2004.
This represents a 27% increase despite the depletion of 1.8 million contained
gold ounces through mining and a reduction of 2.0 million contained gold ounces
resulting from an asset sale and reclassifications to resources. The reserve
additions of 9.1 million ounces were largely the result of successful
exploration efforts at Paracatu and Round Mountain, and the decision to proceed
with a pit expansion at Round Mountain. A higher gold price assumption also had
a positive impact on the reserve calculations. Reserves at December 31, 2005,
were estimated based on gold price of $400 per ounce, versus $350 per ounce at
December 31, 2004.
145
IMPACT OF KEY ECONOMIC TRENDS
PRICE OF GOLD
[PERFORMANCE GRAPH]
The price of gold is the largest single factor in determining
profitability and cash flow from operations. Accordingly, the financial
performance of Kinross has been, and is expected to continue to be, closely
linked to the price of gold. Historically, the price of gold has been subject to
volatile price movements over short periods of time and is affected by numerous
macroeconomic and industry factors that are beyond Kinross' control. Some of the
major influences on the gold price are currency exchange rate fluctuations and
the relative strength of the U.S. dollar, the supply of and demand for gold, and
macroeconomic factors such as the level of interest rates and inflation
expectations.
CURRENCY FLUCTUATIONS
[PERFORMANCE GRAPH]
146
Kinross receives its revenues through the sale of gold in U.S. dollars.
However, for Kinross' non-U.S. operations, a portion of the operating costs and
capital expenditures are denominated in the local currency. Changes in foreign
exchange rates have an impact on Kinross' operating costs and capital
expenditures, affecting profitability and cash flow. Kinross' operations outside
of the U.S. are located in Canada, Brazil, Chile and Russia. Since 2003, the
currencies of the countries in which Kinross operates have strengthened against
the U.S. dollar, as highlighted in the graph above. As those foreign currencies
have risen, local costs incurred in those countries, when measured in U.S.
dollars, have increased. Since the beginning of 2003, as measured against the
U.S. dollar, the Canadian dollar has appreciated by 35%, the Brazilian real by
51%, the Chilean peso by 39% and the Russian ruble by 10%. During 2005, the
Canadian dollar, Brazilian real and Chilean peso appreciated against the U.S.
dollar by 3%, 13% and 8%, respectively, while the Russian ruble depreciated by
4%. Approximately 55% of Kinross' expected production in 2006 is forecast to
come from operations outside the U.S. and will continue to be exposed to foreign
exchange rate movements. As part of its strategy to manage this risk, Kinross
has used currency hedges for certain foreign currency exposures.
GOLD SUPPLY AND DEMAND FUNDAMENTALS
[PERFORMANCE GRAPH]
Global gold mine production in 2005 increased slightly over the 2004
level, but remained lower than production in the 2000 through to 2003 period.
Mine supply is not predicted to increase in the near future. Central banks and
recycled gold helped to fill the supply gap left by lower mine production.
[PERFORMANCE GRAPH]
147
Demand for gold was strong on several fronts. Fabrication and jewelry
demand increased by 4.5% even as the price of gold continued to rise. Investment
demand was also strong. A new Exchange Trade Fund ("ETF"), which enables
investors to purchase 1/10th of an ounce of gold, was introduced in 2005 and
trades on the New York Stock Exchange. By the end of 2005, the total gold
purchased to satisfy the demand for the new ETF product reached 11 million
ounces (320 tonnes). Producer de-hedging also contributed to demand as gold
hedging programs continued their decline.
One of the few mechanisms available to Kinross to affect the price of
gold it receives is to sell gold forward with a gold price hedging program.
Under these arrangements, Kinross agrees to deliver gold in the future at a
price fixed at the time of entering into the contract. A forward hedge protects
Kinross against future declines in the gold price for the ounces that are hedged
but prevents Kinross from benefiting from future gold price increases with
respect to those ounces. Until the first half of 2004, Kinross maintained an
active gold price hedge program for some of its production. At the present time
Kinross is not actively engaged in hedging its exposure to fluctuations in the
gold price. The following chart shows the range of prices for gold in each year,
the average price of gold, and the price that Kinross was able to realize.
[PERFORMANCE GRAPH]
Kinross' gold price hedging program enabled it to realize gold prices in
excess of average market prices in the period 1997-2001. Between 2002 and 2005,
Kinross realized prices that were lower than the average market price for gold
as the ounces necessary to satisfy the remaining gold hedge contracts
(agreements to sell at lower historical prices) were delivered into and
recognized in revenue.
INFLATIONARY COST PRESSURES
In addition to the weaker U.S. dollar, Kinross' profitability has been
negatively impacted by rising development and operating costs with respect to
labor, energy and consumables in general. Mining is generally an energy
intensive activity, especially open pit mining. Energy prices in the form of
both fuel and electricity can have a significant impact on operations. Fuel
(primarily, diesel and propane), as a percentage of operating cost, varies
amongst Kinross' mines; however, all operations experienced high fuel costs
during 2004, largely attributable to a continuing rise in crude oil prices.
Average oil prices increased approximately 35% between 2003 and 2004, and
increased a further 38% in 2005. Higher oil prices have translated into higher
costs for petroleum based expenditures, including lubricants, tires and
transportation. Electricity prices have also increased in recent years as a
result of increased demand and higher natural gas prices.
148
[PERFORMANCE GRAPH]
Other consumables have also increased in price recently. Kinross
continues to focus on continuous improvement in order to mitigate the impact of
higher consumable prices by extending the life of capital assets and a more
efficient use of materials and supplies in general.
With the recent strengthening of the gold price and other commodity
prices, exploration, development and operating activities have grown
substantially in the mining and resource industries, leading to increased
competition for qualified personnel and associated labor cost pressures.
2006 OUTLOOK
Kinross expects to produce approximately 1.44 million gold equivalent
ounces in 2006, compared with 1.61 million gold equivalent ounces in 2005. The
11% decrease in expected production is due to the drop in production from Kubaka
and Kettle River, which provided 140,195 ounces and 68,146 ounces of gold
equivalent production, respectively, in 2005. It is expected that increased
production at Paracatu and Refugio, along with an expected improvement in La
Coipa's production, will partially offset the production losses from Kubaka and
Kettle River. A decrease in forecasted production is expected to result in lower
overall operating costs; however energy and other commodity costs are expected
to increase over 2005. The U.S. dollar continued to weaken against the Canadian
dollar, Brazilian real and Chilean peso during 2005. As a result, 2006 operating
results and capital expenditures in non-U.S. countries where Kinross operates
are expected to be negatively impacted.
In 2006, general and administrative expenses are expected to decline
from 2005 levels. In addition, Kinross currently does not anticipate any scope
changes or cost increases above the 2005 year end reclamation and remediation
estimates. As a result, accretion and reclamation expense in 2006 is expected to
be lower, at approximately $12.0 million, reflecting only the change related to
the interest element of the discounted liability.
Efforts will continue to extend the mine life at Kinross' core
operations. Aggregate exploration and corporate development expense is
forecasted to be $30.7 million in 2006, an increase of $4.1 million over 2005
levels, with a focus on minesite exploration. Capital expenditures are expected
to be $285.0 million in 2006, with major expenditures planned for Paracatu, Fort
Knox, the Buckhorn project in Washington State, Round Mountain, the Porcupine
Joint Venture and La Coipa. Total reclamation spending in 2006 is expected to be
approximately $36.3 million. Reclamation spending will focus primarily on
Kinross' properties under closure.
Based on the average gold price to date in 2006, it is expected that
Kinross' existing cash balances, cash flow from operations and existing credit
facilities will be sufficient to fund the exploration, capital and reclamation
programs planned for 2006. Kinross is reviewing financing alternatives and is in
negotiations to secure additional debt financing for the Paracatu expansion
project.
149
STRATEGY
During 2005, following management changes, Kinross conducted a
comprehensive strategic review of its assets and obligations. The result of this
review was the development of a strategic objective. Kinross' strategic
objective is to maximize precious metals net asset value and cash flow per share
through a four-point plan built on organic growth from core operations;
expanding Kinross' business capacity to support future growth; attracting and
retaining the best people in the industry; and driving new precious metals
mining opportunities through exploration and acquisition.
Organic growth from Kinross' core operations will be achieved through
mine site exploration, delivering on Kinross' major capital projects, the
disposal of non-core assets, and a focus on continuous improvement in operating
practices and mine planning.
The expansion of Kinross' business capacity to support future growth
will be achieved by optimizing Kinross' corporate organizational structure,
improvements in technology and business systems, cost control and an expanded
internal and external communications program.
Kinross will succeed in attracting and retaining the best people in the
industry by continuing to maintain high standards in environment, health and
safety practices, offering competitive compensation, enhancing Kinross' human
resource planning activities and by making improvements in corporate governance.
Kinross will develop value, creating new precious metals mining
opportunities through a renewed focus on exploration, increased funding for
generative exploration activities and a reinvigorated and disciplined approach
to corporate development.
DEVELOPMENTS
AGREEMENT TO ACQUIRE CROWN RESOURCES CORPORATION
On November 20, 2003, Kinross announced that it had executed a
definitive acquisition agreement (the "Agreement") with Crown Resources
Corporation ("Crown") whereby Kinross would acquire Crown and its wholly owned
Buckhorn gold deposit located in north central Washington State, approximately
70 kilometers by road from Kinross' Kettle River mill. The original agreement
was based on an exchange ratio of 0.2911 of a common share of Kinross for each
outstanding common share of Crown and is subject to the effectiveness of a
registration statement covering the issuance of common shares filed with the
United States Securities and Exchange Commission and approval by Crown
shareholders. As a result of a review of the accounting for goodwill in the TVX
and Echo Bay transaction, the completion of the registration statement was
delayed.
On January 7, 2005, Kinross and Crown announced that the termination
date for the Agreement was extended from December 31, 2004 to May 31, 2005.
Kinross also agreed to acquire 511,640 newly issued shares of Crown in a private
placement for $1.0 million.
Prior to the revised deadline of May 31, 2005, an amendment was signed
that extended the termination date of the Agreement to March 31, 2006, subject
to Kinross filing its 2004 financial statements no later than December 31, 2005.
Shareholders of Crown would receive 0.34 shares of Kinross for each share of
Crown. A valuation collar was also agreed upon in which the aggregate maximum
value of Kinross common shares to be issued to Crown shareholders would be $110
million and the minimum value would be $77.5 million, excluding, in both cases,
shares of Crown held by Kinross. Kinross also agreed to purchase a $10 million
convertible debenture from Crown. The debenture is convertible into 5.8 million
common shares of Crown. In the event the Agreement is terminated, Crown shall
have the right to convert all amounts due under this debenture by providing 30
days' prior notice to Kinross.
150
As a result of the delay due to the restatement, Kinross has signed an
amendment to extend the termination date from March 31, 2006 to December 31,
2006 and adjust the price that Kinross will pay to acquire Crown and the
Buckhorn gold deposit. Shareholders of Crown will now receive 0.32 shares of
Kinross for each share of Crown, a decrease of 0.02 over the previous ratio of
0.34 shares, and the valuation collar mentioned above has been removed. Assuming
all of the outstanding Crown warrants and options are converted, a total of
approximately 14.7 million common shares of Kinross will be issued upon
completion of the transaction.
Kinross has also agreed to loan Crown $2.0 million if the transaction is
not closed by July 1, 2006. The $2.0 million loan would be used to buy out the
only existing smelter return royalty from a third party covering the ore body at
Buckhorn. The loan would have a three-year term and bear interest at the
published (Wall Street Journal) prime rate at the time of borrowing plus 3%.
Change in CEO
In March 2005, Kinross announced the appointment of Tye Burt as
President and Chief Executive Officer. Mr. Burt replaced Robert Buchan who
announced his intention to step down in January 2005. Mr. Burt joined Kinross
following his most recent position as Vice-Chairman and Executive Director,
Corporate Development with Barrick Gold Corporation. Prior to that he spent 16
years in corporate finance in the positions of Chairman of Deutsche Bank Canada
and Global Head of Metals and Mining for Deutsche Bank, Head of Investment
Banking in Vancouver and Co-head of the Mining Group at Nesbitt Burns and had
spent many years at Burns Fry Limited in Mergers & Acquisitions and Equity
Capital Markets.
COMMERCIAL PRODUCTION AT THE REFUGIO MINE
The Refugio mine went into commercial production in the fourth quarter
of 2005 and achieved its average targeted production rate of 40,000 tonnes per
day in November 2005. During the twelve months ended December 31, 2005, the mine
produced 30,580 ounces of gold to Kinross' account. The recommissioned mine is
forecasted to produce approximately 124,000 ounces to Kinross' account in 2006.
CESSATION OF OPERATIONS AND DEVELOPMENT
o KUBAKA MINE - On January 25, 2005, Kinross announced that it would not
proceed with the development of the Tsokol vein located near the Kubaka
mill. All mining activity at Kubaka underground and Birkachan was completed
by June 2005, with only stockpiles processed in the second half of the
year. Closure should be largely completed during 2006. However, further
development of the Birkachan deposit is still being considered and Kinross
continues to evaluate other exploration licenses within the region. An
impairment charge of $25.1 million was recorded on the mine in 2004. Kubaka
is included with Other operations for segment disclosure purposes.
o NEW BRITANNIA MINE - On January 27, 2005, Kinross and its joint venture
partner High River Gold Mines Ltd. announced that a decision was made to
discontinue development at the New Britannia mine. Exploration efforts were
unable to define an extension of the ore body containing better grade and
thickness than was mined in mid-2004. New Britannia suspended mining and
milling operations in September 2004, but was drilling the ore body
extension with the hope of further extending the mine life. However, these
efforts were unsuccessful and in January 2005 it was decided that the mine
would be placed on care and maintenance. An impairment charge of $1.3
million was recorded on the New Britannia mine in 2004. New Britannia is
included with Corporate and other for segment disclosure purposes.
o LUPIN MINE - In 2003, Kinross suspended operations at the Lupin mine due to
poor economic performance. The mine was placed on care and maintenance
while a review of alternatives was undertaken. The review concluded that
the development of a mine plan to extract previously developed remnant ore
was appropriate. Accordingly, the mine recommenced production in March 2004
and continued through to February 2005 and is currently in reclamation. An
impairment charge of $7.9 million was recorded on the Lupin mine in 2004.
151
In February 2006, a letter of intent was signed to sell the Lupin mine to
Wolfden Resources Inc. Lupin is included with Corporate and other for
segment disclosure purposes.
CREDIT FACILITY
In December 2004, Kinross replaced its existing $125 million credit
facility with a three-year $200 million revolving credit facility. Kinross used
$105.0 million of the new facility to satisfy a portion of the cost to purchase
the remaining 51% interest in the Paracatu mine. The facility allowed for the
limit to be increased to $300 million and allows for up to 70% of the
outstanding limit to be drawn in gold. In April 2005, the outstanding limit was
increased to $295 million and the maturity date extended to April 30, 2008. A
total of ten banks have participated in the facility. Obligations under the
facility are secured by the assets of the Fort Knox mine as well as by the
shares of various wholly owned subsidiaries.
SETTLEMENT OF LITIGATION
On November 4, 2005, Kinross settled litigation associated with the
Alpha Group regarding the Hellenic mines for $8 million. The action brought by
the Alpha Group against Kinross followed Kinross' decision to return the
Hellenic Gold Properties to the Greek government and place TVX Hellas into
bankruptcy. The estimated cost for the settlement of litigation was taken as a
charge against income in the twelve months ended December 31, 2004.
SALE OF AQUARIUS
On December 7, 2005, Kinross signed a letter of intent to sell its
Aquarius gold property to St Andrew Goldfields Ltd. ("St Andrew") in exchange
for 100 million common shares of St Andrew and warrants to acquire 25 million St
Andrew common shares at a price of CDN $0.17 per share for a period of 24
months. Based on a value of approximately $14.3 million for the consideration to
be received and a carrying value for the Aquarius gold property of $51.1
million, Kinross recorded an impairment charge to the carrying value of
property, plant and equipment and goodwill of $36.8 million. In addition to the
sale of Aquarius in 2005, Kinross also sold the Norseman exploration property in
Australia and E-Crete, a producer of aerated concrete located in Arizona.
ADOPTION OF SHAREHOLDERS' RIGHTS PLAN
On March 27, 2006, Kinross' Board of Directors adopted a shareholders'
rights plan. The plan will allow sufficient time for the Board of Directors and
shareholders of Kinross to properly evaluate a take-over bid or pursue other
alternatives. The plan is in effect and is subject to regulatory and shareholder
approval. The disclosure under the caption "Description of Securities - Kinross
Common Shares - Shareholder Rights Plan" and Note 24 (d) to the accompanying
financial statements discusses the plan in further detail.
152
CONSOLIDATED FINANCIAL RESULTS
FINANCIAL AND OPERATING HIGHLIGHTS
====================================================================================================================
YEARS ENDED DECEMBER 31, CHANGE
--------------------------------------------------------------------------------------------------------------------
(IN US$ MILLIONS, EXCEPT OUNCES AND
PER SHARE AMOUNTS) 2005 2004 2003 (a) '05 vs '04 '04 vs '03
--------------------------------------------------------------------------------------------------------------------
Gold equivalent ounces - sold (b) 1,627,675 1,654,617 1,600,246 (2%) 3%
Gold ounces - sold 1,575,267 1,585,109 1,541,577 (1%) 3%
Silver ounces - sold 3,185,776 4,271,980 4,387,829 (25%) (3%)
Average realized gold price ($/ounce) $ 445 $ 404 $ 357 10% 13%
Gold sales - revenue $ 702.7 $ 649.8 $ 563.4 8% 15%
Gain (loss) on metal derivative contracts (c) (2.4) (9.3) (13.5) 74% 31%
Silver sales revenue 25.2 26.3 22.0 (4%) 20%
---------- ---------- ---------- ------ ------
Total revenue $ 725.5 $ 666.8 $ 571.9 9% 17%
Operating loss $ (211.2) $ (67.9) $ (419.6) (211%) 84%
Net loss $ (216.0) $ (63.1) $ (474.2) (242%) 87%
Net loss attributable to common shares $ (216.0) $ (63.1) $ (442.2) (242%) 86%
Basic and diluted loss per share $ (0.63) $ (0.18) $ (1.43) (250%) 87%
--------------------------------------------------------------------------------------------------------------------
(a) 2003 results include TVX and Echo Bay properties for the 11 months from
February to December only.
(b) All produced and sold ounces refer to Kinross' proportionate share. Gold
equivalent ounces include silver ounces produced converted to gold based on
the ratio of the average spot market prices for the commodities for each
year. The ratios were 2005-60.79:1, 2004-61.46:1 and 2003-74.79:1.
(c) Gains or losses on purchased gold or silver options, spot deferred contracts
or fixed forward contracts as a hedge against falling gold prices are
recorded as revenue from metal sales.
2005 VS. 2004
o In 2005, gold equivalent ounces sold decreased by 2%, compared with
2004. Production and ounces sold decreased at Fort Knox, Round Mountain,
Lupin, New Britannia and La Coipa. This was partially offset by
increases at Kubaka, Musselwhite and attributable production at Paracatu
due to the purchase of the remaining 51% at the end of 2004. A
discussion on the performance of Kinross' reportable operating segments
is included below.
o Despite fewer ounces being sold, revenue from metal sales increased by
9% year-over-year; from $666.8 million in 2004 to $725.5 million in
2005. The increase was the result of a 10% increase in the realized gold
price. During 2005, Kinross realized an average price of $445 per ounce
on the sale of its gold, against an average spot gold price for the year
of $444 per ounce. During 2004, Kinross realized an average gold price
of $404 per ounce, versus an average spot gold price of $409 per ounce.
o The net loss attributable to common shares increased from $63.1 million,
or $0.18 per share, to $216.0 million, or $0.63 per share, between 2004
and 2005. During 2005, impairment charges totaling $184.7 million were
recorded (property, plant and equipment - $171.9 million; goodwill -
$8.7 million; and investments - $4.1 million). This included impairment
charges of $141.8 million on Fort Knox, $36.8 million on the Aquarius
property, $3.4 million on Crixas and $2.0 million on Musselwhite.
Excluding these impairment charges, results for 2005 would have been a
net loss attributable to common shares of $32.1 million, compared to a
net loss attributable to common shares of $5.6 million in 2004. The
impairment charges are discussed further under "Impairment of Goodwill,
Property, Plant and Equipment, and Investments." General and
administrative expense increased to $45.3 million, from $36.4 million in
2004. The increase was largely due to costs related to the regulatory
review of Kinross' accounting for goodwill and subsequent restatement,
as well as increased severance costs. In addition, accretion and
reclamation expense related to Kinross' reclamation and remediation
obligations increased to $56.0 million in 2005,
153
from $21.4 million in 2004 and $9.0 million in 2003. Included in
accretion and reclamation expense for 2005 is $46.0 million related to
increased cost estimates at mines no longer in production.
2004 VS. 2003
o Gold equivalent ounces sold in 2004 increased 3% when compared to 2003.
However, 2003 included only 11 months of revenue and production related
to the mines acquired in the TVX/Echo Bay transaction. As a result, when
viewed on an annualized full year basis, gold equivalent ounces sold
decreased year-over-year. Production increases at Round Mountain,
Musselwhite, La Coipa and Crixas were offset by reductions at Kubaka,
Fort Knox, Lupin, New Britannia and the Porcupine Joint Venture.
o The increase in total revenues for 2004, when compared to 2003, is
primarily the result of a 13% increase in average realized gold prices
during 2004. Kinross realized an average gold price of $404 per ounce,
compared with $357 per ounce in 2003.
o Net loss attributable to common shares for 2004 was $63.1 million, or
$0.18 per share, compared to a net loss attributable to common shares
for 2003 of $442.2 million, or $1.43 per share. The losses for 2004 and
2003 primarily resulted from total impairment charges of $59.9 million
and $411.5 million, respectively.
2006
Production in 2006 is expected to be 1.44 million gold equivalent
ounces, down from 1.61 million in 2005. The 11% decrease in production is the
result of the cessation of mining at Kubaka and Kettle River and decreases in
production at Round Mountain and Fort Knox. Increases from Paracatu and Refugio,
along with a revised estimate increasing expected production at La Coipa, will
partially offset production losses from Kubaka and Kettle River.
SEGMENT EARNINGS (LOSS)
------------------------------------------------------------------------------------------------------------
2005 VS 2004 (b) 2004 VS 2003 (b)
(IN US$ MILLIONS) 2005 2004 2003 (a) Change $ Change % Change $ Change %
------------------------------------------------------------------------------------------------------------
Operating Segments
Fort Knox $ (124.1) $ 16.6 $ 7.0 $(140.7) nm $ 9.6 137%
Paracatu (c) 5.4 2.9 (96.8) 2.5 86% 99.7 nm
Round Mountain 26.6 25.8 (81.6) 0.8 3% 107.4 nm
Porcupine Joint Venture (0.9) 5.7 1.5 (6.6) nm 4.2 280%
La Coipa (2.4) 0.9 (70.8) (3.3) nm 71.7 nm
Crixas 11.3 12.8 (33.8) (1.5) 12% 46.6 nm
Musselwhite (7.7) (3.8) (60.9) (3.9) 103% 57.1 94%
Other operations (d) 0.8 (36.9) 6.6 37.7 nm (43.5) nm
CORPORATE & OTHER (e) (120.2) (91.9) (90.8) (28.3) 31% (1.1) 1%
------------------------------------------------------------------------------------------------------------
TOTAL $ (211.2) $ (67.9) $(419.6) $(143.3) 211% $ 351.7 84%
------------------------------------------------------------------------------------------------------------
(a) Segment earnings (loss) for 2003 include only 11 months of operating and
financial results for the mines acquired in the TVX/Echo Bay transaction.
(b) "nm" refers to not meaningful.
(c) The acquisition of Paracatu was completed on December 31, 2004. Therefore,
Kinross' 49% proportionate share of Paracatu`s operating results have been
included for the years ended December 31, 2004 and 2003.
(d) Other operations include Kettle River, Refugio, Kubaka and Gurupi. Segment
earnings for 2003 included Kinross' portion of Kubaka's financial results
(54.7% until February 28, 2003, and 100% thereafter).
(e) Corporate and other includes, among other assets, New Britannia, Lupin and
Aquarius.
154
RESULTS OF OPERATIONS
FORT KNOX (100% OWNERSHIP AND OPERATOR) - USA
--------------------------------------------------------------------------------------------------------------------
2005 VS 2004 2004 VS 2003
2005 2004 2003 Change Change % Change Change %
--------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes ore mined (000's) 12,683 10,927 12,739 1,756 16% (1,812) (14%)
Tonnes processed (000's) 13,050 13,239 13,685 (189) (1%) (446) (3%)
Grade (grams/tonne) 0.90 0.94 1.07 (0.04) (4%) (0.13) (12%)
Recovery (%) 86.9% 84.2% 83.1% 2.7% 3% 1.1% 1%
Gold equivalent ounces
Produced 329,320 338,334 391,831 (9,014) (3%) (53,497) (14%)
Sold 320,771 351,738 370,152 (30,967) (9%) (18,414) (5%)
FINANCIAL DATA (in US$ millions)
Revenues $ 143.1 $ 143.9 $ 136.3 $ (0.8) (1%) $ 7.6 6%
Cost of sales 88.1 89.2 90.3 (1.1) (1%) (1.1) (1%)
Accretion and reclamation expense 1.1 1.3 0.6 (0.2) (15%) 0.7 117%
Depreciation, depletion and amortization 34.8 35.9 36.0 (1.1) (3%) (0.1) (0%)
--------------------------------------------------------------------------------------------------------------------
19.1 17.5 9.4 1.6 9% 8.1 86%
Exploration 0.6 0.6 2.4 - 0% (1.8) (75%)
Impairment charge 141.8 - - 141.8 nm - nm
Other 0.8 0.3 - 0.5 167% 0.3 nm
--------------------------------------------------------------------------------------------------------------------
Segment earnings (loss) $ (124.1) $ 16.6 $ 7.0 $(140.7) nm $ 9.6 137%
--------------------------------------------------------------------------------------------------------------------
Kinross acquired the Fort Knox open pit mine, located near Fairbanks,
Alaska, in 1998. The Fort Knox operation consists of the Fort Knox open pit and
the True North open pit located approximately 15 kilometers northwest of Fort
Knox.
2005 VS. 2004
Production of gold equivalent ounces decreased by 3% due to lower grade
and mill throughput, which was partially offset by a higher recovery. The lower
grade in 2005 was the result of the suspension of production at the True North
deposit in 2004. The lower mill throughput was the result of processing the
harder Fort Knox ore compared with the blended ore from True North and Fort Knox
for much of the prior year. Despite selling 9% fewer gold equivalent ounces in
2005, revenues remained largely unchanged, due to a higher realized gold price.
The decrease in cost of sales reflects lower gold ounces sold. The cost of
sales, on a per ounce basis, increased as a result of higher energy costs,
partially offset by improved cost efficiencies as a result of the continuous
improvement program. In 2005, Kinross recorded a $141.8 million impairment
charge against the mine. During the year, a strategic review was conducted on
the operation. The review was done in light of higher electricity and fuel
costs, the metallurgical performance at True North and slope stability issues at
the southwest wall of the pit. As a result of the review, the True North and Gil
deposits were reclassified from reserves to resources, Kinross decided to
withdraw from the Ryan Lode project, which had been included in reserves, and
design changes were made to the Fort Knox pit. The impairment is discussed
further under "Impairment of Goodwill, Property, Plant and Equipment, and
Investments." Depreciation expense was similar despite a 9% decrease in ounces
being sold. This is due to capital expenditures that have increased assets
subject to depreciation. Production for 2006 is forecast to be lower than 2005,
with improved recovery rates expected to be offset by lower grades.
2004 VS. 2003
Gold equivalent ounces produced declined by 14% as a result of the
decision to defer production from the higher grade True North deposit until the
second half of 2004, which resulted in lower ore grade and fewer tonnes of ore
processed. The decrease in ore milled in 2004 was also the result of harder ore
from the Fort Knox pit being processed through the mill for the first six
months, compared with the blended ore from True North and Fort Knox for the full
year in 2003. Revenue increased by 6% due to higher realized gold prices,
despite fewer ounces being
155
sold. The slight decrease in operating costs reflects the suspension of mining
at True North for the latter half of 2004. This was partially offset by higher
reagent costs and higher labor costs, as increased manpower was required to
operate larger capacity mining equipment that was added to the fleet.
PARACATU (100% OWNERSHIP AND OPERATOR) - BRAZIL
--------------------------------------------------------------------------------------------------------------------
2005 VS 2004 2004 VS 2003
2005 2004 (A) 2003 (B) Change Change % Change Change %
--------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes ore mined (000's) (c) 17,157 17,281 17,263 (124) (1%) 18 0%
Tonnes processed (000's) (c) 16,945 17,342 16,891 (397) (2%) 451 3%
Grade (grams/tonne) 0.42 0.44 0.40 (0.02) (5%) 0.04 10%
Recovery (%) 78.2% 76.8% 76.8% 1.4% 2% 0.0% 0%
Gold equivalent ounces
Produced 180,522 92,356 91,176 88,166 95% 1,180 1%
Sold 177,806 93,279 88,561 84,527 91% 4,718 5%
FINANCIAL DATA (in US$ millions)
Revenues $ 79.0 $ 38.2 $ 32.0 $ 40.8 107% $ 6.2 19%
Cost of sales 50.0 20.6 18.0 29.4 143% 2.6 14%
Accretion and reclamation expense 0.7 0.5 0.5 0.2 40% - 0%
Depreciation, depletion and amortization 17.0 9.5 9.8 7.5 79% (0.3) (3%)
--------------------------------------------------------------------------------------------------------------------
11.3 7.6 3.7 3.7 49% 3.9 105%
Exploration 5.2 - - 5.2 nm - nm
Impairment charge - 2.1 99.4 (2.1) (100%) (97.3) (98%)
Other 0.7 2.6 1.1 (1.9) (73%) 1.5 136%
--------------------------------------------------------------------------------------------------------------------
Segment earnings (loss) $ 5.4 $ 2.9 $ (96.8) $ 2.5 86% $ 99.7 nm
--------------------------------------------------------------------------------------------------------------------
(a) 2004 and 2003 results reflect 49% ownership. Kinross acquired the remaining
51% and became the mine operator on December 31, 2004.
(b) 2003 results are for the 11 months from February through December only.
(c) Tonnes mined/processed represent 100% of mine production.
Kinross acquired a 49% ownership interest in the Paracatu open pit mine,
located in the State of Minas Gerais, in the acquisition of TVX on January 31,
2003. On December 31, 2004, Kinross completed the purchase of the remaining 51%
of Paracatu from Rio Tinto.
2005 VS. 2004
Gold equivalent production attributable to Kinross' account increased by
95% between 2004 and 2005. The increase was due to the increase in Kinross'
ownership of Paracatu from 49% in 2004 to 100% in 2005. On a 100% basis, gold
equivalent production decreased by 4% year-over-year. The decrease was due to
lower grade ore and the processing of fewer tonnes, partially offset by a higher
recovery rate. Revenue increased by 107%, or approximately 1% on a 100% basis.
Revenue, on 100% basis, increased despite fewer ounces being sold as a result of
a higher realized gold price. Cost of sales during 2005 increased by 19% against
2004, on a 100% basis. The increase was due to increased energy and consumable
costs, and an appreciation of the Brazilian real against the U.S. dollar,
year-over-year, of approximately 20%. Depreciation decreased in 2005 by 12%
against 2004, on a 100% basis, due to increases in the mine's reserves. Gold
equivalent production in 2006 is expected to increase slightly from 2005 due to
more tonnes being processed and a marginally higher recovery rate.
156
2004 VS. 2003
Gold equivalent production was slightly higher despite 12 months of
production versus 11 months in the previous year. On a full year basis, the
production was actually lower, which resulted primarily from lower tonnes
processed. Grade was approximately 10% higher, while recovery rates were similar
in both periods. Revenue increased by 19% due to a 5% increase in ounces sold
and higher realized gold prices. Higher costs were the result of higher power
prices, increased contracted service costs and a strengthening of the Brazilian
real against the U.S. dollar of approximately 5%. As a result of additional
reserve ounces, depreciation expense was 3% lower year-over-year, despite an
increase in the number of ounces sold.
ROUND MOUNTAIN (50% OWNERSHIP AND OPERATOR) - USA
--------------------------------------------------------------------------------------------------------------------
2005 VS 2004 2004 VS 2003
2005 2004 2003 (A) Change Change % Change $ Change %
--------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes ore mined (000's) (b) 29,002 35,820 39,824 (6,818) (19%) (4,004) (10%)
Tonnes processed (000's) (b) 61,696 67,065 52,636 (5,369) (8%) 14,429 27%
Grade (grams/tonne) 0.64 0.55 0.61 0.09 16% (0.06) (10%)
Gold equivalent ounces
Produced 373,947 387,785 364,271 (13,838) (4%) 23,514 6%
Sold 367,581 375,421 363,273 (7,840) (2%) 12,148 3%
FINANCIAL DATA (in US$ millions)
Revenues $ 164.0 $ 154.1 $ 131.9 $ 9.9 6% $ 22.2 17%
Cost of sales 93.7 82.3 74.9 11.4 14% 7.4 10%
Accretion and reclamation expense 1.8 1.9 1.6 (0.1) (5%) 0.3 19%
Depreciation, depletion and amortization 39.5 43.3 45.0 (3.8) (9%) (1.7) (4%)
--------------------------------------------------------------------------------------------------------------------
29.0 26.6 10.4 2.4 9% 16.2 156%
Exploration 2.4 0.8 2.1 1.6 200% (1.3) (62%)
Impairment charge - - 89.9 - nm (89.9) nm
--------------------------------------------------------------------------------------------------------------------
Segment earnings (loss) $ 26.6 $ 25.8 $ (81.6) $ 0.8 3% $ 107.4 nm
--------------------------------------------------------------------------------------------------------------------
(a) 2003 results are for the 11 months from February through December only.
(b) Tonnes mined/processed represent 100% of mine production.
(c) Due to the nature of heap leach operations recovery rates cannot be
accurately measured on an annual basis.
Kinross acquired its ownership interest in the Round Mountain open pit
mine, located in Nye County, Nevada, in the acquisition of Echo Bay on January
31, 2003.
2005 VS. 2004
Production was 4% lower in 2005 than in the prior year due to fewer
tonnes delivered to the dedicated pads at a lower grade. Tonnes processed were
lower during the year due to pit phasing and pit slope failures. Despite fewer
ounces being sold, revenues were up by 6% as a result of higher realized gold
prices. Cost of sales increased by 14% due to increased commodity related costs,
higher costs on replacement parts, increased contractor costs on equipment
maintenance and higher royalties and taxes due to a stronger gold price.
Depreciation expense was 10% lower year-over-year due to fewer ounces being sold
and the addition of reserve ounces. Production in 2006 is expected to be
approximately 10% lower than in 2005. Expenditures on a new layback program
began in 2005 in order to expand the pit. Ore from this layback is expected to
benefit production in late 2006.
157
2004 VS. 2003
Revenue increased by 17% due to higher realized gold prices and an
increase in gold equivalent ounces produced and sold. The increase in production
and operating costs in 2004 was due to the inclusion of only 11 months of
operations in 2003. Production and costs were also affected by the failure of an
electrical transformer in the second half of 2003. As a result, the focus
shifted to accelerating ore placement on the leach pads, to help offset milling
and crushing limitations due to power constraints. Depreciation expense was 4%
lower year-over-year, despite an increase in the number of ounces sold as a
result of additional reserve ounces.
PORCUPINE (49% INTEREST; PLACER DOME 51% AND OPERATOR) - CANADA
--------------------------------------------------------------------------------------------------------------------
2005 VS 2004 2004 VS 2003
2005 2004 2003 Change Change % Change Change %
--------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes ore mined (000's) (a) 5,443 13,752 7,146 (8,309) (60%) 6,606 92%
Tonnes processed (000's) (a) 4,266 3,995 4,705 271 7% (710) (15%)
Grade (grams/tonne) 2.95 3.35 3.73 (0.40) (12%) (0.38) (10%)
Recovery (%) 92.6% 91.8% 92.4% 0.8% 1% (0.6%) (1%)
Gold equivalent ounces
Produced 183,976 193,799 223,960 (9,823) (5%) (30,161) (13%)
Sold 179,585 191,296 225,001 (11,711) (6%) (33,705) (15%)
FINANCIAL DATA (in US$ millions)
Revenues $ 80.8 $ 78.8 $ 83.0 $ 2.0 3% $ (4.2) (5%)
Cost of sales 50.7 44.4 48.9 6.3 14% (4.5) (9%)
Accretion and reclamation expense 11.8 2.3 2.3 9.5 413% - 0%
Depreciation, depletion and amortization 14.8 22.7 24.9 (7.9) (35%) (2.2) (9%)
--------------------------------------------------------------------------------------------------------------------
3.5 9.4 6.9 (5.9) (63%) 2.5 36%
Exploration 3.5 3.2 2.5 0.3 9% 0.7 28%
Other 0.9 0.5 2.9 0.4 80% (2.4) (83%)
--------------------------------------------------------------------------------------------------------------------
Segment earnings (loss) $ (0.9) $ 5.7 $ 1.5 $ (6.6) nm $ 4.2 280%
--------------------------------------------------------------------------------------------------------------------
(a) Tonnes mined/processed represent 100% of mine production.
On July 1, 2002, Kinross formed the Porcupine Joint Venture with a
wholly owned subsidiary of Placer Dome Inc. ("Placer Dome"). The formation of
the joint venture combined the two companies' gold mining operations in the
Porcupine district of Timmins, Ontario. The ownership of this unincorporated
joint venture is 51% Placer Dome and 49% Kinross. In early 2006, Placer Dome was
acquired by Barrick Gold Corporation.
2005 VS. 2004
Gold production in 2005 was 5% lower than 2004. Production was
positively impacted by higher recoveries and increased mill throughput; however,
this was offset by lower grade. Mill throughput was higher as a result of a mill
expansion undertaken to ensure the harder ores originating from the Pamour pit
could be processed through the Dome mill. Feed grade was lower due to localized
highwall instability in the Dome pit, no production from the Dome underground
mine and the commencement of mining at the Pamour pit which has a lower average
grade than the Dome pit. Revenue increased by 3% despite a 6% drop in ounces
sold as a result of higher realized gold prices. Operating costs were also up
despite selling fewer ounces due to higher energy and commodity costs, and a 7%
increase in value of the Canadian dollar against the U.S. dollar year-over-year.
Increases during the year in Kinross' portion of the estimated reclamation and
remediation liability relating to areas of the joint venture no longer in
production were expensed in the current year and have been included as part of
accretion and reclamation expense. Depreciation expense decreased by 35% due to
a 6% drop in ounces sold and a larger reserve base in 2005. Due to lower grades
from the Pamour pit, production for 2006 is expected to be lower than 2005.
158
2004 VS. 2003
Revenue was down in 2004 due to fewer ounces being produced and sold,
which was partially offset by higher gold prices. Production in 2004, as
compared with 2003, was lower due to lower grade and fewer tonnes processed
resulting from the planned closure of the Dome underground in late May 2004.
Mining continued at the Dome open pit and Hoyle Pond underground mines. Costs,
on a per ounce basis, were higher due to lower production, rising operating
costs and a stronger Canadian dollar. Depreciation expense was down by 9%,
largely due to the decrease in the number of ounces sold year-over-year.
LA COIPA (50% OWNERSHIP; PLACER DOME 50% AND OPERATOR) - CHILE
--------------------------------------------------------------------------------------------------------------------
2005 VS 2004 2004 VS 2003
2005 2004 2003 (A) Change Change % Change Change %
--------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes ore mined (000's) (b) 3,450 3,769 4,257 (319) (8%) (488) (11%)
Tonnes processed (000's) (b) 6,496 6,562 5,928 (66) (1%) 634 11%
Grade (grams/tonne)
- Gold 1.01 1.10 1.20 (0.09) (8%) (0.10) (8%)
- Silver 45.07 60.83 65.00 (15.76) (26%) (4.17) (6%)
Recovery (%)
- Gold 80.5% 81.2% 83.5% (0.7%) (1%) (2.3%) (3%)
- Silver 54.0% 57.5% 60.7% (3.5%) (6%) (3.2%) (5%)
Gold equivalent ounces
Produced 125,991 150,887 144,125 (24,896) (16%) 6,762 5%
Sold 131,051 149,785 138,733 (18,734) (13%) 11,052 8%
Silver ounces produced (000's) 2,547 3,693 3,794 (1,146) (31%) (101) (3%)
FINANCIAL DATA (in US$ millions)
Revenues $ 60.3 $ 59.0 $ 51.5 $ 1.3 2% $ 7.5 15%
Cost of sales 45.4 39.7 34.4 5.7 14% 5.3 15%
Accretion and reclamation expense 0.4 0.4 0.3 - 0% 0.1 33%
Depreciation, depletion and amortization 15.8 16.8 17.9 (1.0) (6%) (1.1) (6%)
--------------------------------------------------------------------------------------------------------------------
(1.3) 2.1 (1.1) (3.4) nm 3.2 nm
Exploration 1.1 0.5 0.9 0.6 120% (0.4) (44%)
Impairment charge - - 68.8 - nm (68.8) (100%)
Other - 0.7 - (0.7) (100%) 0.7 nm
--------------------------------------------------------------------------------------------------------------------
Segment earnings (loss) $ (2.4) $ 0.9 $ (70.8) $ (3.3) nm $ 71.7 nm
--------------------------------------------------------------------------------------------------------------------
(a) 2003 results are for the 11 months from February through December only.
(b) Tonnes mined/processed represent 100% of mine production.
Kinross acquired its ownership interest in the La Coipa open pit mine in
the acquisition of TVX on January 31, 2003.
2005 VS. 2004
Tonnes mined and milled, along with grade and recoveries were lower than
2004 due to changes in the mine plan caused by pit slope failures during the
year. As a result, production was down 16% to 125,991 gold equivalent ounces
from 150,887 equivalent ounces in 2004. Geotechnical studies are being conducted
in order to assess the current situation. While gold equivalent ounces sold were
13% lower in 2005, due to lower production, a higher realized gold price
resulted in a 2% increase in revenue. Operating costs were 14% higher
year-over-year despite fewer ounces being sold. The increase was due to higher
stripping costs, increased cost for power, fuel and other consumables, in
addition to the strengthening of the Chilean peso, against the U.S. dollar, of
approximately 9% year-over-year. Depreciation expense was 6% lower, largely due
to fewer ounces being sold. There was no significant change during the year to
the average ratio for conversion of silver into equivalent gold ounces.
Production at La
159
Coipa in 2006 is now expected to be higher than 2005, with an increase in the
tonnes of ore processed partially offset by lower grade and recovery rates.
2004 VS. 2003
As budgeted, tonnes mined during the year were lower than 2003 due to an
increase in the stripping required. Gold equivalent production was higher in
2004 due to the inclusion of only 11 months of production in 2003. On a full
year basis, production was 4% lower due to lower grade and recovery rates, while
tonnes processed were similar. Revenue increased as a result of higher realized
gold prices and more ounces sold. Depreciation expense was lower, despite
increased production as a result of an increased reserve base. Crixas (50%
ownership; AngloGold Ashanti 50% and operator) - Brazil
--------------------------------------------------------------------------------------------------------------------
2005 VS 2004 2004 VS 2003
2005 2004 2003 (A) Change Change % Change Change %
--------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes ore mined (000's) (b) 755 746 684 9 1% 62 9%
Tonnes processed (000's) (b) 755 746 684 9 1% 62 9%
Grade (grams/tonne) 8.32 8.18 8.24 0.14 2% (0.06) (1%)
Recovery - Gold (%) 95.2% 95.4% 95.7% (0.2%) 0% (0.3%) 0%
Gold equivalent ounces
Produced 96,212 93,540 86,698 2,672 3% 6,842 8%
Sold 93,309 93,265 87,665 44 0% 5,600 6%
FINANCIAL DATA (in US$ millions)
Revenues $ 41.5 $ 38.2 $ 31.9 $ 3.3 9% $ 6.3 20%
Cost of sales 14.1 12.2 10.3 1.9 16% 1.9 18%
Accretion and reclamation expense 0.1 0.1 0.1 - 0% - 0%
Depreciation, depletion and amortization 12.3 12.8 12.3 (0.5) (4%) 0.5 4%
--------------------------------------------------------------------------------------------------------------------
15.0 13.1 9.2 1.9 15% 3.9 42%
Exploration 0.3 0.3 0.5 - 0% (0.2) (40%)
Impairment charge 3.4 - 42.5 3.4 nm (42.5) (100%)
--------------------------------------------------------------------------------------------------------------------
Segment earnings (loss) $ 11.3 $ 12.8 $ (33.8) $ (1.5) (12%) $ 46.6 nm
--------------------------------------------------------------------------------------------------------------------
(a) 2003 results are for the 11 months from February through December only.
(b) Tonnes mined/processed represent 100% of mine production.
Kinross acquired its ownership interest in the Crixas underground mine,
located in the State of Goais, in the acquisition of TVX on January 31, 2003.
2005 VS. 2004
Gold production was 3% higher in 2005, compared with 2004, due to higher
grade and increased mill throughput. Revenue increased by 9% as a result of a
higher realized gold price. Costs of sales increased year-over-year by 16% due
to the appreciation of the Brazilian real against the U.S. dollar, and higher
energy, service and consumable costs. The average exchange rate of the Brazilian
real against the U.S. dollar increased, year-over-year, by approximately 20%.
Production for 2006 is expected to be similar to 2005, with lower grade being
offset by an increased in the number of tonnes processed.
160
2004 VS. 2003
Revenue was 20% higher due to higher realized gold prices and increased
production. Gold equivalent production was higher in 2004 due to the inclusion
of only 11 months of production in 2003. On a full year basis, production was
slightly lower. While grade and recovery rates were similar, operating costs
increased due to higher labor and power costs and an approximate 5% appreciation
of the Brazilian real against the U.S. dollar. Depreciation expense increased by
4%, largely due to the 6% increase in the number of ounces sold.
MUSSELWHITE (31.93% OWNERSHIP; PLACER DOME 68.07% AND OPERATOR) - CANADA
-------------------------------------------------------------------------------------------------------------------
2005 VS 2004 2005 VS 2004
2005 2004 2003 (A) Change Change % Change Change %
-------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes ore mined (000's) (b) 1,390 2,340 1,229 (950) (41%) 1,111 90%
Tonnes processed (000's) (b) 1,477 1,459 1,229 18 1% 230 19%
Grade (grams/tonne) 5.46 5.30 5.40 0.16 3% (0.10) (2%)
Recovery (%) 95.0% 95.8% 95.5% (0.8%) (1%) 0.3% 0%
Gold equivalent ounces
Produced 79,916 76,640 64,978 3,276 4% 11,662 18%
Sold 79,919 78,430 61,333 1,489 2% 17,097 28%
FINANCIAL DATA (in US$ millions)
Revenues $ 34.9 $ 32.1 $ 22.5 $ 2.8 9% $ 9.6 43%
Cost of sales 26.4 21.1 15.9 5.3 25% 5.2 33%
Accretion and reclamation expense 0.1 0.1 0.1 - 0% - 0%
Depreciation, depletion and amortization 12.5 12.5 11.2 - 0% 1.3 12%
-------------------------------------------------------------------------------------------------------------------
(4.1) (1.6) (4.7) (2.5) (156%) 3.1 66%
Exploration 1.6 2.0 2.1 (0.4) (20%) (0.1) (5%)
Impairment charge 2.0 - 53.9 2.0 nm (53.9) (100%)
Other - 0.2 0.2 (0.2) (100%) - 0%
-------------------------------------------------------------------------------------------------------------------
Segment loss $ (7.7) $ (3.8) $ (60.9) $ (3.9) (103%) $ 57.1 94%
-------------------------------------------------------------------------------------------------------------------
(a) 2003 results are for the 11 months from February through December only.
(b) Tonnes mined/processed represent 100% of mine production.
Kinross acquired its 31.9% ownership interest in the Musselwhite
underground mine, located in northwestern Ontario, Canada, in the acquisition of
TVX on January 31, 2003.
2005 VS. 2004
Gold equivalent production increased by 4% in 2005 due to a 3% increase
in grade year-over-year and an increase in tonnes processed. The increased grade
was the result of increased tonnage from underground sources which replaced low
grade stockpile feed. Revenue from metal sales increased by 9% due to a higher
realized gold price and a 2% increase in the number of ounces sold. Cost of
sales increased 25% due to the increased tonnage from higher-cost underground
ore, increased underground development costs and higher energy and commodity
costs. Cost of sales was also negatively impacted by a 7% appreciation of the
Canadian dollar against the U.S. dollar year-over-year. Production in 2006 is
expected to be approximately 4% lower due to lower grade ore.
2004 VS. 2003
Gold equivalent production increased by 18% in 2004 due to the inclusion
of only 11 months in 2003, but also due to more ore being processed (increased
by 19%), as a result of improved equipment utilization. With the increased
production along with higher realized gold prices, revenue increased
year-over-year by 43%. Operating costs were up 33% during the year as a result
of increased mining activity along with increased labor and consumable costs,
and a stronger Canadian dollar. Despite a 28% increase in ounces sold,
depreciation expense increased only 12% due to additions to the mine's reserve
base.
161
OTHER OPERATING SEGMENTS
KUBAKA (98.1% OWNERSHIP AND OPERATOR) - RUSSIA
Kinross acquired a 54.7% interest in the Kubaka open pit mine, located
in the Magadan Oblast in far eastern Russia, in three transactions in 1998 and
1999. On February 28, 2003, Kinross completed a step-up transaction to bring its
ownership interest to the current 98.1%. Consideration for this further interest
was $44.7 million.
All mining activity at Kubaka underground and Birkachan was completed by
June 2005, with only stockpiles processed in the second half of the year. Gold
equivalent production increased by 13% in 2005 to 140,195 ounces. The increase
was due to a 10% increase in mill throughput and 7% increase in grades. The
change in mill throughput was largely the result of an 8-week scheduled shutdown
in 2004. Revenue from metal sales increased by 27% due to more ounces being sold
and a higher realized gold price. Costs of sales increased due to more tonnes
processed and an increase in the number of ounces sold. Depreciation, depletion
and amortization was up by 39% as the remaining unamortized development costs
and property, plant and equipment was fully depreciated over the production
during the year, following the decision to close the mine.
While there is no specific development plans for the Kubaka mine, there
are still areas of interest that management will continue to evaluate. Closure
of the mine is expected to take place largely during 2006.
KETTLE RIVER (100% OWNERSHIP AND OPERATOR) - USA
Kinross acquired Kettle River, located in the state of Washington, in
the acquisition of Echo Bay on January 31, 2003. At the time of acquisition the
mine was shutdown. Kinross recommenced operations in December 2003. During 2005,
gold equivalent production was 68,146 ounces, which was 30% lower than the
96,789 ounces produced in 2004. The drop in production was expected in 2005 due
to fewer tonnes being mined and milled, as mining at Emanuel Creek was completed
in November and the mill temporarily shutdown. Grade and recovery rates were
also lower in 2005, compared with 2004. With the mine on care and maintenance
beginning in November 2005, the remaining staff focused on the permitting and
engineering of the Buckhorn mine. Production is expected to commence from the
Buckhorn mine once the acquisition of Crown Resources and permitting is
completed. During 2005, accretion and reclamation expense of $6.1 million was
recorded as a result of an increase to the estimated reclamation and remediation
liability relating to the operation.
REFUGIO (50% OWNERSHIP AND OPERATOR) - CHILE
Kinross acquired its 50% interest in the Refugio open pit mine, located
120 kilometers northeast of Copiapo, Chile in 1998. In 2001, due to low gold
prices and operational difficulties, mining activities were suspended and the
operation was placed on care and maintenance. In late 2002, a multi-phase
exploration program commenced and in 2003 it was determined that the mine would
be recommissioned.
The mine went into commercial production in the fourth quarter of 2005
and achieved its average targeted production rate of 40,000 tonnes per day in
November 2005. During the twelve months ended December 31, 2005, the mine
processed 5.8 million tonnes of ore with an average grade of 0.83 grams per
tonne and a recovery rate of 67%, to produce 30,580 ounces of gold to Kinross'
account. The recommissioned mine is capable of producing approximately 115,000
to 130,000 ounces annually to Kinross' account and is forecast to produce
124,000 ounces to Kinross' account in 2006.
162
EXPLORATION AND BUSINESS DEVELOPMENT EXPENSE
--------------------------------------------------------------------------------------------------------------------
IN US$ MILLIONS 2006 2005 VS 2004 2004 VS 2003
FORECAST 2005 2004 2003 Change $ Change % Change $ Change %
--------------------------------------------------------------------------------------------------------------------
Exploration and business
development $ 30.7 $ 26.6 $ 20.4 $ 24.3 $ 6.2 30% $ (3.9) (16%)
--------------------------------------------------------------------------------------------------------------------
2005
Exploration expenditures in 2005 focused primarily on mine exploration.
The two highest priorities were the resource expansion project at Paracatu and
the pit expansion at Round Mountain. During 2005, Kinross spent $5.2 million at
Paracatu, while $2.4 million was spent at Round Mountain. Exploration
expenditures at the other Company operated mines included $2.3 million at
Kubaka, $0.6 million at Fort Knox and $0.4 million at Kettle River. Kinross'
share of exploration expenditures at non-operated joint venture properties
included $3.5 million at Porcupine, $1.6 million at Musselwhite, $1.1 million at
La Coipa and $0.3 million at Crixas.
Exploration and business development expenses in 2006 are forecast to
be, in aggregate, $30.7 million, an increase of $4.1 million over 2005 levels,
with a focus on minesite exploration.
2004
The focus of Kinross' exploration program was to replace and increase
reserves at existing mines and increase reserves at its development projects.
Exploration expenditures at mines Kinross operates totaled $14.4 million. This
included $2.2 million at Kettle River, $0.6 million at Fort Knox, $0.8 million
at Round Mountain and $0.4 million at Kubaka. Kinross' share of exploration
expenditures at joint venture properties operated by others included $3.2
million at Porcupine, $2.0 million at Musselwhite, $0.5 million at La Coipa and
$0.3 million at Crixas.
2003
Exploration activities were focused principally at and around existing
operating mines and at Kettle River and Refugio. During 2003, Kinross spent
$11.3 million on exploration at mines it operates including $2.7 million at
Kettle River, $2.4 million at Fort Knox, $2.1 million at Round Mountain and $1.3
million in the Kubaka area. At Kinross' joint venture properties operated by
others, Kinross' portion of exploration expenditures in 2003 totaled $6.0
million, including $2.5 million at Porcupine and $2.1 million at Musselwhite.
Other exploration expenses totaled $3.8 million, of which $1.4 million was spent
at Refugio.
GENERAL AND ADMINISTRATIVE
--------------------------------------------------------------------------------------------------------------
IN US$ MILLIONS 2005 VS 2004 2004 VS 2003
2005 2004 2003 Change $ Change % Change $ Change %
--------------------------------------------------------------------------------------------------------------
General and administrative $ 45.3 $ 36.4 $ 25.0 $ 8.9 24% $ 11.4 46%
--------------------------------------------------------------------------------------------------------------
General and administrative costs include corporate office expenses
related to the overall management of the business which are not part of direct
mine operating costs. General and administrative costs include the costs
incurred at corporate offices located in Toronto, Reno and Brasilia.
General and administrative costs have increased from $25.0 million in
2003 to $45.3 million in 2005, an increase of 81%. The increase was the result
of a number of factors:
o Severance and related personnel costs increased significantly in
2004 and 2005.
o Legal and insurance costs have increased.
163
o During 2004 and 2005, costs were incurred related to the
regulatory review of Kinross' accounting for goodwill. In
addition, since 2003, costs related to regulatory requirements
have increased.
o In 2004, Kinross began recording all stock-based compensation as
an expense, which totaled $4.9 million and $2.9 million in 2005
and 2004, respectively.
o As a large portion of Kinross' general and administrative
expense is incurred in Canadian dollars, the weakening U.S.
dollar has had an impact on general and administrative expense.
The average exchange rate of the U.S. dollar against the
Canadian dollar decreased by 8% between 2003 and 2004 and a
further 7% between 2004 and 2005.
IMPAIRMENT OF GOODWILL, PROPERTY, PLANT AND EQUIPMENT AND INVESTMENTS
GOODWILL
Goodwill is not amortized; however, Kinross evaluates, on at least an annual
basis, its carrying value. An impairment test is required if the carrying amount
of the reporting unit exceeds the sum of the undiscounted cash flows expected to
result from the use and any residual value of the units. If it is determined
that goodwill needs to be tested for impairment, an analysis is performed that
compares the fair value of the reporting units against their carrying value.
Goodwill is discussed further in the "The Carrying Value of Goodwill" in the
Critical Accounting Policies and Estimates section below. During 2005, goodwill
impairments totaling $8.7 million were recorded. The impairments related to
Musselwhite ($2.0 million) and the Aquarius property ($6.7 million). The
goodwill impairment relating to Musselwhile was the result of a reduction in the
future value (future potential) ascribed to the property by management. The
goodwill impairment at Aquarius followed management's decision to dispose of the
property. Goodwill impairment charges of $12.4 million and $394.4 million were
recorded in 2004 and 2003, respectively. A breakdown of the impairment charges
to goodwill is as follows:
--------------------------------------------------------------------------------
IN US$ MILLIONS
2005 2004 2003
--------------------------------------------------------------------------------
GOODWILL
Gurupi property - exploration project $ - $ 12.4 $ 26.2
Paracatu - - 99.4
Crixas - - 42.5
La Coipa - - 65.9
Round Mountain - - 87.2
Musselwhite 2.0 - 53.9
Aquarius 6.7 - 19.3
--------------------------------------------------------------------------------
Total $ 8.7 $ 12.4 $ 394.4
--------------------------------------------------------------------------------
164
PROPERTY, PLANT AND EQUIPMENT AND INVESTMENTS
The following is a breakdown of the impairments recorded against
Kinross' property, plant and equipment and investments for the three years ended
December 31, 2005:
--------------------------------------------------------------------------------------------------
IN US$ MILLIONS
2005 2004 2003
--------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT
Kubaka $ - $ 25.1 $ -
Gurupi property - exploration project - 5.0 -
Paracatu - 2.1 -
Fort Knox 141.8 - -
Round Mountain - - 2.7
La Coipa - - 2.9
Lupin - 7.9 4.4
New Britannia - 1.3 -
Aquarius - exploration project 30.1 - -
Norseman property - exploration project - 3.5 -
E-Crete - aerated concrete producer - - 5.2
Reclamation projects - 1.2 -
--------------------------------------------------------------------------------------------------
171.9 46.1 15.2
--------------------------------------------------------------------------------------------------
INVESTMENTS
Loan receivable from joint venture partner - - 1.2
Crixas' taxes receivable 3.4 - -
Marketable securities and long-term investments 0.7 1.4 0.7
--------------------------------------------------------------------------------------------------
4.1 1.4 1.9
--------------------------------------------------------------------------------------------------
$ 176.0 $ 47.5 $ 17.1
--------------------------------------------------------------------------------------------------
The impairment test of long lived assets is a test of recoverability.
The carrying value of property, plant and equipment is discussed further in the
"The Carrying Value of Operating Mines, Mineral Rights, Development Properties
and Other" in the Critical Accounting Policies and Estimates section below. In
conducting the impairment analysis for 2005, Kinross utilized the same
methodology as 2004 and 2003, using nominal prices and cost assumptions,
reflecting inflation and currency impacts. The valuation was conducted by an
independent valuator. The gold price assumptions were based on a forecast from
an independent external research firm, as well as other external market data.
In the fourth quarter of 2005, an impairment charge of $141.8 million
was recorded at Fort Knox. During the year a strategic review was conducted on
the Fort Knox operation. The review was done in light of higher electricity and
fuel costs, the metallurgical performance at True North and slope stability
issues at the southwest wall of the pit. As a result of the review, the True
North and Gil deposits were reclassified from reserves to resources, Kinross
decided to withdraw from the Ryan Lode project, which previously had been
included in reserves, and design changes were made to the Fort Knox pit were
made. All these changes contributed to the write-down.
The strategic review determined that at a gold price of $450 per ounce
it would be profitable to include the resources in the Fort Knox life of mine
plan, to be mined after the depletion of the initial pit and partially through
heap leach. The heap leach is presently being tested with favorable result.
In the fourth quarter of 2005, following the determination that a tax
receivable was unrecoverable at the Crixas mine, an impairment charge of $3.4
million was recorded. During the third quarter of 2005, following Kinross'
decision to dispose of the Aquarius exploration property, an impairment charge
of $30.1 million was recorded against property, plant and equipment (along with
$6.7 million against goodwill).
165
In 2004, impairment losses of $46.1 million were recorded against the
carrying value of long-lived assets at various operations, along with an
impairment loss of $1.4 million recorded against investments for a total of
$47.5 million. An impairment loss of $25.1 million was recorded at Kinross'
Kubaka operation following the decision not to proceed with the development of
the Tsokol vein located near the Kubaka mill. At Lupin, a charge of $7.9 million
was recorded, as the mine was scheduled for reclamation in 2005. An impairment
charge of $5.0 million was recorded at Gurupi on its long-lived assets, in
addition to the impairment loss against goodwill. An impairment loss of $3.5
million was recorded against the carrying value of the Norseman property in
Australia, as the decision was made by Kinross to dispose of the property.
Impairment losses were also recorded at Paracatu ($2.1 million), New Britannia
($1.3 million) and the Delamar reclamation property ($1.2 million).
For the year ended December 31, 2003, following a comprehensive review
of its properties, Kinross determined that the fair value of Round Mountain, La
Coipa, Lupin and E-Crete, a producer of aerated concrete located in Phoenix,
Arizona, was less than net book value. Accordingly, Kinross recorded a $15.2
million impairment charge in relation to these properties. In addition, Kinross
recorded an impairment to investments of $1.9 million.
For segment reporting purposes, New Britannia, Lupin, E-Crete, the
Aquarius exploration property and the Norseman exploration property are included
in Corporate and other, while Kubaka is classified as part of Other operations.
GAIN ON DISPOSAL OF ASSETS
During 2005, as part of Kinross' strategic review, Kinross disposed of
certain assets considered to be non-core. In 2005, Kinross realized a net gain
on the disposal of assets totaling $6.0 million, of which $4.7 million related
to the sale of a portion of its interest in Kinross Forrest Ltd. The investment
in Kinross Forrest Ltd. is discussed further under "Related Party Transactions."
Kinross also sold its position in Cumberland Resources Ltd. and various other
equity holdings. Kinross realized a net gain on the disposals of assets of $1.7
million and $29.5 million in 2004 and 2003, respectively. The gains were largely
on the sale of investments in junior mining companies.
OTHER EXPENSE - NET
-------------------------------------------------------------------------------------------------------------------
IN US$ MILLIONS 2005 VS 2004 2004 VS 2003
2005 2004 2003 Change $ Change % Change $ Change %
-------------------------------------------------------------------------------------------------------------------
Interest and other income $ 7.0 $ 9.1 $ 12.3 (2.1) (23%) (3.2) (26%)
Non-hedge derivative gain (loss) (3.2) 3.1 0.4 (6.3) nm 2.7 675%
Interest expense on long-term liabilities (6.8) (5.1) (11.6) (1.7) (33%) 6.5 56%
Foreign exchange loss (14.0) (13.3) (34.0) (0.7) (5%) 20.7 61%
Loss on redemption of convertible
debentures - - (16.6) - 0% 16.6 100%
-------------------------------------------------------------------------------------------------------------------
Other expense - net $ (17.0) $ (6.2) $ (49.5) (10.8) (174%) 43.3 87%
-------------------------------------------------------------------------------------------------------------------
Other expense was $17.0 million in 2005, compared with $6.2 million in
2004 and $49.5 million in 2003. Interest income was lower in 2005 due to lower
average cash balances throughout the year. A foreign exchange loss of $14.0
million was recorded in 2005, compared with a loss of $13.3 million in 2004 and
$34.0 million in 2003. The loss on foreign exchange was largely the result of
the impact of strengthening foreign currencies on net monetary liabilities in
Kinross' non-U.S. operations. Interest expense increased in 2005, compared with
the prior two years, as Kinross' debt has increased. During 2005, Kinross
capitalized interest totaling $1.8 million relating to capital expenditures at
Fort Knox, the Porcupine Joint Venture, Refugio and Round Mountain. Interest and
other income is expected to be lower in 2006 due to significantly lower cash
balances, while interest expense is expected to increase as a result of higher
debt levels and rising interest rates.
166
Kinross maintains a no-hedging policy on gold revenues. However, Kinross
does, from time to time, generate premiums through the sale of gold call
options. Non-hedge derivative gains and losses relate to the mark-to-market
movement on these gold call options. During 2005, the liability on call options
sold increased by $3.2 million. At December 31, 2005, Kinross has 255,000 ounces
of sold call options outstanding at an average strike price of $522 per ounce,
which had an unrealized loss of $6.2 million. Gains or losses on mark-to-market
adjustments are reflected in the period incurred.
INCOME AND MINING TAX EXPENSE
Kinross is subject to tax in various jurisdictions including Canada, the
United States, Brazil, Chile and Russia. Kinross recorded recoveries of $12.9
million and $11.5 million and a provision of $4.1 million for income and mining
taxes in 2005, 2004 and 2003 on losses before tax and other items of $228.2
million, $74.1 million and $469.1 million, respectively. Kinross' combined
federal and provincial statutory tax rate was 34% for 2005 and 39% for both 2004
and 2003. There are a number of factors that can significantly impact Kinross'
effective tax rate including the geographic distribution of income, varying
rates in different jurisdictions, the non-recognition of tax assets, mining
allowance, foreign currency exchange rate movements, changes in tax laws and the
impact of specific transactions and assessments. A reconciliation of Kinross'
statutory rate to the actual provision is provided in Note 17 to the
consolidated financial statements.
Due to the number of factors that can potentially impact the effective
tax rate and the sensitivity of the tax provision to these factors, as discussed
above, it is expected that Kinross' effective tax rate will continue to
fluctuate in future periods.
RELATED PARTY TRANSACTIONS
During 2004, Kinross entered into a shareholders' agreement providing
for the incorporation of Kinross Forrest Ltd. ("KF Ltd."). KF Ltd. is
incorporated under the laws of the Territory of the British Virgin Islands and
is a party to a joint venture with La Generale des Carrieres et des Mines, a
Congolese state-owned mining enterprise. The joint venture was formed for the
purpose of exploiting the Kamoto Copper Mine located in the Democratic Republic
of Congo. Upon incorporation, Kinross held 35% of the shares of KF Ltd., a
company controlled by Art Ditto, a former director and officer of Kinross, held
25% and 40% was held by an unrelated third party. Mr. Ditto paid Kinross his
share of the expenses incurred in the amount of $0.3 million.
During 2005, Kinross agreed to sell 23.33% of the shares of KF Ltd. to
Balloch Resources Ltd. ("Balloch") for consideration of $4.7 million. Based on
an original cost of less than $0.1 million, Kinross recorded a gain on sale of
$4.7 million. In addition, Kinross and Balloch signed an agreement giving
Balloch an option to purchase Kinross' remaining 11.67% interest in KF Ltd. Art
Ditto owns a 17.1% interest in the outstanding common shares of Balloch and,
following its purchase of the interest in KF Ltd., was appointed the president
and Chief Executive Officer of Balloch. Mr. Robert Buchan, a former officer and
director of Kinross, is the non-executive Chairman of Balloch. On November 30,
2005, Balloch changed its name to Katanga Mining Ltd. The option agreement has
also been amended to fix the number of Katanga Mining Ltd. shares that can be
exchanged for Kinross' remaining interest in KF Ltd.
167
LIQUIDITY AND CAPITAL RESOURCES
The following table summarizes Kinross' cash flow activity for the three
years ended December 31, 2005:
-------------------------------------------------------------------------------------------------------------------
IN US$ MILLIONS 2005 VS 2004 2004 VS 2003
2005 2004 2003 Change $ Change % Change $ Change %
-------------------------------------------------------------------------------------------------------------------
Cash flow:
Provided from operating activities $ 133.7 $ 161.2 $ 83.0 $ (27.5) (17%) $ 78.2 94%
Used in investing activities (121.1) (442.3) (50.1) 321.2 73% (392.2) (783%)
Provided by financing acitvities 35.7 82.6 34.6 (46.9) (57%) 48.0 139%
Effect of exchange rate changes on cash 1.4 0.6 7.7 0.8 133% (7.1) (92%)
-------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and
cash equivalents 49.7 (197.9) 75.2 247.6 nm (273.1) nm
Cash and cash equivalents:
Beginning of year 47.9 245.8 170.6 (197.9) (81%) 75.2 44%
-------------------------------------------------------------------------------------------------------------------
End of year $ 97.6 $ 47.9 $ 245.8 $ 49.7 104% $(197.9) (81%)
-------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
Cash flow provided from operating activities decreased from $161.2
million to $133.7 million between 2004 and 2005. The decrease was largely the
result of fewer ounces sold combined with increased operating costs, partially
offset by higher realized gold prices. In addition, cash provided by changes in
operating assets and liabilities decreased by $15.1 million to $13.4 million.
Cash flow provided from operating activities increased by $78.2 million
in 2004 to $161.2 million. The increase was largely the result of cash provided
by changes in operating assets and liabilities of $28.5 million in 2004, versus
a use of cash related to changes in operating assets and liabilities of $42.9
million in 2003. Also, impacting operating cash flow was higher realized gold
prices, which was partially offset by higher operating costs.
INVESTING ACTIVITIES
Net cash used in investing activities was $121.1 million in 2005,
compared with $442.3 million in 2004 and $50.1 million in 2003. The decrease in
2005 was largely related to the $261.2 million used in the 2004 acquisition of
the remaining 51% of the Paracatu mine. In 2005, additions to property, plant
and equipment were $142.4 million, compared with $169.5 million in 2004 and
$73.4 million in 2003. The following schedule provides a breakdown by segment of
the capital expenditures:
--------------------------------------------------------------------------------------------------------------------
2005 VS 2004 2004 VS 2003
----------------------------------------------
(IN US$ MILLIONS) 2005 2004 2003 (A) Change $ Change % Change $ Change %
--------------------------------------------------------------------------------------------------------------------
Operating Segments
Fort Knox $ 44.6 $ 58.7 $ 26.5 $ (14.1) (24%) $ 32.2 122%
Paracatu 21.3 5.8 5.2 15.5 267% 0.6 12%
Round Mountain 5.9 8.8 5.7 (2.9) (33%) 3.1 54%
Porcupine Joint Venture 24.7 24.5 8.3 0.2 1% 16.2 195%
La Coipa 4.9 1.0 0.5 3.9 390% 0.5 100%
Crixas 6.2 3.6 3.2 2.6 72% 0.4 13%
Musselwhite 5.7 3.9 2.7 1.8 46% 1.2 44%
Other operations 28.1 62.0 12.6 (33.9) (55%) 49.4 392%
CORPORATE & OTHER 1.0 1.2 8.7 (0.2) (17%) (7.5) (86%)
--------------------------------------------------------------------------------------------------------------------
TOTAL $ 142.4 $ 169.5 $ 73.4 $ (27.1) (16%) $ 96.1 131%
--------------------------------------------------------------------------------------------------------------------
(a) 2003 results include TVX and Echo Bay properties for 11 months only
(February through December).
168
Capital expenditures during 2005 included costs related to accessing
phase five and phase six ore zones at Fort Knox, development of the Pamour pit
at the Porcupine Joint Venture, mine and mill expansion costs at Paracatu, and
continuing recommissioning costs at Refugio.
During 2004, the major focus of Kinross' program included expenditures
at Fort Knox on the tailings dam, equipment and mine development,
recommissioning of Refugio and development of the Pamour pit at the Porcupine
joint venture.
Capital expenditures in 2003 included approximately $28 million spent on
additions to the mines added pursuant to the TVX/Echo Bay acquisition, including
$9.4 million in preparation for the reactivation of the Kettle River operation.
Expenditures at the Fort Knox mine included equipment purchases and rebuilds,
and the drilling of pit-dewatering wells.
During 2005, net cash of $2.9 million was provided on long-term
investments and other assets, compared with a use of $11.8 million in 2004 and
net proceeds of $57.2 million in 2003. The net proceeds in 2003 were generated
largely on the sale of equity investments, which resulted in a gain of $29.5
million. At December 31, 2005, Kinross held long-term investments in resource
companies with a book value of $21.2 million and a market value of $27.7
million.
FINANCING ACTIVITIES
Net cash provided by financing activities during 2005 was $35.7 million,
compared with $82.6 million in 2004 and $34.6 million in 2003. During 2005, cash
from financing activities was primarily from the issuance of debt. There was a
net increase to the LIBOR loan of $35.0 million under the corporate credit
facility and $5.5 million was drawn down on a $6.0 million credit facility for
the Refugio mine. During the fourth quarter of 2005, Kinross paid the remaining
$2.7 million outstanding on Kubaka's outstanding project financing debt from the
European Bank for Reconstruction and Development.
In December 2004, $105.0 million was drawn down as a LIBOR loan on the
corporate credit facility, which helped fund the purchase of the remaining 51%
interest in Paracatu. During the first quarter of 2004, Kinross repaid the
Industrial Revenue Bonds of $25.0 million owing to the Alaska Industrial
Development and Export Authority. The repurchase of common shares resulting from
a share consolidation followed by an immediate deconsolidation required the use
of $11.8 million. Kinross decided to undertake this action to eliminate the
large number of shareholders who held less than 100 shares.
Kinross had two major equity issues during 2003. On August 28, 2003,
Kinross issued 23.0 million common shares for net proceeds of $145.9 million.
The net proceeds from the offering were used to redeem the outstanding 5.5%
convertible unsecured subordinated debentures. The principal amount of the
convertible debentures was $144.8 million. The convertible debentures were
redeemed on September 29, 2003. On November 14, 2003, Kinross issued 6.7 million
common shares, realizing proceeds of $34.9 million, upon the exercise of Echo
Bay warrants. In addition to the redemption of the convertible debentures,
Kinross also repaid other long-term debt of $10.5 million during 2003.
No dividends were declared or paid to the holders of the convertible
preferred shares of Kinam Gold Inc., a subsidiary of Kinross, in 2005, 2004, or
2003.
As of March 27, 2006, there were 346.5 million common shares of Kinross
issued and outstanding. In addition, at the same date, Kinross had 2.3 million
share purchase options outstanding under its share option plan, 0.4 million
restricted share rights under its restricted share plan and 8.3 million common
share purchase warrants outstanding.
169
BALANCE SHEET
At December 31, 2005, Kinross had cash and cash equivalents of $97.6
million, an increase of $49.7 million over the prior year end. Kinross' net debt
position (long-term debt less cash and cash equivalents) decreased from $75.0
million at December 31, 2004 to $61.7 million at the end of 2005. The decrease
largely represents the net of cash flow provided from operating activities less
cash used in investing activities. Non-cash working capital (current assets less
cash and cash equivalents and restricted cash) decreased from $154.3 million at
December 31, 2004 to $143.0 million at the end of 2005.
The decrease in property, plant and equipment in 2005 of $179.4 million
was largely due to the impairment charge of $171.9 million during the year. In
addition, depreciation, depletion and amortization expense of $167.7 million
more than offset additions of $142.4 million.
At December 31, 2005, Kinross' estimated reclamation and remediation
obligation was $175.9 million, compared with $131.7 million at the end of 2004.
During 2005, reclamation expenditures totaled $24.0 million. The net increase of
$44.2 million is the result of higher cost assumptions used in determining the
estimate liabilities along with the ongoing development and expansion at various
operations. At producing mines, increases to estimated reclamation and
remediation costs are recorded as an adjustment to the corresponding asset
carrying amount. At closed mines, changes to estimates are charged directly to
earnings. In 2005, accretion and reclamation expense of $56.0 million included
$46.0 million related to increased cost estimates at mines no longer in
production.
CREDIT FACILITIES
In December 2004, Kinross replaced a $125 million credit facility with a
new three-year $200 million revolving credit facility. Kinross borrowed $105.0
million under the facility to satisfy a portion of the cost to purchase the
remaining 51% interest in the Paracatu mine. The credit agreement allowed for
the limit to be increased to $300 million. In February 2005, the limit was
increased by $15 million, which Kinross drew down on as a LIBOR loan for working
capital purposes. In March 2005, the limit was increased by $10 million to allow
for the issue of additional letters of credit. In April 2005, the outstanding
limit was increased to $295 million and the maturity date extended to April 30,
2008. Draw downs on the credit facility can be in U.S. or Canadian dollars and
allows for up to 70% of the outstanding limit to be drawn in gold. Upon each of
the first two anniversaries of the facility, with the lenders consent, Kinross
may extend the maturity of the facility by one year. A total of ten banks have
participated in the facility. The facility also provides credit support for
letters of credit issued to satisfy financial assurance requirements, primarily
associated with reclamation related activities.
The following table outlines the credit facility utilization as at
December 31:
--------------------------------------------------------------------------------
IN US$ MILLIONS 2005 2004
--------------------------------------------------------------------------------
Credit facility limit $ 295.0 $ 200.0
LIBOR loan (140.0) (105.0)
Letters of credit (117.6) (94.9)
--------------------------------------------------------------------------------
Credit facility availability as at December 31, $ 37.4 $ 0.1
--------------------------------------------------------------------------------
170
Obligations under the facility are secured by the assets of the Fort
Knox mine as well as by a pledge of shares in various wholly owned subsidiaries.
Pricing is dependent upon the ratio of Kinross' net debt to operating cash flow.
Assuming Kinross maintains a leverage ratio less than 1.25, interest charges are
as follows:
--------------------------------------------------------------------------------
INTEREST RATES IN
TYPE OF CREDIT CREDIT FACILITY
--------------------------------------------------------------------------------
Dollar based LIBOR loan LIBOR plus 1.00%
Letters of credit 1.00%
Bullion loan Gold lease rate plus 1.25%
Standby fee applicable to unused availability 0.25%
--------------------------------------------------------------------------------
The credit facility contains various covenants that include limits on
indebtedness, distributions, asset sales and liens. Significant financial
covenants include a minimum tangible net worth of $727.9 million (2004 - $727.9
million), an interest coverage ratio of 4.5:1.0, net debt to operating cash flow
of 3.0:1.0 and minimum proven and probable reserves of 6.0 million gold
equivalent ounces. Kinross was in compliance with all covenants as at December
31, 2005.
During 2005, Kinross agreed to establish a method of funding additional
cash calls from the Refugio mine rather than cash calling the joint venture
partner, Bema Gold Corporation. ScotiaBank Sud Americano extended a $12.0
million credit facility to the Chilean company that owns the Refugio mine,
Compania Minera Maricunga ("CMM"), of which Kinross owns 50%. Funds drawn on the
facility are in the form of one-year promissory notes and bear an interest rate
of LIBOR plus 1.24%. As at December 31, 2005, CMM has drawn $11.0 million on
this facility. Based on Kinross 50% ownership in CMM, $5.5 million is included
on Kinross' financial statements, as a current portion of long-term debt.
Kinross is the guarantor of the agreement.
At December 31, 2005, in addition to the $145.5 million borrowed under
the corporate and Refugio credit facilities, Kinross had capital leases of $13.8
million, for total long-term debt of $159.3 million. Capital lease payments of
$3.9 million and the repayment of the $5.5 million drawn down on the Refugio
credit facility are expected to take place in 2006.
LIQUIDITY OUTLOOK
The three major uses of cash in 2006 (compared with 2005), outside of
operating activities and general and administrative costs, are expected to be:
--------------------------------------------------------------------------------
IN US$ MILLIONS
2005 2006
--------------------------------------------------------------------------------
Site restoration $ 24.0 $ 36.3
Exploration and business development expense 26.6 30.7
Property, plant and equipment additions 142.4 285.3
--------------------------------------------------------------------------------
Total $ 193.0 $ 352.3
--------------------------------------------------------------------------------
The exploration costs are discussed further in the "Exploration and
Business Development Expense" section under "Consolidated Financial Results."
Kinross anticipates certain letters of credit will continue to be
released as various closure properties proceed with final reclamation; however,
the exact timing of these releases is uncertain. It is also difficult to predict
the specific timing of reductions or further increases in LIBOR based
borrowings. In addition, Kinross anticipates the need for additional bonding
requirements.
171
At December 31, 2005, Kinross had cash and cash equivalents of $97.6
million and $37.4 million available on its credit facility. Based on the average
gold price to-date in 2006, it is expected that Kinross' existing cash balances,
cash flow from operations and existing credit facilities will be sufficient to
fund the exploration, capital and reclamation programs budgeted for 2006.
Kinross is reviewing financing alternatives and is in negotiations to secure
additional debt financing for the Paracatu expansion project.
2006 CAPITAL ADDITIONS
Kinross has an aggressive capital expansion program planned for 2006
with forecasted expenditures of $285 million. Major expenditures forecast for
2006 include:
o $121 million at Paracatu, including approximately $100 million
related to the expansion project started in 2005, which is
subject to board approval;
o $51 million at the Fort Knox mine, including the costs related
to accessing the phase six ore zones;
o $37 million to be spent at the Buckhorn project in Washington
State, which is subject to the completion of the Crown Resource
transaction and permitting;
o $25 million at Round Mountain, which includes pit expansion and
pad construction costs;
o $14 million at the Porcupine Joint Venture on underground
development and Pamour construction; and
o $10 million at La Coipa, which includes capital development and
water treatment facilities.
All amounts represent Kinross' proportionate share of planned expenditures.
2006 RECLAMATION EXPENDITURES
Reclamation expenditures in 2006 are forecast to be $36.3 million.
Kinross' estimated expenditures include $7.8 million at Lupin, $2.9 million at
Kubaka and $1.3 million at New Britannia. Concurrent reclamation is also
scheduled at many of the operating mines. Reclamation and monitoring continues
at Kinross' Delamar, Haile and Mineral Hill sites.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
Kinross has entered into an agreement to acquire Crown Resources
Corporation ("Crown") in exchange for the issuance of Kinross' common shares.
Kinross will not issue fractional shares to the shareholders of Crown resulting
in a small amount that will be paid in cash. This acquisition is discussed in
the section entitled "Developments."
OFF-BALANCE SHEET ARRANGEMENTS
Other than the guarantee discussed in Note 25 to Kinross' consolidated
financial statements under the caption "Guarantee of third party contracts,"
Kinross does not have any off-balance sheet arrangements.
172
TABLE OF CONTRACTUAL OBLIGATIONS
-----------------------------------------------------------------------------------------------------------------
2010 AND
(in US$ millions) TOTAL 2006 2007 2008 2009 BEYOND
-----------------------------------------------------------------------------------------------------------------
Long-term debt obligations $ 145.5 $ 5.5 $ - $ 140.0 $ - $ -
Capital lease obligations 13.8 3.9 2.9 3.0 3.9 0.1
Operating lease obligations 21.9 5.7 4.7 4.8 5.4 1.3
Purchase obligations 226.1 129.9 57.0 33.8 5.4 -
Reclamation and remediation obligations 211.4 31.4 34.0 14.6 16.7 114.7
-----------------------------------------------------------------------------------------------------------------
Total $ 618.7 $ 176.4 $ 98.6 $ 196.2 $ 31.4 $ 116.1
-----------------------------------------------------------------------------------------------------------------
FINANCIAL INSTRUMENTS
Kinross may manage its exposure to fluctuations in commodity prices 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' exposure with respect to foreign exchange is
addressed under the section entitled "Risk Analysis - Foreign Currency Exchange
Risk" and, with respect to commodities, in the section entitled "Risk Analysis -
Commodity Price Risks."
QUARTERLY INFORMATION
---------------------------------------------------------------------------------------------------------------------------
Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 2005 2005 2005 2005 2004 2004 2004 2004
---------------------------------------------------------------------------------------------------------------------------
Metal sales $ 190.0 $ 181.1 $ 174.6 $ 179.8 $ 179.2 $ 174.6 $ 158.2 $ 154.8
Net earnings (loss) attributable to common shares $(154.3) $ (44.4) $ (16.4) $ (0.9) $ (88.0) $ 5.5 $ 11.7 $ 7.7
Basic and diluted earnings (loss) per share $ (0.45) $ (0.13) $ (0.05) $ - $ (0.25) $ 0.02 $ 0.03 $ 0.02
---------------------------------------------------------------------------------------------------------------------------
Cash flow provided from operating activities $ 23.8 $ 52.5 $ 30.6 $ 26.8 $ 57.9 $ 62.9 $ 25.4 $ 15.0
---------------------------------------------------------------------------------------------------------------------------
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS
Pursuant to regulations adopted by the U.S. Securities and Exchange
Commission (SEC), under the Sarbanes-Oxley Act of 2002 and those of the Canadian
Securities Administrators, Kinross' management evaluates the effectiveness of
the design and operation of Kinross' disclosure controls and procedures
(disclosure controls). This evaluation is done under the supervision of, and
with the participation of, the President and Chief Executive Officer and the
Chief Financial Officer.
As of the end of the period covered by this MD&A and accompanying
audited financial statements, Kinross' management evaluated the effectiveness of
its disclosure controls. Based on that evaluation, the President and Chief
Executive Officer and the Chief Financial Officer have concluded that Kinross'
disclosure controls and procedures were effective.
During the process of restating Kinross' 2003 and 2004 financial
statements, management identified certain significant deficiencies relating to
internal controls over financial reporting. These deficiencies were previously
disclosed in the December 31, 2004 Form 40-F and are:
o Kinross' ability to consistently record and reconcile financial
information in a timely manner;
o Inconsistent inventory tracking and procedures at different
operating location;
o Inadequate segregation of duties in particular areas;
173
o Adequacy of staffing in certain areas and in the training and
experience of personal;
o Inadequate processes and procedures in Kinross' financial
statement review procedures; and
o Deficiencies in certain areas of Kinross' technology systems.
The deficiencies have been discussed with the Audit Committee and
management has initiated an action plan to address each of these areas. In
addition, management is conducting a company-wide review of internal controls
over financial reporting since those controls will be subject to an attestation
report of Kinross' independent registered public accounting firm for the 2006
fiscal year as mandated by U.S. SEC rules. Management has already taken steps to
address some of these issues, including hiring additional staff in the internal
accounting department. Kinross will continue to address these issues throughout
the remainder of 2006.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Kinross' accounting policies are described in Note 3 to the consolidated
financial statements. The preparation of Kinross' consolidated financial
statements, in conformity with GAAP, requires management to make estimates and
assumptions that affect amounts reported in the consolidated financial
statements and accompanying notes. The following is a list of the accounting
policies that Kinross believes are critical, due to the degree of uncertainty
regarding the estimates or assumptions involved and the magnitude of the asset,
liability, revenue or expense being reported:
o Purchase price allocation;
o Carrying value of goodwill;
o Carrying value of operating mines, mineral rights, development
properties and other assets;
o Depreciation, depletion and amortization;
o Inventories;
o Reclamation and remediation obligations;
o Provision for income and mining taxes; and
o Contingencies.
Management has discussed the development and selection of the above
critical accounting policies with the Audit Committee of the Board of Directors,
and the Audit Committee has reviewed the disclosure relating to such policies in
the MD&A.
PURCHASE PRICE ALLOCATION
Business acquisitions are accounted for by the purchase method of
accounting. Under this method, the purchase price is allocated to the assets
acquired and the liabilities assumed based on fair value at the time of the
acquisition. The excess purchase price over the fair value of identifiable
assets and liabilities acquired is goodwill. The determination of fair value
often requires management to make assumptions and estimates about future events.
The assumptions and estimates with respect to determining the fair value of
property, plant and equipment acquired generally require a high degree of
judgment and include estimates of mineral reserves acquired, future gold prices
and discount rates. Changes in any of the assumptions or estimates used in
determining the fair value of acquired assets and liabilities could impact the
amounts assigned to assets, liabilities and goodwill in the purchase price
allocation. Future net earnings can be affected as a result of changes in future
depreciation and depletion, asset impairment or goodwill impairment.
174
CARRYING VALUE OF GOODWILL
At December 31, 2005, the carrying value of Kinross' goodwill was $321.2
million. The goodwill, as described in Note 5 to the consolidated financial
statements, arose in connection with Kinross' January 31, 2003 TVX/Echo Bay
acquisition. The goodwill, which represented the excess of the purchase price
over the fair value of identifiable net assets of TVX and Echo Bay as of January
31, 2003, totaled $736.7 million and was allocated to the acquired reporting
units in a reasonable, supportable and consistent manner. Impairment losses to
goodwill of $8.7 million, $12.4 million and $394.4 million were recorded for the
years ended December 31, 2005, 2004 and 2003, respectively. At the time of the
acquisition of TVX and Echo Bay, the goodwill was determined to represent:
1. The expected ability of Kinross to increase its mineral reserves
and resources based on its development of the identified exploration targets
existing on the properties which were part of the acquisition;
2. The optionality (real option value associated with the portfolio
of acquired mines as well as each individual mine) which relates to Kinross'
ability to make exploration decisions on the acquired properties and other
properties based upon changes in gold prices, including the ability to develop
additional, higher-cost reserves and to intensify efforts to develop the more
promising acquired properties and reduce efforts at developing the less
promising acquired properties when gold prices increase in the future; and
3. The going concern value of Kinross' capacity to replace and
augment reserves through completely new discoveries whose value is not reflected
in any of the other valuations of existing mining assets.
Goodwill that represents Kinross' ability to increase its mineral
reserves and resources was allocated to the respective reporting units based on
management estimates, which were corroborated by a three-year rolling ratio of
value additions into the mineral reserves and resources. In attempting to
increase reserves and resources beyond those identified at the time of the
acquisition, Kinross will have to make expenditures on exploration and
development, which may be significant. Subject to any significant adverse
changes in Kinross' long-term view of gold prices and foreign exchange rates,
Kinross believes it has the ability to provide funding for this work. In
addition to negative gold price and foreign exchange rate changes, Kinross faces
further risks involved in realizing production beyond the acquired mineral
reserves and resources. Exploration at the acquired reporting units will have to
be successful for there not to be further goodwill carrying value issues.
The goodwill representing the optionality available to Kinross was
allocated pro-rata, based on the fair value of the reporting units. The
realization of the optionality portion of goodwill is contingent upon the
realized gold price exceeding the prices used to calculate the fair value of the
identifiable net assets and the success of Kinross in capitalizing on these
higher gold prices, through the development of additional, higher-cost reserves.
The realization of the optionality value is also dependent on successfully
evaluating new information on Kinross' properties and allocating resources
between those properties in order to maximize future production and
profitability. There is a great deal of uncertainty involved in making decisions
about allocating resources. However, Kinross believes it has a management group
that has the requisite skills, abilities and experience to respond appropriately
to developments relating to Kinross' various properties.
Goodwill is not amortized. However, Kinross tests for goodwill
impairment at least annually, in the fourth quarter of its fiscal year. If a
reporting unit contains goodwill, Kinross compares the estimated fair value of
the entire unit with its carrying value (including goodwill). If the fair value
equals or exceeds the carrying value, Kinross concludes that the unit's goodwill
is not impaired. If the carrying value exceeds the fair value, Kinross estimates
the fair values of all assets and liabilities in the reporting unit, and
compares the net fair value amount of assets less liabilities to the estimated
value of the whole unit. The difference between the estimated value of the unit
and the net fair value amount represents the fair value of goodwill. If
necessary, Kinross reduces the carrying amount of goodwill to that newly
computed fair value.
The calculations involved in determining the fair values of the
reporting units involve a number of assumptions that are subject to risks and
uncertainty. These assumptions include, but are not limited to, future
175
market prices of gold, foreign exchange rates, inflation rates, discount rates,
tax rates, operating costs, capital expenditures and the discovery of additional
mineral reserves.
While Kinross believes that the approach used to calculate fair value
for each reporting unit is appropriate, Kinross also recognizes that the timing
and future value of additions to proven and probable mineral reserves, as well
as the gold price, are subject to potentially significant change from the
current expectations. For example, at December 31, 2005, a 10% reduction in
proven and probable mineral reserves, while keeping other variables constant,
would not have resulted in an additional impairment to goodwill. However, at
December 31, 2005, a reduction in the gold price of 10% would have the impact of
reducing the value of the goodwill by an additional $48.0 million, keeping other
variables constant.
CARRYING VALUE OF OPERATING MINES, MINERAL RIGHTS, DEVELOPMENT PROPERTIES AND
OTHER ASSETS
Kinross reviews and evaluates the carrying value of its operating mines
and development properties for impairment on an annual basis, or earlier when
events or changes in circumstances indicate that the carrying amounts of related
assets or groups of assets might not be recoverable. If the total estimated
future cash flows on an undiscounted basis are less than the carrying amount of
the asset, an impairment loss is measured and recorded. Future cash flows are
based on estimated future recoverable mine production, expected sales prices
(considering current and historical prices, price trends and related factors),
production levels and costs, capital and reclamation costs, all based on
detailed engineering life-of-mine plans. Future recoverable mine production is
determined from proven and probable mineral reserves and measured, indicated and
inferred mineral resources after taking into account losses during ore
processing and treatment. Estimates of recoverable production from inferred
mineral interests are risk adjusted based on management's relative confidence in
converting such interests to proven and probable reserves. All long-lived assets
at a particular operation are combined for purposes of estimating future cash
flows. In the case of exploration-stage mineral interests associated with
greenfields exploration potential, fair values are individually evaluated based
primarily on recent transactions involving sales of similar properties.
Assumptions underlying future cash flow estimates are subject to risks and
uncertainties. It is possible that changes in estimates with respect to Kinross'
mine plans could occur which may affect the expected recoverability of Kinross'
investments in the carrying value of the assets.
These changes in estimates could include differences in estimated and
actual costs of mining, differences between the actual gold price and price
assumptions used in the estimation of mineral reserves and resources and
differences in capital expenditure estimates from actual.
The reviews and evaluations completed for 2005, 2004, and 2003
determined that certain asset values had become impaired and charges of $176.0
million, $47.5 million and $17.1 million, respectively, were recorded. The
components of the asset impairment charges are discussed in "Impairment of
Goodwill, Property, Plant and Equipment and Investments" under the "Consolidated
Financial Results" section.
DEPRECIATION, DEPLETION AND AMORTIZATION
Expenditures for new facilities or equipment and expenditures that
extend the useful life of existing facilities or equipment are capitalized.
Mobile and other equipment is depreciated, net of residual value, on a
straight-line basis, over the useful life of the equipment. Plant and other
facilities, used in carrying out the mine operating plan, are amortized using
the units-of-production ("UOP") method over the estimated life of the ore body
based on recoverable ounces to be mined from estimated proven and probable
mineral reserves.
Costs to develop new properties are capitalized as incurred, where it
has been determined that a mineral property can be economically developed as a
result of establishing proven and probable mineral reserves. At Kinross' open
pit mines, these costs include costs to further delineate the ore body and
remove overburden to initially expose the ore body. At Kinross' underground
mines, these costs include the costs of building access ways, shaft sinking and
access, lateral development, drift development, ramps and infrastructure
development. All such costs are amortized using the UOP method based on
recoverable ounces to be mined from proven and probable mineral reserves.
176
Major development costs incurred after the commencement of production
are amortized using the UOP method based on recoverable ounces to be mined from
estimated proven and probable mineral reserves.
The calculation of the UOP rate of amortization, and therefore the
annual depreciation, depletion, and amortization expense, could be materially
affected by changes in estimates. These changes in estimates could be a result
of actual future production differing from current forecasts of future
production based on proven and probable mineral reserves. These factors could
include an expansion of proven and probable mineral reserves through exploration
activities, differences between estimated and actual costs of mining and
differences in gold price used in the estimation of proven and probable mineral
reserves.
The calculation of straight-line amortization of intangible assets could
be materially affected by changes in the estimated useful life and residual
values. These changes could be a result of exploration activities and
differences in gold and silver prices used in the estimation of mineral
reserves.
Significant judgment is involved in the determination of useful life and
residual values for the computation of depreciation, depletion, and amortization
and no assurance can be given that actual useful lives and residual values will
not differ significantly from current assumptions.
INVENTORIES
Expenditures and depreciation, depletion, and amortization of assets
incurred in the mining and processing activities that will result in future gold
production are deferred and accumulated as ore in stockpiles, ore on leach pads
and in-process inventories. These deferred amounts are carried at the lower of
average cost or net realizable value ("NRV"). NRV is the difference between the
estimated future gold price based on prevailing and long-term prices, less
estimated costs to complete production into a saleable form. Write-downs of ore
in stockpiles, ore on leach pads and inventories resulting from NRV impairments
are reported as a component of current period costs. The primary factors that
influence the need to record write-downs include prevailing and long-term gold
prices and prevailing costs for production inputs such as labor, fuel and
energy, materials and supplies, as well as realized ore grades and actual
production levels.
Stockpiles are comprised of coarse ore that has been extracted from the
mine and is available for further processing. Stockpiles are measured by
estimating the number of tonnes added and removed from the stockpile, the number
of contained gold ounces based on assay data and the estimated recovery
percentage based on the expected processing method. Stockpile tonnages are
verified by periodic surveys. Stockpiles are valued based on mining costs
incurred up to the point of stockpiling the ore, including applicable
depreciation, depletion, and amortization relating to mining operations. Costs
are added to stockpiles based on the current mining cost per tonne and removed
at the average costs per tonne. Kinross' ore in stockpiles had a carrying value
of $30.8 million at December 31, 2005.
Ore on leach pads represents ore that is placed on pads where it is
permeated with a chemical solution that dissolves the gold contained in the ore.
The resulting recovered solution, which is included in in-process inventory, is
further processed in a plant where gold is recovered. Costs are attributed to
the leach pads based on current mining costs, including applicable depreciation,
depletion, and amortization relating to mining operations. Costs are removed
from the leach pad as ounces are recovered in circuit at the plant based on the
average cost per recoverable ounce of gold on the leach pad. Estimates of
recoverable gold on the leach pads are calculated from the quantities of ore
placed on the pads, the grade of ore placed on the leach pads (based on assay
data) and a recovery percentage. Timing and ultimate recovery of gold contained
on leach pads can vary significantly. Although the quantities of recoverable
gold placed on the leach pads are reconciled by comparing the grades of ore
placed on the leach pads to the quantities of gold actually recovered
(metallurgical balancing), the nature of the leaching process inherently limits
the ability to precisely monitor inventory levels. As a result, the
metallurgical balancing process is constantly monitored and the engineering
estimates are refined based on actual results over time. The ultimate recovery
of gold from a pad will not be known until the leaching process is terminated.
Kinross' ore on leach pads had a carrying value of $17.1 million at December 31,
2005.
177
In-process inventories represent materials that are currently in the
process of being converted to a saleable product. Conversion processes vary
depending on the nature of the ore and the specific mining operation, but
include mill in-circuit, leach in-circuit, flotation and column cells, and
carbon in-pulp inventories. In-process material is measured based on assays of
the material fed to the processing plants and the projected recoveries of the
respective plants. In-process inventories are valued at the average cost of the
material fed to the processing plant which is attributable to the source
material coming from the mines, stockpiles or leach pads plus the in-process
conversion costs, including applicable depreciation relating to the process
facilities, incurred to that point in the process. Kinross' in-process inventory
had a carrying value of $12.7 million at December 31, 2005.
The allocation of costs to ore in stockpiles, ore on leach pads and
in-process inventories and the determination of NRV involve the use of
estimates. A high degree of judgment is involved in estimating future costs,
future production levels, proven and probable mineral reserve estimates, gold
and silver prices and the ultimate estimated recovery (for ore on leach pads).
There can be no assurance that actual results will not differ significantly from
estimates used in the determination of the carrying value of inventories.
RECLAMATION AND REMEDIATION OBLIGATIONS
Mining and exploration activities are subject to various laws and
regulations governing the protection of the environment. In general, these laws
and regulations are continually changing and, Kinross believes over time,
becoming more restrictive. Kinross has made, and intends to make in the future,
expenditures to comply with such laws and regulations. Kinross records the
estimated present value of reclamation liabilities in the period in which they
are incurred. A corresponding increase to the carrying amount of the related
asset is recorded and depreciated over the life of the asset. The liability will
be increased each period to reflect the interest element (accretion) reflected
in its initial measurement at fair value, and will also be adjusted for changes
in the estimate of the amount, timing and cost of the work to be carried out.
Future remediation costs for inactive mines are accrued based on
management's best estimate at the end of each period of the undiscounted costs
expected to be incurred at each site. Changes in estimates are reflected in
earnings in the period an estimate is revised.
Accounting for reclamation and remediation obligations requires
management to make estimates unique to each mining operation of the future costs
Kinross will incur to complete the reclamation and remediation work required to
comply with existing laws and regulations. Actual costs incurred in future
periods could differ from amounts estimated. Additionally, future changes to
environmental laws and regulations could increase the extent of reclamation and
remediation work required to be performed by Kinross. Any such increase in
future costs could materially impact the amounts charged to operations for
reclamation and remediation. At December 31, 2005, the undiscounted future cost
of reclamation and remediation obligations before inflation was estimated to be
$211.4 million. The present value of estimated future cash outflows for
reclamation and remediation obligations was $175.9 million and $131.7 million at
December 31, 2005 and 2004, respectively.
PROVISION FOR INCOME AND MINING TAXES
Kinross recognizes the future tax benefit related to deferred income and
resource tax assets and sets up a valuation allowance against any portion that
it believes will, more likely than not, fail to be realized (see Note 17 to the
consolidated financial statements). Assessing the recoverability of future
income tax assets requires management to make significant estimates of future
taxable income. Estimates of future taxable income are subject to changes as
discussed under the section "Carrying Value of Operating Mines, Mineral Rights,
Development Properties and Other Assets." To the extent that future cash flows
and taxable income differ significantly from estimates, the ability of Kinross
to realize the net deferred tax assets recorded at the balance sheet date could
be impacted. In addition, future changes in tax laws could limit the ability of
Kinross to obtain tax deductions in future periods from deferred income and
resource tax assets.
RECENT PRONOUNCEMENTS AND ACCOUNTING CHANGES
Please refer to Note 4 to the December 31, 2005 consolidated financial
statements.
178
RISK ANALYSIS
The operations of Kinross are high-risk due to the nature of the
operation, exploration, and development of mineral properties. Certain risk
factors listed below are related to the mining industry in general while others
are specific to Kinross. Included in the risk factors below are details on how
Kinross seeks to mitigate these risks wherever possible. For additional
discussion of risk factors please refer to the information under the caption
"Risk Factors."
GOLD PRICE
The profitability of any gold mining operation in which Kinross has an
interest will be significantly affected by changes in the market price of gold.
Gold prices fluctuate on a daily basis and are affected by numerous factors
beyond Kinross' control. The supply and demand for gold, the level of interest
rates, the rate of inflation, investment decisions by large holders of gold,
including governmental reserves, and stability of exchange rates can all cause
significant fluctuations in gold prices. Such external economic factors are in
turn influenced by changes in international investment patterns and monetary
systems and political developments. The price of gold has fluctuated widely and
future serious price declines could cause continued commercial production to be
impractical. Depending on the price of gold, cash flow from mining operations
may not be sufficient to cover costs of production and capital expenditures. If,
as a result of a decline in gold prices, revenues from metal sales were to fall
below operating costs, production may be discontinued.
NATURE OF MINERAL EXPLORATION AND MINING
The exploration and development of mineral deposits involves significant
financial and other risks over an extended period of time, which even a
combination of careful evaluation, experience and knowledge may not eliminate.
While discovery of a gold-bearing structure may result in substantial rewards,
few properties explored are ultimately developed into producing mines. Major
expenditures are required to establish reserves by drilling and to construct
mining and processing facilities at a site. It is impossible to ensure that the
current or proposed exploration programs on properties in which Kinross has an
interest will result in profitable commercial mining operations.
The operations of Kinross are subject to the hazards and risks normally
incident to exploration, development and production of gold and silver, any of
which could result in damage to life or property, environmental damage and
possible legal liability for such damage. The activities of Kinross may be
subject to prolonged disruptions due to weather conditions depending on the
location of operations in which it has interests. Hazards, such as unusual or
unexpected formations, rock bursts, pressures, cave-ins, flooding or other
conditions, may be encountered in the drilling and removal of material. While
Kinross may obtain insurance against certain risks, potential claims could
exceed policy limits or could be excluded from coverage. There are also risks
against which Kinross cannot or may elect not to insure. The potential costs
which could be associated with any liabilities not covered by insurance or in
excess of insurance coverage or compliance with applicable laws and regulations
may cause substantial delays and require significant capital outlays, adversely
affecting the future earnings and competitive position of Kinross and,
potentially, its financial viability.
Whether a gold deposit will be commercially viable depends on a number
of factors, some of which include the particular attributes of the deposit, such
as its size and grade, costs and efficiency of the recovery methods that can be
employed, proximity to infrastructure, financing costs and governmental
regulations, including regulations relating to prices, taxes, royalties,
infrastructure, land use, importing and exporting of gold and environmental
protection. The effect of these factors cannot be accurately predicted, but the
combination of these factors may result in Kinross not receiving an adequate
return on its invested capital.
Kinross mitigates the likelihood and potential severity of these mining
risks it encounters in its day-to-day operations through the application of high
operating standards. In addition, Kinross reviews its insurance coverage at
least annually to ensure the most complete and cost-effective coverage is
obtained.
179
ENVIRONMENTAL RISKS
Kinross' mining and processing operations and exploration activities in
Canada, the United States, Russia, Brazil, Chile, and other countries are
subject to various laws and regulations governing the protection of the
environment, exploration, development, production, exports, taxes, labor
standards, occupational health, waste disposal, toxic substances, mine safety,
and other matters. New laws and regulations, amendments to existing laws and
regulations, or more stringent implementation of existing laws and regulations
could have a material adverse impact on Kinross through increased costs, a
reduction in levels of production and/or a delay or prevention of the
development of new mining properties. Compliance with these laws and regulations
requires significant expenditures and increases Kinross' mine development and
operating costs.
In all jurisdictions, permits from various governmental authorities are
necessary in order to engage in mining operations. Such permits relate to many
aspects of mining operations, including maintenance of air, water and soil
quality standards. In most jurisdictions, the requisite permits cannot be
obtained prior to completion of an environmental impact statement and, in some
cases, public consultation. Further, Kinross may be required to submit for
government approval a reclamation plan and to pay for the reclamation of the
mine site upon the completion of mining activities. At December 31, 2005, the
liability for reclamation and remediation obligations on an undiscounted basis
before inflation is estimated to be approximately $211.4 million based on
information as of such date. Kinross mitigates this risk by performing certain
reclamation activities concurrent with production. Planned spending on
reclamation and remediation in 2006 is $36.3 million.
Mining, like many other extractive natural resource industries, is
subject to potential risks and liabilities associated with pollution of the
environment and the disposal of waste products occurring as a result of mineral
exploration and production. Environmental liability may result from mining
activities conducted by others prior to Kinross' ownership of a property. To the
extent Kinross is subject to uninsured environmental liabilities, the payment of
such liabilities would reduce funds otherwise available to it for business
activities and could have a material adverse effect on Kinross. Should Kinross
be unable to fully fund the cost of remedying an environmental problem, Kinross
might be required to suspend operations or enter into interim compliance
measures pending completion of the required remedy, which could have a material
adverse effect. Kinross mitigates the likelihood and potential severity of these
environmental risks it encounters in its day-to-day operations through the
application of high operating standards.
RESERVE ESTIMATES
The reserve and resource figures are estimates, and no assurance can be
given that the anticipated tonnages and grades will be achieved or that the
indicated level of recovery will be realized. Market fluctuations in the price
of gold may render the mining of ore reserves uneconomical and require Kinross
to take a write-down of an asset or to discontinue development or production.
Moreover, short-term operating factors relating to the reserves, such as the
need for orderly development of the ore body or the processing of new or
different ore grades, may cause a mining operation to be unprofitable in any
particular accounting period.
Proven and probable reserves at Kinross' mines and development projects
were estimated as of December 31, 2005, based upon a gold price of $400 per
ounce of gold. Prior to 2002, gold prices were significantly below these levels.
Prolonged declines in the market price of gold may render reserves containing
relatively lower grades of gold mineralization uneconomic to exploit and could
materially reduce Kinross' reserves. Should such reductions occur, material
write-downs of Kinross' investment in mining properties or the discontinuation
of development or production might be required, and there could be material
delays in the development of new projects and reduced income and cash flow.
There are numerous uncertainties inherent in estimating quantities of
proven and probable gold reserves. The estimates in this document are based on
various assumptions relating to gold prices and exchange rates during the
expected life of production and the results of additional planned development
work. Actual future production rates and amounts, revenues, taxes, operating
expenses, environmental and regulatory compliance expenditures, development
expenditures and recovery rates may vary substantially from those assumed in the
estimates. Any
180
significant change in these assumptions, including changes that result from
variances between projected and actual results, could result in a material
downward or upward revision of current estimates.
OPERATIONS OUTSIDE OF NORTH AMERICA
Kinross has mining operations and carries out exploration and
development activities outside of North America in Russia, Brazil, Chile and
Zimbabwe. There is no assurance that future political and economic conditions in
these countries will not result in those countries' governments adopting
different policies respecting foreign development and ownership of mineral
resources. Any such changes in policy may result in changes in laws affecting
ownership of assets, taxation, rates of exchange, gold sales, environmental
protection, labor relations, repatriation of income, and return of capital.
Changes in any of these areas may affect both the ability of Kinross to
undertake exploration and development activities in respect of future properties
in the manner currently contemplated, as well as its ability to continue to
explore, develop, and operate those properties for which it has obtained
exploration, development, and operating rights to date. The possibility that a
future government of these countries may adopt substantially different policies,
which might extend to expropriation of assets, cannot be ruled out.
Kinross is subject to the considerations and risks of operating in
Russia. The economy of the Russian Federation continues to display
characteristics of an emerging market. These characteristics include, but are
not limited to, the existence of a currency that is not freely convertible
outside of the country, extensive currency controls and high inflation. The
prospects for future economic stability in the Russian Federation are largely
dependent upon the effectiveness of economic measures undertaken by the
government, together with legal, regulatory and political developments.
Russian laws, licenses and permits have been in a state of change and
new laws may be given a retroactive effect. It is also not unusual in the
context of dispute resolution in Russia for parties to use the uncertainty in
the Russian legal environment as leverage in business negotiations. In addition,
Russian tax legislation is subject to varying interpretations and constant
change. Further, the interpretation of tax legislation by tax authorities as
applied to the transactions and activities of Kinross' Russian operations may
not coincide with that of management. As a result, tax authorities may challenge
transactions and Kinross' Russian operations may be assessed additional taxes,
penalties and interest, which could be significant. The periods remain open to
review by the tax authorities for three years. Kinross mitigates this risk
through ongoing communications with the Russian regulators.
Kinross is subject to risks relating to an uncertain and unpredictable
political and economic environment in Zimbabwe. Significant economic instability
in Zimbabwe is expected to negatively impact the business environment and may
lead to long-term negative changes in the approaches taken with respect to
ownership of natural resources by foreign companies. In 2001, Kinross recorded a
write-down of $11.8 million relating to Kinross' inability to manage this
operation because of political turmoil creating inflationary pressure within
Zimbabwe, difficulty in accessing foreign currency to pay for imported goods and
services and civil unrest. Due to Kinross' continuing inability to control
distributions from the operations in Zimbabwe, Kinross discontinued
consolidation of the results of this operation in 2002 and stopped reporting
mining production in 2003.
In addition, the economies of Russia, Brazil, Chile and Zimbabwe differ
significantly from the economies of Canada and the United States. Growth rates,
inflation rates and interest rates of developing nations have been and are
expected to be more volatile than those of western industrial countries.
LICENSES AND PERMITS
The operations of Kinross require licenses and permits from various
governmental authorities. However, such licenses and permits are subject to
change in various circumstances. There can be no guarantee that Kinross will be
able to obtain or maintain all necessary licenses and permits that may be
required to explore and develop its properties, commence construction or
operation of mining facilities and properties under exploration or development
or to maintain continued operations that economically justify the cost. Kinross
endeavors to be in compliance with these regulations at all times.
181
TITLE TO PROPERTIES
The validity of mining claims which constitute most of Kinross' property
holdings in Canada, the United States, Brazil, Chile, and Russia may, in certain
cases, be uncertain and is subject to being contested. Kinross' titles,
particularly title to undeveloped properties, may be defective.
Certain of Kinross' United States mineral rights consist of unpatented
lode mining claims. Unpatented mining claims may be located on United States
federal public lands open to appropriation, and may be either lode claims or
placer claims depending upon the nature of the deposit within the claim. In
addition, unpatented mill site claims, which may be used for processing
operations or other activities ancillary to mining operations, may be located on
federal public lands that are non-mineral in character. Unpatented mining claims
and mill sites are unique property interests, and are generally considered to be
subject to greater title risk than other real property interests because the
validity of unpatented mining claims is often uncertain and is always subject to
challenges of third parties or contests by the federal government of the United
States. The validity of an unpatented mining claim, in terms of both its
location and its maintenance, is dependent on strict compliance with a complex
body of United States federal and state statutory and decisional law. In
addition, there are few public records that definitively control the issues of
validity and ownership of unpatented mining claims. The General Mining Law of
the United States, which governs mining claims and related activities on United
States federal public lands, includes provisions for obtaining a patent, which
is essentially equivalent to fee title, for an unpatented mining claim upon
compliance with certain statutory requirements (including the discovery of a
valuable mineral deposit).
COMPETITION
The mineral exploration and mining business is competitive in all of its
phases. Kinross competes with numerous other companies and individuals,
including competitors with greater financial, technical, and other resources
than Kinross, in the search for and the acquisition of attractive mineral
properties. The ability of Kinross to acquire properties in the future will
depend not only on its ability to develop its present properties, but also on
its ability to select and acquire suitable producing properties or prospects for
mineral exploration. There is no assurance that Kinross will continue to be able
to compete successfully with its competitors in acquiring such properties or
prospects.
JOINT VENTURES
Certain of the operations in which Kinross has an interest are operated
through joint ventures with other mining companies. Any failure of such other
companies to meet their obligations to Kinross or to third parties could have a
material adverse effect on the joint venture. In addition, Kinross may be unable
to exert control over strategic decisions made in respect of such properties.
INTEREST RATE FLUCTUATIONS
Fluctuations in interest rates can affect Kinross' results of operations
and cash flow. Kinross' credit facilities are subject to variable interest
rates. At December 31, 2005, $145.5 million had been drawn down on the
facilities.
DISCLOSURES ABOUT MARKET RISKS
To determine its market risk sensitivities, Kinross uses an internally
generated financial forecast that is sensitized to various gold prices, currency
exchange rates, interest rates and energy prices. The variable with the greatest
impact is the gold price, and Kinross prepares a base case scenario and then
sensitizes it by a 10% increase and decrease in the gold price. For 2006,
sensitivity to a 10% change in the gold price is $62.8 million on pre-tax
earnings. Kinross' financial forecast covers the projected life of its mines. In
each year, gold is produced according to the mine plan. Costs are estimated
based on current production costs plus the impact of any major changes to the
operation during its life. Quantitative disclosure of market risks is disclosed
below.
182
COMMODITY PRICE RISKS
Kinross' net income can vary significantly with fluctuations in the
market price of gold. At various times, in response to market conditions,
Kinross has entered into gold forward sales contracts, spot deferred forward
sales contracts and written call options for some portion of expected future
production in an attempt to mitigate the risk of adverse price fluctuations.
Kinross is not subject to margin requirements on any of its hedging lines. Due
to the increase in gold prices, Kinross made a decision in 2002 to continue to
deliver into its existing financial instruments, thereby increasing its exposure
to changes in gold prices.
While Kinross made the decision not to continue with a comprehensive
gold hedging program, Kinross, on occasion, may enter into forward sales
contracts or similar instruments in a limited nature when deemed advantageous by
management. As at December 31, 2005, Kinross had no forward sales contracts
outstanding. However, as at December 31, 2005, Kinross had sold 255,000 ounces
of call options at an average strike price of $522 per ounce. Changes in the
fair value of call options outstanding are recognized in the period incurred.
Based on the year end gold price of $513 per ounce, a loss of $6.2 million was
recognized in earnings in 2005. In addition, at December 31, 2005, Kinross held
put options on 150,000 ounces. If the market price of gold remains above $250
per ounce through 2006 these put options will expire unexercised. Kinross does
not include these financial instruments in testing for impairment of operating
mines, mineral rights, and development properties.
FOREIGN CURRENCY EXCHANGE RISK
Kinross conducts the majority of its operations in the United States,
Canada, Brazil, Chile and Russia. Currency fluctuations affect the cash flow
that Kinross realizes from its operations as gold is sold in U.S. dollars, while
production costs are incurred in U.S. and Canadian dollars, Brazilian reais,
Chilean pesos and Russian rubles. Kinross' results are positively affected when
the U.S. dollar strengthens against these foreign currencies and adversely
affected when the U.S. dollar weakens against these foreign currencies. Where
possible, Kinross' cash and cash equivalent balances are primarily held in U.S.
dollars. Holdings denominated in other currencies are relatively insignificant.
At December 31, 2005, Kinross had currency forward contracts for 14.8 million
reais during 2006 at an exchange rate of 2.47 reais to one U.S. dollar.
CHILEAN PESOS
Kinross has joint venture interests in the Refugio and La Coipa mines,
both located in Chile. Kinross estimates a 10% change from a budgeted exchange
rate of 525 pesos to one U.S. dollar could result in an approximate $2.8 million
change in Kinross' operating earnings. In addition, a 10% change in the exchange
rate could result in an approximate $0.8 million change in Kinross' capital
expenditures.
BRAZILIAN REAIS
Kinross is a partner in the Crixas mine and, as of December 31, 2004,
the 100% owner of the Paracatu mine, both located in Brazil. Kinross has
currency forward contracts for 14.8 million reais during 2006 at an exchange
rate of 2.47 reais to one U.S. dollar. Including these forward contracts,
Kinross estimates a 10% change from a budgeted exchange rate of 2.30 Brazilian
reais to one U.S. dollar could result in an approximate $6.5 million change in
Kinross' operating earnings. In addition, Kinross has budgeted capital
expenditures of 295.7 million Brazilian reais. A 10% change in the exchange rate
could result in an approximate $12.6 million change in Kinross' capital
expenditures.
CANADIAN DOLLARS
Kinross 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 estimates a 10% change from a budgeted exchange rate of CDN $1.25 per
U.S. dollar could result in an approximate $12.7 million change in Kinross'
operating earnings. In addition, Kinross has budgeted capital and reclamation
expenditures of
183
CDN $41 million. A 10% change in the exchange rate could result in an
approximate $3.4 million change in Kinross' capital and reclamation
expenditures.
RUSSIAN RUBLES
Kinross operates the Kubaka mine in Russia. Kinross estimates a 10%
change from a budgeted exchange rate of 30 rubles to one U.S. dollar could
result in an approximate $0.3 million change in Kinross' operating earnings.
CREDIT RISK
Credit risk relates to accounts receivable and derivative contracts and
arises from the possibility that a counterparty to an instrument fails to
perform. Kinross only transacts with highly-rated counterparties and a limit on
contingent exposure has been established for each counterparty based on the
counterparty's credit rating. At December 31, 2005, Kinross' gross credit
exposure was $0.1 million. At December 31, 2004, the gross credit exposure was
$34.6 million.
--------------------------------------------------------------------------------
THE MERGER
--------------------------------------------------------------------------------
The discussion in this Proxy Statement/Prospectus of the merger and the
principal terms of the merger agreement is subject to, and qualified in its
entirety by, the merger agreement attached to this Proxy Statement/Prospectus as
Appendix "A," which is incorporated herein by this reference.
GENERAL
Kinross and Crown are furnishing this Proxy Statement/Prospectus to
holders of Crown common stock in connection with the solicitation of proxies by
the board of directors of Crown for approval, among other things, of the merger
contemplated by the merger agreement. The merger agreement provides for the
merger of Crown with and into Crown Merger, with Crown surviving the merger.
The merger was unanimously approved by the board of directors of both
Kinross and Crown. Neither board formed a special committee in connection with
their consideration of the merger.
The Crown common stock will be converted into Kinross common shares on
the basis of 0.32 shares of Kinross common shares for each share of Crown common
stock previously outstanding.
If the holder of any unexercised warrant to purchase shares of Crown
common stock so elects, the warrant will be exchanged for 0.32 of a Kinross
common share for each share of Crown common stock that would have been issued on
exercise of the warrant immediately prior to the effective time of the merger on
a cashless basis and the number of shares of Solitario common stock to which the
holder would have been entitled if the warrant had been exercised on a cashless
basis immediately prior to the distribution of the Solitario stock. If the
holder does not make the foregoing election, the warrant will represent the
right to acquire Kinross common shares and, on exercise, to receive the number
of shares of Solitario common stock to which the holder would have been entitled
if the warrant had been exercised on a cashless basis immediately prior to the
distribution of the Solitario stock in accordance with the terms and conditions
of the warrant as amended pursuant to the merger agreement.
The merger agreement contemplates that the merger will be completed
within three business days of the satisfaction of all conditions precedent. The
parties anticipate closing the merger as quickly as practicable subsequent to
the approval of the transaction by the Crown shareholders. Completion of the
merger is subject to the satisfaction of all conditions which must be satisfied
or waived by the parties. In the event of the failure to meet any of these
conditions, the merger may not be completed even if approved by the Crown
stockholders.
184
For a discussion of the principal United States federal income tax
consequences of the merger to Kinross, Crown, and their respective shareholders,
see "Tax Consequences."
BACKGROUND OF THE MERGER
In 1991, Crown had formed a joint venture with Battle Mountain to
develop Crown's Buckhorn Mountain Project, then named the Crown Jewel. Battle
Mountain spent a substantial amount of its money and time in developing an
open-pit mining plan and seeking appropriate permitting and other approvals for
the plan. Battle Mountain's plan encountered substantial regulatory, political,
and environmental opposition, and these factors, along with the acquisition of
Battle Mountain by Newmont, lead to the abandonment of its interest in the joint
venture to Crown in July 2001. As a result of Battle Mountain's withdrawal from
the venture, Crown began work on a revised plan of operations for the Buckhorn
Mountain Project. During this period, and primarily as a result of previous
difficulties in obtaining the permitting and other approvals required to
commence open pit mining operations, Crown did not gain the interest of
qualified third parties as either joint venture partners or merger or
acquisition candidates, under any reasonable economic terms. However, as part of
Crown's efforts to complete a revised plan of operations and updated feasibility
study for the Buckhorn Mountain Project, Crown remained aware of a potential
venture with Echo Bay, specifically in relation to its Kettle River mill and
tailings facilities, which had unique and favorable economic and geographic
synergies in relation to the Buckhorn Mountain Project.
On May 3, 2002, a meeting was held between Chris Herald, Crown's Chief
Executive Officer and Bob LeClerc, then the Chief Executive Officer of Echo Bay
at Echo Bay's Littleton, Colorado office. At the meeting, Mr. Herald and Mr.
LeClerc discussed whether Crown and Echo Bay would be interested in a possible
combination of Crown's Buckhorn Mountain Project with Echo Bay's Kettle River
operations, both of which sites are located in Washington, and the possible
benefits of such a combination. Both parties agreed that a combination of the
projects potentially had substantial merit and agreed to work towards the
execution of a confidentiality agreement.
On June 10, 2002, Kinross, Echo Bay, and TVX announced an agreement to
combine their respective businesses, with Kinross being the surviving parent
corporation.
On June 18, 2002, Crown and Echo Bay executed a confidentiality
agreement, allowing each company to make documents and other confidential
information available to the other in connection with a possible transaction.
On July 20 and 21, 2002, Crown and Echo Bay held technical due diligence
meetings at Crown's Oroville, Washington office, and at the Buckhorn Mountain
Project and Kettle River sites. Crown and Echo Bay exchanged technical reports
and data prior to such meetings. Participating in the meeting on behalf of Crown
were Mr. Herald and Peter Cooper, and on behalf of Echo Bay were Dan Hussey and
Scott Marikis.
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.
185
On February 20, 2003, Mr. Herald and Walt Hunt, Crown's Vice-President
of Operations, met with representatives of Kinross in its Toronto, Ontario
office to discuss a potential transaction. Kinross was represented by Robert
Buchan, its then President and Chief Executive Officer, John Ivany, its then
Executive Vice-President and General Counsel, Rod Cooper, its then Director of
Technical Services, Gordon McCreary, its then Vice-President of Corporate
Affairs, and Ronald Stewart, its Vice-President of Exploration. Crown presented
the current status of the Buckhorn Mountain Project, discussing resources,
permitting and feasibility studies either underway or planned. Crown delivered
updated Buckhorn Mountain Project information to Kinross for its review. Kinross
and Crown agreed to continue discussions and to exchange additional information
in the future as necessary for the companies' respective technical reviews.
Later that day, additional Kinross personnel were notified of the meeting and
the status of the review, including Scott Caldwell, Executive Vice-President and
Chief Operating Officer, Brian W. Penny, then Vice-President-Finance and Chief
Financial Officer, Chris Hill, then Treasurer, and Jerry Danni, then
Vice-President of Environmental Affairs.
In March, 2003, Kinross held several telephone discussions with Crown,
particularly Walt Hunt, regarding the technical aspects of the Buckhorn Mountain
Project and exchanged various documents. Also in March of 2003, AMEC Engineering
and Constructors were commissioned by Kinross to review the geological data
concerning the Buckhorn Mountain Project and construct a confirmatory resource
model.
On April 2, 2003, Mr. Ivany telephoned Mr. Herald and indicated that
Kinross' technical review of the Buckhorn Mountain Project appeared positive.
Mr. Ivany thought it would take a couple of weeks to complete the evaluation and
potentially develop a proposal.
On April 20, 2003, Mr. Ivany called Mr. Herald to discuss the results of
Kinross' technical evaluation. Mr. Ivany indicated that Kinross was pleased with
the technical review of the Buckhorn Mountain Project, but was concerned about
permitting. Mr. Ivany indicated that Kinross was continuing to develop and
explore its Emanuel Creek project. Mr. Ivany and Mr. Herald discussed some
general concepts whereby Kinross might make an offer conditioned on reaching
future permitting milestones at the Buckhorn Mountain Project, but it was
decided that the concepts would be too ambiguous and not attractive for either
party. Mr. Ivany and Mr. Herald agreed to stay in touch and that Kinross would
continue to monitor Crown's progress on the project.
Between April and July, 2003, Walt Hunt of Crown and Scott Marikis of
Kinross held informal telephone discussions regarding the progress of the
permitting effort at the Buckhorn Mountain Project.
On July 30, 2003, Mr. Ivany and Mr. Herald held discussions by
telephone, arranging a meeting between Mr. Herald and Mr. Danni for the purpose
of updating Kinross on the permitting developments with respect to the Buckhorn
Mountain Project.
On August 1, 2003, Mr. Herald met with Mr. Danni and Debbie Struhsacker,
Kinross Gold U.S.A., Inc.'s (a wholly-owned subsidiary of Kinross)
Vice-President-U.S. Governmental and Environmental Affairs, in Denver, Colorado.
Mr. Herald updated Mr. Danni and Ms. Struhsacker on Crown's progress on the new
Buckhorn Mountain Project Plan of Operations to be filed with the USFS and the
WDOE. Crown's political efforts and its public outreach program were also
discussed. In addition, Mr. Herald provided an update of recent Washington
legislation pertaining to regulatory reform to Kinross. The parties also
discussed the status of Crown's patent application with the Bureau of Land
Management. Mr. Herald provided documents related to many of the topics
discussed. Mr. Danni said he would evaluate the information further and report
to Kinross management.
On August 7, 2003, during a meeting of Kinross' board of directors, Mr.
Buchan informed Kinross' directors of the ongoing discussions with Crown.
A meeting was held on August 25 and 26, 2003, at Crown's Oroville,
Washington office between Mr. Herald, Mr. Hunt and Lyle Morganthaler, an
independent mining engineer representing Crown, on behalf of Crown, and Mr.
Cooper, Mr. Caldwell, Mike Doyle, the General Manager for Kinross' Round
Mountain mine in Nevada and Al Kirkem, Kinross' Exploration Manager, on behalf
of Kinross. Crown presented information regarding the Buckhorn Mountain Project
that had been developed to date. The parties also generally discussed options
related to
186
the Kettle River mill, and its potential utility in the Buckhorn Mountain
Project. The meetings also included a brief inspection of core drillings, a
visit to the Buckhorn Mountain Project proposed mill and tailings site, a tour
of the Buckhorn Mountain Project deposit, and a drive of a Buckhorn Mountain
Project to Emanuel Creek potential haul road. Kinross also provided a review of
its exploration results from the Emanuel Creek site.
On August 26, 2003, Mr. Cooper, Mr. Caldwell, Mr. Danni, Mr. Doyle, and
Mr. Kirkham met with Gordon Fellows, Kinross' Engineering and Environmental
Manager at Kettle River, Mike Rasmussen, Kinross' Senior Exploration Geologist,
and Robert Taylor, Kinross' General Manager at Kettle River. The meeting took
place at the Kettle River mine offices. The individuals from Kinross discussed
the potential for a transaction with Crown and reviewed Kettle River information
relevant to Kinross' financial analysis of Crown. After the meeting, Kinross
confidentially informed Wayne Zigarlick, Kinross' Mill Manager at Kettle River
and Dave Riggleman, Kinross' Operations Manager at Kettle River, of the
potential transaction, since their input would be required to finalize the
financial analysis. Mr. Dan Hussey, Kinross' Chief Geologist at Kettle River,
was also informed of the discussions regarding the Buckhorn Mountain Project.
Later, on August 26, Sue Davis, Kinross' Human Resources Manager at Kettle River
provided historical employment numbers for the Kettle River operations to Mr.
Morgenthaler. Also on August 26, a meeting between Mr. Morgenthaler, an
independent mining engineer representing Crown and Mr. Riggleman, Ms. Fellows
and Pam Allen, Kinross' Accounting Manager at Kettle River, occurred whereby
both companies exchanged information regarding Kettle River and the Buckhorn
Mountain Project.
On September 2, 2003, Mr. Kirkham contracted with Mr. Tom Rice, a
consultant from Reno, Nevada, to conduct land title due diligence on Kinross'
behalf. On September 4 and 5, 2003, Mr. Rice visited Crown's Oroville,
Washington office and reviewed certain files and held conversations with Mr.
Hunt of Crown. Subsequently, under the coordination of John Bokich, Kinross'
Director of Environmental Affairs, and Susan Mason, a consultant retained by
Kinross for U.S. land management, Mr. Rice spent approximately 12 days during
two trips doing extensive title research on the Buckhorn Mountain Project.
From September 2-4, 2003, Ms. Struhsaker, Ed Opitz, Kinross' Manager of
Environmental Engineering, and Mr. Fellows visited the Buckhorn Mountain Project
to review environmental and permitting issues. Additionally, Vector Colorado,
LLC completed an engineering review of certain aspects of the Buckhorn Mountain
Project.
From September 9-11, 2003, Tony Lipiec, Kinross' Manager, Process
Engineering, conducted a site visit to Kettle River, the Buckhorn Mountain
Project and to Crown's Oroville office to review information with Mr. Hunt of
Crown.
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.
187
On September 30, 2003, telephone discussions were held between Mr. Ivany
and Mr. Herald concerning the terms of the transaction, and each agreed to
consult with their respective associates to reach an agreement. Also on
September 30, 2003, AMEC was engaged to provide assistance in completing the
reserves and resources preliminary due diligence.
On October 1, 2003, telephone discussions were held between Mr. Ivany
and Mr. Herald concerning the final business terms of Kinross' offer. The
parties agreed to the principal business terms and committed to work towards the
execution of a letter of intent. Mr. Ivany informed Parr Waddoups Brown Gee &
Loveless, a Professional Corporation, Kinross' U.S. counsel, of the verbal
agreement.
During the first week of October, the parties and their lawyers
communicated several times by telephone and e-mail negotiating a letter of
intent. The parties signed the letter of intent the evening of October 8, 2003,
and publicly announced the execution of the letter of intent and the transaction
on October 8, 2003.
On November 11, 2003, Crown entered into the Echo Bay Minerals (a
wholly-owned subsidiary of Kinross) toll milling agreement relating to the
milling of ore produced at the Buckhorn Mountain Project. See "Business of
Crown--Recent Developments."
On April 7, 2004, Kinross and Crown executed and delivered the first
amendment to the merger agreement, extending the outside closing date to
September 30, 2004.
On September 15, 2004, Kinross and Crown executed and delivered the
second amendment to the merger agreement, extending the outside closing date to
December 31, 2004.
On December 30, 2004, Kinross and Crown executed and delivered the third
amendment to the merger agreement, extending the outside closing date to May 31,
2005, and providing for Kinross to purchase $1 million of Crown common stock at
$1.9545 per share, the average closing price of the Crown common stock for the
preceding 20 trading days. This resulted in the acquisition of 511,640 shares of
Crown common stock by Kinross. The parties also agreed that the distribution of
the Solitario common stock by Crown, the conversion and/or redemption of the
Crown Convertible Notes, and the exercise of all Crown options had been
completed in accordance with the terms of the merger agreement. The parties also
agreed that there had not been a failure to comply with the terms of the merger
agreement or a material adverse change to the business of Crown through the date
of the amendment.
On May 31, 2005, Kinross and Crown executed and delivered the fourth
amendment to the merger agreement, extending the outside closing date to
December 31, 2005 unless, prior to that date Kinross had filed its audited 2004
financial statements, in which case the outside closing date was extended to
March 31, 2006. The parties also agreed to a change to the exchange ratio for
0.2911 Kinross common shares for each share of Crown common stock, to 0.34
Kinross common shares, subject to a valuation collar. Under the terms of the
collar, the value of the Kinross common shares to be issued to the Crown
shareholders could not be less than $77.5 million or more than $110 million.
Kinross agreed to purchase a $10 million convertible debenture from Crown and
consented to a $0.21 per share, or an aggregate of $9.66 million, cash dividend
to the Crown shareholders.
The fourth amendment eliminated the closing condition based on the
"tax-free" nature of the acquisition of Crown by Kinross under U.S. federal tax
laws, although it is currently anticipated that the transaction will qualify as
a reorganization under Section 368 of the Code in which generally no gain or
loss will be recognized by the shareholders (see the discussion under the
caption "Tax Consequences"). Kinross agreed to pay all invoices presented to
Crown after June 1, 2005, for permitting costs at the Buckhorn Mountain project.
The parties also ratified the Toll Milling Agreement and Kinross approved the
2005 compensation for Crown's directors and executive officers.
On February 24, 2006, Kinross and Crown executed and delivered the fifth
amendment to the merger agreement, extending the outside closing date to
December 31, 2006. The exchange ratio was changed to 0.32 Kinross common shares
for each share of Crown common stock from the previous 0.34 Kinross common
shares, and the valuation collar was eliminated. Kinross agreed to loan Crown up
to $2 million to permit Crown to retire the
188
royalty obligation to Newmont Mining Corporation with respect to the Buckhorn
Mountain Project, in the event that the transaction contemplated by the merger
agreement has not closed by July 1, 2006.
REASONS FOR THE MERGER--ADVANTAGES AND DISADVANTAGES
The Buckhorn Mountain Project, prior to July 2001, was held by a joint
venture between Crown and Battle Mountain. Battle Mountain had managed the
project and had sought to have it permitted as an open pit mine. When Battle
Mountain was unable to complete the permitting process, it entered into an
agreement with Crown, transferring ownership and control of the Buckhorn
Mountain Project to Crown. Crown does not currently have the funds necessary to
obtain the necessary permits and fund the capital expenditures necessary to
commence mining operations at the Buckhorn Mountain Project.
In connection with its acquisition of Echo Bay in January 2003, Kinross
obtained ownership of the Kettle River mill located approximately 92 kilometers
(57 miles) from the Buckhorn Mountain Project. Under the currently proposed
operating plan, the Buckhorn Mountain Project will be developed as an
underground mine and the ore will be processed at the Kettle River facility,
which has already been licensed and permitted. Kinross has access to the
technical personnel and funding to pursue the permitting, construction, and
operation of the Buckhorn Mountain Project. In addition, the existence of the
Kettle River facility gives Kinross unique permitting and operational synergies
with the Buckhorn Mountain Project.
Set forth below are the material advantages and disadvantages to Kinross
and Crown of the proposed merger.
KINROSS
The merger with Crown will provide Kinross with an opportunity to
utilize the existing Kettle River mill by processing ore produced at the
Buckhorn Mountain Project.
Kinross anticipates that by combining the Kettle River and Buckhorn
Mountain Project operations, there will be increased operating efficiency
because only one management team will be required to manage the two locations.
Kinross expects the combined operations to produce gold for total cash costs and
total costs per ounce less than Kinross' current average costs per ounce
resulting in the merger being accretive to earnings and cash flow.
Kinross believes that the Buckhorn Mountain Project mineral claims have
been under-explored and may conduct further exploration activities in the
future.
Acquiring Crown at this time means that Kinross will be obligated to
complete the permitting process before beginning production at the Buckhorn
Mountain Project. The permitting process has been difficult and subject to
delays beyond Crown or Kinross' control. The permitting process has involved a
large number of interested parties who opposed permitting gold production at the
Buckhorn Mountain Project. Kinross believes that by utilizing the existing
Kettle River mill and by mining using underground methods, a plan that is
acceptable to all concerned is achievable.
See the discussions under "Business of Kinross" and "Risk Factors."
CROWN
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.
189
In reaching its determination, the board of directors of Crown
considered the following material factors, which were viewed as being factors in
support of the adoption of the merger agreement:
o the unique operational and cost synergies as a result of
leveraging Kinross' existing management and business structure,
utilizing Kinross' Kettle River facility, and the anticipated
impact of reducing the permitting difficulties for the Buckhorn
Mountain Project based on Kinross' successful permitting history
in the State of Washington;
o the amount of total consideration and the nature of that
consideration to be paid by Kinross to the security holders of
Crown; the board determined that because of the high market
liquidity of Kinross' common shares on both the NYSE and TSX,
its intrinsic value was adequately reflected in the market
price; furthermore, because the dilution caused by the
contemplated Kinross-Crown transaction was approximately 4.1% to
Kinross, no consideration has been given to pro forma valuations
post-merger;
o the additional value to the shareholders of Crown as a result of
Kinross having agreed to the distribution of the Solitario
common stock to the Crown shareholders, which was completed in
July 2004;
o the expectation that the merger would be treated as a tax-free
merger for United States federal income tax purposes based on
consultations with Crown's tax advisors;
o the regulatory approvals required to consummate the merger were
not expected to be difficult to obtain;
o the elimination of the uncertainty to the Crown shareholders
relating to the time and expense to permit and develop the
Buckhorn Mountain Project;
o the significant financial resources of Kinross, and Crown's need
to raise significant funds to develop the Buckhorn Mountain
Project if the transaction with Kinross was not completed, the
time required to do this, the risk of being unsuccessful in
securing enough financial resources, and the potential dilution
to the existing Crown shareholders;
o the development of the Buckhorn Mountain Project requiring
qualified technical and operational personnel already available
to Kinross and the difficulties faced by Crown in seeking to
attract and retain such personnel;
o the wide distribution and liquidity of Kinross common shares on
the NYSE and TSX, compared to the limited market for shares of
Crown's common stock which currently trade on the OTC Bulletin
Board;
o the increased price of gold, which is trading at higher prices
than in recent years, providing a more favorable time to market
the Buckhorn Mountain Project, and more favorable economics to
the Crown shareholders;
o the limited number of potential bidders with resources and
synergies described above; and
o the arms-length bargaining process, lasting more than a year, by
which the merger terms were determined.
190
The board of directors of Crown also considered the following material
factors, which were viewed as being factors challenging the adoption of the
merger agreement:
o the potential additional value that might be realized if Crown
were able to develop and operate the Buckhorn Mountain Project
on its own was considered. However, this option included
significant inherent risks as a result of the financing,
permitting, and other operational implications of this course of
action;
o the potential for superior offers. However, based on Crown's
history of difficulties with Buckhorn Mountain, including Battle
Mountain's withdrawal, the historical permitting challenges,
Crown's financial constraints, informal discussions with other
mining companies (in the normal course of Crown's activities)
that did not have the unique synergies of Kinross, Crown's
knowledge of other transactions in the mining industry, and the
unique operations synergies with Kinross, superior offers were
considered unlikely; and
o the conflict of interest to which certain members of the board
and management were subject, as described below under "Interests
of Certain Individuals."
The board of directors of Crown determined that the negative factors
were outweighed by the potential benefits to be gained by Crown and its
shareholders as a result of the proposed merger with Kinross and concluded that
the proposed merger was in the best interests of Crown and its shareholders.
The foregoing discussion of the factors considered by the board of
directors of Crown includes all material factors considered. In view of the
variety of factors considered in connection with its evaluation of the proposed
merger, the board of directors of Crown did not find it practicable to and did
not attempt to rank or assign relative weights to the foregoing factors.
INTERESTS OF CERTAIN INDIVIDUALS
Certain members of Crown's management and board of directors have
interests in the merger that are described below that are in addition to their
interests as Crown shareholders in general. Crown's board of directors took
these interests into account in approving and adopting the acquisition agreement
and the transactions contemplated thereby.
On June 19, 2000, Crown entered into Change in Control and Severance
Agreements with (i) Mr. Mark Jones, its Vice-Chairman of the Board; (ii) Mr.
Christopher Herald, its President and Chief Executive Officer; (iii) Mr. James
Maronick, its Chief Financial Officer and Vice-President, Finance; (iv) Mr.
Walter Hunt, its Vice-President, Operations; and (v) Ms. Debbie Mino, its
manager of investor relations.
These agreements provide that if a change in control of Crown occurs,
and if their employment is terminated other than for cause or if they resign for
a good reason, they are entitled, on such date, to a payment of two and one-half
(2 1/2) times their annual salary in the case of Messrs. Jones and Herald, and
one and one-half times (1 1/2) their annual salary in the case of Messrs.
Maronick and Hunt and Ms. Mino. The merger constitutes a change in control of
Crown, and Kinross intends to terminate the employment of each of these
employees following the merger. Accordingly, Kinross will pay the following to
these individuals upon the date their employment is terminated, based upon their
annual salaries for the 2006 year:
Mr. Jones: $245,000
Mr. Herald: $417,500
Mr. Maronick: $180,000
Mr. Hunt: $165,000
Ms. Mino: $105,840
191
At the time that the Change in Control and Severance Agreements were
executed, Crown was experiencing severe financial difficulties, ultimately
resulting in a bankruptcy filing. The Crown board of directors at the time, and
currently, considers these agreements to be both customary and appropriate
mechanisms for retaining the services of key employees. Crown's board considered
the existence of those agreements in determining to enter into the merger
agreement with Kinross. The Kinross agreement was unanimously approved by the
board, including all disinterested board members.
STOCK OPTIONS
All of the options outstanding under the Crown 2002 Stock Incentive Plan
were exercised during 2004. Crown has no remaining options outstanding.
REGULATORY APPROVALS REQUIRED
Except as outlined in "Restrictions on Transfer of Kinross Common
Shares," Kinross and Crown do not believe there are any material regulatory
approvals required for the merger, other than the effectiveness of the
registration statement filed with the Commission of which this Proxy
Statement/Prospectus forms a part.
DISSENTERS' RIGHTS OF APPRAISAL
Holders of Crown common stock have the right to dissent from the merger
and receive cash equal to the fair value of their Crown common stock. The
following discussion identifies the material requirements necessary to assert
your rights, should you choose to do so. This summary is not exhaustive, and you
should also carefully read the applicable sections of Chapter 23B.13 of the
Washington Business Corporation Act ("WBCA"), which is attached to this Proxy
Statement/Prospectus as Appendix B.
If you are a Crown shareholder and wish to dissent from the merger, you
should carefully review the text of Appendix B, particularly the procedural
steps required to perfect dissenters' rights, which are complex. Because of the
technical nature of these requirements, you are encouraged to consult with your
legal counsel if you wish to assert dissenter rights. If you do not fully and
precisely satisfy the procedural requirements of Washington law, you will lose
your dissenters' rights.
REQUIREMENTS FOR EXERCISING DISSENTERS' RIGHTS
Under Washington law, Crown shareholders have the right to dissent from
the merger and to receive payment in cash for the fair value of their shares of
Crown common stock. To preserve your statutory dissenters' rights, you must:
o deliver to Crown, before the vote on the proposal to approve the
merger agreement is taken at the special meeting, notice of your
intent to demand the fair value for your Crown common stock if
the merger is consummated and becomes effective;
o not vote your shares of Crown common stock at the special
meeting in favor of the proposal to approve the merger agreement
and the transactions contemplated by the merger agreement,
including the merger; and
o follow the statutory procedures for perfecting dissenters'
rights under Washington law, which are described below under
"Dissenters' Notice Procedure."
Merely voting against the merger agreement and the merger will not
preserve your dissenters' rights. Failure to precisely comply with all
procedures required by Washington law will result in the loss of your
dissenters' rights. If you do not satisfy each of the statutory requirements,
you cannot exercise dissenters' rights and you will be bound by the terms of the
merger agreement.
192
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 8, 2003) and requires
certification of whether or not the shareholder, or the
beneficial owner on whose behalf the shareholder dissents,
acquired the Crown common stock or an interest in it before
October 8, 2003;
o a date by which Crown must receive the payment demand; and
o a copy of Chapter 23B.13 of the WBCA.
PAYMENT PROCEDURE
If you wish to assert dissenters' rights, you must demand payment,
certify that you acquired the Crown shares before October 8, 2003, the date that
the proposed transaction was publicly announced, and deposit your Crown
certificates within 30 days after the notice is given. If you fail to make
demand for payment and deposit your Crown certificates within the 30-day period,
you will lose the right to receive fair value for your shares under the
dissenters' rights provisions, even if you delivered a timely notice of intent
to demand payment.
Except as provided below, within 30 days of the later of the effective
date of the merger or Crown's receipt of a valid demand for payment, Crown will
remit to each dissenting shareholder who complied with the requirements of
Washington law the amount Crown estimates to be the fair value of the
shareholder's Crown common stock, plus accrued interest.
193
Crown will include the following information with the payment:
o financial data relating to Crown, including Crown's balance
sheet, income statement and statement of changes in
shareholder's equity for its last fiscal year and its latest
available financial statements;
o an explanation of how Crown estimated the fair value of the
shares;
o an explanation of how the interest was calculated;
o a statement of the dissenter's right to demand further payment
under Chapter 23B.13.280 of the WBCA if they are dissatisfied
with the estimate of the fair value of the shares determined by
Crown; and
o a copy of Chapter 23B.13 of the WBCA.
For a dissenting shareholder who was not the beneficial owner of the
shares of Crown common stock on October 7, 2003, Crown may withhold payment and
instead send a statement setting forth its estimate of the fair value of the
shares and offering to pay such amount, with interest, as a final settlement of
the dissenting shareholder's demand for payment. Crown will also include in such
statement an explanation of how it estimated the fair value of the shares and
calculated the interest, and a statement of the dissenter's right to demand
payment under Chapter 23B.13.280 of the WBCA if they are dissatisfied with the
estimate of the fair value of the shares determined by Crown.
PAYMENT DISPUTES
If you are dissatisfied with your payment or offer, you may, within 30
days of the payment or offer of payment, notify Crown and demand payment of your
estimate of the fair value of your shares and the amount of interest due. If any
dissenting shareholder's demand for payment is not settled within 60 days after
receipt by Crown of the payment demand, Crown must commence a proceeding in King
County Superior Court and petition the court to determine the fair value of the
shares and accrued interest, naming all the dissenting shareholders whose
demands remain unsettled as parties to the proceeding. If Crown does not
commence the proceeding within the 60-day period, it will pay each dissenter
whose demand remains unsettled the amount demanded.
The court may appoint one or more appraisers to receive evidence and
make recommendations to the court as to the amount of the fair value of the
shares. The fair value of the shares as determined by the court is binding on
all dissenting shareholders and may be less than, equal to, or greater than the
value of the merger consideration to be issued to non-dissenting shareholders
for shares of their Crown common stock under the terms of the merger agreement
if the merger is consummated. The dissenters have the same discovery rights as
parties in other civil proceedings. If the court determines that the fair value
of the shares is in excess of any amount remitted by Crown, then the court will
enter a judgment for cash in favor of the dissenting shareholders in an amount
by which the value determined by the court, plus interest, exceeds the amount
previously remitted. For dissenting shareholders who were not the beneficial
owners of their shares of Crown common stock before October 8, 2003, and for
which Crown withheld payment pursuant to Chapter 23B.13.270 of the WBCA, the
court may enter judgment for the fair value, plus accrued interest, of the
dissenting shareholders after acquired shares.
The court will determine the costs and expenses of the court proceeding
and assess them against Crown, except that the court may assess part or all of
the costs against any dissenting shareholders whose actions in demanding payment
are found by the court to be arbitrary, vexatious or not in good faith. If the
court finds that Crown did not substantially comply with the relevant statutory
provisions, the court may also assess against Crown any fees and expenses of
attorneys or experts that the court deems equitable. The court may also assess
those fees and expenses against any party if the court finds that the party has
acted arbitrarily, vexatiously or not in good faith in bringing the proceedings.
The court may award, in its discretion, fees and expenses of an attorney for the
dissenting shareholders out of the amount awarded to the shareholders, if it
finds the services of the attorney were of substantial benefit to the other
dissenting shareholders and that those fees should not be assessed against
Crown.
194
FAIR VALUE
For purposes of Washington law, "fair value" means the value of Crown
common stock immediately before the effective date of the merger, excluding any
appreciation or depreciation in anticipation of the merger, unless that
exclusion would be inequitable. A Crown shareholder has no right, at law or in
equity, to set aside the approval of the merger or the consummation of the
merger except if the approval or consummation fails to comply with the
procedural requirements of Chapter 23B.13 of the WBCA, Crown's articles of
incorporation or Crown's bylaws, or was fraudulent with respect to that
shareholder or Crown.
ACCOUNTING FOR THE MERGER
The merger will be accounted for by Kinross using the purchase method of
accounting in accordance with both Section 1581, "Business Combinations," of the
CICA Handbook, for purposes of Canadian generally accepted accounting
principals, and SFAS 141, "Business Combinations," for purposes of United States
generally accepted accounting principles. Pursuant to the purchase method of
accounting under both Canadian and United States generally accepted accounting
principles, the Crown assets acquired, other potential intangible assets
identified, and liabilities assumed will be recorded at their fair market values
as of the effective date of the merger. Any excess of the purchase price over
such fair value will be recorded as goodwill. In accordance with Section 3062,
"Goodwill and Other Intangible Assets," of the CICA Handbook, for purposes of
Canadian generally accepted accounting principles, and SFAS 142, "Goodwill and
Other Intangible Assets," for purposes of United States generally accepted
accounting principles, goodwill will be assigned to specific reporting units and
will not be amortized. Goodwill is subject to a determination of fair value and
will be reviewed for possible impairment at least annually or more frequently
upon the occurrence of certain events or when circumstances indicate that a
reporting unit's carrying value, including the goodwill which was allocated to
it, is greater than its fair value.
DELIVERY OF CERTIFICATES FOR KINROSS COMMON SHARES
It is anticipated that certificates for the Kinross common shares will
be available to exchange for the Crown common stock within two business days
following the completion of the merger. A properly completed letter of
transmittal, together with the certificates representing shares of Crown common
stock to be exchanged, must be delivered to the exchange agent prior to the
issuance of certificates representing the Kinross common shares. Shareholders of
record will receive a letter of transmittal from the exchange agent subsequent
to the merger with specific instructions regarding the delivery of existing
certificates in exchange for the issuance of new certificates. The exchange
agent can be contacted at Computershare Investor Services, Inc., telephone (212)
701-7650.
Certificates for Crown common stock that are not exchanged shall only
represent the right to receive Kinross common shares subsequent to the merger.
PAYMENT IN LIEU OF ISSUING FRACTIONAL SHARES
No fractional shares will be issued by Kinross in connection with the
merger. In lieu thereof, a shareholder otherwise entitled to receive a
fractional share shall be paid the value of such fractional share in cash, based
on the closing sales price, rounded to the nearest cent, for Kinross common
shares as reported by the NYSE for the ten trading days ended the third business
day prior to the closing date.
EXPENSES OF THE MERGER
Kinross and Crown will each bear its own expenses incurred in connection
with effecting the merger and the preparation of the Proxy Statement/Prospectus.
195
RESTRICTIONS ON TRANSFER OF KINROSS COMMON SHARES
UNITED STATES
The Kinross common shares to be issued in the merger will be issued
pursuant to the registration statement, of which this Proxy Statement/Prospectus
forms a part, filed under the Securities Act. Notwithstanding such registration,
several persons receiving shares of common stock will be subject to restrictions
on the resale of such securities.
The sale of shares issued to affiliates of Crown will be subject to
restrictions on transfer under Rule 145 promulgated pursuant to the Securities
Act. In general, under Rule 145, sales of securities are permitted only (a)
after Kinross has been subject to the reporting requirements of the Exchange Act
and has filed all required reports thereunder for a period of at least 90 days
preceding the sale, and (b) if the sales are made in compliance with the
limitations on volume and manner of sale contained in rule 144. Kinross is, and
has been for in excess of 90 days, subject to the reporting requirements, so
that Rule 145 would be available immediately upon consummation of the merger,
subject to the limitations on volume and manner of sale. Alternatively, common
stock may be sold by Crown shareholders subject to the rule without compliance
with such limitations on volume and manner of sale if the holder, at the time of
sale, (a) is not, and has not been for at least three months, an affiliate of
either Kinross, Crown, or Kinross, and has held the securities for at least 2
years; or (b) is not an affiliate of the combined company and has held the
securities for at least 1 year, and for the preceding 12 months Kinross has
filed all required reports under the Exchange Act.
CANADA
Kinross common shares issued in connection with the merger will be
distributed in reliance on exemptions from the registration and prospectus
requirements of Canadian securities laws, and will be freely tradeable in or
into all provinces of Canada through appropriately registered dealers provided
the following conditions are met at the time of such transaction:
o at the time of the trade, Kinross has been a reporting issuer
(which Kinross is) for at least 4 months in a jurisdiction of
Canada;
o the selling shareholder does not hold (alone or in combination
with others) more than 20% of the outstanding voting securities
of Kinross and does not otherwise hold a sufficient number of
any securities of Kinross to affect materially the control of
Kinross;
o if the selling shareholder is an insider or officer of Kinross,
the selling shareholder has no reasonable grounds to believe
that Kinross is in default of any requirements under applicable
Canadian securities laws;
o no unusual effort is made to prepare the market or create a
demand for the Kinross common shares; and
o no extraordinary commission or consideration is paid in respect
of the transaction in the Kinross common shares.
196
--------------------------------------------------------------------------------
AGREEMENTS RELATING TO THE MERGER
--------------------------------------------------------------------------------
THE MERGER AGREEMENT
The following is a description of the material provisions of the merger
agreement, as amended, a copy of which is attached to this Proxy
Statement/Prospectus as Annex A and is incorporated herein by reference. While
Kinross and Crown believe this description covers the material terms of the
merger agreement, it may not contain all the information that is important to
you and is qualified in its entirety by reference to the merger agreement. You
are urged to read the merger agreement carefully and in its entirety.
STRUCTURE OF THE MERGER
The merger agreement provides for the acquisition of Crown by Kinross
through the merger of Crown Merger into Crown. As a result of the merger, Crown
Merger will cease to exist and Crown will be the surviving corporation. Shares
of Crown Merger's outstanding common stock, which are held by Kinross, will be
converted in the merger into preferred stock of Crown with a fair market value
and redemption amount equal to the value of the shares of Crown Merger common
stock converted, and will remain outstanding following the merger.
EFFECTIVE TIME AND TIMING OF CLOSING
The closing of the merger will take place no later than the third
business day after satisfaction or waiver of the conditions to the merger set
forth in the merger agreement (see "Conditions to the Merger" below), unless
Kinross, Crown and Crown Merger agree to another time or date. Crown will file
articles of merger with the Washington Secretary of State at the closing. The
merger will be effective at the time that the articles of merger are filed,
unless a later date is specified in the articles of merger and agreed to in
writing by Kinross, Crown and Crown Merger.
CONSIDERATION TO BE RECEIVED IN THE MERGER
At the effective time of the merger, Crown shareholders (other than
shareholders exercising dissenters' rights under Washington law) will have the
right, with respect to each of their shares of Crown common stock, to receive
0.32 of a Kinross common share. Kinross will not issue any fractional Kinross
common shares to holders of Crown common stock in connection with the merger.
Instead, Kinross will pay in cash an amount equal to the product of the
fractional part of a Kinross common share each such holder would otherwise be
entitled to receive (taking into account all Crown common stock delivered by
such holder) multiplied by the average of the closing price of one Kinross
common share on the NYSE Composite Tape (as reported by The Wall Street Journal
or, if not reported by The Wall Street Journal, some other authoritative source)
for the ten consecutive trading days ending on the third trading day immediately
preceding the effective time of the merger.
EXCHANGE OF CERTIFICATES REPRESENTING CROWN COMMON STOCK
Kinross will appoint an exchange agent who will exchange certificates
representing shares of Crown common stock outstanding as of the effective time
of the merger for certificates representing Kinross common shares and any cash
issuable in lieu of fractional shares.
As soon as reasonably practicable after the effective time of the
merger, Kinross will cause the exchange agent to mail to each holder of record
of a certificate representing shares of Crown common stock outstanding as of the
effective time of the merger, a letter of transmittal which the holder must
properly complete and deliver to the exchange agent along with the holder's
certificate or certificates for Crown common stock, and instructions for
effecting surrender of the certificate. The letter of transmittal will specify
that the exchange agent will deliver the certificate representing Kinross common
shares, and risk of loss and title to the certificate representing Crown
197
common stock will pass, only upon delivery of the certificate to the exchange
agent and will be in a form and have other provisions that Kinross will
reasonably specify.
Until each certificate representing Crown common stock is surrendered
(except for certificates representing shares with respect to which appraisal
rights have been validly exercised) it will be deemed from and after the
effective time of the merger, for all corporate purposes, to evidence the
Kinross common shares into which the shares of Crown common stock represented by
the certificate have been converted in connection with the merger and the
payment of cash for fractional shares. Certificates representing shares of Crown
common stock with respect to which a Crown shareholder has validly exercised
appraisal rights will represent the right to pursue any appraisal rights that
the holder may have.
After the surrender of a certificate representing Crown common stock to
the exchange agent, together with a duly executed and completed letter of
transmittal and all other documents and other materials required by the exchange
agent, the holder of the certificate will be entitled to receive a certificate
representing the Kinross common shares into which the Crown common stock
represented by the certificate have been converted in connection with the
merger, excluding fractional shares, and payment of cash for fractional shares.
DISTRIBUTION OF SOLITARIO COMMON STOCK
As contemplated by the merger agreement, on July 26, 2004, Crown
completed a spin-off of Solitario's shares to its shareholders, whereby each
Crown shareholder received 0.2169 shares of Solitario common stock for each
share of Crown common stock they owned. As part of the spin-off, Crown retained
998,306 shares of Solitario common stock for the benefit of Crown warrant
holders who were entitled to receive those shares when the warrants are
exercised. Subsequent to the spin-off, Crown distributed 962,302 of these shares
upon the exercise of warrants and at December 31, 2005, held the remaining
36,004 shares for delivery to holders of currently outstanding warrants on
exercise. Crown has no beneficial ownership interest in those retained shares.
In addition, Crown retained 92 Solitario shares, from fractional shares, which
it intends to sell. After the disposition of the retained shares and fractional
shares, Crown will no longer own any shares of Solitario.
TREATMENT OF CROWN STOCK OPTIONS
The merger agreement required that the Crown board of directors take the
action permitted under the Crown 2002 Stock Incentive Plan to eliminate or
terminate all options to purchase Crown common stock prior to the effective time
of the merger. This requirement has been satisfied.
TREATMENT OF CROWN WARRANTS
If the holder of any unexercised warrant to purchase shares of Crown
common stock elects, the warrant will be exchanged for 0.32 of a Kinross common
share for each share of Crown common stock that would have been issued on
exercise of the warrant immediately prior to the effective time of the merger on
a cashless basis. If the holder does not make the foregoing election, the
warrant will represent the right to acquire Kinross common shares in accordance
with the terms and conditions of the warrant as amended pursuant to the merger
agreement.
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.
198
CONDUCT OF BUSINESS PENDING THE MERGER
Crown has agreed that, until the closing of the merger or the
termination of the merger agreement, unless Kinross otherwise agrees in writing
or as otherwise contemplated by the merger agreement, Crown will cause its
business and the business of its subsidiaries to be conducted only in the
ordinary course of business or as reasonably necessary to consummate the
transactions contemplated by the merger agreement and will otherwise not engage
in certain activities, including certain significant business or financing
transactions or changes in corporate structure. The specific restrictions on the
conduct of Crown's business are listed in Article V of the merger agreement.
OFFERS FOR ALTERNATIVE TRANSACTIONS
The merger agreement provides that, until the earlier of the effective
time of the merger or the termination of the merger agreement, Crown will not,
and will not agree to:
o enter into any transaction with any party other than Kinross
relative to an alternative transaction (including a merger or
consolidation or any other business combination or any
disposition of Crown's assets or any interest in its business,
its capital stock or any part thereof or a transaction
comparable or similar to the merger with Kinross or that would
prevent or materially impede the merger);
o solicit or encourage submission of inquiries, proposals or
offers from any other party relative to an alternative
transaction;
o except in the ordinary course of business or as required by law,
regulation, or court order or by agreements existing at the date
of the merger agreement, provide information to any other person
regarding Crown or any of its subsidiaries (other than
Solitario); or
o conduct any discussions or negotiations regarding, or enter into
any agreement, arrangement or understanding regarding, or
approve, recommend or propose publicly to approve or recommend,
an alternative transaction.
Crown agreed to cease and cause to be terminated any existing
discussions or negotiations with any person (other than Kinross) conducted prior
to the date of the merger agreement with respect to any alternative transaction.
Crown also agreed not to release any third party from the confidentiality and
standstill provisions of any agreement to which Crown is a party, other than
agreements with Crown's customers and suppliers entered into in the ordinary
course of business.
The merger agreement further provides that Crown will promptly notify
Kinross if Crown receives any offer, inquiry or proposal or enters into any
discussions, including without limitation, the terms and conditions of any
alternative transaction and the identity of the potential acquirer relating to
an alternative transaction and the details of the foregoing. Crown has agreed to
keep Kinross fully informed on an ongoing basis with respect to each offer,
inquiry, proposal or discussions with any person relating to an alternative
transaction. Crown will provide Kinross with copies of all offers, inquiries or
proposals relating to an alternative transaction that are in writing and all
written materials and correspondence relating to those as soon as practicable
after Crown receives them.
Crown has agreed that neither it nor its board of directors will enter
into any agreement with respect to, or otherwise approve or recommend, any
alternative transaction, unless it has provided Kinross with the details of the
alternative transaction (including a copy of all written agreements,
correspondence and other documents relating thereto) and a reasonable period of
time (which shall not be less than two business days) during which Kinross may
propose changes to the transaction provided for by the merger agreement. The
merger agreement provides that Crown may not furnish any of its non-public
information to a potential party to a proposal superior to that of Kinross
unless Crown has previously furnished or provided access to, or promptly
thereafter furnishes or provides access to, such information to Kinross.
199
In response to an unsolicited offer, inquiry or proposal from any person
with respect to an alternative transaction, however, if the alternative
transaction is a proposal superior to the transaction with Kinross, Crown (and
its directors, officers, agents, representatives, affiliates, shareholders and
other persons acting on its behalf) may
o participate in discussions or negotiations with, review
information from, any third party that has made the offer,
inquiry or proposal relative to an alternative transaction;
o subject to Crown providing Kinross with notice and an
opportunity to propose changes to the offer, furnish non-public
information to any third party that has made the offer, inquiry
or proposal relative to an alternative transaction;
o approve or accept an unsolicited alternative transaction; and
o make or authorize any statement, recommendation or solicitation
in support of an unsolicited alternative transaction.
An alternative transaction is a superior proposal if Crown's board of
directors determines in good faith that:
o with regard to participation in discussion or providing
non-public information, the alternative transaction proposal is
or is reasonably likely to be or become, or with regard to
approving, accepting or recommending an alternative transaction,
the alternative transaction proposal is more favorable to Crown
and its shareholders than the transactions contemplated by the
merger agreement; and
o following consultation with outside legal counsel, that the
failure to participate in discussions or negotiations, review
such information or furnish such information regarding, or
approve or accept, the alternative transaction would violate the
fiduciary duties under applicable law.
Crown has agreed that it will, prior to providing information or
participating in discussions relating to an alternative transaction, advise
Kinross that Crown will do so.
Even if Crown's board of directors changes or withdraws its
recommendation, the merger agreement requires Crown to take all action under law
necessary to provide notice of and hold the special meeting of shareholders to
seek approval of the merger.
CONDITIONS TO THE PARTIES' OBLIGATIONS TO CLOSE THE MERGER
The obligations of Crown, Kinross and Crown Merger to complete the
merger depend upon the satisfaction or waiver of a number of conditions,
including the following:
o the effectiveness of the registration statement that includes
this Proxy Statement/Prospectus and the receipt of all other
authorizations necessary under applicable securities laws to
consummate the transactions contemplated by the merger
agreement;
o the adoption and approval of the merger agreement, the merger
and all other transactions contemplated by the merger agreement
by Crown's shareholders holding at least 66-2/3% of Crown's
outstanding common stock;
o the absence of any law or any preliminary or permanent
injunction or other order by any federal, state or foreign court
having appropriate jurisdiction prohibiting, restraining,
enjoining, restricting or preventing consummation of the merger
having been issued and continuing in effect;
o the absence of any litigation instigated which seeks to
prohibit, restrain, enjoin, or restrict the consummation of the
merger; and
200
o the receipt and continuing effectiveness of all approvals,
consents, or authorizations of any governmental entity or other
regulatory body having jurisdiction over the matter, including,
but not limited to, the NYSE and the TSX, so long as neither
Crown nor Kinross have received written notice from any
governmental entity or regulatory body that it is conducting any
review or investigation to determine whether any approval,
consent, or authorization should be withdrawn or materially
modified.
The obligation of Crown to complete the merger also depends on the
satisfaction or waiver of, among others, the following additional conditions
(any of which may be waived by Crown):
o The truthfulness and correctness, as of the closing date, of the
representations and warranties of Kinross and Crown Merger in
the merger agreement and Crown's receipt of a certificate of the
President and the Chief Financial Officer of Kinross, dated the
closing date, to that effect;
o Kinross and Crown Merger's performance of or compliance with, in
all material respects, all agreements and covenants required by
the merger agreement to be performed or complied with by them on
or prior to the closing date and Crown's receipt of a
certificate of the President and the Chief Financial Officer of
Kinross and Crown Merger, dated the closing date, to that
effect;
o The absence of any change, occurrence, or circumstance, since
the date of the merger agreement, in the current or future
business, assets, liabilities, financial condition, or results
of operations of Kinross and its consolidated subsidiaries
having, or reasonably likely to have, individually or in the
aggregate, a material adverse effect on Kinross, viewed on a
consolidated basis;
o Kinross obtaining any consents from third parties necessary to
consummate the transactions contemplated hereby without material
adverse effect on the business or financial condition of
Kinross; and
The obligation of Kinross and Crown Merger to complete the merger also
depends on the satisfaction or waiver of the following additional conditions
(any of which may be waived by Kinross):
o The truthfulness and correctness, as of the closing date, of the
representations and warranties of Crown in the merger agreement
and Kinross' receipt of a certificate of the President and the
Chief Financial Officer of Crown, dated the closing date, to
that effect;
o Crown's performance of or compliance with, in all material
respects, all agreements and covenants required by the merger
agreement to be performed or complied with by it on or prior to
the closing date and Kinross' receipt of a certificate of the
President and the Chief Financial Officer of Crown, dated the
closing date, to that effect;
o The absence of any change, occurrence, or circumstance, since
the date of the merger agreement, in the current or future
business, assets, liabilities, financial condition, or results
of operations of Crown and its consolidated subsidiaries having,
or reasonably likely to have, individually or in the aggregate,
a material adverse effect on the business, properties or
prospects of Crown;
o The number of shares of Crown common stock for which valid
notices of the intent to exercise shareholder appraisal rights
have been provided and remain outstanding immediately prior to
the effectiveness of the merger not exceeding 5% of the issued
and outstanding Crown common stock immediately prior to the
effective time of the merger;
o Completion of the distribution of the Solitario common stock to
the shareholders of Crown in accordance with applicable United
States and Canadian securities and corporate laws in a method
reasonably satisfactory to Kinross (this condition has been
satisfied);
201
o Crown obtaining consents from third parties necessary to
consummate the transactions contemplated hereby without material
adverse effect on the business or financial condition of Crown;
o Conversion or redemption of all of Crown's convertible notes
prior to the effective time of the merger (this condition has
been satisfied); and
o Exercise or termination of all options to purchase Crown common
stock prior to the effective time of the merger (this condition
has been satisfied).
TERMINATION AND EFFECTS OF TERMINATION
The merger agreement may be terminated, and the merger may be abandoned,
at any time before Kinross and Crown complete the merger, under the following
circumstances:
o By mutual written consent of Kinross and Crown;
o By either Kinross or Crown, if:
o the merger has not occurred by December 31, 2006,
provided that the party seeking to terminate the merger
agreement for this reason has not breached in any
material respect its obligations under the merger
agreement in any manner that has contributed to the
failure of the consummation of the merger on or before
the such date;
o the existence of any law that prohibits or makes the
consummation of the merger illegal, or the entry of an
order, decree, ruling, judgment or injunction by a
governmental entity of competent jurisdiction
permanently restraining, enjoining or otherwise
prohibiting the merger and such order, decree, ruling,
judgment or injunction has become final and
non-appealable;
o approval of the Crown shareholders has not been obtained
at the Crown special meeting (including any adjournment
or postponement thereof), if required by applicable law,
unless the failure to obtain the approval is the result
of a material breach of merger agreement by the party
seeking to terminate the merger agreement; or
o Crown's board of directors has withdrawn its
recommendation or has recommended or entered into a
definitive agreement with respect to a superior
proposal.
o By Crown, if:
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.
202
o By Kinross and Crown Merger, if:
o the representations and warranties of Crown in the
merger agreement fail to be true and correct in any
material respect (or if the representation or warranty
already is qualified as to materiality, shall fail to be
true and correct as so qualified) either (1) as of the
date referred to in any representation or warranty that
addresses matters as of a particular date or (2) as to
all other representations and warranties, as of the date
of determination and the failure cannot be or has not
been cured in all material respects within ten days
after Kinross' written notice thereof to Crown; or
o Crown materially breaches or materially fails to perform
its covenants and other agreements contained herein;
provided that, in each of the foregoing clauses and the
breach or failure cannot be or has not been cured in all
material respects within ten days after Kinross' written
notice thereof to Crown.
If the merger agreement is terminated, all rights and obligations of
Kinross, Crown and Crown Merger under the merger agreement will terminate
without any liability of any party to any other party. However, termination of
the merger agreement will not relieve any party from liability for breach of the
merger agreement. In addition, the provisions of the agreement relating to
termination, fees and expenses (including the termination fees), confidentiality
and certain miscellaneous provisions will survive termination of the merger
agreement.
EXPENSES
Generally, all fees and expenses incurred by either party will be paid
by the party incurring the expenses, whether the merger is consummated or not.
If Crown does not complete the merger as a result of entering into any agreement
resulting from a superior proposal within six months of the date of the merger
agreement, then Crown has agreed (1) to pay to Kinross a fee of U.S. $2.0
million, and (2) reimburse Kinross for its documented, reasonable third-party,
out-of-pocket expenses in connection with the merger agreement.
ADDITIONAL AGREEMENTS
Kinross and Crown have agreed in the merger agreement to use
commercially reasonable efforts to take, or cause to be taken, all actions and
to do, or cause to be done, all things necessary, proper or advisable on its
part, to consummate and make effective the transactions contemplated by the
merger agreement at the earliest practicable date.
Crown also agreed in the merger agreement
o to use its commercially reasonable efforts to amend or redeem
its outstanding convertible notes so that, in any event, all of
its outstanding convertible notes are redeemed or are converted
into Crown common stock prior to the effective time of the
merger (this requirement has been satisfied); and
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.
203
AMENDMENT
The merger agreement provides that the parties may amend the merger
agreement in writing at any time prior to the effective time of the merger.
Pursuant to this provision, the merger agreement has been amended five times,
primarily to accommodate the delay in proceeding with the transaction resulting
from the restatements of Kinross' financial statements. The first amendment
extended the outside closing date from June 30, 2004 to September 30, 2004. The
second amendment extended the outside date to December 31, 2004. The third
amendment extended the outside closing date to May 31, 2005 and provided for
Kinross to purchase $1 million of the Crown common stock at $1.9545 per share,
the average closing price for the Crown common stock for the preceding 20
trading days. This resulted in the acquisition of 511,640 shares of Crown common
stock by Kinross. The shares of Crown common stock held by Kinross at the time
of the closing will be cancelled as part of the merger. The parties also agreed
that the distribution of the Solitario common stock, the conversion or
redemption of the Crown Convertible Notes, and the exercise of all Crown options
had been completed in accordance with the terms of the merger agreement and that
there had not been a failure to comply with the terms of the agreement or a
material adverse change in the business of Crown up to the date of the
amendment.
The fourth amendment extended the outside closing date to December 31,
2005 unless, prior to that date, Kinross filed its audited financial statements
for the year ended December 31, 2004, in which case the closing date was
extended to March 31, 2006. The fourth amendment changed the exchange ratio for
the acquisition from 0.2911 Kinross common shares for each share of Crown, to
0.34 Kinross common shares, subject to a valuation collar. Under the terms of
the collar, the value of shares issued by Kinross to acquire Crown could not be
less than $77.5 million or more than $110 million. Kinross agreed to purchase a
$10 million convertible debenture from Crown and consented to a $0.21 per share
dividend paid by Crown to its shareholders. The parties agreed to eliminate the
condition to closing that depended on the conclusion that the transaction would
be "tax-free" under U.S. federal tax laws. Kinross agreed to pay all invoices
for permitting costs at the Buckhorn Mountain project received by Crown after
June 1, 2005. The parties further ratified the Toll Milling Agreement and
Kinross approved the director and executive officer compensation of Crown for
2005.
In the fifth amendment, the exchange ratio was changed to 0.32 Kinross
common shares for each share of Crown common stock and the valuation collar was
removed. The parties agreed to move the outside closing date to December 31,
2006. Kinross agreed to loan Crown up to $2 million to permit it to retire a
royalty obligation to Newmont Mining Corporation by a lump sum payment, if the
merger has not closed by July 1, 2006. 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.
204
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 April 17, 2006, 18,639,640 shares of
Crown common stock were subject to the stockholder and voting agreement,
representing approximately 40.5% of the outstanding shares of Crown common
stock.
THE DISTRIBUTION AGREEMENT
On November 20, 2003, Solitario and Crown entered into a distribution
agreement with Kinross under which Solitario agreed, among other things, to file
a registration statement under the Exchange Act with the Securities and Exchange
Commission and all other necessary filings under applicable federal, state and
provincial laws of the United States and Canada to permit the distribution of
Solitario common stock by Crown to the Crown shareholders in accordance with
applicable law. Solitario further agreed to work in good faith and use its best
efforts to obtain the effectiveness of the registration statement and other
filings. Kinross and Crown agreed to cooperate in providing information required
to permit Solitario to prepare the registration statement and other filings.
On July 26, 2004, Crown completed a spin-off of Solitario's shares to
its shareholders, whereby each Crown shareholder received 0.2169 shares of
Solitario common stock for each share of Crown common stock they owned. As part
of the spin-off, Crown retained 998,306 Solitario shares for the benefit of
Crown's warrant holders who are entitled to receive these shares on exercise.
Subsequent to the spin-off, Crown distributed 962,302 of these shares on the
exercise of warrants and at December 31, 2005, had 36,004 shares left to deliver
on the exercise of currently outstanding warrants. Crown has no beneficial
ownership interest in those retained shares. In addition, Crown retained 92
Solitario shares, from fractional shares, which it intends to sell. After the
disposition of the Solitario shares retained for warrant holders and fractional
shares, Crown will no longer own any shares of Solitario.
Each of the parties agreed to bear its own expenses in performing their
obligations under the distribution agreement. Solitario agreed to indemnify
Crown and Kinross for certain untrue statements or omissions of material facts
in the registration statement, blue sky filings or other filings and for
violations of applicable securities laws. Crown and Kinross agreed to indemnify
Solitario for untrue statements in the registration statement to the extent the
statements were provided by Crown or Kinross.
--------------------------------------------------------------------------------
MARKET FOR SECURITIES
--------------------------------------------------------------------------------
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."
205
--------------------------------------------------------------------------------
DESCRIPTION OF SECURITIES
--------------------------------------------------------------------------------
KINROSS PREFERRED SHARES
As of March 31, 2006 there are no Kinross preferred shares outstanding.
206
KINAM CONVERTIBLE PREFERRED SHARES
The convertible preferred shares of Kinam Gold Inc. comprise 1,835,777
shares of $3.75 Series B convertible preferred stock. A summary of the terms and
provisions of the Kinam preferred shares ("Kinam Preferred Shares") is set forth
below. A subsidiary of Kinross, Kinross Gold U.S.A., Inc., holds 1,630,914 of
the issued and outstanding Kinam Preferred Shares, representing approximately
88.8% of the outstanding number of such shares.
DIVIDENDS
Annual cumulative dividends of $3.75 per Kinam preferred share are
payable quarterly on each February 15, May 15, August 15, and November 15, as
and if declared by Kinam's board of directors. Due to low gold prices and
reduced cash flow from Kinam operations, dividend payments on these shares were
suspended in August 2000 and continue to remain suspended.
CONVERSION
The Kinam Preferred Shares are convertible into Kinross common shares at
a conversion price of $30.92 per share (equivalent to a conversion rate of
1.6171 Kinross common shares for each preferred share), subject to adjustment in
certain events.
REDEMPTION
The Kinam Preferred Shares are redeemable at the option of Kinross at
any time on or after August 15, 1997, in whole or in part, for cash initially at
a redemption price of $52.625 per share declining rateably annually to $50.00
per share on or after August 15, 2004, plus accrued and unpaid dividends.
VOTING RIGHTS
The holders of Kinam Preferred Shares are not entitled to receive notice
of or to attend or vote at any meeting of shareholders of Kinross. The holders
of Kinam Preferred Shares are entitled to one vote per share at meetings of the
shareholders of Kinam Gold Inc.
WARRANTS
As a result of the unit offering of Kinross, which closed on December 5,
2002, 25,000,000 common share purchase warrants of Kinross are outstanding.
Each three common share purchase warrants are exercisable on or before
5:00 p.m. (eastern standard time) on December 5, 2007, for one Kinross common
share at an exercise price of CDN $15.00. The exercise price and the number of
Kinross common shares issuable upon exercise are both subject to adjustment as
provided for in the indenture governing the warrants. The warrants will expire
and become null and void after 5:00 p.m. (eastern standard time) on December 2,
2007.
KINROSS COMMON SHARES
Kinross has an unlimited number of common shares authorized and
346,492,373 common shares issued and outstanding as of March 31, 2006. There are
no limitations contained in the articles or bylaws of Kinross on the ability of
a person who is not a Canadian resident to hold Kinross common shares or
exercise the voting rights associated with Kinross common shares. A summary of
the rights of the Kinross common shares is set forth below.
207
DIVIDENDS
Holders of Kinross common shares are entitled to receive dividends when,
as and if declared by the board of directors of Kinross out of funds legally
available therefor, provided that if any Kinross preferred shares or any other
preferred shares are at the time outstanding, the payment of dividends on common
shares or other distributions (including repurchases of common shares by
Kinross) will be subject to the declaration and payment of all cumulative
dividends on outstanding Kinross preferred shares and any other preferred shares
which are then outstanding. The OBCA provides that a corporation may not declare
or pay a dividend if there are reasonable grounds for believing that the
corporation is, or would after the payment of the dividend, be unable to pay its
liabilities as they fall due or the realizable value of its assets would thereby
be less than the aggregate of its liabilities and stated capital of all classes
of shares of its capital.
LIQUIDATION
In the event of the dissolution, liquidation, or winding up of Kinross,
holders of Kinross common shares are entitled to share rateably in any assets
remaining after the satisfaction in full of the prior rights of creditors,
including holders of Kinross' indebtedness, and the payment of the aggregate
liquidation preference of the Kinross preferred shares, and any other preferred
shares then outstanding.
VOTING
Holders of Kinross common shares are entitled to one vote for each share
on all matters voted on by shareholders, including the election of directors.
SHAREHOLDER RIGHTS PLAN
In March 2006, Kinross, subject to ratification by its shareholders,
adopted a shareholder rights plan. The principal features of this plan are
summarized below.
(i) Effective Date
The effective date of the Shareholder Rights Plan is March 29, 2006 (the
"Effective Date").
(ii) Term
Subject to the approval by shareholders of Kinross, the Rights Agreement
and the Rights issued thereunder will expire on March 29, 2009, unless otherwise
terminated in accordance with their terms.
(iii) Issue of Rights
On the Effective Date, one right (a "Right") was issued and attached to
each Kinross common share outstanding and has and will attach to each Kinross
common share subsequently issued.
(iv) Rights Exercise Privilege
The Rights will separate from the Kinross common shares and will be
exercisable ten trading days (the "Separation Time") after a person has
acquired, or commences a take-over bid to acquire, 20% or more of the Kinross
common shares, other than by an acquisition pursuant to a take-over bid
permitted by the Shareholder Rights Plan (a "Permitted Bid"). The acquisition by
any person (an "Acquiring Person") of 20% or more of the Kinross common shares,
other than by way of a Permitted Bid, is referred to as a "Flip-in Event." Any
Rights held by an Acquiring Person will become void upon the occurrence of a
Flip-in Event. Ten trading days after the occurrence of the Flip-in Event, each
Right (other than those held by the Acquiring Person), will permit the purchase
of CDN $180 worth of Kinross common shares for CDN $90.
208
(v) Certificates and Transferability
Prior to the Separation Time, the Rights are evidenced by a legend
imprinted on certificates for the Kinross common shares issued from and after
the Effective Date and are not to be transferable separately from the Kinross
common shares. From and after the Separation Time, the Rights will be evidenced
by separate certificates that will be transferable and traded separately from
the Kinross common shares.
(vi) Permitted Bid Requirements
The requirements for a Permitted Bid include the following:
(A) the take-over bid must be made to all shareholders, other than
the bidder;
(B) the take-over bid must be outstanding for a minimum period of 60
days and common shares tendered pursuant to the take-over bid may not be taken
up prior to the expiry of the 60 day period and only if at such time more than
50% of the Kinross common shares held by shareholders, other than the bidder,
its affiliates and persons acting jointly or in concert and certain other
persons (the "Independent Shareholders"), have been tendered to the take-over
bid and not withdrawn;
(C) if more than 50% of the Kinross common shares held by
Independent Shareholders are tendered to the take-over bid within the 60 day
period, the bidder must make a public announcement of that fact and the
take-over bid must remain open for deposits of Kinross common shares for an
additional ten days from the date of such public announcement;
(D) the take-over bid must permit Kinross common shares to be
deposited pursuant to the take-over bid, unless such take-over bid is withdrawn,
at any time prior to the date Kinross common shares are first taken up and paid
for; and
(E) the take-over bid must provide that any Kinross common shares
deposited pursuant to the take-over bid may be withdrawn until taken up and paid
for.
The Shareholder Rights Plan also allows for a competing Permitted Bid (a
"Competing Permitted Bid") to be made while a Permitted Bid is in existence. A
Competing Permitted Bid must satisfy all the requirements of a Permitted Bid
except that it may expire on the same date as the Permitted Bid, subject to the
requirement that it be outstanding for a minimum period of 35 days.
(vii) Waiver
The board of directors, acting in good faith, may, prior to the
occurrence of a Flip-in Event, waive the application of the Shareholder Rights
Plan to a particular Flip-in Event (an "Exempt Acquisition") where the take-over
bid is made by a take-over bid circular to all the holders of Kinross common
shares. Where the board of directors exercises the waiver power for one
take-over bid, the waiver will also apply to any other take-over bid for Kinross
made by a take-over bid circular to all holders of Kinross common shares prior
to the expiry of any other bid for which the Shareholder Rights Plan has been
waived.
(viii) Redemption
The board of directors with the approval of a majority vote of the votes
cast by shareholders (or the holders of Rights if the Separation Time has
occurred) voting in person and by proxy, at a meeting duly called for that
purpose, may redeem the Rights at $0.00001 per Kinross common share. Rights may
also be redeemed by the board of directors without such approval following
completion of a Permitted Bid, Competing Permitted Bid or Exempt Acquisition.
209
(ix) Amendment
The board of directors may amend the Shareholder Rights Plan with the
approval of a majority vote of the votes cast by shareholders (or the holders of
Rights if the Separation Time has occurred) voting in person and by proxy at a
meeting duly called for that purpose. The board of directors without such
approval may correct clerical or typographical errors and, subject to approval
as noted above at the next meeting of the shareholders (or holders of Rights, as
the case may be), may make amendments to the Shareholder Rights Plan to maintain
its validity due to changes in applicable legislation.
(x) Board of Directors
The Shareholder Rights Plan will not detract from or lessen the duty of
the board of directors to act honestly and in good faith with a view to the best
interests of Kinross. The board of directors, when a Permitted Bid is made, will
continue to have the duty and power to take such actions and make such
recommendations to shareholders as are considered appropriate.
(xi) Exemptions for Investment Advisors
Investment advisors (for fully managed accounts), trust companies
(acting in their capacities as trustees and administrators), statutory bodies
whose business includes the management of funds and administrators of registered
pension plans acquiring greater than 20% of the Kinross common shares are
exempted from triggering a Flip-in Event, provided that they are not making, or
are not part of a group making, a take-over bid.
TRANSFER AGENT
Computershare Investor Services, Inc. is the Transfer Agent for Kinross.
Computershare can be reached at 100 University Avenue, Toronto, Ontario, Canada
M5J 2Y1, telephone 1-800-663-9097.
--------------------------------------------------------------------------------
COMPARISON OF RIGHTS OF HOLDERS OF KINROSS COMMON SHARES AND
HOLDERS OF CROWN COMMON STOCK
--------------------------------------------------------------------------------
The WBCA, Crown's amended and restated articles of incorporation,
Crown's bylaws, and U.S. securities laws govern the rights of holders of Crown
common stock.
When the merger is effective, Crown shareholders who receive Kinross
common shares will become shareholders of Kinross Gold Corporation, which is
organized under the laws of the province of Ontario, Canada. The OBCA, Kinross'
amended and restated articles of incorporation (the "Kinross Charter"), Kinross'
bylaws, and the securities laws applicable in Canada and the United States
govern the rights of holders of Kinross common shares.
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.
210
While we believe that the summary covers the material differences, it
may not cover all of the information important to you. Moreover, this summary is
not a complete discussion of the relative rights of the holders of each
company's shares and it is qualified in its entirety by reference to the WBCA
and the OBCA, applicable provisions of U.S. and Canadian securities laws, and
the respective charters and bylaws of Crown and Kinross. You should review these
documents and the other documents referred to in this section for a more
complete understanding of the differences between being a Crown shareholder and
a Kinross shareholder. Upon request, Crown will send you copies of the charters
and bylaws of Crown and Kinross.
GENERAL PROVISIONS
AUTHORIZED CAPITAL
CROWN KINROSS
AUTHORIZED: AUTHORIZED:
100,000,000 common shares, par value U.S. $0.01 per An unlimited number of common shares without
share, of which there were 46,002,239 shares nominal or par value, of which there were 346.5
outstanding as of March 31, 2006 million shares outstanding as of March 31, 2006
40,000,000 preferred shares, par value U.S. $0.01 per 384,613 convertible preferred shares without
share, of which none are outstanding. Any increase in nominal or par value, of which there were no
authorized capital stock of Crown would require shares outstanding as of March 31, 2006.
approval by Crown's shareholders. Kinross shareholders
are not required to approve issuances of Kinross'
capital stock, since Kinross has an unlimited number of
shares authorized.
NUMBER OF DIRECTORS
CROWN KINROSS
The WBCA allows a corporation to specify the number of Under the OBCA, the number of directors is set out
directors that make up a full board in its articles of in the articles of the corporation. The OBCA
incorporation or bylaws. Crown's restated articles of requires, however, that a corporation whose
incorporation provide that the corporation must have at securities are publicly traded have not fewer than
least one director. Crown's bylaws provide that the three directors, at least one-third of whom are
number of directors shall be fixed by resolution of the not officers or employees of the corporation or
board of directors. Crown currently has seven any of its affiliates. However, where the
directors. Crown has a classified board of directors. articles provide for a minimum and maximum number
of directors, the shareholders may authorize the
directors by a resolution passed by at least
two-thirds of the votes cast by shareholders who
voted in respect of the resolution, to determine
the number of directors from time to time. The
articles of Kinross provide for a minimum of three
and a maximum of 15 directors. The board of
directors of Kinross have been authorized by a
resolution to set the number of directors from
time to time and such number has currently been
set at seven. It is contemplated that Kinross
will have seven directors upon completion of the
merger. Kinross' board of directors is not
classified.
211
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.
212
REMOVAL OF DIRECTORS
CROWN KINROSS
Crown's restated articles provide that Crown's Under the OBCA, the shareholders of a corporation
shareholders can only remove directors for cause. may, by a resolution passed by a majority of the
votes cast thereon at a meeting of shareholders
called for that purpose, remove any director from
office and may elect any qualified person to fill
the resulting vacancy for the remainder of the
removed director's term.
AMENDMENTS TO GOVERNING DOCUMENTS
CROWN KINROSS
In the case of a Washington public company, such as Under the OBCA, an amendment to a corporation's
Crown, amendments to the articles of incorporation articles of incorporation generally requires
generally must be approved by a majority of all the shareholder approval by a resolution passed by at
shares entitled to vote by each voting group that has a least two-thirds of the votes cast by shareholders
right to vote on the amendment. Crown may amend its who voted in respect of the resolution. In
bylaws by a majority vote of the board or by the addition, under the OBCA, if certain amendments to
affirmative vote of a majority of its outstanding the articles of incorporation directly or
shares. indirectly affect the rights of a particular class
or series of shares, that class or series is
The Voting Agreement requires the consent of Zoloto and entitled to vote separately on the amendment as a
Solitario for amendments to Crown's organizational class, whether or not that class or series
documents regarding the size of the board. otherwise carries the right to vote. Under the
OBCA, unless the articles of incorporation or
bylaws otherwise provide, the directors may, by
resolution, make, amend, or repeal any bylaw that
regulates the business or affairs of a
corporation. Where the directors make, amend, or
repeal a bylaw, they are required under the OBCA
to submit the bylaw, amendment, or repeal to the
shareholders at the next meeting of shareholders,
and the shareholders may confirm, reject, or
amend, the bylaw amendment or repeal.
QUORUM OF SHAREHOLDERS
CROWN KINROSS
Under the WBCA and Crown's bylaws, a majority of shares As permitted by the OBCA, the bylaws of Kinross
entitled to vote at a meeting constitutes a quorum. provide that a quorum for any meeting of
shareholders shall be at least two persons present
who are entitled to vote not less than 5% of the
total number of votes entitled to be cast at the
meeting.
213
SPECIAL SHAREHOLDER MEETINGS
CROWN KINROSS
Under Crown's restated articles, a special meeting may The OBCA provides that shareholder meetings may be
be called only by the chairman of the board of called by the board of directors, and must be
directors, the president, or two or more members of the called by the board of directors, when so
board. requested by holders of not less than 5% of the
issued shares of the corporation that carry the
right to vote at the meeting sought. A court may
also order, in its discretion, the calling of a
meeting upon the application of a director or a
shareholder entitled to vote at the meeting.
SHAREHOLDER CONSENT INSTEAD OF A MEETING
CROWN KINROSS
Crown's bylaws provide that shareholder action must be Under the OBCA, shareholder action without a
taken at a duly called meeting of the shareholders. meeting may be taken by written resolution signed
by all shareholders who would be entitled to vote
thereon at a meeting.
SIGNIFICANT TRANSACTIONS
CROWN KINROSS
To engage in significant transactions, such as share Under the OBCA, extraordinary corporate actions,
exchange, merger, or sale of substantially all of a such as an amalgamation with another corporation
corporation's assets, the WBCA generally requires the (other than an amalgamation between a parent
board to recommend the actions to the shareholders for corporation and one or more of its wholly-owned
approval. Two-thirds of the shares of each voting subsidiaries or between two or more of such
group entitled to vote on the action must approve the subsidiaries), a continuance under the laws of
action, unless the articles specify a lower threshold another jurisdiction, a sale, lease or exchange of
(but not less than a majority). Crown's restated all or substantially all of the property of the
articles do not lower this threshold. corporation other than in the ordinary course of
business, and other extraordinary corporate
actions, such as the winding-up or dissolution of
the corporation, are required to be approved by a
resolution passed by at least two-thirds of the
votes cast by shareholders who voted in respect of
the resolution. A resolution to approve an
extraordinary corporate action is also required in
some cases to be approved separately by the
holders of a class or series of shares, including
a class or series that does not otherwise carry
the right to vote (generally if such class or
series is affected differently from other shares
by such action). A corporation may also apply to
a court for an order approving an arrangement,
which can be any form of corporate reorganization,
including one or more of amendments to the
articles of incorporation, an exchange of the
corporation's securities for securities, cash or
property of another corporation, an amalgamation,
a transfer of all or substantially all the
property of the corporation to another
214
corporation in exchange for securities, money or
other property of such other corporation, a
liquidation or a dissolution. The court may make
such order as it considers appropriate with respect
to such proposed arrangement.
SHAREHOLDER PROPOSALS AND ADVANCE NOTICE REQUIREMENTS
CROWN KINROSS
Crown's bylaws generally require shareholders to submit Under the OBCA, a shareholder entitled to vote at
notice of their intent to bring business before a a meeting of shareholders may submit to the
meeting not less than 60 or more than 90 days before corporation a notice of a proposal consisting of
the scheduled annual meeting and to provide certain matters that the shareholder proposes to raise at
information in the notice. the meeting. Upon receipt of a notice of such a
proposal, a corporation that solicits proxies
Generally, under U.S. securities laws, a shareholder shall set out the proposal in the management proxy
may submit a proposal to be included in a corporation's circular and, if requested by the shareholder,
proxy statement if the shareholder: include in the management proxy circular a
statement by the shareholder of not more than 200
o owns at least 1% or $2,000 market value of the words in support of the proposal and the name and
securities entitled to be voted on the proposal; address of the shareholder. A corporation may,
within ten days after receiving a shareholder
o has owned the securities for at least one year proposal, notify the shareholder of its intention
prior to the date of the proposal; and to omit the proposal from the management proxy
circular if:
o continues to own the securities through the
date of the meeting. o the proposal is not submitted at least 60
days before the anniversary date of the
Under the U.S. securities laws, Crown may exclude a previous annual meeting or 60 days before the
shareholder proposal from its proxy statement if: date of the special meeting at which the
matter is proposed to be raised, as
o it is not a proper subject for shareholder applicable;
action under Washington law;
o it clearly appears that the proposal is
o it would, if implemented, cause a violation of submitted by the shareholder primarily for
law; the purpose of enforcing a personal claim or
redressing a personal grievance against the
o it is materially false or misleading; corporation or any of its directors, officers
or security holders, or for a purpose that is
o it relates to a personal grievance or is not related in any significant way to the
designed to further a personal interest not shared business or affairs of the corporation;
by other shareholders;
o the corporation, in the previous two
o it relates to operations of the company that years, included a proposal in a management
are immaterial; proxy circular at the request of the
shareholder and the shareholder failed to
o Crown lacks the power or authority to present the proposal at the meeting; or
implement it;
o substantially the same proposal was
o it deals with a matter relating to Crown's submitted to shareholders within the past two
ordinary business operations; years and the proposal was defeated.
215
o it relates to an election for membership to
Crown's board of directors;
o it conflicts with a proposal submitted by
Crown at the same meeting;
o it has already been substantially implemented;
o it substantially duplicates a proposal of
another proponent that Crown is including in the
proxy statement;
o it deals with substantially the same subject
matter as another proposal that was included in
Crown's proxy statement for a previous meeting and
which did not receive the prescribed level of
support; or
o it relates to specific amounts of cash or
shares dividends.
DISSENTERS' RIGHTS
CROWN KINROSS
Under the WBCA, a shareholder is entitled to dissent The OBCA provides that shareholders entitled to
from and, upon perfection of the shareholder's vote on certain matters are entitled to exercise
appraisal right, to obtain the fair value of his or her dissenters' rights and to be paid the fair value
shares in the event of specified corporate actions, of their shares. Such matters include the
including specified mergers, share exchanges, sales of following:
substantially all of the corporation's assets, and
certain amendments to the corporation's articles of o any amalgamation (other than with one or
incorporation if the amendment effects a redemption or more wholly-owned subsidiaries, or between
cancellation of all of the shareholder's shares in one or more such subsidiaries);
exchange for cash or other consideration other than
shares of the corporation. For a description of the o an amendment to the articles to add,
dissenters' rights of Crown common shareholders, see remove or change restrictions on the issue,
"Dissenters' Rights." transfer or ownership of shares;
o an amendment to the articles to add,
remove or change any restriction upon the
business or businesses that the corporation
may carry on or upon the powers the
corporation may exercise;
o a continuance under the laws of another
jurisdiction;
o a sale, lease or exchange of all or
substantially all of the property of the
corporation other than in the ordinary course
of business;
o an arrangement proposed by the
corporation if the applicable court order
permits a shareholder to dissent in
connection with that arrangement; or
216
o amendments to the articles of the
corporation which require a separate vote by
class or series.
SHAREHOLDER DERIVATIVE ACTIONS
CROWN KINROSS
Derivative actions may be brought in Washington by a Under the OBCA, a complainant (as described below
shareholder on behalf of, and for the benefit of, the for the purposes of the oppression remedy) may
corporation. The WBCA provides that a shareholder must apply to the court for leave to bring an action in
have been a shareholder of the corporation when the the name and on behalf of a corporation or any
transaction complained of occurred unless the person subsidiary, or to intervene in an existing action
became a shareholder through transfer by operation of to which any such corporation or subsidiary is a
law from one who was a shareholder at that time. The party, for the purpose of prosecuting, defending
complaint must be verified and allege with or discontinuing the action on behalf of such
particularity the demand made, if any, to obtain action corporation or subsidiary. Under the OBCA, no
by the board of directors and either that the demand action may be brought and no intervention in an
was refused or ignored or why a demand was not made. action may be made unless the complainant has
Whether or not a demand for action was made, if the given 14 days' notice to the directors of the
corporation commences an investigation of the charges corporation or its subsidiary of the complainant's
made in the demand or complaint, the court may stay any intention to apply to the court and the court is
proceeding until the investigation is completed. Once satisfied that:
such a proceeding is commenced, it may not be
discontinued or settled without the court's approval. o the directors of the corporation or its
If the court determines that a proposed discontinuance subsidiary will not bring, diligently
or settlement will substantially affect the interest of prosecute or defend or discontinue the action;
the corporation's shareholders or a class of
stockholders, the court shall direct that notice be o the complainant is acting in good faith;
given to the shareholders affected. On termination of and
the proceeding the court may require the plaintiff to
pay any defendant's reasonable expenses, including o it appears to be in the interests of the
counsel fees, incurred in defending the proceeding if corporation or its subsidiary that the action
it finds that the proceeding was commenced without be brought, prosecuted, defended or
reasonable cause. discontinued.
Under the OBCA, the court in connection with a
derivative action may make any order it thinks fit.
OPPRESSION REMEDY
CROWN KINROSS
WBCA does not provide for a statutory oppression remedy. The OBCA allows a court to rectify unfairness to,
or oppression of, shareholders, if the court is
satisfied that:
o any act or omission of the corporation or
an affiliate effects or threatens to effect
such a result;
o the business or affairs of the
corporation or an affiliate are, have been or
are threatened to be carried on or conducted
in such a manner; or
217
o the powers of the directors of the
corporation or an affiliate are, have been or
are threatened to be exercised in such a
manner.
A complainant entitled to apply for an oppression
remedy can be:
o a present or former registered holder or
beneficial owner of securities of a
corporation or any of its affiliates; or
o any other person who, in the discretion
of the court, is a proper person to make such
an application.
PAYMENT OF DIVIDENDS
CROWN KINROSS
Under the WBCA, the corporation may make a Under the OBCA, a corporation may pay a dividend
distribution, in cash or in property, to its by issuing fully paid shares of the corporation or
shareholders upon authorization by its board of options or rights to acquire such shares. A
directors unless, after giving effect to such corporation may also pay a dividend in money or
distribution the corporation would be unable to pay its property unless there are reasonable grounds for
debts as they become due in the usual course of believing that (1) the corporation is, or would
business; or the corporation's total assets would be after the payment be, unable to pay its
less than the sum of its total liabilities, plus, liabilities as they become due; or (2) the
unless the articles of incorporation permit otherwise, realizable value of the corporation's assets would
the amount that the corporation would need, if it were thereby be less than the aggregate of its
to be dissolved at the time of the distribution, to liabilities and stated capital of all classes.
satisfy the preferential rights of shareholders whose
preferential rights are superior to those receiving the
distribution.
REPURCHASE OF SHARES
CROWN KINROSS
Under the WBCA, the corporation may acquire its own Under the OBCA, a repurchase or redemption by the
shares and shares so acquired constitute authorized but corporation of its shares, or other reduction of
unissued shares. If the articles of incorporation capital, is generally subject to solvency tests
prohibit the reissue of acquired shares, the number of similar to those applicable to the payment of
authorized shares is reduced by the number of shares dividends, as set out above for the purpose of the
acquired, effective upon amendment of the articles of payment of dividends.
incorporation. However, any repurchase of shares is
generally subject to solvency tests similar to those
applicable to the payment of dividends, as set out
above for the purpose of the payment of dividends.
218
FIDUCIARY DUTIES OF DIRECTORS
CROWN KINROSS
Under the WBCA, directors owe a duty of care and a duty Pursuant to the OBCA, the duty of loyalty requires
of loyalty to the corporation and its shareholders. directors to act honestly and in good faith with a
The duty of care requires that the directors act with view to the best interests of the corporation, and
the care an ordinarily prudent person in a like the duty of care requires that the directors
position would exercise under similar circumstances. exercise the care, diligence and skill that a
They must act in an informed and deliberative manner reasonably prudent person would exercise in
and inform themselves, prior to making a business comparable circumstances.
decision, of all material information reasonably
available to them. The duty of loyalty may be
summarized as the duty to act in good faith, not out of
self-interest, and in a manner that the directors
reasonably believe to be in the best interests of the
corporation.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
CROWN KINROSS
The WBCA generally permits indemnification of a person Under the OBCA, a corporation may indemnify a
who acted in good faith and in a manner the person director or officer, a former director or officer
reasonably believed to be in, or not opposed to, the or a person who acts or acted at the corporation's
best interests of the corporation and, with respect to request as a director or officer of another
any criminal action or proceeding, had no reasonable corporation of which the corporation is or was a
cause to believe that the conduct was unlawful. shareholder or creditor, and his or her heirs and
Indemnification is permissive under Washington law, legal representatives, against all costs, charges
except that, unless limited by the articles of and expenses, including an amount paid to settle
corporation, a corporation must indemnify a present or an action or satisfy a judgment, reasonably
former officer or director who is successful on the incurred by him or her in respect of any civil,
merits or otherwise in the defense of certain specified criminal or administrative action or proceeding to
actions, suits or proceedings for expenses, including which he or she is made a party by reason of being
attorney's fees, actually and reasonably incurred in or having been a director or officer of the
connection therewith. Under the WBCA, if authorized by corporation or such other corporation, if: (1) he
the articles of incorporation, a bylaw adopted or or she acted honestly and in good faith with a
ratified by shareholders or a resolution adopted or view to the best interests of the corporation; and
ratified, before or after the event, by the (2) in the case of a criminal or administrative
shareholders, a corporation has the power to indemnify action or proceeding that is enforced by a
a director, officer or employee made a party to a monetary penalty, he or she had reasonable grounds
proceeding, or advance or reimburse expenses incurred to believe that his or her conduct was lawful.
in a proceeding, except for: Any such person is entitled to such indemnity from
the corporation if he or she was substantially
o acts or omissions of a director, officer or successful on the merits in his or her defense of
employee finally found to have engaged in the action or proceeding and fulfilled the
intentional misconduct or a knowing violation of conditions set out in (1) and (2) above. A
the law; corporation may, with the approval of a court,
also indemnify any such person in respect of an
o conduct of a director, officer or employee in action by or on behalf of the corporation or such
connection with a transaction finally found to be other corporation to procure a judgment in its
an unlawful distribution; or favor, to which such person is made a party by
219
reason of being or having been a director or
o any transaction if such director, officer or officer of the corporation or such other
employee is finally found to have personally corporation, if he or she fulfills the conditions
received a benefit in money, property or services set out in (1) and (2) above. Kinross' bylaws
to which he or she was not legally entitled. require Kinross to indemnify the persons permitted
to be indemnified by the provisions of the OBCA
If the corporation indemnifies or advances expenses to summarized above and every other person who
a director in connection with a proceeding by or in the properly incurred any liability on behalf of
right of the corporation, the corporation must report Kinross or acted at Kinross' request.
the indemnification or advance in the form of a notice
to the shareholders delivered with or before the notice
of the next shareholders' meeting.
Crown's restated articles authorize the board of
directors to indemnify its directors to the fullest
extent permitted by the WBCA and to determine the terms
of such indemnification. Crown's bylaws provide
mandatory indemnification for officers and directors
who are made a party to or are involved in any
threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is
or was a director or officer. Crown's bylaws provide
that the right of indemnification includes the right to
have Crown advance expenses for such indemnifiable
actions unless the board of directors adopts a
resolution expressly disapproving such advancement of
expenses. However, such advances are contingent upon
the director or officer delivering an undertaking to
the corporation to repay all amounts so advanced if it
is ultimately determined that such director or officer
is not entitled to indemnification under the bylaws or
otherwise.
DIRECTOR LIABILITY
CROWN KINROSS
The WBCA allows a corporation's articles of The OBCA provides that no provision in a contract,
incorporation to limit directors' personal liability the articles of incorporation, the bylaws or a
except for: resolution relieves a director or officer from the
duty to act in accordance with the OBCA or
o acts or omissions involving intentional relieves him or her from liability for a breach
misconduct or knowing violations of the law; thereof. The bylaws of Kinross provide
protections from liability to directors, officers
o a director's assent to or vote in favor of an and, to the extent applicable, employees of
unlawful distribution; or Kinross, as long as he or she acted honestly and
in good faith with a view to the best interests of
o any transaction from which the director will Kinross.
personally receive a benefit in money, property or
services to which he or she is not legally
entitled.
Crown's restated articles limit the liability of its
directors to the extent allowed by Washington law.
220
ACCESS TO CORPORATE RECORDS
CROWN KINROSS
Under the WBCA, a shareholder of a Washington Under the OBCA, shareholders, creditors, their
corporation may inspect certain corporate records upon agents and legal representatives may examine the
five business days notice to the corporation, including articles of incorporation, bylaws, minutes of
the articles of incorporation and bylaws currently in meetings and resolutions of shareholders, register
effect, the minutes and records of all shareholders' of directors and securities register of the
meetings or actions taken without a meeting for the corporation during usual business hours and take
past three years and the balance sheets and income extracts therefrom, free of charge. Shareholders
statements for the past three years. A shareholder may and others have the right to obtain a shareholder
also inspect upon five business days notice other list, upon payment of a reasonable fee, as long as
corporate records if: such list is used only in connection with an
effort to influence voting by shareholders of the
o the shareholder makes a good faith demand to corporation, an offer to acquire shares of the
inspect the records for a proper purpose; corporation or any other matter relating to the
affairs of the corporation.
o the shareholder describes with reasonable
particularity the shareholder's purpose and the
records the shareholder desires to inspect; and
o the records are directly connected with the
shareholder's purpose.
Such records include the following: excerpts from
minutes of any meeting of the board of directors,
records of any action of a committee of the board of
directors, records of any action taken by the board of
directors without a meeting, accounting records and the
record of shareholders.
TRANSACTIONS WITH INTERESTED DIRECTORS
CROWN KINROSS
The WBCA permits transactions in which one or more The OBCA requires that a director or officer of a
directors have a conflicting interest if: corporation who (1) is a party to a material
contract or transaction or proposed material
o a majority, although no fewer than two, of contract or transaction with the corporation, or
qualified directors on the board, or on the (2) is a director or an officer of, or has a
committee considering the transaction, approves material interest in, any person who is a party to
the transaction; a material contract or transaction or proposed
material contract or transaction with the
o an affirmative vote of a majority of all corporation shall disclose in writing to the
qualified shares approves the transaction; or corporation or request to have entered in the
minutes of meetings of directors the nature and
o at the time of commitment, the transaction was extent of his or her interest. An interested
fair to the corporation. director is prohibited from voting on a resolution
to approve the contract or transaction except in
Such vote must occur after the directors have received certain circumstances, such as a contract or
disclosure of the conflicting interest, with certain transaction relating primarily to his or her
limited exceptions, or the vote will be invalid. remuneration, a contract or transaction for
Further, a committee vote is valid only if all members indemnification or liability insurance of the
of the committee are qualified directors and either: director, or a contract or transaction with an
221
affiliate of the corporation. If a director or
o consist of all the qualified directors on the officer has disclosed his or her interest in
board; or accordance with the OBCA and the contract or
transaction was reasonable and fair to the
o were appointed by affirmative vote of a corporation at the time it was approved, the
majority of the board's qualified directors. director or officer is not accountable to the
corporation or its shareholders for any profit or
A director is a "qualified director" if he or she has gain realized from the contract or transaction and
neither: the contract or transaction is neither void nor
voidable by reason only of the interest of the
o a conflicting interest regarding the director or officer or that the director is
transaction; nor present at or is counted to determine the presence
of a quorum at the meeting of directors that
o any familial, financial, professional or authorized the contract or transaction. The OBCA
employment relationship with a second director who further provides that even if a director or
does have a conflicting interest, if the officer does not disclose his or her interest in
relationship would reasonably be expected to exert accordance with the OBCA, or (in the case of a
influence on the first director's judgment in director) votes in respect of a resolution on a
voting on the transaction. contract or transaction in which he or she is
interested contrary to the OBCA, if the director
Qualified shares are defined generally as shares other or officer acted honestly and in good faith and
than those beneficially owned, or the voting of which the contract or transaction was reasonable and
is controlled, by a director who has a conflicting fair to the corporation at the time it was
interest regarding the transaction. approved, the director or officer is not
accountable to the corporation or to its
shareholders for any profit or gain realized from
the contract or transaction by reason only of his
or her holding the office of director or officer
and the contract or transaction is not by reason
only of the director's or officer's interest
therein void or voidable, if the contract or
transaction has been confirmed or approved by the
shareholders by a resolution passed by at least
two-thirds of the votes cast by shareholders who
voted in respect of the resolution, on the basis
of disclosure in reasonable detail of the nature
and extent of the director's or officer's interest
in the notice of meeting or management proxy
circular.
ANTI-TAKEOVER PROVISIONS AND INTERESTED SHAREHOLDER TRANSACTIONS
CROWN KINROSS
The WBCA prohibits a target corporation, with certain The OBCA does not contain a provision comparable
exceptions, from engaging in certain significant to the WBCA with respect to business
business transactions with a person or group of persons combinations. However, Canadian securities
beneficially owning 10% or more of the target regulators have adopted requirements in connection
corporation's voting securities for a period of five with related party transactions, such as Rule
years after the acquisition unless a majority of the 61-501 of the Ontario Securities Commission. A
members of the target corporation's board of directors related party transaction generally includes any
approve the transaction or share acquisition prior to transaction by which an issuer, directly or
the acquisition date. Significant business indirectly, acquires an asset, or subscribes for a
transactions include, among others: security, from a related party, or transfers an
asset or issues a security to a related party,
o mergers or consolidations with, dispositions assumes or forgives a liability of a related
of assets to, or issuances or redemptions of party, by any means in any one or any combination
shares to or from, the acquiring person; of transactions. "Related party" is defined to
222
include, in relation to the issuer or a related
o termination of 5% or more of the target party involved in the transaction, directors,
corporation's employees employed in Washington senior officers and holders of securities
State, occurring as a result of the acquiring sufficient to affect materially the control of the
person's acquisition of 10% or more of the shares; issuer or of such other party, or persons
or beneficially owning or exercising control or
direction over more than 10% of the voting
o allowing the acquiring person to receive any securities of the issuer or of such other party.
disproportionate benefit as a shareholder.
Rule 61-501 requires more detailed disclosure in
Target corporations include all domestic corporations the proxy material sent to security holders in
with principal executive offices in Washington and connection with a related party transaction and,
either a majority or more than 1,000 of their employees subject to certain exemptions, the preparation by
reside in Washington. an independent value of a formal valuation of the
subject matter of the related party transaction
Crown's bylaws provide that Crown's board may consider and any non-cash consideration offered therefore
the interests of other constituencies in evaluating an and the inclusion of a summary of the valuation in
unsolicited bid. This allows a board to defend against the proxy material. It also requires, subject to
an unsolicited bid. The WBCA also provides that the certain exemptions, that the shareholders of the
board of directors, when evaluating an offer to effect issuer, other than related parties, separately
a merger, may consider the extent to which such offer approve the transaction, by either a simple
furthers the purposes of Crown and the social, legal, majority or two-thirds of the votes cast,
economic or other effects of such offer upon employees, depending on the circumstances.
customers, suppliers and other constituencies of Crown,
the community and all other relevant factors. These requirements of Canadian securities
regulators provide, in addition to specified
Any shareholder attempting to gain control of Crown's exemptions in certain circumstances, for
board would, therefore, be prevented from doing so at discretion to be exercised by such regulators to
one annual meeting, unless such shareholder had the exempt parties from some or all of such
ability to remove the classification requirement set requirements, with or without conditions, where
forth in Crown's restated articles. such regulators consider it to be consistent with
the public interest to do so. In general, these
requirements of Canadian securities laws are
administered and enforced by securities regulators
rather than by the courts and the basis upon which
such regulators take jurisdiction over a matter
and the remedies that may be available differ
significantly from those applicable to
requirements of corporate law contained in the
OBCA.
Kinross has adopted a shareholder rights plan,
which, after certain acquisitions of 20% or more
of Kinross' outstanding shares or the commencement
of a take-over bid, provides that holders of
Kinross common shares (except for such acquirers)
may purchase CDN $180 of Kinross common shares for
CDN $90. A description of Kinross' shareholder
rights plan is included under the caption
"Description of Securities" beginning on page 205.
223
--------------------------------------------------------------------------------
TAX CONSEQUENCES
--------------------------------------------------------------------------------
UNITED STATES FEDERAL TAX CONSEQUENCES
GENERAL
In the opinion of Parr Waddoups Brown Gee & Loveless, A Professional
Corporation, the following discussion describes the material United States
federal income tax considerations generally applicable to Crown shareholders and
Crown warrant holders who exchange their Crown common stock and warrants for
Kinross common shares pursuant to the merger, and of holding and subsequently
disposing of Kinross common shares. This opinion is based upon the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury Regulations promulgated
thereunder, the Canada-United States Income Tax Convention (1980) (the
"Treaty"), administrative rulings, and judicial decisions currently in effect,
all of which are subject to change, possibly on a retroactive basis, and on
certain factual representations made by Kinross, Crown Merger, and Crown. Any
change in currently applicable law, which may or may not be retroactive, or
failure of any of the Factual Representations made by Kinross, Crown Merger, or
Crown to be true, correct, and complete in all material respects could affect
the continuing validity of the opinion, as to the material U.S. federal income
tax consequences of the merger. Each Crown shareholder and warrant holder should
be aware that neither the Internal Revenue Service (the "IRS") nor any court is
bound by the opinion of Parr Waddoups Brown Gee & Loveless, A Professional
Corporation, or the interpretations of the Code and the regulations set forth
below. This opinion is also based upon, among other things, certain factual
assumptions and representations by Kinross, Crown Merger, and Crown (the
"Factual Representations") and customary for similar transactions. If any of
those Factual Representations is or becomes inaccurate, this opinion may not be
an appropriate basis for your tax position or the preparation of your tax
return. This opinion will not be binding on the Internal Revenue Service (the
"IRS") or the courts.
The opinion of Parr Waddoups Brown Gee & Loveless assumes that Crown
shareholders and warrant holders hold their Crown common stock and Crown
warrants, as applicable, as capital assets within the meaning of Section 1221 of
the Code, and will hold any Kinross common shares as capital assets. Further,
the opinion does not address all aspects of U.S. federal income taxation that
may be relevant to a particular shareholder or warrant holder in light of his or
her personal investment circumstances or to persons subject to special treatment
under U.S. federal income tax laws such as insurance companies, tax-exempt
organizations, dealers in securities or foreign currency, banks, trusts, persons
that hold their Crown common stock as part of a straddle, a hedge against
currency risk, a constructive sale or conversion transaction, persons that have
a functional currency other than the U.S. dollar, investors in pass-through
entities, shareholders who acquired their Crown common stock through the
exercise of options or otherwise as compensation or through a tax-qualified
retirement plan, holders of options granted under any Crown benefit plan or
persons that, as a result of the merger, will own, directly or indirectly, at
least 10% of the total combined voting power of Kinross. Furthermore, this
discussion does not consider the potential effects of any state, local or
foreign tax laws.
NEITHER KINROSS NOR CROWN HAS REQUESTED A RULING FROM THE IRS WITH
RESPECT TO ANY OF THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER OR OF
OWNING AND DISPOSING OF KINROSS COMMON SHARES AND, AS A RESULT, THERE CAN BE NO
ASSURANCE THAT THE IRS WILL NOT DISAGREE WITH OR CHALLENGE ANY OF THE
CONCLUSIONS SET FORTH HEREIN.
As used herein, the term "U.S. Holder" means a beneficial owner of Crown
common stock, Crown warrants, or Kinross common shares, as applicable, that is,
for U.S. federal income tax purposes: (i) an individual who is a U.S. citizen or
resident, (ii) a corporation or other entity created or organized in or under
the laws of the U.S. or any state or political subdivision thereof, (iii) an
estate whose income is subject to U.S. federal income taxation regardless of its
source or (iv) a trust if (A) a court within the U.S. is able to exercise
primary supervision over the administration of the trust and if one or more U.S.
persons have the authority to control all substantial decisions of
224
the trust, or (B) the trust was in existence on August 20, 1996, was treated as
a U.S. person under the tax law in effect immediately prior to that date, and
has validly elected to continue to be treated as a U.S. person after that date.
The term "Non-U.S. Holder" means a beneficial owner of Crown common stock, Crown
warrants, or Kinross common shares, as applicable, that is not, for U.S. federal
income tax purposes, a U.S. Holder.
If a partnership (or other entity treated as a partnership for U.S. tax
purposes) holds the shares or warrants in question, the tax treatment of a
partner generally will depend upon the status of the partner and the activities
of the partnership.
Each U.S. Holder and Non-U.S. Holder is urged to consult his own tax
advisor concerning the specific U.S. and Canadian federal, state, and local tax
consequences of the merger and the ownership and disposition of Kinross common
shares received in the merger in light of their particular situations as well as
any consequences arising under the laws of any other taxing jurisdiction.
UNITED STATES FEDERAL TAX CONSEQUENCES OF THE MERGER
The following represents the opinion of Parr Waddoups Brown Gee &
Loveless, A Professional Corporation, as to the anticipated material United
States ("U.S.") federal income tax consequences to Crown shareholders and
warrant holders of the merger, and of owning and disposing of Kinross common
shares. Subject to the foregoing and assuming the merger is consummated in
accordance with the terms of the merger agreement and as described therein, and
that the Factual Representations made by Kinross, Crown Merger, and Crown are
accurate in all respects for U.S. federal income tax purposes:
(a) The merger will constitute a "reorganization" within the meaning
of Section 368(a) of the Code, and Kinross, Crown Merger, and Crown will each be
a party to that reorganization within the meaning of Section 368(b);
(b) No gain or loss will be recognized by Kinross or Crown as a
result of the Merger (other than gain or loss recognized by Crown on the
distribution of shares of Solitario common stock in connection with the merger);
(c) No gain or loss will be recognized by the holder of Crown common
stock or warrants, as applicable, on the conversion of such holder's Crown
common stock or warrant, as applicable, into Kinross common shares (except with
respect to cash, if any, received in lieu of fractional shares of Kinross common
shares) unless such holder is a U.S. Holder that owns, directly or indirectly,
5% or more of the Kinross common shares measured by either voting rights or
value, immediately after the merger and fails to enter into gain recognition
agreements with the IRS as required under Section 367 of the Code and Treasury
Regulations promulgated thereunder, in which case gain (but not loss) would be
recognized;
(d) The aggregate tax basis of the Kinross common shares received in
the merger (including any fractional interest) by a holder of Crown common stock
or warrants will be the same as the aggregate tax basis of such holder's Crown
common stock or warrants, as applicable, exchanged therefore;
(e) The holding period of Kinross common shares received in the
merger by a holder of Crown common stock will include the holding period of such
holder's Crown common stock provided such common stock was held as capital
assets by the holder at the effective time of the merger; and
(f) A holder of Crown common stock or warrants, as applicable, who
receives cash in lieu of a fractional share of Kinross common shares will
recognize gain or loss equal to the difference, if any, between such holder's
basis in the fractional share (determined under clause (d) above) and the amount
of cash received.
If, contrary to the above opinion, the merger does not qualify as a
reorganization within the meaning of Section 368(a) of the Code, U.S. Holders of
Crown common stock or warrants will recognize gain or loss equal to the
difference between such holder's basis in the shares or warrants and the fair
market value of the Kinross common shares and any cash consideration (including
cash in lieu of fractional Kinross common shares) received. Furthermore, if the
failure to qualify the merger under Section 368(a) of the Code arose solely from
the failure to
225
meet the requirements of Section 367 of the Code, U.S. Holders of Crown common
stock or warrants would recognize gain, but not loss, on the merger. The U.S.
federal tax consequences described in this paragraph could occur notwithstanding
the above opinion to the contrary.
WITHHOLDING WITH RESPECT TO CASH PAID IN LIEU OF FRACTIONAL KINROSS SHARES
Certain Crown shareholders and warrant holders may be subject to U.S.
withholding on cash payments received in lieu of fractional Kinross common
shares. Withholding will not apply, however, to a Crown shareholder or warrant
holder who (i) furnishes a correct taxpayer identification number and certifies
that he or she is not subject to backup withholding on the substitute Form W-9
(or successor form) included in the letter of transmittal to be delivered to
Crown shareholders and warrant holders following the consummation of the merger,
(ii) provides a certification of foreign status on Form W-8 (or successor form)
or (iii) is otherwise exempt from withholding.
UNITED STATES FEDERAL TAX CONSEQUENCES TO U.S. HOLDERS OWNING AND DISPOSING OF
KINROSS COMMON SHARES
The following discussion summarizes the material U.S. federal income tax
consequences to a U.S. Holder of owning and disposing of Kinross common shares.
This discussion assumes that each such U.S. Holder will be a "resident" of the
U.S. within the meaning of the Treaty who is eligible for benefits under the
Treaty and is limited as described under "United States Federal Tax
Consequences--General" above. Each U.S. Holder is urged to consult his own tax
advisor concerning whether the U.S. Holder is eligible for benefits under the
Treaty and, if not so eligible, the material U.S. federal income tax
consequences arising from ownership of Kinross common shares. The discussion
that follows is not intended to apply to or be used by Non-U.S. Holders. All
persons, whether U.S. Holders of Non-U.S. Holders, are advised to consult with
their own tax advisors concerning the specific Canadian and U.S. federal, state,
and local tax consequences of the ownership and disposition of Kinross common
shares in light of their particular situations as well as any consequences
arising under the laws of any other taxing jurisdiction.
TAXATION OF DIVIDENDS ON KINROSS COMMON SHARES
Subject to the discussion under "Passive Foreign Investment Company
Considerations" below, the gross amount of any distribution of cash (including
any amounts withheld in respect of Canadian withholding tax, as discussed below)
with respect to Kinross common shares held by a U.S. Holder will be includable
in income by that U.S. Holder as a taxable dividend to the extent of Kinross'
current or accumulated earnings and profits, computed in accordance with U.S.
federal income tax principles. A dividend distribution will be so included in
gross income when received by (or otherwise made available to) the U.S. Holder,
and will be characterized as ordinary income for U.S. federal income tax
purposes. The dividend income will not be eligible for the dividends received
deduction allowed to corporations.
Under legislation generally effective for tax years beginning after
December 31, 2002, through tax years beginning on or before December 31, 2008,
dividend income received by an individual from a corporation organized in the
U.S. or from a "qualified foreign corporation" is eligible for taxation at the
reduced rates imposed on long-term capital gains recognized by individuals. A
corporation organized outside the U.S. is a "qualified foreign corporation" if
it is not a passive foreign investment company ("PFIC," as described below), and
if either (i) the foreign corporation is eligible for the benefits of a
comprehensive income tax treaty with the U.S. determined to be satisfactory to
the U.S. Department of Treasury (which includes the Treaty as currently in
effect), or (ii) the foreign corporation's stock with respect to which a
dividend is paid is readily tradable on an established securities market within
the U.S. Because of uncertainty regarding Kinross' status as a PFIC (see below),
no assurance can be given that Kinross is or will become a "qualified foreign
corporation."
Distributions in excess of Kinross' current accumulated earnings and
profits, as determined under U.S. federal tax law, will be treated as (i) a
tax-free return of capital to the extent of a U.S. Holder's adjusted tax basis
in its Kinross common shares (reducing such adjusted basis, but not below zero),
and (ii) thereafter as gain from a sale or exchange of such Kinross common
shares. If the distribution is paid in Canadian currency, the amount includable
in the U.S. Holder's income will be the U.S. dollar value of the Canadian
currency, based on the prevailing U.S. dollar/Canadian dollar exchange rate on
the date of receipt, regardless of whether the payment is actually converted
into U.S. dollars. Any gain or loss resulting from foreign currency exchange
rate fluctuations during the period from
226
the date the dividend is includable in income to the date the foreign currency
is converted into U.S. dollars will generally be treated as ordinary income or
loss. If Canadian withholding taxes are imposed with respect to such dividend, a
U.S. Holder will be treated as having actually received the amount of such taxes
and as having paid such amount to the Canadian taxing authorities. As a result,
the amount of dividend income included in a U.S. Holder's gross income will be
greater than the amount of cash actually received with respect to such dividend
income.
A dividend distribution generally will be treated as foreign source
income and generally will be classified as "passive income" or "financial
services income," depending on the U.S. Holder's states, for U.S. foreign tax
credit purposes. A U.S. Holder may be able, subject to certain generally
applicable limitations, to claim a United States foreign tax credit or a
deduction for any Canadian withholding taxes imposed on dividend payments. The
rules relating to the determination of the U.S. foreign tax credit are complex,
and the calculation of U.S. foreign tax credits and, in the case of a U.S.
Holder that elects to deduct foreign taxes in lieu of claiming a U.S. foreign
tax credit, the availability of deductions, involve the application of rules
that depend on a U.S. Holder's particular circumstances. U.S. Holders are urged
to consult their own tax advisor regarding the application of the U.S. foreign
tax credit rules to dividend income on the Kinross common shares.
TAXATION ON SALE OR EXCHANGE OF KINROSS COMMON SHARES
Upon the sale, redemption or other disposition of Kinross common shares,
a U.S. Holder generally will recognize gain or loss equal to the difference
between the amount realized and its adjusted tax basis in the Kinross common
shares. Generally the U.S. dollar value of the amount realized by a U.S. Holder
that (i) receives foreign currency on the sale or other disposition of Kinross
common shares and (ii) is a cash basis taxpayer or an accrual basis taxpayer
that so elects, will be determined by translating the foreign currency received
at the spot rate of exchange on the settlement date of the sale or other
disposition (or in the case of a non-electing accrual basis U.S. Holder, the
spot rate of the foreign currency on the date of the sale or other disposition).
Except as provided under "Passive Foreign Investment Company
Considerations" below, gain or loss recognized on the sale or other disposition
of Kinross common shares will be a capital gain or loss. In the case of
non-corporate U.S. Holders, including individuals, net capital gains derived
with respect to capital assets held for more than one year are eligible for
reduced rates of taxation. Certain limitations exist on the deductibility of
capital losses by both corporations and individual taxpayers. Any tax imposed by
Canada directly on the gain from such a sale should be eligible for the United
States foreign tax credit; however, because the gain generally will be
U.S.-source gain, a U.S. Holder might not be able to use the credit otherwise
available. Any loss recognized generally will be allocated to reduce United
States-source income. U.S. Holders are urged to consult their tax advisors
regarding the U.S. foreign tax credit implications of the sale, redemption or
other disposition of Kinross common shares.
PASSIVE FOREIGN INVESTMENT COMPANY CONSIDERATIONS
A foreign corporation is considered to be a PFIC if, with respect to a
taxable year, (i) at least 75% of its gross income is "passive income" (the
"income test") or (ii) the average value of its assets held during its taxable
year (measured at the end of each quarter) that produce or are held for the
production of "passive income" is at least 50% (the "asset test"). In applying
the income test and the asset test, if a foreign corporation owns (directly or
indirectly) at least 25% (by value) of the stock of another corporation, such
foreign corporation is treated as if it had directly received its proportionate
share of the gross income of the other corporation and as if it directly owned
its proportionate share of the assets of such other corporation.
For this purpose, "passive income" generally includes dividends,
interest, certain royalties and rents, and net gains from the sale of stock,
securities or partnership interests. Net gains from commodities transactions are
generally also included within the definition of "passive income," unless such
net gains are derived in the active conduct of a commodities business and
substantially all of the foreign corporation's business is as an active
producer, processor, merchant or handler of commodities (the "commodities
exception"). The commodities exception generally applies only if the
corporation's gross receipts from qualified active sales equals or exceeds 85%
of its gross receipts.
227
The PFIC asset test is applied using the fair market value of a publicly
traded foreign corporation's assets, not the adjusted book value of its assets.
The legislative history to the PFIC rules provides that in applying the PFIC
asset test, the total value of a publicly-traded corporation's assets
"generally" will be treated as equal to the sum of the aggregate value of its
outstanding stock plus its liabilities (the "General Rule"). There are, however,
no regulations or other guidance which define when this General Rule applies and
when it does not apply, and how it applies in particular circumstances.
The determination of whether or not Kinross is a PFIC is a factual
determination that can only be made annually after the close of each taxable
year and must take into account the activities, income and assets of Kinross and
each of Kinross' subsidiaries. Kinross has not definitively determined whether
it was a PFIC during its tax year ended December 31, 2005, and it cannot at
present be determined with certainty whether Kinross will be a PFIC in its
current taxable year ending December 31, 2006, or in any future taxable year.
This determination will depend on the various sources of Kinross' income and
whether the commodities exception is satisfied. In addition, this determination
will depend on the relative values of Kinross' passive assets, such as cash, and
the relative values of its non-passive assets, including goodwill. Furthermore,
since the goodwill of a publicly-traded corporation such as Kinross is largely a
function of the trading price of its shares, the valuation of that goodwill may
be subject to significant change throughout the year. Therefore, it is possible
that Kinross is or could become a PFIC for its current taxable year or any
subsequent taxable year due to the nature of its income or its assets or as the
result of a decrease in the trading price of the Kinross common shares. If
Kinross is or becomes a PFIC in any taxable year in a U.S. Holder's holding
period, it generally will remain a PFIC for all subsequent taxable years with
respect to that U.S. Holder.
In general, if Kinross were a PFIC:
(a) Any distribution made by Kinross during a taxable year to a U.S.
Holder with respect to the Kinross common shares that was an "excess
distribution" (defined generally as the excess of the amount received with
respect to the Kinross common shares in any taxable year over 125% of the
average amount received in the three previous taxable years or, if shorter, the
U.S. Holder's holding period before the taxable year) would be allocated ratably
to each day of the U.S. Holder's holding period. The amount allocated to the
current taxable year would be included as ordinary income for that year. The
amount allocated to each prior PFIC year in the U.S. Holder's holding period
generally would be taxed as ordinary income at the highest rate in effect for
that U.S. Holder in that prior year and such tax would be subject to an interest
charge at the rate applicable to income tax deficiencies as if it were overdue
with respect to such prior year.
(b) Dividends paid to individual U.S. Holders would not qualify for
reduced long-term capital gains rates.
(c) The entire amount of any gain realized upon the sale or other
disposition of Kinross common shares (generally including any disposition
otherwise treated as tax-free and the use of Kinross common shares as security
for an obligation) that was held during more than one taxable year would be
treated as an excess distribution made in the year of sale or other disposition
and, as a consequence, would be treated as ordinary income (rather than capital
gain), and to the extent allocated to PFIC years in the U.S. Holder's holding
period prior to the year of sale or other disposition, would be subject to the
interest charge described above.
Among other PFIC elections which may be available, a so-called
"mark-to-market election" may be made by a U.S. Holder who owns marketable stock
in a PFIC at the close of such person's taxable year. If a mark-to-market
election is made, instead of the PFIC rules described above, such U.S. Holder
generally would be required to include as ordinary income or, to the extent
described in the next sentence, be allowed an ordinary loss deduction in an
amount equal to the difference between the fair market value of such stock as of
the close of such taxable year (or the amount realized from a sale or other
disposition) and the U.S. Holder's adjusted basis, and certain additional rules
would apply. An ordinary loss deduction will be allowed only to the extent that
ordinary income was previously included under the mark-to-market election and
was not substantially offset by ordinary loss deductions. The mark-to-market
election is available with respect to marketable stock in a PFIC on a
shareholder-by-shareholder basis and, once made, can only be revoked with the
consent of the IRS. The Kinross common shares will be treated as marketable
stock for these purposes provided that the shares continue to be actively
228
traded on an established stock exchange. U.S. HOLDERS ARE URGED TO CONSULT THEIR
TAX ADVISORS REGARDING THE CONSEQUENCES AND ADVISABILITY OF MAKING SUCH A
MARK-TO-MARKET ELECTION AND WHETHER ANY OTHER PFIC ELECTION IS AVAILABLE.
A shareholder in a PFIC who is a U.S. person is generally required to
file with the U.S. federal income tax return a completed Form 8621 in each year
that shares are owned in the PFIC.
U.S. INFORMATION REPORTING AND BACKUP WITHHOLDING
Payments of dividends on and proceeds from the sale or other disposition
of the Kinross common shares may be subject to information reporting to the IRS
and backup withholding at a current rate of 28% on the gross proceeds received.
Backup withholding will not apply to a holder who furnishes a correct taxpayer
identification number or certificate of foreign status and makes any other
required certification, or who is otherwise exempt from backup withholding. U.S.
Holders who are required to establish their exempt status generally must provide
IRS Form W-9 (Request for Taxpayer Identification Number and Certification).
Persons in doubt as to the necessity of furnishing this form are urged to
consult their own tax advisors. Non-U.S. Holders generally will not be subject
to U.S. information reporting or backup withholding. However, such Non-U.S.
Holders may be required to provide certification of Non-U.S. Holder status
(generally on IRS Form W-8BEN) in connection with payments received in the U.S.
or through certain U.S.-related financial intermediaries.
Amounts withheld as backup withholding may be credited against a U.S.
Holder's federal income tax liability. A U.S. Holder may obtain a refund of any
excess amounts withheld under the backup withholding rules by filing the
appropriate claim for refund with the IRS and furnishing any required
information.
CANADIAN FEDERAL TAX CONSEQUENCES
In the opinion of Cassels Brock & Blackwell LLP the following discussion
describes the material Canadian federal income tax considerations generally
applicable to Crown shareholders and warrant holders who exchange their Crown
common stock and warrants for Kinross common shares pursuant to the merger and
of holding and subsequently disposing of Kinross common shares. The opinion
applies to shareholders and warrant holders who, for the purposes of the Income
Tax Act (Canada) (the "Canadian Tax Act"): (i) deal at arm's length and are not
affiliated with Kinross and Crown; (ii) are not "financial institutions" for
purposes of the mark-to-market rules; (iii) are not "specified financial
institutions"; and (iv) hold their Crown common stock and warrants and will hold
their Kinross common shares as capital property.
This opinion is based upon the current provisions of the Canadian Tax
Act and the regulations thereunder (the "Regulations") in force as of the date
hereof, all specific proposals (the "Proposed Amendments") to amend the Canadian
Tax Act or the Regulations that have been publicly announced by, or on behalf
of, the Minister of Finance (Canada) prior to the date hereof, the current
provisions of the Treaty and counsel's understanding of the current published
administrative and assessing practices of the Canada Revenue Agency (the "CRA").
No assurance can be given that the Proposed Amendments will be enacted in their
current proposed form if at all; however, the Canadian federal income tax
considerations generally applicable to holders with respect to the merger will
not be different in a material adverse way if the Proposed Amendments are not
enacted. This opinion does not take into account or anticipate any other changes
to the law, whether by legislative, governmental or judicial decision or action,
nor does it take into account provincial, territorial or foreign income tax
legislation or considerations, which may differ from the Canadian federal income
tax considerations.
This opinion is not exhaustive of all possible Canadian federal income
tax considerations and is not intended to be, nor should it be construed to be,
legal or tax advice to any particular holder. Therefore, holders are urged to
consult their own tax advisors with respect to their particular circumstances.
229
U.S. SHAREHOLDERS AND WARRANT HOLDERS
This description is generally applicable to Crown shareholders and
warrant holders who, for the purposes of the Canadian Tax Act, (i) have not been
and will not be deemed to be resident in Canada at any time while they hold
Crown common stock, warrants, or Kinross common shares; and (ii) do not use or
hold the Crown common stock, warrants, or Kinross common shares in carrying on a
business in Canada; and who, for purposes of the Treaty, are residents of the
United States ("U.S. Holders"). Special rules, which are not discussed below,
may apply to a U.S. Holder that is an insurer carrying on business in Canada and
elsewhere.
A U.S. Holder will not be subject to tax under the Canadian Tax Act in
respect of any capital gain arising on the exchange of Crown common stock or
warrants for Kinross common shares or cash in lieu of a fractional Kinross
common share as a result of the merger. Similarly, a U.S. Holder will not be
subject to tax under the Canadian Tax Act in respect of any capital gain arising
on a disposition of Kinross common shares provided that (i) the Kinross common
shares are listed on a prescribed stock exchange (which includes the TSX) for
the purposes of the Canadian Tax Act at the time of disposition; and (ii) at no
time during the 60 month period immediately preceding the disposition of the
Kinross common shares were 25% or more of the issued shares of any class or
series of the capital stock of Kinross owned by the U.S. Holder, by persons with
whom the U.S. Holder did not deal at arm's length, or by the U.S. Holder
together with such persons.
Dividends paid or credited or deemed under the Canadian Tax Act to be
paid or credited to a U.S. Holder on the Kinross common shares will generally be
subject to Canadian withholding tax at the rate of 15%. This rate is reduced to
5% in the case of a U.S. Holder that is a company that owns at least 10% of the
voting stock of Kinross.
CANADIAN SHAREHOLDERS AND WARRANT HOLDERS
This description is generally applicable to Crown shareholders and
warrant holders, who, for the purposes of the Canadian Tax Act, are or are
deemed to be resident in Canada and for whom Crown is not a "foreign affiliate"
("Canadian Holders").
A Canadian Holder whose Crown common stock or warrants are exchanged for
Kinross common shares as a result of the merger will realize a capital gain (or
capital loss) equal to the amount by which the proceeds of disposition received
for such Crown common stock or warrants, net of any reasonable costs of
disposition, are greater (or less) than the adjusted cost base to the Canadian
Holder of such Crown common stock or warrants, respectively. For this purpose,
the proceeds of disposition will be equal to the fair market value of the
Kinross common shares received by a Canadian Holder as a result of the merger
plus the amount of any cash received in lieu of a fractional Kinross common
share.
Dividends on Kinross common shares received by a Canadian Holder who is
an individual will be included in the individual's income and will be subject to
the gross-up and dividend tax credit rules normally applicable under the
Canadian Tax Act to taxable dividends received from taxable Canadian
corporations. Dividends on Kinross common shares received by a Canadian Holder
that is a corporation will be included in computing its income and generally
will be deductible in computing its taxable income.
A Canadian Holder that is a private corporation or a subject corporation
(as defined in the Canadian Tax Act) will generally be liable to pay a
refundable tax under Part IV of the Canadian Tax Act at the rate of 33-1/3% on
dividends received on the Kinross common shares to the extent that such
dividends are deductible in computing taxable income.
A disposition or deemed disposition by a Canadian Holder of Kinross
common shares will generally give rise to a capital gain (or capital loss) equal
to the amount by which the proceeds of disposition, net of any reasonable costs
of disposition, are greater (or less) than the holder's adjusted cost base of
the Kinross common shares. In this regard the cost to the holder of a Kinross
common share acquired pursuant to the merger will equal the fair market
230
value of the Kinross common shares received by a Canadian Holder as a result of
the merger and will be averaged with the adjusted cost base of any other Kinross
common shares then owned by such holder as capital property for purposes of
determining the holder's adjusted cost base of such Kinross common shares.
Where a corporate Canadian Holder disposes of Kinross common shares, the
amount of any capital loss will be reduced by dividends received on such Kinross
common shares to the extent and under the circumstances provided in the Canadian
Tax Act. Similar rules may apply where a Canadian Holder that is a corporation
is a member of a partnership or beneficiary of a trust that owns such shares or
where a trust or partnership of which a corporation is a beneficiary or a member
is a member of a partnership or a beneficiary of a trust that owns any such
shares.
One-half of any capital gain will be a taxable capital gain and will be
included in income and one-half of any capital loss will be an allowable capital
loss. Allowable capital losses may generally be deducted against taxable capital
gains realized in the year of disposition, the three preceding taxation years or
future taxation years, subject to and in accordance with the rules contained in
the Canadian Tax Act.
Certain corporations may be liable to pay an additional refundable tax
of 6-2/3% on their "aggregate investment income," which is defined by the
Canadian Tax Act to include an amount in respect of taxable capital gains. This
tax generally will be refunded to a corporate holder at the rate of $1 for every
$3 of taxable dividends paid while it is a private corporation.
Individuals (other than certain trusts) may be subject to alternative
minimum tax in respect of realized capital gains.
--------------------------------------------------------------------------------
EXPERTS
--------------------------------------------------------------------------------
The consolidated financial statements of Kinross Gold Corporation and
Subsidiaries as of December 31, 2005, and for the year then ended included in
this Proxy Statement/Prospectus have been audited by KPMG LLP, an Independent
Registered Public Accounting Firm, as stated in their report appearing herein,
and have been included herein in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
The consolidated financial statements of Kinross Gold Corporation and
Subsidiaries as of December 31, 2004 and for the years ended December 31, 2004
and 2003, included in this Proxy Statement/Prospectus have been audited by
Deloitte & Touche LLP, Independent Registered Chartered Accountants, as stated
in their report appearing herein (which audit report expresses an unqualified
opinion and includes explanatory paragraphs relating to the restatement of the
financial statements and our consideration of internal controls over financial
reporting and includes a separate report titled "Comments by Independent
Registered Chartered Accountants on Canada-United States of America Reporting
Difference" relating to the adoption of new accounting standards), and have been
included herein in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
The consolidated financial statements of Crown Resources Corporation and
subsidiaries as of December 31, 2005 and the year then ended included in this
Proxy Statement/Prospectus have been audited by Ehrhardt Keefe Steiner & Hottman
P.C. an Independent Registered Public Accounting Firm as stated in their report
appearing herein, and have been so included in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of Crown Resources Corporation and
subsidiaries as of December 31, 2004 and for the years ended December 31, 2004
and 2003 included in this Proxy Statement/Prospectus have been audited by
Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, as
stated in their report appearing herein (which report expresses an unqualified
opinion and includes an explanatory paragraph relating to the restatement of the
financial statements), and have been so included in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.
231
Rodney Cooper is the qualified person under National Instrument 43-101
of the Canadian Securities Administrators, who supervised the preparation of
Kinross' mineral reserve and mineral resource estimates as at December 31, 2005.
Mr. Cooper was at the time an officer of Kinross. Wesley Hanson is the qualified
person under National Instrument 43-101 of the Canadian Securities
Administrators, who authored the technical report for the Paracatu property. Mr.
Hanson is an officer of Kinross.
Messrs. Cooper and Hanson beneficially owned, directly or indirectly,
less than 1% of any class of shares of Kinross' outstanding shares at the time
of the preparation of the reserve and resource estimates and of the Paracatu and
Round Mountain technical reports.
--------------------------------------------------------------------------------
VALIDITY OF KINROSS COMMON SHARES
--------------------------------------------------------------------------------
The validity of the Kinross common shares offered hereby under the laws
of the Province of Ontario will be passed upon for Kinross by Cassels Brock &
Blackwell LLP. Cassels Brock & Blackwell LLP has also delivered an opinion
concerning the material Canadian federal income tax consequences of the merger.
Parr Waddoups Brown Gee & Loveless has delivered an opinion concerning the
material United States federal income tax consequences of the merger.
--------------------------------------------------------------------------------
WHERE YOU CAN FIND MORE INFORMATION
--------------------------------------------------------------------------------
You may read and copy any document filed by Kinross or Crown with the
SEC at the SEC's Public Reference Room located at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. Filings with the SEC are also
available to the public from the SEC's website at HTTP://WWW.SEC.GOV.
The following documents were filed by Kinross with the SEC and are
available upon request from Kinross:
Kinross' Annual Report on Form 40-F for the fiscal year ended December
31, 2005, dated March 30, 2006;
The description of Kinross' Common Shares, no par value, contained in
Kinross' Registration Statement on Form 8-A12B, filed on January 29, 2003, under
the Securities Exchange Act of 1934, as amended.
Kinross has filed a registration statement (File No. 333-111516) on Form
F-4 with the Securities and Exchange Commission (the "SEC"). This Proxy
Statement/Prospectus, which is a part of that registration statement, does not
contain all of the information included in the registration statement. You
should refer to the registration statement and its exhibits for additional
information. With respect to references made in this document to any contract,
agreement, or other document, such references are not necessarily complete and
you should refer to the exhibits attached to the registration statement for
copies of the actual contract, agreement, or other document.
The following documents were filed by Crown with the SEC and are
available upon request from Crown:
Annual Report on Form 10-K dated for the year ended December 31, 2005.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED ON AS HAVING BEEN
AUTHORIZED BY KINROSS, CROWN, OR ANY OTHER PERSON. THIS PROXY
STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO PURCHASE, THE SECURITIES OFFERED BY THIS PROXY STATEMENT/PROSPECTUS,
OR THE SOLICITATION OF A PROXY FROM ANY PERSON, IN ANY JURISDICTION IN WHICH IT
IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OF AN OFFER, OR PROXY SOLICITATION.
NEITHER THE DELIVERY OF THIS PROXY STATEMENT/PROSPECTUS NOR ANY DISTRIBUTION OF
THE SECURITIES MADE UNDER THIS PROXY STATEMENT/PROSPECTUS SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF KINROSS OR CROWN SINCE THE DATE OF THIS PROXY STATEMENT/PROSPECTUS.
232
GLOSSARY OF TECHNICAL TERMS USED IN THIS DOCUMENT
AA FINISH
A method used to complete fire assaying where the bead produced by this
assay technique is dissolved in strong acids. The gold in the acid solution is
determined by a machine called an atomic adsorption spectrometer. This method is
used to accurately quantify small amounts of gold and other metals.
ADULARIA
A variety of orthoclase, a mineral part of the feldspar group. A common
mineral of granitic rocks.
ALLUVIAL
Referring to material, which has been placed by the action of surface
water.
ALLUVIUM
A general term for all detrital deposits resulting from the flow of
present waterways, thus including the sediments laid down in streambeds, flood
plain, lakes, fan at the foot of mountain slopes, and estuaries.
ALMANDINE
An isometric mineral, 8[Fe32+Al2Si3O12]; pyralspilite subgroup of the
garnet group, with Fe replaced by Mg, Mn, and Ca; in red to brownish-black
dodecahedral and trapezohedral crystals, or massive; Mohs hardness, 7-1/2;
occurs in medium-grade metamorphic rock and felsic igneous rocks; used as a
gemstone and an abrasive.
ANKERITE
A trigonal mineral, Ca(Fe,Mg,Mn)(CO3)2; dolomite group; forms series
with dolomite and with kutnohorite; associated with iron ores; commonly forms
thin veins in some coal seams.
ARCHEAN ABITIBI
The Abitibi-Grenville Transect focuses on the Late Archean Abitibi
greenstone belt, which is part of the southern Superior Province, the central
core of the North American craton, and on the Mesoproterozoic Grenville orogen
which extends from southern Sweden to southern Mexico, but is exposed
principally as the southeastern Canadian shield. The Abitibi subprovince is the
largest, and perhaps the best studied, of the Archean greenstone terranes of the
world and is host to a major proportion of Canada's mineral resources.
ARGILLITE
A compact rock, derived either from mudstone (claystone or siltstone),
or shale, that has undergone a somewhat higher degree of induration than
mudstone or shale but is less clearly laminated and without its fissility, and
that lacks the cleavage distinctive of slate.
ARSENOPYRITE
The most common arsenic mineral and principal ore of arsenic; occurs in
many sulfide ore deposits, particularly those containing lead, silver and gold.
ASSAY
To determine the value of various elements within an ore sample,
streambed sample, or valuable metal sample.
B2 HORIZON
A local geological term identifying a particular formation of rock.
BALL MILL
A steel cylinder filled with steel balls into which crushed ore is fed.
The ball mill is rotated, causing the balls to cascade and grind the ore.
BASALT
An extrusive volcanic rock composed primarily of plagioclase, pyroxene
and some olivine.
233
BASEMENT ROCKS
A name commonly applied to metamorphic or igneous rocks underlying the
sedimentary sequence.
BELT
A series of mineral deposits occurring in close proximity to each other
often with a common origin.
BIOTITE
A common rock-forming mineral in crystalline rocks, either as an
original crystal in igneous rocks or as a metamorphic product in gneisses and
schists; a detrital constituent of sedimentary rocks.
BLOCK FAULTED
A type of normal faulting in which the crust is divided into structural
or fault blocks of different elevations and orientations. It is the process by
which block mountains are formed.
BOUDINS
Series of sausage-shaped segments occurring in a boudinage structure.
Boudinage occurs when bed sets are divided by cross-fractures into pillowlike
segments. The cross-fractures are not sharp, but rather rounded, and may be
compared with the necks that develop in ductile metal pieces under tension. The
overall resulting appearance is that of a string of linked sausages when
observed in section.
BRECCIA
A coarse-grained clastic rock, composed of angular broken rock fragments
held together by a mineral cement or in a fine-grained matrix; it differs from
conglomerate in that the fragments have sharp edges and unworn corners.
CALDERA
A large, basin-shaped volcanic depression, more or less circular, the
diameter of which is many times greater than that of the included vent or vents,
no matter what the steepness of the walls or the form of the floor may be.
CALOMEL
A tetragonal mineral, 2[Hg2Cl2]; a secondary alteration of
mercury-bearing minerals; horn quicksilver; mercurial horn ore.
CARBON-IN-LEACH
A process step wherein granular activated carbon particles much larger
than the ground ore particles are introduced into the ore pulp. Cyanide leaching
and precious metals adsorption onto the activated carbon occur simultaneously.
The loaded activated carbon is mechanically screened to separate it from the
barren ore pulp and processed to remove the precious metals and prepare it for
reuse.
CARBON-IN-PULP
A process step wherein granular activated particles much larger than the
ground ore particles are introduced into the ore pulp after primary leaching in
cyanide. Precious metals adsorption occurs onto the activated carbon from the
pregnant cyanide solution.
CARE AND MAINTENANCE
The status of a mining operation when mining has been suspended but
reclamation and closure of the property has not been commenced. The mill and
associated equipment is being cared for and maintained until operations
re-commence.
CATHODE
A rectangular plate of metal, produced by electrolytic refining, which
is melted into commercial shapes such as wire-bars, billets, ingots, etc.
234
CERARGYRITE
A former name for chlorargyrite, which is an isometric mineral, 4[AgCl];
sectile; forms waxy white, yellow, or pearl-gray incrustations, darkening to
violet on exposure to light; a supergene mineral occurring in silver veins; an
important source of silver.
CHALCOPYRITE
A copper mineral composed of copper, iron and sulphur. This mineral is
very similar to marcasite in its characteristics; it tarnishes easily; going
from bronze or brassy yellow to yellowish or grayish brown, has a dark streak,
and are lighter in weight and harder than gold.
CHERT
A compact, glass-like siliceous rock composed of silica of various types
(opaline or chalcedonic).
CHIP SAMPLE
A method of sampling of rock exposure whereby a regular series of small
chips of rock is broken off along a line across the face.
CHLORITE
1. The mineral group chamosite, clinochlore, cookeite, gonyerite,
nimite, orthochamosite, pennantite, and sudoite. 2. Chlorites are associated
with and resemble micas (the tabular crystals of chlorites cleave into small,
thin flakes or scales that are flexible, but not elastic like those of micas);
they may also be considered as clay minerals when very fine grained. Chlorites
are widely distributed, esp. in low-grade metamorphic rocks, or as alteration
products of ferromagnesian minerals.
CIRCUIT
A processing facility for removing valuable minerals from the ore so
that it can be processed and sold.
CLAY
An extremely fine-grained natural earthy material composed primarily of
hydrous aluminum silicates. It may be a mixture of clay minerals and small
amounts of nonclay materials or it may be predominantly one clay mineral. The
type is determined by the predominant clay mineral. Clay is plastic when
sufficiently pulverized and wetted, rigid when dry, and vitreous when fired to a
sufficiently high temperature.
CONGLOMERATE
Rounded, water-worn fragments of rock or pebbles, cemented together by
another mineral substance.
CORE
The long cylindrical piece of rock, about an inch in diameter, brought
to surface by diamond drilling.
CUPEL
1. A small bone-ash cup used in gold or silver assaying with lead. 2.
The hearth of a small furnace used in refining metals.
CUT-OFF GRADE
The lowest grade of mineral resources considered economic; used in the
calculation of reserves in a given deposit.
CYANIDATION
A method of extracting exposed gold or silver grains from crushed or
ground ore by dissolving the contained gold and silver in a weak cyanide
solution. May be carried out in tanks inside a mill or in heaps of ore out of
doors.
CYCLONE UNDERFLOW
A coarser sized fraction, which leaves via apex aperture of
hydrocyclone.
235
DEDICATED PAD
An area of topography where gold ore will be placed in order to be
leached. The ore will remain permanently upon this pad upon the completion of
the gold extraction.
DEVONIAN
The fourth period, in order of decreasing age, of the periods making up
the Paleozoic era. It followed the Silurian period and was succeeded by the
Mississippian period. Also, the system of strata deposited at that time.
Sometimes called the Age of Fishes.
DILUTION
The effect of waste or low-grade ore being included unavoidably in the
mine ore, lowering the recovered grade.
DOLOMITE
A carbonate sedimentary rock consisting of more than 50% to 90% mineral
dolomite, depending upon classifier, or having a Ca:Mg ratio in the range 1.5 to
1.7, or having an MgO equivalent of 19.5% to 21.6%, or having a
magnesium-carbonate equivalent of 41.0% to 45.4%. Dolomite beds are associated
and interbedded with limestone, commonly representing postdepositional
replacement of limestone.
DORE
Unrefined gold and silver bullion bars, which will be further, refined
to almost pure metal.
ELECTROWINNING
Recovery of a metal from a solution by means of electro-chemical
processes.
EPITHERMAL
Said of a hydrothermal mineral deposit formed within about 1 kilometer
of the Earth's surface and in the temperature range of 50 to 200 degrees C,
occurring mainly as veins. Also, said of that depositional environment.
FACIES
A term of wide application, referring to such aspects of rock units as
rock type, mode of origin, composition, fossil content, or environment of
deposition.
FAULT
A fracture in the earth's crust accompanied by a displacement of one
side of the fracture with respect to the other and in a direction parallel to
the fracture.
FELDSPAR
1. Constituting 60% of the Earth's crust, feldspar occurs in all rock
types and decomposes to form much of the clay in soil, including kaolinite. 2.
The mineral group albite, andesine, anorthite, anorthoclase, banalsite,
buddingtonite, bytownite, celsian, hyalophane, labradorite, microcline,
oligoclase, orthoclase, paracelsian, plagioclase, reedmergnerite, sanidine, and
slawsonite.
FELSIC
A mnemonic adjective derived from (fe) for feldspar, (l) for lenad or
feldspathoid, and (s) for silica, and applied to light-colored rocks containing
an abundance of one or all of these constituents. Also applied to the minerals
themselves, the chief felsic minerals being quartz, feldspar, feldspathoid, and
muscovite.
FLOCCULENT
A chemical used to promote the formation of denser slurries.
FLOTATION
A separation process in which valuable mineral particles are induced to
become attached to bubbles and float, which the non-valuable minerals sink.
236
FOLD
Any bending or wrinkling of rock strata.
FORMATION
Unit of sedimentary rock of characteristic composition or genesis.
GALENA
A lead mineral, which occurs with sphalerite in hydrothermal veins, also
in sedimentary rocks as replacement deposits; an important source of lead and
silver.
GARNET
The silicate minerals almandine, andradite, calderite, goldmanite,
grossular, hibshite, katoite, kimzeyite, knorringite, majorite, pyrope,
schlorlomite, spessartine, and uvarovite.
GEYSERITES
A type of rock associated with natural hot springs.
GLACIAL TILL
Dominantly unsorted and unstratified drift, generally unconsolidated,
deposited directly by and underneath a glacier without subsequent reworking by
meltwater, and consisting of a heterogeneous mixture of clay, silt, sand,
gravel, and boulders ranging widely in size and shape; ice-laid drift.
GLACIOLACUSTRINE
Pertaining to, derived from, or deposited in glacial lakes; especially
said of the deposits and landforms composed of suspended material brought by
meltwater streams flowing into lakes bordering the glacier, such as deltas, kame
deltas, and varved sediments.
GOLD
A yellow malleable ductile high density metallic element resistant to
chemical reaction, often occurring naturally in quartz veins and gravel, and
precious as a monetary medium, in jewelry, etc. Symbol - Au.
GOLD EQUIVALENT PRODUCTION
Gold equivalent production represents gold production plus silver
production computed into gold ounces using a market price ratios.
GRADE
The amount of valuable metal in each tonne or ore, expressed as grams
per tonne for precious metals.
CUT-OFF GRADE - is the minimum metal grade at which a tonne of rock can
be processed on an economic basis.
RECOVERED GRADE - is actual metal grade realized by the metallurgical
process and treatment or ore, based on actual experience or laboratory
testing.
GRAVIMETRIC FINISH
A method used to complete fire assaying where the bead produced by this
assay technique is weighed upon an extremely sensitive weigh scale.
GRAVITY RECOVERY CIRCUIT
Equipment used within a plant to recover gold from the ore using the
difference in specific gravity between the gold and the host rock. Typically
used are shaking tables, spirals, etc.
GREENSCHIST
A metamorphosed basic igneous rock, which owes its color and schistosity
to abundant chlorite.
237
GREENSCHIST FACIES
Metamorphic rocks produced under low temperature conditions.
GREENSTONE
An old field term applied to altered basic igneous rocks which owe their
color to the presence of chlorite, hornblende, and epidote.
HALIDE
A fluoride, chloride, bromide, or iodide.
HALOS
A differentiated (lower) grade zone surrounding a central zone of higher
grade.
HEAP LEACHING
A process whereby gold is extracted by "heaping" broken ore on sloping
impermeable pads and repeatedly spraying the heaps with a weak cyanide solution
which dissolves the gold content. The gold-laden solution is collected for gold
recovery.
HEDGING
Taking a buy or sell position in a futures market opposite to a position
held in the cash market to minimize the risk of financial loss from an adverse
price change.
HIGH-GRADE
Rich ore. As a verb, it refers to selective mining of the best ore in a
deposit.
HIGH RATE THICKENER
A type of equipment used to perform solid liquid separation. Slurry (a
mixture of rock and water) is fed into this unit with a clear solution produced
in one stream and a moist solid produced in the second stream.
HQ
A diamond drill core measuring 2.500 inches in diameter (6.35 cm).
INTRUSIVE
Rock which while molten, penetrated into or between other rocks but
solidified before reaching the surface.
INTRACALDERA OLIGOCENE ASH-FLOW TUFFS
A geological term referring to a rock formation comprising ash-flow
tuffs existing inside a caldera. A caldera is a crater formed from by the
collapse of the central part of a volcano. This particular formation dates back
to the Oligocene epoch.
KAOLINITE
A monoclinic mineral, 2[Al2Si2O5(OH)4]; kaolinite-serpentine group;
kaolinite structure consists of a sheet of tetrahedrally bonded silica and a
sheet of octahedrally bonded alumina with little tolerance for cation exchange
or expansive hydration; polymorphous with dickite, halloysite, and nacrite;
soft; white; formed by hydrothermal alteration or weathering of
aluminosilicates, esp. feldspars and feldspathoids; formerly called kaolin.
LEACH
A method of extracting gold from ore by a chemical solution usually
containing cyanide.
LENSE
Pyrite, round or oval in plan and lenticular in section, ranging up to 2
to 3 feet (0.6 to 0.9 meters) in thickness and several hundred feet in the
greatest lateral dimension, that is found in coalbeds.
238
LENTICULAR
Resembling in shape the cross section of a lens. The term may be
applied, e.g., to a body of rock, a sedimentary structure, or a mineral habit.
LODE
Vein of metal ore.
LOW-GRADE
A term applied to ores relatively poor in the metal they are mined for;
lean ore.
MAFIC
Igneous rocks composed mostly of dark, iron- and magnesium-rich
minerals.
METAMORPHISM
The process by which the form or structure of rocks is changed by heat
and pressure.
MICA
1. A group of phyllosilicate minerals having the general composition,
X2Y4-6Z8O20(OH,F) where X=(Ba,Ca,Cs,H3O,K,Na,NH4), Y=(Al,Cr,Fe,Li,Mg,Mn,V,Zn),
and Z=(Al,Be,Fe,Si); may be monoclinic, pseudohexagonal or pseudo-orthorhombic;
soft; perfect basal (micaceous) cleavage yielding tough, elastic flakes and
sheets; colorless, white, yellow, green, brown, or black; excellent electrical
and thermal insulators (isinglass); common rock-forming minerals in igneous,
metamorphic, and sedimentary rocks. 2. The mineral group anandite, annite,
biotite, bityite, celadonite, chernykhite, clintonite, ephesite, ferri-annite,
glauconite, hendricksite, kinoshitalite, lepidolite, margarite, masutomilite,
montdorite, muscovite, nanpingite, norrishite, paragonite, phlogopite,
polylithionite, preiswerkite, roscoelite, siderophyllite, sodium phlogopite,
taeniolite, tobelite, wonesite, and zinnwaldite.
MICACEOUS
Consisting of or containing mica; E.G., a micaceous sediment.
MILL
A plant where ore is ground fine and undergoes physical or chemical
treatment to extract the valuable metals.
MINERAL CLAIM
A mineral claim usually authorizes the holder to prospect and mine for
minerals and to carry out works in connection with prospecting and mining.
MINERAL RESERVES
The economically mineable part of a measured or indicated mineral
resource demonstrated by at least a preliminary feasibility study. This study
must include adequate information on mining, processing metallurgical, economic
and other relevant factors that demonstrate, at the time of reporting, that
economic extraction can be justified. An mineral reserve includes diluting
materials and allowances for losses that may occur when the material is mined.
PROVEN MINERAL RESERVE: The economically mineable part of a measured
mineral resource demonstrated by at least a preliminary feasibility
study. This study must include adequate information on mining,
processing, metallurgical, economic, and other relevant factors that
demonstrate, at the time of reporting, that economic extraction is
justified.
PROBABLE MINERAL RESERVE: The economically mineable part of an
Indicated, and in some circumstances a measured mineral resource
demonstrated by at least a preliminary feasibility study. This study
must include adequate information on mining, processing, metallurgical,
economic, and other relevant factors that demonstrate, at the time of
reporting, that economic extraction can be justified.
239
MINERAL RESOURCE
A concentration or occurrence of natural, solid, inorganic or fossilized
organic material in or on the earth's crust in such form and quantity and of
such a grade or quality that it has reasonable prospects for economic
extraction. The location, quantity, grade, geological characteristics and
continuity of a mineral resource are known, estimated or interpreted from
specific geological evidence and knowledge.
MEASURED MINERAL RESOURCES: A measured mineral resource is that part of
a mineral resource for which quantity, grade or quality, densities,
shape, physical characteristics are so well established that they can be
estimated with confidence sufficient to allow the appropriate
application of technical and economic parameters, to support production
planning and evaluation of the economic viability of the deposit. The
estimate is based on detailed and reliable exploration, sampling and
testing information gathered through appropriate techniques from
locations such as outcrops, trenches, pits, workings and drill holes
that are spaced closely enough to confirm both geological and grade
continuity.
INDICATED MINERAL RESOURCES: An indicated mineral resource is that part
of a mineral resource for which quantity, grade or quality, densities,
shape and physical characteristics, can be estimated with a level of
confidence sufficient to allow the appropriate application of technical
and economic parameters, to support mine planning and evaluation of the
economic viability of the deposit. The estimate is based on detailed and
reliable exploration and test information gathered through appropriate
techniques from location such as outcrops, trenches, pits, workings and
drill holes that are spaced closely enough for geological and grade
continuity to be reasonably assumed.
INFERRED MINERAL RESOURCE: The part of a mineral resource for which
quantity and grade or quality can be estimated on the basis of
geological evidence and limited sampling and reasonably assumed, but not
verified, geological and grade continuity. The estimate is based on
limited information and sampling gathered through appropriate techniques
from locations such as outcrops, trenches, pits, workings and drill
holes. Due to the uncertainty which may attach to inferred mineral
resources, it cannot be assumed that all or any part of an inferred
mineral resource will be upgraded to an indicated or measured mineral
resource as result of continued exploration.
MINERALIZATION
The process or processes by which a mineral or minerals are introduced
into a rock, resulting in a valuable or potentially valuable deposit. It is a
general term, incorporating various types; e.g., fissure filling, impregnation,
and replacement.
MISSISSIPPIAN
Belonging to the geologic time, system of rocks or sedimentary deposits
of the fifth period of the Paleozoic Era, characterized by the submergence of
extensive land areas under shallow seas.
MUCK SAMPLE
A representative piece of ore that is taken from a muck pile and then
assayed to determine the grade of the pile.
MUSCOVITE
A monoclinic mineral, Kal2(Si3Al)O10(OH,F)2; mica group;
pseudohexagonal; perfect basal cleavage; forms large, transparent, strong,
electrically and thermally insulating, stable sheets; a common rock-forming
mineral in silicic plutonic rocks, mica schists, gneisses, and commercially in
pegmatites; also a hydrothermal and weathering product of feldspar and in
detrital sediments. Also spelled muscovite.
NET SMELTER RETURN
A type of royalty payment where the royalty owner receives a fixed
percentage of the revenues of a property or operation.
240
OPEN PIT
A mine that is entirely on surface. Also referred to as open-cut or
open-cast mine.
OLIGOCENE
An epoch of the early Tertiary Period, after the Eocene and before the
Miocene; also, the corresponding worldwide series of rocks. It is considered to
be a period when the Tertiary is designated as an era.
OXIDATION
A reaction where a material is reacted with an oxidizer such as pure
oxygen or air in order to alter the state of the material.
PALEOZOIC
The era of geologic time that includes the Cambrian, Ordovician,
Silurian, Devonian, Mississippian, Pennsylvanian and Permian periods and is
characterized by the appearance of marine invertebrates, primitive fishes, land
plants and primitive reptiles.
PEGMATITES
Igneous rocks of coarse grain found usually as dikes associated with
large masses of plutonic rock.
PHASES
Stages in time and/or composition in forming the rock.
PHYLLITE
1. A metamorphic rock, intermediate in grade between slate and mica
schist. Minute crystals of sericite and chlorite impart a silky sheen to the
surfaces of cleavage (or schistosity). Phyllites commonly exhibit corrugated
cleavage surfaces. 2. A general term for minerals with a layered crystal
structure. 3. A general term used by some French authors for the scaly minerals,
such as micas, chlorites, clays, and vermiculites.
PLACER
A place where gold is obtained by the washing of materials: rocks,
boulders, sand, clay, etc. containing gold or other valuable minerals by the
elements. These are deposits of valuable minerals, in Kinross' case, native
gold, are found in the form of dust, flakes, grains, and nuggets. In the United
States mining law, mineral deposits, not veins in place, are treated as placers
as far as locating, holding, and patenting are concerned. The term "placer"
applies to ancient (Tertiary) gravel as well as to recent deposits, and to
underground (drift mines) as well as surface deposits.
PORPHYRY
An igneous rock in which relatively large crystals, called phenocrysts,
are set in a fine-granted groundmass.
PREMIUM
An amount specified as such by the parties to a hedging agreement, which
amount is the purchase price of the bullion option and is payable by the buyer
to the seller on the premium payment date for value on such date.
PULP METALLIC
A type of assay method, which is used to handle the coarse gold
component of a sample to allow for its accurate determination.
PYRITE
A yellow iron sulphide mineral, normally of little value. It is
sometimes referred to as "fool's gold."
PYROCLASTIC
Produced by explosive or aerial ejection of ash, fragments, and glassy
material from a volcanic vent. Applied to the rocks and rock layers as well as
to the textures so formed.
241
QUALIFIED PERSON
An individual who: (a) is an engineer or geoscientist with at least five
years of experience in mineral exploration, mine development or operation, or
mineral project assessment, or any combination of these; (b) has experience
relevant to the subject matter of the mineral project; and (c) is a member in
good standing of a professional association as defined by NI 43-101.
QUARTZ
Common rock-forming mineral consisting of silicon and oxygen.
QUARTZITE
1. A granoblastic metamorphic rock consisting mainly of quartz and
formed by recrystallization of sandstone or chert by either regional or thermal
metamorphism; metaquartzite. 2. A very hard but unmetamorphosed sandstone,
consisting chiefly of quartz grains that are so completely cemented with
secondary silica that the rock breaks across or through the grains rather than
around them; an orthoquartzite. 3. Stone composed of silica grains so firmly
cemented by silica that fracture occurs through the grains rather than around
them. 4. As used in a general sense by drillers, a very hard, dense sandstone.
5. A granulose metamorphic rock consisting essentially of quartz. 6. Sandstone
cemented by silica that has grown in optical continuity around each fragment.
RECLAMATION
The restoration of a site after mining or exploration activity is
completed.
RECOVERY
A term used in process metallurgy to indicate the proportion of valuable
material obtained in the processing of an ore. It is generally stated as a
percentage of valuable metal in the ore that is recovered compared to the total
valuable metal present in the ore.
RUN-OF-MINE
Said of ore in its natural, unprocessed state; pertaining to ore just as
it is mined.
REUSABLE PAD ORE
Ore which is processed on a reusable pad. The reusable pad is an area
where heap leaching takes place on ore material temporarily placed onto it. Upon
completion of leaching, the ore is removed from the pad and sent to disposal.
New material is then applied.
SAMPLE
A small portion of rock or a mineral deposit, taken so that the metal
content can be determined by assaying.
SANIDINE
A monoclinic mineral, (K,Na)AlSi3O8; feldspar group; forms a series with
albite; prismatic cleavage; colorless; forms phenocrysts in felsic volcanic
rocks.
SCHIST
A foliated metamorphic rock the grains of which have a roughly parallel
arrangement; generally developed by shearing.
SEDIMENTARY ROCKS
Secondary rocks formed from material derived from other rocks and laid
down under water. Examples are limestone, shale and sandstone.
SEMI-AUTOGENOUS (SAG) MILL
A steel cylinder with steel balls into which run-of-mine material is
fed. The ore is ground in the action of large lumps of rock and steel balls.
242
SERICITE
A white, fine-grained potassium mica occurring in small scales as an
alteration product of various aluminosilicate minerals, having a silky luster,
and found in various metamorphic rocks (especially in schists and phyllites) or
in the wall rocks, fault gouge, and vein fillings of many ore deposits. It is
commonly muscovite or very close to muscovite in composition, but may also
include paragonite and illite.
SHEAR ZONE
A geological term to describe a geological area in which shearing has
occurred on a large scale.
SILICA
The chemically resistant dioxide of silicon, SiO2; occurs naturally as
five crystalline polymorphs: trigonal and hexagonal quartz, orthorhombic and
hexagonal tridymite, tetragonal and isometric cristobalite, monoclinic coesite,
and tetragonal stishovite. Also occurs as cryptocrystalline chalcedony, hydrated
opal, the glass lechatelierite, skeletal material in diatoms and other living
organisms, and fossil skeletal material in diatomite and other siliceous
accumulations. Also occurs with other chemical elements in silicate minerals.
SILT
Material passing the No. 200 U.S. standard sieve that is nonplastic or
very slightly plastic and that exhibits little or no strength when air-dried.
Material composes of fine rock components.
SKIP
1. A guided steel hoppit, usually rectangular, with a capacity up to 50
st (45.4 t), which is used in vertical or inclined shafts for hoisting coal or
minerals. It can also be adapted for personnel riding. 2. A large hoisting
bucket, constructed of boiler plate that slides between guides in a shaft, the
bail usually connecting at or near the bottom of the bucket so that it may be
automatically dumped at the surface. 3. An open iron vehicle or car on four
wheels, running on rails and used esp. on inclines or in inclined shafts. 4. A
truck used in a mine. 5. A small car that conveys the charge to the top of a
blast furnace.
SLURRY
Fine rock particles are suspended in a stream of water.
SPHALERITE
A zinc mineral, which is composed of zinc and sulphur. It has a specific
gravity of 3.9 to 4.1.
STIBNITE
A mineral composed of antimony and sulphur often associated with other
sulphides.
STOCK
A magma that has intruded into preexisting rock in a columnar shape
typically a kilometer or more in diameter.
STOCKPILE
Broken ore heaped on surface, pending treatment or shipment.
STOCKWORK
A mineral deposit consisting of a three-dimensional network of planar to
irregular veinlets closely enough spaced that the whole mass can be mined.
SYMPATHETIC FAULTING
A minor fault that has the same orientation as the major fault or some
such structure with which it is associated.
SYNCLINE
A fold in rocks in which the strata dip inward from both sides toward
the axis.
243
TAILINGS
The material that remains after all metals considered economic have been
removed from ore during milling.
TENNANTITE
An isometric mineral, (Cu,Fe)12As4S13; tetrahedrite group; forms a
series with tetrahedrite; may contain zinc, silver, or cobalt replacing copper;
in veins; an important source of copper.
TERRANE
Area of land of a particular character, E.G., mountainous, swampy.
TETRAHEDRITE
1. An isometric mineral, (Cu,Fe)12Sb4S13, having copper replaced by
zinc, lead, mercury, cobalt, nickel, or silver; forms a series with tennantite
and freibergite; metallic; crystallizes tetrahedra; occurs in hydrothermal veins
and contact metamorphic deposits; a source of copper and other metals. 2. The
mineral group freibergite, giraudite, goldfieldite, hakite, tennantite, and
tetrahedrite.
TOURMALINE
1. Any member of the trigonal mineral group,
XY3Z6(BO3)3Si6O18(OH,F)4where X is Na partially replaced by Ca, K, Mg, or a
vacancy, Y is Mg, Fe2+, Li, or Al, and Z is Al and Fe3+; forms prisms of three,
six, or nine sides; commonly vertically striated; varicolored; an accessory in
granite pegmatites, felsic igneous rocks, and metamorphic rocks. Transparent and
flawless crystals may be cut for gems. 2. The mineral group buergerite, dravite,
elbaite, ferridravite, liddicoatite, schorl, and uvite.
TRIASSIC
Belonging to the geolic time, system of rocks or sedimentary deposits of
the first period of the Mesozoic Era, characterized by the diversification of
land life, the rise of dinosaurs and the appearance of the earliest mammals.
TUFF
Rock composed of fine volcanic ash.
ULTRAMAFIC
Also called ultrabasic. Characterizes rocks containing less than 45%
silica; containing virtually no quartz or feldspar. They are essentially
composed of iron and magnesium-rich minerals, metallic oxides and sulfides, and
native metals.
UNCONFORMITY
A surface between successive strata representing a missing interval in
the geologic record of time, and produced either by an interruption in
deposition or by the erosion of depositionally continuous strata followed by
renewed deposition.
VEIN
A fissure, fault or crack in a rock filled by minerals that have
traveled upwards from some deep source.
VOLCANICS
A general collective term for extrusive igneous and pyroclastic material
and rocks.
ZONE
An area of distinct mineralization.
244
MEASUREMENTS CONVERSION TABLE
METRIC CONVERSION TABLE
---------------------------------------------------------------------------
TO CONVERT TO IMPERIAL MEASUREMENT UNITS MULTIPLY BY
Tonnes Short tons 1.10231
Tonnes Long tons 0.98422
Tonnes Pounds 2204.62
Tonnes Ounces (troy) 32,150
Kilograms Ounces (troy) 32.150
Grams Ounces (troy) 0.03215
Grams/tonnes Ounces (troy)/short ton 0.02917
Hectares Acres 2.47105
Kilometers Miles 0.62137
Meters Feet 3.28084
245
--------------------------------------------------------------------------------
INDEX TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF KINROSS:
Report of KPMG LLP, Independent Registered Chartered Accountants,
with respect to December 31, 2005 and the year then ended................F-A2
Report of Deloitte & Touche LLP, Independent Registered Chartered
Accountants, with respect to December 31, 2004 and the two
years then ended.........................................................F-A3
Consolidated balance sheets as at December 31, 2005 and 2004................F-A4
Consolidated statements of operations for the years ended December
31, 2005, 2004 and 2003..................................................F-A5
Consolidated statements of cash flows for the years ended December
31, 2005, 2004 and 2003..................................................F-A6
Consolidated statements of common shareholders' equity for the
years ended December 31, 2005, 2004 and 2003.............................F-A7
Notes to the consolidated financial statements..............................F-A8
HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF CROWN:
Report of Ehrhardt Keefe Steiner & Hoffman P.C., Independent
Registered Public Accounting Firm, with respect to December
31, 2005 and the year then ended.........................................F-B1
Report of Deloitte & Touche LLP, Independent Registered Public
Accounting Firm, with respect to December 31, 2004 and the two
years then ended.........................................................F-B2
Consolidated balance sheets as of December 31, 2005 and 2004 (as
restated)................................................................F-B3
Consolidated statements of operations for the years ended December
31, 2005, 2004 (as restated) and 2003....................................F-B4
Consolidated statements of stockholders' equity and comprehensive
income (loss) for the years ended December 31, 2005, 2004
(as restated) and 2003...................................................F-B5
Consolidated statements of cash flows for the years ended December
31, 2005, 2004 (as restated) and 2003....................................F-B6
Notes to the consolidated financial statements..............................F-B7
Management's responsibility for financial statements
The consolidated financial statements, the notes thereto and other financial
information contained in the annual report are the responsibility of the
management of Kinross Gold Corporation. These financial statements have been
prepared in accordance with Canadian generally accepted accounting principles.
The financial information presented elsewhere in the Annual Report is consistent
with that in the consolidated financial statements.
The Board of Directors is responsible for overseeing management's performance of
its responsibilities for financial reporting and internal control. The Audit
Committee, which is comprised of Directors none of whom are employees or
officers of the Company, meets with management as well as the external auditors
to assure itself that management is properly fulfilling its financial reporting
responsibilities to the Directors who approve the consolidated financial
statements. The auditors have full and unrestricted access to the Audit
Committee to discuss the scope of their audits, the adequacy of the system of
internal controls and financial reporting.
The integrity of the information presented in the financial statements,
including estimates and judgments relating to matters not concluded by fiscal
year end, is the responsibility of management. In order to accomplish this
responsibility, the Company maintains a system of internal accounting controls
designed to provide reasonable assurance that the Company's assets are
safeguarded, transactions are executed and recorded in accordance with
management's authorization and relevant and reliable financial information is
produced.
The consolidated financial statements have been audited by KPMG LLP, the
independent registered chartered accountants, in accordance with Canadian
generally accepted auditing standards and standards of the Public Company
Accounting Oversight Board (United States).
/s/ Tye W. Burt /s/ Lars-Eric Johansson
--------------- -----------------------
Tye W. Burt Lars-Eric Johansson
President and Chief Executive Officer Executive Vice President, Finance
and Chief Financial Officer
Toronto, Canada
March 29, 2006
F-A1
REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
TO THE SHAREHOLDERS OF KINROSS GOLD CORPORATION
We have audited the consolidated balance sheet of Kinross Gold Corporation as at
December 31, 2005 and the consolidated statement of operations, common
shareholders' equity, and cash flow for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States) and Canadian generally accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2005
and the results of its operations and its cash flows for the year then ended in
accordance with Canadian generally accepted accounting principles.
The consolidated financial statements as at December 31, 2004 and for the years
ended December 31, 2004 and 2003, prior to the change in accounting for
convertible debentures as described in Note 2, were audited by other auditors,
who expressed an opinion without reservation on those statements, in their
report dated November 18, 2005 except as to Note 25(a) which is as of February
8, 2006. We have audited the adjustments for the accounting for the convertible
debentures in the December 31, 2004 and 2003 financial statements and in our
opinion, such adjustments, in all material respects, is appropriate and has been
properly applied.
/s/ KPMG LLP
------------
Chartered Accountants
Toronto, Canada
March 29, 2006
F-A2
REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
TO THE SHAREHOLDERS OF KINROSS GOLD CORPORATION
We have audited the consolidated balance sheets of Kinross Gold
Corporation (the "Company") as at December 31, 2004 and the consolidated
statements of operations, cash flows and common shareholders' equity for each of
the years in the two-year period ended December 31, 2004 (prior to the effects
of the restatement described in note 2 to the 2005 financial statements). These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with Canadian generally accepted
auditing standards and the standards of the Public Company Accounting Oversight
Board (United States). These standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, these consolidated financial statements present fairly,
in all material respects, the financial position of Kinross Gold Corporation as
at December 31, 2004 and the results of its operations and its cash flows for
each of the years in the two-year period ended December 31, 2004 in accordance
with Canadian generally accepted accounting principles.
Our previous report, dated November 18, 2005, on the consolidated
balance sheets as at December 31, 2004 and the consolidated statements of
operations, cash flows and common shareholders' equity for each of the years in
the two-year period ended December 31, 2004, which were restated to reflect the
changes described in note 25(b) to the financial statements, was withdrawn on
December 23, 2005. The 2004 financial statements have been further restated to
reflect the changes described in note 25(a) to these financial statements.
The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly we express no such
opinion.
/s/ Deloitte & Touche LLP
Independent Registered Chartered Accountants
Toronto, Canada
November 18, 2005, except as to note 25(a) which is as of February 8, 2006
COMMENTS BY INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS ON
CANADA-UNITED STATES OF AMERICA REPORTING DIFFERENCE
The standards of the Public Company Accounting Oversight Board (United
States) 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 Company's financial statements, such as the
changes described in note 25 to the consolidated financial statements. Our
report to the Shareholders, dated November 18, 2005, except as to note 25(a)
which is as of February 8, 2006 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 such changes are properly
accounted for and adequately disclosed in the financial statements.
/s/ Deloitte & Touche LLP
Independent Registered Chartered Accountants
Toronto, Canada
November 18, 2005, except as to note 25(a) which is as of February 8, 2006
F-A3
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN MILLIONS OF U.S. DOLLARS, EXCEPT SHARE AMOUNTS)
As at December 31
------------------------------------------------------------------------------------------------------------------------------
2005 2004
------------------------------------------------------------------------------------------------------------------------------
ASSETS RESTATED (A)
Current assets
Cash and cash equivalents Note 6 $ 97.6 $ 47.9
Restricted cash 1.3 1.4
Short-term investments - 5.7
Accounts receivable and other assets Note 6 27.8 37.6
Inventories Note 6 115.2 111.0
-------------------------------
241.9 203.6
Property, plant and equipment Note 6 1,064.7 1,244.1
Goodwill Notes 5 & 6 321.2 329.9
Long-term investments Note 6 21.2 25.7
Deferred charges and other long-term assets Note 6 49.1 30.9
-------------------------------
$ 1,698.1 $ 1,834.2
-------------------------------
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities Note 6 $ 132.2 $ 146.4
Current portion of long-term debt Note 9 9.4 6.0
Current portion of reclamation and remediation obligations Note 10 36.3 23.6
-------------------------------
177.9 176.0
Long-term debt Note 9 149.9 116.9
Reclamation and remediation obligations Note 10 139.6 108.1
Future income and mining taxes Note 17 129.6 120.3
Other long-term liabilities 7.9 9.5
Redeemable retractable preferred shares Note 12 2.7 2.6
-------------------------------
607.6 533.4
-------------------------------
COMMITMENTS AND CONTINGENCIES Note 23
NON-CONTROLLING INTEREST 0.3 0.4
-------------------------------
CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY Note 13 14.1 13.3
-------------------------------
COMMON SHAREHOLDERS' EQUITY
Common share capital and common share purchase warrants Note 14 1,777.6 1,775.8
Contributed surplus 52.6 49.4
Accumulated deficit (752.9) (536.9)
Cumulative translation adjustments (1.2) (1.2)
-------------------------------
1,076.1 1,287.1
-------------------------------
$ 1,698.1 $ 1,834.2
-------------------------------
COMMON SHARES
AUTHORIZED UNLIMITED UNLIMITED
ISSUED AND OUTSTANDING 345,417,147 345,066,324
------------------------------------------------------------------------------------------------------------------------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS
(a) See Note 2
Signed on behalf of the Board:
/s/ John A. Brough /s/ John M.H. Huxley
------------------ --------------------
John A. Brough John M.H. Huxley
Director Director
F-A4
CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
For the years ended December 31
---------------------------------------------------------------------------------------------------------------------------------
2005 2004 2003
---------------------------------------------------------------------------------------------------------------------------------
RESTATED (A)
REVENUE
Metal sales $ 725.5 $ 666.8 $ 571.9
OPERATING COSTS AND EXPENSES
Cost of sales (excludes accretion, depreciation, depletion and amortization) 448.1 402.4 362.0
Accretion and reclamation expenses 56.0 21.4 9.0
Depreciation, depletion and amortization 167.7 170.1 172.7
----------------------------------------
53.7 72.9 28.2
Other operating costs 14.3 25.8 16.5
Exploration and business development 26.6 20.4 24.3
General and administrative 45.3 36.4 25.0
Impairment charges: Note 6
Goodwill 8.7 12.4 394.4
Property, plant and equipment 171.9 46.1 15.2
Investments and other assets 4.1 1.4 1.9
Gain on disposal of assets (6.0) (1.7) (29.5)
----------------------------------------
OPERATING LOSS (211.2) (67.9) (419.6)
Other income (expense) - net Note 6 (17.0) (6.2) (49.5)
----------------------------------------
LOSS BEFORE TAXES AND OTHER ITEMS (228.2) (74.1) (469.1)
Income and mining taxes recovery (expense) Note 17 12.9 11.5 (4.1)
Non-controlling interest 0.1 0.3 (0.2)
Dividends on convertible preferred shares of subsidiary (0.8) (0.8) (0.8)
----------------------------------------
NET LOSS $ (216.0) $ (63.1) $ (474.2)
----------------------------------------
ATTRIBUTABLE TO COMMON SHAREHOLDERS:
Net loss $ (216.0) (63.1) (474.2)
Gain on redemption of equity component of convertible debentures - - 32.0
----------------------------------------
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (216.0) (63.1) (442.2)
----------------------------------------
LOSS PER SHARE
Basic and diluted $ (0.63) $ (0.18) $ (1.43)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (millions)
Basic and diluted 345.2 346.0 308.6
---------------------------------------------------------------------------------------------------------------------------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS
(a) See Note 2
F-A5
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN MILLIONS OF U.S. DOLLARS)
For the years ended December 31
---------------------------------------------------------------------------------------------------------------------------------
2005 2004 2003
---------------------------------------------------------------------------------------------------------------------------------
RESTATED (A)
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES:
OPERATING:
Net loss $ (216.0) $ (63.1) $ (474.2)
Adjustments to reconcile net loss to net cash provided from
(used in) operating activities
Depreciation, depletion and amortization 167.7 170.1 172.7
Impairment charges:
Goodwill 8.7 12.4 394.4
Property, plant and equipment 171.9 46.1 15.2
Investments and other assets 4.1 1.4 1.9
Gain on disposal of assets (6.0) (1.7) (29.5)
Future income and mining taxes (15.0) (29.3) (12.7)
Deferred revenue recognized - (6.3) (2.3)
Stock-based compensation expense 3.1 1.8 -
Unrealized foreign exchange losses and other 1.8 1.3 60.4
Changes in operating assets and liabilities:
Accounts receivable and other assets 2.7 4.2 (1.7)
Inventories (9.9) (19.3) (11.3)
Accounts payable and other current liabilities 20.6 43.6 (29.9)
----------------------------------------
CASH FLOW PROVIDED FROM OPERATING ACTIVITIES 133.7 161.2 83.0
----------------------------------------
INVESTING:
Additions to property, plant and equipment (142.4) (169.5) (73.4)
Business acquisitions, net of cash acquired Note 5 - (261.2) (81.9)
Proceeds on sale of marketable securities 0.6 0.7 4.6
Proceeds on sale of long-term investments and other assets 19.8 14.6 63.3
Additions to long-term investments and other assets (16.9) (26.4) (6.1)
Proceeds from the sale of property, plant and equipment 10.4 1.5 5.9
Disposals of (additions to) short-term investments 7.3 (5.7) -
Decrease in restricted cash 0.1 3.7 37.5
----------------------------------------
CASH FLOW USED IN INVESTING ACTIVITIES (121.1) (442.3) (50.1)
----------------------------------------
FINANCING:
Repurchase of common shares - (11.8) -
Issuance of common shares 1.9 3.1 187.9
Redemption of convertible debentures - - (144.8)
Acquisition of convertible preferred shares of subsidiary company - - (0.3)
Reduction of debt component of convertible debentures - - 2.3
Debt issue costs (0.5) (1.4) -
Proceeds from issuance of debt 50.5 119.5 -
Repayment of debt (16.2) (26.8) (10.5)
----------------------------------------
CASH FLOW PROVIDED FROM FINANCING ACTIVITIES 35.7 82.6 34.6
----------------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 1.4 0.6 7.7
----------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 49.7 (197.9) 75.2
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 47.9 245.8 170.6
----------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 97.6 $ 47.9 $ 245.8
---------------------------------------------------------------------------------------------------------------------------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS
(a) See Note 2
F-A6
CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY
(EXPRESSED IN MILLIONS OF U.S. DOLLARS)
For the years ended December 31
---------------------------------------------------------------------------------------------------------------------------------
2005 2004 2003
---------------------------------------------------------------------------------------------------------------------------------
RESTATED (A)
COMMON SHARES
Balance at the beginning of the year $ 1,775.8 $ 1,783.5 $ 1,058.5
Common shares issued - - 145.9
Common shares issued for acquisitions - - 1,334.0
Expiry of TVX and Echo Bay options and warrants (0.1) (1.1) (0.6)
Reduction of legal stated capital - - (761.4)
Common shares issued for stock-based awards 1.9 4.6 7.1
Conversion of redeemable retractable preferred shares - 0.6 -
Repurchase of common shares - (11.8) -
---------------------------------------------------------------------------------------------------------------------------------
Balance at the end of the year $ 1,777.6 $ 1,775.8 $ 1,783.5
---------------------------------------------------------------------------------------------------------------------------------
CONTRIBUTED SURPLUS
Balance at the beginning of the year, $ 49.4 $ 45.5 $ 12.9
Change in accounting policy Note 2 - - -
Transfer of fair value of expired warrants - 1.1 0.6
Transfer of fair value of exercised options 0.1 (0.2) -
Redemption of convertible debentures - - 32.0
Stock-based compensation 3.1 1.8 -
Adoption of new accounting standards Note 15 - 2.5 -
Redemption on share consolidation - (1.3) -
---------------------------------------------------------------------------------------------------------------------------------
Balance at the end of the year $ 52.6 $ 49.4 $ 45.5
---------------------------------------------------------------------------------------------------------------------------------
ACCUMULATED DEFICIT
Balance at the beginning of the year $ (536.9) $ (471.3) $ (773.0)
Change in accounting policy Note 2 - - 14.5
Adoption of new accounting standards - (2.5) -
Reduction of legal stated capital - - 761.4
Net loss (216.0) (63.1) (474.2)
---------------------------------------------------------------------------------------------------------------------------------
Balance at the end of the year $ (752.9) $ (536.9) $ (471.3)
---------------------------------------------------------------------------------------------------------------------------------
CUMULATIVE TRANSLATION ADJUSTMENTS
Balance at the beginning of the year Note 3 $ (1.2) $ (1.2) $ (23.4)
Translation of self sustaining operations - - 22.2
---------------------------------------------------------------------------------------------------------------------------------
Balance at the end of the year $ (1.2) $ (1.2) $ (1.2)
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
TOTAL COMMON SHAREHOLDERS' EQUITY $ 1,076.1 $ 1,287.1 $ 1,356.5
---------------------------------------------------------------------------------------------------------------------------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS
(a) See Note 2
F-A7
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(IN MILLIONS OF U.S. DOLLARS)
1. NATURE OF OPERATIONS
Kinross Gold Corporation and its subsidiaries and joint ventures (collectively,
"Kinross" or the "Company") are engaged in gold mining and related activities,
including exploration and acquisition of gold-bearing properties, extraction,
processing and reclamation. Kinross' gold production and exploration activities
are carried out principally in the United States, Canada, Russia, Brazil, and
Chile. Gold, the Company's primary product, is produced in the form of dore,
which is shipped to refineries for final processing. Kinross also produces and
sells a limited amount of silver.
The operating cash flow and profitability of the Company are affected by various
factors, including the amount of gold and silver produced and sold, the market
prices of gold and silver, operating costs, interest rates, environmental costs
and the level of exploration and other discretionary costs. Due to the global
nature of the Company's operations, exposure also arises from fluctuations in
foreign currency exchange rates, political risk and varying levels of taxation.
While Kinross seeks to manage the level of risk associated with its business,
many of the factors affecting these risks are beyond the Company's control.
The United States ("U.S.") dollar is the functional currency of measurement for
all of the Company's operations and is the reporting currency of the Company's
business; accordingly, these consolidated financial statements are expressed in
U.S. dollars. The consolidated financial statements of Kinross have been
prepared in accordance with Canadian generally accepted accounting principles
("CDN GAAP") which differ in certain material respects from those generally
accepted in the United States ("U.S. GAAP"), as described in Note 21.
The following table sets forth the Company's ownership of its mining interests:
-----------------------------------------------------------------------------------------------------
DECEMBER 31, DECEMBER 31,
2005 2004
-----------------------------------------------------------------------------------------------------
THROUGH MAJORITY OWNED SUBSIDIARIES
Fort Knox 100% 100%
Paracatu (a) Note (5) 100% 100%
Kubaka Note 5 98% 98%
Lupin Note 5 100% 100%
Blanket (b) 100% 100%
Kettle River/ Emanuel Creek Note 5 100% 100%
-----------------------------------------------------------------------------------------------------
AS INTERESTS IN UNINCORPORATED JOINT VENTURES
Round Mountain Note 5 50% 50%
Porcupine 49% 49%
Musselwhite Note 5 32% 32%
New Britannia Note 5 50% 50%
-----------------------------------------------------------------------------------------------------
AS INTERESTS IN INCORPORATED JOINT VENTURES
La Coipa Note 5 50% 50%
Crixas Note 5 50% 50%
Refugio 50% 50%
-----------------------------------------------------------------------------------------------------
(a) On December 31, 2004, the Company completed the purchase of the remaining
51% interest in the Paracatu mine (see Note 5).
(b) In light of the economic and political conditions and the negative impact
of inflationary pressures in Zimbabwe, the Blanket mine was written down in
2001 and Kinross discontinued consolidation of the results of this
operation in 2002 (see Note 3).
F-A8
JOINT VENTURES
The Company conducts a substantial portion of its business through joint
ventures under which the joint venture participants are bound by contractual
arrangements establishing joint control over the ventures. The Company records
its proportionate share of assets, liabilities, revenue and operating costs of
the joint ventures.
(a) PARACATU
Prior to December 31, 2004, the Company owned a 49% interest in Rio
Paracatu Mineracao S.A. ("RPM"). RPM owns the Paracatu mine located next
to the city of Paracatu, Brazil, 200 kilometers southeast of Brasilia,
Brazil's capital city. Under the joint venture agreement, Rio Tinto
Brasil, a subsidiary of Rio Tinto Plc. was the operator.
On December 31, 2004, the Company completed the purchase of the
remaining 51% of RPM. Consequently, from December 31, 2004, the Company
owns 100% of the property.
Prior to the Company's acquisition of the remaining 51% of RPM on
December 31, 2004, the Board of Directors of RPM approved annual
programs and budgets and authorized major transactions prior to
execution by site management. The joint venture participants were
entitled to their pro-rata share of profits in the form of distributions
and were obliged to make their pro-rata share of contributions if
required.
(b) ROUND MOUNTAIN
The Company owns a 50% interest in the Smoky Valley Common Operation
joint venture, which owns the Round Mountain mine, located in Nye
County, Nevada, U.S.A. Under the joint venture agreement, the Company is
the operator of the Round Mountain mine.
The Management Committee of the joint venture represents the joint
venture partners, authorizes annual programs and budgets and approves
major transactions prior to execution by site management. The joint
venture owners are entitled to their pro-rata share of production and
are obliged to make their pro-rata share of contributions as requested.
(c) PORCUPINE
The Company owns a 49% interest in the Porcupine Joint Venture ("PJV"),
which conducts mining, milling and exploration operations in the Timmins
area of Ontario. Under the PJV agreement, Placer Dome (CLA) Limited is
the operator. In early 2006, Placer Dome was acquired by Barrick Gold
Corporation.
The Management Committee of the PJV approves annual programs and
budgets, and authorizes major transactions prior to execution by site
management. The PJV participants are entitled to their pro-rata share of
production and are obliged to make their pro-rata share of contributions
as requested.
(d) MUSSELWHITE
The Company owns a 31.9% interest in the Musselwhite joint venture. The
mine is located 430 kilometers north of the city of Thunder Bay, in
northwestern Ontario. Under the joint venture agreement, Placer Dome
(CLA) Limited is the operator. In early 2006, Placer Dome was acquired
by Barrick Gold Corporation.
The Management Committee of the joint venture approves annual programs
and budgets, and authorizes major transactions prior to execution by
site management. The joint venture participants are entitled to their
pro-rata share of production and are obliged to make their pro-rata
share of contributions as requested.
(e) NEW BRITANNIA
The Company owns a 50% interest in the New Britannia joint venture. The
mine is located in the town of Snow Lake in northern Manitoba, 700
kilometers north of Winnipeg. Under the joint venture agreement, the
Company is the operator.
The Management Committee of the joint venture approves annual programs
and budgets, and authorizes major transactions prior to execution by
site management. The joint venture participants are entitled to their
pro-rata share of production and are obliged to make their pro-rata
share of contributions as requested.
F-A9
The Company has a loan receivable from its joint venture partner.
Kinross sells all of the production from the mine and on an annual
basis, is entitled to apply its partner's share of any operating surplus
against the outstanding balance of the loan. Both partners are required
to fund their pro-rata share of any annual operating deficit.
(f) LA COIPA
The Company owns a 50% interest in Compania Minera Mantos de Oro
("MDO"), a Chilean contractual mining company. MDO owns the La Coipa
mine, located in central Chile, 140 kilometers northeast of the city of
Copiapo. Under the joint venture agreement, a wholly owned subsidiary of
Placer Dome Inc. is the operator. In early 2006, Placer Dome was
acquired by Barrick Gold Corporation.
The Board of Directors of MDO approves annual programs and budgets and
authorizes major transactions prior to execution by site management. The
joint venture participants are entitled to their pro-rata share of
profits in the form of distributions and are obliged to make their
pro-rata share of contributions if required.
(g) CRIXAS
The Company owns a 50% interest in Mineracao Serra Grande, S.A. ("MSG").
MSG owns the Crixas mine, located in central Brazil, 260 kilometers
northeast of the city of Brasilia. Under the joint venture agreement, a
wholly owned subsidiary of AngloGold Ashanti Limited is the operator.
The Board of Directors of MSG approves annual programs and budgets, and
authorizes major transactions prior to execution by site management. The
joint venture participants are entitled to their pro-rata share of
profits in the form of distributions and are obliged to make their
pro-rata share of contributions if required.
(h) REFUGIO
The Company owns a 50% interest in Compania Minera Maricunga ("CMM"), a
Chilean contractual mining company. CMM owns the Refugio mine located in
central Chile. On June 1, 1999, the Company was appointed operator of
the Refugio mine and continues in that capacity. The Company provides
services to CMM in the planning and conduct of exploration, development
and mining, and related operations with respect to the Refugio Project
Properties and the Refugio mine.
The Board of Directors of CMM approves annual budgets, approves
distributions and authorizes major transactions prior to execution by
site management. The shareholders are entitled to their pro-rata share
of profits in the form of distributions and are obliged to make their
pro-rata share of contributions if required.
2. RESTATEMENT - EQUITY COMPONENT OF CONVERTIBLE DEBENTURES
In 2005, the Company adopted amendments to CICA Handbook Section 3860,
"Financial Instruments - Disclosure and Presentation" ("Section 3860"), which
requires obligations that may be settled, at the issuer's option, by a variable
number of the issuer's own equity instruments be presented as liabilities. Any
securities issued by an enterprise that give the issuer unrestricted rights to
settle the principal amount of cash or the equivalent value of its own equity
instruments will no longer be presented as equity. This change in accounting
policy was applied retroactively and the consolidated financial statements for
comparative purposes were restated. The adoption of this amendment had an impact
on the accounting for the Company's convertible debentures which, as described
in Note 11, were all redeemed in 2003. As a result of the 2003 redemption,
adoption of the amendment impacted the 2003 statement of operations and the 2005
and 2004 balances in contributed surplus and accumulated deficit. Upon adoption
of this standard, the following impacts were recognized:
o The opening accumulated deficit at January 1, 2003, has been
decreased by $14.5 million.
o Other expense for the year ended December 31, 2003 increased by
$36.5 million, as a result of a $6.5 million increase to interest
expense, a $14.5 million increase to loss on foreign exchange and a
$15.5 million increase to loss on redemption of convertible
debentures. The gain on the redemption of equity component increased
by $15.5 million and consequently, the increase in the equity
component of convertible debentures of $6.5 million was eliminated.
F-A10
o As of December 31, 2005 and 2004, the cumulative impact was an
increase to accumulated deficit of $15.5 million and an increase to
contributed surplus of $15.5 million.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of the Company and
its subsidiaries and its proportionate share of assets, liabilities, revenues
and expenses of jointly controlled companies and ventures in which it has an
interest. Effective December 31, 2001, the Company discontinued the
consolidation of its wholly owned subsidiary in Zimbabwe, which operates the
Blanket mine. Extreme inflationary pressures within Zimbabwe, civil unrest and
currency export restrictions have prevented the Company from exercising control
over the Zimbabwean subsidiary. As a result, Kinross accounts for its investment
in the Blanket mine on a cost basis.
On January 28, 2003, the shareholders of the Company authorized the
consolidation of one consolidated common share for every three old common shares
of the issued and outstanding common shares of the Company. The consolidation
was made effective on January 31, 2003. All share capital, share and option data
in the accompanying consolidated financial statements and notes have been
retroactively revised to reflect the share consolidation (see Note 14).
PRINCIPLES OF CONSOLIDATION
The financial statements of entities, which are controlled by Kinross through
voting equity interests, referred to as subsidiaries, are consolidated.
Entities, which are jointly controlled, referred to as joint ventures, are
proportionately consolidated. Variable Interest Entities ("VIEs") (which
includes, but is not limited to, special purpose entities, trusts, partnerships
and other legal structures) as defined by the Accounting Standards Board in
Accounting Guideline ("AcG") 15, "Consolidation of Variable Interest Entities"
are entities in which equity investors do not have the characteristics of a
"controlling financial interest" or there is not sufficient equity at risk for
the entity to finance its activities without additional subordinated financial
support. VIEs are subject to consolidation by the primary beneficiary who will
absorb the majority of the entities expected losses and/or expected residual
returns. Intercompany accounts and transactions, unrealized intercompany gains
and losses are eliminated upon consolidation.
USE OF ESTIMATES
The preparation of the Company's consolidated financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect
amounts reported in the consolidated financial statements and accompanying
notes. These estimates and assumptions affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the consolidated financial statements 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 assumptions in determining carrying values
include property, plant and equipment; mineral interests; inventories; goodwill;
reclamation and remediation obligations; provision for income and mining taxes;
employee pension costs and post employment benefit obligations.
TRANSLATION OF FOREIGN CURRENCIES
DOMESTIC AND FOREIGN OPERATIONS
As of September 29, 2003, the functional currency of all the Company's
operations is the U.S. dollar. Prior to that date, the currency of measurement
for certain of the Company's operations domiciled in Canada was the Canadian
dollar. On September 29, 2003, the Company repaid its entire outstanding
Canadian dollar denominated debt. All of the Company's revenues are in U.S.
dollars.
Prior to the repayment of its Canadian dollar denominated convertible debentures
(see Note 11), certain Canadian denominated dollar balances were translated to
U.S. dollars for reporting purposes using the current rate method. Under the
current rate method, assets and liabilities were translated at the exchange
rates in effect at the balance sheet date and revenues and expenses were
translated at average rates for the period.
F-A11
After September 29, 2003, for these operations and for all non-U.S. operations,
the temporal method is used to translate to U.S. dollars for reporting purposes.
Under the temporal method, all non-monetary items are translated at historical
rates. Monetary assets and liabilities are translated at exchange rates in
effect at the balance sheet date, revenues and expenses are translated at
average rates for the year and gains and losses on translation are included in
income.
The cumulative translation adjustments relate to the unrealized translation
gains and losses on the Company's net investment in self-sustaining operations,
translated using the current rate method, prior to September 29, 2003. Such
exchange gains and losses will become realized in income upon the substantial
disposition, liquidation or closure of the mining property or investment that
gave rise to such amounts.
FOREIGN CURRENCY TRANSACTIONS
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. Revenue and expenses are translated at the
average rate of exchange for the year. Exchange gains and losses are included in
income.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and highly liquid investments with an
original maturity of three months or less.
SHORT-TERM INVESTMENTS
Short-term investments are highly liquid investments with an original maturity
greater than three months and less than twelve months.
LONG-TERM INVESTMENTS
Investments in shares of investee companies in which Kinross' ownership is
greater than 20% but not more than 50%, over which the Company has the ability
to exercise significant influence, are accounted for using the equity method.
The cost method is used for entities in which the Company owns less than 20% or
cannot exercise significant influence. The Company periodically reviews the
carrying value of its investments. When a decline in the value of an investment
is other than temporary, the investment is written down accordingly.
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, and
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.
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 (such as truck counts and/or in-pit surveys of the ore before
processing or other similar methods) 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 operations.
Costs are added to stockpiles based on the current mining cost per tonne and
removed at the average cost 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.
F-A12
ORE ON LEACH PADS
The recovery of gold from certain oxide ores is best achieved through the heap
leaching process. Under this process, 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 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 as 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, economically recoverable gold reflected in the
Company's carrying value for ore on leach pads, based on its current operations,
will be recovered within a period of twelve months or less. All of the Company's
ore on leach pads is classified as current. In the event that the Company
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. 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. The ultimate recovery of gold
from a leach pad will not be known until the leaching process is concluded.
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 in
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 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.
FINISHED METAL
Finished metal inventories, comprised of gold and silver dore and bullion, are
valued at the lower of the previous three month 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 and associated royalties.
MATERIALS AND SUPPLIES
Materials and supplies are valued at the lower of average cost and replacement
cost.
PROPERTY, PLANT AND EQUIPMENT
BUILDINGS, 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 for mobile and other equipment range from 2 to 10 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.
F-A13
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 the Company's open pit mines, these costs include costs to initially
delineate the ore body and remove overburden prior to production. The Company
expenses in-pit stripping cost as incurred.
At the Company's 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. Commercial production occurs when an
asset or property is substantially complete and ready for its intended use.
Ongoing development expenditures to maintain production are charged to
operations as incurred.
MINERAL INTERESTS
Mineral interests include acquired mineral use rights associated with producing,
development and exploration 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 a 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.
Mineral interests relating to producing properties pertain to the reserves and
resources associated with a property. Development properties represent mineral
use rights in properties under development that contain reserves or resources.
Exploration properties represent value of the land area around the existing
producing mine or development property or green field exploration area that is
not part of resources and is comprised mainly of material outside the immediate
mine area.
The Company's mineral use rights generally are enforceable regardless of whether
proven and probable mineral reserves have been established. The Company 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.
INTEREST CAPITALIZATION
Interest expense allocable to the cost of developing mining properties and to
constructing new facilities is capitalized until assets are ready for their
intended use.
DEPRECIATION AND AMORTIZATION
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 and exploration properties are not amortized
until such time as the underlying property is converted to the production stage.
Some plant and equipment is depreciated on a straight-line basis.
The expected useful lives used in amortization calculations are determined based
on the facts and circumstances associated with the mineral interest. The Company
evaluates the remaining amortization period for each individual mineral interest
on at least an annual basis. Any changes in estimates of useful lives are
accounted for prospectively from the date of the change.
ASSET IMPAIRMENT - LONG-LIVED ASSETS
Kinross reviews and evaluates the carrying value of its operating mines,
development and exploration properties for impairment on an annual basis or when
events or changes in circumstances indicate that the carrying amounts of related
assets or groups of assets might not be recoverable.
F-A14
In assessing the impairment for production and development properties, if the
total estimated future cash flows on an undiscounted basis are less than the
carrying amount of the asset, an impairment loss is measured and recorded.
Future cash flows are based on estimated future recoverable mine production,
expected sales prices (considering current and historical prices, price trends
and related factors), production levels and costs, capital and reclamation and
remediation obligations, all based on detailed engineering life of mine plans.
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. Cash flow estimates of
recoverable production from inferred mineral interests are risk adjusted to
reflect the greater uncertainty associated with those cash flows. All long-lived
assets at a particular operation are combined for purposes of estimating future
cash flows.
Exploration properties are the areas adjacent and contiguous to existing mines
or development properties containing reserves, resources or without any
identified exploration targets, which is assessed for impairment by comparing
the carrying value with the fair value. Fair value is based primarily on recent
transactions involving sales of similar properties.
GOODWILL
Acquisitions are accounted for using the purchase method whereby acquired assets
and liabilities are recorded at fair value as of the date of acquisition. The
excess of the purchase price over such fair value is recorded as goodwill.
Goodwill is attributed to the following factors:
o The expected ability of the Company to increase the reserves and
resources at a particular mining property based on its potential to
develop identified exploration targets existing on the properties
which were part of the acquisitions;
o The optionality (real option value associated with the portfolio of
acquired mines as well as each individual mine) to develop
additional, higher-cost reserves and to intensify efforts to develop
the more promising acquired properties and reduce efforts at
developing the less promising acquired properties should gold prices
change in the future; and
o The going concern value of the Company's capacity to replace and
augment reserves through completely new discoveries whose value is
not reflected in any of the other valuations.
Accordingly, in determining the basis of assigning goodwill to reporting units
as at the date of acquisition, the value associated with expected additional
value attributable to exploration potential is quantified for each reporting
unit based on the specific geological attributes of the mineral property and
based on market data for similar types of properties. The values associated with
optionality and going concern value are not separately computed and accordingly
the balance of goodwill is assigned to reporting units using a relative fair
value methodology. The carrying amount of goodwill assigned to the reporting
units acquired at the date of acquisition is not amortized.
The Company evaluates, on at least an annual basis, the carrying amount of
goodwill to determine whether events and circumstances indicate that such
carrying amount may no longer be recoverable. To accomplish this, the Company
compares the fair value of reporting units, to which goodwill was allocated, to
their carrying amounts. If the carrying value of a reporting unit exceeds its
fair value, the Company performs the second step of the impairment test. In the
second step, the Company compares the implied fair value of the reporting unit's
goodwill to its carrying amount and any excess of the carrying value over the
fair value is charged to earnings. Assumptions underlying fair value estimates
are subject to risks and uncertainties.
FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY
As part of its strategy to manage exposure to fluctuations in metal prices and
foreign currency exchange rates, Kinross enters into metals and currency
contracts, including forward contracts, spot deferred contracts and options. The
Company formally documents all relationships between hedging instruments and
hedged items, as well as its risk management objectives and strategies for
undertaking the hedge transactions. This process includes linking all
derivatives to specific assets and liabilities on the balance sheet or to
specific firm commitments or forecasted transactions. Hedge effectiveness is
assessed based on the degree to which the cash flows from the derivative
contracts are expected to offset the cash flows of the underlying position or
transaction being hedged. The Company formally assesses, both at the hedge's
inception and on an ongoing basis, whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes in fair values
or cash flows of hedged items. In
F-A15
instances where the documentation supports an economic hedge but is insufficient
to meet the standard for formal hedge accounting, the Company records changes in
fair value of the financial instruments in current earnings.
For precious metal production, the use of spot deferred and fixed forward
contracts is intended to hedge the Company's exposure to the risk of falling
commodity prices. Realized and unrealized gains or losses on derivative
contracts that effectively establish prices for future production are deferred
and recorded in earnings when the underlying hedged transaction, identified at
the contract inception, is completed. Premiums received at the inception of
written call options are recorded as a liability. Changes in the fair value of
the liability are recognized in current earnings. Realized and unrealized gains
or losses for derivative contracts which do not qualify as hedges for accounting
purposes or which relate to a hedged transaction or item that has been sold or
terminated are recorded in current earnings. Gains or losses on the early
settlement of metal hedging contracts, that were deemed to be effective at the
inception of the contract, are deferred on the balance sheet and included in
earnings in accordance with the original delivery schedule of the hedged
production.
Foreign currency forward contracts are used to hedge exposure to fluctuations in
foreign currency denominated anticipated capital and operating expenditures.
Gains or losses on these contracts are matched with the hedged expenditures at
the maturity of the contracts. Realized and unrealized gains or losses
associated with foreign exchange forward contracts, which have been terminated
or cease to be effective prior to maturity, are deferred under other assets or
liabilities on the balance sheet and recognized in earnings in the period in
which the underlying hedged transaction is recognized.
Changes in the fair value of any other financial instruments, for which the
Company has not sought hedge accounting, are recognized currently in earnings.
PENSION, POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS
The Company participates in both defined contribution and defined benefit
pension plans. The costs of defined contribution plans, representing the
Company's required contribution, and the costs of defined benefit pension plans
are charged to earnings in the year incurred. Defined benefit plan pension
expense, based on management's assumptions, consists of the actuarially computed
costs of pension benefits in respect of the current year's service, imputed
interest on plan assets and pension obligations, straight-line amortization of
experience gains and losses, assumption changes and plan amendments over the
expected average remaining service life of the employee group.
The expected costs of post-retirement and post-employment benefits, other than
pensions, to active employees are accrued for in the consolidated financial
statements during the years employees provide service to be entitled to receive
such benefits.
STOCK-BASED INCENTIVE AND COMPENSATION PLANS
The Company has four stock-based incentive and compensation plans which are
described in Note 15 to the consolidated financial statements. They comprise of
an Employee Share Purchase Plan ("ESPP"), Restricted Share Unit Plan ("RSU"),
Deferred Share Unit Plan ("DSU") and a Stock Option Plan.
ESPP
The Company's contribution to the ESPP is recorded as compensation expense on a
payroll cycle basis as the employer's obligation to contribute is incurred.
RSU
RSUs are only settled in equity and are valued using the market value of the
underlying stock at the grant date. Compensation expense is recognized on a
straight-line basis over the vesting period. Adjustments to compensation expense
for employment vesting requirements are accounted for in the period when they
occur. On exercise of RSUs, the shares are issued from treasury.
DSU
DSUs are settled in cash and accounted for as a liability as of the grant date
based on the market value at the grant date. The value of the liability is
remeasured each period based on the current market value of the underlying stock
at period end and any changes in the liability are recorded as compensation
expense each period.
F-A16
STOCK OPTION PLAN
Effective January 1, 2004, the Company began recording an expense for employee
stock-based compensation using the fair value based method, applied
retroactively without restatement, for all awards granted or modified on or
after January 1, 2002. The fair value of stock options at grant date is
estimated using the Black-Scholes option pricing model. Compensation expense is
recognized on a straight-line basis over the stock option vesting period.
Adjustments to compensation expense due to not meeting employment vesting
requirements are accounted for in the period when they occur.
Prior to January 1, 2004, as permitted by Section 3870, the Company presented
the impact of employee stock-based awards on a pro forma basis. Had the Company
adopted the fair value based method of accounting for all stock-based awards in
2003, the reported net loss and the loss per common share would have been
adjusted to the pro forma amounts indicated in the table below:
--------------------------------------------------------------------------------
2003
--------------------------------------------------------------------------------
Net loss $ (442.2)
Stock-based compensation expense - pro forma (0.4)
--------------------------------------------------------------------------------
Net loss - pro forma $ (442.6)
--------------------------------------------------------------------------------
Loss per common share
Basic and diluted - reported $ (1.43)
Basic and diluted - pro forma $ (1.43)
--------------------------------------------------------------------------------
REVENUE RECOGNITION
Gold and silver revenue is recognized upon shipment to third-party gold
refineries, when the sales price is fixed and title has passed to the customer.
RECLAMATION AND REMEDIATION OBLIGATIONS
The Company requires that the estimated fair value of liabilities for asset
retirement obligations be recognized in the period in which they are incurred. A
corresponding increase to the carrying amount of the related asset (where one is
identifiable) is recorded and depreciated over the life of the asset. The amount
is initially recorded at its discounted present value with subsequent annual
recognition of an accretion amount on the discounted liability. Where a related
asset is not easily identifiable with a liability, the change in fair value over
the course of the year is expensed. The amount of the liability will be subject
to re-measurement at each reporting period. The estimates are based principally
on legal and regulatory requirements. It is possible that the Company's
estimates of its ultimate reclamation and remediation obligations could change
as a result of changes in regulations, the extent of environmental remediation
required, the means of reclamation or cost estimates. Changes in estimates are
recognized as an increase or decrease in the carrying amount of the liability
for reclamation and remediation obligations, and the related asset retirement
cost is capitalized as part of the carrying amount of the related long-lived
asset. Upward revisions in the amount of undiscounted cash flows are discounted
using the current credit-adjusted risk-free rate. Downward revisions in the
amount of undiscounted estimated cash flows are discounted using the
credit-adjusted risk-free rate that existed when the original liability was
recognized.
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. The
Company 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, the Company recognizes the future tax assets and liabilities for
the tax effects of such differences.
Future withholding taxes are provided for the unremitted net earnings of foreign
subsidiaries and joint ventures to the extent that dividends or other
repatriations are anticipated in the future and will be subject to such taxes.
F-A17
EARNINGS (LOSS) PER SHARE
Earnings (loss) per share ("EPS") is calculated by dividing the net earnings
(loss) by the weighted-average number of the Company's common shares outstanding
during the period. Diluted earnings (loss) per share is calculated by dividing
the applicable net earnings (loss) by the sum of the weighted-average number of
common shares outstanding if potentially dilutive common shares had been issued
during the period. The treasury stock method is used to compute the dilutive
effect of common share purchase warrants, stock options, restricted shares and
deferred share units. The if-converted method is used to compute the dilutive
effect of convertible debt. If the Company has a net loss, diluted earnings per
share is calculated using the basic weighted average shares outstanding because
to do otherwise would be anti-dilutive.
RECLASSIFICATIONS
Certain comparative figures for 2004 and 2003 have been reclassified to conform
to the 2005 presentation.
4. RECENT PRONOUNCEMENTS AND ACCOUNTING CHANGES
RECENT PRONOUNCEMENTS
(a) On January 27, 2005, the CICA ("Canadian Institute of Chartered
Accountants") issued three new accounting standards: Handbook Section 1530,
"Comprehensive Income," Handbook Section 3855, "Financial Instruments -
Recognition and Measurement," and Handbook Section 3865, "Hedges." These
standards will be effective for years commencing after November 1, 2006. The
impact of implementing these new standards on the Company's consolidated
financial statements is not yet determinable and is dependent on the outstanding
positions and related fair values at the time of transition.
OTHER COMPREHENSIVE INCOME
As a result of adopting these standards, a new category, Other Comprehensive
Income, will be added to shareholders' equity on the consolidated balance
sheets. Major components for this category will include unrealized gains and
losses on financial assets classified as available-for-sale, unrealized foreign
currency translation amounts, net of hedging, arising from self-sustaining
foreign operations, and changes in the fair value of the effective portion of
cash flow hedging instruments.
FINANCIAL INSTRUMENTS - RECOGNITION AND MEASUREMENT.
Under the new standard, all financial instruments will be classified as one of
the following: held-to-maturity, loans and receivables, held-for-trading or
available-for-sale. Financial assets and liabilities held-for-trading will be
measured at fair value with gains and losses recognized in net income. Financial
assets held-to-maturity, loans and receivables and financial liabilities other
than those held-for-trading, will be measured at amortized cost.
Available-for-sale instruments will be measured at fair value with unrealized
gains and losses recognized in other comprehensive income. The standard also
permits designation of any financial instrument as held-for-trading upon initial
recognition.
HEDGES
This new standard specifies the criteria under which hedge accounting can be
applied and how hedge accounting can be executed for each of the permitted
hedging strategies: fair value hedges, cash flow hedges and hedges of a foreign
currency exposure of a net investment in a self-sustaining foreign operation. In
a fair value hedging relationship, the carrying value of the hedged item is
adjusted by gains or losses attributable to the hedged risk and recognized in
net income. This change in fair value of the hedged item, to the extent that the
hedging relationship is effective, is offset by changes in the fair value of the
derivative. In a cash flow hedging relationship, the effective portion of the
change in the fair value of the hedging derivative will be recognized in other
comprehensive income. The ineffective portion will be recognized in net income.
The amounts recognized in other comprehensive income will be reclassified to net
income in the periods in which net income is affected by the variability in the
cash flows of the hedged item. In hedging a foreign currency exposure of a net
investment in a self-sustaining foreign operation, foreign exchange gains and
losses on the hedging instruments will be recognized in other comprehensive
income.
F-A18
(b) In June 2005, the CICA issued Handbook Section 3831 "Non-Monetary
Transactions" to revise and replace Handbook Section 3830 "Non-Monetary
Transactions." Section 3831 requires all non-monetary transactions to be
measured at fair value, subject to certain exceptions. The standard also
requires that commercial substance will replace culmination of the earnings
process as the test for fair value measurement. The standard defines commercial
substance as a function of the cash flows expected from the assets. These
revised standards are effective for non-monetary transactions initiated in
fiscal periods beginning on or after January 1, 2006 and early adoption is
permitted for fiscal periods beginning on or after July 1, 2005.
(c) In October 2005, the Emerging Issues Committee issued the CICA Abstract
No. 157, "Implicit Variable Interests Under AcG-15" ("EIC-157"). This EIC
clarifies that implicit variable interests are implied financial interests in an
entity that change with changes in the fair value of the entity's net assets
exclusive of variable interests. An implicit variable interest is similar to an
explicit variable interest except that it involves absorbing and/or receiving
variability indirectly from the entity. The identification of an implicit
variable interest is a matter of judgment that depends on the relevant facts and
circumstances. EIC-157 will be effective in the first quarter of 2006.
(d) In March 2006, the CICA issued EIC 160, Stripping Costs Incurred in the
Production Phase of a Mining Operation. The EIC clarifies that stripping costs
should be accounted for according to the benefit received by the entity.
Generally, stripping costs should be accounted for as variable production costs
that should be included in the costs of the inventory produced (that is,
extracted) during the period that stripping costs are incurred. However,
stripping costs should be capitalized if the stripping activity can be shown to
represent a betterment to the mineral property. Capitalized stripping costs
should be amortized in a rational and systematic manner over the reserves that
directly benefit from the specific stripping activity, such as the unit of
production method. The reserves used to amortize capitalized stripping costs
will normally differ from those used to amortize the mineral property and
related life-of-mine assets as the stripping costs may only relate to a portion
of the total reserves. EIC 160 should be applied to stripping costs incurred in
fiscal years beginning on or after July 1, 2006, and may be applied
retroactively. The Company is currently evaluating the implications of this
announcement.
5. BUSINESS AND PROPERTY ACQUISITIONS
2004
ACQUISITION OF REMAINING 51% OF PARACATU MINE
On December 31, 2004, the Company completed the purchase of the remaining 51% of
the Rio Paracatu Mineracao ("RPM"), the owner of the Morro do Ouro mine (also
known as Paracatu) in Brazil from Rio Tinto Plc. ("Rio Tinto"). The RPM gold
mine is located near Brasilia in the state of Minas Gerais, Brazil. It has been
in operation since 1987. As a result of this transaction, the Company now owns
100% of the property. Kinross acquired its original 49% interest in the mine on
January 31, 2003 when the Company acquired TVX Gold Inc. ("TVX"). Consideration
of $255.6 million was paid in cash on finalizing the post completion working
capital adjustment. The Company financed the transaction with debt of $105
million and the remainder in cash.
F-A19
The following table reflects the purchase price allocation for the acquisition
of the remaining 51% interest of the Paracatu mine (in millions):
--------------------------------------------------------------------------------
Cash paid $ 249.6
Working capital adjustment 6.0
--------------------------------------------------------------------------------
Total cash paid to Rio Tinto Plc. $ 255.6
Plus - direct acquisition costs incurred by the Company 1.4
--------------------------------------------------------------------------------
Total purchase price $ 257.0
Plus - Fair value of liabilities assumed by Kinross
Accounts payable and accrued liabilities $ 8.3
Long-term debt, including current portion 10.5
Reclamation and remediation obligations, including
current portion 5.4
Future income tax liabilities 3.0
Less - Fair value of assets acquired by Kinross
Cash (5.7)
Short-term investments (0.4)
Accounts receivable and other assets (2.7)
Inventories (3.7)
Property, plant and equipment (37.5)
Mineral interests (233.4)
Other non-current assets (0.8)
--------------------------------------------------------------------------------
Residual purchase price allocated to goodwill $ -
--------------------------------------------------------------------------------
Pro forma consolidated results
The purchase of the remaining 51% interest in the Paracatu mine was effective on
December 31, 2004. If the combination had been effective as of January 1, 2004,
pro forma consolidated revenues for the year ended December 31, 2004 would
increase by $39.8 million to $706.6 million and pro forma consolidated net loss
for the year ended December 31, 2004 would decrease by $7.5 million to $55.6
million. These pro forma results were based on the purchase price allocation.
The pro forma financial information does not purport to project the Company's
results of operations for any future periods.
2003
(a) TVX GOLD INC., ECHO BAY MINES LTD. AND THE TVX NEWMONT AMERICAS JOINT
VENTURE
On January 31, 2003, pursuant to a Canadian Plan of Arrangement, Kinross
acquired 100% of TVX and 100% of Echo Bay Mines Ltd. ("Echo Bay"). Consideration
paid for the TVX common shares was 2.1667 Kinross common shares for each TVX
common share. Consideration paid for the Echo Bay shares was 0.1733 of a Kinross
common share for each Echo Bay common share. The exchange ratio reflects the
three for one consolidation of the Company's common shares as described in Note
14. The purchase price for these acquisitions totaled $1.3 billion and comprised
of 177.8 million Kinross common shares, $12.6 million of direct costs and $29.3
million representing the fair value of common share purchase warrants and stock
options assumed. The value of Kinross shares was $7.14 per share based on the
average market price of the shares over the two-day period before and after June
10, 2002, being the date Kinross, TVX and Echo Bay entered into the combination
agreement.
In a separate transaction, immediately prior to the business combination, TVX
acquired Newmont Mining Corporation's ("Newmont") 50% non-controlling interest
in the TVX Newmont Americas joint venture ("TVX Newmont JV") for $180.0 million
in cash. The purchase price comprised of TVX's available cash of $85.5 million
and cash advanced by Kinross to TVX of $94.5 million.
Upon completion of the acquisition of TVX and TVX's purchase of Newmont's
interest in the TVX Newmont JV, Kinross held various non-operating interests in
gold mines located in Chile (La Coipa - 50%), Brazil (Paracatu - 49% and Crixas
- 50%) and Canada (Musselwhite - 32%), an operating interest in one other
Canadian mine (New Britannia - 50%) and exploration interests in Brazil. Upon
acquiring Echo Bay, Kinross held operating interests in
F-A20
gold mines located in the United States (Round Mountain - 50%) and Canada (Lupin
- 100%) and interests in development properties in both Canada and the United
States.
The acquisitions were accounted for using the purchase method of accounting
whereby identifiable assets acquired and liabilities assumed were recorded at
their fair market values as of the date of acquisition. The excess of the
purchase price over such fair value was recorded as goodwill and amounted to
$736.7 million. In accordance with CICA Handbook Section 3062, "Goodwill and
Other Intangible Assets," and Statement of Financial Accounting Standards
("SFAS") 142, "Goodwill and Other Intangible Assets," for the purpose of testing
goodwill for impairment, goodwill was assigned to the Company's reporting units
acquired and will not be amortized.
The estimated fair value of property, plant and equipment was based on the
replacement costs as determined through independent appraisals performed by an
independent third party. Mineral interests, representing acquired mineral use
rights were recorded at fair value based on an independent valuation. Details of
mineral interests acquired pursuant to the business combination are included in
the Property, plant and equipment section of Note 6. Estimated future cash flows
used in the valuation were based on estimated quantities of gold to be produced
at each site, the estimated costs, timing and capital expenditures associated
with such production, valuation of the exploration property surrounding
operating assets, independent forecast of gold prices, inflation and foreign
currency exchange rates at the date of acquisition and a discount rate of a
similar market participant.
The following table reflects the restated final purchase price allocation for
the acquisition of 100% of Echo Bay and 100% of TVX:
----------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS, EXCEPT PER SHARE DATA) TVX ECHO BAY TOTAL
----------------------------------------------------------------------------------------------------------------------------
Common shares of Kinross issued to Echo Bay and TVX shareholders 93.9 83.9 177.8
Value of Kinross common stock per share $ 7.14 $ 7.14 $ 7.14
----------------------------------------------------------------------------------------------------------------------------
Fair value of the Company's common stock issued $ 670.7 $ 599.1 $ 1,269.8
Plus - fair value of warrants and options assumed by the Company $ 6.8 $ 22.5 $ 29.3
Plus - direct acquisition costs incurred by the Company 6.3 6.3 12.6
Plus - the Company's previous 10.6% ownership interest in Echo Bay - 7.0 7.0
----------------------------------------------------------------------------------------------------------------------------
Total purchase price $ 683.8 $ 634.9 $ 1,318.7
Plus - Fair value of liabilities assumed by Kinross
Accounts payable and accrued liabilities 53.6 23.1 76.7
Long-term debt, including current portion 2.2 - 2.2
Site restoration cost accruals, including current portion 17.5 45.5 63.0
Future income tax liabilities 134.8 1.1 135.9
Other long-term liabilities 0.1 - 0.1
Liability with respect to TVX Newmont JV assets acquired 94.5 - 94.5
Less - Fair value of assets acquired by Kinross
Cash (27.8) (16.4) (44.2)
Restricted cash (11.3) (10.1) (21.4)
Marketable securities (0.5) (1.9) (2.4)
Accounts receivable and other assets (18.1) (4.7) (22.8)
Inventories (19.1) (28.8) (47.9)
Property, plant and equipment (129.1) (84.6) (213.7)
Mineral interests (410.2) (138.1) (548.3)
Long-term investments and other non-current assets (5.1) (48.6) (53.7)
----------------------------------------------------------------------------------------------------------------------------
Residual purchase price allocated to goodwill $ 365.3 $ 371.4 $ 736.7
----------------------------------------------------------------------------------------------------------------------------
Pro forma consolidated results
The combination of Kinross, TVX and Echo Bay was effective on January 31, 2003.
Had the combination been effective as of January 1, 2003, the results for the
year ended December 31, 2003 would have increased the pro forma consolidated
revenues, by $28.9 million to $600.8 million and would have increased pro forma
consolidated net loss, by $16.3 million to $454.0 million. The pro forma
financial information does not purport to project the Company's results of
operations for any future periods.
F-A21
(b) OMOLON GOLD MINING CORPORATION
On December 3, 2002, the Company entered into purchase agreements with four of
the five Russian minority shareholders, holding in aggregate, 44.2% of the
shares of Omolon Gold Mining Company ("Omolon"). Omolon agreed to purchase these
shares, from the four shareholders, for $44.7 million, including legal fees. The
transactions were completed in February 2003 and Omolon subsequently cancelled
these shares. As a result of the share cancellation, the Company increased its
ownership in the outstanding shares of Omolon to 98.1% from 54.7%.
The fair value of the assets and liabilities of the 45.3% interest in Omolon and
the allocation of the purchase consideration are as follows (in millions):
--------------------------------------------------------------------------------
Fair value of assets acquired by Kinross:
Cash $ 26.1
Accounts receivable 2.9
Inventories 12.3
Property, plant and equipment 13.8
Other non-current assets 1.9
Less - fair value of liabilities assumed by Kinross:
Accounts payable and accrued liabilities (5.7)
Long-term debt, including current portion (2.2)
Site restoration cost accruals, including current portion (3.4)
Non-controlling interest (1.0)
--------------------------------------------------------------------------------
Total cash consideration $ 44.7
--------------------------------------------------------------------------------
Financed by:
Cash (including cash acquired - $26.1 million) $ 44.7
--------------------------------------------------------------------------------
(c) E-CRETE
During 2003, the Company acquired a further 1.2% interest in E-Crete for cash
consideration of $0.1 million, by funding its partner's share of cash calls,
thereby increasing its ownership interest to 90.0%. During 2005, the Company
sold its investment in E-Crete for $2.4 million.
6. CONSOLIDATED FINANCIAL STATEMENT DETAILS
CONSOLIDATED BALANCE SHEETS
ACCOUNTS RECEIVABLE AND OTHER ASSETS:
--------------------------------------------------------------------------------
2005 2004
--------------------------------------------------------------------------------
Trade receivables $ 1.4 $ 2.2
Taxes recoverable 0.4 7.9
Deferred hedge losses - 4.7
Fair value of non-hedge derivatives - 4.1
Marketable securities (a) - 0.3
Prepaid expenses 6.5 4.0
Other 19.5 14.4
--------------------------------------------------------------------------------
$ 27.8 $ 37.6
--------------------------------------------------------------------------------
(a) Quoted market value: 2005 - N/A, 2004 - $0.4 million.
F-A22
Inventories:
--------------------------------------------------------------------------------
2005 2004
--------------------------------------------------------------------------------
In-process $ 12.7 $ 9.1
Finished metal 26.0 25.8
Ore in stockpiles (a) 30.8 24.2
Ore on leach pads (b) 17.1 15.7
Materials and supplies 55.3 51.1
--------------------------------------------------------------------------------
141.9 125.9
Long-term portion of ore in stockpiles (26.7) (14.9)
--------------------------------------------------------------------------------
$ 115.2 $ 111.0
--------------------------------------------------------------------------------
(a) Ore in stockpiles includes low-grade material not scheduled for processing
within the next twelve months and is included in deferred charges and other
long-term assets on the consolidated balance sheets. See deferred charges
and other long-term assets.
(b) Ore on leach pads at December 31, 2005 relate to the Company's 50% owned
Round Mountain and Refugio mines. At December 31, 2004, the ore on leach
pads relates entirely to the Round Mountain mine. As at December 31, 2005,
the weighted average cost per recoverable ounce of gold on the leach pads
was $275 per ounce at Round Mountain and $161 at Refugio (2004 - $200 per
ounce, Round Mountain). Based on current mine plans, the Company expects to
place the last tonne of ore on its current leach pad at Round Mountain in
2016 and at Refugio in 2028. The Company expects that all economic ounces
will be recovered within approximately 12 months following the date the
last tonne of ore is placed on the leach pad.
PROPERTY, PLANT AND EQUIPMENT - NET:
--------------------------------------------------------------------------------------------
2005 2004
--------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT
Cost - net of write-down
Producing properties
Plant and equipment amortized on a straight-line basis $ 172.4 $ 165.6
Plant and equipment amortized on units of production basis 995.9 983.4
Development properties (b) - 39.9
Exploration properties (a) 4.4 6.1
--------------------------------------------------------------------------------------------
MINERAL INTERESTS
GROSS CARRYING VALUE
Production stage $ 737.6 $ 680.5
Development properties 15.2 36.6
Exploration properties 41.2 88.3
--------------------------------------------------------------------------------------------
$ 1,966.7 $ 2,000.4
--------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT
ACCUMULATED DEPRECIATION
Producing properties
Plant and equipment amortized on a straight-line basis $ (80.9) $ (75.7)
Plant and equipment amortized on units of production basis (635.0) (552.8)
--------------------------------------------------------------------------------------------
MINERAL INTERESTS
ACCUMULATED DEPRECIATION
Production stage $ (186.1) $ (127.8)
Development properties - -
Exploration properties - -
--------------------------------------------------------------------------------------------
$ (902.0) $ (756.3)
--------------------------------------------------------------------------------------------
Property, Plant and Equipment - net (c) $ 1,064.7 $ 1,244.1
--------------------------------------------------------------------------------------------
F-A23
(a) The Norseman property in Australia sold in 2005 was included in the balance
sheet at December 31, 2004 at its disposal value of $1.7 million.
(b) The Aquarius property was written down to its fair value of $14.3 million
during 2005, of which $15.2 million is included in mineral interests and
the related $0.9 million reclamation and remediation obligation is shown
within liabilities At December 31, 2005, it is considered an asset held for
sale.
(c) During 2005, interest totaling $1.8 million was capitalized and is included
in property, plant and equipment. The interest relates to capital
expenditures at Fort Knox, Porcupine Joint Venture, Refugio and Round
Mountain.
For impairments associated with property, plant and equipment, see Impairment
charges section within this note.
GOODWILL:
The goodwill allocated to the Company's reporting units and included in the
respective operating segment assets is shown in the table below:
----------------------------------------------------------------------------------------------------------------------------
2004 2005
-------------------------------------------------------------------------------------------------
Dec 31, 2003 Additions Impairment(a) Dec 31, 2004 Additions Impairment(a) Dec 31, 2005
-------------------------------------------------------------------------------------------------
OPERATING SEGMENTS
Fort Knox $ - $ - $ - $ - $ - $ - $ -
Round Mountain 86.5 - - 86.5 - - 86.5
La Coipa 71.4 - - 71.4 - - 71.4
Crixas 38.0 - - 38.0 - - 38.0
Paracatu 65.5 - - 65.5 - - 65.5
Musselwhite 31.0 - - 31.0 - (2.0) 29.0
Porcupine Joint Venture - - - - - - -
Other operations 43.2 - (12.4) 30.8 - - 30.8
CORPORATE AND OTHER 6.7 - - 6.7 - (6.7) -
----------------------------------------------------------------------------------------------------------------------------
TOTAL $ 342.3 $ - $ (12.4) $ 329.9 $ - $ (8.7) $ 321.2
----------------------------------------------------------------------------------------------------------------------------
(a) See discussion in Impairment charges below.
LONG-TERM INVESTMENTS:
The quoted market value of the Company's long-term investments at December 31,
2005 was $27.7 million (December 31, 2004 - $31.2 million). All long-term
investments are carried at the lower of cost and market. During 2005, the
Company sold certain long-term investments with a book value of $14.9 million
for net proceeds of $19.8 million (2004 - net proceeds of $9.1 million, book
value of $9.0 million).
DEFERRED CHARGES AND OTHER LONG-TERM ASSETS:
--------------------------------------------------------------------------------
2005 2004
--------------------------------------------------------------------------------
Long-term ore in stockpiles (a) $ 26.7 $ 14.9
Deferred charges, net of amortization 2.1 2.4
Long-term receivables 9.5 5.3
Long-term deposits - 2.6
Crown acquisition costs 9.2 3.3
Other 1.6 2.4
--------------------------------------------------------------------------------
$ 49.1 $ 30.9
--------------------------------------------------------------------------------
(a) Ore in stockpiles represents stockpiled ore at the Company's Fort Knox mine
and its proportionate share of stockpiled ore at Round Mountain and the
Porcupine Joint Venture (2004 - Fort Knox, Round Mountain and the Porcupine
Joint Venture).
F-A24
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES:
--------------------------------------------------------------------------------
2005 2004
--------------------------------------------------------------------------------
Trade payables $ 41.8 $ 33.1
Accrued liabilties 42.3 27.4
Employee related accrued liabilities 18.3 22.9
Taxes payable 7.3 21.6
Accruals related to acquisition 6.5 10.6
Other accruals 16.0 30.8
--------------------------------------------------------------------------------
$ 132.2 $ 146.4
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF OPERATIONS
IMPAIRMENT CHARGES:
The Company reviews the carrying values of its portfolio of investments on a
quarterly basis and property, plant and equipment and goodwill on at least an
annual basis. Through this process, the Company determined that certain asset
values had become impaired and accordingly assets that were impaired were
written down to their estimated recoverable amounts.
The components of the impairment charges are as follows:
--------------------------------------------------------------------------------------------------
2005 2004 2003
--------------------------------------------------------------------------------------------------
Goodwill impairment $ 8.7 $ 12.4 $ 394.4
Impairment of property, plant and equipment
Aquarius 30.1 - -
Fort Knox 141.8 - -
Kubaka - 25.1 -
Lupin - 7.9 4.4
New Britannia - 1.3 -
Round Mountain - - 2.7
La Coipa - - 2.9
Exploration projects and other assets - 11.8 -
E-Crete - - 5.2
Impairment of investments and other assets
Other receivable 3.4 - -
Loan receivable from joint venture partner - - 1.2
Marketable securities - - 0.2
Long-term investments 0.7 1.4 0.5
--------------------------------------------------------------------------------------------------
Total $ 184.7 $ 59.9 $ 411.5
--------------------------------------------------------------------------------------------------
In the fourth quarter of 2005, following a comprehensive review of its mining
properties and investments on the basis set out in Note 3, the Company
determined that the net recoverable amount of the Fort Knox mine was less than
the net book value, resulting in a write-down of $141.8 million. During the
year, a strategic review was conducted on the Fort Knox operation in light of
higher electricity and fuel costs, the metallurgical performance at True North
and the slope stability issues at the southwest wall of the pit. As a result of
the review, True North and Gil were reclassified from reserves to resources and
the Company elected to withdraw from the Ryan Lode project, which had previously
been included in reserves. Design changes to the Fort Knox pit also contributed
to the write-down. Also recorded in the fourth quarter of 2005 was a write-down
of a long-term receivable relating to taxes.
On December 7, 2005, the Company signed a letter of intent with St Andrew
Goldfields to sell its interest in the Aquarius project in Timmins, Ontario for
100 million shares and 25 million in warrants. The transaction was approved by
the Company's Board of Directors on December 21, 2005. The asset was written
down to fair value less costs to sell and accordingly, an impairment of
property, plant and equipment and goodwill of $36.8 million was recorded during
2005. The transaction is expected to close in 2006.
F-A25
In the fourth quarter of 2004, following a comprehensive review of its mining
properties and investments on the basis set out in Note 3, the Company
determined that the net recoverable amount of the Kubaka, Lupin and New
Britannia mines was less than the net book value, resulting in a write-down of
$34.3 million. In addition, the Gurupi exploration project in Brazil and the
Norseman exploration project in Australia were also written down by $8.5
million.
In the fourth quarter of 2003, following a comprehensive review of its
investments and properties on the basis set out in Note 3, the Company
determined that the net recoverable amount of its investment in E-Crete, a
producer of aerated concrete located in Phoenix, Arizona, was less than the net
book value. Accordingly, the Company recorded a $5.2 million write-down. In
addition, the Company determined that a loan receivable from a joint venture
partner was not collectible and required a further $1.2 million accrual.
OTHER INCOME (EXPENSE):
--------------------------------------------------------------------------------------------------
2005 2004 2003
--------------------------------------------------------------------------------------------------
Interest income $ 3.1 $ 5.6 $ 4.5
Interest expense (6.8) (5.1) (11.6)
Foreign exchange losses (14.0) (13.3) (34.0)
Sundry sales - 1.3 6.6
Other 3.9 2.2 1.2
Non-hedge derivative (losses) gains (3.2) 3.1 0.4
Loss on redemption of convertible debentures - - (16.6)
--------------------------------------------------------------------------------------------------
$ (17.0) $ (6.2) $ (49.5)
--------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH AND CASH EQUIVALENTS:
--------------------------------------------------------------------------------
2005 2004 2003
--------------------------------------------------------------------------------
Cash on hand and balances with banks $ 33.4 $ 29.5 $ 89.8
Short-term deposits 64.2 18.4 156.0
--------------------------------------------------------------------------------
$ 97.6 $ 47.9 $ 245.8
--------------------------------------------------------------------------------
INTEREST AND TAXES PAID:
--------------------------------------------------------------------------------
2005 2004 2003
--------------------------------------------------------------------------------
Interest $ 7.9 $ 2.4 $ 8.0
Income taxes $ 7.3 $ 16.1 $ 7.0
--------------------------------------------------------------------------------
7. JOINT VENTURE INTERESTS
The Company conducts a substantial portion of its business through joint
ventures under which the venturers are bound by contractual arrangements
establishing joint control over the ventures. The Company records its
proportionate share of assets, liabilities, revenue and operating costs of the
joint ventures. As at December 31, 2005 and 2004, the Company had interests in
seven joint venture projects after consideration of the acquisition of the
remaining 51% interest of the Paracatu Mine (see Note 5). As at December 31,
2003, the Company had interests in eight joint ventures after acquiring an
interest in six joint ventures as a result of the combination with TVX and Echo
Bay (see Note 5).
F-A26
SUMMARY OF JOINT VENTURE INFORMATION
------------------------------------------------------------------------------------------------------------------------------------
Round Mussel- New
2005 Porcupine Refugio Mountain La Coipa Crixas white Britannia Total
------------------------------------------------------------------------------------------------------------------------------------
Metal sales $ 80.8 $ 14.6 $ 164.0 $ 60.3 $ 41.5 $ 34.9 $ 0.8 $ 396.9
------------------------------------------------------------------------------------------------------------------------------------
Cost of sales 50.7 9.6 93.7 45.4 14.1 26.4 0.8 240.7
Accretion 11.8 0.2 1.8 0.4 0.1 0.1 3.3 17.7
Depreciation, depletion and amortization 14.8 0.2 39.5 15.8 12.3 12.5 - 95.1
Exploration 3.5 - 2.4 1.1 0.3 1.6 - 8.9
Impairment charges - - - - 3.4 2.0 - 5.4
Other operating costs 1.0 2.9 - - - (0.1) 0.9 4.7
------------------------------------------------------------------------------------------------------------------------------------
81.8 12.9 137.4 62.7 30.2 42.5 5.0 372.5
------------------------------------------------------------------------------------------------------------------------------------
Operating earnings (loss) $ (1.0) $ 1.7 $ 26.6 $ (2.4) $ 11.3 $ (7.6) $ (4.2) $ 24.4
------------------------------------------------------------------------------------------------------------------------------------
Current assets $ 10.0 $ 15.3 $ 26.3 $ 13.3 $ 12.6 $ 4.1 $ 0.1 $ 81.7
Property, plant and equipment 88.0 72.4 55.6 70.6 45.3 86.3 - 418.2
Goodwill - - 86.5 71.4 38.0 29.0 - 224.9
Deferred charges and other assets 5.3 - 6.2 0.7 0.3 0.1 - 12.6
------------------------------------------------------------------------------------------------------------------------------------
103.3 87.7 174.6 156.0 96.2 119.5 0.1 737.4
------------------------------------------------------------------------------------------------------------------------------------
Current liabilities 10.0 16.3 20.8 12.4 2.8 2.0 - 64.3
Long-term liabilities 25.0 13.7 23.2 14.0 20.6 2.7 3.2 102.4
------------------------------------------------------------------------------------------------------------------------------------
35.0 30.0 44.0 26.4 23.4 4.7 3.2 166.7
------------------------------------------------------------------------------------------------------------------------------------
Net investment in joint ventures $ 68.3 $ 57.7 $ 130.6 $ 129.6 $ 72.8 $114.8 $ (3.1) $ 570.7
------------------------------------------------------------------------------------------------------------------------------------
Cash flow provided from (used in):
------------------------------------------------------------------------------------------------------------------------------------
Operating activities $ 20.6 $ (5.0) $ 66.0 $ 9.9 $ 25.8 $ 6.9 $ (3.7) $ 120.5
------------------------------------------------------------------------------------------------------------------------------------
Investing activities $ (24.7) $ (26.2) $ (5.9) $ (4.7) $ (6.1) $ (5.7) $ 0.3 $ (73.0)
------------------------------------------------------------------------------------------------------------------------------------
Financing activities $ - $ 3.6 $ - $ - $ - $ - $ - $ 3.6
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Round Mussel- New
2004 Porcupine Refugio Mountain Paracatu La Coipa Crixas white Britannia Total
------------------------------------------------------------------------------------------------------------------------------------
Metal sales $ 78.8 $ 3.8 $ 154.1 $ 38.2 $ 59.0 $ 38.2 $ 32.1 $ 10.8 $ 415.0
------------------------------------------------------------------------------------------------------------------------------------
Cost of sales 44.4 2.0 82.3 20.6 39.7 12.2 21.1 7.9 230.2
Accretion 2.3 - 1.9 0.5 0.4 0.1 0.1 (0.1) 5.2
Depreciation, depletion and amortization 22.7 - 43.3 9.5 16.8 12.8 12.5 - 117.6
Exploration 3.2 - 0.8 - 0.5 0.3 2.0 0.4 7.2
Impairment charges - - - 2.1 - - - 1.3 3.4
Other operating costs 0.3 1.7 - 2.6 0.7 (0.1) 0.2 1.3 6.7
------------------------------------------------------------------------------------------------------------------------------------
72.9 3.7 128.3 35.3 58.1 25.3 35.9 10.8 370.3
------------------------------------------------------------------------------------------------------------------------------------
Operating earnings (loss) $ 5.9 $ 0.1 $ 25.8 $ 2.9 $ 0.9 $ 12.9 $ (3.8) $ - $ 44.7
------------------------------------------------------------------------------------------------------------------------------------
Current assets $ 9.6 $ 7.1 $ 31.6 $ 19.2 $ 16.4 $ 13.8 $ 3.7 $ 0.6 $ 102.0
Property, plant and equipment 75.3 43.0 86.3 451.2 74.1 50.9 92.2 - 873.0
Goodwill - - 86.5 65.5 71.4 38.0 31.0 - 292.4
Deferred charges and other assets 4.4 0.9 1.4 3.2 0.4 0.2 0.1 - 10.6
------------------------------------------------------------------------------------------------------------------------------------
89.3 51.0 205.8 539.1 162.3 102.9 127.0 0.6 1,278.0
------------------------------------------------------------------------------------------------------------------------------------
Current liabilities 14.5 7.4 16.5 16.4 8.5 1.9 2.3 1.5 69.0
Long-term liabilities 11.8 13.4 26.0 77.2 13.8 21.2 2.0 0.6 166.0
------------------------------------------------------------------------------------------------------------------------------------
26.3 20.8 42.5 93.6 22.3 23.1 4.3 2.1 235.0
------------------------------------------------------------------------------------------------------------------------------------
Net investment in joint ventures $ 63.0 $ 30.2 $ 163.3 $ 445.5 $ 140.0 $ 79.8 $122.7 $ (1.5) $1,043.0
------------------------------------------------------------------------------------------------------------------------------------
Cash flow provided from (used in):
------------------------------------------------------------------------------------------------------------------------------------
Operating activities $ 30.4 $ 0.6 $ 63.7 $ 13.3 $ 14.3 $ 25.8 $ 10.3 $ 2.2 $ 160.6
------------------------------------------------------------------------------------------------------------------------------------
Investing activities $ (24.5) $ (44.3) $ (8.5) $ (15.7) $ (0.9) $ (3.6) $ (3.9) $ (0.5) $ (101.9)
------------------------------------------------------------------------------------------------------------------------------------
Financing activities $ - $ 13.0 $ - $ - $ - $ - $ - $ - $ 13.0
------------------------------------------------------------------------------------------------------------------------------------
F-A27
------------------------------------------------------------------------------------------------------------------------------------
Round Mussel- New
2003 Porcupine Refugio Mountain Paracatu La Coipa Crixas white Britannia Total
------------------------------------------------------------------------------------------------------------------------------------
Metal sales $ 83.0 $ - $ 131.9 $ 32.0 $ 51.5 $ 31.9 $ 22.5 $ 11.8 $ 364.6
------------------------------------------------------------------------------------------------------------------------------------
Cost of sales 48.9 (0.1) 74.9 18.0 34.4 10.3 15.9 11.1 213.4
Accretion 2.3 (0.4) 1.6 0.5 0.3 0.1 0.1 1.1 5.6
Depreciation, depletion and amortization 24.9 - 45.0 9.8 17.9 12.3 11.2 2.6 123.7
Exploration 2.5 1.4 2.1 - 0.9 0.5 2.1 0.8 10.3
Impairment charges - - 89.9 99.4 68.8 42.5 53.9 1.2 355.7
Other operating costs 2.9 0.4 - 1.1 0.3 0.3 0.2 0.1 5.3
------------------------------------------------------------------------------------------------------------------------------------
81.5 1.3 213.5 128.8 122.6 66.0 83.4 16.9 714.0
------------------------------------------------------------------------------------------------------------------------------------
Operating earnings (loss) $ 1.5 $ (1.3) $ (81.6) $ (96.8) $ (71.1) $(34.1) $ (60.9) $ (5.1) $ (349.4)
------------------------------------------------------------------------------------------------------------------------------------
Current assets $ 9.5 $ 2.4 $ 27.3 $ 11.5 $ 10.7 $ 11.8 $ 6.3 $ 2.8 $ 82.3
Property, plant and equipment 70.9 1.5 125.2 193.3 90.4 59.8 100.5 - 641.6
Goodwill - - 86.5 65.5 71.4 38.0 31.0 - 292.4
Deferred charges and other assets 3.2 - 2.0 1.7 1.1 0.1 - - 8.1
------------------------------------------------------------------------------------------------------------------------------------
83.6 3.9 241.0 272.0 173.6 109.7 137.8 2.8 1,024.4
------------------------------------------------------------------------------------------------------------------------------------
Current liabilities 9.7 0.8 16.7 4.0 8.7 2.2 1.8 1.1 45.0
Long-term liabilities 8.8 4.2 26.3 86.9 26.1 23.2 1.7 1.6 178.8
------------------------------------------------------------------------------------------------------------------------------------
18.5 5.0 43.0 90.9 34.8 25.4 3.5 2.7 223.8
------------------------------------------------------------------------------------------------------------------------------------
Net investment in joint ventures $ 65.1 $ (1.1) $ 198.0 $ 181.1 $ 138.8 $ 84.3 $ 134.3 $ 0.1 $ 800.6
------------------------------------------------------------------------------------------------------------------------------------
Cash flow provided from (used in):
------------------------------------------------------------------------------------------------------------------------------------
Operating activities $ 30.7 $ (2.2) $ 58.5 $ 16.4 $ 14.7 $ 20.6 $ 3.2 $ - $ 141.9
------------------------------------------------------------------------------------------------------------------------------------
Investing activities $ (8.3) $ (1.5) $ (6.0) $ (5.0) $ (0.5) $ (3.1) $ (2.7) $ (1.1) $ (28.2)
------------------------------------------------------------------------------------------------------------------------------------
Financing activities $ - $ - $ - $ - $ (0.7) $ (1.5) $ - $ - $ (2.2)
------------------------------------------------------------------------------------------------------------------------------------
8. FINANCIAL INSTRUMENTS
The Company 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 the Company's
Board of Directors.
COMMODITY RISK MANAGEMENT
The profitability of the Company is directly related to the market price of gold
and silver. From time to time, the Company may use spot deferred contracts and
fixed forward contracts to hedge against the risk of falling commodity prices
for a portion of its forecasted metal production. Spot deferred contracts are
forward sale contracts with flexible delivery dates that enable management to
choose to deliver into the contract on a specific date or defer delivery until a
future date. However, if the delivery is postponed, a new contract price is
established based on the old contract price plus a premium (referred to as
"contango").
From time to time, the Company sells call options as part of its overall
strategy of managing the risk of changing metal prices. The option premium is
received at the time call options are sold. If the gold price is higher than the
call option strike price on the expiry date of the option, Kinross will either
sell gold at the strike price of the option or enter into a spot deferred
contract with a starting price equal to the strike price of the option. If the
gold price is lower than the strike price of the call option at expiry, the
option expires worthless.
The Company may also purchase gold put options to protect against the risk of
the gold price falling. The option premium is paid out at the time the put
options are purchased. If the gold price is lower than the strike price of the
put option on the expiry date, gold is sold at the strike price of the option.
If the gold price is higher than the strike price of the put option, the option
expires worthless.
F-A28
The outstanding number of ounces, average expected realized prices and
maturities for the gold commodity derivative contracts as at December 31, 2005
are as follows:
---------------------------------------------------------------------------------------------------------------------------------
CALL OPTIONS PUT OPTIONS
SOLD AVERAGE BOUGHT AVERAGE
EXPECTED YEAR OF DELIVERY (OUNCES) STRIKE PRICE (OUNCES) STRIKE PRICE
---------------------------------------------------------------------------------------------------------------------------------
2006 255,000 $ 522 150,000 $ 250
---------------------------------------------------------------------------------------------------------------------------------
Total 255,000 $ 522 150,000 $ 250
---------------------------------------------------------------------------------------------------------------------------------
CALL OPTIONS
As at December 31, 2005, the Company had 255,000 ounces of written gold call
options outstanding for which the Company had recorded a $6.2 million unrealized
loss. The Company had no written gold call options outstanding as at December
31, 2004.
PUT OPTIONS
As at December 31, 2005, the Company had acquired in the combination with TVX
put options of 150,000 ounces of gold at a strike price of $250 per ounce (2004
- 300,000 ounces at a strike price of $250 per ounce). Changes in their fair
value are recorded in current earnings.
SPOT DEFERRED CONTRACTS
The Company had no spot deferred contracts outstanding as at December 31, 2005.
As at December 31, 2004, the Company had spot deferred contracts for the sale of
200,000 ounces of gold at an average price of $452 per ounce. While these
contracts provide an economic hedge, they did not qualify for formal hedge
accounting. As such, based on a December 31, 2004 spot price of $436 per ounce,
a fair value unrealized gain of $3.0 million was included in revenue for the
year ended December 31, 2004. These contracts were delivered into in the first
quarter of 2005, realizing a premium of $25 per ounces against an average gold
price of $427 per ounce, or a total of $4.9 million.
As at December 31, 2003, the Company had spot deferred contracts hedging the
sale of 175,000 ounces with a fair value unrealized loss of $24.1 million. Since
these contracts qualified for hedge accounting this loss remained off balance
sheet. Beginning January 1, 2004, on the application of AcG-13, these contracts,
while still providing an economic hedge, failed to meet the requirements for
formal hedge accounting. As such, changes in fair value from that point until
maturity are included in current earnings. In addition, the unrealized loss of
$24.1 million of which $4.7 million related to 2005 was to be recognized in
earnings in connection with the original maturity date of the contracts. During
the year ended December 31, 2004, the Company delivered 85,000 ounces into these
contracts and financially closed out the remaining 90,000 ounces at a cost of
$9.6 million. However, for accounting purposes, the January 1, 2004 deferred
loss relating to the contracts with original maturity dates in 2005, totaling
$4.7 million, remained deferred on the balance sheet as at December 31, 2004,
and was recognized in earnings in the first half of 2005.
As at December 31, 2005 and 2004, the Company has no derivative financial
instruments outstanding relating to silver.
FOREIGN CURRENCY RISK MANAGEMENT
All sales revenues for the Company are denominated in U.S. dollars. The Company
is primarily exposed to currency fluctuations relative to the U.S. dollar, on
expenditures that are denominated in Canadian dollars, Russian rubles, Chilean
pesos and Brazilian reais. These potential currency fluctuations could have a
significant impact on the cost of producing gold and thereby, the profitability
of the Company. This risk is reduced, from time to time, through the use of
foreign exchange forward contracts to lock in the exchange rates on future
foreign currency denominated cash outflows. The Company is also exposed to the
impact of currency fluctuations on its monetary assets and liabilities. The
Company does not actively manage this exposure.
As at December 31, 2005, the Company had foreign currency forward contracts to
sell $6.0 million U.S. dollars and buy 14.8 million Brazilian reais at an
average exchange rate of 2.47 over a nine-month period ending December 31, 2006.
As at December 31, 2004, the Company had foreign currency forward contracts to
sell U.S. dollars and
F-A29
buy Canadian dollars of CDN $14.3 million at an average exchange rate of 1.4322.
These contracts matured over a six-month period ending June 30, 2005.
The Company uses these fixed forward contracts to partially hedge its Canadian
dollar and Brazilian real denominated general and administrative costs and mine
operating costs. During 2005, the Company recognized a gain of $2.6 million from
hedging against movements in the exchange rate against the U.S. dollar (2004 -
gain of $2.9 million, 2003 - gain of $2.0 million). The gains in 2005 and 2004
have been netted against operating costs from the Company's Canadian mines and
against Canadian general and administrative expenses.
Beginning January 1, 2004, hedge contracts outstanding as at December 31, 2003,
while still providing an economic hedge, failed to meet the requirements for
formal hedge accounting. As such, changes in fair value from that point until
maturity are included in current earnings. An unrealized gain of $1.8 million as
at January 1, 2004 was recognized in earnings in connection with the original
maturity date of the contracts. Of the total unrealized gains, $0.9 million
related to contracts with original maturity dates in 2004 and $0.9 million
related to 2005.
OTHER RISKS
The Company is exposed to interest rate risk on its variable rate debt. The
Company is exposed to changes in crude oil prices as a result of diesel fuel
consumption, primarily at its open pit mines. There were no derivative
instruments related to interest rates or fuel prices outstanding as at December
31, 2005 or December 31, 2004. The Company did not engage in any interest rate
hedging or fuel or energy hedging activity during 2005, 2004 or 2003.
CREDIT RISK MANAGEMENT
Credit risk relates to accounts receivable and derivative contracts and arises
from the possibility that any counterparty to an instrument fails to perform.
The Company only transacts with highly-rated counterparties and a limit on
contingent exposure has been established for any counterparty is based on that
counterparty's credit rating. At December 31, 2005, the Company's gross credit
exposure was $0.1 million (2004 - $34.6 million).
FAIR VALUES OF FINANCIAL INSTRUMENTS
Carrying values for primary financial instruments, including cash and cash
equivalents, short-term investments and other accounts receivable, marketable
securities, certain long-term investments, accounts payable and accrued
liabilities, approximate fair values due to their short-term maturities. The
carrying value for long-term debt (other than redeemable retractable preferred
shares and capital leases) approximates fair value primarily due to the floating
rate nature of the debt instruments.
Fair value estimates for derivative contracts are based on quoted market prices
for comparable contracts and represent the amount the Company would have
received from, or paid to, a counterparty to unwind the contract at the market
rates in effect at December 31. The following table represents the fair value
gain (loss) relating to derivative contracts outstanding as at December 31:
--------------------------------------------------------------------------------------------------------------------------------
2005 2004
--------------------------------------------------------------------------------------------------------------------------------
Gold forward sales contracts (a) $ - $ 3.0
Call options sold (a) $ (6.2) $ -
Foreign currency contracts (b) $ 0.1 $ 1.9
--------------------------------------------------------------------------------------------------------------------------------
(a) Based on a spot gold price of $513 and $436 per ounce as at December 31,
2005 and 2004, respectively.
(b) Based on a Brazilian real exchange rate at December 31, 2005 of 2.3407 and
a Canadian dollar exchange rate of 1.2036 and at December 31, 2004.
F-A30
9. LONG-TERM DEBT AND CREDIT FACILITIES
LONG-TERM DEBT
---------------------------------------------------------------------------------------------------------------------------------
INTEREST RATES 2005 2004
---------------------------------------------------------------------------------------------------------------------------------
Corporate revolving credit facility Variable $ 140.0 $ 105.0
Refugio credit facility Variable 5.5 -
Kubaka project-financing debt - EBRD loan Variable - 2.7
Fort Knox capital leases 5.0% - 5.25% 0.6 2.1
Refugio capital leases 5.7% - 6.2% 13.2 13.1
---------------------------------------------------------------------------------------------------------------------------------
159.3 122.9
Less: current portion (9.4) (6.0)
---------------------------------------------------------------------------------------------------------------------------------
Long-term debt $ 149.9 $ 116.9
---------------------------------------------------------------------------------------------------------------------------------
As of December 31, 2005, the long-term debt repayments for each of the years
ending December 31 are as follows:
---------------------------------------------------------------------------------------------------------------------------------
2006 2007 2008 2009 2010 TOTAL
---------------------------------------------------------------------------------------------------------------------------------
Corporate revolving credit facility $ - $ - $ 140.0 $ - $ - $ 140.0
Refugio credit facility 5.5 - - - - 5.5
Fort Knox capital leases 0.6 - - - - 0.6
Refugio capital leases 3.3 2.9 3.0 3.9 0.1 13.2
---------------------------------------------------------------------------------------------------------------------------------
Total long-term debt payable $ 9.4 $ 2.9 $ 143.0 $ 3.9 $ 0.1 $ 159.3
---------------------------------------------------------------------------------------------------------------------------------
SYNDICATED CREDIT FACILITY
In December 2004, the Company replaced a $125.0 million credit facility with a
three-year $200.0 million revolving credit facility. The Company borrowed $105.0
million under the new facility to satisfy a portion of the cost to purchase the
remaining 51% interest in the Paracatu mine. The facility also provides credit
support for letters of credit issued to satisfy financial assurance
requirements, primarily associated with reclamation related activities.
The credit agreement allowed for existing lenders to increase their exposure or
new lenders to join up to an aggregate limit of $300.0 million. In February
2005, the limit was increased by $15.0 million, which the Company drew down on
as a LIBOR loan for working capital purposes. In March 2005, the limit was
increased by $10.0 million to allow for the issue of additional letters of
credit. In April 2005, the outstanding limit was increased to $295.0 million and
the maturity date extended to April 30, 2008. The assets of the Fort Knox mine
and shares of certain wholly owned subsidiaries are pledged as collateral for
this facility. The credit agreement can be drawn in U.S. or Canadian dollars and
allows for up to 70% of the outstanding limit to be drawn in gold. The facility
can be extended at each of the first two maturity dates by an additional year at
the option of the lenders. Issue costs of $3.0 million were deferred on the
balance sheet and are being amortized over the term of the new facility. At
December 31, 2005, the balance of the unamortized deferred financing charges
totaled $2.1 million.
Pricing is dependent upon the ratio of the Company's net debt to operating cash
flow. Assuming the Company maintains a leverage ratio less than 1.25, interest
charges are as follows:
------------------------------------------------------------------------------------------------------------------------------
INTEREST RATES IN
TYPE OF CREDIT CREDIT FACILITY
------------------------------------------------------------------------------------------------------------------------------
Dollar based Libor loan LIBOR plus 1.00%
Letters of credit 1.00%
Bullion loan Gold lease rate plus 1.25%
Standby fee applicable to unused availability 0.25%
------------------------------------------------------------------------------------------------------------------------------
F-A31
The credit agreement contains various covenants that include limits on
indebtedness, distributions, asset sales and liens. Significant financial
covenants include a minimum tangible net worth of $727.9 million for 2005 and
2004, an interest coverage ratio of 4.5:1.0, net debt to operating cash flow of
3.0:1.0 and minimum proven and probable reserves of 6.0 million gold equivalent
ounces.
REFUGIO CREDIT FACILITY
During 2005, ScotiaBank Sud Americano extended a $12.0 million credit facility
to CMM, the Chilean company that owns the Refugio mine. Kinross owns 50% of CMM.
The Company, along with its joint venture partner on the Refugio mine, Bema Gold
Corporation, arranged for the credit facility to fund any additional CMM cash
requirements. The Company is the guarantor of the agreement. Funds drawn on the
facility are in the form of one-year promissory notes with a maturity date of
one year and bear an interest rate of 30 day LIBOR plus 1.24%. Interest is
payable every 90 days on all drawn amounts. As at December 31, 2005, CMM has
drawn down $11.0 million on this facility. The Company's 50%, representing $5.5
million, is included in the financial statements under the current portion of
long-term debt.
KUBAKA PROJECT FINANCING DEBT - EBRD LOAN
The $2.7 million loan from the European Bank for Reconstruction and Development
("EBRD") which was outstanding as at December 31, 2004 was repaid on December
15, 2005.
CAPITAL LEASES
The Company has capital leases at its Refugio and Fort Knox mines. During 2005,
the Company purchased $2.0 million (Kinross share) of equipment under capital
leases at its Refugio mine, bringing the total of equipment under capital leases
at the mine to $13.2 million, as at December 31, 2005. The capital leases have
an interest rate that is based on the average U.S. federal SWAP rate plus 1.95%.
At December 31, 2005, Fort Knox had equipment under capital lease totaling $0.6
million and the interest rate is based on the U.S. Prime Rate. The Company
recorded interest expense related to the capital leases of $0.7 million, $0.9
million and $1.6 million for the years ended December 31, 2005, 2004 and 2003.
Repayments on the Refugio lease end in 2010. The Fort Knox capital lease
payments end in 2006. The underlying equipment secures these leases.
For the years ended December 31, 2005 and 2004, the capital lease obligations
are as follows:
--------------------------------------------------------------------------------------------------------------------------------
2005 2004
--------------------------------------------------------------------------------------------------------------------------------
2005 $ - $ 4.2
2006 4.8 3.3
2007 3.4 3.3
2008 3.3 3.3
2009 4.1 3.5
2010 0.1
--------------------------------------------------------------------------------------------------------------------------------
Total minimum lease payments $ 15.7 $ 17.6
Less amount representing interest 1.9 2.4
--------------------------------------------------------------------------------------------------------------------------------
Present value of net minimum lease payments $ 13.8 $ 15.2
Current portion of obligations under capital lease 3.9 3.3
--------------------------------------------------------------------------------------------------------------------------------
$ 9.9 $ 11.9
--------------------------------------------------------------------------------------------------------------------------------
ECHO BAY CREDIT FACILITY
The Company assumed a $4.0 million cash collateralized credit facility in the
business combination with Echo Bay. The purpose of this collateralized credit
facility was to issue letters of credit to a surety underwriter who had
underwritten surety bonds on Echo Bay properties. During 2004, $3.8 million in
restricted cash was returned to the Company by the financial institution holding
the credit facility and $0.2 million was posted with the surety underwriter,
replacing the remaining letters of credit. The financial institution
simultaneously cancelled the credit facility.
F-A32
10. RECLAMATION AND REMEDIATION OBLIGATIONS
The Company's mining and exploration activities are subject to various laws and
regulations for federal, regional and various international jurisdictions
governing the protection of the environment. These laws and regulations are
continually changing. The Company conducts its operations so as to protect the
public health and environment and believes its operations are in compliance with
all applicable laws and regulations. The Company has made, and expects to make
in the future, expenditures to comply with such laws and regulations, but cannot
predict the full amount of such future expenditures. Estimated future
reclamation costs are based principally on legal and regulatory requirements.
Reclamation and remediation obligations arise from the acquisition, development,
construction and normal operations of mining property, plant and equipment.
The Company recorded accretion expense of $56.0 million, $21.4 million and $9.0
million and depreciation expense of $7.9 million, $13.8 million and $8.9 million
related to reclamation and remediation obligations and the related assets for
the years ended December 31, 2005, 2004 and 2003, respectively. Included in the
accretion expense for the year ended December 31, 2005 is $46.0 million which
represents an increase in the estimated fair value of reclamation and
remediation obligation to $175.9 million, as at December 31, 2005. The
undiscounted amount of estimated cash flows, before inflation, to settle the
reclamation and remediation obligations is approximately $211.4 million. The
majority of the expenditures are expected to occur from 2006 to 2035. The credit
adjusted risk-free rate used in estimating the site restoration cost obligation
was 7%, 6% and 7% and the inflation rates used were 2.5%, 2% and 2% for the
years ended December 31, 2005, 2004 and 2003, respectively.
The following table provides a reconciliation of the reclamation and remediation
obligations for the years ended December 31:
-------------------------------------------------------------------------------------------------------------------------------
2005 2004 2003
-------------------------------------------------------------------------------------------------------------------------------
Balance at January 1, $ 131.7 $ 130.3 $ 69.5
Additions resulting from acquisitions (a) - 5.4 65.6
Reclamation spending (24.0) (17.9) (19.3)
Accretion and reclamation expenses 56.0 21.4 9.0
Foreign exchange - 0.8 2.3
Asset retirement cost 12.2 (6.7) 3.2
Other - (1.6) -
-------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, $ 175.9 $ 131.7 $ 130.3
-------------------------------------------------------------------------------------------------------------------------------
(a) Reflects the 2004 acquisition of remaining 51% of Paracatu and 2003
acquisitions of TVX and Echo Bay as well as the increase in ownership of
Kubaka.
Regulatory authorities in certain jurisdictions require that security be
provided to cover the estimated reclamation and remediation obligations. While
there were no assets that were legally restricted for purposes of settling
reclamation and remediation obligations as at December 31, 2005, letters of
credit totaling $110.3 million had been issued to various regulatory agencies to
satisfy financial assurance requirements for this purpose. The letters of credit
were issued against the Company's credit facility.
11. CONVERTIBLE DEBENTURES
On December 5, 1996, the Company issued unsecured subordinated convertible
debentures in the aggregate principal amount of $146.0 million (CDN $200.0
million). The debentures bore interest at 5.5% per annum, matured on December 5,
2006, and, at the holders' option, were convertible into common shares of the
Company at a conversion price of CDN $40.05 per share, being a rate of 24.9687
common shares per CDN $1,000 principal amount of debentures. Interest was
payable in cash; however, the Company had the right to settle the principal
amount by the issuance of common shares. On or after December 31, 2001, the
debentures were redeemable at par plus accrued and unpaid interest.
F-A33
During 2005, the Company adopted a change in accounting treatment as outlined in
Section 3860 (see Note 2). The Convertible debentures were bifurcated into a
principal and an option component for accounting purposes. The principal
component was recorded as debt and the option component recorded as equity. The
principal component was accreted over the life of the convertible debentures
through periodic charges to expense.
On September 29, 2003, Kinross redeemed all of the outstanding convertible
debentures at par plus accrued interest. The total payment was $146.8 million
(CDN $198.3 million), comprised of the principal amount of $144.8 million (CDN
$195.6 million) and accrued interest of $2.0 million (CDN $2.7 million). The
Company recognized a net gain on redemption of $15.4 million, which was
apportioned between the principal and option components, based on their relative
fair values compared to their carrying values. The Company recorded a loss on
the principal component of $16.6 million which is recorded in other expense and
a gain on the option component of $32.0 million which is recorded in accumulated
deficit.
As at December 31, 2005 and 2004, there are no outstanding debentures.
12. REDEEMABLE RETRACTABLE PREFERRED SHARES
The redeemable retractable preferred shares entitle the holder to receive a CDN
$0.80 per share fixed cumulative annual preferential cash dividend, payable in
equal quarterly installments and is entitled at any time to convert all or any
part of the redeemable retractable preferred shares into common shares on the
basis of 2.7518 common shares for each redeemable retractable preferred share so
converted, subject to anti-dilution adjustments. The Company may at any time
redeem, upon a minimum thirty day notice, all or any part of the redeemable
retractable preferred shares at a price of CDN $10.00 per share, together with
unpaid dividends accrued to the date of redemption. The holder of the redeemable
retractable preferred shares is entitled to require the Company to redeem for
cash all or any part of the redeemable retractable preferred shares at this
price. These redeemable retractable preferred shares are outstanding and held by
a former senior officer and director of the Company. As at December 31, 2005 and
2004, the redeemable preferred shares outstanding were 311,933. During 2004,
72,680 redeemable retractable preferred shares were converted into 200,001
common shares of the Company. There were no conversions during 2005. See Note 24
(b) Subsequent events for further discussion.
13. CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY
The convertible preferred shares of subsidiary company were comprised of
1,835,777 shares of $3.75 Series B Convertible Preferred Shares of Kinam ("Kinam
Preferred Shares"). The Kinam Preferred Shares are exchangeable into common
shares of the Company at a conversion price of $30.92 per share (equivalent to a
conversion rate of 1.6171 common shares for each Kinam Preferred Share), subject
to adjustment in certain events.
The Kinam Preferred Shares are redeemable at the option of the Company at
anytime on or after August 15, 1997, in whole or in part, for cash initially at
a redemption price of $52.63 per share declining ratably annually to $50.00 per
share on or after August 15, 2004, plus accrued and unpaid dividends.
Annual cumulative dividends of $3.75 per 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 declared or paid on the Kinam Preferred
Shares during 2005, 2004 or 2003. Dividend payments on these shares were
suspended in accordance with their terms in August 2000 and continue to remain
suspended. The cumulative dividends in arrears on the Kinam Preferred Shares
owned by non-affiliated shareholders of $4.2 million and $3.4 million as at
December 31, 2005 and 2004, respectively, have been accrued and included in the
carrying value of the convertible preferred shares of subsidiary company. These
convertible preferred shares are also considered as a form of non-controlling
interests.
During 2005, 506 Kinam Preferred Shares, net of adjustments, were exchanged into
1,000 common shares of the Company. During 2004, 1,722 Kinam Preferred Shares
were exchanged into 2,781 common shares of the Company. During 2003, 14,700
Kinam Preferred Shares were acquired at $18.00 per share and a further 1,645
Kinam Preferred Shares were exchanged into 2,657 common shares of the Company.
There were 204,955, 205,461 and 207,183 Kinam Preferred Shares held by
non-affiliated shareholders as at December 31, 2005, 2004 and 2003,
F-A34
respectively. If all the Kinam Preferred Shares owned by non-affiliated
shareholders were exchanged, an additional 331,284 common shares of the Company
would be issued.
14. COMMON SHARE CAPITAL AND COMMON SHARE PURCHASE WARRANTS
The authorized share capital of the Company is comprised of an unlimited number
of common shares. A summary of common share transactions for each of the years
in the three-year period ended December 31, 2005 is as follows:
------------------------------------------------------------------------------------------------------------------------------------
2005 2004 2003
------------------------------------------------------------------------------------------------------------------------------------
Number of Number of Number of
shares Amount shares Amount shares Amount
------------------------------------------------------------------------------------------------------------------------------------
( 000's) $ ( 000's) $ ( 000's) $
COMMON SHARES
Balance, January 1, (a) 345,066 $ 1,766.4 345,638 $ 1,774.1 136,201 $ 1,049.1
Issued (cancelled):
Repurchase and cancellation of shares - - (1,609) (11.8) - -
Reduction of stated capital - - - - - (761.4)
Acquisition of TVX - - - - 93,931 670.7
TVX options assumed - - - - - 6.8
Acquisition of Echo Bay - - - - 83,903 599.1
Echo Bay options assumed - - - - - 1.5
Common share offering - - - - 23,000 145.9
Under employee share purchase plan 213 1.4 218 1.4 138 1.0
Under stock option and restricted share plan 137 0.5 616 3.2 1,736 6.1
Expiry of TVX and Echo Bay options - (0.1) - (1.1) - (0.4)
Expiry of Echo Bay warrants - - - - - (0.2)
Conversions:
Echo Bay warrants - - - - 6,727 55.9
Kinam Preferred Shares 1 - 3 - 2 -
Redeemable retractable preferred shares - - 200 0.6 - -
------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 345,417 $ 1,768.2 345,066 $ 1,766.4 345,638 $ 1,774.1
------------------------------------------------------------------------------------------------------------------------------------
COMMON SHARE PURCHASE WARRANTS (B)
Balance, January 1, 8,333 $ 9.4 8,333 $ 9.4 8,333 $ 9.4
Upon acquisition of TVX and Echo Bay - - - - 6,794 2.1
Exercise/expiry of TVX and Echo Bay warrants - - - - (6,794) (2.1)
------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 8,333 $ 9.4 8,333 $ 9.4 8,333 $ 9.4
------------------------------------------------------------------------------------------------------------------------------------
Total common share capital $ 1,777.6 $ 1,775.8 $ 1,783.5
------------------------------------------------------------------------------------------------------------------------------------
(a) On January 28, 2003, the shareholders of the Company authorized the
consolidation of one consolidated common share for every three old common
shares of the issued and outstanding common shares of the Company. The
consolidation was made effective on January 31, 2003. All share capital,
share and option data for 2002 and January 2003 in the accompanying
consolidated financial statements and notes have been retroactively revised
to reflect this share consolidation (see Note 3).
(b) On December 5, 2002, the Company issued 16.6 million common shares and 25.0
million common share purchase warrants, for total proceeds, before costs of
issue, of $97.7 million. Three common share purchase warrants can be
exercised on or before December 5, 2007 for one common share at an exercise
price of CDN $15.00. The fair value of the common share purchase warrants
was $9.4 million.
On November 26, 2004, the Company held a special meeting of its shareholders and
approved an amendment to the Company's articles to effect a consolidation
(reverse split) of its common shares on a 100:1 basis, followed by an immediate
deconsolidation (split) of such shares on a 1:100 basis. The effective date for
the consolidation was December 5, 2004 and with the deconsolidation to follow
immediately on December 6, 2004 to allow Kinross common shares to begin trading
under its new CUSIP number. Shareholders holding less than 100 pre-consolidation
shares received a cash payment of CDN $9.71 or US $8.19 per share (equal to the
weighted average trading price per share on the Toronto Stock Exchange for the
five trading days prior to November 26, 2004). Shareholders holding 100 or more
pre-consolidation shares were not affected by the consolidation/deconsolidation
except for the change in CUSIP numbers. As a result of this transaction, the
Company repurchased 1,608,844 of its common shares for $11.8 million.
F-A35
During November 2003, the Company issued 6.7 million common shares from treasury
upon the exercise of Echo Bay warrants assumed on the acquisition of Echo Bay
resulting in an increase in common share equity of $55.9 million. This increase
was comprised of $21.0 million being the fair value of warrants assumed at
acquisition and $34.9 million of cash received on the exercise date.
On August 28, 2003, the Company issued 23.0 million common shares from treasury
for total proceeds, before costs of issue, of $152.5 million. The net proceeds
from the offering were used to redeem Kinross' outstanding 5.5% convertible
unsecured subordinated debentures (see Note 11).
On January 31, 2003, the Company issued 93.9 million common shares from treasury
to effect a combination with TVX under a plan of arrangement whereby
shareholders of TVX received 2.1667 common shares of the Company for each TVX
common share. Also pursuant to the arrangement, the Company issued 83.9 million
common shares from treasury to effect a combination with Echo Bay whereby
shareholders of Echo Bay received 0.1733 common shares of the Company for each
Echo Bay common share. The aggregate fair value of the Company's common shares
issued with respect to these acquisitions was $1,269.8 million (see Note 5). At
the same meeting, the shareholders of the Company approved the elimination of
the Company's accumulated deficit balance of $761.4 million at December 31, 2002
through a reduction in the Company's stated share capital.
15. STOCK-BASED COMPENSATION
Stock-based compensation recorded during the years ended December 31 was as
follows:
------------------------------------------------------------------------------------------------------------------------------
2005 2004 2003
------------------------------------------------------------------------------------------------------------------------------
Stock option plan expense $ 2.7 $ 1.4 $ -
Employer portion of stock purchase plan 0.5 0.5 0.5
Restricted share plan expense 1.3 0.7 -
Deferred share units expense 0.4 0.3 0.1
------------------------------------------------------------------------------------------------------------------------------
Total stock-based compensation $ 4.9 $ 2.9 $ 0.6
------------------------------------------------------------------------------------------------------------------------------
SHARE PURCHASE PLAN
The Company has an employee share purchase plan whereby employees of the Company
have an opportunity to purchase common shares. The plan allows employees to
contribute up to a maximum of 10% of their annual base salary. In 2003, the
Company matched 100% of the employee's contributions. Beginning in 2004, the
Company began matching 50% of the employees' contributions. Each quarter, the
Company issues from treasury common shares equal to the employees' contribution
and the Company's contribution. The common shares are purchased based on the
average of the last twenty trading sessions prior to the end of the quarter. The
number of shares issued by the Company and the weighted average of the price per
share for the years ending December 31 is as follows:
-------------------------------------------------------------------------------------------------------------------------------
2005 2004 2003
-------------------------------------------------------------------------------------------------------------------------------
Kinross Gold Corporation common shares issued 213 218 138
Weighted-average price of shares issued $ 6.89 $ 6.36 $ 7.28
-------------------------------------------------------------------------------------------------------------------------------
RESTRICTED SHARE PLAN
On February 15, 2001, the Company adopted a restricted share plan. The
restricted share plan provides that restricted share rights may be granted to
employees, officers, directors and consultants of the Company. A restricted
share right is exercisable into one common share entitling the holder to acquire
the common share for no additional consideration. Restricted share rights vest
over a three-year period. The remaining maximum number of common shares issuable
under the restricted share plan is currently 772,546. There were 457,547 and
567,464 restricted share rights granted and outstanding as at December 31, 2005
and 2004, respectively.
F-A36
DEFERRED SHARE UNIT PLAN
On October 1, 2003, the Company adopted a Deferred Share Unit ("DSU") Plan for
its outside directors. The DSU plan provides that each outside director
receives, on the date in each quarter which is two business days following the
publication by the Company of its earnings results for the previous quarter, (or
year in the case of the first quarter), that number of DSU's having a value
equal to 50% of the compensation of the outside director for the current
quarter. The number of DSU's granted to an outside director is based on the
closing price of the Company's common shares on the Toronto Stock Exchange on
the business day immediately preceding the date of grant. At such time as an
outside director ceases to be a director, the Company will make a cash payment
to the outside director, equal to the market value of a Kinross common share on
the date of departure, multiplied by the number of DSU's held on that date.
There were 95,845 and 57,409 DSU's outstanding as at December 31, 2005 and 2004,
respectively.
STOCK OPTION PLAN
The Company has a stock option plan for directors, officers and employees,
enabling them to purchase common shares. The total number of options outstanding
at any time cannot exceed 10% of the total number of outstanding common shares.
Each option granted under the plan is for a maximum term of five years and for
options granted before July 20, 2000, one-third of the options are exercisable
each year, commencing one year after the date of grant. For options granted
between July 20, 2000 and September 19, 2001, one-half of the options are
exercisable immediately and one-half of the options granted are exercisable on
or after the first anniversary date of such grant. For options granted to the
Chairman, President and Directors subsequent to September 19, 2001, one-third of
the options are exercisable each year commencing one year after the date of
grant. For options granted to all other officers and employees subsequent to
September 19, 2001, one-half of the options are exercisable each year commencing
one year after the date of grant. Effective November 24, 2003, one-third of the
options are exercisable each year commencing one year after the date of grant.
The exercise price is determined by the Company's Board of Directors at the time
the option is granted, subject to regulatory approval and may not be less than
the closing market price of the common shares on the last trading day prior to
the grant of the option. The stock options outstanding at December 31, 2005
expire at various dates to 2010. As at December 31, 2005, 3,216,130 common
shares, in addition to those outstanding at year end, were available for
granting of options.
In November 2001, the CICA issued Handbook Section 3870, "Stock-Based
Compensation and Other Stock-Based Payments" ("Section 3870"), which was revised
in November 2003. Section 3870 establishes standards for the recognition,
measurement, and disclosure of stock-based compensation and other stock-based
payments made in exchange for goods and services and applies to transactions,
including non-reciprocal transactions, in which an enterprise grants common
shares, stock options or other equity instruments, or incurs liabilities based
on the price of common shares or other equity instruments. Section 3870 outlines
a fair value based method of accounting required for stock-based transactions,
effective January 1, 2002 and applied to awards granted on or after that date.
The adoption of the fair value based method for all awards impacted the
Company's method of accounting for stock options. As a result, stock option
compensation (pre-tax) of $2.5 million was recorded as a cumulative effect of
the adoption as an adjustment to the opening accumulated deficit as at January
1, 2004, in the consolidated statements of common shareholders' equity and on
adoption $0.2 million was recorded as an increase in the value of common shares
on the exercise of options.
F-A37
A summary of the status of the stock option plan as at December 31, 2005, 2004,
and 2003, and changes during the years ended on those dates, is as follows:
---------------------------------------------------------------------------------------------------------------------------------
2005 2004 2003
---------------------------------------------------------------------------------------------------------------------------------
(000'S) (000'S) (000'S)
Outstanding at January 1, 3,497 3,452 3,319
Exercised (133) (579) (1,736)
Granted - 1,229 712
Options assumed on acquisition - - 2,116
Cancelled (990) (605) (959)
---------------------------------------------------------------------------------------------------------------------------------
Outstanding at December 31, 2,374 3,497 3,452
---------------------------------------------------------------------------------------------------------------------------------
The following table summarizes information about the stock options outstanding
and exercisable at December 31, 2005:
------------------------------------------------------------------------------------------------------------------------------------
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------ ------------------------
WEIGHTED
AVERAGE WEIGHTED
WEIGHTED REMAINING AVERAGE
NUMBER AVERAGE CONTRACTUAL NUMBER EXERCISE
RANGE OF EXERCISE PRICES OUTSTANDING EXERCISE PRICE LIFE EXERCISABLE PRICE
------------------------------------------------------------------------------------------------------------------------------------
(000'S) ($) (YEARS) (000'S) ($)
$ 1.62 - $ 2.42 5 $ 1.62 - 5 $ 1.62
$ 2.43 - $ 3.65 281 $ 2.81 0.8 281 $ 2.81
$ 3.66 - $ 5.49 3 $ 5.25 1.8 3 $ 5.25
$ 5.50 - $ 8.25 1,033 $ 7.08 2.6 788 $ 5.27
$ 8.26 - $ 12.39 932 $ 8.33 3.9 333 $ 3.00
$ 12.40 - $ 82.34 120 $ 36.11 1.4 120 $ 36.11
------------------------------------------------------------------------------------------------------------------------------------
2,374 $ 8.51 2.8 1,530 $ 6.72
------------------------------------------------------------------------------------------------------------------------------------
The following weighted average assumptions were used in computing the fair value
of stock options for the following years:
---------------------------------------------------------------------------------------------------------------------------------
2005 (A) 2004 2003
---------------------------------------------------------------------------------------------------------------------------------
BLACK-SCHOLES WEIGHTED-AVERAGE ASSUMPTIONS
Expected dividend yield - 0.0% 0.0%
Expected volatility - 40.4% 68.2%
Risk-free interest rate - 3.2% 3.2%
Expected option life in years - 3.5 5.0
WEIGHTED AVERAGE FAIR VALUE
PER STOCK OPTION GRANTED - $ 3.18 $ 6.31
---------------------------------------------------------------------------------------------------------------------------------
(a) There were no stock options granted in 2005; therefore, there is no value
assigned to any options.
16. EARNINGS (LOSS) PER SHARE
As a result of the net loss for the years ended December 31, 2005, 2004 and
2003, diluted earnings per share was calculated using the basic weighted average
shares outstanding because to do otherwise would have been anti-dilutive.
F-A38
17. INCOME AND MINING TAXES
The following table shows the recovery of (provision for) income and mining
taxes:
---------------------------------------------------------------------------------------------------------------------------------
2005 2004 2003
---------------------------------------------------------------------------------------------------------------------------------
INCOME TAXES
Current
Canada (a) $ (0.5) $ (0.5) $ (0.6)
Foreign (1.3) (17.3) (16.2)
Future
Canada - - -
Foreign 5.7 28.2 11.4
MINING TAXES
Current - Canada (0.3) - -
Future - Canada 9.3 1.1 1.3
---------------------------------------------------------------------------------------------------------------------------------
TOTAL $ 12.9 $ 11.5 $ (4.1)
---------------------------------------------------------------------------------------------------------------------------------
(a) Represents Large Corporations Tax.
The reconciliation of the combined Canadian federal and provincial statutory
income tax rate to the effective tax rate is as follows:
---------------------------------------------------------------------------------------------------------------------------------
2005 2004 2003
---------------------------------------------------------------------------------------------------------------------------------
Combined statutory income tax rate (34.1%) (39.1%) (39.1%)
Decrease (increase) resulting from:
Mining taxes (4.1%) (1.4%) (0.3%)
Resource allowance and depletion (4.7%) (16.3%) (0.6%)
Difference in foreign tax rates (2.6%) (23.6%) 1.2%
Benefit of losses not recognized 40.0% 64.2% 39.7%
Other (0.2%) 0.7% 0.0%
---------------------------------------------------------------------------------------------------------------------------------
Effective tax rate (5.7%) (15.5%) 0.9%
---------------------------------------------------------------------------------------------------------------------------------
The following information summarizes the principal temporary differences and the
related future tax effect:
--------------------------------------------------------------------------------------------------------------------------------
2005 2004
--------------------------------------------------------------------------------------------------------------------------------
Future tax assets - gross
Accrued expenses and other $ 15.9 $ 18.9
Reclamation and remediation obligations 36.8 36.0
Alternative minimum tax credits 23.8 11.3
Non-capital loss carryforwards 318.5 306.4
Inventory capitalization 0.4 0.3
Property, plant and equipment 140.3 111.1
--------------------------------------------------------------------------------------------------------------------------------
Gross future tax assets 535.7 484.0
Valuation allowance (521.2) (423.5)
--------------------------------------------------------------------------------------------------------------------------------
14.5 60.5
Future tax liabilities - gross -
Property, plant and equipment 144.1 180.4
--------------------------------------------------------------------------------------------------------------------------------
Gross future tax liabilities 144.1 180.4
--------------------------------------------------------------------------------------------------------------------------------
Net future tax liabilities $ 129.6 $ 119.9
--------------------------------------------------------------------------------------------------------------------------------
(a) At December 31, 2005, the Company has Canadian losses carried forward of
approximately $171.4 million that expire in 2006 through 2015, including
approximately $93.4 million that are limited in their deduction to income
from specific operations.
F-A39
(b) At December 31, 2005, the Company has U.S. net operating loss carry
forwards of approximately $615.7 million and alternative minimum tax net
operating losses of approximately $350.7 million expiring in 2006 through
2023. The use of the U.S. loss carry forwards will be limited in any given
year as a result of previous changes in ownership of the Company.
(c) At December 31, 2005, the Company has Chilean net operating loss carry
forwards of approximately $179.8 million that do not expire.
(d) At December 31, 2005, the Company has Australian net operating loss carry
forwards of approximately $14.2 million that do not expire.
(e) During 2005, the Chilean Congress passed a tax bill enacting a maximum 5%
tax on mine operating profits, effective January 1, 2006. MDO, the operator
of the La Coipa mine, has opted out of its DL600 tax stability clause and
applied for an invariable tax rate of 4% for a period of 12 years. CMM, the
operator of the Refugio mine, continues to operate under its DL600 tax
stability agreement. As such, the new mining tax will not apply to Refugio
unless CMM elects to opt out of its DL600 tax stability clause in the
future. The final regulations relating to the new mining tax have yet to be
issued, thus the Company cannot determine the exact impact of the change at
this time.
18. SEGMENTED INFORMATION
The Company operates primarily in the gold mining industry. Its activities
include gold production, exploration for gold and the acquisition of gold
properties. The Company's primary mining operations are in North America, South
America and Russia and are supported by three corporate offices, one each in
Canada, the United States and Brazil. The Company's major product is gold.
Segments are operations reviewed by the Chief Operating Decision Maker (Chief
Executive Officer). Reportable segments are identified based on quantitative
thresholds, which are those operations whose revenues, earnings (loss) or assets
are greater than 10% of the total consolidated revenues, earnings (loss) or
assets of all the reportable segments. In addition, the Company considers
qualitative factors, such as which operations are considered to be significant
by the Chief Operating Decision Maker. Less significant properties that are
either producing or in development prior to commercial production are classified
as Other operations. Operations under care and maintenance or shutdown
(properties in the reclamation phase), less significant non-mining operations
and other operations not meeting these thresholds are included in Corporate and
other. At December 31, 2005, the Company's reportable segments reflect reduced
management focus such as Kubaka, which is now classified within Other operations
and properties in care and maintenance or disposed such as Lupin, New Britannia
and Aquarius which are now part of Corporate and other. Prior year segment
information has been revised to reflect the 2005 classifications.
OPERATING RESULTS BY SEGMENTS:
The following tables set forth information by segment for the following periods:
------------------------------------------------------------------------------------------------------------------------------------
SEGMENT
COST OF EARNINGS
METAL SALES SALES (A) ACCRETION DD&A (B) EXPLORATION IMPAIRMENT OTHER (C) (LOSS)
------------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 2005:
OPERATING SEGMENTS
Fort Knox $ 143.1 $ 88.1 $ 1.1 $ 34.8 $ 0.6 $ 141.8 $ 0.8 $ (124.1)
Round Mountain 164.0 93.7 1.8 39.5 2.4 - - 26.6
La Coipa 60.3 45.4 0.4 15.8 1.1 - - (2.4)
Crixas 41.5 14.1 0.1 12.3 0.3 3.4 - 11.3
Paracatu 79.0 50.0 0.7 17.0 5.2 - 0.7 5.4
Musselwhite 34.9 26.4 0.1 12.5 1.6 2.0 - (7.7)
Porcupine Joint Venture 80.8 50.7 11.8 14.8 3.5 - 0.9 (0.9)
Other operations 114.3 73.4 9.6 18.6 2.7 - 9.2 0.8
CORPORATE AND OTHER (E) 7.6 6.3 30.4 2.4 9.2 37.5 42.0 (120.2)
------------------------------------------------------------------------------------------------------------------------------------
TOTAL $ 725.5 $ 448.1 $ 56.0 $167.7 $ 26.6 $ 184.7 $ 53.6 $ (211.2)
------------------------------------------------------------------------------------------------------------------------------------
F-A40
------------------------------------------------------------------------------------------------------------------------------------
SEGMENT
COST OF EARNINGS
METAL SALES SALES (A) ACCRETION DD&A (B) EXPLORATION IMPAIRMENT OTHER (C) (LOSS)
------------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 2004:
OPERATING SEGMENTS
Fort Knox $ 143.9 $ 89.2 $ 1.3 $ 35.9 $ 0.6 $ - $ 0.3 $ 16.6
Round Mountain 154.1 82.3 1.9 43.3 0.8 - - 25.8
La Coipa 59.0 39.7 0.4 16.8 0.5 - 0.7 0.9
Crixas 38.2 12.2 0.1 12.8 0.3 - - 12.8
Paracatu (d) 38.2 20.6 0.5 9.5 - 2.1 2.6 2.9
Musselwhite 32.1 21.1 0.1 12.5 2.0 - 0.2 (3.8)
Porcupine Joint Venture 78.8 44.4 2.3 22.7 3.2 - 0.5 5.7
Other operations 95.0 60.2 0.8 18.7 5.0 42.5 4.7 (36.9)
CORPORATE AND OTHER (E) 27.5 32.7 14.0 (2.1) 8.0 15.3 51.5 (91.9)
------------------------
------------------------------------------------------------------------------------------------------------------------------------
TOTAL $ 666.8 $ 402.4 $ 21.4 $170.1 $ 20.4 $ 59.9 $ 60.5 $ (67.9)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
SEGMENT
COST OF EARNINGS
METAL SALES SALES (A) ACCRETION DD&A (B) EXPLORATION IMPAIRMENT OTHER (C) (LOSS)
------------------------------------------------------------------------------------------------------------------------------------
For the year ended December 31, 2003:
OPERATING SEGMENTS
Fort Knox $ 136.3 $ 90.3 $ 0.6 $ 36.0 $ 2.4 $ - $ - $ 7.0
Round Mountain 131.9 74.9 1.6 45.0 2.1 89.9 - (81.6)
La Coipa 51.5 34.4 0.3 17.9 0.9 68.8 - (70.8)
Crixas 31.9 10.3 0.1 12.3 0.5 42.5 - (33.8)
Paracatu (d) 32.0 18.0 0.5 9.8 - 99.4 1.1 (96.8)
Musselwhite 22.5 15.9 0.1 11.2 2.1 53.9 0.2 (60.9)
Porcupine Joint Venture 83.0 48.9 2.3 24.9 2.5 - 2.9 1.5
Other operations 60.7 29.8 (0.3) 16.7 5.4 - 2.5 6.6
CORPORATE AND OTHER (E) 22.1 39.5 3.8 (1.1) 8.4 57.0 5.3 (90.8)
-----------------------
------------------------------------------------------------------------------------------------------------------------------------
TOTAL $ 571.9 $ 362.0 $ 9.0 $172.7 $ 24.3 $ 411.5 $ 12.0 $ (419.6)
------------------------------------------------------------------------------------------------------------------------------------
(a) Cost of sales excludes accretion, depreciation, depletion and amortization.
(b) Depreciation, depletion and amortization is referred to as "DD&A" in
the tables above. (c) Other includes Other operating costs, General and
administrative expenses and (Gain) on disposals of assets.
(d) The acquisition of Paracatu was completed on December 31, 2004. Therefore,
the Company's 49% proportionate share of Paracatu's operating results have
been included for the year ended December 31, 2004.
(e) Includes corporate, shutdown operations and other non-core operations.
F-A41
SEGMENT ASSETS AND CAPITAL EXPENDITURES:
The following table details the segment assets and capital expenditures for the
following years:
------------------------------------------------------------------------------------------------------------------------------------
SEGMENT ASSETS CAPITAL EXPENDITURES
========================== =================================
AS AT DECEMBER 31, YEARS ENDED DECEMBER 31,
========================== =================================
2005 2004 2005 2004 2003
------------------------------------------------------------------------------------------------------------------------------------
OPERATING SEGMENTS
Fort Knox $ 161.4 $ 284.2 $ 44.6 $ 58.7 $ 26.5
Round Mountain 174.6 205.8 5.9 8.8 5.7
La Coipa 156.0 162.3 4.9 1.0 0.5
Crixas 96.2 102.9 6.2 3.6 3.2
Paracatu (a) 550.9 539.1 21.3 5.8 5.2
Musselwhite 119.5 127.0 5.7 3.9 2.7
Porcupine Joint Venture 103.3 89.3 24.7 24.5 8.3
Other operations(c) 211.3 189.6 28.1 62.0 12.6
CORPORATE AND OTHER(B)(C) 124.9 134.0 1.0 1.2 8.7
---------------------------
------------------------------------------------------------------------------------------------------------------------------------
TOTAL $ 1,698.1 $ 1,834.2 $ 142.4 $ 169.5 $ 73.4
------------------------------------------------------------------------------------------------------------------------------------
(a) Segment assets reflect the 100% interest in the assets of Paracatu as a
result of the acquisition of the remaining 51% interest in the Paracatu
mine.
(b) Includes Corporate, shutdown operations and other non-core operations. Also
includes $63.5 million and $14.4 million in cash and cash equivalents held
at the Corporate level as at December 31, 2005 and December 31, 2004,
respectively.
(c) Included in these categories during 2004 were Aquarius (Other operations),
Norseman and E-Crete (Corporate and other). Norseman and E-Crete were
subsequently sold during 2005.
METAL SALES AND PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHICAL REGIONS:
------------------------------------------------------------------------------------------------------------------------------------
METAL SALES PROPERTY, PLANT & EQUIPMENT
=============================== =============================
YEARS ENDED DECEMBER 31, AS AT DECEMBER 31,
=============================== =============================
2005 2004 2003 2005 2004(A)
------------------------------------------------------------------------------------------------------------------------------------
GEOGRAPHIC INFORMATION:
United States $ 338.8 $ 335.6 $ 268.2 $ 173.8 $ 351.4
Canada 123.3 138.4 127.6 195.2 217.8
Brazil 120.5 76.4 63.9 552.7 547.1
Chile 74.9 62.8 51.5 143.0 117.1
Russia 68.0 53.6 60.7 - 9.0
Other - - - - 1.7
------------------------------------------------------------------------------------------------------------------------------------
Total $ 725.5 $ 666.8 $ 571.9 $ 1,064.7 $ 1,244.1
------------------------------------------------------------------------------------------------------------------------------------
(a) Property, plant and equipment reflect the 100% interest in the assets of
Paracatu as a result of the acquisition of the remaining 51% interest in
the Paracatu mine.
The Company is not economically dependent on a limited number of customers for
the sale of its product because gold can be sold through numerous commodity
market traders worldwide. For the year ended December 31, 2005, sales to four
customers totaled $183.8 million, $96.0 million, $93.2 million and $71.8
million. For the year ended December 31, 2004, sales to four customers totaled
$190.2 million, $108.5 million, $98.5 million, and $88.4 million. For December
31, 2003, sales to three customers totaled $139.9 million, $121.4 million and
$96.2 million.
F-A42
19. EMPLOYEE PENSION AND POST-RETIREMENT BENEFIT PLANS
DEFINED CONTRIBUTION PENSION AND RETIREMENT PLANS
The Company has several defined contribution pension and retirement plans
covering substantially all employees in North America and certain foreign
countries. Under these plans, the Company either contributes a set percentage of
the employee's salary or matches a percentage of the employee's contributions.
The employees are able to direct the contributions into a variety of investment
funds offered by the plans.
In 2004, the Company adopted an Executive Retirement Allowance Plan ("ERAP") to
bring the Company's retirement arrangements for executives in line with industry
standards. Executives, both in the U.S. and Canada, participating in the ERAP
are unable to participate in the Company's other retirement plans. The Company
has set up a letter of credit for the ERAP plan of $1.8 million. As of December
31, 2005, the liability associated with this plan was $2.0 million,
respectively.
The Company's expense related to these plans was $7.1 million in 2005, $6.0
million in 2004, and $3.9 million in 2003.
DEFINED BENEFIT PENSION PLANS
In Canada, the Company had a defined benefit pension plan covering the former
employees of the Macassa mine. The plan was in the process of being wound up
effective November 30, 2001. The Financial Services Commission of Ontario
approved the wind up report early in 2003 and benefits were partially settled in
2003, 2004 and 2005. The final wind up was delayed until December 2005 due to
the inability to locate some plan participants to determine whether they will
receive lump sums or annuitize their entitlements. All benefits were settled by
the purchase of an annuity which is being maintained by a third party benefits
provider and this absolves the Company of any financial responsibility to the
remaining plan members who have not been contacted.
In the United States, defined benefit plans cover former employees of the
Candelaria and DeLamar mines, and certain U.S. employees of the mines previously
owned by Kinam. Prior to the Kinam acquisition, all employees in the U.S.
employed by Kinam were covered by a non-contributory defined benefit pension
plan. That plan was frozen on June 1, 1998, and all active employees were
transferred into the Company's defined contribution pension plan. Benefits under
these plans are based on either the employees' compensation prior to retirement
or stated amounts for each year of service with the Company. The Company makes
annual contributions to the U.S. plans in accordance with the requirements of
the Employee Retirement Income Security Act of 1974 (ERISA).
The date of the actuarial valuation was December 31, 2005.
OTHER BENEFIT PLANS
The Company provides certain health care benefits to retired employees in the
United States. The retiree plan covers the former employees of the Candelaria
and DeLamar mines as well as former Kinam employees. Following the acquisition
of the Candelaria and DeLamar mines in August 1993, that retiree plan was frozen
and employees who retired after August 1993, were not eligible to participate in
the plan. Following the merger with Kinam in June 1998 that retiree plan was
also frozen and employees, who retired after June 1998, were not eligible to
participate in the plan, absent special circumstances. The post-retirement
health plans are contributory in certain cases based upon years of service, age
and retirement date. The Company does not fund post-retirement benefits other
than pensions and may modify the plan provisions at its discretion.
F-A43
The following tables summarize the change in benefit obligations and fair value
of assets as at December 31:
---------------------------------------------------------------------------------------------------------------------------
DEFINED BENEFIT PLANS OTHER BENEFITS
=========================== ==========================
2005 2004 2005 2004
---------------------------------------------------------------------------------------------------------------------------
CHANGE IN BENEFIT OBLIGATION
Benefit obligation, beginning of year $ 13.0 $ 12.1 $ 2.6 $ 2.9
Interest costs 0.8 0.7 0.2 0.1
Plan participants' contributions - - 0.1 0.1
Actuarial loss (gain) 1.6 0.7 0.6 (0.2)
Benefits paid (0.5) (0.5) (0.4) (0.3)
---------------------------------------------------------------------------------------------------------------------------
Benefit obligation, end of year $ 14.9 $ 13.0 $ 3.1 $ 2.6
---------------------------------------------------------------------------------------------------------------------------
CHANGE IN PLAN ASSETS
Fair value of plan assets, beginning of year $ 10.6 $ 10.5 $ - $ -
Actual return on plan assets 0.7 0.6 - -
Employer contributions - - 0.3 0.2
Plan participant contributions - - 0.1 0.1
Benefits paid (0.5) (0.5) (0.4) (0.3)
---------------------------------------------------------------------------------------------------------------------------
Fair value of plan assets, end of year $ 10.8 $ 10.6 $ - $ -
---------------------------------------------------------------------------------------------------------------------------
Funded status (4.1) (2.4) (3.1) (2.6)
Unrecognized net actuarial loss 4.4 3.1 0.7 -
Unrecognized prior service cost - - - -
---------------------------------------------------------------------------------------------------------------------------
Net amount recognized $ 0.3 $ 0.7 $ (2.4) $ (2.6)
---------------------------------------------------------------------------------------------------------------------------
The following table summarizes components of net periodic pension expense for
the years December 31:
---------------------------------------------------------------------------------------------------------------------------
DEFINED BENEFIT PLANS OTHER BENEFITS
----------------------------- -------------------------------
2005 2004 2003 2005 2004 2003
---------------------------------------------------------------------------------------------------------------------------
Interest cost $ 0.8 $ 0.7 $ 0.7 $ 0.2 $ 0.1 $ 0.2
Expected return on plan assets (0.6) (0.6) (0.8) - - -
Amortization of actuarial loss 0.2 0.2 0.1 - - -
---------------------------------------------------------------------------------------------------------------------------
Net periodic cost $ 0.4 $ 0.3 $ - $ 0.2 $ 0.1 $ 0.2
---------------------------------------------------------------------------------------------------------------------------
The following table summarizes the assumptions used in measuring the Company's
benefit obligation:
----------------------------------------------------------------------------------------------------------------------------
DEFINED BENEFIT PLANS OTHER BENEFITS
------------------------ ----------------------
2005 2004 2005 2004
----------------------------------------------------------------------------------------------------------------------------
Discount rate 5.75% 6.00% 5.60% 6.00%
Expected long-term return on plan assets 7.00% 6.00% 7.00% 6.00%
Rate of compensation increase n/a n\a n/a n\a
----------------------------------------------------------------------------------------------------------------------------
The expected long-term rate of return on assets was determined using a weighted
average calculation for the various investments of the plans. This weighted
average is based on the expected yield on bonds, based on the Moody's AA year
end rate, on current short-term investment rates, the yield on cash investments,
and for equities, based on current forecasts and the plans' historical return on
equities. In 2005 and 2004, this weighted average was determined to be 7% and
6%, respectively.
The following table summarizes the assumed health care trend rates at December
31:
------------------------------------------------------------------------------------------------------------------------------
2005 2004
------------------------------------------------------------------------------------------------------------------------------
Health care cost trend rate assumed for next year 9.95% 10.25%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate) 5.50% 5.50%
Year that the rate reaches the ultimate trend rate 2018 2018
------------------------------------------------------------------------------------------------------------------------------
F-A44
The assumed health care cost trend rates can have a significant effect on the
amounts reported for the health care plans:
--------------------------------------------------------------------------------
2005 2004
--------------------------------------------------------------------------------
Effect on total of service and interest cost
1% increase $ - $ -
1% decrease $ - $ -
Effect on post-retirement benefit obligation
1% increase $ 0.4 $ 0.3
1% decrease $ (0.3) $ (0.3)
--------------------------------------------------------------------------------
PLAN ASSETS
The allocation of plan assets is set forth in the Investment Policy Statement.
The Investment Policy Statement delegates authority to the Kinross Gold U.S.A.,
Inc. Employee Benefits Committee (the "Committee") to maintain and establish
investment policies relating to the defined benefit and defined contribution
pension plans. The Kinross Gold U.S.A., Inc. Board of Directors approves these
policies and any changes to these policies.
In 2004, the Committee requested an actuarial evaluation of the feasibility and
advisability of terminating the DeLamar\Candelaria Retirement Plan and the
Retirement Plan for Non-Exempt Employees of AMAX Gold (collectively, the
"Plans") on behalf of Kinross Gold U.S.A., Inc. and Kinam Gold, Inc., the
companies that sponsor the respective Plans. The companies, as sponsor of the
respective Plans, ultimately determine whether or not to terminate the Plans.
During the evaluation period and pending receipt of analysis regarding
termination of the Plans, investments did not conform to the written investment
policy and guidelines established for the Plans. The Plans remained in fixed
income and cash positions so as to be in a position to readily liquidate Plan
assets in the event a termination occurred. In November 2004, following the
conclusion of the evaluation, no Plan terminations occurred. In light of the
determination to continue the Plans, the Committee reviewed the asset allocation
and investment policy in effect and determined to recommend changes to the
Kinross Gold U.S.A., Inc. Board to provide more flexibility to address the
returns for the plans in light of their on-going status. The Board approved the
revised allocations and investment policy on January 11, 2005. Asset allocations
were altered in 2005 so as to conform to the revised asset allocation and
investment policy guidelines.
The Company has adopted the following standards for the Committee to follow when
deciding how to invest the plan assets.
Assets shall be invested:
o In the sole interest of the plan participants and beneficiaries;
o With the care, skill, prudence and diligence under the circumstances then
prevailing that a prudent person acting in like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character
and of like aims in compliance with Section 404(A) of ERISA, and other
applicable provisions of ERISA; and
o By diversifying the investments so as to minimize the risk of large losses
as well as provide a reasonable rate of return on the assets.
The following table summarizes the target asset allocation as of December 31:
--------------------------------------------------------------------------------
ASSET CATEGORY 2005 2004
--------------------------------------------------------------------------------
Equities 40% - 60% 40% - 60%
Fixed income 40% - 60% 40% - 60%
Cash and other investments 0% - 20% 0% - 20%
--------------------------------------------------------------------------------
F-A45
The following table summarizes the defined benefit plan asset weighted-average
asset allocation percentages by asset category:
------------------------------------------------------------------------
ASSET CATEGORY 2005 2004
------------------------------------------------------------------------
Equities 46% 24%
Fixed income 47% 54%
Cash and other investments 7% 22%
------------------------------------------------------------------------
CONTRIBUTIONS
The Company has requirements under ERISA to contribute to its defined benefit
pension plans. Additionally the Company also has the option to make voluntary
contributions. The Company expects to contribute $0.8 million to its
post-retirement benefit plans in 2006.
ESTIMATED FUTURE BENEFIT PAYMENTS
The following table summarizes the expected future benefit payments by the years
indicated:
-------------------------------------------------------------------------
DEFINED
BENEFIT OTHER
PLAN BENEFITS
-------------------------------------------------------------------------
2006 $ 0.3 $ 0.3
2007 0.3 0.2
2008 0.5 0.2
2009 0.4 0.2
2010 0.7 0.2
2011-2015 3.7 0.9
-------------------------------------------------------------------------
POST-EMPLOYMENT BENEFITS
The Company has a number of post-employment plans covering severance and
disability income. At December 31, 2005 and 2004, the Company's liability for
post-employment benefits totaled $5.5 million ($0.3 million in current
liabilities) and $6.6 million ($1.6 million in current liabilities),
respectively.
20. OPERATING LEASES
The Company has a number of operating lease agreements primarily involving
office space. The operating leases for equipment provide that the Company may,
after the initial lease term, renew the lease for successive yearly periods or
may purchase the equipment at its fair market value. One of the operating leases
for office facilities contains escalation clauses for increases in operating
costs and property taxes. A majority of these leases are cancelable and are
renewable on a yearly basis. Future minimum lease payments required to meet
obligations that have initial or remaining non-cancelable lease terms in excess
of one year as of December 31, 2005 are as follows:
------------------------------------------------------------------------
MINIMUM
LEASE
PAYMENTS
------------------------------------------------------------------------
2006 $ 5.7
2007 4.7
2008 4.8
2009 5.4
2010 1.3
Thereafter -
------------------------------------------------------------------------
Total $ 21.9
------------------------------------------------------------------------
Rent expense was $5.4 million, $2.1 million and $3.1 million in 2005, 2004 and
2003, respectively.
F-A46
21. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES
The consolidated financial statements have been prepared in accordance with
Canadian generally accepted accounting principles ("CDN GAAP"), which differ
from those principles that the Company would have followed had its consolidated
financial statements been prepared in accordance with generally accepted
accounting principles in the United States ("U.S. GAAP").
Material variations between financial statement items under CDN GAAP and the
amounts determined using U.S. GAAP are as follows:
F-A47
CONSOLIDATED BALANCE SHEETS ELIMINATION PROPERTY,
(EXPRESSED IN MILLIONS OF U.S. DOLLARS) OF EFFECTS OF PLANT AND
As at December 31, 2005 RECOGNIZING EQUIPMENT &
THE EQUITY AMORTIZATION REVERSAL OF
COMPONENT OF DIFFERENCES 1991 AND
UNDER CONVERTIBLE FROM APPLYING 2003 DEFICIT
CDN GAAP DEBENTURES SFAS 121 ELIMINATIONS
--------------------------------------------------------------------------------------------------------------------
(A) (B) (C)
ASSETS
Current assets
Cash and cash equivalents $ 97.6 $ - $ - $ -
Restricted cash 1.3 - - -
Short-term investments - - -
Accounts receivable and other assets 27.8 - - -
Inventories 115.2 - - -
--------- ----------- ------------- -----------
241.9 - - -
Property, plant and equipment 1,064.7 - - -
Goodwill 321.2 - - -
Long-term investments 21.2 - - -
Deferred charges and other long-term assets 49.1 - - -
--------- ----------- ------------- ------------
$ 1,698.1 $ - $ - $ -
========= =========== ============= ============
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities $ 132.2 $ - $ - $ -
Current portion of long-term debt 9.4 - - -
Current portion of reclamation and remediation obligations 36.3 - - -
--------- ----------- ------------- ------------
177.9 - - -
Long-term debt 149.9 - - -
Reclamation and remediation obligations 139.6 - - -
Future income and mining taxes 129.6 - - -
Other long-term liabilities 7.9 - - -
Redeemable retractable preferred shares 2.7 - - -
--------- ----------- ------------- ------------
607.6 - - -
--------- ----------- ------------- ------------
NON-CONTROLLING INTEREST 0.3
--------- ----------- ------------- ------------
CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY 14.1 - - -
--------------------------------------------------------------------------------------------------------------------
COMMON SHAREHOLDERS' EQUITY
Common share capital and common share purchase warrants 1,777.6 - - 766.7
Contributed surplus 52.6 (32.0) - -
Accumulated deficit (752.9) 32.0 - (766.7)
Cumulative translation adjustments (1.2) - - -
Other comprehensive income (loss) - - - -
--------- ----------- ------------- ------------
1,076.1 - - -
--------- ----------- ------------- ------------
$ 1,698.1 $ - $ - $ -
========= =========== ============= ============
AS AT DECEMBER 31, 2004 (A) (B) (C)
ASSETS
Current assets
Cash and cash equivalents $ 47.9 $ - $ - $ -
Restricted cash 1.4 - - -
Short-term investments 5.7 - - -
Marketable securities - - - -
Accounts receivable and other assets 37.6 - - -
Inventories 111.0 - - -
--------- ----------- ------------- ------------
203.6 - - -
Property, plant and equipment 1,244.1 - (24.4) -
Goodwill 329.9 - - -
Long-term investments 25.7 - - -
Deferred charges and other long-term assets 30.9 - - -
--------- ----------- ------------- ------------
$ 1,834.2 $ - $ (24.4) $ -
========= =========== ============= ============
Current liabilities
Accounts payable and accrued liabilities $ 146.4 $ - $ - $ -
Current portion of long-term debt 6.0 - - -
Current portion of reclamation and remediation obligations 23.6 - - -
--------- ----------- ------------- ------------
176.0 - - -
Long-term debt 116.9 - - -
Reclamation and remediation obligations 108.1 - - -
Future income and mining taxes 120.3 - - -
Other long-term liabilities 9.5 - - -
Redeemable retractable preferred shares 2.6 - - -
--------- ----------- ------------- ------------
533.4 - - -
--------- ----------- ------------- ------------
NON-CONTROLLING INTEREST 0.4 - - -
--------- ----------- ------------- ------------
CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY 13.3 - - -
--------- ----------- ------------- ------------
COMMON SHAREHOLDERS' EQUITY
Common share capital and common share purchase warrants 1,775.8 - - 766.7
Contributed surplus 49.4 (32.0) - -
Accumulated deficit (536.9) 32.0 (24.4) (766.7)
Cumulative translation adjustments (1.2) - - -
Other comprehensive income (loss) - - - -
--------- ----------- ------------- ------------
1,287.1 - (24.4) -
--------- ----------- ------------- ------------
$ 1,834.2 $ - $ (24.4) $ -
========= =========== ============= ============
F-A48
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN MILLIONS OF U.S. DOLLARS) GAINS ON
As at December 31, 2005 MARKETABLE RECLASSI-
SECURTIES FICATION OF
AND FLOW CUMULATIVE TO ADJUST
LONG-TERM EFFECT OF THROUGH TRANSLATION TO EQUITY
INVESTMENTS SFAS 133 SHARES ADJUSTMENTS BASIS
----------- --------- ---------- ----------- ---------
(D) (E) (F) (H) (I)
ASSETS
Current assets
Cash and cash equivalents $ - $ - $ - $ - $ -
Restricted cash - - - - -
Short-term investments - - - - -
Accounts receivable and other assets - - - - -
Inventories - - - - -
----------- --------- ---------- ----------- ---------
- - - - -
Property, plant and equipment - - - - -
Goodwill - - - - -
Long-term investments 6.5 - - - -
Deferred charges and other long-term assets - - - - -
----------- --------- ---------- ----------- ---------
$ 6.5 $ - $ - $ - $ -
=========== ========= ========== =========== =========
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities $ - $ - $ - $ - $ -
Current portion of long-term debt - - - - -
Current portion of reclamation and remediation obligations - - - - -
----------- --------- ---------- ----------- ---------
- - - - -
Long-term debt - - - - -
Reclamation and remediation obligations - - - - -
Future income and mining taxes - - - - -
Other long-term liabilities - - - - -
Redeemable retractable preferred shares - - - - -
----------- --------- ---------- ----------- ---------
- - - - -
----------- --------- ---------- ----------- ---------
NON-CONTROLLING INTEREST
----------- --------- ---------- ----------- ---------
CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY - - - - -
----------- --------- ---------- ----------- ---------
COMMON SHAREHOLDERS' EQUITY
Common share capital and common share purchase warrants - - (1.1) - -
Contributed surplus - - - - -
Accumulated deficit - - 1.1 - -
Cumulative translation adjustments - - - 1.2 -
Other comprehensive income (loss) 6.5 - - (1.2) -
----------- --------- ---------- ----------- ---------
6.5 - - - -
----------- --------- ---------- ----------- ---------
$ 6.5 $ - $ - $ - $ -
=========== ========= ========== =========== =========
AS AT DECEMBER 31, 2004 (D)
ASSETS
Current assets
Cash and cash equivalents $ - $ - $ - $ - $ -
Restricted cash - - - - -
Short-term investments - - - - -
Marketable securities - - - - -
Accounts receivable and other assets 0.1 (4.7) - - -
Inventories - - - - -
----------- --------- ---------- ----------- ---------
0.1 (4.7) - - -
Property, plant and equipment - - - - -
Goodwill - - - - -
Long-term investments 5.5 - - - -
Deferred charges and other long-term assets - - - - -
----------- --------- ---------- ----------- ---------
$ 5.6 $ (4.7) $ - $ - $ -
=========== ========= ========== =========== =========
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities $ - $ - $ - $ - $ -
Current portion of long-term debt - - - - -
Current portion of reclamation and remediation obligations - - - - -
----------- --------- ---------- ----------- ---------
- - - - -
Long-term debt - - - - -
Reclamation and remediation obligations - - - - -
Future income and mining taxes - - - - -
Other long-term liabilities - - - - -
Redeemable retractable preferred shares - - - - -
----------- --------- ---------- ----------- ---------
- - - - -
----------- --------- ---------- ----------- ---------
NON-CONTROLLING INTEREST - - - - -
----------- --------- ---------- ----------- ---------
CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY - - - - -
----------- --------- ---------- ----------- ---------
COMMON SHAREHOLDERS' EQUITY
Common share capital and common share purchase warrants - - (1.1) - -
Contributed surplus - - - - -
Accumulated deficit - (4.7) 1.1 - -
Cumulative translation adjustments - - - 1.2 -
Other comprehensive income (loss) 5.6 - - (1.2) -
----------- --------- ---------- ----------- ---------
5.6 (4.7) - - -
----------- --------- ---------- ----------- ---------
$ 5.6 $ (4.7) $ - $ - $ -
=========== ========= ========== =========== =========
F-A49
RESTATEMENT
TO EQUITY RESTATEMENT
TO EQUITY
ACCOUNT FOR MINIMUM
INVESTMENT IN PENSION GOODWILL STOCK-BASED UNDER
ECHO BAY LIABILITY IMPAIRMENT COMPENSATION U.S. GAAP
------------- --------- ---------- ------------ ---------
(D) (K) (D) (L)
ASSETS
Current assets
Cash and cash equivalents $ - $ - $ - $ - $ 97.6
Restricted cash - - - - 1.3
Short-term investments - - - - -
Accounts receivable and other assets - - - - 27.8
Inventories - - - - 115.2
------------- --------- ---------- ------------ ---------
- - - - 241.9
Property, plant and equipment - - - - 1,064.7
Goodwill 40.8 - (40.2) - 321.8
Long-term investments - - - - 27.7
Deferred charges and other long-term assets - - - - 49.1
------------- --------- ---------- ------------ ---------
$ 40.8 $ - $ (40.2) $ - $ 1,705.2
============= ========= ========== =========== =========
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities $ - $ - $ - $ - $ 132.2
Current portion of long-term debt - - - - 9.4
Current portion of reclamation and remediation obligations - - - - 36.3
------------- --------- ---------- ------------ ---------
- - - - 177.9
Long-term debt - - - - 149.9
Reclamation and remediation obligations - - - - 139.6
Future income and mining taxes - - - - 129.6
Other long-term liabilities - 4.4 - - 12.3
Redeemable retractable preferred shares - - - - 2.7
------------- --------- ---------- ------------ ---------
- 4.4 - - 612.0
------------- --------- ---------- ------------ ---------
NON-CONTROLLING INTEREST - - - 0.3
------------- --------- ---------- ------------ ---------
CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY - - - - 14.1
------------- --------- ---------- ------------ ---------
COMMON SHAREHOLDERS' EQUITY
Common share capital and common share purchase warrants - - - - 2,543.2
Contributed surplus - - - (2.5) 18.1
Accumulated deficit 40.8 - (40.2) 2.5 (1,483.4)
Cumulative translation adjustments - - - - -
Other comprehensive income (loss) - (4.4) - - 0.9
------------- --------- ---------- ------------ ---------
40.8 (4.4) (40.2) - 1,078.8
------------- --------- ---------- ------------ ---------
$ 40.8 $ - $ (40.2) $ - $ 1,705.2
============= ========= ========== =========== =========
AS AT DECEMBER 31, 2004
ASSETS
Current assets
Cash and cash equivalents $ - $ - $ - $ - $ 47.9
Restricted cash - - - - 1.4
Short-term investments - - - - 5.7
Marketable securities - - - - -
Accounts receivable and other assets - - - - 33.0
Inventories - - - - 111.0
------------- --------- ---------- ------------ ---------
- - - - 199.0
Property, plant and equipment - - - - 1,219.7
Goodwill 40.8 - (40.2) - 330.5
Long-term investments - - - - 31.2
Deferred charges and other long-term assets - - - - 30.9
------------- --------- ---------- ------------ ---------
$ 40.8 $ - $ (40.2) $ - $ 1,811.3
============= ========= ========== =========== =========
Current liabilities
Accounts payable and accrued liabilities $ - $ - $ - $ - $ 146.4
Current portion of long-term debt - - - - 6.0
Current portion of reclamation and remediation obligations - - - - 23.6
------------- --------- ---------- ------------ ---------
- - - - 176.0
Long-term debt - - - - 116.9
Reclamation and remediation obligations - - - - 108.1
Future income and mining taxes - - - - 120.3
Other long-term liabilities - 3.3 - - 12.8
Redeemable retractable preferred shares - - - - 2.6
------------- --------- ---------- ------------ ---------
- 3.3 - - 536.7
------------- --------- ---------- ------------ ---------
NON-CONTROLLING INTEREST - - - - 0.4
------------- --------- ---------- ------------ ---------
CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY - - - - 13.3
------------- --------- ---------- ------------ ---------
COMMON SHAREHOLDERS' EQUITY
Common share capital and common share purchase warrants - - - - 2,541.4
Contributed surplus - - - (2.5) 14.9
Accumulated deficit 40.8 - (40.2) 2.5 (1,296.5)
Cumulative translation adjustments - - - - -
Other comprehensive income (loss) - (3.3) - - 1.1
------------- --------- ---------- ------------ ---------
40.8 (3.3) (40.2) - 1,260.9
------------- --------- ---------- ------------ ---------
$ 40.8 $ - $ (40.2) $ - $ 1,811.3
============= ========= ========== =========== =========
F-A50
CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS) ELIMINATION PROPERTY,
FOR THE YEAR ENDED DECEMBER 31, 2005 OF EFFECTS OF PLANT AND
RECOGNIZING EQUIPMENT &
THE EQUITY AMORTIZATION REVERSAL OF
COMPONENT OF DIFFERENCES 1991 AND
UNDER CONVERTIBLE FROM APPLYING 2003 DEFICIT
CDN GAAP DEBENTURES SFAS 121 ELIMINATIONS
--------------- --------------- --------------- ---------------
(A) (B) (C)
REVENUE
Metal sales $ 725.5 $ - $ - $ -
OPERATING COSTS AND EXPENSES
Cost of sales (excludes accretion, depreciation, depletion
and amortization) 448.1 - - -
Accretion and reclamation expenses 56.0 - - -
Depreciation, depletion and amortization 167.7 - (3.3) -
--------------- --------------- --------------- ---------------
53.7 - 3.3 -
Other operating expenses 14.3 - - -
Exploration and business development 26.6 - - -
General and administrative 45.3 - - -
Impariment charges:
Goodwill 8.7 - - -
Property, plant and equipment 171.9 - (21.1) -
Investments 4.1 - - -
Gain on disposal of assets (6.0) - - -
--------------- --------------- --------------- ---------------
OPERATING LOSS (211.2) - 24.4 -
--------------- --------------- --------------- ---------------
Other income (expense) - net (17.0) - - -
--------------- --------------- --------------- ---------------
LOSS BEFORE TAXES AND OTHER ITEMS (228.2) - 24.4 -
--------------- --------------- --------------- ---------------
Income and mining taxes expense 12.9 - -
Non-controlling interest 0.1 - - -
Dividends on convertible preferred shares of subsidiary
company (0.8) - -
--------------- --------------- --------------- ---------------
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (216.0) $ - $ 24.4 $ -
=============== =============== =============== ===============
LOSS PER SHARE
Basic and diluted $ (0.63)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
(millions)
Basic and diluted 345.2
------------------------------------------------------- ------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 2004
(A) (B) (C)
REVENUE
Metal sales $ 666.8 $ - $ - $ -
OPERATING COSTS AND EXPENSES
Cost of sales (excludes accretion, depreciation, depletion
and amortization) 402.4 - - -
Accretion and reclamation expenses 21.4 - - -
Depreciation, depletion and amortization 170.1 - (3.8) -
--------------- --------------- --------------- ---------------
72.9 - 3.8 -
Other operating expenses 25.8
Exploration and business development 20.4 - - -
General and administrative 36.4 - - -
Impariment charges:
Goodwill 12.4 - - -
Property, plant and equipment 46.1 - - -
Investments 1.4 - - -
Gain on disposal of assets (1.7) - - -
--------------- --------------- --------------- ---------------
OPERATING LOSS (67.9) - 3.8 -
--------------- --------------- --------------- ---------------
Other income (expense) - net (6.2) - - -
--------------- --------------- --------------- ---------------
LOSS BEFORE TAXES AND OTHER ITEMS (74.1) - 3.8 -
--------------- --------------- --------------- ---------------
Income and mining taxes recovery (expense) 11.5 - - -
Non-controlling interest 0.3 - - -
Dividends on convertible preferred shares of subsidiary
company (0.8) - - -
--------------- --------------- --------------- ---------------
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (63.1) $ - $ 3.8 $ -
=============== =============== =============== ===============
LOSS PER SHARE
Basic and diluted $ (0.18)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (millions)
Basic and diluted 346.0
F-A51
CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
For the year ended December 31, 2005 GAINS ON RECLASSI-
MARKETABLE FICATION OF
SECURTIES AND FLOW CUMULATIVE
LONG-TERM EFFECT OF THROUGH TRANSLATION
INVESTMENTS SFAS 133 SHARES ADJUSTMENTS
--------------- --------------- --------------- ---------------
(D) (E) (F) (H)
REVENUE
Metal sales $ - $ 4.7 $ - $ -
OPERATING COSTS AND EXPENSES
Cost of sales (excludes accretion, depreciation,
depletion and amortization) - - - -
Accretion and reclamation expenses - - - -
Depreciation, depletion and amortization - - - -
--------------- --------------- --------------- ---------------
- 4.7 - -
Other operating expenses - - - -
Exploration and business development - - - -
General and administrative - - - -
Impariment charges:
Goodwill - - - -
Property, plant and equipment - - - -
Investments - - - -
Gain on disposal of assets - - - -
--------------- --------------- --------------- ---------------
OPERATING LOSS - 4.7 - -
--------------- --------------- --------------- ---------------
Other income (expense) - net - - - -
--------------- --------------- --------------- ---------------
LOSS BEFORE TAXES AND OTHER ITEMS - 4.7 - -
--------------- --------------- --------------- ---------------
Income and mining taxes expense - - - -
Non-controlling interest - - - -
Dividends on convertible preferred shares of subsidiary
company - - - -
--------------- --------------- --------------- ---------------
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ - $ 4.7 $ - $ -
=============== =============== =============== ===============
LOSS PER SHARE
Basic and diluted
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (millions)
Basic and diluted
------------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 2004
(D) (E) (F) (H)
REVENUE
Metal sales $ - $ 17.5 $ - $ -
OPERATING COSTS AND EXPENSES
Cost of sales (excludes accretion, depreciation,
depletion and amortization) - - - -
Accretion and reclamation expenses - - - -
Depreciation, depletion and amortization - - - -
--------------- --------------- --------------- ---------------
- 17.5 - -
Other operating expenses
Exploration and business development - - - -
General and administrative - - - -
Impariment charges:
Goodwill - - - -
Property, plant and equipment - - - -
Investments - - - -
Gain on disposal of assets - - - -
--------------- --------------- --------------- ---------------
OPERATING LOSS - 17.5 - -
--------------- --------------- --------------- ---------------
Other income (expense) - net - (1.4) - -
--------------- --------------- --------------- ---------------
LOSS BEFORE TAXES AND OTHER ITEMS - 16.1 - -
--------------- --------------- --------------- ---------------
Income and mining taxes recovery (expense) - - - -
Non-controlling interest - - - -
Dividends on convertible preferred shares of subsidiary
company - - - -
--------------- --------------- --------------- ---------------
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ - $ 16.1 $ - $ -
=============== =============== =============== ===============
LOSS PER SHARE
Basic and diluted
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (millions)
Basic and diluted
F-A52
CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
For the year ended December 31, 2005
RESTATEMENT
TO EQUITY
ACCOUNT FOR
INVESTMENT
TO ADJUST TO IN EFFECT OF GOODWILL UNDER
EQUITY BASIS ECHO BAY SFAS 143 IMPAIRMENT U.S. GAAP
--------------- --------------- --------------- --------------- ---------------
(I) (D) (J) (D)
Revenue
Metal sales $ - $ - $ - $ - $ 730.2
OPERATING COSTS AND EXPENSES
Cost of sales (excludes accretion,
depreciation, depletion and amortization) - - - - 448.1
Accretion and reclamation expenses - - - - 56.0
Depreciation, depletion and amortization - - - - 164.4
--------------- --------------- --------------- --------------- ---------------
- - - - 61.7
Other operating expenses - - - - 14.3
Exploration and business development - - - - 26.6
General and administrative - - - - 45.3
Impariment charges:
Goodwill - - - - 8.7
Property, plant and equipment - - - - 150.8
Investments - - - - 4.1
Gain on disposal of assets - - - - (6.0)
--------------- --------------- --------------- --------------- ---------------
OPERATING LOSS - - - - (182.1)
--------------- --------------- --------------- --------------- ---------------
Other income (expense) - net - - - - (17.0)
--------------- --------------- --------------- --------------- ---------------
LOSS BEFORE TAXES AND OTHER ITEMS - - - - (199.1)
--------------- --------------- --------------- --------------- ---------------
Income and mining taxes expense - - - - 12.9
Non-controlling interest - - - - 0.1
Dividends on convertible preferred shares of
subsidiary company - - - - (0.8)
--------------- --------------- --------------- --------------- ---------------
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ - $ - $ - $ - $ (186.9)
=============== =============== =============== =============== ===============
LOSS PER SHARE
Basic and diluted $ (0.54)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
(millions)
Basic and diluted 345.2
------------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 2004
(I) (D) (J) (D)
REVENUE
Metal sales $ - $ - $ - $ - $ 684.3
OPERATING COSTS AND EXPENSES
Cost of sales (excludes accretion,
depreciation, depletion and amortization) - - - - 402.4
Accretion and reclamation expenses - - - - 21.4
Depreciation, depletion and amortization - - - - 166.3
--------------- --------------- --------------- --------------- ---------------
- - - - 94.2
Other operating expenses 25.8
Exploration and business development - - - - 20.4
General and administrative - - - - 36.4
Impariment charges:
Goodwill - - - - 12.4
Property, plant and equipment - - - - 46.1
Investments - - - - 1.4
Gain on disposal of assets - - - - (1.7)
--------------- --------------- --------------- --------------- ---------------
OPERATING LOSS - - - - (46.6)
--------------- --------------- --------------- --------------- ---------------
Other income (expense) - net - - - - (7.6)
--------------- --------------- --------------- --------------- ---------------
LOSS BEFORE TAXES AND OTHER ITEMS - - - - (54.2)
--------------- --------------- --------------- --------------- ---------------
Income and mining taxes recovery (expense) - - - - 11.5
Non-controlling interest - - - - 0.3
Dividends on convertible preferred shares of
subsidiary company - - - - (0.8)
--------------- --------------- --------------- --------------- ---------------
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ - $ - $ - $ - $ (43.2)
=============== =============== =============== =============== ===============
LOSS PER SHARE
Basic and diluted $ (0.12)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
(millions)
Basic and diluted 346.0
F-A53
CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
For the year ended December 31, 2003
RECOGNITION ELIMINATION PROPERTY
OF DEFERRED OF EFFECTS OF PLANT AND
EXCHANGE RECOGNITION EQUIPMENT &
GAINS AND OF EQUITY AMORTIZATION REVERSAL OF
UNDER LOSSES ON COMPONENT DIFFERENCES 1991 AND
CDN CONVERTIBLE OF CONVERTIBLE FROM APPLYING 2003 DEFICIT
GAAP DEBENTURES DEBENTURES SFAS 121 ELIMINATIONS
--------------- --------------- --------------- --------------- ---------------
(A) (A) (B) (C)
REVENUE
Metal sales $ 571.9 $ - $ - $ - $ -
OPERATING COSTS AND EXPENSES
Cost of sales (excludes accretion,
depreciation, depletion amortization) 362.0 - - - -
Accretion and reclamation expenses 9.0 - - - -
Depreciation, depletion and amortization 172.7 - - (6.3) -
--------------- --------------- --------------- --------------- ---------------
28.2 - - 6.3 -
Other operating expenses 16.5 - - - -
Exploration and business development 24.3 - - - -
General and administrative 25.0 - - - -
Impariment charges:
Goodwill 394.4 - - - -
Property, plant and equipment 15.2 - - - -
Investments 1.9 - - - -
Gain on disposal of assets (29.5) - - - -
--------------- --------------- --------------- --------------- ---------------
OPERATING LOSS (419.6) - - 6.3 -
--------------- --------------- --------------- --------------- ---------------
Other income (expense) - net (49.5) (3.3) 18.8 - -
--------------- --------------- --------------- --------------- ---------------
LOSS BEFORE TAXES AND OTHER ITEMS (469.1) (3.3) 18.8 6.3 -
--------------- --------------- --------------- --------------- ---------------
Income and mining taxes recovery (expense) (4.1) - - - -
Non-controlling interest (0.2) - - - -
Share in income of investee companies - - - - -
Dividends on convertible preferred shares of
subsidiary company (0.8) - - - -
--------------- --------------- --------------- --------------- ---------------
NET LOSS BEFORE CUMULATIVE EFFECT OF
A CHANGE IN ACCOUNTING PRINCIPLE (474.2) (3.3) 18.8 6.3 -
Cumulative effect of a change in accounting
principle - - - - -
--------------- --------------- --------------- --------------- ---------------
NET LOSS (474.2) (3.3) 18.8 6.3 -
--------------- --------------- --------------- --------------- ---------------
ATTRIBUTABLE TO COMMON SHAREHOLDERS:
Net loss (474.2) (3.3) 18.8 6.3 -
Gain on redemption of equity component of
convertible debentures 32.0 - (32.0) - -
--------------- --------------- --------------- --------------- ---------------
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (442.2) $ (3.3) $ (13.2) $ 6.3 $ -
=============== =============== =============== =============== ===============
LOSS PER SHARE
Basic and diluted $ (1.43)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
(millions)
Basic and diluted 308.6
------------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN MILLIONS OF U.S. DOLLARS)
FOR THE YEAR ENDED DECEMBER 31, 2005 (A) (A) (B) (C)
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE
FOLLOWING ACTIVITIES:
OPERATING:
Net loss $ (216.0) $ - $ - $ 24.4 $ -
Items not affecting cash:
Depreciation, depletion and amortization 167.7 - - (3.3) -
Impairment charges 184.7 - - (21.1) -
Gain on disposal of assets (6.0) - - - -
Future income and mining taxes (15.0) - - - -
Deferred revenue realized - - - - -
Stock-based compensation expense 3.1 - - - -
Unrealized foreign exchange losses and other 1.8 - - - -
Changes in operating assets and liabilities:
Accounts receivable and other assets 2.7 - - - -
Inventories (9.9) - - - -
Accounts payable and accrued liabilities 20.6 - - - -
--------------- --------------- --------------- --------------- ---------------
CASH FLOW PROVIDED FROM OPERATING ACTIVITIES 133.7 - - - -
--------------- --------------- --------------- --------------- ---------------
INVESTING:
Additions to property, plant and equipment (142.4) - - - -
Business acquisitions, net of cash acquired - - - - -
Proceeds on sale of marketable securities 0.6 - - - -
Proceeds on sale of long-term investments and
other assets 19.8 - - - -
Additions to long-term investment and other
assets (16.9) - - - -
Proceeds from the sale of property, plant
and equipment 10.4 - - - -
Disposal of short-term investments 7.3 - - - -
Decrease in restricted cash 0.1 - - - -
--------------- --------------- --------------- --------------- ---------------
CASH FLOW USED IN INVESTING ACTIVITIES (121.1) - - - -
--------------- --------------- --------------- --------------- ---------------
FINANCING:
Issurance of common shares 1.9 - - - -
Debt issue costs (0.5) - - - -
Proceeds from issuance of debt 50.5 - - - -
Repayment of debt (16.2) - - - -
--------------- --------------- --------------- --------------- ---------------
CASH FLOW PROVIDED FROM FINANCING ACTIVITIES 35.7 - - - -
--------------- --------------- --------------- --------------- ---------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 1.4 - - - -
--------------- --------------- --------------- --------------- ---------------
INCREASE IN CASH AND CASH EQUIVALENTS 49.7 - - - -
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 47.9 - - - -
--------------- --------------- --------------- --------------- ---------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 97.6 $ - $ - $ - $ -
=============== =============== =============== =============== ===============
F-A54
CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
FOR THE YEAR ENDED DECEMBER 31, 2003 GAINS RECLASSI-
ON MARKETABLE FICATION OF
SECURTIES FLOW CUMULATIVE
AND LONG-TERM EFFECT OF THROUGH TRANSLATION TO ADJUST TO
INVESTMENTS SFAS 133 SHARES ADJUSTMENTS EQUITY BASIS
------------- ---------- ------- ----------- ------------
(D) (E) (F) (H) (I)
REVENUE
Metal sales $ - $ (2.8) $ - $ - $ (6.0)
OPERATING COSTS AND EXPENSES
Cost of sales (excludes accretion, depreciation, depletion
and amortization) - - - - (2.9)
Accretion and reclamation expenses - - - - -
Depreciation, depletion and amortization - - - - (1.2)
------------- ---------- ------- ----------- ------------
- (2.8) - - (1.9)
Other operating expenses - - - - -
Exploration and business development - - - - (0.1)
General and administrative - - - - -
Impariment charges:
Goodwill - - - - -
Property, plant and equipment - - - - -
Investments - - - - -
Gain on disposal of assets - - - - -
------------- ---------- ------- ----------- ------------
OPERATING LOSS - (2.8) - - (1.8)
------------- ---------- ------- ----------- ------------
Other income (expense) - net - 2.1 - - 0.3
------------- ---------- ------- ----------- ------------
LOSS BEFORE TAXES AND OTHER ITEMS - (0.7) - - (1.5)
------------- ---------- ------- ----------- ------------
Income and mining taxes recovery (expense) - - - - 0.4
Non-controlling interest - - - - -
Share in income of investee companies - - - - 1.1
Dividends on convertible preferred shares of subsidiary company - - - - -
------------- ---------- ------- ----------- ------------
NET LOSS BEFORE CUMULATIVE EFFECT OF
A CHANGE IN ACCOUNTING PRINCIPLE - (0.7) - - -
Cumulative effect of a change in accounting principle - - - - -
------------- ---------- ------- ----------- ------------
NET LOSS - (0.7) - - -
------------- ---------- ------- ----------- ------------
ATTRIBUTABLE TO COMMON SHAREHOLDERS:
Net loss - (0.7) - - -
Gain on redemption of equity component of convertible debentures - - - - -
------------- ---------- ------- ----------- ------------
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ - $ (0.7) $ - $ - $ -
============= ========== ======= =========== ============
LOSS PER SHARE
Basic and diluted
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (millions)
Basic and diluted
------------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN MILLIONS OF U.S. DOLLARS)
FOR THE YEAR ENDED DECEMBER 31, 2005 (D) (E) (F) (H) (I)
(D) (J) (D)
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES:
OPERATING:
Net loss $ - $ 4.7 $ - $ - $ -
Items not affecting cash:
Depreciation, depletion and amortization - - - - -
Impairment charges - - - - -
Gain on disposal of assets - - - - -
Future income and mining taxes - - - - -
Deferred revenue realized - (4.7) - - -
Stock-based compensation expense - - - - -
Unrealized foreign exchange losses and other - - - - -
Changes in operating assets and liabilities:
Accounts receivable and other assets - - - - -
Inventories - - - - -
Accounts payable and accrued liabilities - - - - -
------------- ---------- ------- ----------- ------------
CASH FLOW PROVIDED FROM OPERATING ACTIVITIES - - - - -
------------- ---------- ------- ----------- ------------
INVESTING:
Additions to property, plant and equipment - - - - -
Business acquisitions, net of cash acquired - - - - -
Proceeds on sale of marketable securities - - - - -
Proceeds on sale of long-term investments and other assets - - - - -
Additions to long-term investment and other assets - - - - -
Proceeds from the sale of property, plant and equipment - - - - -
Disposal of short-term investments - - - - -
Decrease in restricted cash - - - - -
------------- ---------- ------- ----------- ------------
CASH FLOW USED IN INVESTING ACTIVITIES - - - - -
------------- ---------- ------- ----------- ------------
FINANCING:
Issurance of common shares - - - - -
Debt issue costs - - - - -
Proceeds from issuance of debt - - - - -
Repayment of debt - - - - -
------------- ---------- ------- ----------- ------------
CASH FLOW PROVIDED FROM FINANCING ACTIVITIES - - - - -
------------- ---------- ------- ----------- ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH - - - - -
------------- ---------- ------- ----------- ------------
INCREASE IN CASH AND CASH EQUIVALENTS - - - - -
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR - - - - -
------------- ---------- ------- ----------- ------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ - $ - $ - $ - $ -
============= ========== ======= =========== ============
F-A55
RESTATEMENT
TO EQUITY
ACCOUNT FOR
INVESTMENT IN EFFECT OF GOODWILL UNDER
ECHO BAY SFAS 143 IMPAIRMENT U.S. GAAP
------------- --------- ---------- ---------
(D) (J) (D)
REVENUE
Metal sales $ - $ - $ - $ 563.1
OPERATING COSTS AND EXPENSES
Cost of sales (excludes accretion, depreciation, depletion - - - 359.1
and amortization)
Accretion and reclamation expenses - - - 9.0
Depreciation, depletion and amortization - - - 165.2
------------- --------- ---------- ---------
- - - 29.8
Other operating expenses - - - 16.5
Exploration and business development - - - 24.2
General and administrative - - - 25.0
Impariment charges:
Goodwill - - 40.2 434.6
Property, plant and equipment - - - 15.2
Investments - - - 1.9
Gain on disposal of assets - - - (29.5)
------------- --------- ---------- ---------
OPERATING LOSS - - (40.2) (458.1)
------------- --------- ---------- ---------
Other income (expense) - net - - - (31.6)
------------- --------- ---------- ---------
LOSS BEFORE TAXES AND OTHER ITEMS - - (40.2) (489.7)
------------- --------- ---------- ---------
Income and mining taxes recovery (expense) - - - (3.7)
Non-controlling interest - - - (0.2)
Share in income of investee companies (1.0) - - 0.1
Dividends on convertible preferred shares of subsidiary
company - - - (0.8)
------------- --------- ---------- ---------
NET LOSS BEFORE CUMULATIVE EFFECT OF
A CHANGE IN ACCOUNTING PRINCIPLE (1.0) - (40.2) (494.3)
Cumulative effect of a change in accounting principle - (11.6) - (11.6)
------------- --------- ---------- ---------
NET LOSS (1.0) (11.6) (40.2) (505.9)
------------- --------- ---------- ---------
ATTRIBUTABLE TO COMMON SHAREHOLDERS:
Net loss (1.0) (11.6) (40.2) (505.9)
Gain on redemption of equity component of convertible
debentures - - - -
------------- --------- ---------- ---------
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS
$ (1.0) $ (11.6) $ (40.2) $ (505.9)
LOSS PER SHARE ============= ========= ========== =========
Basic and diluted
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (millions)
Basic and diluted
----------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN MILLIONS OF U.S. DOLLARS) 308.6
FOR THE YEAR ENDED DECEMBER 31, 2005 ------------- --------- ---------- ---------
(D) (J) (D)
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING
ACTIVITIES: $ - $ - $ - $ (186.9)
OPERATING:
Net loss - - - 164.4
Items not affecting cash: - - - 163.6
Depreciation, depletion and amortization - - - (6.0)
Impairment charges - - - (15.0)
Gain on disposal of assets - - - (4.7)
Future income and mining taxes - - - 3.1
Deferred revenue realized - - - 1.8
Stock-based compensation expense
Unrealized foreign exchange losses and other - - - 2.7
Changes in operating assets and liabilities: - - - (9.9)
Accounts receivable and other assets - - - 20.6
Inventories ------------- --------- ---------- ---------
Accounts payable and accrued liabilities - - - 133.7
------------- --------- ---------- ---------
CASH FLOW PROVIDED FROM OPERATING ACTIVITIES
- - - (142.4)
INVESTING: - - - -
Additions to property, plant and equipment - - - 0.6
Business acquisitions, net of cash acquired - - - 19.8
Proceeds on sale of marketable securities - - - (16.9)
Proceeds on sale of long-term investments and other assets - - - 10.4
Additions to long-term investment and other assets - - - 7.3
Proceeds from the sale of property, plant and equipment - - - 0.1
Disposal of short-term investments ------------- --------- ---------- ---------
Decrease in restricted cash - - - (121.1)
------------- --------- ---------- ---------
CASH FLOW USED IN INVESTING ACTIVITIES
- - - 1.9
FINANCING: - - - (0.5)
Issurance of common shares - - - 50.5
Debt issue costs - - - (16.2)
Proceeds from issuance of debt ------------- --------- ---------- ---------
Repayment of debt - - - 35.7
------------- --------- ---------- ---------
CASH FLOW PROVIDED FROM FINANCING ACTIVITIES - - - 1.4
------------- --------- ---------- ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH - - - 49.7
- - - 47.9
INCREASE IN CASH AND CASH EQUIVALENTS ------------- --------- ---------- ---------
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR $ - $ - $ - $ 97.6
============= ========= ========== =========
CASH AND CASH EQUIVALENTS, END OF YEAR
F-A56
CONSOLIDATED STATEMENTS OF CASH FLOWS ELIMINATION PROPERTY,
(EXPRESSED IN MILLIONS OF U.S. DOLLARS) RECOGNITION OF EFFECTS OF PLANT AND
FOR THE YEAR ENDED DECEMBER 31, 2004 OF DEFERRED RECOGNITION EQUIPMENT &
EXCHANGE OF EQUITY AMORTIZATION REVERSAL OF
UNDER GAINS/LOSSES COMPONENT DIFFERENCES 1991 AND
CDN ON CONVERTIBLE OF CONVERTIBLE FROM APPLYING 2003 DEFICIT
GAAP DEBENTURES DEBENTURES SFAS 121 ELIMINATIONS
------- -------------- -------------- ------------- ------------
(A) (A) (B) (C)
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING
ACTIVITIES:
OPERATING:
Net loss $ (63.1) $ - $ - $ 3.8 $ -
Items not affecting cash:
Depreciation, depletion and amortization 170.1 - - (3.8) -
Impairment charges 59.9 - - - -
Gain on disposal of assets (1.7) - - - -
Future income and mining taxes (29.3) - - - -
Deferred revenue realized (6.3) - - - -
Stock-based compensation 1.8 - - - -
Unrealized foreign exchange losses and other 1.3 - - - -
Changes in operating assets and liabilities
Accounts receivable and other assets 4.2 - - - -
Inventories (19.3) - - - -
Accounts payable and accrued liabilities 43.6 - - - -
------- -------------- -------------- ------------- ------------
CASH FLOW PROVIDED FROM OPERATING ACTIVITIES 161.2 - - - -
------- -------------- -------------- ------------- ------------
INVESTING:
Additions to property, plant and equipment (169.5) - - - -
Business acquisitions, net of cash acquired (261.2) - - - -
Proceeds on sale of marketable securities 0.7 - - - -
Proceeds on sale of long-term investments and other assets 14.6 - - - -
Additions to long-term investments and other assets (26.4) - - - -
Proceeds from the sale of property, plant and equipment 1.5 - - - -
Additions to short-term investments (5.7) - - - -
Decrease in restricted cash 3.7 - - - -
------- -------------- -------------- ------------- ------------
CASH FLOW USED IN INVESTING ACTIVITIES (442.3) - - - -
------- -------------- -------------- ------------- ------------
FINANCING:
Repurchase of common shares (11.8) - - - -
Issuance of common shares 3.1 - - - -
Debt issue costs (1.4) - - - -
Proceeds from issuance of debt 119.5 - - - -
Repayment of debt (26.8) - - - -
------- -------------- -------------- ------------- ------------
CASH FLOW PROVIDED FROM FINANCING ACTIVITIES 82.6 - - - -
------- -------------- -------------- ------------- ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 0.6 - - - -
------- -------------- -------------- ------------- ------------
INCREASE IN CASH AND CASH EQUIVALENTS (197.9) - - - -
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 245.8 - - - -
------- -------------- -------------- ------------- ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 47.9 $ - $ - $ - $ -
======= ============== ============== ============= ============
---------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 2003 (A) (A) (B) (C)
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING
ACTIVITIES:
OPERATING:
Net loss $(474.2) $ (3.3) $ 18.8 $ 6.3 $ -
Items not affecting cash:
Depreciation, depletion and amortization 172.7 - - (6.3) -
Impairment charges 411.5 - - - -
Gain on disposal of assets (29.5) - - - -
Future income and mining taxes (12.7) - - - -
Deferred revenue realized (2.3) - - - -
Cumulative effect of a change in accounting principle - - - - -
Unrealized foreign exchange losses and other 60.4 3.3 (16.5) - -
Changes in operating assets and liabilities
Accounts receivable (1.7) - - - -
Inventories (11.3) - - - -
Accounts payable and accrued liabilities (29.9) - - - -
------- -------------- -------------- ------------- ------------
CASH FLOW PROVIDED FROM OPERATING ACTIVITIES 83.0 - 2.3 - -
------- -------------- -------------- ------------- ------------
INVESTING:
Additions to property, plant and equipment (73.4) - - - -
Business acquisitions, net of cash acquired (81.9) - - - -
Proceeds on sale of marketable securities 4.6 - - - -
Proceeds on sale of long-term investments and other assets 63.3 - - - -
Additions to long-term investments and other assets (6.1) - - - -
Proceeds from the sale of property, plant and equipment 5.9 - - - -
Decrease in restricted cash 37.5 - - - -
------- -------------- -------------- ------------- ------------
CASH FLOW USED IN INVESTING ACTIVITIES (50.1) - - - -
------- -------------- -------------- ------------- ------------
FINANCING:
Issuance of common shares 187.9 - - - -
Redemption of convertible depentures (144.8) - - - -
Acquisition of convertible preferred shares of subsidiary
company (0.3) - - - -
Reduction of debt component of convertible debentures 2.3 - (2.3) - -
Repayment of debt (10.5) - - - -
------- -------------- -------------- ------------- ------------
CASH FLOW PROVIDED FROM FINANCING ACTIVITIES 34.6 - (2.3) - -
------- -------------- -------------- ------------- ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 7.7 - - - -
------- -------------- -------------- ------------- ------------
INCREASE IN CASH AND CASH EQUIVALENTS 75.2 - - - -
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 170.6 - - - -
------- -------------- -------------- ------------- ------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 245.8 $ - $ - $ - $ -
======= ============== ============== ============= ============
F-A57
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN MILLIONS OF U.S. DOLLARS)
FOR THE YEAR ENDED DECEMBER 31, 2004 GAINS ON RECLASSI-
MARKETABLE FICATION OF
SECURTIES AND FLOW CUMULATIVE
LONG-TERM FFECT OF THROUGH TRANSLATION TO ADJUST TO
INVESTMENTS SFAS 133 SHARES ADJUSTMENTS EQUITY BASIS
------------- -------- ------- ----------- -------------
(D) (E) (F) (H) (I)
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES:
OPERATING:
Net loss $ - $ 16.1 $ - $ - $ -
Items not affecting cash:
Depreciation, depletion and amortization - - - - -
Impairment charges - - - - -
Gain on disposal of assets - - - - -
Future income and mining taxes - - - - -
Deferred revenue realized - 6.9 - - -
Stock-based compensation - - - - -
Unrealized foreign exchange losses and other - (0.3) - - -
Changes in operating assets and liabilities
Accounts receivable and other assets - - - - -
Inventories - - - - -
Accounts payable and accrued liabilities - (22.7) - - -
------------- -------- ------- ----------- -------------
CASH FLOW PROVIDED FROM OPERATING ACTIVITIES - - - - -
------------- -------- ------- ----------- -------------
INVESTING:
Additions to property, plant and equipment - - - - -
Business acquisitions, net of cash acquired - - - - -
Proceeds on sale of marketable securities - - - - -
Proceeds on sale of long-term investments and other assets - - - - -
Additions to long-term investments and other assets - - - - -
Proceeds from the sale of property, plant and equipment - - - - -
Additions to short-term investments - - - - -
Decrease in restricted cash - - - - -
------------- -------- ------- ----------- -------------
CASH FLOW USED IN INVESTING ACTIVITIES - - - - -
------------- -------- ------- ----------- -------------
FINANCING:
Repurchase of common shares - - - - -
Issuance of common shares - - - - -
Debt issue costs - - - - -
Proceeds from issuance of debt - - - - -
Repayment of debt - - - - -
------------- -------- ------- ----------- -------------
CASH FLOW PROVIDED FROM FINANCING ACTIVITIES - - - - -
------------- -------- ------- ----------- -------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH - - - - -
------------- -------- ------- ----------- -------------
INCREASE IN CASH AND CASH EQUIVALENTS - - - - -
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - - - - -
------------- -------- ------- ----------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ - $ - $ - $ - $ -
============= ======== ======= =========== =============
------------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN MILLIONS OF U.S. DOLLARS)
FOR THE YEAR ENDED DECEMBER 31, 2003 (D) (E) (F) (H) (I)
(D) (J) (D)
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES:
OPERATING:
Net loss $ - $ (0.7) $ - $ - $ -
Items not affecting cash:
Depreciation, depletion and amortization - - - - (1.2)
Impairment charges - - - - -
Gain on disposal of assets - - - - -
Future income and mining taxes - - - - -
Deferred revenue realized - 2.2 - - -
Cumulative effect of a change in accounting principle - - - - -
Unrealized foreign exchange losses and other - (3.2) - - (1.1)
Changes in operating assets and liabilities
Accounts receivable - - - - -
Inventories - - - - -
Accounts payable and accrued liabilities - 1.7 - - -
------------- -------- ------- ----------- -------------
CASH FLOW PROVIDED FROM OPERATING ACTIVITIES - - - - (2.3)
------------- -------- ------- ----------- -------------
INVESTING:
Additions to property, plant and equipment - - - - -
Business acquisitions, net of cash acquired - - - - -
Proceeds on sale of marketable securities - - - - -
Proceeds on sale of long-term investments and other assets - - - - -
Additions to long-term investments and other assets - - - - 31.7
Proceeds from the sale of property, plant and equipment - - - - -
Decrease in restricted cash - - - - -
------------- -------- ------- ----------- -------------
CASH FLOW USED IN INVESTING ACTIVITIES - - - - 31.7
------------- -------- ------- ----------- -------------
FINANCING:
Issuance of common shares - - - - -
Redemption of convertible depentures - - - - -
Acquisition of convertible preferred shares of subsidiary company - - - - -
Reduction of debt component of convertible debentures - - - - -
Repayment of debt - - - - -
------------- -------- ------- ----------- -------------
CASH FLOW PROVIDED FROM FINANCING ACTIVITIES - - - - -
------------- -------- ------- ----------- -------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH - - - - -
------------- -------- ------- ----------- -------------
INCREASE IN CASH AND CASH EQUIVALENTS - - - - 29.4
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR - - - - (29.4)
------------- -------- ------- ----------- -------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ - $ - $ - $ - $ -
============= ======== ======= =========== =============
F-A58
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN MILLIONS OF U.S. DOLLARS) RESTATEMENT
FOR THE YEAR ENDED DECEMBER 31, 2004 TO EQUITY
ACCOUNT FOR
INVESTMENT IN EFFECT OF GOODWILL UNDER
ECHO BAY SFAS 143 IMPAIRMENT U.S. GAAP
------------- --------- ----------- ----------
(D) (J) (D)
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES:
OPERATING:
Net loss $ - $ - $ - $ (43.2)
Items not affecting cash:
Depreciation, depletion and amortization - - - 166.3
Impairment charges - - - 59.9
Gain on disposal of assets - - - (1.7)
Future income and mining taxes - - - (29.3)
Deferred revenue realized - - - 0.6
Stock-based compensation - - - 1.8
Unrealized foreign exchange losses and other - - - 1.0
Changes in operating assets and liabilities
Accounts receivable and other assets - - - 4.2
Inventories - - - (19.3)
Accounts payable and accrued liabilities - - - 20.9
------------- --------- ----------- ----------
CASH FLOW PROVIDED FROM OPERATING ACTIVITIES - - - 161.2
------------- --------- ----------- ----------
INVESTING:
Additions to property, plant and equipment - - - (169.5)
Business acquisitions, net of cash acquired - - - (261.2)
Proceeds on sale of marketable securities - - - 0.7
Proceeds on sale of long-term investments and other assets - - - 14.6
Additions to long-term investments and other assets - - - (26.4)
Proceeds from the sale of property, plant and equipment - - - 1.5
Additions to short-term investments - - - (5.7)
Decrease in restricted cash - - - 3.7
------------- --------- ----------- ----------
CASH FLOW USED IN INVESTING ACTIVITIES - - - (442.3)
------------- --------- ----------- ----------
FINANCING:
Repurchase of common shares - - - (11.8)
Issuance of common shares - - - 3.1
Debt issue costs - - - (1.4)
Proceeds from issuance of debt - - - 119.5
Repayment of debt - - - (26.8)
------------- --------- ----------- ----------
CASH FLOW PROVIDED FROM FINANCING ACTIVITIES - - - 82.6
------------- --------- ----------- ----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH - - - 0.6
------------- --------- ----------- ----------
INCREASE IN CASH AND CASH EQUIVALENTS - - - (197.9)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - - - 245.8
------------- --------- ----------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ - $ - $ - $ 47.9
============== ========== ============ ===========
----------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN MILLIONS OF U.S. DOLLARS)
FOR THE YEAR ENDED DECEMBER 31, 2003
(D) (J) (D)
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES:
OPERATING:
Net loss $ (1.0) $ (11.6) $ (40.2) $ (505.9)
Items not affecting cash:
Depreciation, depletion and amortization - - - 165.2
Impairment charges - - 40.2 451.7
Gain on disposal of assets - - - (29.5)
Future income and mining taxes - - - (12.7)
Deferred revenue realized - - - (0.1)
Cumulative effect of a change in accounting principle - 11.6 - 11.6
Unrealized foreign exchange losses and other 1.0 - - 43.9
Changes in operating assets and liabilities
Accounts receivable - - - (1.7)
Inventories - - - (11.3)
Accounts payable and accrued liabilities - - - (28.2)
------------- --------- ----------- ----------
CASH FLOW PROVIDED FROM OPERATING ACTIVITIES - - - 83.0
------------- --------- ----------- ----------
INVESTING:
Additions to property, plant and equipment - - - (73.4)
Business acquisitions, net of cash acquired - - - (81.9)
Proceeds on sale of marketable securities - - - 4.6
Proceeds on sale of long-term investments and other assets - - - 63.3
Additions to long-term investments and other assets - - - 25.6
Proceeds from the sale of property, plant and equipment - - - 5.9
Decrease in restricted cash - - - 37.5
------------- --------- ----------- ----------
CASH FLOW USED IN INVESTING ACTIVITIES - - - (18.4)
------------- --------- ----------- ----------
FINANCING:
Issuance of common shares - - - 187.9
Redemption of convertible depentures - - - (144.8)
Acquisition of convertible preferred shares of subsidiary company - - - (0.3)
Reduction of debt component of convertible debentures - - - -
Repayment of debt - - - (10.5)
------------- --------- ----------- ----------
CASH FLOW PROVIDED FROM FINANCING ACTIVITIES - - - 32.3
------------- --------- ----------- ----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH - - - 7.7
------------- --------- ----------- ----------
INCREASE IN CASH AND CASH EQUIVALENTS - - - 104.6
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR - - - 141.2
------------- --------- ----------- ----------
CASH AND CASH EQUIVALENTS, END OF YEAR $ - $ - $ - $ 245.8
============= ========= =========== ==========
F-A59
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
The Company's statements of comprehensive loss under U.S. GAAP are as follows:
-------------------------------------------------------------------------------------------------------
TWELVE MONTHS ENDED DECEMBER 31,
-------------------------------------------------------------------------------------------------------
2005 2004 2003
-------------------------------------------------------------------------------------------------------
Net loss for the period under U.S. GAAP $ (186.9) $ (43.2) $ (505.9)
-------------------------------------------------------------------------------------------------------
Change in currency translation adjustments
- - 22.2
-------------------------------------------------------------------------------------------------------
Change in unrealized gains on marketable securities
-------------------------------------------------------------------------------------------------------
and long-term investments(d)
0.9 (1.6) (6.4)
-------------------------------------------------------------------------------------------------------
SFAS 133(e)
- (0.3) (3.2)
-------------------------------------------------------------------------------------------------------
Change in minimum pension liability
(1.1) (0.2) (3.1)
-------------------------------------------------------------------------------------------------------
Comprehensive loss under U.S. GAAP $ (187.1) $ (45.3) $ (496.4)
-------------------------------------------------------------------------------------------------------
(a) Under CDN GAAP, the convertible debentures, described in Note 11, were
accounted for in accordance with their substance and, as such, were presented in
the financial statements in their liability and equity component parts. The
Company 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.
Under U.S. GAAP, the reduction of the debt component of convertible debentures
is treated as interest expense and as a cash flow from operating activities.
Under CDN GAAP, the interest expense is classified as a financing activity.
(b) Under U.S. GAAP, 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 would be reduced and the
accumulated 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. In subsequent periods, the
methodology for calculating asset impairment under CDN GAAP was harmonized with
U.S. GAAP, requiring the use of discounted cash flows. However, under CDN GAAP,
the changed was not made retroactively and, as a result, the difference
remained. Under U.S. GAAP, in periods subsequent to the impairment, the lower
property, plant and equipment carrying value would have resulted in lower
depreciation, depletion and amortization expense. Under U.S. GAAP, during the
years ended December 31, 2005, 2004 and 2003, depreciation, depletion and
amortization would have been reduced by $3.3 million, $3.8 million and $6.3
million, respectively, to reflect the above. As a result, the net reduction to
property, plant and equipment, as at December 31, 2005, would be $21.1 million
with an increase to the accumulated deficit of the same amount (December 31,
2004 - $24.4 million). At December 31, 2005 and 2004, the reduced property,
plant and equipment related entirely to the Fort Knox mine.
During the fourth quarter of 2005, for CDN GAAP purposes, the Company recorded
an impairment charge to property, plant and equipment totaling $171.9 million,
of which $141.8 million related to Fort Knox. Due to the mine's carrying value
under U.S. GAAP being $21.1 million lower, the impairment charge recorded in
2005 would have been decreased by $21.1 million.
(c) CDN GAAP allows for the elimination of operating deficits by the reduction
of stated capital attributable to common shares with a corresponding offset to
the accumulated deficit. For CDN GAAP, the Company eliminated operating deficits
of $761.4 million and $5.3 million in 2003 and 1991, respectively. These
reclassifications are not permitted by U.S. GAAP and would require in each
subsequent year a cumulative increase in share capital and a cumulative increase
in deficit of $766.7 million.
F-A60
(d) Under CDN GAAP, unrealized gains 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 $6.5 million
and $5.5 million at December 31, 2005 and December 31, 2004, respectively, and
marketable securities of $0.1 million at December 31, 2004, are included as a
component of comprehensive income (loss).
Furthermore, U.S. GAAP requires that the transaction on April 3, 2002, whereby
the Company 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. Fair value of the Echo Bay common shares received,
under U.S. GAAP, was $49.1 million, representing 57.1 million common shares at
$0.86 each, being the closing market price of such shares on April 3, 2002. Fair
value is not discounted for liquidity concerns or other valuation
considerations. The resulting gain of $42.5 million, after deducting the $6.6
million carrying value of the debt securities exchanged, increased the carrying
value of this investment and was included in earnings for the year ended
December 31, 2002. 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, the Company accounted for its
share investment in Echo Bay as an available-for-sale security under U.S. GAAP.
At January 31, 2003, when the Company acquired the remaining outstanding common
shares of Echo Bay, the Company 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, the Company
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, the Company 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, the Company 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.
For the year ended December 31, 2003, the Company, using its goodwill impairment
testing methodology, computed a goodwill impairment charge of $40.2 million
reducing the additional goodwill balance, under U.S. GAAP, at December 31, 2003
to $0.6 million. As at December 31, 2005 and December 31, 2004, the additional
goodwill, under U.S. GAAP, remained $0.6 million.
(e) Effective January 1, 2004, the Company adopted Accounting Guideline 13
("AcG-13"), "Hedging Relationships," which provides guidance concerning
documentation and effectiveness testing for derivative contracts. Derivative
instruments that do not qualify as a hedge under AcG-13, or are not designated
as a hedge, are recorded on the balance sheet at fair value with changes in fair
value recognized in earnings. Upon the adoption of AcG-13, certain derivative
instruments that had been previously accounted for as hedges failed to meet the
requirements of AcG-13 for formal hedge accounting. As a result, on January 1,
2004, the fair value of the outstanding derivative financial instruments, which
were not designated or did not qualify as effective hedging relationships, were
deferred on balance sheet and recognized in earnings when the previously
designated hedged item occurred. Prior to the adoption of AcG-13, the Company
applied hedge accounting to its derivative financial instruments. These
instruments remained off balance sheet until the hedged transaction was
recorded. In addition, realized gains or losses on derivatives instruments that
were closed out prior to their maturity were deferred and recognized in earnings
when the previously designated hedged item occurred.
On January 1, 2001, the Company 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 and FASB Statements No. 149. 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. Realized and
unrealized gains and losses on derivative instruments included in other
comprehensive income on transition at January 1, 2001 were reclassified into
mining revenue for cash flow hedges of forecasted commodity sales and foreign
exchange gain (loss) on forecasted foreign currency revenue or expense when the
previously hedged forecasted revenue or expense occurred.
F-A61
In previous years, the Company had designated its spot deferred gold forward
contracts and foreign currency forward contracts as cash flow hedges and applied
hedge accounting to effective hedging relationships. The result of the
application of hedge accounting was that the derivative contracts were recorded
on balance sheet with changes in fair value recognized in other comprehensive
income to the extent effective and any ineffectiveness recorded in earnings in
the period it occurred.
At December 31, 2005, the application of SFAS 133 did not result in any
differences between CDN and U.S. GAAP. However, for the year ended December 31,
2005, SFAS 133 would have resulted in an increase to revenue and a resultant
decrease in the loss under U.S. GAAP of $4.7 million. At December 31, 2004, the
application of SFAS 133 results in a decrease in accounts receivable and other
assets and an increase in accumulative deficit of $4.7 million. In addition, as
a result of applying SFAS 133, there would be an increase of $17.5 million to
revenue and a decrease of $1.4 million to other income for a total decrease in
the loss under U.S. GAAP of $16.1 million. For the year ended December 31, 2003,
the net loss under U.S. GAAP would have increased by $0.7 million.
(f) Under Canadian income tax legislation, a company is permitted to issue
shares, known as flow-through shares, whereby the company agrees to incur
qualifying expenditures and renounce the related income tax deductions to the
investors. The Company accounted for the issue of flow-through shares issued in
2001 using the deferral method in accordance with CDN GAAP. At the time of
issue, the funds received were recorded as share capital. Qualifying
expenditures were made in 2002. For U.S. GAAP, the premium paid in excess of the
market value of $1.1 million was credited to other liabilities and included in
income as the qualifying expenditures were made. As at December 31, 2005 and
December 31, 2004, the application of U.S. GAAP would result in a decrease in
common share capital of $1.1 million and a corresponding reduction in
accumulated deficit.
(g) The terms "proven and probable reserves", "exploration", "development", and
"production" have the same meaning under both U.S. and CDN GAAP. Exploration
costs incurred are expensed at the same point in time based on the same criteria
under both U.S. and CDN GAAP. In addition, mining related costs are only
capitalized after proven and probable reserves have been designated under both
U.S. and CDN GAAP.
(h) Under CDN GAAP, the unrealized translation gains and losses on the
Company's net investment in self-sustaining operations translated using the
current rate method accumulated in a separate component of shareholders' equity,
described as cumulative translation adjustments, on the consolidated balance
sheets. Under U.S. GAAP, the unrealized translation gains and losses would not
accumulate in a separate component of shareholders' equity but rather as an
adjustment to other comprehensive income. As indicated in Note 3, as of
September 29, 2003, the functional currency of all the Company's operations is
the U.S. dollar. Prior to that date, the currency of measurement for certain
operations domiciled in Canada was the Canadian dollar. As such, the $1.2
million accumulated translation loss in other comprehensive income will only
become realized in earnings upon the substantial disposition, liquidation or
closure of the mining property or investment that gave rise to such amounts.
(i) Under CDN GAAP, Kinross proportionately consolidates its interests in the
following incorporated joint ventures: MDO (La Coipa), MSG (Crixas), CMM
(Refugio) and, prior to the Company's purchase of the remaining 51% at December
31, 2004, RPM (Paracatu). In addition, the Company proportionately consolidates
its interests in the following unincorporated joint ventures: Round Mountain,
Porcupine Joint Venture, Musselwhite and New Britannia. Prior to March 1, 2003,
the investment in Omolon was also proportionately consolidated under CDN GAAP.
Effective March 1, 2003, following the Company's increase in share ownership to
98.1%, as described in Note 5, Omolon is fully consolidated under both CDN and
U.S. GAAP.
These investments are accounted for using the equity method under U.S. GAAP. The
Company relies on an accommodation provided for in Item 17(c)(2)(vii) of SEC
Form 20-F, which permits a company using the equity method for U.S. GAAP to omit
the differences arising from the use of proportionate consolidation under CDN
GAAP. Each of the joint ventures listed, except Omolon prior to March 1, 2003,
qualifies for this accommodation on the basis that it is an operating entity,
the significant financial and operating policies of which are, by contractual
arrangement, jointly controlled by all parties having an equity interest in the
entity.
With respect to Omolon prior to March 1, 2003, the Company concluded that it did
not meet the criteria outlined for the accommodation. Therefore, the financial
information of Omolon has been disclosed using the equity method for U.S. GAAP
purposes for periods prior to March 1, 2003. Under the equity method, an
investment in common shares is generally shown in the balance sheet of an
investor as a single amount as "Investment in investee
F-A62
company". Likewise, an investor's share of earnings or losses from its
investment is ordinarily shown in its statement of operations as a single amount
as "Share of income of investee company."
(j) Effective January 1, 2004, the Company adopted CICA Section 3110 "Asset
Retirement Obligations" ("CICA 3110") for CDN GAAP, which is essentially the
same as the United States' SFAS 143, "Accounting for Asset Retirement
Obligations" that was applicable to the Company's 2003 fiscal year for U.S. GAAP
purposes. However, the $11.6 million increase in deficit as at January 1, 2003,
under CDN GAAP, would have been recorded in earnings as a cumulative change in
accounting principle for the year ended December 31, 2003, under U.S. GAAP.
There would be no differences between the balance sheets as at December 31, 2005
and December 31, 2004, or between the statement of operations for the years
ended December 31, 2005 and 2004, prepared under U.S. GAAP for this matter,
compared to the balance sheets and statement of operations presented under CDN
GAAP. The cumulative effect of a change in accounting policy under U.S. GAAP
would result in an increase of $11.6 million, or $0.04 per share, to the net
loss for the year ended December 31, 2003.
(k) 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 the Company to record a minimum liability and does not have the concept
of other comprehensive income. During the year, the Company recorded a minimum
pension liability of $4.4 million (2004 - $3.3 million) with a corresponding
decrease in other comprehensive income. None of the additional liability relates
to unrecognized prior service cost.
(l) Effective January 1, 2004, the Company adopted the amended Canadian
accounting standard for stock-based compensation which requires the use of the
fair value method to calculate all stock-based compensation associated with
granting stock options. For purposes of reconciliation to U.S. GAAP, the Company
has adopted SFAS No. 148, "Accounting for Stock-Based Compensation - Transition
and Disclosure, an amendment to SFAS No. 123" ("SFAS 148"), which is similar to
the new amended Canadian standard, in 2004. Accordingly, adoption of these new
Canadian and U.S. standards does not result in any difference in the calculation
of stock-based compensation expense. However, the transitional provisions under
the U.S. standard allow the effects of the fair value method to be accounted for
under the modified prospective method, which requires the accounting for
stock-based compensation expense subsequent to the date of adoption as if the
fair value method was applied to all options granted since January 31, 1995.
Prior to January 1, 2004, under U.S. GAAP, stock-based compensation was
accounted for based on a fair value methodology, although the effects could be
disclosed in the notes to the financial statements rather than in the statement
of operations. The method was comparable to Canadian accounting principles
adopted in 2002. However, as a result of the amended Canadian standards
requiring the retroactive application without restatement of prior years'
results, details of the fair value of options granted prior to 2004, but earned
during 2003, are required to be disclosed for United States regulatory purposes.
Had the Company determined compensation cost based on the fair value at the
grant date for its stock options, the Company's earnings for the year ended
December 31, 2003, under U.S. GAAP, would have changed to the pro forma amounts
indicated below:
-----------------------------------------------------------------------------
U.S. GAAP 2003
-----------------------------------------------------------------------------
Net loss applicable to common shares (MILLIONS OF U.S. DOLLARS)
As reported $ (505.9)
Add stock compensation cost (1.1)
-----------------------------------------------------------------------------
Pro forma $ (507.0)
-----------------------------------------------------------------------------
Loss per share, basic and diluted (DOLLARS)
As reported $ (1.64)
Pro forma $ (1.64)
-----------------------------------------------------------------------------
In addition, upon adoption of the amended Canadian accounting standard, stock
option compensation of $2.5 million was recorded as a cumulative effect of the
adoption as an adjustment to opening retained earnings with an offsetting
adjustment to contributed surplus. Under U.S. GAAP, this adjustment would be
reversed.
F-A63
RECENT ACCOUNTING PRONOUNCEMENTS
i. In November 2005, the FASB issued FASB Staff Position (FSP) FAS 115-1 and
FAS 124-1, "The Meaning of Other-Than-Temporary Impairment and Its Application
to Certain Investments." This FSP addresses the determination as to when an
investment is considered impaired, whether that impairment is other than
temporary, and the measurement of an impairment loss. This FSP also includes
accounting considerations subsequent to the recognition of an
other-than-temporary impairment and requires certain disclosures about
unrealized losses that have not been recognized as other-than-temporary
impairments. The guidance in FSP FAS 115-1 and FAS 124-1 is applicable to
reporting period beginning after December 15, 2005. Management does not expect
the adoption of this FSP to have a material effect on the Company's consolidated
financial position and results of operations.
ii. In November 2004, the FASB issued SFAS No. 151, "Inventory Costs" ("SFAS
151"). SFAS 151 requires that abnormal amounts of idle facility expense,
freight, handling costs and wasted material (spoilage) be recognized as current
period charges rather than capitalized as a component of inventory costs. In
addition, SFAS 151 requires allocation of fixed production overheads to
inventory based on the normal capacity of the production facilities. This
statement is effective for inventory costs incurred in fiscal years beginning
after June 15, 2005. The guidance should be applied prospectively. The Company
is currently assessing the impact of SFAS 151 and does not expect it to have an
effect on its results of operations and financial condition.
iii. In December 2004, the FASB issued SFAS No. 123 (Revised 2004), "Share-Based
Payments" ("SFAS 123R"), which requires all share-based payments to employees,
including grants of employee stock options, to be recognized as compensation
expense in the consolidated financial statements based on their fair values.
SFAS 123R also modifies certain measurement and expense recognition provisions
of SFAS 123, that will impact the Company, including the requirement to estimate
employee forfeitures each period when recognizing compensation expense, and
requiring that the initial and subsequent measurement of the cost of
liability-based awards each period be based on the fair value (instead of the
intrinsic value) of the award. This statement is effective for the Company as of
January 1, 2006. SAB 107, "Share Based Payment" ("SAB 107") was issued by the
SEC in March 2005, and provides supplemental SFAS 123R application guidance
based on the views of the SEC. As described above, the Company is expensing
stock-based compensation using the fair value method prospectively for all
awards granted or modified on or after January 1, 2002 for Canadian GAAP, which
is similar to SFAS 123R. This change is not expected to have a material impact
on the calculated compensation expense and as a result, the adoption of SFAS No.
123R is not expected to have an impact on the Company's results of operations
and financial condition.
iv. FASB approved EITF Issue No. 04-6, "Accounting for Stripping Costs Incurred
during Production in the Mining Industry" ("EITF 04-6") in the second quarter of
2005. Under EITF 04-6, stripping costs incurred each period during the
production phase are recorded as a component of the cost of inventory produced
each period. EITF 04-6 is effective for the first reporting period in fiscal
years beginning after December 15, 2006. The Company's policy to include ongoing
stripping costs as an operating cost; however, the Company does capitalize costs
related to major pit expansions at its producing mines. The Company is currently
evaluating the impact of this pronouncement.
v. The FASB issued SFAS No. 153, "Exchanges of Non-Monetary Assets, an
Amendment of APB Opinion 29." This Statement amends Opinion 29 to eliminate the
exception for non-monetary exchanges of similar productive assets and replaces
it with a general exception for exchanges of non-monetary assets that do not
have commercial substance. A non-monetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a
result of the exchange. This Statement is effective for fiscal periods beginning
after June 15, 2005. Management does not expect the adoption of this Statement
to have a material effect on the Company's consolidated financial position and
results of operations.
vi. In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS 154"), which relates to the accounting for and reporting of
a change in accounting principles and applies to all voluntary changes in
accounting principles. The reporting of corrections of an error by restating
previously issued financial statements is also addressed by this statement. SFAS
154 applies to pronouncements in the event they do not include specific
transition provisions. When a pronouncement includes specific transition
provisions, those provisions should be followed. SFAS 154 requires retroactive
application to prior periods' financial statements of
F-A64
changes in accounting principle, unless the period specific effects or
cumulative effects of an accounting change are impracticable to determine, in
which case the new accounting principle is required to be applied to the assets
and liabilities as of the earliest period practicable, with a corresponding
adjustment made to opening retained earnings. Prior to SFAS 154, most accounting
changes were recorded effective at the beginning of the year of change, with the
cumulative effect at the beginning of the year of change recorded as a charge or
credit to earnings in the period a change was adopted. SFAS 154 will be
effective on accounting changes and corrections of errors beginning in 2006.
SFAS does not change the transition provisions of any existing accounting
pronouncements, including those that are in the transition phase as of the
effective date of SFAS 154.
vii. In November 2005, the FASB concluded that in their proposed Accounting for
Uncertain Tax Positions - an interpretation of FASB Statement No. 109, a benefit
recognition model with a two-step approach would be used, with a
more-likely-than-not recognition criterion and a best estimate measure
attribute. The first step is to evaluate the tax position for recognition by
determining if the weight of available evidence indicates it is
more-likely-than-not, based solely on the technical merits, that the position
will be sustained on audit, including resolution of related appeals or
litigation processes, if any. The second step is to measure the appropriate
amount of the benefit to recognize, which will be measured using the best
estimate of the amount that will be sustained. The tax position should be
derecognized when it is no longer more-likely-than-not of being sustained. In
January 2006, the FASB concluded that the final interpretation will be effective
as of the beginning of the first annual period beginning after December 31,
2006. The Company is currently evaluating the implications of this
interpretation.
viii. In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain
Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140."
This Statement resolves issues addressed in Statement 133 Implementation Issue
No. D1, "Application of Statement 133 to Beneficial Interest in Securitized
Financial Assets." This Statement:
(a) Permits fair value remeasurement for any hybrid financial instrument that
contains an embedded derivative that otherwise would require bifurcation;
(b) Clarifies which interest-only strips and principal-only strips are not
subject to the requirements of Statement 133;
(c) Establishes a requirement to evaluate interests in securitized financial
assets to identify interests that are freestanding derivatives or that are
hybrid financial instruments that contain an embedded derivative requiring
bifurcation;
(d) Clarifies that concentration of credit risk in the form of subordination
are not embedded derivatives; and
(e) Amends Statement 140 to eliminate the prohibition on a qualifying
special-purpose entity from holding a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial
instrument.
This statement is effective for all financial instruments acquired or issued
after the beginning of fiscal years that begin after September 15, 2006. The
Company is currently evaluating the implications of this Statement.
22. RELATED PARTY TRANSACTION
During 2004, the Company entered into a shareholders' agreement providing for
the incorporation of Kinross Forrest Ltd. ("KF Ltd.") and the issuance of 35% of
the shares of KF Ltd. to the Company, 25% to a company controlled by Art Ditto,
a former director and officer of the Company, and 40% to an unrelated third
party. Mr. Ditto paid the Company his share of the total expenses incurred in
the amount of approximately $0.3 million related to KF Ltd. The cost of the
Company's 35% investment in KF Ltd. was less than $0.1 million.
KF Ltd. is incorporated under the laws of the Territory of the British Virgin
Islands and is a party to a joint venture with La Generale des Carrieres et des
Mines ("Gecamines"), a Congolese state-owned mining enterprise. The 75% KF Ltd.
- 25% Gecamines joint venture was formed for the purpose of exploiting the
Kamoto Copper Project (the "Project") located in the Democratic Republic of
Congo (the "DRC").
F-A65
On July 29, 2005 the Company and the other shareholders of KF Ltd. entered into
an agreement (the "Option Agreement") with Balloch Resources Ltd. ("Balloch")
giving Balloch the option to purchase all of the shares of KF Ltd. by funding a
feasibility study ("Feasibility Study"), obtaining equity commitments to fund
development of the first stage of the Project and issuing a number of common
shares pro rata to each KF Ltd. shareholder in proportion to their holdings in
KF Ltd. The number of Balloch shares to be issued to the KF Ltd. shareholders
was to have been based on a formula dependent on the Net Present Value of the
Project as determined by the Feasibility Study.
Balloch is a public company whose shareholders include Mr. Art Ditto and Mr.
Robert Buchan, both former officers and directors of the Company.
On September 2, 2005, in keeping with the Company's strategy to divest of its
non-core interests and focus on precious metals properties, the Company agreed
to sell 23.33% of the shares of KF Ltd. to Balloch and retain the balance of its
KF Ltd. holdings. Following the satisfaction of various conditions, including
regulatory approvals and the completion of a private placement by Balloch,
consideration of $4.7 million was received. Based on an original cost of less
than $0.1 million, the Company recorded a gain on sale of $4.7 million.
In October 2005, Balloch disclosed Mr. Ditto's holdings as 1,000,000 shares of
Balloch (17.1% of issued and outstanding shares) and Mr. Buchan's holdings as
500,000 shares of Balloch (8.6% of issued and outstanding shares). Additionally,
Balloch disclosed that Buchan had purchased one half of the shares in KF Ltd.
previously owned by a company controlled by Ditto.
On November 30, 2005, Balloch changed its name to Katanga Mining Ltd.
("Katanga").
On March 15, 2005, the shareholders of KF Ltd. agreed to amend the Option
Agreement waiving the requirement for Katanga to obtain equity funding for the
first stage of development of the Project and fixing the number of shares of
Katanga to be received by each shareholder of KF Ltd. on exercise of the option.
The Company is to receive 5,751,500 such shares of Katanga on exercise of the
option.
23. COMMITMENTS AND CONTINGENCIES
GENERAL
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.
EXPORT PREPAYMENT CONTRACTS
A Brazilian Central Bank program enables exporters to borrow U.S. dollars and
commit to conduct export activities. These contracts are referred to as export
prepayment contracts. In 2001, an arbitrage opportunity existed whereby the
borrowed funds could be reinvested locally in Brazil in U.S. denominated
investments at interest rates in excess of those on the loans.
The Company's Paracatu mine participates in this program and entered into
contracts during 2001, which were immediately assigned to a Brazilian bank. The
Paracatu mine received a premium of $2.7 million at the inception of the loan,
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 the Company to repay any of the borrowed amounts; however, the
Company is committed to exporting gold.
This program was completed during 2005 and $0.4 million of unearned premium
related to the initial premium received, was realized in earnings in 2005.
F-A66
OTHER LEGAL MATTERS
The Company is involved in legal proceedings from time to time, arising in the
ordinary course of its business. Typically, the amount of ultimate liability
with respect to these actions will not, in the opinion of management, materially
affect Kinross' financial position, results of operations or cash flows.
The Company has settled various litigations. Included in the statement of
operations were nil in 2005, $10.0 million in 2004 and $0.3 million in 2003
related to legal claims. The settlement of the Hellenic litigation in 2005 was
accrued in the prior year. Total accrued liabilities in relation to legal
contingencies were $3.0 million, $11.2 million and $15.1 million as at December
31, 2005, 2004 and 2003, respectively.
CLASS ACTION
The Company was named as a defendant in a Class Action Complaint filed on or
about April 26, 2002 (the "Complaint"), entitled ROBERT A. BROWN, ET AL. V.
KINROSS GOLD U.S.A., INC., ET AL., Case No. CV-S-02-0605-PMP-RJJ, in the United
States District Court for the District of Nevada. The Complaint named as
defendants the Company, its subsidiaries, Kinross Gold U.S.A., Inc. and Kinam
Gold, Inc. ("Kinam"), and Robert M. Buchan, former President and C.E.O. of the
Company. The Complaint was filed on behalf of one potential class and three
subclasses, i.e., those who tendered their Kinam $3.75 Series B Preferred Stock
(the "Kinam Preferred") into the tender offer for the Kinam Preferred made by
the Kinross Gold U.S.A., those who did not tender their Kinam Preferred but
later sold it directly to the Company or any of its controlled entities after
closure of the tender offer and delisting of the Kinam Preferred, and those who
continue to hold Kinam Preferred. The Complaint alleged, among other things,
that amounts historically advanced to Kinam should be treated as capital
contributions rather than loans, that the purchase of Kinam Preferred from
certain institutional investors in July 2001 constituted a constructive
redemption of the Kinam Preferred, an impermissible amendment to the conversion
rights of the Kinam Preferred, or the commencement of a tender offer, that the
Company and its subsidiaries have intentionally taken actions for the purpose of
minimizing the value of the Kinam Preferred, and that the amount offered in the
tender offer of $16.00 per share was not a fair valuation of the Kinam
Preferred. The Complaint alleged breach of contract based on the governing
provisions of the Kinam Preferred; breach of fiduciary duties; violations of the
"best price" rule under Section 13(e) of the Securities Exchange Act of 1934, as
amended, and the New York Stock Exchange rules; federal securities fraud in
violation of Section 10(b) and 14(c) of the Securities Exchange Act of 1934, as
amended, and Rules 10b-5 and 14c-6(a) thereunder; violation of Nevada's
anti-racketeering law; and control person liability under Section 20A of the
Securities Exchange Act of 1934, as amended. A second action seeking
certification as a class action and based on the same allegations was also filed
in the United States District Court for the District of Nevada on or about May
22, 2002. It named the same parties as defendants. This action has been
consolidated into the Brown case, and the Brown plaintiffs have been designated
as lead plaintiffs. Among other remedies, the plaintiffs seek damages ranging
from $9.80 per share, plus accrued dividends, to $39.25 per share of Kinam
Preferred or, in the alternative, the issuance of 26.875 to 80.625 shares of the
Company for each Kinam Preferred. The Company brought a motion for judgment on
the pleadings with respect to the federal securities fraud claims. On September
29, 2003, the Court ruled that plaintiffs had failed to adequately state any
federal securities fraud claim, but allowed the Plaintiffs an opportunity to
file an amended complaint. In response, the plaintiffs filed an Amended Class
Action Complaint (the "Amended Complaint"), and the Company again moved for
judgment on the pleadings on the federal securities fraud claims. On November 2,
2004, the Court granted the second motion, dismissing with prejudice Counts V,
VI and VII of the Amended Complaint. Subsequently, the Company moved for
judgment on the pleadings on Count III (the Best Price Rule) and Count IV (the
Nevada RICO Claims) of the Amended Complaint. The Plaintiffs opposed the motion
and filed a cross motion for summary judgment on Count III (the Best Price
Rule). On May 27, 2005, the Court denied Plaintiff's motion for summary judgment
and granted the Company's motion and dismissed Counts III and IV of the Amended
Complaint. On June 14, 2005, the Court granted plaintiffs' unopposed motion for
certification of the class and three subclasses. The Company anticipates
continuing to vigorously defend this litigation. The Company cannot reasonably
predict the outcome of this action, and the amount of loss cannot be reasonably
estimated, therefore no loss contingency has been recorded in the financial
statements. This class action relates to the Corporate and other segment (see
Note 18).
F-A67
THE HELLENIC GOLD PROPERTIES LITIGATION
Pursuant to an October 14, 1998 judgment of the Ontario Court (General
Division), Kinross had been holding a 12% carried interest in the Hellenic Gold
Properties as constructive trustee for the Alpha Group. The Alpha Group
commenced an action for damages against TVX and Kinross alleging among other
things, a breach of trust arising from Kinross' decision to return the Hellenic
Gold Properties to the Greek Government and place TVX Hellas into bankruptcy. In
November 2005, Kinross entered into a settlement agreement with the Alpha Group
pursuant to which Kinross paid the Alpha Group $8.0 million inclusive of legal
costs and the parties exchanged mutual releases which brings all litigation
between Kinross and the Alpha Group to an end.
1235866 Ontario Inc. ("1235866"), the successor to Curragh Resources Inc.
commenced an action against the Alpha Group and TVX in 1998 relating to the
Hellenic Gold Properties. The action alleged that members of Alpha Group had
used confidential Curragh information in their pursuit of the Hellenic Gold
Properties and that Alpha and TVX held their respective interest in these
properties in trust for 1235866.
On July 28, 1999, TVX entered into an agreement with 1235866 whereby 1235866
agreed to limit any claim against TVX and diligently pursue its claim against
the Alpha Group. In the event that 1235866 was successful in its actions against
the Alpha Group, it would become entitled to a 12% carried interest as defined
in the agreement and the right to acquire a 12% participating interest upon
payment of 12% of the aggregate amounts expended by TVX and its subsidiaries in
connection with the acquisition, exploration, development and operation of the
Hellenic mines to the date of the exercise of the right to acquire the
participating interest.
As a result of Kinross' decision to return the Hellenic Mining Properties to the
Greek Government, place TVX Hellas into bankruptcy and settle with the Alpha
Group; 1235866 has threatened an action against Kinross for breach of trust and
breach of the agreement. To date no pleadings have been exchanged with respect
to the threatened action. Kinross believes that it has a good defense to this
threatened action.
On November 4, 2005, the Company settled the litigation associated with the
Alpha group regarding the Hellenic mines for $8.0 million. The cost of this
settlement was included in the accrual for litigation in 2004.
SUMMA
In September 1992, Summa Corporation ("Summa") commenced a lawsuit against Echo
Bay Exploration Inc. and Echo Bay Management Corporation (together, the
"Subsidiaries"), 100% owned subsidiaries of Echo Bay, alleging improper
deductions in the calculation of royalties payable over several years of
production at McCoy/Cove and Manhattan mines ("Royalty Lawsuit.") The Manhattan
mine is no longer in production and the McCoy/Cove mine was sold in January
2003. The assets and liabilities of the Subsidiaries are included under the
heading Corporate and other in the segmented information (see Note 18). The
first trial was conducted in the Eighth Judicial District Court ("District
Court") of Nevada April 1997, with Summa claiming more than $13.0 million in
unpaid royalties and accrued interest. In September 1997, judgment was entered
on behalf of the Subsidiaries and the Subsidiaries were awarded approximately
$0.3 million in attorney's fees and litigation costs. Summa appealed this
judgment to the Nevada Supreme Court and in April 2002, the Supreme Court,
sitting en banc, reversed the Judgment of the trial court and returned the
action to the District Court for further proceedings consistent with its
appellate opinion.
In September 2004, the District Court ordered that a new trial be conducted in
February 2005. In the new trial, Summa updated its claim for unpaid royalties
and accrued interest to the approximate amount of $25.0 million. In May 2005,
judgment was again entered in favor of the Subsidiaries, with Summa receiving
nothing by way of its complaint. The Subsidiaries' Motions for Litigation Costs
and Attorneys' Fees for both trial proceedings were granted, resulting in a
judgment against Summa in the approximate amount of $0.7 million. Summa has
filed its notice of appeal in July 2005 and its brief of appellant in the Nevada
Supreme Court in January 2006. The Subsidiaries' responsive brief is due by
March 31, 2006. No hearing date has been set for this appeal.
In March, 2004, Summa's successor in interest, Howard Hughes Properties
("Hughes"), filed an action in District Court against Echo Bay and its
Subsidiaries (collectively, ("Echo Bay Entities"), as well as Newmont Mining
Corporation ("Newmont") more than thirty current and former directors of the
Echo Bay Entities, Kinross and Newmont ("Director and Officer Defendants") and
fifty Doe defendants (collectively, "Defendants"). The lawsuit alleges claims
based upon a general allegation of a scheme or artifice to defraud, in which
Defendants, at various
F-A68
indeterminate times and places, diverted and distributed the assets of Echo Bay
Entities (to render the Echo Bay Entities insolvent) to each other, so Hughes
would be unable to collect any judgment it might obtain against the Echo Bay
Defendants (Echo Bay Management and Echo Bay Exploration) in the Royalty
Lawsuit. Immediately after being served, the Echo Bay Entities filed a Demand
for Change of Venue as of Right and simultaneously moved for a Change of Venue.
In May 2004, the District Court denied the motion without explanation, although,
as of that date, none of the defendants that had appeared resided in Clark
County. The Echo Bay Entities immediately filed their Notice of Appeal from this
venue ruling. The Echo Bay Entities also filed a Demand for Stay of the District
Court proceedings pending resolution of that appeal. The District Court granted
that motion in part and denied it in part, staying all claims in Hughes'
Complaint except for the claim asserting violation of the Nevada Uniform
Fraudulent Transfers Act ("NUFTA").
In September 2004, Hughes filed a First Amended Complaint. All Defendants filed
a series of motions pursuant to Nevada Rule of Civil Procedure 12 to the
remaining NUFTA claim, including a Motion to Dismiss for Lack of Personal
Jurisdiction, a Motion for Judgment on the Pleadings and a Motion to Dismiss as
a sanction for failure to comply with the District Court's Order to Amend. In
January 2005, the District Court entered an Order granting all motions except
for the Motion of Judgment on the Pleadings.
On June 10, 2005, the Echo Bay Entities and Kinross filed a Motion for Judgment
on the Pleadings and to Dismiss, based on res judicata, as a final judgment was
entered against Summa in the Royalty Lawsuit. In response, Hughes filed a Motion
to Stay All Proceedings and later filed an Opposition, arguing that the judgment
entered in the Royalty Lawsuit is not a final judgment, and that until the
judgment becomes final (by affirmation from the Nevada Supreme Court or
otherwise), the NUFTA lawsuit should be stayed. The Echo Bay Entities and
Kinross opposed the motion to stay.
All of the pending motions were heard on July 5, 2005 by the District Court. The
District Court denied the Echo Bay Entities' and Kinross' Motion for Judgment on
the Pleadings and to Dismiss. However, the District Court did agree with the
Echo Bay Entities that all of Hughes' common law claims were not ripe for
adjudication and dismissed those claims. The District Court declined to dismiss
the NUFTA claim and instead entered an Order staying that the claim pending the
outcome of the Royalty Lawsuit appeal.
After this extensive motion practice, all claims from Hughes' Complaint have
been dismissed, except for the NUFTA claim, which is stayed pending the outcome
of the appeal on the Royalty Lawsuit. The only defendants remaining are the Echo
Bay Entities, Kinross, Newmont and five of the individual defendants (who did
not join in the motion to dismiss for lack of personal jurisdiction.) Howard
Hughes' motion to stay the venue appeal remains pending and Hughes filed its
Respondent's Answering Brief in March, 2006. The Company cannot reasonably
predict the outcome of these actions and intends to continue to vigorously
defend against the claims.
INCOME TAXES
The Company operates in numerous countries around the world and accordingly is
subject to, and pays annual income taxes under the various regimes in countries
in which it operates. These tax regimes are determined under general corporate
income tax laws of the country. The Company has historically filed, and
continues to file, all required income tax returns and to pay the taxes
reasonably determined to be due. The tax rules and regulations in many countries
are complex and subject to interpretation. From time to time the Company will
undergo a review of its historic tax returns and in connection with such
reviews, disputes can arise with the taxing authorities over the Company's
interpretation of the country's income tax rules. As at December 31, 2005 the
Company had the following disputes and has not accrued any additional tax
liabilities in relation to the disputes listed below:
BRAZIL
MSG, the Company's 50% joint venture with AngloGold Ashanti, which owns the
Crixas mine received a tax reassessment in November 2003 from the Brazilian IRS.
The reassessment disallowed the claiming of certain sales tax credits and
assessed interest and penalties of which the Company's 50% share totals $10.2
million. The Company 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. This reassessment
relates to the Crixas business segment (see Note 18).
F-A69
In September 2005, Mineracao Serra Grande, S.A. ("MSG") received assessments
relating to payments of sales taxes on exported gold deliveries from tax
inspectors for the State of Goias. The Company's share of the assessments is
approximately $29.0 million. The counsel for MSG believes the suit is in
violation of Federal legislation on sales taxes and that there is a remote
chance of success for the State of Goias. The assessment has been appealed. This
reassessment relates to the Crixas operating segment.
GUARANTEE OF THIRD PARTY CONTRACTS
The Company has guaranteed the debt of one of its joint ventures. Under the
agreement, the Company will stand ready to perform should the joint venture be
unable to fulfill the payment under the credit facility. The joint venture will
use it cash flows to satisfy the debt prior to making distributions to the
Company's joint venture partner. The Company expects that the outstanding debt
will be completely repaid during 2006. The maximum the Company would be require
to pay under the agreement would be an additional $6.0 million attributable to
its joint venture.
OTHER COMMITMENTS AND CONTINGENCIES
FINANCIAL ASSURANCE
As part of its ongoing business and operations, the Company and its affiliates
are required to provide financial assurance in the form of letters of credit for
environmental and site restoration costs, exploration permitting, workers
compensation and other general corporate purposes. As at December 31, 2005,
there were $117.6 million (December 31, 2004 - $94.9 million) of letters of
credit issued pursuant to the syndicated credit facility further described in
Note 9. The obligations associated with these instruments are generally related
to performance requirements that the Company addresses through its operations
including post closure site restoration. Upon completion of the underlying
performance requirement, the beneficiary of the associated letter of credit
cancels and returns the letter of credit to the issuing entity. Some of the
instruments associated with long-lived assets will remain outstanding until
closure. Generally, financial assurance requirements associated with
environmental regulations are becoming more restrictive. The Company believes it
is in compliance with all applicable financial assurance requirements and will
be able to satisfy all future financial assurance requirements.
ACQUISITION OF CROWN RESOURCES CORPORATION
On November 20, 2003, the Company announced that it had executed a definitive
acquisition agreement with Crown Resources Corporation ("Crown") whereby it will
acquire Crown and its wholly owned Buckhorn gold deposit located in north
central Washington State.
See discussion below.
24. SUBSEQUENT EVENTS
(A) AGREEMENT TO ACQUIRE CROWN RESOURCES CORPORATION
On November 20, 2003, Kinross announced that it had executed a definitive
acquisition agreement (the "Agreement") with Crown Resources Corporation
("Crown") whereby Kinross will acquire Crown and its wholly owned Buckhorn gold
deposit ("Buckhorn") located in north central Washington State, approximately 70
kilometers by road from the Company's Kettle River mill. The original agreement
was based on an exchange ratio of 0.2911 of a common share of Kinross for each
outstanding common share of Crown and is subject to the effectiveness of a
registration statement covering the issuance of common shares filed with the SEC
and approval by Crown shareholders. As a result of the review undertaken of the
accounting for goodwill in the TVX and Echo Bay transaction, the completion of
the registration statement has been delayed.
On January 7, 2004, the Company and Crown announced that the termination date
for the Agreement had been extended from December 31, 2004 to May 31, 2005.
Kinross acquired 511,640 newly issued shares of Crown in a private placement for
$1.0 million.
Prior to the revised deadline of May 31, 2005, an amendment was signed that
extended the termination date of the Agreement to March 31, 2006, subject to
Kinross filing its 2004 financial statements no later than December 31,
F-A70
2005. Shareholders of Crown were to receive 0.34 shares of Kinross for each
share of Crown. A valuation collar was also agreed upon in which the aggregate
maximum value of Kinross common shares to be issued to Crown shareholders would
be $110.0 million and the minimum value would be $77.5 million, excluding, in
both cases, shares of Crown held by Kinross. The Company purchased a $10.0
million convertible debenture from Crown. The debenture is convertible into 5.8
million common shares of Crown. In the event the Agreement is terminated, Crown
shall have the right to convert all amounts due under this debenture by
providing 30 days' prior notice to Kinross.
The Company has signed an amendment to extend the termination date from March
31, 2006 to December 31, 2006 and adjust the price that the Company will pay to
acquire Crown and the Buckhorn gold deposit. Shareholders of Crown will now
receive 0.32 shares of Kinross for each share of Crown, a decrease of 0.02 over
the previous ratio of 0.34 and the valuation collar mentioned above has been
removed. Assuming all of the outstanding Crown warrants and options are
converted, a total of approximately 14.7 million common shares of Kinross will
be issued upon the completion of the transaction.
The Company has also agreed to loan Crown $2.0 million if the transaction is not
closed by July 1, 2006. The $2.0 million would be used to buy out the only
existing smelter return royalty from a third party covering the ore body at
Buckhorn. The loan would have a three-year term and bear interest at the
published (THE WALL STREET JOURNAL) prime rate at the time of borrowing, plus
3%.
(B) CONVERSION OF REDEEMABLE RETRACTABLE PREFERRED SHARES TO COMMON SHARES
At December 31, 2005, the Company had 311,933 redeemable retractable preferred
shares outstanding. These shares were held by a former senior officer and
director of the Company and were convertible into common shares on the basis of
2.7518 common shares for each redeemable retractable preferred share so
converted, subject to anti-dilution adjustments. Subsequent to year end, all
311,933 redeemable preferred shares outstanding were converted into 858,388
common shares, based on the stated exchange ratio.
(C) SALE OF LUPIN
In February 2006, a letter of intent was signed to sell the Lupin mine to
Wolfden Resources Inc ("Wolfden"). Wolfden will acquire a 100% interest in the
mine. The Company will still be responsible for the completion of current
reclamation work on the tailings facility.
(D) SHAREHOLDER RIGHTS PLAN
On March 27, 2006, the Company's Board of Directors adopted a shareholders'
rights plan (the "Plan") to ensure all shareholders are treated fairly in any
transaction involving a change of control of the Company. The Plan is effective
immediately and is subject to regulatory and shareholder approval.
The Plan will address the Company's concern that existing legislation does not
permit sufficient time for the Board of Directors and shareholders of the
Company to properly evaluate a take-over bid or pursue alternatives with a view
to maximizing shareholder value.
The Plan is not intended to prevent take-over bids. "Permitted Bid" provisions
of the Plan do not invoke the dilutive effects of the Plan if a bid meets
certain requirements intended to protect the interests of all shareholders. A
bid will be a Permitted Bid if it is made by way of take-over bid circular,
remains open for a minimum of 60 days and otherwise complies with the Permitted
Bid provisions of the Plan. The Plan will be invoked by an acquisition, other
than pursuant to a Permitted Bid, of 20% or more of the outstanding common
shares of the Company or the commencement of a take-over bid that is not a
Permitted Bid.
Under the Plan one right is issued for each of the common shares of the Company.
The rights will trade together with the common shares and will not be separable
from the common shares or exercisable unless a take-over bid is made that does
not comply with the Permitted Bid requirements. In such event, such rights will
entitle shareholders, other than shareholders making the take-over bid, to
purchase additional common shares of the Company at a substantial discount to
the market price at the time.
The adoption of the Plan is subject to acceptance by the Toronto Stock Exchange.
The Plan must be ratified by shareholders of the Company at a meeting to be held
to consider the Plan.
F-A71
1. PRIOR YEAR RESTATEMENTS
(A) RESTATEMENT 1--CORRECTION OF FOREIGN CURRENCY TRANSLATION IMPACT ON
FUTURE TAX LIABILITIES
During the preparation of its interim financial statements for 2005, the Company
discovered an error relating to its financial statements for the years ended
December 31, 2003 and 2004 and the related interim periods. In those previously
released financial statements, the Company had not properly assessed the impact
of changes in foreign currency exchange rates affecting the future tax
liabilities primarily arising on the acquisition of TVX and Echo Bay on January
31, 2003. The restatement gave effect to the adjustment of those future income
tax liabilities to properly reflect changes in currency exchange rates between
the U.S. dollar and the currency of the country in which the future tax
liability arose. The impact of the foreign currency exchange rate changes
related primarily to the future tax liabilities of the Brazilian operations. The
restatement primarily affected foreign exchange losses included in other income
(expense) and income and mining tax expense. As a result of the treatment of
foreign operations as self-sustaining operations until September 29, 2003, a
portion of the foreign exchange loss has been charged to cumulative translation
adjustment. The non-cash adjustment had no impact on net cash flows or cash
balances previously reported. The following is a summary of the effects of the
aforementioned adjustments on the consolidated financial statements:
CONSOLIDATED BALANCE SHEETS (PRIOR TO THE EFFECTS OF THE RESTATEMENT
DESCRIBED IN NOTE 2)
---------------------------------------------------------------------- ------------- -------------
AS PREVIOUSLY AS
REPORTED (A) ADJUSTMENTS RESTATED (B)
---------------------------------------------------------------------- ------------- -------------
AS AT DECEMBER 31, 2004
LIABILITIES
Future income and mining taxes $ 90.6 $ 32.9 $ 123.5
COMMON SHAREHOLDERS' EQUITY
Accumulated deficit $ (487.7) $ (33.7) $ (521.4)
Cumulative translation adjustments $ (2.0) $ 0.8 $ (1.2)
---------------------------------------------------------------------- ------------- -------------
(a) As previously disclosed in the 2004 financial statements filed
with regulators in November 2005.
(b) As previously disclosed in restated 2004 financial statements
filed with regulators in February 2006.
F-A72
CONSOLIDATED STATEMENTS OF OPERATIONS (PRIOR TO THE EFFECTS OF THE
RESTATEMENT DESCRIBED IN NOTE 2)
------------------------------------------------------------------------------- ------------- -------------
AS PREVIOUSLY AS
REPORTED (A) ADJUSTMENTS RESTATED (B)
------------------------------------------------------------------------------- ------------- -------------
YEAR ENDED DECEMBER 31, 2004
Operating loss $ (67.9) $ - $ (67.9)
Other income (expense) - net $ 3.7 $ (9.9) $ (6.2)
Loss before taxes and other items $ (64.2) $ (9.9) $ (74.1)
Income and mining taxes recovery $ 8.6 $ 2.9 $ 11.5
Non-controlling interest $ 0.3 $ - $ 0.3
Share in loss of investee companies $ - $ - $ -
Dividends on convertible preferred shares of subsidiary $ (0.8) $ - $ (0.8)
Net loss $ (56.1) $ (7.0) $ (63.1)
Net loss attributable to common shareholders $ (56.1) $ (7.0) $ (63.1)
Loss per share
Basic and diluted $ (0.16) $ (0.02) $ (0.18)
------------------------------------------------------------------------------- ------------- -------------
YEAR ENDED DECEMBER 31, 2003
Operating loss $ (419.6) $ - $ (419.6)
Other income (expense) - net $ 11.1 $ (24.1) $ (13.0)
Loss before taxes and other items $ (408.5) $ (24.1) $ (432.6)
Income and mining taxes expense $ (1.5) $ (2.6) $ (4.1)
Non-controlling interest $ (0.2) $ - $ (0.2)
Share in loss of investee companies $ - $ - $ -
Dividends on convertible preferred shares of subsidiary $ (0.8) $ - $ (0.8)
Net loss $ (411.0) $ (26.7) $ (437.7)
Net loss attributable to common shareholders $ (401.0) $ (26.7) $ (427.7)
Loss per share
Basic and diluted $ (1.30) $ (0.09) $ (1.39)
------------------------------------------------------------------------------- ------------- -------------
(a) As previously disclosed in the 2004 financial statements filed
with regulators in November 2005.
(b) As previously disclosed in restated 2004 financial statements
filed with regulators in February 2006.
(B) RESTATEMENT 2--GOODWILL AND ASSET RETIREMENT OBLIGATIONS
This restatement note 25(b) sets out the impact of the restatement related to
the purchase price allocation, accounting for goodwill and impact of adoption of
CICA Handbook Section 3110 "Asset Retirement Obligations."
PURCHASE PRICE ALLOCATION AND GOODWILL
On January 31, 2003, the Company acquired 100% of the outstanding shares of TVX
Gold Inc. ("TVX") and Echo Bay Mines Ltd. ("Echo Bay") as described in further
detail in Note 5. The consolidated financial statements presented for the year
ended December 31, 2003 and the interim periods of 2003 and 2004 were restated
with respect to the accounting for the assets and liabilities acquired by the
Company in the TVX and Echo Bay transaction (the "Acquisitions").
The restatements were based upon independent valuations of the acquired assets
as of the acquisition date January 31, 2003 and December 31, 2003, which
resulted in: (i) a revision of the allocation of the purchase price to the
reserves, resources and certain property acquired in the Acquisitions; (ii)
consequential changes in depreciation, depletion and amortization; (iii) a
revision of the allocation of goodwill at the acquisition date to reporting
assets for purposes of impairment testing; and (iv) a revision of the impairment
of assets and goodwill as of December 31, 2003, leading to certain impairments
described in detail below. The overall effect of the restatement on the 2003
consolidated financial statements is summarized as follows:
F-A73
o Reduction of $181.3 million in goodwill from the $918.0 million
initially recorded on the Acquisitions to $736.7 million
resulting from an increase in property, plant and equipment and
mineral interests, net of related future income tax liabilities;
o Increase in depreciation, depletion and amortization expense for
the year of $31.8 million;
o Recognition of impairment losses with respect to goodwill and
mineral interests of $394.4 million and $10.0 million,
respectively; and
o Reduction in income taxes related to the depreciation and
impairment losses described above of $11.6 million.
All amounts in the accompanying notes to the consolidated financial statements
have been adjusted to give effect to the impact of these restatements.
ORIGINAL VALUATION METHODOLOGY
The original valuation of the assets and liabilities acquired in the
Acquisitions was undertaken and completed by the Company and included an
independent appraisal of plant and equipment. The allocation of the purchase
price to the fair value of the assets and liabilities resulted in an excess of
the purchase price over the fair value of the identifiable assets of $918
million. This residual was recorded as goodwill. The Company assigned goodwill
to the Exploration and Acquisitions and Corporate reporting units, which was not
amortized. In making the assignment, the Company reviewed examples of previous
applications of purchase accounting in the mining industry and applied Canadian
Institute of Chartered Accountants ("CICA") Handbook Section 3062, "Goodwill and
Other Intangible Assets" ("Section 3062"), for purposes of Canadian GAAP, and
Statement of Financial Accounting Standards ("SFAS") 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"), for purposes of U.S. GAAP.
The allocation of goodwill primarily to the Exploration and Acquisitions
reporting unit was intended to represent the increase in value of the Company
after the Acquisitions, resulting primarily from the enhancement of the
Company's ability to sustain and increase its mineral resources and therefore
increase its future production capabilities. The original goodwill impairment
testing methodology was based on measuring the Company's success in achieving
additions to proven and probable reserves compared to predetermined expected
average annual increases over a specified period of time.
When the Company tested the goodwill for impairment based on its original
methodology, it concluded that there was no impairment of goodwill as at
December 31, 2003.
INITIAL REVISION OF ORIGINAL VALUATION METHODOLOGY
Subsequent to discussions with and comments from regulatory agencies and the
Company's further review of applicable accounting guidance, at the end of the
third quarter of 2004, the Company revised its allocation of goodwill and
impairment testing methodology and reassigned the goodwill originally computed
($918 million) to the significant reporting units acquired in the Acquisitions.
These reporting units represented the Company's interests in five operating
mines and three development properties. The initial revision in the allocation
of goodwill to reporting units was based on the premise that goodwill
represented a market participant's view as to the potential for discovery of
additional mineable ounces of gold from properties or mining rights acquired in
the acquisitions in excess of those reflected in the purchase price allocated to
identifiable assets, and to the potential for increased revenues as a result of
higher realized gold prices. On testing goodwill for impairment, the revised
methodology determined fair value of a reporting unit using a net asset value
multiple that Kinross concluded a market participant would use in determining
fair value. The net asset value was in turn computed based on discounted cash
flows over the projected life of each mine in the case of operating mines or in
the case of development properties using a per ounce value based on market data.
F-A74
Using this revised goodwill allocation and impairment testing methodology the
Company determined that there was no goodwill or asset impairment as at December
31, 2003. However, based on this goodwill allocation and the Company's
negotiations to purchase the remaining 51% of the Paracatu mine, the Company
recognized a goodwill impairment charge of $143 million in the three months
ended September 30, 2004. As discussed below, this previously recorded
impairment charge was reversed as part of the restatement.
FURTHER REVISION OF VALUATION, ALLOCATION AND IMPAIRMENT METHODOLOGY
In January 2005, following additional comments from regulatory agencies, the
Company engaged an independent valuation advisory firm ("the Firm") to provide:
(i) a valuation of the significant assets and liabilities acquired as part of
the Acquisitions; (ii) an allocation to the reporting units of the goodwill
resulting from the excess of the purchase price over the fair value of the
identifiable assets and liabilities acquired in the Acquisitions; and (iii) a
valuation of the assets and liabilities acquired in the Acquisitions and an
assessment of the resulting goodwill for impairment as at December 31, 2003 and
2004.
The valuation methodology employed by the Firm took into consideration value
beyond proven and probable reserves ("VBPP") as defined by the newly issued CICA
Emerging Issues Committee ("EIC") Abstract No 152 "Mining Assets - Impairment
and Business Combinations" ("EIC-152"). Similar accounting guidance was also
issued in the United States. This guidance requires that a mining entity should
include VBPP and the effect of anticipated fluctuations in the future price of
minerals when allocating the purchase price of a business combination to mining
assets acquired and also when testing mining assets for impairment.
The most significant identifiable assets acquired in the Acquisitions were the
property, plant and equipment and mineral interests. The original independently
appraised values of plant and equipment were maintained. The Firm valued the
mineral interests that consisted of: proven and probable reserves; measured and
indicated resources and inferred resources as defined under National Instrument
43-101 "Standards for disclosure of mineral projects" issued by Canadian
Securities Administrators, using a discounted cash flow approach. In addition,
the Company acquired land with mineral rights ("exploration properties"), which
is the area adjacent and contiguous to existing mines or properties containing
reserves, resources or without any identified exploration targets. The
exploration properties were valued based on prices paid for similar types of
properties in market transactions.
The independent valuation of the significant assets and liabilities acquired in
the Acquisitions resulted in a revision to the fair values initially estimated
as of the acquisition date and a consequent reduction of goodwill. The
independent valuation concluded that the resulting goodwill represented the
following:
o The expected ability of the Company to increase its reserves and
resources based on its development of the identified exploration
targets existing on the properties which were part of the
Acquisitions;
o The optionality (real option value associated with the portfolio
of acquired mines as well as each individual mine) relates to
the Company's ability to make exploration decisions on the
acquired properties and other properties based upon changes in
gold prices, including the ability to develop additional,
higher-cost reserves and to intensify efforts to develop the
more promising acquired properties and reduce efforts at
developing the less promising acquired properties when gold
prices increase in the future; and
o The going concern value of the Company's capacity to replace and
augment reserves through completely new discoveries whose value
is not reflected in any of the other valuations of existing
mining assets.
The Company accepted the results of the valuation and accordingly revised its
impairment testing methodology to ensure consistency with the allocation of
purchase price and the related goodwill as determined in the valuation.
In determining the basis of assigning goodwill to reporting units as at the date
of acquisition, the expected additional value attributable to exploration
potential was quantified for each reporting unit based on the specific
geological attributes of the mineral property and based on data of market
transactions for similar types of properties. The values associated with
optionality and going concern value could not be separately computed and
accordingly the balance of the goodwill was assigned to reporting units using a
relative fair value methodology.
F-A75
IMPAIRMENT TESTING OF LONG-LIVED ASSETS
The Company tested its long-lived assets, including tangible mineral interests
and plant and equipment for impairment as at December 31, 2003 and 2004 and
accordingly has reflected in the restated consolidated financial statements
impairment charges of $10.0 million and $5 million as at December 31, 2003 and
2004, respectively. These impairment charges relate to mineral interests and
exploration properties.
The Company will reassess long-lived assets for recoverability if production and
depletion, changes in reserve estimates, decreases in gold prices or other
factors indicate that the carrying value may not be recoverable. Exploration
properties are also tested for impairment annually on a fair value basis based
on market comparable data. Impairment is recognized in the amount by which the
fair value is less than the carrying value.
IMPAIRMENT TESTING OF GOODWILL
In accordance with CICA Section 3062 and SFAS 142, the Company tested its
goodwill for impairment as at December 31, 2003 and 2004 and recorded impairment
charges of $394.4 million and $12.4 million for the years ended December 31,
2003 and 2004, respectively.
The valuations performed at December 31, 2003 and 2004 computed the fair value
of each reporting unit. The fair value of the reporting unit was based on the
fair value of the mineral interests computed using a discounted cash flow method
and assumptions similar to those used on the acquisition date at January 31,
2003 and included expected additional value based on the expected ability to
find additional ore. However, no value could be computed for the optionality and
the going concern value, which were contributors to goodwill at January 31,
2003. This inability to directly value optionality and going concern value
results primarily from the requirements under Section 3062 and SFAS 142 to
allocate goodwill to reporting units, which in the case of mining companies are
typically individual mine sites. The Company would have relied on real-option
pricing methodology had the models been specified well enough to support
reliable fair values. In a single mining operation any going concern value would
have to be finite and limited to the life of the mineral that can be extracted
economically. However, even if such models had been readily available, empirical
evidence suggests that market participants do not perceive significant
real-option or going concern value at the mine site level, which are the
reporting units for goodwill impairment testing purposes.
In the future, the Company will test goodwill for impairment at least annually,
unless all of the following criteria have been met:
(a) The assets and liabilities that make up the reporting unit have not
changed significantly since the most recent fair value determination.
(b) The most recent, bottom-up fair value determination of fair values for a
reporting unit resulted in an amount that exceeded the carrying amount of the
reporting unit by a substantial margin.
(c) Based on an analysis of events that have occurred and circumstances that
have changed since the most recent fair value determination, the likelihood that
a current fair value determination would be less than the current carrying
amount of the reporting unit is remote.
In accordance with CICA Section 3062 and SFAS 142, the Company will also be
alert for "triggering events" that would indicate the need to test for
impairment more frequently than annually. In addition to the triggering events
specifically identified in the relevant accounting pronouncement, significant
changes in gold prices and changes in the demand for gold would also be
considered triggering events.
F-A76
IMPACT OF INDEPENDENT VALUATIONS AS AT JANUARY 31, 2003 (ACQUISITION DATE)
The following table shows the impact of the revised allocation of the purchase
price:
--------------------------------------------------------------------------------------- ------------- -------------
AS PREVIOUSLY
REPORTED (A) AS RESTATED ADJUSTMENTS
--------------------------------------------------------------------------------------- ------------- -------------
Common shares of Kinross issued to Echo Bay and TVX shareholders $ 177.8 $ 177.8 $ -
Value of Kinross common stock per share 7.14 7.14 -
--------------------------------------------------------------------------------------- ------------- -------------
Fair value of the Company's common stock issued $ 1,269.8 $ 1,269.8 $ -
Plus - fair value of warrants and options assumed by the Company 29.3 29.3 -
Plus - direct acquisition costs incurred by the Company 12.6 12.6 -
Plus - the Company's previous 10.6% ownership interest in Echo Bay 7.0 7.0 -
--------------------------------------------------------------------------------------- ------------- -------------
Total purchase price $ 1,318.7 $ 1,318.7 $ -
Plus - Fair value of liabilities assumed by Kinross
Accounts payable and accrued liabilities 76.7 76.7 -
Long-term debt, including current portion 2.2 2.2 -
Site restoration cost accruals, including current portion 63.0 63.0 -
Future income tax liabilities 52.8 135.9 83.1
Other long-term liabilities 0.1 0.1 -
Liability with respect to TVX Newmont JV assets acquired 94.5 94.5 -
Less - Fair value of assets acquired by Kinross
Cash (44.2) (44.2) -
Restricted cash (21.4) (21.4) -
Marketable securities (2.4) (2.4) -
Accounts receivable and other assets (22.8) (22.8) -
Inventories (47.9) (47.9) -
Property, plant and equipment (b) (213.7) (168.3) 45.4
Mineral interests (283.9) (593.7) (309.8)
Long-term investments and other non-current assets (53.7) (53.7) -
--------------------------------------------------------------------------------------- ------------- -------------
Residual purchase price allocated to goodwill $ 918.0 $ 736.7 $ (181.3)
--------------------------------------------------------------------------------------- ------------- -------------
(a) As previously disclosed in original 2003 financial statements filed with
regulators in March (2004.)
(b) Reclassification to mineral interests.
IMPACT OF INDEPENDENT VALUATIONS AND IMPAIRMENT TESTING AT DECEMBER 31, 2003 AND
2004
Based on independent valuations as of December 31, 2003 and 2004 and the
impairment testing methodology described above, the Company recorded impairments
of long-lived assets of $10.0 million and $5.0 million relating to mineral
interests and exploration properties and goodwill impairment of $394.4 million
and $12.4 million for the years ended December 31, 2003 and 2004, respectively.
See Note 6 for details of goodwill impairment by reportable segment.
RECLAMATION AND REMEDIATION OBLIGATIONS
The CICA issued Handbook Section 3110 "Asset Retirement Obligations" ("Section
3110") which sets out new accounting requirements for the recognition,
measurement and disclosure of liabilities for asset retirement obligations
(reclamation and remediation obligations) and the related asset retirement cost.
Effective January 1, 2004, the Company applied the requirements of Section 3110.
Section 3110 requires a liability to be initially recognized for the estimated
fair value of the obligation when it is incurred. The associated asset
retirement cost is capitalized as part of the carrying amount of the long-lived
asset and depreciated over the remaining life of the underlying asset, and the
associated liability is accreted to the estimated fair value of the obligation
at the settlement date through periodic accretion charges to net earnings
(loss). When the obligation is settled, any difference between the final cost
and the recorded
F-A77
liability is recognized as income or loss on settlement. Prior to the adoption
of Section 3110, the Company accrued for estimated reclamation and remediation
obligations over the producing life of a mine with an annual charge to earnings
based primarily on legal and regulatory requirements and Company policy. The
tables shown below include the impact of this retroactive application of Section
3110.
During 2003, the Company increased property, plant and equipment by $45.4
million and increased reclamation and remediation obligations by $10.6 million
to reflect the fair value of the asset and the related liability. Net loss for
the year ended December 31, 2003 decreased by $3.1 million.
-----------------------------------------------------------------------------------------------------
2003
-----------------------------------------------------------------------------------------------------
Net earnings (loss) attributable to common shareholders
As previously reported $ 19.7
Impact of restatement related to acquisitions and goodwill (423.8)
Impact of adoption of Section 3110 3.1
Restatement for foreign currency impact on future tax liabilities (26.7)
-----------------------------------------------------------------------------------------------------
As currently reported $ (427.7)
-----------------------------------------------------------------------------------------------------
Earnings (loss) per common share
Basic
As previously reported $ 0.06
Impact of restatement related to acquisitions and goodwill (1.37)
Impact of adoption of Section 3110 0.01
Restatement for foreign currency impact on future tax liabilities (0.09)
-----------------------------------------------------------------------------------------------------
As currently reported $ (1.39)
-----------------------------------------------------------------------------------------------------
Diluted
As previously reported $ 0.06
Impact of restatement related to acquisitions and goodwill (1.37)
Impact of adoption of Section 3110 0.01
Restatement for foreign currency impact on future tax liabilities (0.09)
-----------------------------------------------------------------------------------------------------
As currently reported $ (1.39)
-----------------------------------------------------------------------------------------------------
IMPACT OF RESTATEMENT ON CONSOLIDATED FINANCIAL STATEMENTS
The effect of the revised valuations, allocation of goodwill and testing of
impairment and adoption of Section 3110 on the consolidated statement of
operations for the year ended December 31, 2003 are shown below:
F-A78
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31,
2003 (PRIOR TO THE EFFECTS OF THE RESTATEMENT DESCRIBED IN NOTE 2)
======================================================================== =================== =================== ============
AS
PREVIOUSLY AS
REPORTED (A) RESTATEMENT 2 (B) RESTATEMENT 2 (C) RESTATED
------------------------------------------------------------------------ ------------------- ------------------- ------------
REVENUE AND OTHER OPERATING INCOME
Metal sales $ 571.9 $ - $ - $ 571.9
OPERATING COSTS AND EXPENSES
Cost of sales (excluding items shown below) 370.8 (8.8) - 362.0
Accretion expense - 9.0 - 9.0
Depreciation, depletion and amortization 140.9 31.8 - 172.7
-------------- ------------------- ------------------- ------------
60.2 (32.0) - 28.2
Other operating costs 16.5 - - 16.5
Exploration and business development 24.3 - - 24.3
General and administrative 25.0 - - 25.0
Impairment charges
Goodwill - 394.4 - 394.4
Long-lived assets 8.0 7.2 - 15.2
Investments 1.9 - - 1.9
Gain on disposal of assets (29.5) - - (29.5)
-------------- ------------------- ------------------- ------------
OPERATING EARNINGS (LOSS) 14.0 (433.6) - (419.6)
Other income (expense) - net 9.8 1.3 (24.1) (13.0)
-------------- ------------------- ------------------- ------------
EARNINGS (LOSS) BEFORE TAXES AND OTHER ITEMS 23.8 (432.3) (24.1) (432.6)
Income and mining taxes recovery (expense) (13.1) 11.6 (2.6) (4.1)
Non-controlling interest (0.2) - - (0.2)
Dividends on convertible preferred shares of
subsidiary (0.8) - - (0.8)
-------------- ------------------- ------------------- ------------
NET EARNINGS (LOSS) $ 9.7 $ (420.7) $ (26.7) $ (437.7)
============== =================== =================== ============
ATTRIBUTABLE TO COMMON SHAREHOLDERS:
Net earnings (loss) $ 9.7 $ (420.7) $ (26.7) $ (437.7)
Increase in equity component of convertible
debentures (6.5) - - (6.5)
Gain on redemption of equity component of
convertible debentures 16.5 - - 16.5
NET EARNINGS (LOSS) ATTRIBUTABLE
-------------- ------------------- ------------------- ------------
TO COMMON SHAREHOLDERS $ 19.7 $ (420.7) $ (26.7) $ (427.7)
============== =================== =================== ============
EARNINGS (LOSS) PER SHARE
Basic $ 0.06 $ (1.36) $ (0.09) $ (1.39)
Diluted $ 0.06 $ (1.36) $ (0.09) $ (1.39)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING (MILLIONS)
Basic 308.6 - - 308.6
Diluted 309.6 (1.0) - 308.6
======================================================================== =================== =================== ============
(a) As previously disclosed in the original 2003 financial
statements filed with regulators in March 2004.
(b) Impact of restatement relating to purchase price allocation and
goodwill per financial statements filed with regulators in
November 2005.
(c) Restatement for correction of foreign currency translation
impact on future tax liabilities. See Note 25(a).
F-A79
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
of Crown Resources Corporation
Wheat Ridge, Colorado
We have audited the consolidated balance sheet of Crown Resources Corporation as
of December 31, 2005, and the related consolidated statements of operations,
changes in stockholders' equity, and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.
We conducted our audit in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Crown
Resources Corporation as of December 31, 2005, and the consolidated results of
its operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
/s/ Ehrhardt Keefe Steiner & Hottman P.C.
March 1, 2006
Denver, Colorado
F-B1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Crown Resources Corporation
Wheat Ridge, Colorado
We have audited the accompanying consolidated balance sheet of Crown Resources
Corporation and subsidiaries (the "Company") as of December 31, 2004, and the
related consolidated statements of operations, stockholders' equity and
comprehensive income (loss), and cash flows for the years ended December 31,
2004 and 2003. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Crown Resources Corporation and
subsidiaries as of December 31, 2004, and the results of their operations and
their cash flows for the years ended December 31, 2004 and 2003 in conformity
with accounting principles generally accepted in the United States of America.
As discussed in Note 14, the accompanying 2004 consolidated financial statements
have been restated.
/s/ Deloitte & Touche LLP
Denver, Colorado
April 7, 2005 (May 27, 2005 as to the effects of the restatement discussed in
Note 14)
F-B2
CROWN RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
December 31,
2005 2004
-------------------------
(as restated,
see Note 14)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,649 $ 2,081
Restricted short-term investments 27 27
Investment in Solitario Resources Corporation, at fair value 56 1,428
Receivable from Solitario Resources Corporation 45 79
Prepaid expenses and other 59 41
-------- --------
TOTAL CURRENT ASSETS 1,836 3,656
-------- --------
MINERAL PROPERTIES, NET 38,771 35,639
OTHER ASSETS:
Other 159 145
-------- --------
TOTAL OTHER ASSETS 159 145
-------- --------
$ 40,766 $ 39,440
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 102 $ 181
Accrued liabilities 484 996
Current portion of long-term debt - 45
Unexercised warrant liability, at fair value 56 1,428
Accrued interest payable 211 -
-------- --------
TOTAL CURRENT LIABILITIES 853 2,650
-------- --------
LONG-TERM LIABILITIES:
Asset retirement obligation 24 23
Unexercised warrant liability, at fair value 486 11,453
Convertible Debenture, net of discount 8,534 -
Deferred income taxes 6,607 6,852
-------- --------
TOTAL LONG-TERM LIABILITIES 15,651 18,328
-------- --------
COMMITMENTS AND CONTINGENCIES (NOTES 2, 3, 5, 6, 9)
STOCKHOLDERS' EQUITY
Preferred stock, $0.01 par value; authorized 40,000,000
shares; none outstanding - -
Common stock, $0.01 par value: authorized 100,000,000
shares; issued and outstanding; 46,002,239 and 40,014,132
shares at December 31, 2005 and 2004, respectively 460 400
Additional paid-in capital 57,890 50,763
Kinross receivable (488) -
Accumulated deficit (33,600) (32,701)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 24,262 18,462
-------- --------
$ 40,766 $ 39,440
======== ========
See notes to consolidated financial statements
F-B3
CROWN RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Year Ended December 31,
-----------------------
2005 2004 2003
-------- ------- -------
(As restated,
see Note 14)
COSTS, EXPENSES AND OTHER:
Exploration expense 3 27 27
Depreciation and amortization 14 12 15
General and administrative, net (1) 1,034 935 995
Variable option compensation expense (1) - 518 3,126
Interest income (75) (24) (25)
Gain on investment in Solitario Resources Corporation (37) (1,263) -
Equity in loss of Solitario Resources Corporation - 475 571
Loss on derivative instrument- unexercised Crown warrants 205 3,475 -
Other income, net - (60) -
-------- ------- -------
TOTAL COSTS, EXPENSES AND OTHER BEFORE INCOME TAXES 1,144 4,095 4,709
Income tax benefit (expense) 245 (3,024) 855
-------- ------- -------
NET INCOME (LOSS) $(899) $(7,119) $(3,854)
======== ======= =======
PER SHARE:
BASIC AND DILUTED LOSS PER SHARE $ (0.02) $ (0.23) $ (0.59)
======== ======= =======
NUMBER OF SHARES USED IN CALCULATION OF BASIC AND DILUTED
LOSS PER SHARE 43,122 30,366 6,575
======== ======= =======
(1) Due to its size, variable option compensation expense is stated separately
in order to give visibility to the item. The entire amount would be
included in general and administrative expense, if it was allocated among
the line items in the Consolidated Statements of Operations for the years
ended December 31, 2004 and 2003.
See notes to consolidated financial statements.
F-B4
CROWN RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME (LOSS)
For December 31, 2005, 2004, and 2003
ACCUMULATED
(in thousands, except COMMON STOCK ADDITIONAL UNEARNED OTHER
---------------- PAID-IN KINROSS TREASURY COMPEN- ACCUMULATED COMPREHENSIVE
share amounts) SHARES AMOUNT CAPITAL RECEIVABLE STOCK SATION DEFICIT INCOME (LOSS) TOTAL
--------- ------ ---------- ---------- -------- -------- ----------- ------------- --------
BALANCE, JANUARY 1, 2003 3,851,162 $ 39 $41,178 $ - $ (76) $ (293) $(21,728) $ 39 $19,159
Issuance of shares for interest 1,752,886 17 1,501 - - - - - 1,518
Issuance on exercise of Warrants 2,024,127 20 688 - - - - - 708
Issuance of shares on conversion
of Secured Notes 5,697,131 57 1,937 - - - - - 1,994
Issuance of shares on conversion
of Subordinated notes 5,333,333 53 3,947 - - - - - 4,000
Issuance of shares on conversion
of Subordinated B notes 3,606,667 36 2,669 - - - - - 2,705
Issuance of shares on exercise of
Options 56,000 1 80 - - - - - 81
Acquisition of Crown shares by
Solitario Resources Corporation - - - - (230) - - - (230)
Intrinsic value of variable plan
options issued - - 4,924 - - (4,924) - - -
Variable plan option compensation - - - - - 3,068 - - 3,068
Additional paid-in capital arising
from sale of shares by investee,
net of tax of $130 253 - - - - - 253
Comprehensive loss: - - - - - -
Net loss - - - - - - (3,854) - (3,854)
Net unrealized loss on
marketable equity securities
net of tax of $12 - - - - - - - (23) (23)
--------- ------ ------- -------- ----- ------- -------- ------------ -------
Comprehensive loss - - - - - - - - (3,877)
--------- ------ ------- -------- ----- ------- -------- ------------ -------
BALANCE , DECEMBER 31, 2003 22,321,306 223 57,177 - (306) (2,149) (25,582) 16 29,379
Issuance of shares for interest 258,537 2 483 - - - - - 485
Issuance of shares on exercise of
Warrants 3,569,577 36 675 - - - - - 711
Issuance of shares on conversion
of Secured Notes 10,485,712 105 3,495 - - - - - 3,600
Issuance of shares on exercise of
Options 3,379,000 34 1,321 - - - - - 1,355
Change in deferred tax due to
non-qualified stock options
exercised - - 400 - - - - - 400
Additional paid-in capital arising
from sale of shares by
investee, net of
tax of $85 - - 165 - 12 - - - 177
Change in treasury stock due to
Solitario conversion of Senior
Notes to common stock - - - - (405) - - (405)
Solitario spin-off: -
Warrant liability - - (9,455) - - - - - (9,455)
Distribution of Solitario shares (1,867) - 699 - - (1,168)
Variable plan option compensation - - (1,631) - - 2,149 - - 518
Comprehensive loss:
Net loss (1) - - - - - - (7,119) - (7,119)
Net unrealized loss on
marketable equity securities
held by Solitario prior to
the spin-off, net of tax of $10 - - - - - - - (20) (20)
Transfer unrealized loss on
marketable equity securities
upon spin off of Solitario,
net of tax of $9 - - - - - - - 17 17
Transfer unrealized gain on
marketable equity securities
to income, net of tax of $6 - - - - - - - (13) (13)
--------- ------ ------- -------- ----- ------- -------- ------------ -------
Comprehensive loss (1) - - - - - - - - (7,135)
--------- ------ ------- -------- ----- ------- -------- ------------ -------
BALANCE, DECEMBER 31, 2004 40,014,132 400 50,763 - - - (32,701) - 18,462
Issuance of shares for cash 511,640 5 995 - - - - - 1,000
Issuance of shares on exercise
of Warrants 5,476,467 55 11,751 - - - - - 1,806
Conversion feature discount - - 1,624 - - - - - 1,624
Payment of dividend - - (9,661) - - - - - (9,661)
Kinross payment of invoices and
equity receivable - - 2,418 (488) - - - - 1,930
Net loss - - - - - (899) - (899)
--------- ------ ------- -------- ----- ------- -------- ------------ -------
BALANCE, DECEMBER 31, 2005 46,002,239 $ 460 $57,890 $ (488) $ - $ - $(33,600) $ - $24,262
========= ====== ======= ======== ===== ======= ======== ============ =======
(1) As restated see Note 14 See notes to consolidated financial statements
F-B5
CROWN RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
-----------------------
2005 2004 2003
------- ------- --------
(As restated,
see Note 14)
OPERATING ACTIVITIES:
Net loss $ (899) $(7,119) $ (3,854)
Adjustments to reconcile net loss to cash
used in operating activities:
Depreciation and amortization 14 12 15
Compensation expense for variable options - 518 3,126
Equity in loss of Solitario Resources Corporation - 475 571
Gain on investment in Solitario Resources Corporation (37) (1,263) -
Loss on derivative instrument 205 3,475 -
Deferred income taxes (245) 3,024 (855)
Gain on sale of assets - (70) -
Changes in operating assets and liabilities:
Prepaid expenses and other 16 (72) 54
Accounts payable and other current liabilities (19) (117) 130
------- ------- --------
Net cash used in operating activities (965) (1,137) (813)
------- ------- --------
INVESTING ACTIVITIES:
Additions to mineral properties, net (1,863) (1,399) (1,168)
Proceeds from sales of marketable equity securities - 241 -
Increase in restricted investments - (5) (60)
Decrease (increase) in other assets (28) - 13
------- ------- --------
Net cash used in investing activities (1,891) (1,163) (1,215)
------- ------- --------
FINANCING ACTIVITIES:
Proceeds from issuance of common shares for cash 1,000 - -
Proceeds from issuance of Convertible Debenture 10,000 - -
Payment of dividend on common shares (9,661) - -
Proceeds from exercise of warrants 671 711 708
Payments on long-term note payable (50) (50) (70)
Proceeds from Kinross payment of permitting costs 464 - -
Proceeds from exercise of options - 1,355 23
Proceeds from issuance of Subordinated B Notes - - 2,705
Payment to redeem Secured notes - - (6)
------- ------- --------
Net cash provided by financing activities 2,424 2,016 3,360
------- ------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (432) (284) 1,332
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 2,081 2,365 1,033
------- ------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 1,649 $ 2,081 $ 2,365
======= ======= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for capitalized interest $ 5 $183 $ 310
Non-cash transactions:
Non-cash interest capitalized 374 3,701 2,758
Common stock issued on cashless exercise of warrants 11,135 26 -
Increase in mineral properties for invoices paid directly to
third party vendors by Kinross 1,466 - -
Increases (decreases) in additions to mineral property on account 572 (876) -
Beneficial conversion discount charged to additional paid in capital 1,624 - -
Debt converted to shares of common stock - 3,600 8,699
See notes to consolidated financial statements.
F-B6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BUSINESS
C. Crown Resources Corporation and its subsidiaries ("Crown") are engaged
principally in the permitting and future development of the Buckhorn Mountain
gold project in Washington State. Historically, Crown acquired and explored
mineral properties located in the western United States. As discussed in Note 4
below, prior to Crown's distribution of Solitario Resources Corporation
("Solitario") on July 26, 2004, Crown owned 37.1% of Solitario, which had been
accounted for under the equity method of accounting. Solitario operates as a
precious and base metals exploration company in Mexico, Brazil, Bolivia, and
Peru.
Crown has historically derived its revenues principally from interest
income, the option and sale of property interests and to a lesser extent from
payments on royalty interests and the sale of its share of gold produced from
its properties.
On November 20, 2003 Crown executed a definitive agreement to merge
with Kinross Gold Corporation ("Kinross"), a Canadian corporation, as more fully
described in Note 2 (the "Merger"). The Merger is subject to the approval of
Crown's shareholders and customary closing conditions. Crown currently has no
source of recurring revenue and Crown anticipates any future recurring revenue
would only occur after the successful development of its Buckhorn Mountain
Project. The successful development of the Buckhorn Mountain Project is
dependent on several factors, many of which are beyond the control of Crown.
Crown cannot provide any assurance that the Merger with Kinross will be
completed as planned, or that it will be able to successfully permit and develop
the Buckhorn Mountain Project in the event the Merger is not completed (see Note
2).
Crown currently has limited financial resources and, accordingly is not
engaged directly in any significant exploration or development activity other
than at its Buckhorn Mountain Project. Crown's current objective is to complete
the permitting process for development of the Buckhorn Mountain Project in
conjunction with Kinross (see Note 3). Unless Crown is successful in these
objectives, it is unlikely that Crown will be in a position in the foreseeable
future to pursue additional exploration or development projects. Furthermore, in
the event the Merger with Kinross is not consummated, Crown will need
significant additional financial resources to develop the Buckhorn Mountain
Project and Crown cannot assure you that it will be able to obtain such
financial resources. Crown currently estimates the initial capital cost for the
Buckhorn Mountain Project will require approximately $32.6 million. Based upon
Crown's current business plan, Crown estimates its current financial resources
are sufficient to fund its operations through the first quarter of 2007.
SPIN-OFF OF SOLITARIO
On July 26, 2004, Crown completed a spin-off of Solitario's shares to
its shareholders, whereby each Crown shareholder received 0.2169 shares of
Solitario common stock for each Crown share they owned. As part of the spin-off,
on July 26, 2004, Crown retained 998,306 shares of Solitario common stock (the
"Retained Shares") for the benefit of Crown's warrant holders who will receive
those shares when the warrant holders exercise their warrants. Subsequent to the
spin-off, Crown distributed 962,302 Retained Shares upon the exercise of
warrants and at December 31, 2005, had 36,004 Retained Shares. Although Crown
claims no beneficial interest in the Retained Shares, Crown carries its
investment in the Retained Shares at fair value with changes in the fair value
recorded in the statement of operations. At December 31, 2005 and 2004, Crown
has recorded an unexercised warrant liability of $542,000 and $12,881,000,
respectively, which includes $56,000 and $1,428,000, respectively, classified as
a current liability for the portion of the unexercised warrant liability which
will be settled by the Retained Shares to be distributed and $486,000 and
$11,453,000, respectively, for the fair value of the unexercised warrant
liability which will be settled in shares of Crown common stock, classified as
non-current. Crown records any changes in the value of the unexercised warrant
liability in the statement of operations. (See Note 7) During the years ended
December 31, 2005 and December 31, 2004, Crown recorded a gain on its investment
in Retained Shares of
F-B7
$37,000 and $1,263,000, respectively, and Crown recorded a loss on derivative
instruments related to its unexercised warrant liability of $205,000 and
$3,475,000, respectively. In addition, Crown retained 93 Solitario shares, from
fractional shares, which Crown intends to sell. After the disposition of the
Solitario shares retained for warrant holders and fractional shares, Crown will
no longer own any shares of Solitario.
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 provided for 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 common stock of Crown at $0.75 per share, and (iv)
warrants, which expire in October 2006 that entitle the holders the right to
purchase, in the aggregate, 5,714,285 shares of Crown common stock at an
exercise price of $0.75 per share. The interest on the Secured 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 July 2005, Wells Fargo Bank, Minnesota (the "Disbursing Agent")
exercised warrants due to the unexchanged Debentures for 68,589 shares on a
cashless basis into 42,996 shares of Crown common stock.
In order to effect the Plan on the Effective Date, Crown entered into a
Custody and Disbursing Agreement with the Disbursing Agent as well as trust
indentures with Deutsche Bank Trust Company, Americas, as Trustee on the Secured
Notes and with Wells Fargo Bank Minnesota, N.A. as Trustee on the Subordinated
Notes. As of March 1, 2006, $180,000 in Debenture certificates have not been
presented. If all of these Debentures are presented, the disbursing agent will
distribute $12,000 in cash (plus the dividend paid to the Disbursing agent for
Crown Stock it held on behalf of the unexchanged Debentures on July 26, 2005),
68,589 shares of Crown common stock from the converted Secured Notes (plus
accrued interest since June 11, 2002), 64,000 shares of Crown common stock from
the converted Subordinated Notes (plus accrued interest since June 11, 2002),
and 42,996 shares of Crown common stock from exercised warrants. The Debenture
holders have until June 2007 to present their certificates to the Disbursing
Agent, at which time the Disbursing Agent will deliver to Crown any
undistributed cash and Crown common stock.
FINANCIAL REPORTING
The consolidated financial statements include the accounts of Crown and
its wholly and majority-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation. Undivided
interests in mineral properties are accounted for by the proportionate
consolidation method in accordance with standard practice in the mining
industry.
Prior to Crown's distribution of Solitario on July 26, 2004, Crown
accounted for its investment in Solitario under the equity method of accounting.
Crown recorded as treasury stock its proportionate share of Solitario's recorded
cost basis for Solitario's investments in the equity securities of Crown.
Crown's proportionate interest in Solitario's gains and losses associated with
changes in the fair value of Solitario's investment in Crown warrants and
Solitario's investment in Crown common stock are not recognized in Crown's
statement of operations, or as a component of comprehensive income (loss),
respectively. See Notes 4 and 5. Crown accounted for sales of common stock by
Solitario as equity transactions. In 2004 and 2003 Solitario had sales of common
stock that resulted in an increase in Crown's carrying amount of its investment
in Solitario of $250,000 and $383,000, respectively. These sales were recorded
as increases in additional paid-in capital as disproportionate share on sale of
unconsolidated subsidiary stock.
F-B8
USE OF ESTIMATES
The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States of America, requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates and the differences could be material.
CASH EQUIVALENTS
Cash equivalents include investments in highly liquid debt securities
with maturities of three months or less when purchased.
RESTRICTED INVESTMENTS
All amounts classified as short term investments in the consolidated
balance sheets at December 31, 2005 and 2004 relate to cash bonds under which
Crown has completed its reclamation activities. Crown anticipates that a portion
of these bonds will be released during 2006. Included in non-current assets at
December 31, 2005 and 2004 are $91,000 of restricted investments.
MINERAL PROPERTIES AND INTERESTS
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 land and leasehold costs
from mineral properties to mineral interests (intangible assets). Crown's
mineral interests represent mineral use rights for parcels of land not owned by
Crown. Crown's mineral interests relate to its Buckhorn Mountain Project and the
value of such intangible assets is primarily determined by the nature and amount
of economic minerals believed to be contained, or potentially contained therein.
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 probable
reserves. As all of Crown's capitalized costs since January 1, 2002, have
related to the Buckhorn Mountain Project that has probable reserves, Crown has
not recorded any amortization of those costs. On April 30, 2004, the Financial
Accounting Standards Board ("FASB") issued a FASB Staff Position ("FSP")
amending SFAS No. 141 and SFAS No. 142 pursuant to the consensus reached in
Emerging Issues Task Force ("EITF") Issue No. 04-2 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 adopted EITF 04-2 on April 1, 2004 and reclassified all of its
mineral interests conveyed by leases from MINERAL INTERESTS, NET to MINERAL
PROPERTIES, NET in the balance sheets.
Land and leasehold acquisition costs and development costs on mineral
properties with proven or probable reserves are capitalized and will be depleted
using the units-of-production method over the estimated life of the reserves. If
there are insufficient reserves to use as a basis for depleting such costs, they
are written off as a mineral property impairment in the period in which the
determination is made. Interest costs are capitalized on mineral properties in
development. Interest is capitalized by applying a weighted average interest
rate, including the effects 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 interest costs of $374,000, $3,884,000, and $3,068,000
for the years ended December 31, 2005, 2004 and 2003, respectively. At December
31, 2005 and 2004 a total of $18,143,000 and $17,769,000, respectively, of
interest costs have been capitalized as mineral properties at the Buckhorn
Mountain Project.
F-B9
Crown expenses all exploration costs incurred on its mineral
properties, other than acquisition costs, prior to the establishment of proven
or probable reserves. Development costs incurred on mineral properties with
proven or probable reserves are capitalized as mineral properties. Crown
regularly performs evaluations of its investment in mineral properties to assess
the recoverability and the residual value of its investments in these assets.
All mineral properties 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 undiscounted 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 property impairments in 2005, 2004 or 2003.
At December 31, 2005 and 2004, Crown has capitalized costs, net of
amortization, of $38,771,000 and $35,639,000, respectively, related entirely to
the Buckhorn Mountain Project. The recoverability of these costs is dependent
on, among other things, the successful permitting and development of the
Project.
MARKETABLE EQUITY SECURITIES
Crown's investments in marketable equity securities are classified as
either available-for-sale or trading and are carried at fair value. The cost of
marketable equity securities sold is determined by the specific identification
method. Changes in fair value of available-for-sale securities are recorded in
accumulated other comprehensive income (loss) within stockholders' equity,
unless a decline in market value is considered other than temporary, which is
recognized as a loss in the statement of operations. Changes in fair value of
trading securities are recorded in the statement of operations.
During the year ended December 31, 2004, realized gains from sales of
marketable equity securities amounted to $70,000. During the years ended
December 31, 2005 and 2003 there were no realized gains or losses from sales of
marketable equity securities and during the year ended December 31, 2003,
unrealized gains of $23,000, were recorded in accumulated other comprehensive
income (loss) in the statement of stockholders' equity.
FIXED ASSETS
Crown's fixed assets consist primarily of office equipment, furniture
and art and are classified as other assets in the accompanying financial
statements. Office equipment and furniture are depreciated over their useful
lives using the straight-line method. Art is not depreciated. Accumulated
depreciation was $203,000 and $217,000, respectively, as of December 31, 2005
and 2004. Crown recorded depreciation expense of $14,000, $12,000, and $15,000,
respectively for the years ended December 31, 2005, 2004 and 2003.
GAIN AND LOSS ON DERIVATIVE INSTRUMENTS AND TRADING SECURITIES
On July 1, 2004 as a result of declaring, as a dividend, the
distribution of Crown's investment in 9,633,585 shares of Solitario, Crown's
warrants could be settled in both the Retained Shares and Crown common stock.
This required the change in the classification of Crown's warrants from an
equity derivative instrument to that of a liability derivative instrument,
pursuant to SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." Crown has recorded the fair value of the warrants using the
Black-Scholes option-pricing model. Any subsequent changes in the fair value of
Crown's warrants are recorded as a gain or loss in the statement of operations.
In addition, as a result of classifying the Retained Shares as a trading
security in accordance with SFAS No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," Crown records any gains or losses on the increase
in the fair value of it's investment in Solitario, based upon quoted market
prices, in the statement of operations.
The Black-Scholes option-pricing model utilizes certain assumptions
about the underlying securities to determine the fair value of our unexercised
warrants. These assumptions include (i) the current quoted market price of the
Retained Shares and shares of Crown's common stock as an estimate of intrinsic
value, (ii) an estimate of the annual volatility of the Crown shares to be
distributed of 71% at December 31, 2005 and 77% at December 31, 2004 based upon
the closing market price over the last five years of Kinross common shares,
which are used as a
F-B10
proxy for the volatility of Crown common shares as a result of the planned
merger between Crown and Kinross, (iii) an estimated risk free interest rate of
4.08% as of December 31, 2005 and 2.95% as of December 31, 2004 based upon the
current quoted interest rate for a similar-term United States Treasury strip
securities and (iv) the estimated life of the warrants of 0.5 years as of
December 31, 2005, based upon their expected life and 1.88 years as of December
31, 2004 based upon their expiration date. Changes in these factors could have a
material impact on our reported financial position, and results of operations.
LONG-TERM DEBT DISCOUNTS
Long-term debt discounts have been recorded to (i) recognize a
beneficial conversion feature on the Kinross convertible debt issued in June
2005, (ii) the relative fair value of warrants issued in conjunction with the
Senior and Secured Notes issued in 2002, and (iii) beneficial conversion
features on the Senior and Secured Notes issued in 2002. The fair value of the
warrants and the intrinsic value of the beneficial conversion features at the
time of the debt issuance are recorded as reductions to the carrying value of
the related debt instruments and increases in additional paid-in capital. These
debt discounts are amortized to interest expense using the effective interest
method over the term of the debt. Upon conversion of our Senior Notes during
2004 and the conversion of our Secured Notes during 2003, the remaining
unamortized debt discounts were charged to interest cost upon the conversion or
redemption. (See Note 5) Debt discounts are included in determining the interest
rate to be used for capitalization of interest costs. Through December 31, 2005,
amortization of all debt discounts of $5,002,000 have been included in
capitalized interest.
INCOME TAXES
Income taxes are provided for the tax effects of transactions reported
in the financial statements and consist of taxes currently due plus deferred
taxes related to the difference between the financial reporting and tax basis of
assets and liabilities using enacted tax rates. Deferred tax assets and
liabilities represent the future tax consequences of those differences, which
will either be taxable or deductible when the assets and liabilities are
recovered or settled. Deferred taxes also are recognized for operating losses
and tax credits that are available to offset future taxable income and income
taxes payable, respectively. A valuation allowance is provided if it is more
likely than not that some or all of the deferred tax assets will not be
realized.
COMPREHENSIVE INCOME (LOSS)
Comprehensive income or loss includes changes between the cost basis
and the fair value of marketable equity securities unless a decline in the fair
value of the marketable equity security is deemed permanent. Crown records any
gain or loss in its consolidated statement of operations upon the sale of
marketable equity securities in the period in which the security is sold.
EARNINGS (LOSS) PER SHARE
The calculation of basic and diluted earnings (loss) per share is based
on the weighted average number of common shares outstanding during the years
ended December 31, 2005, 2004, and 2003, net of the weighted average number of
treasury shares. Weighted average shares outstanding are reduced by Crown's
proportionate share of Solitario's holdings of Crown common stock. Stock
options, warrants and convertible debt securities that could potentially dilute
earnings per share but were excluded from the computation of per share amounts
as their inclusion would have been anti-dilutive, were approximately 6,112,000
shares in 2005, 8,243,000 shares in 2004, and 27,269,000 shares in 2003.
EMPLOYEE STOCK COMPENSATION PLANS
Crown follows Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" ("APB 25"). Under the terms of Crown's stock
option plans, the exercise price of options issued to employees and directors
equals the quoted market price of the stock on the date of grant. As a result of
repricing options under Crown's 1988 Stock Benefit Plan (the "1988 Plan") and
Crown's 1991 Stock Incentive Plan (the "1991 Plan") in
F-B11
1998 and 1999, Crown began to account for those option grants using variable
plan accounting as of July 1, 2000. The Plan of Reorganization rejected both the
1991 Plan and the 1988 Plan and all option awards were canceled. The Plan of
Reorganization approved Crown's 2002 Stock Incentive Plan (the "2002 Plan"). In
July 2002 Crown's Board of Directors granted options to purchase 3,375,000
shares of Crown common stock under the 2002 Plan. Of these, 2,600,000 were
deemed replacement options for cancelled options awards and Crown accounts for
these options as variable awards. Accordingly Crown accounts for increases and
decreases in the intrinsic value of the 2,600,000 options as compensation
expense in accordance with APB 25.
In December 2002, the Financial Accounting Standards Board (the "FASB")
issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure - an amendment of FASB Statement No. 123" ("SFAS No. 148"). SFAS No.
148 amends the disclosure requirements of SFAS No. 123 "Accounting For
Stock-Based Compensation" ("SFAS No. 123") to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results.
Pro forma information, in accordance with SFAS No. 148, has been
computed as if Crown had accounted for its stock options under the fair value
method prescribed by SFAS No. 123. The fair values of these options were
estimated at the date of grant using a Black-Scholes option pricing model with
the following assumptions for 2003 grants, respectively (there were no grants in
2005 or 2004); risk-free interest rates of 3.09%; dividend yields of 0%;
volatility factors of the expected market price of Crown's common stock of 89%;
and a weighted average expected life of the options of 3.5 years in 2003. The
weighted average fair values of the options granted are estimated at $0.27 per
share in 2003. Had Crown accounted for its stock options under the fair value
method of SFAS No. 123, the following results would have been reported:
For the year ended December 31,
(in thousands, except per share amounts) 2005 2004 2003
------ ------- -------
Net loss as reported $ (899) $(7,119) $(3,854)
Add: Stock-based compensation expense included
In reported net income (loss), net of related tax
effects - 342 2,063
Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax effects - (198) (134)
------ ------- -------
Pro forma net loss $ (899) $(6,975) $(1,925)
====== ======= =======
Basic and diluted loss per share:
As reported $ (0.02) $ (0.23) $ (0.59)
Pro forma $ (0.02) $ (0.23) $ (0.29)
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain
Hybrid Financial Instruments--an amendment of FASB Statements No. 133 and 140"
("SFAS No. 155"). SFAS No. 155 resolves issues addressed in SFAS No. 133
Implementation Issue No. D1, "Application of Statement 133 to Beneficial
Interests in Securitized Financial Assets." SFAS No. 155 will become effective
for the first fiscal year after September 15, 2006. The impact of SFAS No. 155
will depend on the nature and extent of any new derivative instruments entered
into after the effective date. Crown has not yet determined what effect if any,
the adoption of SFAS No. 155 will have its financial position, results of
operations or cash flows.
In September 2005, the Emerging Issues Task Force reached a consensus
on Issue No. 05-8, "Income Tax Consequences of Issuing Convertible Debt with a
Beneficial Conversion Feature," ("EITF No. 05-8"). EITF No. 05-8 provides that
the issuance of convertible debt with a beneficial conversion feature results in
a tax/book basis difference that should be accounted for as a temporary
difference for purposes of applying FASB Statement No. 109, "Accounting for
Income Taxes." EITF No. 05-08 further provides that the recognition of deferred
taxes for the temporary difference should be recorded as an adjustment to
additional paid-in capital, and that the recognition of deferred taxes for this
temporary difference will not impact the income statement and the effective tax
rate. EITF
F-B12
No. 05-8 is effective for reporting periods beginning after December 15, 2005,
and should be applied retrospectively to all instruments with a beneficial
conversion feature. Crown has not yet adopted EITF No. 05-8 and has not
determined what effect, if any, its adoption will have on Crown's financial
position, results of operations or cash flows.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and
Error Corrections" ("SFAS No. 154") which replaces Accounting Principles Board
Opinion No. 20, "Accounting Changes" ("Opinion No. 20") and SFAS No. 3,
"Reporting Accounting Changes in Interim Financial Statements." SFAS No. 154
requires retrospective application to prior periods of changes in accounting
principle, unless it is impracticable to determine either the period-specific
effects or the cumulative effect of the change. SFAS No. 154 defines
"retrospective application" as the application of a different accounting
principle to prior accounting periods as if that principle had always been used
or as the adjustment of previously issued financial statements to reflect a
change in the reporting entity and SFAS No. 154 defines "restatement" as the
revising of previously issued financial statements to reflect the correction of
an error. SFAS No. 154 carries forward without change the guidance in Opinion
No. 20 for reporting the correction of an error in previously issued financial
statements and changes in accounting estimate. SFAS No. 154 is effective for
accounting changes and corrections of errors made in fiscal years beginning
after December 31, 2005. Crown has not yet adopted SFAS No. 154 and has not
determined what effect, if any, its adoption will have on Crown's financial
position or results of operations or cash flows.
In December 2004, the FASB issued a revision to SFAS No. 123, entitled
"Share Based Payments" ("SFAS No. 123R") which establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services. SFAS No. 123R requires public entities to measure the
cost of employee services received in exchange for an award of equity
instruments based upon the grant-date fair value of the award and that the cost
be recognized over the period during which an employee is required to provide
service in exchange for the award, which is generally the vesting period. The
grant-date fair value of employee share options and similar instruments are
required to be measured using option-pricing models adjusted for any unique
characteristics of those instruments. SFAS No. 123R eliminates the alternative
to continue the use of the APB No. 25 intrinsic value method of accounting that
was provided in SFAS No. 123 "Share Based Payments" as originally issued. SFAS
123R is effective as of the beginning of the first interim or annual period that
begins after June 15, 2005. On January 1, 2006 Crown adopted SFAS 123R and its
adoption has not had any effect on its financial position or results of
operations or cash flows as all of Crown's outstanding options were exercised
during 2004, there have been no grants of new options since and Crown has no
outstanding options as of December 31, 2005 or 2004.
In December 2004, the FASB issued SFAS No. 153, entitled "Exchanges of
Nonmonetary Assets, an amendment of APB Opinion No. 29" ("SFAS No. 153"). The
guidance of APB Opinion No. 29 is based upon the principle that exchanges of
nonmonetary assets should be measured based upon the fair value of the assets
exchanged. The guidance in Opinion No. 29 included certain exceptions to that
principle. SFAS 153 eliminates the exception for nonmonetary exchanges of
similar productive assets that do not have commercial substance. A nonmonetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. SFAS 153 is
effective for nonmonetary asset exchanges occurring in fiscal periods beginning
after June 15, 2005. Crown adopted SFAS No. 153 in the third quarter of 2005 and
its adoption has not had any effect on its financial position or results of
operations or cash flows.
RECLASSIFICATION
During the year ended December 31, 2005, Crown determined that additions
to mineral properties on account for which payment had not been made represented
non-cash investing activities that should not have been reported in its
statements of cash flows. Historically, Crown had reflected the additions as
investing cash flows in the periods in which the liabilities were incurred, and
included changes in the related liability in cash flows from operating
activities. Management has concluded that the misclassification was not material
to the consolidated financial statements, and accordingly Crown's consolidated
statement of cash flows for the year ended December 31, 2004 has been
reclassified from the amounts previously reported to increase cash used in
operating activities by $876,000, and to decrease cash flows used in investing
activities by a corresponding amount.
F-B13
2. MERGER AGREEMENT
On November 20, 2003, Crown executed a definitive agreement entitled
"Acquisition Agreement and Agreement and Plan of Merger" (the "Merger
Agreement") with Kinross, whereby each share of Crown's outstanding common stock
would have been exchanged for 0.2911 shares of Kinross common stock at closing.
The Merger is subject to the approval of two-thirds of Crown's shareholders and
customary closing conditions. Under the Merger Agreement, Crown is required to
operate its business in the ordinary course, and Crown is restricted from
engaging in certain significant business and financing transactions, or changes
in corporate structure. On July 26, 2004, Crown completed a spin-off of its
Solitario shares to its shareholders as contemplated under the Merger Agreement
as discussed below under Note 4.
On May 31, 2005, Crown and Kinross amended the Merger Agreement to (i)
extend the Termination Date from May 31, 2005 to March 31, 2006, (ii) increase
the Exchange Ratio to 0.34 shares, (iii) put a valuation collar on the
transaction whereby the maximum value of Kinross common shares to be issued to
Crown shareholders (excluding any Crown common shares held by Kinross) is $110
million and the minimum value is $77.5 million, (iv) provide that Kinross would
invest in a $10 million convertible debenture issued by Crown (the "Convertible
Debenture") on or before June 20, 2005, and (v) provide that if Crown paid a
dividend of up to $0.21 per share to its shareholders, Kinross would reimburse
Crown upon the payment of certain third party invoices for all permitting and
development of Crown's Buckhorn Mountain Project received by Crown after June 1,
2005. As a result of the May 31, 2005 amendment, as of December 31, 2005, Crown
has recorded an increase in mineral properties of $2,418,000 for permitting and
other related costs on invoices received after June 1, 2005 to be paid by
Kinross which has been recorded as a capital contribution to paid-in capital.
Through December 31, 2005 Kinross has paid $1,930,000 of those costs and Crown
has recorded a receivable from Kinross of $488,000 as of December 31, 2005 in
stockholders equity for the balance.
The Convertible Debenture was issued on June 20, 2005 and has a term
of five years, an interest rate of 4% payable annually with a provision to delay
the payment of the first two annual interest payments until the date of the
third annual payment, at Crown's election. The Convertible Debenture is
convertible at Kinross' option any time after September 30, 2005 and prior to
maturity into 5.8 million shares of Crown, plus shares for any accrued interest.
In the event the Merger Agreement is terminated other than as a result of a
default by Crown, Crown shall have the right to convert all amounts due under
the Convertible Debenture by providing 30 days prior notice to Kinross. Any
shares issued upon conversion of the Convertible Debenture, or any portion
thereof, will be restricted stock. Crown recorded a beneficial conversion
feature discount of $1,624,000 to additional paid-in capital, representing the
difference between the market price of Crown's common stock on June 20, 2005 of
$2.00 and the conversion price of $1.72 per share of Crown's common stock. The
discount is being amortized over the stated term of the Convertible Debenture.
Crown capitalized interest cost of $158,000 to its Buckhorn Mountain Project
from amortization of the beneficial conversion feature discount to development
cost during the year ended December 31, 2005. Crown used the majority of the
proceeds from the sale of the Convertible Debenture to pay a dividend of $0.21
per share on July 26, 2005 to holders of record of Crown common stock as of July
14, 2005. In addition, Crown accrued $211,000 of interest on the Convertible
Debenture for the year ended December 31, 2005 which was capitalized to Crown's
Buckhorn Mountain Project.
On February 24, 2006 Crown and Kinross amended the Merger Agreement to (i)
extend the date on which either party may terminate the Merger Agreement if the
merger contemplated therein has not closed (the "Termination Date") from March
31, 2006 to December 31, 2006, (ii) removed the valuation collar on the
transaction, (iii) reduce the exchange ratio to 0.32 shares of Kinross stock and
(iv) provide that if the merger is not completed by July 1, 2006 Kinross will
loan Crown $2,000,000 in a three year note with the proceeds to be used to
extinguish an existing third party net smelter royalty at the Buckhorn Mountain
Project.
C. Either Kinross or Crown may terminate the Merger Agreement upon the
occurrence of a material breach of the agreement by the other party as defined
in the Merger Agreement.
F-B14
Additionally, holders of unexercised warrants to purchase shares of
Crown common stock have the right to elect to exchange the warrant for 0.32
shares of Kinross common stock for each share of Crown common stock that would
have been issued on the exercise of the warrant immediately prior to the
effective date of the Merger on a cashless basis, or absent making this
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. Crown had warrants outstanding which are exercisable
for up to 312,377 and 8,243,335 shares, respectively, as of December 31, 2005
and December 31, 2004 with an exercise price of $0.75 per share and which expire
in October 2006.
Concurrently with an amendment to the Merger Agreement, signed on December
30, 2004, Crown agreed to sell to Kinross and Kinross agreed to purchase from
Crown 511,640 newly issued shares of Crown common stock at the fair market value
of the stock of $1.9545 per share or $1,000,000 in the aggregate. The fair
market value of the common stock was based upon the average of the closing
market price of a share of Crown common stock for the twenty days prior to
December 30, 2004. The closing of the sale of these shares occurred on January
18, 2005. Kinross received restricted stock in the offering. Crown used the
proceeds from the sale to pay for permitting costs related to its Buckhorn
Mountain Project.
3. MINERAL PROPERTIES:
Buckhorn Mountain Project
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 (both companies
referred to as "Newmont") on January 10, 2001. The Buckhorn Mountain Project has
reported reserves of 991,000 ounces of contained gold in 3,075,000 tons of ore,
based on a December 2003 feasibility study (the "SRK Feasibility Study"). Crown
previously reported reserves of 839,000 ounces based upon a 2000 study by Mine
Reserves Associates, Inc. of Wheat Ridge, Colorado.
The Buckhorn Mountain Project is held by a combination of fee
ownership and unpatented mining claims. The ore deposit lies entirely on
patented claims owned by Crown. Royalties on mineral property controlled by
Crown payable to third parties vary from a 2.0% net smelter return royalty to an
8.33% net profits royalty on certain unpatented mining claims. The ore body as
currently defined is subject only to a sliding-scale royalty payable to Newmont
of 0.5% to 4%, depending on the price of gold. The Newmont royalty may be
purchased in its entirety for $2.0 million at any time before July 23, 2006.
In July 2001, Crown completed an agreement (the "Termination
Agreement") with Newmont to terminate its joint venture on the Buckhorn Mountain
Project, under which Newmont was entitled to earn a 54% interest in the Buckhorn
Mountain Project by building a 3,000-ton per day milling facility. During 2002
Crown began seeking regulatory approval and permits to operate an underground
mining operation at the Buckhorn Mountain Project, which Crown believes
significantly reduces the environmental impacts compared to the open-pit mining
plan proposed by Newmont.
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, which
is located approximately 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 cost to Crown 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
first 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
F-B15
toll-milling terms regarding (among other terms) grade, delivery, commingling
and refining, and regulatory approval.
As a result of signing the Toll Milling Agreement with Echo Bay
Minerals, Crown has prepared an amended Buckhorn Mountain Project Plan of
Operations to accommodate this change in operation. Crown is unaware of any
legal impediments to permitting a mining operation as proposed in the Amended
Buckhorn Mountain Project Plan of Operations. Although Crown is not aware of any
laws or regulations which would be violated by the mine design proposed in the
SRK feasibility study, as subsequently modified in the environmental review
process, until all permits are received there will continue to be uncertainty
regarding the ability of Crown to obtain the necessary permits to develop the
Buckhorn Mountain Project in a timely manner, if ever. Construction of the
Buckhorn Mountain Project may not begin prior to the successful issuance of the
remaining permits.
On April 16, 1992, Crown filed a patent application for nine
unpatented mining claims with the United States Department of the Interior. 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 U.S. Government to the successful patent
applicant. The Department of Interior-Bureau of Land Management granted the
patents to Crown on December 21, 2004.
Approval of the patent application did not change the ultimate
ownership of the reserves at the Buckhorn Mountain Project. Previously, the
mineral rights under the unpatented claims were subject to meeting certain
annual maintenance work requirements and payment of an annual claim fee. The
U.S. Government owns the surface rights on Crown's remaining unpatented claims.
Approval of the patent application eliminated the annual maintenance and fee
requirement as well as conveying perfected title to us regarding the surface
rights on the previously unpatented claims.
Kings Canyon
The Kings Canyon property in Utah consists of 360 acres of unpatented
claims. Crown holds a 100% interest in the property, subject to a 4% net smelter
royalty to third parties. There are no capitalized costs related to the Kings
Canyon property as of December 31, 2005. Crown intends to maintain the property
and may seek a joint venture partner to further evaluate and develop the Kings
Canyon property or sale the property outright.
CAPITALIZED COSTS
Mineral properties costs are comprised of the following:
December 31,
--------------------
(in thousands) 2005 2004
-------- --------
Mineral property land and leasehold costs $ 24,482 $ 24,247
Less accumulated depreciation, depletion and amortization (601) (601)
-------- --------
Land and leasehold costs, net 23,881 23,646
Mineral property development costs 14,890 11,993
-------- --------
Total mineral property $ 38,771 $ 35,639
======== ========
All amounts in the table above relate to Crown's Buckhorn Mountain Project,
which contains all of Crown's total probable gold reserves and its only property
in development. Crown had no foreign assets at December 31, 2005 and 2004.
4. INVESTMENT IN SOLITARIO RESOURCES CORPORATION:
As discussed in Note 1, Crown accounted for its investment in Solitario
under the equity method of accounting until July 26, 2004 when Crown distributed
its holdings of 9,633,585 shares of Solitario's common stock to its
stockholders. The fair value, based on the quoted market price, of Crown's
9,633,585 shares of Solitario common stock was approximately $11,271,000 at July
26, 2004 and $13,198,000 at December 31, 2003.
F-B16
Condensed financial information of Solitario is as follows:
STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31,
----------------------
(in thousands) 2003
-------
Unrealized gain on derivative instruments $ 5,438
Other costs and expenses (2,084)
-------
Net income $ 3,354
=======
The following is a reconciliation of Solitario's reported net income (loss)
to amounts reported by Crown as its equity in loss of Solitario:
(in thousands) FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
2004** 2003
-------- -------
Solitario net income (loss) as reported $ (2,205) $ 3,354
Adjustments:
Solitario's derivative (gains) and losses recorded in its statement of
operations for its holdings of Crown warrants, net of $800 and
$669, respectively, of tax in 2004 and 2003 942 (4,769)
Other, net - -
-------- -------
Solitario adjusted loss (1,263) (1,415)
-------- -------
Crown weighted average percentage (1) (2) 37.6% 40.4%
-------- -------
Crown's equity in loss of unconsolidated subsidiary $ (475) $ (571)
======== =======
**Operations during the period from January 1, 2004 to July 26, 2004, the date
of the spin-off.
(1) The weighted average interest of Crown in Solitario's net income or loss
for the year ended December 31, 2003 reflects the dilution of Crown's
ownership interest resulting from Solitario's sale of its common stock to a
third party in November 2003. As discussed below, this transaction reduced
Crown's investment in Solitario to 38.7% as of December 31, 2003.
(2) The weighted average interest of Crown in Solitario's net loss for the year
ended December 31, 2004 reflects the dilution of Crown's ownership interest
resulting from Solitario's issuance of 1,021,000 shares of its common stock
upon the exercise of options. These transactions reduced Crown's investment
in Solitario from 38.7% as of December 31, 2003 to 37.1% as of July 26,
2004, the spin-off date. Crown's proportionate interest in this issuance of
Solitario shares has been recorded as an increase in Crown's investment in
Solitario, and an increase in additional paid-in capital, net of taxes.
For purposes of calculating its investment in Solitario and its equity in
Solitario's earnings and losses, Crown has excluded the amounts reported by
Solitario with respect to its investment in Crown warrants and Crown common
stock.
On November 4, 2003, Solitario completed a private placement to certain
Canadian based funds managed by Sprott Asset Management of Toronto, Ontario of
1,500,000 of Solitario common shares at a price of Cdn $1.20 per share for total
proceeds of Cdn $1,800,000, or approximately $1,310,000 (net). The additional
shares reduced Crown's interest in Solitario to 38.7% at December 31, 2003 from
41.2% at September 30, 2003. Crown's proportionate interest in this sale has
been recorded as an increase in Crown's investment in Solitario, and an increase
in additional paid-in capital, net of taxes.
DISTRIBUTION OF SOLITARIO SHARES IN THE SPIN-OFF
The distribution of Crown's equity-method investment in Solitario was
accounted for at the recorded amount of the non-monetary assets distributed,
pursuant to Accounting Principles Board Opinion No. 29, "Accounting for
Non-monetary Transactions" ("APB Opinion 29"). Accordingly, on July 26, 2004,
Crown reduced its equity method investment in Solitario by the recorded value of
$1,355,000, reduced its treasury stock by $699,000 for shares of Crown stock
held by Solitario. As of December 31, 2003, Crown had recorded other
comprehensive income of $3,000, net of taxes of $1,000, for its interest in
Solitario's gain on marketable equity securities. During 2004 Crown had recorded
a decrease in other comprehensive income for its share of the value of
Solitario's marketable equity securities of $20,000, net of taxes of $10,000, to
a total accumulated loss of $17,000, net of tax of $9,000, as of July 26, 2004.
Upon the spin-off, Crown increased its other comprehensive income by
F-B17
$17,000, net of tax of $9,000 for Crown's share of Solitario's loss on
marketable equity securities. As a result of retaining the 998,306 Retained
Shares, on July 26, 2004, Crown reclassified its remaining equity investment in
Solitario of $214,000 to its investment in Solitario Resources Corporation. As
Crown had an accumulated deficit on the date of the spin-off, Crown charged
additional paid-in capital $1,867,000 for the disposition of its equity-method
investment in Solitario less the recorded investment in retained shares of
Solitario.
Although the spin-off of Crown's interest in Solitario to its stockholders
is a taxable transaction, it will not result in current tax due to the
utilization of net operating losses. In connection with the spin-off, Crown
recorded a $2,808,000 charge to deferred income tax expense. Subsequent to the
spin-off, changes in the fair value of the unexercised Crown warrants result in
permanent differences for income tax purposes.
5. LONG-TERM DEBT:
Convertible Debenture
The Convertible Debenture was issued on June 20, 2005 and has a term of
five years, an interest rate of 4% payable annually with a provision to delay
the payment of the first two annual interest payments until the date of the
third annual payment, at Crown's election. The Convertible Debenture is
convertible at Kinross' option any time after September 30, 2005 and prior to
maturity into 5.8 million shares of Crown, plus shares for any accrued interest.
In the event the Merger Agreement is terminated other than as a result of a
default by Crown, Crown shall have the right to convert all amounts due under
the Convertible Debenture by providing 30 days prior notice to Kinross. Any
shares issued upon conversion of the Convertible Debenture, or any portion
thereof, will be restricted stock. Crown determined the conversion feature is
not an embedded derivative of the Convertible Debenture as described in SFAS No.
133 and, accordingly does not record changes in the fair market value of the
convertible Debenture in its statement of operations.
Crown recorded a beneficial conversion feature discount of $1,624,000 to
additional paid-in capital, representing the difference between the market price
of Crown's common stock on June 20, 2005 of $2.00 and the conversion price of
$1.72 per share of Crown's common stock. The discount is being amortized over
the stated term of the Convertible Debenture. Crown capitalized interest cost of
$158,000 to its Buckhorn Mountain Project from amortization of the beneficial
conversion feature discount to development cost during the year ended December
31, 2005. Crown used the majority of the proceeds from the sale of the
Convertible Debenture to pay a dividend of $0.21 per share on July 26, 2005 to
holders of record of Crown common stock as of July 14, 2005. In addition, Crown
accrued 211,000 of interest on the Convertible Debenture for the year ended
December 31, 2005 which was capitalized to Crown's Buckhorn Mountain Project.
Senior Notes
In October 2001 Crown issued $3,600,000 of 10% convertible secured
promissory notes due in October 2006 (the "Senior Notes"). Crown used $1,000,000
of the proceeds to pay the cash component due the former Debenture holders
described in Note 1. The remaining proceeds were used by Crown for general
corporate purposes. The Senior Notes were secured by all of the assets of Crown
on a pari-passu basis with the Secured Notes, discussed below.
The Senior Notes had a five-year term and carry a 10% interest rate,
payable quarterly in cash or Crown common stock at the conversion prices of
$0.35 and $0.2916 per share at the election of Crown. Originally, proceeds of
$3,250,000 from the Senior Notes were placed in escrow pending restructuring of
the Debentures (the specific Senior Notes related to the proceeds placed in
escrow were also referred to as "Escrowed Notes"). Solitario invested $650,000
in these Escrowed Notes. The Escrowed Notes are convertible into Crown common
shares at a conversion price of $0.35 per share, subject to adjustment. In
addition, the Escrowed Note holders have been issued a five-year warrant for
every share into which the Escrowed Notes are convertible. Each warrant is
exercisable into a Crown common share at $0.75 per share, subject to adjustment.
Solitario also invested in a separate Senior Note, (referred to as the
"Solitario Note") for the remaining $350,000 of the Senior Notes. These funds
were made immediately available to Crown for general corporate purposes. The
Solitario Note was convertible into Crown
F-B18
common shares at a conversion price of $0.2916 per share, subject to adjustment.
In addition, Solitario has been issued a five-year warrant to acquire 1,200,000
shares of Crown common stock at $0.60 per share, subject to adjustment. The
terms of the Solitario Note and the related warrant are otherwise identical to
the terms of the Escrowed Notes and warrants. On July 14, 2004 holders of
Crown's $3,600,000 10% Convertible Senior Notes converted all of the outstanding
notes into 10,744,249 shares of Crown common stock (which include 258,537 shares
for accrued interest through the date of conversion). As of December 31, 2005
Crown has no Senior Notes outstanding.
On the date of issuance, the warrants described above had an estimated fair
value of $379,000, which was recorded as a discount to the Senior Notes and
credited to additional paid-in capital. This warrant discount was being
amortized over the life of the Senior Notes and charged to capitalized interest
cost, using the effective interest method. Upon conversion of the Senior Notes
in July 2004, the remaining unamortized warrant discount of $179,000 was charged
as capitalized interest cost.
Under generally accepted accounting principles, any intrinsic value of the
conversion feature (market price of the stock less the effective conversion
price) of the Senior Notes, commonly know as the beneficial conversion feature,
must also be recorded as a discount to the Senior Notes. On the date of
issuance, October 19, 2001, there was no intrinsic value associated with the
beneficial conversion feature of the Senior Notes and no discount was recorded
thereon. However, when the Bankruptcy Court approved the Plan of Crown on May
30, 2002, the terms of the Senior Notes were effectively changed, since the
conversion price remained unchanged despite the 1 for 5 reverse split required
by the Plan of Reorganization. Based upon these revised terms, the intrinsic
value of the beneficial conversion feature of the Senior Notes as of their
issuance date was $3,221,000. Effective May 30, 2002, this amount was recorded
as a discount to the Senior Notes and credited to additional paid-in capital.
This beneficial conversion feature discount was being amortized over the
remaining life of the Senior Notes as of May 30, 2002 and was charged to
capitalized interest cost. Upon conversion of the Senior Notes in July 2004, the
remaining unamortized discount for the beneficial conversion feature of
$2,925,000 was charged as capitalized interest cost.
Secured Notes
As discussed in Note 1, Crown issued $2,000,000 in 10% convertible Secured
Notes as part of the Corporate Reorganization. The Secured Notes carried a 10%
interest rate payable quarterly in cash or Crown common stock at the election of
Crown. The number of shares of Crown's common stock that could have been issued
in satisfaction of accrued interest is calculated by dividing the value of the
accrued interest obligation at the stated interest rate by the conversion price
of $0.35 per share. The Secured notes were to mature in October 2006 and were
convertible into Crown common shares at $0.35 per share. The Secured Notes were
secured by all of the Assets of Crown on a pari-passu basis with the Senior
Notes. In addition, the Secured Note holders were issued a warrant, which
expires in 2006 for every share into which the Secured Notes are convertible.
The warrants were exercisable upon issuance. Each warrant is exercisable into a
Crown common share at $0.75 per share, subject to adjustment.
Crown recorded a discount of $1,257,000 to the Secured Notes for the
intrinsic value of the conversion feature on May 30, 2002 and credited
additional paid-in capital for that amount. On the same date, the warrants
associated with the Secured Notes had an estimated value of $286,000, which was
also recorded as consideration for the exchange of the Debentures and credited
to paid-in capital. The beneficial conversion feature was being amortized over
the remaining life of the Secured Notes as of May 30, 2002 and charged to
capitalized interest cost, using the effective interest method.
On November 21, 2003 the Secured Notes were called for redemption, and
prior to December 31, 2003, Secured Notes of $1,994,000 were converted into
5,697,131 shares of Crown common stock, with the remaining $6,000 of outstanding
Secured Notes being redeemed for cash. The remaining unamortized discount of
$940,000 was charged to capitalized interest cost during 2003 upon conversion of
the Secured Notes.
F-B19
Subordinated Notes
As discussed in Note 1, Crown issued $4,000,000 in 10% convertible
Subordinated Notes as part of the Debenture restructuring. The Subordinated
Notes carried a 10% interest rate payable quarterly in cash or Crown common
stock at the conversion price at the election of Crown. The Subordinated Notes
were to mature in October 2006 and were convertible into Crown common shares at
$0.75 per share. The conversion feature of the Subordinated Notes had no
intrinsic value on the issuance date and accordingly, there was no discount
recorded thereon. In October 2003 and November 2003 a total of $839,331 of
Subordinated Notes were converted into 1,119,108 shares of common stock prior to
the automatic conversion on November 5, 2003. On November 5, 2003 the remaining
$3,160,669 of Subordinated Notes were automatically converted into 4,214,225
shares of common stock. The automatic conversions were in accordance with the
provisions of the Subordinated Notes whereby the Subordinated Notes
automatically convert into common stock if the price of the common stock trades
above 233% of the conversion price of $0.75, or $1.75, for twenty consecutive
days. The shares related to the automatic conversion are deemed issued and
outstanding as of the date of the automatic conversion.
Subordinated B Notes
On February 21, 2003, Crown issued $2,705,000 of 10% Convertible
Subordinated Promissory Notes due in 2006, Series B (The "Subordinated B
Notes"). The Subordinated B Notes were convertible into common stock of Crown at
$0.75 per share. There was no beneficial conversion feature for the Subordinated
B Note as the market price was below the conversion price at issuance. The
Subordinated B Notes paid interest at 10% in stock or cash at Crown's option,
and were to mature in October 2006. Solitario invested $400,000 in the
Subordinated B Notes on the same terms as all other investors. On November 5,
2003, $2,705,000 of Subordinated B Notes were automatically converted into
3,606,667 shares of common stock. The automatic conversions were in accordance
with the provisions of the Subordinated B Notes whereby the 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 twenty consecutive
days. The shares related to the automatic conversion are deemed issued and
outstanding as of the date of the automatic conversion.
Keystone Note
In July 2001, as part of the termination of the joint venture on the
Buckhorn Mountain Project with Newmont, Crown assumed a note with a face value
of $250,000 due February 22, 2002 (the "Keystone Note"). Crown recorded the
Keystone Note at its discounted fair value of $237,000. On December 18, 2001
Crown amended the terms of the Keystone Note, by paying the holders of the
Keystone Note $30,000 and extending the term of the Keystone Note for a period
of four years, with a payment, including interest, of $20,000 due in June 2002
and four annual payments, including interest, of $50,000 beginning in December
2002. As a result of this amendment to the terms of the Keystone note, Crown
recorded a discount of $41,000 to its recorded value of the Keystone note for
the present value of the remaining payments, and other income of the same
amount. This discount is being amortized to capitalized interest cost over the
remaining term of the note. Crown recorded capitalized interest cost of $5,000
during 2005, $9,000, during 2004 and $13,000 during 2003 for amortization of its
discount on the Keystone note. The Keystone note was paid in full in December
2005.
Interest
Interest costs are capitalized on mineral properties in development.
Interest is capitalized by applying a weighted average interest rate to the
average capitalized costs during a period, up to a maximum of total interest
costs incurred during the period. Crown capitalized all of its interest costs of
$374,000, $3,884,000, and $3,068,000 for the years ended December 31, 2005, 2004
and 2003, respectively. At December 31, 2005 and 2004 a total of $18,143,000 and
$17,769,000, respectively, of interest costs have been capitalized as mineral
property at the Buckhorn Mountain Project.
F-B20
Prior to their conversion, Crown could pay interest on the Senior Notes,
the Secured Notes, the Subordinated Notes and the Subordinated B Notes in cash
or Crown common shares, at its election. Crown accrued interest at the nominal
rate of 10% during the period the notes were outstanding. For interest paid in
Crown common shares, capitalized interest cost was adjusted on the interest
payment date to the market value of the common shares issued on that date.
Crown recorded the following amounts to capitalized interest cost related
to long-term debt:
Year ended December 31,
--------------------------------------------------------------------
2005 2004 2003
----------- ------ ---------------------------------------------
(in thousands) SUBOR- SUBOR-
CONVERTIBLE SENIOR SENIOR SECURED DINATED DINATED
DEBENTURE NOTES NOTES NOTES NOTES B NOTES TOTAL
------ ------ ------- ------- -------- ------
Notes:
Stated interest 211 194 $360 $ 185 $339 $191 $1,075
Warrant discount
amortization - 41 74 - - - 74
Beneficial conversion
feature discount
amortization 158 138 125 213 - - 338
Unamortized discount
charged to interest cost
upon conversion - 3,105 - 940 - - 940
Increase (decrease) in
interest cost from
shares issued for interest - 397 373 200 27 28 628
---- ------ ---- ------ ---- ---- ------
Total 369 3,875 $932 $1,538 $366 $219 3,055
==== ====== ==== ====
Keystone Note 5 9 13
---- ------ ------
Total capitalized interest cost $374 $3,884 $3,068
==== ====== ======
Future minimum payments
Assuming the merger agreement with Kinross is not completed and Crown does
not exercise its right to convert the Convertible Debenture, Crown's future
minimum payments on the Convertible Debenture consist of an interest payment of
$1,200,000 in June 2008, interest payments of $400,000 each in June 2009 and
2009 and payment of principle and interest of $10,400,000 in June 2010.
6. INCOME TAXES:
Crown's income tax expense (benefit) from continuing operations consists of
the following:
(in thousands) 2005 2004 2003
----- ------ ------
Deferred:
U.S. $(446) $3,051 $ 408
Foreign - - -
Operating loss and credit carryovers:
U.S. 201 (27) (1,263)
Foreign - - -
----- ------ ------
Income tax expense (benefit) $(245) $3,024 $ (855)
===== ====== ======
During 2004 and 2003, income tax expense of $85,000 and $130,000,
respectively, was charged to stockholders' equity for Crown's additional paid-in
capital arising from Solitario's share issuances.
F-B21
During 2004, Crown recognized taxable compensation expense of $1,173,000
from the exercise of nonqualified stock options not subject to variable plan
accounting. Stockholders' equity has been credited in the amount of $400,000 for
the income tax benefit of these deductions.
During 2004 and 2003, Crown recorded other comprehensive loss of $23,000,
and $35,000, respectively, related to net unrealized losses on marketable equity
securities. Other comprehensive income has been credited in the amounts of
$8,000, and $12,000, respectively, for the income tax benefit associated with
these net unrealized losses.
The net deferred tax liabilities in the accompanying December 31, 2005 and
2004 balance sheets include the following components:
(in thousands) 2005 2004
------ ------
Deferred tax assets:
Net operating loss ("NOL") carryovers $2,564 $2,765
Other 232 225
------ ------
Deferred tax assets 2,796 2,990
------ ------
Deferred tax liabilities:
Exploration, development and mineral interests costs 4,488 4,836
Capitalized interest 4,447 4,391
Depreciation and amortization 460 403
Investment in Retained Shares 8 212
------ ------
Deferred tax liabilities 9,403 9,842
------ ------
Net deferred tax liabilities $6,607 $6,852
====== ======
A reconciliation of expected federal income tax expense (benefit) from
operations at the U.S. statutory rates with the expense (benefit) for income
taxes is as follows:
(in thousands) 2005 2004 2003
---------------------------------------------------------------------------------------
Income tax benefit at statutory rates $ (389) $(1,392) $(1,601)
Nondeductible option compensation - 116 865
Nondeductible loss on unexercised Crown warrants 70 1,182
Taxable spin-off - 2,808 -
Other 74 310 (119)
------ ------- -------
Income tax expense/(benefit) $ (245) $ 3,024 $ (855)
====== ======= =======
In connection with the confirmation of the Plan of Reorganization, Crown
had a greater than 50% change of ownership as defined in Section 382 of the
Internal Revenue Code. Pursuant to Section 382, the amount of future taxable
income available to be offset by Crown's carryovers is limited to approximately
$121,000 per year.
At December 31, 2005, Crown had unused NOL carryovers of approximately
$7,543,000, which begin to expire commencing in 2021.
7. UNEXERCISED WARRANT LIABILITY
On July 1, 2004, as a result of declaring, as a dividend, the distribution
of Crown's 9,633,585 shares of Solitario common stock, the classification of
Crown's warrants changed from an equity derivative instrument to that of a
liability derivative instrument in accordance with SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities". As a result, Crown recorded the
fair value of the warrants as unexercised warrant liability of $16,107,000 as of
July 1, 2004 with a corresponding charge to additional paid-in capital. All
subsequent increases and decreases in the fair value of the warrant are recorded
in the statement of operations as gain or loss on derivative instruments. Upon
exercise of the warrants, Crown reduces its investment in retained shares of
Solitario
F-B22
for the fair value of any Retained Shares distributed, records the fair value of
any shares of Crown common stock issued as stockholders' equity and reduces the
unexercised warrant liability by the fair value of the warrants exercised.
During the years ended December 31, 2005 and 2004, Crown recorded a loss on
derivative instrument of $205,000 and $3,475,000, respectively, related to the
increases in the fair value of the unexercised warrants.
Prior to the spin-off, in July 2004, holders exercised warrants for
3,771,428 shares of Crown common stock on a cashless basis and received
2,398,336 shares of Crown common stock. In addition, warrant holders exercised
warrants for 947,140 shares for cash by paying $711,000 and received 947,140
shares of Crown common stock. Crown reduced its unexercised warrant liability by
$6,284,000 and credited stockholders' equity by the same amount for the fair
value of the Crown stock issued related to those warrant exercises.
Subsequent to the spin-off, in August 2004, a warrant holder exercised a
warrant for 419,049 shares of Crown common stock on a cashless basis and
received 208,118 shares of Crown common stock and 48,293 Retained Shares. Crown
reduced its investment in retained shares of Solitario by $49,000, for the fair
value of the Retained Shares distributed on the date of exercise, credited
stockholders' equity by $368,000 for the fair value of the shares of Crown
common stock issued and reduced the unexercised warrant liability by the fair
value of the warrants exercised.
During 2005, warrant holders exercised warrants for 7,037,105 shares of
Crown common stock on a cashless basis and received 4,582,614 shares of Crown
common stock and 810,997 Retained Shares. During 2005, warrant holders exercised
warrants for 893,853 shares on a cash basis by paying Crown $670,000 and
received 893,953 shares of Crown common stock and 103,013 Retained Shares. As a
result of these exercises, during 2005, Crown reduced its investment in Retained
Shares by $1,409,000 for the fair value of the Retained Shares distributed on
the date of exercise, credited stockholders' equity by $11,135,000 for the fair
value of the shares of Crown common stock issued and reduced the unexercised
warrant liability by the fair value of the warrants exercised. At December 31,
2005 Crown has warrants exercisable into 312,377 shares of its common stock and
Crown has 36,004 Retained Shares related to those warrants.
Crown has recorded an unexercised warrant liability as of December 31, 2005
and 2004, of $542,000 and $12,881,000, respectively, which includes $56,000 and
$1,428,000, respectively, classified as a current liability for the portion of
the unexercised warrant liability which will be settled by the Retained Shares
to be distributed and $486,000 and $11,453,000, respectively, for the fair value
of the unexercised warrant liability which will be settled in shares of Crown
common stock, classified as non-current. The fair values for the Retained Shares
are based upon quoted market prices and the fair value of the warrants have been
determined using a Black-Scholes option-pricing model.
8. FAIR VALUE OF FINANCIAL INSTRUMENTS:
For certain of Crown's financial instruments, including cash and cash
equivalents, and short-term investments, the carrying amounts approximate fair
value due to their short maturities. The estimated fair value at December 31,
2005, based on quoted market prices, of Crown's Convertible Debenture was
$13,340,000, based upon the conversion of the Convertible Debenture into
5,800,000 shares of common stock at the closing market price of $2.30 per share.
The estimated fair value at December 31, 2004, based on quoted market prices, of
Crown's Senior Notes was $26,514,000. See Note 7 regarding the fair value of
Crown's warrants and its investment in Retained Shares.
9. COMMITMENTS AND CONTINGENCIES:
In acquiring its interests in mineral claims and leases, Crown has
entered into lease agreements, which generally may be canceled at its option.
Crown is required to make work commitments and minimum rental payments in order
to maintain its interests in certain claims and leases. Crown estimates its 2006
mineral property rentals and option payments to be approximately $20,000. Crown
has no estimated work commitments for 2006. Other optional lease payments,
including options for water rights and gravel sources for mine backfill are
estimated to be approximately $31,000 for 2006.
F-B23
Crown has a defined-contribution retirement plan covering all full-time
U.S. employees. The plan provides for Company matching, at the rate of 75%, of
employee savings contributions of up to 9% of compensation, subject to ERISA
limitations. The Company contributions in 2005, 2004 and 2003 were $46,000,
$39,000, and $38,000, respectively.
Crown leases office space under non-cancelable operating leases providing
for minimum annual rent payments of $27,000 in 2006. Rent expense for all leases
was $55,000, $37,000, and $55,000, for the years ended December 31, 2005, 2004
and 2003, respectively.
Effective January 1, 2002, Crown adopted the provisions of SFAS No. 143
"Accounting for Asset Retirement Obligations". During 2003, Crown acquired nine
monitoring wells related to its permitting at its Buckhorn Mountain Project.
Under Crown's proposed plan of operations these wells will be reclaimed prior to
the closure of the Buckhorn Mountain Project after mining. At December 31, 2005
and 2004, Crown has recorded an "asset retirement obligation" of $24,000 and
$23,000, respectively, which represents the estimated present value using a
discount rate of 7% of its estimated undiscounted cost of $58,000 to reclaim
these wells. At December 31, 2005 and 2004, Crown has capitalized as its asset
retirement cost a total of $24,000 and $23,000, respectively, and recorded
$27,000 and $27,000, respectively, of restricted cash for settling its asset
retirement obligation. The capitalized asset retirement obligation is a
component of mineral properties, net in the accompanying financial statements.
In order to obtain the necessary permits for the Buckhorn Mountain
Project, a Supplemental Environmental Impact Statement (the "Statement") is
being prepared by the Department of Ecology of the State of Washington (the
"WDOE"). Additionally, an Environmental Assessment is being prepared by the US
Forest Service for those activities being proposed on federal lands. The costs
of the review by the WDOE, the US Forest Service, and any third-party
contractors are billed to Crown by these respective entities on a periodic
basis. Crown has accrued $400,000 for these costs at December 31, 2005, based on
inquiries of the WDOE and third-party contractors regarding unbilled fees for
services rendered through December 31, 2005.
10...STOCK OPTION PLANS AND WARRANTS:
The 2002 Crown Stock Incentive Plan (the "2002 Plan") reserved 5,000,000
shares of Crown common stock for grants under the 2002 Plan. The 2002 Plan
provides that the Board of Directors may: (a) grant incentive stock options, as
defined in Section 422 of the Internal Revenue Code of 1986; (b) grant options
other than incentive stock options ("non-qualified stock options); (c) award
stock bonuses; (d) sell and issue shares pursuant to certain restrictions under
the 2002 Plan; and (e) award performance based awards as defined under the 2002
Plan. All options granted expire five years from the date of grant and vest 25%
on the date of grant, and 25% on each anniversary of the date of grant for the
next three years. In July 2004, the Board of Directors, in accordance with the
terms of the 2002 Plan, vested all remaining unexercised options. As of December
31, 2005, 3,739,000 options have been exercised and no options have expired from
the 2002 Plan.
The activity in the 2002 Stock Incentive Plan for the years ended December
31, 2005, 2004 and 2003 was as follows:
2005 2004 2003
----------------------- ----------------------- --------------
WEIGHTED WEIGHTED WEIGHTED
NUMBER OF AVERAGE NUMBER OF AVERAGE NUMBER OF AVERAGE
SHARES PRICE SHARES PRICE SHARES PRICE
------ ----- ------ ----- ------ -----
Outstanding, beginning of year - - 3,379,000 $0.40 3,375,000 $0.40
Granted - - - - 60,000 0.45
Exercised - - (3,379,000) 0.40 (56,000) 0.40
Cancelled / forfeited - - - - - -
Expired - - - - - -
-------- ----- ---------- ------ --------- -----
Outstanding, end of year - n/a - $0.40 3,379,000 $0.40
======== ===== ========== ====== ========= =====
Exercisable, end of year - n/a - $0.40 1,681,500 $0.40
======== ===== ========== ====== ========= =====
F-B24
Crown's 1988 Stock Benefit Plan (the "1988 Plan") and Crown's 1991 Stock
Incentive Plan (the "1991 Plan") had terms and conditions similar to the 2002
Plan, except that members of the Board of Directors could only receive formula
grants under the 1991 Plan. Up to 1,500,000 shares were reserved for grant under
each of the 1988 Plan and the 1991 Plan (for a total of 3,000,000 shares). All
options outstanding under the 1988 Plan expired in February 2002. The Plan of
Reorganization rejected both the 1988 Plan and the 1991 Plan and all related
option awards were cancelled. As of December 31, 2004, there were no outstanding
options for shares under the 1988 Plan or the 1991 Plan.
As a result of the repricing of existing options in 1999 and 1998, (under
both the 1988 and 1991 Option Plans) Crown began to account for the awards as
variable as of July 1, 2000, in accordance with FASB Interpretation No. 44,
("FIN 44") "Accounting for Certain Transactions involving Stock Compensation,
(an interpretation of APB Opinion No. 25)." Accordingly, an increase in the
current market price of Crown common stock above the higher of the option strike
price and the market price of Crown's common stock subsequent to July 1, 2000,
multiplied by vested options outstanding was recorded as compensation expense in
the period of the price increase. A subsequent reduction in the current market
price, to the extent of previously recorded compensation expense was credited as
a reduction of compensation expense. In July 2002 Crown's Board of Directors
granted options to purchase 3,375,000 shares under the 2002 Plan. Of these,
options to purchase 2,600,000 shares were deemed replacement options for
cancelled options awards with variable plan accounting. Accordingly, Crown
accounts for increases and decreases in the intrinsic value of the 2,600,000
options as compensation expense in accordance with APB 25 and FIN 44. During the
years ended December 31, 2004 and 2003 Crown recorded $518,000, and $3,126,000,
respectively, of compensation expense related to the vested portion of the 2002
option awards. Additionally, during the years ended December 31, 2004 and 2003,
Crown recorded (reductions) increases in unearned compensation of $(2,149,000),
and $1,856,000, respectively.
The activity in outstanding warrants for the years ended December 31,
2005, 2004 and 2003 was as follows:
2005 2004 2003
----------------------- ----------------------- -----------------------
WEIGHTED WEIGHTED WEIGHTED
WARRANTS AVERAGE WARRANTS AVERAGE WARRANTS AVERAGE
EXERCISABLE EXERCISE EXERCISABLE EXERCISE EXERCISABLE EXERCISE
FOR SHARES PRICE FOR SHARES PRICE FOR SHARES PRICE
---------- ----- ---------- ----- ---------- -----
Outstanding, beginning of year 8,243,335 $0.75 13,403,810 $0.74 16,200,000 $0.74
Issued - - - - - -
Exercised(1) (5,476,467) 0.75 (3,569,594) 0.72 (2,024,127) 0.75
Cancelled / forfeited (2,454,491) 0.75 (1,590,881) 0.72 (772,063) 0.75
Expired - - - - - -
========== ===== ========== ===== ========== =====
Outstanding, end of year (2) 312,377 $0.75 8,243,335 $0.75 13,403,810 $0.74
========== ===== ========== ===== ========== =====
(1) During 2005, holders of warrants for 7,037,106 shares exercised their
warrants on a cashless basis at market prices between $2.01 and $2.18 per
share for 4,582,614 shares of Crown common stock. Holders also exercised
warrants for 893,853 shares for cash at the exercise price of $0.75 per
share. During 2004, holders of warrants for 4,213,335 shares exercised
their warrants on a cashless basis at market prices between $1.49 and $2.50
per share for 2,622,454 shares of Crown common stock. Holders also
exercised warrants for 2,476,189 shares for cash at the exercise price of
$0.75 per share. During 2003, holders of warrants for 1,851,425 shares
exercised their warrants on a cashless basis at market prices between $1.50
and $2.50 per share for 1,079,362 shares of Crown common stock. Holders
also exercised warrants for 944,765 shares for cash at the exercise price
of $0.75 per share. (2) All warrants were exerciseable on issuance and
expire on October 19, 2006.
11. RELATED PARTY TRANSACTIONS
As discussed in Note 2 and 4, Crown executed a definitive agreement
entitled "Acquisition Agreement and Agreement and Plan of Merger" (the "Merger
Agreement") with Kinross, whereby each share of Crown's outstanding common stock
would have been exchanged for 0.2911 shares of Kinross common stock at closing,
which was subsequently amended to extend the termination date to December 31,
2006 and increase to 0.32 the Kinross shares exchanged for each share of Crown
common stock. On January 18, 2005 Kinross acquired 511,640 shares of Crown
common shares for $1,000,000. On June 20, 2005, we issued the $10,000,000
Convertible
F-B25
Debenture to Kinross. Crown recorded a beneficial conversion feature discount of
$1,624,000 to additional paid-in capital, which is being amortized over the
stated term of the Convertible Debenture. Crown capitalized interest cost of
$158,000 to its Buckhorn Mountain Project from amortization of the beneficial
conversion feature discount to development cost during the year ended December
31, 2005. Crown accrued $211,000 of interest on the Convertible Debenture for
the year ended December 31, 2005 which was capitalized to Crown's Buckhorn
Mountain Project. In addition as of December 31, 2005, Crown has recorded an
increase in mineral properties of $2,418,000 for permitting and other related
costs on invoices received after June 1, 2005 to be paid by Kinross which has
been recorded as a capital contribution to paid-in capital. Through December 31,
2005 Kinross has paid $1,930,000 of those costs and Crown has recorded a
receivable from Kinross of $488,000 as of December 31, 2005 in stockholders
equity for the balance.
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 corporate administrative costs for executive and technical
salaries benefits and expenses, 50% of Crown corporate administrative costs for
financial management and reporting salaries, benefits and expenses, and 75% of
Crown corporate administrative costs for investor relations salaries, benefits
and expenses. These allocations are based upon estimated time and expenses spent
by Crown management and employees on Crown activities and Solitario activities.
Management believes these allocations are reasonable and the allocations are
periodically reviewed by management and approved by independent Board members of
both Crown and Solitario. Management service fees are billed monthly, due on
receipt and are generally paid within thirty days. Management service fees paid
by Solitario were $423,000 for 2005, $390,000 for 2004, and $351,000, for 2003,
which are recorded as a reduction to general and administration costs. Solitario
and Crown have continued to operate under the management and technical services
agreement subsequent to the spin-off. If the Kinross merger is completed Crown
and Solitario are expected to terminate the management and technical services
agreement.
On July 26, 2004, Crown completed a spin-off of Solitario's shares to its
shareholders, whereby each Crown shareholder received 0.2169 shares of Solitario
common stock for each Crown share they owned. As part of the spin-off, on July
26, 2004, Crown retained 998,306 Retained Shares for the benefit of Crown's
warrant holders who will receive those shares when the warrant holders exercise
their warrants. Subsequent to the spin-off, Crown distributed 962,302 Retained
Shares upon the exercise of warrants and at December 31, 2005, had 36,004
Retained Shares. Crown carries its investment in the Retained Shares at fair
value with changes in the fair value recorded in the statement of operations.
Crown has recorded an unexercised warrant liability of $542,000, which includes
$56,000 classified as a current liability for the portion of the unexercised
warrant liability which will be settled by the Retained Shares to be distributed
and $486,000 for the fair value of the unexercised warrant liability which will
be settled in shares of Crown common stock, classified as non-current. During
the years ended December 31, 2005 and 2004, Crown recorded a gain of $37,000 and
$1,263,000, respectively, on its investment in retained shares of Solitario. See
Note 7 above. In addition Crown retained 93 shares, from fractional shares,
which it intends to sell. After the disposition of the Retained Shares and
fractional shares, Crown will no longer own any shares of Solitario.
In October 2001, Solitario invested in two 10% convertible secured
promissory notes ("Senior Notes") totaling $1,000,000 out of $3,600,000 Senior
Notes issued by Crown. The first Senior Note (the "Solitario Note") of $350,000
has a conversion price of $0.2916 per share and the second Senior Note of
$650,000 has a conversion price of $0.35 per share. The independent Board
members of Crown and Solitario approved the investment in the Notes. Solitario
was paid $50,000 in cash as interest income under the Senior Notes for the year
ended December 31, 2004. Solitario received 228,677 shares of Crown common stock
and $25,000 in cash as interest income under the Senior Notes for the year ended
December 31, 2003. On July 14, 2004, Solitario converted its $1,000,000 face
value of Crown Senior Notes into 3,132,509 shares of Crown common stock, which
included 75,367 shares issued for accrued interest through the date of
conversion on the Notes.
As part of the investment in the Senior Notes, Solitario also received
two warrants. The first warrant gave Solitario the right to purchase 1,857,143
shares of Crown for $0.75 through October 2006 and the second warrant gave
Solitario the right to purchase 1,200,000 shares of Crown at $0.60 through
October 2006. On July 12, 2004, Solitario exercised the two Crown warrants on a
cashless exercise basis per the terms of the warrants. Solitario
F-B26
received a total of 1,973,626 shares of Crown common stock from the exercise of
these warrants. See Note 5 above.
Solitario entered into a Voting Agreement dated as of April 15, 2002 among
Zoloto Investors, LP ("Zoloto") and Crown. Zoloto and Solitario are both
shareholders of Crown (the "Signing Shareholders"). Pursuant to the Voting
Agreement, Zoloto and Solitario agreed that each will vote its owned shares
during the term of the Voting Agreement for the election of three designees of
Zoloto and one designee of Solitario (the "Designee Directors") to the Board of
Directors of Crown. The Signing Shareholders agreed that any shares received by
either Signing Shareholder would be subject to the Voting Agreement during its
term and any successor, assignee or transferee of shares from either Signing
Shareholder would be subject to the terms of the Voting Agreement during its
term. The Voting Agreement terminates on June 25, 2006. As of December 31, 2005,
the Signing Shareholders collectively held 16,443,549 shares or 35.7% of the
outstanding Crown shares.
Solitario entered into a stockholder and voting agreement with Kinross,
along with several Crown directors, Crown executive officers and entities
affiliated with these directors and officers (collectively the "Signatories"),
pursuant to which the Signatories agreed, among other things to 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 December 31, 2005, 18,639,640
shares of Crown common stock were subject to the stockholder and voting
agreement, representing approximately 40.5% of the outstanding shares of Crown
common stock entitled to vote at the Crown special meeting.
As of December 31, 2005, Solitario owns 6,071,626 shares of Crown common
stock or approximately 13.2% of the outstanding shares of Crown.
12. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):
(in thousands, except per share) 2005
---------------------------------------------------------------------------------------------------
March 31, June 30, Sept. 30, Dec. 31,
---------------------------------------------------------------------------------------------------
Net (loss) income(1)(2) $ 2,088 $ (2,199) $ (570) $ (218)
(Loss) income per share:
Basic $ 0.05 $ (0.05) `$(0.01) $ (0.01)
Diluted(1)(2) $ (0.00) $ (0.05) $(0.01) $ (0.01)
Weighted shares outstanding:
Basic 40,429 40,549 45,517 40,014
Diluted 45,264 40,549 45,517 40,014
(in thousands, except per share) 2004
---------------------------------------------------------------------------------------------------
March 31, March 31, June 30, June 30, Sept. 30, Sept. 30, Dec. 31, Dec. 31,
As
As As previously As As
previously As previously As reported- restated(2) previously As
reported restated(3) reported restated(3) as restated (3) reported restated(3)
---------------------------------------------------------------------------------------------------
Net (loss) income $ (357) $ (361) $ 158 $ 341 $(5,880) $(6,591) $ (104) $ (508)
(Loss) income per share:
Basic $(0.02) $(0.02) $ 0.01 $ 0.02 $ (0.16) $ (0.18) $ (0.00) $ (0.01)
Diluted $(0.02) $(0.02) $ 0.00 $ 0.01 $ (0.16) $ (0.18) $ (0.00) $ (0.01)
Weighted shares outstanding:
Basic 21,989 21,989 22,062 22,062 37,216 37,216 40,014 40,014
Diluted 21,989 21,989 40,076 40,076 37,216 37,216 40,014 40,014
(1) The net income in the first quarter of 2005 was related to a $2,243,000
gain on derivative instrument on Crown's unexercised warrant liability
related to a decrease in the price of our stock during the first quarter,
which reduced the fair value of the related liability. This was reversed
during the second quarter when Crown recorded a loss on derivative
instrument of $1,942,000 related to an increase in the market value of
Crown's common stock. The large difference in the basic and diluted income
(loss) per share in the first quarter of 2005 resulted from the assumption
of the conversion of all of Crown's warrants as of the beginning of the
period, which eliminated the gain on derivative instrument, discussed
above, for the computation of diluted income (loss) per share.
F-B27
(2) The increase in the loss for the third quarter of 2004 was primarily
related to (i) a $3,253,000 loss on derivative instruments related to the
increase in the fair value of warrants, (ii) income tax expense of
$3,008,000 related to a reversal of previously recorded temporary
differences between the book and tax basis of Crown's investment in
Solitario upon the spin-off and recognition of a liability for anticipated
tax gain as well as (iii) an increase in variable stock option compensation
expense, which in turn is directly affected by changes in the underlying
price of Crown's common shares. These increases in expenses were partially
offset by both a reduction in equity in loss of Solitario, which was not
included in operating results after July 26, 2004, the date of the
spin-off, and a gain on the investment in retained shares of Solitario. The
change in the relative per share amounts are primarily due to additional
shares outstanding from debt conversions and warrant exercises in the third
quarter of 2004. (3) As discussed in Note 14, the operating results for
each of the four quarters during the year ended December 31, 2004 have been
restated.
13. SUBSEQUENT EVENTS
On February 24, 2006 Crown and Kinross amended the Merger Agreement to (i)
extend the date on which either party may terminate the Merger Agreement if the
merger contemplated therein has not closed (the "Termination Date") from March
31, 2006 to December 31, 2006, (ii) removed the valuation collar on the
transaction, (iii) reduce the exchange ratio to 0.32 shares of Kinross stock and
(iv) provide that if the merger is not completed by July 1, 2006 Kinross will
loan Crown $2,000,000 in a three year note with the proceeds to be used to
extinguish an existing third party net smelter royalty at the Buckhorn Mountain
Project.
14. RESTATEMENT
Subsequent to the issuance of Crown's consolidated financial statements for
the year ended December 31, 2004, Crown determined it had (i) incorrectly
recognized a deferred tax benefit related to its loss on derivative instrument -
unexercised Crown warrants, and (ii) incorrectly recorded deferred tax expense
related to its spin-off of Solitario. Each of these items is discussed below:
(i) Crown incorrectly recognized deferred tax benefits on its loss on
derivative instrument - unexercised Crown warrants, which should have been
treated as a permanent difference for which no deferred tax asset should have
been recorded. The reversal of the previously recognized deferred tax benefit
increased deferred tax liabilities by $1,182,000 at December 31, 2004 and
increased deferred tax expense by $1,182,000 for the year ended December 31,
2004.
(ii) Crown incorrectly recorded deferred income tax expense on the spin-off
of Solitario related to its retained shares. The reversal of previously
recognized deferred tax expense decreased deferred tax liabilities by $67,000 at
December 31, 2004 and decreased deferred tax expense by $67,000 for the year
ended December 31, 2004.
As a result, the accompanying consolidated financial statements for the
year ended December 31, 2004 have been restated from the amounts previously
reported. A summary of the significant effects of the restatement is as follows:
BALANCE SHEET INFORMATION
F-B28
AS OF DECEMBER 31, 2004
-------------------------------
(IN THOUSANDS) AS PREVIOUSLY
REPORTED AS RESTATED
-------- -----------
Liabilities and Stockholders' Equity:
Liabilities:
Deferred income taxes $ 5,737 $ 6,852
Stockholders' equity:
Accumulated deficit (31,586) (32,701)
Total stockholders' equity 19,577 18,462
STATEMENT OF OPERATIONS INFORMATION
Year ended December 31, 2004
-------------------------------
(in thousands except per share amounts) AS PREVIOUSLY
REPORTED AS RESTATED
-------- -----------
Income tax expense $ (1,909) $ (3,024)
Net loss (6,004) (7,119)
Basic and diluted loss per common share: $ (0.20) $ (0.23)
F-B29
APPENDIX A
ACQUISITION AGREEMENT AND
AGREEMENT AND PLAN OF MERGER
AMONG
KINROSS GOLD CORPORATION
A CORPORATION ORGANIZED IN THE PROVINCE OF ONTARIO, CANADA ("PARENT")
AND
CROWN MERGER CORPORATION
A WASHINGTON CORPORATION AND A WHOLLY-OWNED
SUBSIDIARY OF PARENT ("PURCHASER")
AND
CROWN RESOURCES CORPORATION
A WASHINGTON CORPORATION ("CROWN")
DATED AS OF
NOVEMBER 20, 2003
ACQUISITION AGREEMENT AND
AGREEMENT AND PLAN OF MERGER
THIS ACQUISITION AGREEMENT AND AGREEMENT AND PLAN OF MERGER (this "Agreement")
is dated as of November 20, 2003, and entered into by and among KINROSS GOLD
CORPORATION, a corporation existing under the laws of the Province of Ontario,
Canada ("Parent"), Crown Merger Corporation, a Washington corporation and a
wholly-owned subsidiary of Parent ("Purchaser"), and CROWN RESOURCES
CORPORATION, a Washington corporation ("Crown," and together with Purchaser, the
"Constituent Corporations"). Reference is made to Article X for the definitions
of certain terms used in this Agreement.
BACKGROUND
This Agreement provides for the acquisition of Crown by the merger of Purchaser
with and into Crown (the "Merger") in a transaction in which the stockholders of
Crown will receive 0.2911 Kinross common shares (the "Kinross Common Shares")
for each share of the common stock of Crown (the "Crown Common Stock") issued
and outstanding immediately prior to the Merger, upon the terms and conditions
set forth herein.
The Boards of Directors of each of Parent, Purchaser, and Crown have duly
adopted resolutions approving this Agreement and the transactions contemplated
hereby.
NOW, THEREFORE, in consideration of the mutual agreements contained in this
Agreement, and for other good and valuable consideration, the value, receipt and
sufficiency of which are acknowledged, the parties agree as follows:
ARTICLE I
THE MERGER
1.1 THE MERGER. Subject to the terms and conditions of this Agreement,
at the Effective Time, Purchaser will be merged with and into Crown in
accordance with the terms of this Agreement and the provisions of the Washington
Business Corporation Act (the "Washington Act"). Following the Merger, Crown
will continue as the surviving corporation (the "Surviving Corporation") and a
wholly-owned subsidiary of Parent, and the separate corporate existence of
Purchaser will cease.
1.2 THE CLOSING. Unless this Agreement has been terminated pursuant to
SECTION 8.1, the closing of the Merger contemplated by this Agreement (the
"Closing") will take place at 10:00 a.m., local time, on a date to be specified
by the parties that is no later than the third business day following
satisfaction or waiver of the conditions set forth in Article VII (the "Closing
Date"), unless another date or time is agreed to in writing by the parties.
1.3 EFFECTIVE TIME. Upon the terms and subject to the conditions of this
Agreement, on the Closing Date (or on such other date as the parties may agree)
Purchaser and Crown will file with the Washington Secretary of State articles of
merger (the "Articles of Merger") substantially in the form set forth in Exhibit
1.3 and make all other filings or recordings required by the Washington Act in
connection with the Merger. The Merger will be consummated on the later of the
date on which the Articles of Merger are filed with the Washington Secretary of
State or such time as is agreed upon by the parties and specified in the
Articles of Merger. The time the Merger becomes effective in accordance with the
Washington Act is referred to in this Agreement as the "Effective Time."
1.4 EFFECTS OF THE MERGER. The Merger will have the effects set forth in
this Agreement and the Washington Act. Without limiting the generality of the
foregoing, as of the Effective Time the Surviving Corporation will succeed to
all the properties, rights, privileges, powers, franchises and assets of the
Constituent Corporations, and all debts, liabilities and duties of the
Constituent Corporations will become debts, liabilities and duties of the
Surviving Corporation.
A-2
1.5 ORGANIZATIONAL DOCUMENTS. At the Effective Time, the articles of
incorporation and bylaws of Purchaser (as in effect immediately prior to the
Effective Time), will become the articles of incorporation and bylaws of the
Surviving Corporation until thereafter amended in accordance with their
respective terms and the Washington Act.
1.6 DIRECTORS AND OFFICERS. The directors and the officers of Purchaser
at the Effective Time will become the directors and officers of the Surviving
Corporation and will hold office from the Effective Time in accordance with the
articles of incorporation and bylaws of the Surviving Corporation until their
respective successors are duly elected or appointed and qualified.
1.7 CONVERSION OF SHARES. As of the Effective Time, by virtue of the
Merger and without any action on the part of Crown, Parent, or Purchaser or
their respective stockholders:
1.7.1 CONVERSION OF CROWN COMMON STOCK. Each share of Crown Common
Stock (other than any shares held by a Dissenter) issued and outstanding
immediately prior to the Effective Time will be converted into the right to
receive 0.2911 Kinross Common Shares (the "Exchange Ratio"). All outstanding
shares of Crown Common Stock as of the Effective Time, will automatically be
canceled and will cease to exist, and the certificates formerly representing
shares of Crown Common Stock (each such certificate a "Certificate") will
thereafter represent that number of Kinross Common Shares determined by the
Exchange Ratio or the right to pursue such rights as a Dissenter as the holder
may have under the Washington Act.
1.7.2 CONVERSION OF PURCHASER SHARE. At the Effective Time, each
outstanding share of Purchaser common stock shall automatically be converted
into one share of the preferred stock of Crown, as the Surviving Corporation,
with a fair market value and redemption amount equal to the value of the shares
of common stock of Purchaser converted, and the Surviving Corporation shall
continue in existence as a wholly-owned subsidiary of Parent.
1.7.3 ISSUANCE OF COMMON STOCK OF SURVIVING CORPORATION. At the
Effective Time, Crown, as the Surviving Corporation, shall issue to Kinross one
share of its common stock for each Kinross Common Share issued to the holders of
Crown Common Stock in connection with the Merger, in consideration of the
issuance of the Kinross Common Shares by Kinross.
1.8 EXCHANGE OF KINROSS COMMON SHARES FOR CROWN WARRANTS. At the
election of the holder of any Crown Warrants outstanding as of the Effective
Time, such Warrants shall be exchanged for 0.2911 Kinross Common Shares for each
share of Crown Common Stock which would have been issued on exercise of the
Crown Warrant if the Warrants had been exercised immediately prior to the
Effective Time on a cashless basis. The exchange of the Crown Warrants for
Kinross Common Shares shall entitle the warrant holder to a distribution of the
Solitario Common Stock in accordance with the provisions of the Amendment to the
Warrants attached hereto as Exhibit 1.8. If a holder elects to exchange the
Crown Warrants in accordance with the provisions of this SECTION 1.8, the Crown
Warrants shall be cancelled at the Effective Time, and the holder shall have no
further rights or obligations relative to such Crown Warrants.
1.9 SURVIVING CROWN WARRANTS. In the event that any Crown Warrants are not
exercised prior to the Merger or exchanged for Kinross Common Shares in the
Merger, such Crown Warrants shall, subsequent to the Merger, represent the right
to acquire Kinross Common Shares and Solitario common stock in accordance with
the provisions of the Amendment to the Warrants attached hereto as Exhibit 1.8.
If any such Crown Warrants are exercised subsequent to the Merger, Kinross shall
issue and deliver such Kinross Common Shares and shall cause the Surviving
Corporation to deliver such Solitario common stock in accordance with the
provisions of the Amendment to the Warrants attached hereto as Exhibit 1.8.
A-3
1.10 DISSENTING STOCKHOLDERS. Any Crown Common Stock held by a Dissenter
shall not be converted into the right to receive Kinross Common Shares but shall
become, at the Effective Time, by virtue of the Merger and without any further
action, the right to receive such consideration as may be determined to be due
to such Dissenter pursuant to Washington Act; PROVIDED, HOWEVER, that shares of
Crown Common Stock outstanding immediately prior to the Effective Time and held
by a Dissenter, who shall, after the Effective Time, withdraw his demand for
appraisal or lose his right of appraisal, in either case pursuant to the
Washington Act, shall be deemed to be converted as of the Effective Time into
the right to receive that number of Kinross Common Shares determined in
accordance with the Exchange Ratio.
1.11 JOINT PRESS RELEASE. No later than the first business day following
execution of this Agreement, and subject to the conditions of this Agreement,
Parent will issue a joint press release with Crown substantially in the form set
forth in Exhibit 1.11 (the "Joint Press Release") regarding this Agreement and
will file with the SEC the Joint Press Release in accordance with the provisions
of Rule 425 adopted pursuant to the Securities Act.
ARTICLE II
EXCHANGE AND SURRENDER OF CERTIFICATES
2.1 SURRENDER OF CERTIFICATES. From and after the Effective Time, each
holder of a Certificate will be entitled to receive in exchange therefor, upon
surrender thereof to the exchange agent designated by Parent (the "Exchange
Agent"), a certificate representing the Kinross Common Shares into which the
shares of Crown Common Stock evidenced by such Certificate were converted
pursuant to the Merger. No interest will be payable on the Kinross Common Shares
to be issued to any holder of a Certificate irrespective of the time at which
such Certificate is surrendered for exchange.
2.2 EXCHANGE AGENT; CERTIFICATE SURRENDER PROCEDURES.
2.2.1 EXCHANGE AGENT. Parent shall enter into an agreement with the
Exchange Agent to provide for distribution of the Kinross Common Shares to the
holders of Crown Common Stock on surrender of the Certificates representing such
Stock in accordance with the provisions of this Agreement.
2.2.2 TRANSMITTAL INSTRUCTIONS. As soon as reasonably practicable
after the Effective Time, Parent will instruct the Exchange Agent to mail to
each record holder of a Certificate (i) a letter of transmittal (which will
specify that delivery will be effected, and risk of loss and title to such
Certificate will pass, only upon delivery of the Certificate to the Exchange
Agent and will be in such form and have such other provisions as Parent will
reasonably specify) and (ii) instructions for use in effecting the surrender of
Certificates for certificates representing the Kinross Common Shares issuable
upon the conversion of the Crown Common Stock represented thereby. Upon the
surrender to the Exchange Agent of such Certificates, together with a duly
executed and completed letter of transmittal and all other documents and other
materials required by the Exchange Agent to be delivered in connection
therewith, the holder will be entitled to receive the certificates representing
the Kinross Common Shares into which Crown Common Stock represented by the
Certificates so surrendered have been converted in accordance with the
provisions of this Agreement. Until so surrendered, each outstanding Certificate
will be deemed from and after the Effective Time, for all corporate purposes, to
evidence the Kinross Common Shares into which the shares of Crown Common Stock
represented by such Certificate have been converted in accordance with the
provisions of this Agreement or the right to pursue any Dissenter rights the
holder may have, as the case may be.
2.2.3 NO FRACTIONAL SHARES. No fractional Kinross Common Shares shall
be issued. Notwithstanding any other provision of this Agreement, each holder of
shares of Crown Common Stock converted pursuant to the Merger who would
otherwise have been entitled to receive a fraction of a Kinross Common Share
(after taking into account all Certificates delivered by such holder) shall
receive, in lieu thereof, cash (without interest) in an amount equal to such
fractional part of a Kinross Common Share multiplied by the Average Closing
Price. No interest will be payable on the cash to be paid in lieu of the
issuance of a fractional Kinross Common Share to any holder of a Certificate,
irrespective of the time at which such Certificate is surrendered for exchange
and irrespective of the time at which such cash is actually paid. "Average
Closing Price" shall mean the average closing price of Kinross Common Shares on
the NYSE Composite Tape (as reported by THE WALL STREET JOURNAL or, if not
reported thereby, any other authoritative source) for the ten consecutive
trading days ending on the third trading day immediately
A-4
preceding the Effective Time. As soon as practicable after determination of the
amount of cash to be paid in lieu of any fractional shares, the Exchange Agent
shall make available in accordance with this Agreement such amounts to the
former holders of shares of Crown Common Stock.
2.3 TRANSFER BOOKS. The stock transfer books of Crown will be closed at
the Effective Time, and no transfer of any shares of Crown Common Stock will
thereafter be recorded on any of the stock transfer books. In the event of a
transfer of ownership of any shares of Crown Common Stock prior to the Effective
Time that is not registered in the stock transfer records of Crown at the
Effective Time, the Kinross Common Shares into which such shares of Crown Common
Stock have been converted in the Merger will be issued to the transferee in
accordance with the provisions of SECTION 2.2 only if the Certificate is
surrendered as provided in SECTION 2.1 and is accompanied by all documents
required to evidence and effect such transfer (including evidence of payment of
any applicable stock transfer taxes).
2.4 DISSENTER RIGHTS. Crown Common Stock outstanding immediately prior
to the Effective Time and held by a Dissenter will not be converted into a right
to receive the Kinross Common Shares issuable upon the conversion of such
shares, unless such holder fails to perfect or withdraws or otherwise loses his
rights as a Dissenter. Crown will give Parent written notice of any and all
Dissenter Notices that it receives, within three business days of the receipt of
such notice by Crown, and Crown will give Parent the opportunity, to the extent
permitted by applicable Law, to participate in all negotiations and proceedings
relating to Dissenters. Except with the prior written consent of Parent, Crown
will not voluntarily make any payment with respect to any claim of a Dissenter
and will not settle or offer to settle any such claim.
2.5 LOST CERTIFICATES. If any Certificate has been lost, stolen or
destroyed, upon the making of an affidavit (in form and substance reasonably
acceptable to Parent) of that fact by the person making such a claim, and, if
required by Parent, the posting by such person of a bond in such reasonable
amount as Parent may direct as indemnity against any claim that may be made
against or with respect to such Certificate, the Exchange Agent will deliver in
exchange for such lost, stolen or destroyed Certificate the Kinross Common
Shares issuable upon surrender thereof pursuant to SECTION 2.2.
2.6 NO RIGHTS AS STOCKHOLDER. From and after the Effective Time, the
holders of Certificates will cease to have any rights as a stockholder of the
Surviving Corporation, and Parent will be entitled to treat each Certificate
that has not yet been surrendered for exchange solely as evidence of the Kinross
Common Shares into which the shares of Crown Common Stock evidenced by such
Certificate have been converted pursuant to the Merger or the right to pursue
the holder's rights as a Dissenter, as the case may be.
2.7 WITHHOLDING. Parent will be entitled to deduct and withhold from the
cash otherwise payable to any former holder of shares of Crown Common Stock in
lieu of fractional shares pursuant to Section 2.2.3 all amounts required by any
Law to be deducted or withheld therefrom. To the extent that amounts are so
deducted and withheld and paid to the appropriate Governmental Entities, such
amounts will be treated for all purposes of this Agreement as having been paid
to the holder of the shares of Crown Common Stock in respect of which such
deduction and withholding was made by Parent.
2.8 ESCHEAT. Neither Parent, Purchaser nor Crown will be liable to any
former holder of shares of Crown Common Stock for any of the Kinross Common
Shares or cash payable in lieu of fractional shares delivered to any public
official pursuant to any applicable abandoned property, escheat or similar Law.
A-5
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER
Parent and Purchaser hereby represent and warrant jointly and severally to Crown
as follows:
3.1 CORPORATE ORGANIZATION. Parent is a corporation duly organized,
validly existing and in good standing under the laws of the Province of Ontario,
Canada, and has full corporate power and authority to carry on its business as
now conducted. Purchaser is a corporation duly organized, validly existing and
in good standing under the laws of the State of Washington and has full
corporate power and authority to carry on its business as now conducted. Parent
directly owns and has power to vote all of the outstanding capital stock of
Purchaser. Each of Parent and Purchaser is duly qualified to do business as a
foreign corporation and is in good standing under the laws of each state or
other jurisdiction in which either the ownership or use of the properties owned
or used by it, or the nature of the activities conducted by it, requires such
qualification, except for where the failure to be so qualified would not have a
Material Adverse Effect on Parent or Purchaser. Purchaser was formed for the
purpose of effecting the Merger and has not conducted, and will not conduct, any
business prior to the Effective Time other than that which is necessary to
effectuate the Merger. True and complete copies of the Organizational Documents
of each of Parent and Purchaser have been provided to Crown.
3.2 AUTHORITY RELATIVE TO THIS AGREEMENT; NO VIOLATION.
3.2.1 AUTHORITY. Parent and Purchaser each has the corporate power to
enter into this Agreement, to carry out its obligations hereunder, to perform
and comply with all the terms and conditions hereof to be performed and complied
with by it, and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement, the performance and compliance with
all the terms and conditions hereof to be performed and complied with, and the
consummation of the transactions contemplated hereby by Parent and Purchaser
have been duly authorized by all requisite corporate action on the part of each
of Parent and Purchaser. This Agreement has been duly and validly executed and
delivered by each of Parent and Purchaser and is the legal, valid and binding
obligation of each of Parent and Purchaser enforceable against each of them in
accordance with its terms, except as such enforceability may be limited by (i)
laws of general application relating to bankruptcy, insolvency, reorganization,
moratorium and the relief of debtors, and similar laws affecting creditors'
rights and remedies generally, and (ii) the availability of specific
performance, injunctive relief and other equitable remedies, regardless of
whether enforcement is sought in a proceeding at Law or in equity.
3.2.2 COMPLIANCE WITH CHARTER AND LAWS. Neither the execution and
delivery of this Agreement by Parent and Purchaser, the performance and
compliance by Parent and Purchaser of and with the terms and conditions hereof
to be performed and complied with by Parent and Purchaser, nor the consummation
by Parent and Purchaser of the transactions contemplated hereby will (i)
violate, conflict with or result in a breach of, any provision of the
Organizational Documents of Parent or Purchaser or (ii) assuming that the
approvals referred to in Section 3.3 are obtained, (A) violate, conflict with or
result in a breach of any Law applicable to Parent or Purchaser or any of the
respective properties or assets of Parent or Purchaser, which violation,
conflict or breach is Material to Parent or Purchaser or could prevent or
materially delay Parent or Purchaser from consummating the transactions
contemplated hereby or (B) violate, conflict with, result in a breach of, result
in the impairment of, constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, result in the
termination of, accelerate the performance required by, result in the creation
or imposition of any Lien upon any of the respective properties or assets of
Parent or Purchaser, or require any consent, approval, waiver, exemption,
amendment, authorization, notice or filing under any of the terms, conditions or
provisions of any agreement or other instrument or obligation to which Parent or
Purchaser is a party or by which any of their respective properties or assets
may be bound or affected, which agreement or other instrument is Material to
Parent or Purchaser, as the case may be, or any two or more such agreements,
instruments or obligations which, taken together, are Material to Parent or
Purchaser, as the case may be.
A-6
3.3 CONSENTS AND APPROVALS. There are no consents, approvals or
authorizations of or designations, declarations or filings with any Governmental
Entities on the part of Parent or Purchaser required for the validity of the
execution and delivery by each of Parent and Purchaser of this Agreement or the
performance and compliance by either of them of and with the terms and
conditions of this Agreement or the consummation of the transactions
contemplated hereby, except: (a) the filing with the SEC of: (i) the
Registration Statement, which will include the Proxy Statement/Prospectus; and
(iii) such reports and information under the Exchange Act and the rules and
regulations promulgated by the SEC thereunder, as may be required in connection
with this Agreement and the transactions contemplated hereby; (b) the filing of
the Articles of Merger with the Secretary of State of the State of Washington
and appropriate documents with the relevant authorities of other states in which
Parent is qualified to do business; (c) as may be required under foreign laws,
state securities laws, and the rules of the NYSE or the TSX; (d) such as may be
necessary under the HSR Act or other similar Laws; and (e) those which, if not
obtained or made, would not prevent or delay the consummation of the Merger or
otherwise prevent Parent or Purchaser from performing its obligations under this
Agreement and would not be reasonably likely to have a Material Adverse Effect
on Parent or Purchaser.
3.4 CAPITALIZATION. All of the outstanding shares of capital stock of
Purchaser have been or shall be prior to the Effective Time validly issued,
fully paid and nonassessable. There are no options, warrants, or other
derivative securities of Purchaser outstanding.
3.5 BROKER'S FEES. Neither Parent nor Purchaser nor any of their
respective officers or directors or affiliates has employed any broker, finder
or investment banker or incurred any liability for any broker's fees, investment
banker's or finder's fees in connection with any of the transactions
contemplated by this Agreement for which Crown or any of the Subsidiaries or any
of their respective officers, directors or stockholders shall be liable.
3.6 NO CAPITAL OWNERSHIP IN CROWN. Neither Parent nor any of its
Subsidiaries owns any shares of Crown Common Stock.
3.7 REGULATORY REPORTS. Parent has timely filed all reports required by
the provisions of the Exchange Act and applicable Canadian securities laws since
December 31, 2002 (the "Kinross Securities Filings"). None of such Kinross
Securities Filings, including the financial statements included in such filings,
contained, when filed, any untrue statement of a material fact or omitted a
material fact necessary to make the statements made therein, in light of the
circumstances under which they were made, not misleading. Since January 1, 2002,
there has not occurred any event that (i) has not been disclosed in a Kinross
Securities filing or otherwise in writing to Crown; and (ii) has had, or, in the
reasonable judgment of Kinross management, is likely to have, a Material Adverse
Effect on the business or financial condition of Parent.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF CROWN
Except as set forth on the Crown Disclosure Schedule, Crown hereby represents
and warrants to Parent and Purchaser as follows:
4.1 ORGANIZATION AND QUALIFICATION. SECTION 4.1 of the Crown Disclosure
Schedule contains a complete and accurate list of the subsidiaries of Crown
(except for Solitario, the "Crown Subsidiaries"), including their name,
jurisdiction of incorporation, jurisdictions in which they are authorized to do
business, and capitalization (including the identity of each stockholder and the
number of shares held by each). Crown and the Crown Subsidiaries are
corporations duly organized, validly existing, and in good standing under the
laws of their jurisdiction of incorporation, each with full corporate power and
corporate authority to conduct its business as now conducted and to own or use
its properties and assets and to perform all obligations under its contracts.
Crown and the Crown Subsidiaries are duly qualified to do business as foreign
corporations and are in good standing under the laws of each jurisdiction
required, except where the failure to be so qualified would not have a Material
Adverse Effect. Crown has delivered or made available to Parent copies of the
Organizational Documents of each of the Crown Subsidiaries, as currently in
effect.
A-7
4.2 CAPITALIZATION.
4.2.1 CAPITAL STOCK. There are 100,000,000 duly authorized shares of
common stock, par value $0.01 per share, and 40,000,000 duly authorized shares
of preferred stock, par value $0.01 per share, of Crown. As of November 10,
2003, there were 16,788,957 shares of Crown Common Stock and no shares of
preferred stock issued and outstanding, including 7,820,892 shares of Crown
Common Stock deemed issued and outstanding from the automatic conversion of all
Crown's outstanding 10% Convertible Subordinated Promissory Notes due 2006 and
10% Convertible Subordinated Promissory Notes due 2006, Series B. All of the
issued and outstanding shares of Crown Common Stock have been duly authorized
and validly issued, fully paid, and nonassessable. Except as set forth in
SECTIONS 4.2.2 through 4.2.4 below, Crown does not have any outstanding
securities convertible into or exchangeable for any shares of its capital stock.
There are no shares of Crown Common Stock held in treasury.
4.2.2 OUTSTANDING CROWN CONVERTIBLE NOTES. As of November 10, 2003,
the following convertible notes were outstanding (collectively, the "Crown
Convertible Notes"): (i) 10% Secured Convertible Promissory Notes Due 2006 in
the aggregate principal amount of $3,600,000 with unpaid interest accrued
through November 10, 2003, of $25,643.83; and (ii) 10% Secured Convertible
Promissory Notes Due 2006 in the principal amount of $1,655,333 with unpaid
interest accrued through November 20, 2003, of $11,791.41. SECTION 4.2.2 also
sets forth the conversion price and due date of the Crown Convertible Notes. No
event has occurred which would require an adjustment to the initial conversion
price of any of the Crown Convertible Notes.
4.2.3 OUTSTANDING WARRANTS. As of November 10, 2003, Crown had
outstanding warrants (individually, a "Crown Warrant" and, collectively, the
"Crown Warrants") to purchase an aggregate of 14,408,933 shares of Crown Common
Stock at a weighted average exercise price of $0.74 per share. SECTION 4.2.3 of
the Crown Disclosure Schedule identifies the holders, and sets forth the number
of Crown Warrants held by each holder and the exercise price and expiration date
of each Crown Warrant. All of the Crown Warrants can, at the election of the
holder, be exercised through a cashless exercise feature. No event has occurred
which would require an adjustment to the initial exercise price of any of the
Crown Warrants.
4.2.4 OUTSTANDING OPTIONS. As of November 10, 2003, Crown has
outstanding options (individually, a "Crown Option" and, collectively, the
"Crown Options") to acquire an aggregate of 3,379,000 shares of Crown Common
Stock, exercisable at a weighted average of $0.40 per share. SECTION 4.2.4 of
the Crown Disclosure Schedule identifies the holders, and sets forth the number
of Crown Options held by each holder and the exercise price and expiration date
of each Crown Option. No event has occurred which would require an adjustment to
the original exercise price of any of the Crown Options.
4.2.5 NO OTHER RIGHTS. Except for the Crown Convertible Notes and as
set forth in Section 4.2.5 of the Crown Disclosure Schedule, the Crown Options,
and the Crown Warrants set forth above, there are no other options, warrants,
calls, stock appreciation rights or other rights, or convertible debt or
security, or any shares reserved for issuance or any arrangement, subscription
agreement, plan, or commitment, relating to the issued (including treasury
stock) or unissued capital stock or other securities of Crown granted or made by
Crown or to which Crown is a party or by which it is bound.
4.2.6 VOTING AND DIVIDEND RIGHTS. Except as set forth in SECTION 4.2.6
of the Crown Disclosure Schedules, there is no agreement, arrangement,
commitment or plan restricting voting or dividend rights with respect to any
shares of capital stock or other securities of Crown to which Crown is a party
or of which it is aware. Crown does not directly or indirectly own any equity or
similar interest in, or any interest convertible into or exchangeable or
exercisable for any equity or similar interest in, any corporation, partnership,
limited liability company, joint venture or other business association or entity
except for the Crown Subsidiaries.
A-8
4.3 AUTHORITY RELATIVE TO THIS AGREEMENT; NO VIOLATION.
4.3.1 AUTHORITY; APPROVAL; DUE EXECUTION. Crown has the corporate
power to enter into this Agreement, to carry out its obligations hereunder, to
perform and comply with all the terms and conditions hereof to be performed and
complied with by it, and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by Crown, the performance and
compliance with all the terms and conditions hereof to be performed and complied
with by Crown, and the consummation by Crown of the transactions contemplated
hereby have been duly authorized by all requisite corporate action on the part
of Crown, subject to approval of this Agreement by the holders of at least
66-2/3% of the shares of the outstanding Crown Common Stock, at the special
meeting of the holders of the Crown Common Stock to be held to consider and vote
upon the Merger (the "Crown Stockholders' Meeting"). The Board of Directors of
Crown, at a meeting held on November 19, 2003, approved this Agreement and
resolved to recommend the plan of merger to the Crown Stockholders (such
recommendation by the Board of Directors of Crown being the "Crown
Recommendation"). This Agreement is a legal, valid and binding obligation of
Crown enforceable against Crown in accordance with its terms, except as such
enforceability may be limited by (i) laws of general application relating to
bankruptcy, insolvency, reorganization, moratorium and the relief of debtors,
and similar laws affecting creditors' rights and remedies generally, and (ii)
the availability of specific performance, injunctive relief and any other
equitable remedy.
4.3.2 COMPLIANCE WITH ORGANIZATIONAL DOCUMENTS, LAWS, AND CROWN
CONTRACTS. Except as disclosed in SECTION 4.3.2 of the Crown Disclosure
Schedule, neither the execution and delivery of this Agreement by Crown, the
performance and compliance by Crown of and with the terms and conditions hereof
to be performed and complied with by it, nor the consummation by Crown of the
transactions contemplated hereby will: (i) violate or conflict with any
provision of the Organizational Documents of Crown or the Crown Subsidiaries,
(ii) violate, conflict with or result in a breach of any Law applicable to
Crown, the Crown Subsidiaries, or any of their properties or assets or (iii)
violate, conflict with, result in a breach of, result in the impairment of,
constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, result in the termination of, accelerate the
performance required by, require the consent of any other party, or result in
the creation or imposition of any Lien upon any of the properties or assets of
Crown or the Crown Subsidiaries under any Crown Contract, except, in each case
of clause (i), (ii), and (iii) above, for violations, conflicts, and breaches,
and, if applicable, impairments, defaults, terminations, accelerations, or
Liens, as would not, taken together, have a Material Adverse Effect on Crown.
4.4 FINANCIAL STATEMENTS AND BOOKS AND RECORDS OF CROWN.
4.4.1 FINANCIAL STATEMENTS. Crown has delivered or made available to
Purchaser the following financial statements as filed with the SEC (collectively
the "Financial Statements"): (i) the audited consolidated balance sheets of
Crown and Subsidiaries as of December 31, 2002 and 2001, and the related
consolidated statements of operations, stockholders' equity and cash flows as of
and for the three years ended December 31, 2002; and (ii) the unaudited
consolidated balance sheet of Crown and Subsidiaries as of September 30, 2003,
as filed with the SEC (the "Most Recent Balance Sheet"), and the related
consolidated statements of operations and cash flows as of and for the nine
months ended September 30, 2003 (collectively, the "Most Recent Financial
Statements"). The Financial Statements have been prepared in conformity with
GAAP, applied on a consistent basis (except for changes, if any, required by
GAAP applied on a consistent basis and disclosed therein), and the Financial
Statements present fairly in all Material respects the financial condition and
results of operations of Crown and the Crown Subsidiaries included therein as of
the date of the balance sheets and for the respective periods covered,
including, in the case of the Most Recent Financial Statements, all adjustments
which are, in the opinion of management of Crown, necessary to a fair statement
of the results of the interim period presented. All of such adjustments are of a
normal reoccurring nature.
A-9
4.4.2 BOOKS AND RECORDS. The books of account, minute books, stock
record books, and other corporate records of Crown and the Crown Subsidiaries
are complete and correct in all Material respects; Crown has an adequate system
of internal accounting controls; and Crown has an adequate system of disclosure
controls and procedures, all as required by Section 13 of the Exchange Act and
the rules and regulations promulgated thereunder. The minute books of Crown and
the Crown Subsidiaries, contain accurate and complete records of all meetings
held of, and corporate action taken by, the stockholders, Boards of Directors,
and committees of the Board of Directors of the respective entities, and no
meeting of any such stockholders, Board of Directors, or committee has been held
for which minutes have not been prepared and are not contained in such minute
books. At the Effective Time, all of those books and records will be in the
possession of the Surviving Corporation.
4.4.3 INTRACORPORATE DEBT. Crown does not have, and will not have at
the Closing Date, any obligation to, or due from, a Crown Subsidiary that is not
wholly-owned by Crown.
4.5 NO CONSENTS. Except for filings with the SEC, filing the Articles of
Merger with the Washington Secretary of States, filings provided under the HSR
Act, and as set forth in Section 4.5 of the Crown Disclosure Schedule, no
consents, approvals or authorizations of or filings with any Governmental Entity
on the part of Crown are required for the validity of the execution and delivery
by Crown of this Agreement or for Crown to perform its terms.
4.6 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since September 30, 2003,
Crown and the Crown Subsidiaries have not engaged in any of the following acts:
(i) entered into any transaction not in the ordinary course of business; (ii)
sold, transferred, or disposed of, or subjected to any Lien, any Material assets
or properties of Crown or the Crown Subsidiaries (including the factoring or
selling of accounts receivable), except for the sale of services and assets in
the ordinary course of business; (iii) Materially deviated from historical
accounting and other practices in connection with the maintenance of their books
and records, except as may be required by Law or GAAP; (iv) incurred any
physical damage, casualty, destruction or loss to property or assets of Crown or
the Crown Subsidiaries, whether or not covered by insurance; (v) declared, set
aside, or paid any dividend or other distribution on or with respect to the
shares of capital stock of Crown except as contemplated by this Agreement, or
directly or indirectly redeemed, purchased, or acquired any of such shares or
split, combined, or reclassified shares of capital stock; (vi) increased, paid,
or delayed payment of any payroll or payroll tax payment with respect to the
compensation (including benefits) payable or to become payable by Crown or the
Crown Subsidiaries to any of their respective directors, officers, employees or
agents, or the making of any bonus payment or similar arrangement to or with any
of them; (vii) cancelled any indebtedness due to Crown or the Crown Subsidiaries
from others except for the write-off of accounts receivable in the ordinary
course of business; (viii) created or incurred any Material obligation or
liability (whether absolute, accrued, contingent or otherwise and whether due or
to become due), or entered into any transaction, contract or commitment, other
than such items created or incurred in the ordinary course of business; (ix)
changed the manner in which Crown and the Crown Subsidiaries collect accounts
receivable, extend discounts or credits to customers or otherwise deal with
customers; (x) waived or released any Material rights of Crown or the Crown
Subsidiaries, except in the ordinary course of business and for fair value, or
let lapse or incurred any other loss of a Material right of Crown or the Crown
Subsidiaries to use its assets or conduct its businesses; (xi) committed for or
deferred any capital expenditures of Crown or the Crown Subsidiaries in excess
of amounts budgeted; (xii) changed any accounting policies, except as may be
required by Law or GAAP; (xiii) changed Crown's policies or the Crown
Subsidiaries' policies with respect to the payment of accounts payable or other
current liabilities or the collection of accounts receivable, including, without
limitation, any acceleration or deferral of the payment or collection thereof,
as applicable (including, without limitation, any payment advances); (xiv)
changed the payment terms (including, without limitation, any advances) between
Crown or the Crown Subsidiaries and any of their Material vendors; (xv) changed
any development or permitting plans of Crown or the Crown Subsidiaries or
deferred any costs or expenditures with respect to such plans; (xvi) granted
price discounts on services or products outside the ordinary course of business
and consistent with past practice; or (xvii) entered into any commitment or
agreement to do any of the foregoing.
A-10
4.7 TAXES AND TAX RETURNS.
4.7.1 TAXES; RETURNS. Crown and, with respect to periods during which
they were included in any consolidated, combined or unitary return in which
Crown has been included, each other corporation which has been so included, has
(i) duly filed all Material Returns in a timely manner, including extensions
granted for such filing, consistent with applicable laws, as required to be
filed by it (all such Returns being accurate and complete in all Material
respects) and has paid all Taxes shown thereon to be due, and (ii) duly paid all
Material Taxes required to be paid by any of them through the date of this
Agreement, whether or not shown on a Return, other than Taxes that are being
contested in good faith and by appropriate proceedings or as to which Crown has
set aside on its books adequate reserves for Tax liability (as distinguished
from reserves for deferred Taxes established to reflect timing differences
between book and tax income) in accordance with GAAP. All Material Taxes
attributable to all taxable periods ended on or before the Closing Date, to the
extent not required to have been previously paid, will be fully and adequately
reserved for as a Tax liability on Crown's financial statements in accordance
with GAAP. The amounts recorded as reserves for Tax liability on the Most Recent
Balance Sheet are sufficient in the aggregate for the payment by Crown of all
unpaid Material Taxes (including any interest or penalties thereon) whether or
not disputed or accrued, for all periods ended on or prior to the date of such
statement. There are no Liens for Taxes upon the assets of Crown or the Crown
Subsidiaries, other than Liens for current Taxes not yet due and payable and
Liens for Taxes that are being contested in good faith by appropriate
proceedings. Since January 1, 1998, to the Knowledge of Crown, no claim has ever
been made by an authority in a jurisdiction where Crown does not file Returns
that it or the Crown Subsidiaries is or may be subject to taxation by that
jurisdiction. Since January 1, 1998, to the Knowledge of Crown, (i) there are no
claims asserted for deficiencies in Taxes against Crown or the Crown
Subsidiaries, (ii) neither Crown nor the Crown Subsidiaries has given any
currently effective waivers extending the statutory period of limitation
applicable to any Return for any period or entered into any "closing agreements"
as described in Section 7121 of the Code, (iii) neither Crown nor the Crown
Subsidiaries has in effect any power of attorney or other authorization for
anyone to represent it with respect to any Taxes and (iv) neither Crown nor the
Crown Subsidiaries has received written notification of a Tax audit and, to the
Knowledge of Crown there are no Tax audits in progress of any Returns of Crown
or the Crown Subsidiaries. Neither Crown nor the Crown Subsidiaries has been a
party to any Tax allocation agreement or arrangement pursuant to which it has
any contingent or outstanding liability for Taxes of anyone other than Crown.
Neither Crown nor the Crown Subsidiaries has filed a consent under Section
341(f) of the Code. Crown has provided to Parent or its representatives complete
and correct copies of its and the Crown Subsidiaries' Returns which have been
filed on or subsequent to December 31, 1997, and all examination reports, if
any, relating to the audit of such Returns by the IRS or other Tax authority.
Neither Crown nor the Crown Subsidiaries (i) has agreed to, or is required to,
make any adjustments under Section 481(a) of the Code (or any corresponding
provision of state, local or foreign Laws) by reason of a change in accounting
method or otherwise; (ii) is, was, or will be, at any time during the five-year
period ending on the date on which the Effective Time occurs, a "United States
real property holding corporation" within the meaning of Section 897(c)(2) of
the Code; (iii) has filed or been required to file any reports under Section 999
of the Code; (iv) has failed to disclose on its federal income Tax Returns any
positions taken therein that could give rise to a substantial understatement of
federal income Tax within the meaning of Section 6662 of the Code; (v) other
than the consolidated group of which Crown is now the common parent, has ever
been a member of an Affiliated Group filing a consolidated United States federal
income Tax Return and has any liability for the Taxes of any other Person other
than a Subsidiary under Treasury Regulation Section 1.1502-6 (or any similar
provision of state, local or foreign law), as a transferee or successor, by
contract or otherwise; (vi) is a party to any joint venture, partnership,
limited liability company or other arrangement or contract properly treated as a
partnership for United States federal income Tax purposes; or (vii) has entered
into any gain recognition agreements under Section 367 of the Code and the
Treasury Regulations promulgated thereunder. For United States federal income
tax purposes: (i) Crown's adjusted tax basis in the Solitario common stock held
by Crown as of the date hereof is not less than $8,150,000; and (ii) any gain
recognized as a result of Crown's distribution of the Solitario common stock on
or before the Closing Date under Section 7.3.5 below will be offset by tax
losses of Crown occurring at or prior to the Effective Time and available for
such purpose.
A-11
4.7.2 TAX WITHHOLDING. All Material amounts required to be withheld by
Crown or the Crown Subsidiaries from employees, creditors, stockholders or other
third parties for Taxes have either been withheld or collected and paid, when
due, to the appropriate governmental authority, or an adequate reserve has been
established and Crown and the Crown Subsidiaries have otherwise complied in all
Material respects with applicable laws, rules, and regulations relating to Tax
withholding and remittance.
4.7.3 PARACHUTE PAYMENTS. Except as provided in Section 4.7.3 of the
Crown Disclosure Schedules, Crown and the Crown Subsidiaries have not made any
payments, are not obligated to make any payments, and are not a party to any
agreement that under certain circumstances could obligate them, Parent or
Purchaser, to make any payment that would constitute an "excess parachute
payment" within the meaning of Section 280G of the Code.
4.8 EMPLOYEES.
4.8.1 AGREEMENTS; BENEFIT PLANS. SECTION 4.8.1 of the Crown Disclosure
Schedule contains a list of each compensation, consulting, employment,
termination or collective bargaining agreement, and each stock option, stock
purchase, stock appreciation right, recognition and retention, life, health,
accident or other insurance, bonus, deferred or incentive compensation,
severance or separation plan, fringe benefit plan or any agreement providing any
payment or benefit resulting from a change in control, pension, profit sharing,
retirement, or other employee benefit plan, practice, policy or arrangement of
any kind, oral or written, covering employees, former employees, directors or
former directors of Crown and the Crown Subsidiaries, or their beneficiaries,
including, but not limited to, any employee benefit plans within the meaning of
Section 3(3) of ERISA, which Crown or the Crown Subsidiaries maintain, to which
Crown or the Crown Subsidiaries contribute, or under which any employee, former
employee, director or former director of Crown or the Crown Subsidiaries is
covered or has benefit rights and pursuant to which any liability of Crown or
the Crown Subsidiaries exists or is reasonably likely to occur (the "Benefit
Plans"). Except as set forth in SECTION 4.8.1 of the Crown Disclosure Schedule,
neither Crown nor the Crown Subsidiaries maintain or has entered into any
Benefit Plan or other document, plan or agreement which contains any change in
control provisions which would cause an increase or acceleration of benefits or
benefit entitlements to employees or former employees of Crown or the Crown
Subsidiaries or their beneficiaries, or other provisions which would cause an
increase in the liability to Crown or the Crown Subsidiaries or to Parent as a
result of the transactions contemplated by this Agreement or any related action
thereafter including, but not limited to, termination of employment or
directorship (a "Change in Control Benefit"). Except as provided in SECTION
4.8.1 of the Crown Disclosure Schedule, the execution of this Agreement does not
constitute a "change in control" for purposes of any Benefit Plan or any Change
in Control Benefits. The term "Benefit Plans" as used herein refers to all plans
contemplated under the preceding sentences of this SECTION 4.8.1, provided that
the term "plan" or "plans" is used in this Agreement for convenience only and
does not constitute an acknowledgment that a particular arrangement is an
employee benefit plan within the meaning of Section 3(3) of ERISA. Copies of the
Benefit Plans have been previously made available to Parent. There is no
liability under the Benefit Plan for employees of subsidiaries previously sold
or otherwise disposed of by Crown or the Crown Subsidiaries.
4.8.2 DOCUMENTS DELIVERED TO PARENT. Crown has delivered or made
available to Parent true and complete copies of the following documents, as they
may have been amended to the date hereof, relating to the Benefit Plans, other
than any multiemployer plan: (i) the most recent version of each of the Benefit
Plans listed in SECTION 4.8.1 of the Crown Disclosure Schedule if in writing,
including all amendments thereto, any related trust agreements, group annuity
contracts, insurance policies or other funding agreements or arrangements; (ii)
the most recent determination letter or opinion letter from the Internal Revenue
Service with respect to each Benefit Plan intended to be qualified under Section
401(a) of the Code; (iii) the actuarial valuation prepared for the most recent
plan year for any Benefit Plan which is a "defined benefit plan" (as defined in
Section 3(35) of ERISA); (iv) the current summary plan description for each
Benefit Plan; and (v) the complete Form 5500 filings, for each of the Benefit
Plans that is obligated to file such form for the three (3) most recent plan
years.
A-12
4.8.3 CERTAIN REPRESENTATIONS REGARDING BENEFIT PLANS. Except as
disclosed in SECTION 4.8.3 of the Crown Disclosure Schedule:
4.8.3.1 each of the Benefit Plans and any related trust
agreement, group annuity contract, insurance policy or other funding
arrangement and any applicable collective bargaining agreement, complier
in form and operation with all applicable laws, including ERISA and the
Code, in all Material respects;
4.8.3.2 each of the Benefit Plans that is intended to be a
pension, profit sharing, stock bonus, thrift, savings or employee stock
ownership plan that is qualified under Section 401(a) of the Code (the
"Qualified Plans");
4.8.3.3 all accrued contributions and other payments required to
be made by Crown to or with respect to any Benefit Plan have been made
within the time periods prescribed by ERISA and the Code or, if not yet
due, reserves adequate for such purposes have been set aside therefor
and reflected in the Most Recent Balance Sheet. Neither Crown nor the
Crown Subsidiaries is in default in performing any of its contractual
obligations under any of the Benefit Plans or any related trust
agreement or insurance contract in each case, which could result in any
Material liability, and there are no Material outstanding liabilities of
any such Plan other than liabilities for benefits to be paid to
participants in such plan and their beneficiaries in accordance with the
terms of such Plan;
4.8.3.4 neither Crown, the Crown Subsidiaries, nor their ERISA
Affiliates have made or agreed to make, or are they required to make (in
order to bring any of the Benefit Plans into substantial compliance with
ERISA or the Code), any change in benefits that would Materially
increase the costs of maintaining any of the Benefit Plans;
4.8.3.5 neither Crown, the Crown Subsidiaries, nor their ERISA
Affiliates, nor, to the Knowledge of Crown, any other "disqualified
person" or "party in interest" (as defined in Section 4975 of the Code
and Section 3(14) of ERISA, respectively) with respect to a Benefit Plan
has breached the fiduciary rules of ERISA or engaged in any prohibited
transaction which could subject Crown or its ERISA Affiliates to any
Material tax or penalty imposed under Section 4975 of the Code or
Sections 502(i) or (l) of ERISA;
4.8.3.6 there are no actions, suits, disputes, arbitration or
claims pending (other than routine claims for benefits) or legal,
administrative or other proceedings or governmental investigations
pending or, to the Knowledge of Crown, threatened against any Benefit
Plan or against the assets of any Benefit Plan;
4.8.3.7 all bond coverage requirements and all reporting and
disclosure obligations under ERISA and the Code have been complied with
on a timely basis with respect to each of the Benefit Plans and the
related trust, group annuity contract, insurance policy or other funding
arrangement except for any instances of non-compliance that could not
reasonably be expected to result in Material liability for Crown, the
Crown Subsidiaries or, following the Closing Date, for Parent or
Purchaser;
4.8.3.8 each Benefit Plan which is a "group health plan" (as
defined in Section 5000 of the Code) has been maintained and operated in
all Material respects in compliance with Section 4980B of the Code and
Title I, Subtitle B, Part 6 of ERISA (collectively, "COBRA") and Crown
has no liability under COBRA for any Tax penalty or damages;
A-13
4.8.3.9 no benefit payable or which may become payable by Crown,
the Crown Subsidiaries or their ERISA Affiliates pursuant to any Benefit
Plan could reasonably be expected to constitute an "excess parachute
payment" (within the meaning of Section 280G of the Code) which is
subject to the imposition of an excise tax under Section 4999 of the
Code or which would not be deductible by reason of Section 280G of the
Code;
4.8.3.10 no Benefit Plan currently or previously maintained by
Crown, the Crown Subsidiaries or their ERISA Affiliates provides any
post-retirement medical, health, life insurance, or welfare benefits,
and neither Crown nor its ERISA Affiliates maintains any obligations to
provide any post-retirement welfare benefits in the future (other than
rights required by COBRA; and
4.8.3.11 neither Crown, the Crown Subsidiaries nor any of their
ERISA Affiliates has ever maintained, sponsored, contributed to, or
incurred liability under any "multiemployer plan," as defined in Section
3(37) of ERISA, a defined benefit plan, as defined in Section 3(35) of
ERISA, or a plan subject to the minimum funding standards set forth in
Section 302 of ERISA and Section 412 of the Code.
4.8.4 EMPLOYEES; COMPENSATION. Crown has furnished to Parent a true and
correct list of each employee of Crown or the Crown Subsidiaries together with
such employee's annual rate of compensation and payments to be due to each such
employee in connection with the consummation of the transactions contemplated
hereby. Except as set forth in SECTION 4.8.4 of the Crown Disclosure Schedule:
(i) as of the date of this Agreement, no officer or employee of Crown or the
Crown Subsidiaries has obtained any binding and effective commitment of Crown or
the Crown Subsidiaries to pay to him or her in respect of any future year
aggregate remuneration in excess of the rate of compensation set forth in such
list, (ii) neither Crown nor the Crown Subsidiaries is obligated to provide
health or welfare benefits to retirees or other former employees, directors or
their dependents (other than rights under Section 4980B of the Code or Section
601 of ERISA), (iii) no officer or director of Crown or the Crown Subsidiaries
is eligible to receive a Change in Control Benefit, (iv) neither Crown nor the
Crown Subsidiaries is a party to (A) any management, employment, deferred
compensation, severance, bonus or other contract for personal services with any
officer, director or employee, (B) any consulting contract with any consultant
who prior to becoming a consultant was a director or officer of Crown or the
Crown Subsidiaries or (C) any plan, agreement, arrangement or understanding
similar to any of the foregoing, (v) neither Crown nor the Crown Subsidiaries is
a party to any agreement to loan any amount to or guarantee a loan of any amount
to any employee, (vi) neither Crown nor the Crown Subsidiaries has been or is
not a party to any Plan, contract or arrangement providing for insurance or for
any indemnification of any officer, director or employee of Crown or the Crown
Subsidiaries, (vii) neither Crown nor the Crown Subsidiaries is a party to any
collective bargaining agreement or other labor agreement with any union or labor
organization or to any conciliation agreement with the Department of Labor, the
Equal Employment Opportunity Commission or any federal, state or local agency
which requires equal employment opportunities or affirmative action in
employment, (viii) there is no unfair labor practice or other complaint against
Crown or the Crown Subsidiaries pending or, to the Knowledge of Crown,
threatened, before the National Labor Relations Board, or any complaint before
the Equal Employment Opportunity Commission, or any state, local or foreign
agency similar to either thereof, (ix) there is no strike, dispute, slowdown,
work stoppage or lockout pending, or to the Knowledge of Crown, threatened
against or involving Crown or the Crown Subsidiaries, and (x) there is no legal,
administrative, arbitral or other proceeding, claim, suit, action or
governmental investigation of any nature pending or, to the Knowledge of Crown,
threatened in respect of which any director, officer, employee or agent of Crown
or the Crown Subsidiaries is or may be entitled to claim indemnification from
Crown or the Crown Subsidiaries.
4.9 BROKER'S FEES. Except as set forth in section 7.2.6, neither Crown,
the Crown Subsidiaries nor any of their officers or directors has employed any
broker, finder or investment banker or incurred any liability for any broker's
fees, financial advisory fees, investment banker's or finder's fees in
connection with any of the transactions contemplated by this Agreement.
A-14
4.10 LITIGATION. There are no outstanding orders, judgments,
injunctions, awards or decrees of any court, governmental agency or authority or
arbitration tribunal by which Crown or the Crown Subsidiaries is bound, or to
which any of their assets, properties, securities or businesses is subject that
individually require the payment by Crown or the Crown Subsidiaries of the sum
of $50,000 or more. As of the date hereof there are no actions, suits, claims,
legal, administrative or arbitral proceedings or investigations, pending or, to
the Knowledge of Crown, threatened against Crown or the Crown Subsidiaries or
any of their assets or properties, except for actions, suits, or claims that
would not have a Material Adverse Effect.
4.11 AUTHORIZATIONS; COMPLIANCE WITH LAWS. Crown and the Crown
Subsidiaries hold all authorizations, permits, licenses, variances, exemptions,
orders and approvals required by Governmental Entities for the lawful conduct of
its business taken as a whole, to own or hold under lease the properties and
assets it owns or holds under lease and to perform all of its obligations under
the Crown Contracts to which they are a party, except for such authorizations,
permits, licenses, variances, exemptions, orders and approvals which the failure
to hold, taken together, would not have a Material Adverse Effect (the "Crown
Permits"); PROVIDED THAT, Crown does not have, and does not represent that it
has, all authorizations, permits, licenses, variances, exemptions, orders, and
approvals required by Governmental Entities to construct and operate a mine at
its Buckhorn Mountain Project in the state of Washington. Crown and the Crown
Subsidiaries are in compliance with the terms of the Crown Permits except where
the failure to be in such compliance will not, taken together, have a Material
Adverse Effect. Except as set forth in SECTION 4.11 of the Crown Disclosure
Schedule, since January 1, 1997, neither Crown nor the Crown Subsidiaries has
been in violation of or default under any Law, except for any such violation or
default which will not have a Material Adverse Effect. To Crown's Knowledge,
except as set forth in SECTION 4.11 of the Crown Disclosure Schedule, as of the
date of this Agreement, no investigation or reviews by any Governmental Entity
with respect to Crown or the Crown Subsidiaries is pending nor has any
Governmental Entity notified Crown or the Crown Subsidiaries of an intention to
conduct the same nor do any facts exist which may give rise to such an
investigation or review.
4.12 ENVIRONMENTAL MATTERS. Except as set forth in SECTION 4.12 of the
Crown Disclosure Schedule, and except for such violations, notices and Releases
as would not, taken together, have a Material Adverse Effect: (a) neither Crown
nor the Crown Subsidiaries is in violation of any applicable Environmental Law;
(b) no Hazardous Material has been disposed of or Released by Crown or the Crown
Subsidiaries in violation of applicable Environmental Law; (c) neither Crown nor
the Crown Subsidiaries has any liability under any Environmental Law; and (d)
neither Crown nor the Crown Subsidiaries has received any notice from any
governmental body alleging that Crown or the Crown Subsidiaries is in violation
of, or liable for investigation or cleanup of any Release of Hazardous Material
under, any Environmental Law.
4.13 ABSENCE OF DEFAULTS. Except where a default or violation would not
have a Material Adverse Effect, neither Crown nor the Crown Subsidiaries is in
violation of any provision of its Organizational Documents, or in default under
or violation of any Crown Contract and, to the Knowledge of Crown or the Crown
Subsidiaries, no event has occurred which, with notice, lapse of time and/or
action by a third party, would constitute or result in such a default or
violation.
4.14 MATERIAL CONTRACTS.
4.14.1 MATERIAL CONTRACTS. Crown's Form 10-K and Forms 10-Q disclose
all contracts that constitute "material contracts" as defined in Item 601(b)(10)
of Regulation S-K to which Crown or the Crown Subsidiaries are a party or to
which they or their assets are subject and which are required to be disclosed
therein or listed as exhibits thereto, except as set forth in Section 4.14.1 of
the Crown Disclosure Schedule (collectively, the "Crown Contracts"). True and
complete copies of all of the Crown Contracts have been provided or made
available to Parent.
A-15
4.14.2 INSURANCE POLICIES. True copies of the insurance policies now in
effect with respect to the owned and leased real properties, businesses,
employees, officers and directors of Crown or the Crown Subsidiaries and with
respect to any Benefit Plan or a fiduciary thereof and the amounts and types of
casualties and contingencies insured against thereunder, including all
amendments and supplements thereto, have been delivered or made available to
Parent.
4.15 TITLE AND CONDITION OF ASSETS. Crown or the Crown Subsidiaries have
sufficient title (subject, in the case of unpatented mining claims located in
the United States, to the paramount title of the United States of America),
applying customary standards in the mining industry, to their operating
properties and properties with proven and probable ore reserves or mineral
resources (other than property as to which Crown or the Crown Subsidiaries are a
lessee, in which case it has a valid leasehold interest) to permit the
exploitation of such reserves and resources, except for such defects in title
that, individually or in the aggregate, would not be reasonably likely to have a
Material Adverse Effect on Crown or the Crown Subsidiaries. Notwithstanding the
foregoing, no representation or warranty is made as to a discovery of valuable
minerals for any unpatented mining claim located in the United States. All real
and tangible personal property of Crown or the Crown Subsidiaries is in
generally good repair and is operational and usable in the operation of Crown or
the Crown Subsidiaries, subject to normal wear and tear and technical
obsolescence, repair, or replacement, except for such property whose failure to
be in such condition would not be reasonably likely to have a Material Adverse
Effect on Crown.
4.16 LABOR RELATIONS. As of the date hereof, no employees of Crown or
the Crown Subsidiaries are covered by any collective bargaining agreement and
(a) there are no representation questions, arbitration proceedings, labor
strikes, slow-downs or stoppages, material grievances, or other labor troubles
pending or, to the Knowledge of Crown, threatened as of the date hereof with
respect to the employees of Crown or the Crown Subsidiaries which would have a
Material Adverse Effect on Crown or the Crown Subsidiaries; and (b) to Crown's
Knowledge, as of the date hereof, there are no present or pending applications
for certification (or equivalent procedure under any applicable Law) of any
union as the exclusive bargaining agent for any employees of Crown or the Crown
Subsidiaries.
4.17 RESERVE REPORTS AND RESERVE ESTIMATES. The reports of proven and
probable reserves of Crown summarized in its report on Form 10-K for the year
ended December 31, 2002, and in its subsequent reports on Form 10-Q were
prepared in all Material respects in accordance with applicable requirements of
the Exchange Act and such reports were, as of their respective dates, in all
Material respects in compliance with the requirements applicable to the
presentation of such reserves in documents filed with the SEC.
4.18 INTELLECTUAL PROPERTY RIGHTS. SECTION 4.18 of the Crown Disclosure
Schedule sets forth all Material trade names, patents, trademark registrations,
service mark registrations, copyright registrations and all pending applications
for and registrations of any of the foregoing, owned by Crown or the Crown
Subsidiaries identified by country in which they have been filed or registered
and with applicable serial or registration numbers (the "Intellectual
Property"). Crown or the Crown Subsidiaries is the owner of all right, title and
interest in and to the Intellectual Property. Crown or the Crown Subsidiaries
have, and will continue to have after the Merger, the exclusive right to use
such Intellectual Property (which, subject to the disclosures in SECTION 4.18 of
the Crown Disclosure Schedule, and in combination with any rights of Crown
pursuant to common law or the Crown Contracts, constitutes all Material
Intellectual Property rights necessary for the conduct of its business) and the
use thereof by Crown or the Crown Subsidiaries does not violate or infringe the
rights of any other person, and the transfer to the Surviving Corporation
pursuant to the Merger, will not violate or infringe the rights of any other
person. To the Knowledge of Crown or the Crown Subsidiaries, no other person is
infringing the right of Crown or the Crown Subsidiaries in any such Intellectual
Property. Neither Crown nor the Crown Subsidiaries is in default nor, with the
giving of notice or lapse of time or both, would be in default, under any
license to use such Intellectual Property.
A-16
4.19 ACCOUNTS RECEIVABLE. All of the receivables (the "Accounts
Receivable") including accounts receivable, loans receivable and advances of
Crown or the Crown Subsidiaries which are reflected in the Most Recent Balance
Sheet and all such Accounts Receivable which have arisen since the Most Recent
Balance Sheet, have arisen only from bona fide transactions in the ordinary
course of business. SECTION 4.19 of the Crown Disclosure Schedule accurately
lists as of September 30, 2002, all Accounts Receivable and, for all Material
Accounts Receivable, the amount owing and the aging of such receivable, the name
and last known address for the party from whom such receivable is owing, and any
security in favor of Crown or the Crown Subsidiaries for the repayment of such
receivable which Crown or the Crown Subsidiaries purport to have. Subject to the
reserves shown on the Most Recent Balance Sheet with respect to the Accounts
Receivable which have been established in accordance with GAAP and in a manner
consistent with the prior practice of Crown, the Accounts Receivable as of
September 30, 2003, are collectible in accordance with their terms. There are no
contests, claims, warranty claims, failure of performance claims, or other
asserted claims or rights of set-off under agreements with obligors of the
Accounts Receivable as of September 30, 2003, relating to the amount or validity
of such Accounts Receivable in excess of $25,000 in the aggregate.
4.20 CAPITALIZED LEASE OBLIGATIONS. Neither Crown nor the Crown
Subsidiaries has any capitalized lease obligations.
4.21 CROWN REORGANIZATION. Crown has satisfied all of its obligations
under the plan of reorganization (the "Plan of Reorganization") dated March 25,
2002, and all court orders related thereto. There are no outstanding claims
(including, without limitation, any executory, priority or administrative
claims) relating to the Plan of Reorganization.
4.22 CROWN SEC DOCUMENTS Crown has filed all forms, reports and
documents with the SEC required to be filed by it after January 1, 2001, and
prior to the date of this Agreement (the "Crown SEC Documents"). Each Crown SEC
Document, as of its filing date (or if amended, as of the date of its last
amendment) complied as to form in all Material respects with the applicable
requirements of the Securities Act and the Exchange Act, as the case may be. No
Crown SEC Document, as of its filing date (or if amended, as of the date of its
last amendment), contains any untrue statement of a Material fact or omitted to
state any Material fact necessary in order to make the statements made therein,
in the light of the circumstances under which they were made, not misleading.
None of the Crown Subsidiaries is required to file any forms, reports, or other
documents pursuant to the Securities Act or the Exchange Act.
ARTICLE V
CONDUCT OF BUSINESS BY CROWN PENDING THE MERGER
5.1 CONDUCT OF BUSINESS BY CROWN PENDING THE MERGER. Crown covenants and
agrees that from the date of this Agreement to the earlier of the Effective Time
or the termination of this Agreement, unless Parent otherwise agrees in writing
or as otherwise contemplated by this Agreement, Crown will cause its business
and the business of the Crown Subsidiaries to be conducted only in the ordinary
course of business or as reasonably necessary to consummate the transactions
contemplated hereby. Without limiting the generality of the foregoing, Crown
covenants and agrees that from the date of this Agreement to the earlier of the
Effective Time or the termination of this Agreement:
5.1.1 BUSINESS RELATIONS. Crown will use its commercially reasonable
efforts to (i) preserve intact the business and organization of Crown and the
Crown Subsidiaries; (ii) keep available to itself and Parent the present
services of the employees of Crown and the Crown Subsidiaries; (iii) pursue, in
a professional and commercially reasonable manner, and in consultation with
Parent, its permitting and licensing efforts with respect to the Buckhorn
Mountain Project; and (iv) maintain in full force and effect, at the same levels
of coverage, all the currently existing insurance.
A-17
5.1.2 CAPITALIZATION. Crown will not (i) sell or pledge or otherwise
encumber any stock owned by it in the Crown Subsidiaries, other than (A) each of
such contractual obligations as set forth on Section 5.1.2 of the Crown
Disclosure Schedule or (B) encumbrances resulting from the application of
Permitted Liens, (ii) amend its, or permit the amendment of the Subsidiaries'
(other than Solitario's) Organizational Documents, (iii) split, combine or
reclassify any shares of its capital stock; (iv) declare, set aside, make or pay
any dividend or other distribution payable in cash, stock or property or any
combination thereof with respect to its capital stock (other than such payments
as may be required under the provisions of the Crown Convertible Notes and the
declaration and payment by Crown of a dividend solely in Solitario common
shares; PROVIDED THAT, Crown shall reserve from such dividend sufficient
Solitario common shares to permit it to meet any contractual obligations Crown
may have), or (v) enter into any agreement, commitment or arrangement with
respect to any of the foregoing. Crown shall make all interest payments with
respect to the Crown Convertible Notes, when due under their terms, in cash.
5.1.3 SELL OR PURCHASE CAPITAL STOCK; MERGERS; JOINT VENTURES. Crown
shall not (i) issue, authorize the issuance of or sell any additional shares of
Crown common stock or other Crown securities, or issue, reissue or grant any
option, warrant, call, commitment, subscription, stock appreciation right, right
to purchase or agreement of any character to acquire any shares of its capital
stock, except for the vesting of Crown Options in accordance with their existing
terms, the exercise of Crown Options and Crown Warrants in accordance with their
terms, or the conversion of outstanding Crown Convertible Notes; (ii) redeem,
purchase or otherwise acquire or offer to acquire, directly or indirectly, any
of its capital stock; (iii) amend or terminate any Material contract, agreement
or license to which it is a party other than in the ordinary course of business
or as reasonably necessary in connection with the transactions contemplated in
this Agreement; (iv) acquire (by merger, consolidation, or acquisition of stock
or assets) any corporation, partnership or other business organization or
division or substantial part thereof; (v) sell, lease, license, transfer,
pledge, mortgage, hypothecate or otherwise dispose of any of its assets other
than in the ordinary course of business, excluding the sale of immaterial assets
of Crown that in the good faith belief of Crown are not necessary to the
operation of its business and except for the distribution of Solitario common
stock to its stockholders; (vi) enter into any joint venture or partnership or
acquire majority ownership of any business entity which involves an investment
by Crown in the aggregate in excess of $25,000; (vii) incur any indebtedness for
borrowed money other than trade payables in the ordinary course of business;
(viii) guarantee any obligation of a third party; (ix) issue any debt
securities; or (x) enter into any contract, agreement, commitment or arrangement
with respect to any of the foregoing.
5.1.4 COMPENSATION. Except in the ordinary course of business and
except as required by existing agreements, neither Crown nor the Crown
Subsidiaries shall grant any increase in compensation or pay or agree to pay or
accrue any bonus or like benefit to or for the credit of any director, officer
or employee, or grant any severance or termination pay (other than pursuant to
policies or agreements of Crown in effect on the date hereof and disclosed in
the Crown Disclosure Schedule) or pay any "excess parachute payment" within the
meaning of Section 280G of the Code to, or enter into any employment,
consulting, compensation, severance, termination or other form of agreement
with, any executive officer, director, employee or independent consultant or
advisor, whether past, present or future. Neither Crown nor the Crown
Subsidiaries shall increase benefits payable under, or broaden eligibility for,
their current severance or termination pay policies, and except as required by
applicable Law, regulations or court order. Neither Crown nor the Crown
Subsidiaries shall adopt, enter into or amend to increase the benefits payable
under, or broaden eligibility for, any Benefit Plan.
5.1.5 ALTERNATIVE TRANSACTION.
5.1.5.1 Crown shall not, directly or indirectly through any of
the Crown Subsidiaries or the respective directors, officers, agents,
representatives, affiliates, stockholders or any other persons acting on
any of their behalf, (a) enter into any transaction with any party other
than Parent relative to a merger or consolidation or any other business
combination or any disposition of the assets of Crown or any interest in
its business, its capital stock or any part thereof or a transaction
comparable or similar to the Merger or that would prevent or materially
impede the Merger (any of the foregoing, an "Alternative Transaction"),
(b) solicit or encourage submission of inquiries, proposals or offers
from any other party relative to an Alternative Transaction; (c) except
in the ordinary course of business or as required by Law, regulation, or
court order or by agreements existing at the date of this Agreement,
provide information to any other Person regarding Crown or any of the
Crown Subsidiaries (other than Solitario), (d) conduct any
A-18
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, or (e)
agree to do any of the foregoing. Crown shall promptly notify Parent if
it receives any offer, inquiry or proposal or enters into any
discussions, including without limitation, the terms and conditions of
any such Alternative Transaction and the identity of the potential
acquirer relating to an Alternative Transaction and the details thereof,
and shall keep Parent fully informed on an ongoing basis with respect to
each such offer, inquiry, proposal or discussions with any Person. Crown
shall provide Parent with copies of all such offers, inquiries or
proposals that are in writing and all written materials and
correspondence relating thereto as soon as practicable after receipt by
Crown. Crown and its Board of Directors shall not enter into any
agreement with respect to, or otherwise approve or recommend, any
Alternative Transaction, unless SECTION 5.1.5.4 of this Agreement has
been complied with.
5.1.5.2 Notwithstanding anything to the contrary in this
Agreement, in response to an unsolicited offer, inquiry or proposal from
any Person with respect to an Alternative Transaction, Crown (and its
directors, officers, agents, representatives, affiliates, stockholders
and other persons acting on its behalf) may (a) participate in
discussions or negotiations with, review information from, and, subject
to compliance with Section 5.1.5.4, furnish non-public information to
any third party that has made such offer, inquiry or proposal relative
to an Alternative Transaction and/or (b) approve or accept an
unsolicited Alternative Transaction and may make or authorize any
statement, recommendation or solicitation in support of an unsolicited
Alternative Transaction, in each case only if Crown's Board of Directors
determines in good faith: (i) that, in the case of subclause (a), such
Alternative Transaction proposal is or is reasonably likely to be or
become, or, in the case of subclause (b), such Alternative Transaction
proposal is more favorable to Crown and its shareholders than the
transactions contemplated by this Agreement; and (ii) following
consultation with outside legal counsel, that the failure to participate
in such 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 (any
such Alternative Transaction as to which such a determination has been
made being herein referred to as a "Superior Proposal"); provided,
however, that Crown shall, prior to providing such information or
participating in such discussions, advise Parent that Crown will do so.
5.1.5.3 Crown shall immediately cease and cause to be terminated
any existing discussions or negotiations with any Person (other than
Parent) conducted heretofore with respect to any of the foregoing. Crown
agrees 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.
5.1.5.4 If Crown proposes to enter into a definitive agreement
in connection with a Superior Proposal, it shall first provide Parent
with the details thereof (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 (2) business days)
during which Parent may propose changes to the transaction provided for
by this Agreement. Crown may not furnish any of its non-public
information to a potential party to a Superior Proposal unless it has
previously furnished or provided access to, or promptly thereafter
furnishes or provides access to, such information to Parent.
5.1.5.5 Crown shall ensure that the officers and directors of
Crown and the Crown Subsidiaries, and any investment banker, attorney or
other advisor or representative retained by Crown or any of the Crown
Subsidiaries, or providing services to Crown or any of the Crown
Subsidiaries, in connection with the transactions contemplated hereby
are aware of the restrictions described in this SECTION 5.1.5 and shall
direct such Persons to comply therewith.
A-19
5.1.6 VIOLATION OF LAW. Crown shall not take any action which violates
any statute, code, ordinance, rule, regulation, judgment, order, writ, arbitral
award, injunction or decree of any court, governmental agency or body or
arbitrator, domestic or foreign, having jurisdiction over its properties which
would have a Material Adverse Effect.
5.1.7 BOOKS AND RECORDS. Crown shall maintain its books, accounts and
records in accordance with GAAP and, except as otherwise required by GAAP, on a
basis consistent with the Most Recent Financial Statements. Crown shall not make
any change in any method of accounting or accounting practice, or any change in
the method used in allocating income, charging costs or accounting for income,
except as may be required by law, regulation or GAAP.
5.1.8 TAXES. Crown will not (i) incur, pay or be subject to any
obligation to make any payment of, or in respect of, any Tax on or before the
Effective Time, except in the ordinary course of business or (ii) agree to
extend or waive any statute of limitations on the assessment or collection of
any Tax.
5.1.9 PAYMENT OF LIABILITIES. Crown shall pay or discharge its current
liabilities and accounts payable and properly accrue or provide for deferred
liabilities in the ordinary course of business consistent with past practice,
except for such liabilities as may be subject to a good faith dispute or
counterclaim and for which adequate reserves have been established.
5.1.10 COLLECTION OF ACCOUNTS RECEIVABLE. Crown shall use reasonable
commercial efforts to collect its accounts receivable in the ordinary course of
business consistent with past practice. Crown shall not factor or sell or agree
to factor or sell its accounts receivable or any portion thereof.
5.1.11 VENDORS AND SUPPLIERS. Crown shall not change or agree to change
any Material terms with any of its vendors or suppliers except in the ordinary
course of business. Crown shall pay all liabilities to vendors and suppliers in
the ordinary course of business consistent with past practice.
5.1.12 PAYROLL. Except as may be required by Law, Crown shall not make
any Material change in its payroll and payroll tax payment practices.
5.1.13 CAPITAL EXPENDITURES. Crown shall not make any capital
expenditures in excess of $500,000 in the aggregate per calendar quarter.
5.2 PROCESSING OF REQUESTS FOR CONSENT. If Crown wishes to seek the
consent of Parent to any activity requiring such consent pursuant to SECTION
5.1, it shall request such consent by written notice to Brian W. Penny, the
Chief Financial Officer of Parent. Parent shall use reasonable efforts to cause
a decision with respect to such consent to be made and communicated to Crown as
soon as practical and, in any event, within five business days following receipt
of such notice.
ARTICLE VI
ADDITIONAL AGREEMENTS
6.1 REGISTRATION STATEMENT. As promptly as practicable after the
execution of this Agreement, Parent and Crown shall prepare and file with the
SEC a registration statement on Form F-4 (the "Registration Statement"), which
will include a proxy statement for the solicitation of proxies by Crown in
connection with the approval of the Merger by the Crown stockholders (the "Proxy
Statement/Prospectus"). Each of Parent and Crown shall use its commercially
reasonable efforts to cause the Registration Statement to be declared effective
by the SEC as promptly as practicable, and shall take any action required to be
taken under any applicable federal or state securities laws in connection with
the issuance of Kinross Common Shares in the Merger and the solicitation of
proxies for the Crown Stockholders' Meeting. Each of Parent and Crown shall
furnish to the other all information concerning it and the holders of its
capital stock as the other may reasonably request in connection with such
registration statement. As promptly as practicable after the Registration
Statement shall have been declared effective by the SEC, Crown shall comply with
all applicable requirements of the Exchange Act, rules and regulations
thereunder, and the Washington Act necessary to notice and hold the Crown
Stockholders' Meeting. The Proxy Statement/Prospectus shall include
A-20
the Crown Recommendation, unless such recommendation shall have been withdrawn
as a result of a Superior Proposal or as the Board of Directors, after
consultation with outside legal counsel, determines is required by the fiduciary
duties of the Crown Board of Directors. The information supplied by Crown or
Parent, as the case may be, for inclusion in the Registration Statement shall
not, at the time the Proxy Statement/Prospectus is mailed to the stockholders of
Crown, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading. Crown hereby consents to the use of the
information it provides for inclusion in the Registration Statement or contained
in Crown's periodic reports filed with the SEC in any filing Kinross is
obligated to make or makes under the provisions of Canadian securities Laws. If
at any time prior to the Effective Time any event or circumstance relating to
Crown or any of its affiliates, or its or their respective officers or
directors, is discovered by Crown or Parent, as the case may be, that should be
set forth in a supplement or an amendment to the Proxy Statement/Prospectus,
such party shall promptly inform the other thereof in writing. All documents
that Crown or Parent, as the case may be, is responsible for filing with the SEC
in connection with the transactions contemplated herein shall comply as to form
in all material respects with the applicable requirements of the Securities Act
and the rules and regulations thereunder and the Exchange Act and the rules and
regulations thereunder.
6.2 CONVERSION OF OUTSTANDING CROWN CONVERTIBLE NOTES. Crown agrees to
use its commercially reasonable efforts to (i) obtain the necessary approval of
the holders of the outstanding Crown Convertible Notes to amend the terms of
such Crown Convertible Notes; (ii) obtain the necessary agreement of each of the
holders of such Crown Convertible Notes; or (iii) to call the Crown Convertible
Notes for redemption, in any event, so that all of the outstanding Crown
Convertible Notes are redeemed or are converted into Crown Common Shares prior
to the Effective Time.
6.3 FILINGS BY SOLITARIO. Crown agrees 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, and
Canadian securities Laws in connection with the distribution by Crown of the
Solitario Common Stock to the stockholders of Crown. Such filings shall be
prepared by and made at the expense of Solitario. Crown shall cooperate in
providing all information to Solitario necessary to complete such filings.
6.4 ACCESS AND INFORMATION. Crown hereby covenants and agrees that it
will afford to Parent and its representatives full access during normal business
hours throughout the period prior to the Effective Time to all of its properties
upon reasonable prior notice and shall use reasonable efforts to make its
directors, management, other employees and authorized representatives (including
counsel and independent public accountants) available to confer with Parent and
its authorized representatives (provided that Parent shall give the Chief
Executive Officer of Crown reasonable notice) and, during such period, Crown
will (i) make available all papers and records of Crown relating to the assets,
properties, operations, obligations and liabilities of Crown, including but not
limited to, all books of account (including the general ledger), tax records and
returns, title documents, minute books of directors', committees' and
stockholders' meetings, mining plans or permitting applications or strategies
(other than documents relating to the consideration by Crown of the transactions
contemplated by this Agreement), Organizational Documents, Crown Contracts,
filings with and communications from any regulatory authority, accountants' work
papers, litigation files, plans affecting employees, and any other business
activities or prospects as Parent may from time to time reasonably request and
that Crown has, and (ii) promptly furnish to Parent all other information
concerning its business, properties and personnel as Parent may reasonably
request. Throughout the period prior to the Effective Time, Crown will cause one
or more of its designated representatives to be available to confer on a regular
and frequent basis with representatives of Parent and to report the general
status of the ongoing operations of Crown.
6.5 REGULATORY APPROVALS. Parent, Purchaser and Crown shall make all
filings and requests for approval with any and all Governmental Entities as may
be necessary to permit or give effect to the transactions contemplated by this
Agreement.
A-21
6.6 ADDITIONAL AGREEMENTS; FURTHER ASSURANCES. Subject to the terms and
conditions herein provided, each of the parties hereto agrees 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 the
part of such party, to consummate and make effective the transactions
contemplated by this Agreement at the earliest practicable date, including using
its commercially reasonable efforts to obtain all required consents, approvals,
waivers, exemptions, amendments and authorizations, give all notices, and make
or effect all filings, registrations, applications, designations and
declarations; and each party shall cooperate fully with the other (including by
providing any necessary information) with respect to the foregoing. Crown and
Parent each will make commercially reasonable efforts to conduct its business so
that its representations and warranties shall be true and correct at the
Effective Time (except those representations and warranties which are expressly
limited to some other date, or actions contemplated or permitted hereby) with
the same force and effect as if such representations and warranties were made
anew at and as of the Effective Time. Each party shall give prompt written
notice to the other of (i) the occurrence or failure to occur of any event which
occurrence or failure has caused or could reasonably be expected to cause any
representation or warranty of Crown or Parent as the case may be, contained in
this Agreement to be untrue or inaccurate at any time from the date hereof to
the Effective Time or that will result in the failure to satisfy any of the
conditions specified in Article VII and (ii) any failure of Crown or Parent as
the case may be, to comply with or satisfy any covenant, condition or agreement
to be complied with or satisfied by it hereunder.
6.7 PUBLICITY. So long as this Agreement is in effect, neither Crown nor
Parent will, prior to the Effective Time, issue, or permit to be issued any
press release or other announcement or public disclosure of matters related to
this Agreement or the transactions contemplated hereby without the prior consent
of the other party, except as may be required by applicable Law, court process
or by obligations pursuant to any listing agreement with NYSE or the TSX.
6.8 TAX TREATMENT. Each party hereto shall use all reasonable efforts to
cause the Merger to qualify, and shall not take, and shall use all reasonable
efforts to prevent any affiliate of such party from taking, any actions that
could prevent the Merger from qualifying, as a reorganization within the meaning
of Section 368(a) of the Code. Nothing herein shall preclude Parent from
transferring its ownership of Crown to another Subsidiary of Parent that is
"controlled" by Parent within the meaning of Code Section 368(a)(2)(c).
6.9 INDEMNIFICATION. Notwithstanding anything in this Agreement to the
contrary, including SECTION 1.5, the Merger shall not diminish or otherwise
adversely affect the rights of the current and former directors and officers of
Crown (each an "Indemnified Party") under Articles XII and XIII of the Articles
of Amendment of the Restated Articles of Incorporation of Crown and under
Article Eleven of the Bylaws of Crown (collectively the "Indemnification
Provisions"). The Surviving Corporation and the Parent assume and shall be
jointly and severally liable for all obligations of Crown under the
Indemnification Provisions for any "proceeding" (as defined in Section 11-1 of
the Bylaws of Crown) that arises with respect to an Indemnified Party within six
(6) years after the Effective Time. Each Indemnified Party shall have the right
to enforce his rights under the Indemnification Provisions directly against the
Surviving Corporation and/or the Parent, with respect to each such proceeding.
The Surviving Corporation and the Parent agree that, notwithstanding the terms
of Section 11-3 of the Bylaws of Crown, in all proceedings not brought by the
Surviving Corporation and/or Parent, the Surviving Corporation and Parent shall
not have the right by resolution of the Board of Directors or other corporate
action to withhold the advancement of expenses to an Indemnified Party, and that
such right to the advancement of expenses shall be subject only to the
Indemnified Party's delivery of the undertaking described in Section 11-3 of the
Bylaws of Crown. This SECTION 6.9 (i) is intended to be for the benefit of, and
shall be enforceable by, each Indemnified Party and his heirs and personal
representatives, (ii) shall be binding on the Surviving Corporation and the
Parent and their respective successors and assigns, and (iii) shall survive the
Merger and Effective Time.
6.10 RULE 145 AFFILIATES. Prior to the Effective Time, Crown shall cause
to be delivered to Parent a list identifying all persons who are, at the time of
the Crown Stockholders' Meeting, deemed to be an affiliate (as defined in the
Securities Act) of Crown. Crown shall use its reasonable efforts to cause each
person who is identified as a possible Securities Act Affiliate to enter into,
prior to the Effective Time, an agreement in the form attached hereto as Exhibit
6.10 pursuant to which each such Person acknowledges its responsibilities as
such an affiliate.
A-22
6.11 TAX REPRESENTATION LETTERS. For purposes of the tax opinion
described in SECTION 7.2.4 of this Agreement, each of Crown, Parent, and
Purchaser shall provide representation letters reasonably customary in scope and
substance, each dated as of the date that is two business days prior to the date
the Proxy Statement/Prospectus is mailed to shareholders of Crown and reissued
as of the Closing Date.
6.12 CROWN OPTIONS. The Crown Board of Directors, in a timely fashion,
shall select the alternative set forth in paragraph 10.2-3 of the Crown 2002
Stock Incentive Plan so that all Crown Options shall be exercised or shall
terminate prior to the Effective Time.
ARTICLE VII
CONDITIONS
7.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE MERGER. The
respective obligations of each party to effect the Merger shall be subject to
the following conditions, except, to the extent permitted by applicable Law, as
such condition may be waived in writing pursuant to SECTION 7.5 by the joint
action of Parent and Crown:
7.1.1 REGISTRATION STATEMENT. The Registration Statement shall have
been declared effective by the SEC and Parent shall have received all other
authorizations necessary under applicable securities laws to consummate the
transactions contemplated by this Agreement.
7.1.2 APPROVAL OF CROWN STOCKHOLDERS. Crown shall have obtained all
approvals of holders of shares of capital stock of Crown necessary to approve
and adopt the Merger, this Agreement and all the transactions contemplated
hereby to the extent required by the Washington Act.
7.1.3 INJUNCTION; COMPLIANCE WITH LAW. No preliminary or permanent
injunction or other order by any foreign court having appropriate jurisdiction
or of any federal or state court preventing consummation of the Merger having
been issued and continuing in effect, and the Merger and the other transactions
contemplated hereby not being prohibited under any applicable Law.
7.1.4 LEGAL PROCEEDINGS. No Law or injunction shall have been enacted,
entered, promulgated or enforced by any Governmental Entity which prohibits,
restrains, enjoins or restricts the consummation of the Merger or litigation
instigated which seeks to prohibit, restrain, enjoin, or restrict the
consummation of the Merger.
7.1.5 REGULATORY APPROVALS. 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, required as a
condition of the consummation of the transactions contemplated herein shall have
been received and shall not have been rescinded; and neither Crown nor Parent
shall have received written notice from any such entity that it is conducting
any review or investigation to determine whether any such approval, consent, or
authorization should be withdrawn or Materially modified.
7.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF CROWN. The obligations of
Crown to effect the Merger and the other transactions contemplated hereby are
also subject the satisfaction at or prior to the Closing Date of the following
conditions, any or all of which may be waived in writing by Crown, in whole or
in part, to the extent permitted by applicable law.
7.2.1 REPRESENTATIONS AND WARRANTIES. Each of the representations and
warranties of Parent and Purchaser contained in this Agreement shall be true and
correct as of the Closing Date as though made on and as of the Closing Date
(except to the extent such representations and warranties specifically relate to
an earlier date, in which case such representations and warranties shall be true
and correct as of such earlier date). Crown shall have received a certificate of
the President and the Chief Financial Officer of Parent, dated the Closing Date,
to such effect.
7.2.2 AGREEMENTS AND COVENANTS. Parent and Purchaser shall each have
performed or complied, in all Material respects, with all agreements and
covenants required by this Agreement to be performed or complied with by it on
or prior to the Closing Date. Crown shall have received a certificate of the
President and the Chief Financial Officer of Parent and Purchaser, dated the
Closing Date, to such effect.
A-23
7.2.3 MATERIAL ADVERSE CHANGE. Since the date of this Agreement, there
shall have been no change, occurrence, or circumstance in the current or future
business, assets, liabilities, financial condition, or results of operations of
Parent and its consolidated subsidiaries having, or reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Parent, viewed on
a consolidated basis.
7.2.4 TAX OPINION. Crown shall have received the written opinion of
Parr Waddoups Brown Gee & Loveless, dated the Closing Date, to the effect that:
(a) the Merger will constitute a reorganization within the meaning of Section
368(a) of the Code; (b) Parent, Purchaser, and Crown will constitute parties to
the reorganization within the meaning of Section 368(b) of the 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 Crown Warrants upon receipt of shares of
Kinross Common Shares in the Merger in exchange for such Crown Common Stock or
Crown 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 Code as a result of the
Merger; and such opinion shall not have been withdrawn or modified. Counsel may
rely on representations from the parties and appropriate assumptions in
rendering its opinion.
7.2.5 APPROVALS AND CONSENTS. Parent shall have obtained any consents
from third parties necessary to consummate the transactions contemplated hereby
without Material Adverse Effect on the business or financial condition of
Parent.
7.2.6 OPINION OF FINANCIAL ADVISOR. The financial advisor of Crown,
Haywood Securities Inc. of Toronto, Ontario, has delivered to the Board of
Directors of Crown a written opinion to the effect that the Exchange Ratio is
fair from a financial point of view to the shareholders of Crown.
7.3 ADDITIONAL CONDITIONS TO OBLIGATIONS OF PARENT AND PURCHASER. The
obligations of Parent and Purchaser to effect the Merger and the other
transactions contemplated hereby are also subject to the satisfaction at or
prior to the Closing Date of the following conditions, any or all of which may
be waived in writing by Parent and Purchaser, in whole or in part, to the extent
permitted by applicable law.
7.3.1 REPRESENTATIONS AND WARRANTIES. Each of the representations and
warranties of Crown contained in this Agreement shall be true and correct as of
the Closing Date as though made on and as of the Closing Date (except to the
extent such representations and warranties specifically relate to an earlier
date, in which case such representations and warranties shall be true and
correct as of such earlier date). Parent and Purchaser shall have received a
certificate of the President and the Chief Financial Officer of Crown, dated the
Closing Date, to such effect.
7.3.2 AGREEMENTS AND COVENANTS. Crown shall have performed or
complied, in all Material respects, with all agreements and covenants required
by this Agreement to be performed or complied with by it on or prior to the
Closing Date. Parent and Purchaser shall have received a certificate of the
President and the Chief Financial Officer of Crown, dated the Closing Date, to
such effect.
7.3.3 MATERIAL ADVERSE CHANGE. Since the date of this Agreement, there
shall have been no change, occurrence, or circumstance in the current or future
business prospects, assets, liabilities, financial condition or results of
operations of Crown or any of the Crown Subsidiaries having, or reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
the business, properties, or prospects of Crown, including any action taken, or
any statute, rule, regulation, or order enacted, entered, or enforced by any
Governmental Entity in connection with the grant or denial of a regulatory
approval necessary, in the reasonable business judgment of Parent and Purchaser,
to the continuing operation of the current or future business of Crown which, in
the reasonable business judgment of Parent and Purchaser, would be materially
burdensome in the context of the transactions contemplated by this Agreement.
Parent and Purchaser shall have received a certificate of the President and the
Chief Financial Officer of Crown, dated the Closing Date, to such effect. For
the purpose of this Agreement, changes in gold prices do not, by themselves,
constitute a change having a Material Adverse Effect.
A-24
7.3.4 DISSENTER RIGHTS. The number of shares of Crown Common Stock for
which valid Dissenter Notices have been provided and remain outstanding
immediately prior to the effectiveness of the Merger does not exceed 5% of the
issued and outstanding Crown Common Stock immediately prior to the Effective
Time.
7.3.5 DISTRIBUTION OF SOLITARIO COMMON STOCK. The distribution of the
Solitario Common Stock to the shareholders of Crown, if any, has been completed
in accordance with applicable United States and Canadian securities and
corporate laws in a method reasonably satisfactory to Parent and Purchaser.
7.3.6 APPROVALS AND CONSENTS. Crown shall have obtained any consents
from third parties necessary to consummate the transactions contemplated hereby
without Material Adverse Effect on the business or financial condition of Crown.
7.3.7 REDEMPTION OR CONVERSION OF THE CROWN CONVERTIBLE NOTES. All of
the Crown Convertible Notes shall have been converted into shares of Crown
Common Stock or redeemed prior to the Effective Time.
7.3.8 CROWN OPTIONS. All of the Crown Options shall have been
exercised or terminated prior to the Effective Time.
ARTICLE VIII
TERMINATION AND WAIVER
8.1 TERMINATION. This Agreement may be terminated at any time prior to
the Effective Time, whether before or after approval by the Crown Stockholders:
8.1.1 BY MUTUAL AGREEMENT. By mutual written agreement of Parent and
Crown.
8.1.2 BY PARENT OR CROWN. By either Parent or Crown, if:
8.1.2.1 the consummation of the Merger has not occurred by June
30, 2004, provided that the party seeking to terminate this Agreement
pursuant to this clause has not breached in any Material respect its
obligations under this Agreement in any manner that has contributed to
the failure of the consummation of the Merger on or before the such
date;
8.1.2.2 there is any Law that prohibits or makes the
consummation of the Merger illegal, or if an order, decree, ruling,
judgment or injunction has been entered 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; or
8.1.2.3 at the Crown Stockholders' Meeting (including any
adjournment or postponement thereof), Crown Stockholder Approval has not
been obtained, if required by applicable Law, unless such failure to
obtain Crown Stockholder Approval is the result of a Material breach of
this Agreement by the party seeking to terminate this Agreement.
A-25
8.1.3 BY CROWN. By Crown, if:
8.1.3.1 (A) the representations and warranties of Parent and/or
Purchaser contained in Article III of this 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, or (B) Parent or Purchaser Materially breaches or
Materially fails to perform its covenants and other agreements contained
herein; provided that, in each of the foregoing clauses (A) and (B),
such breach or failure cannot be or has not been cured in all Material
respects within ten (10) days after Crown's written notice thereof to
Parent or Purchaser; or
8.1.3.2 Crown's Board of Directors has withdrawn the Crown
Recommendation or has recommended or entered into a definitive agreement
with respect to a Superior Proposal.
8.1.4 BY PURCHASER AND PARENT. By Purchaser and Parent, if:
8.1.4.1 (A) the representations and warranties of Crown
contained in Article IV of this 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, or (B) Crown Materially breaches or Materially fails to
perform its covenants and other agreements contained herein; provided
that, in each of the foregoing clauses (A) and (B), such breach or
failure cannot be or has not been cured in all Material respects within
ten (10) days after Parent's written notice thereof to Crown; or
8.1.4.2 Crown's Board of Directors has withdrawn the Crown
Recommendation or has recommended or entered into a definitive agreement
with respect to a Superior Proposal.
8.2 EFFECT OF TERMINATION. If any party terminates this Agreement
pursuant to SECTION 8.1 above, all rights and obligations of the parties
hereunder will terminate without any liability of any party to any other party,
except for any liability of any party as a result of that party's breach,
provided that the provisions of this Article VIII and Article IX will remain in
full force and effect and survive any termination of this Agreement.
8.3 FEES AND EXPENSES. Except as set forth in SECTION 8.4, all fees and
expenses incurred in connection with the transactions contemplated hereby will
be paid by the party incurring such expenses, whether or not the Merger is
consummated.
8.4 TERMINATION FEE AND EXPENSE REIMBURSEMENT. Notwithstanding any other
provision of this Agreement, in the event that Crown does not consummate the
transactions contemplated by this Agreement as a result of entering into any
agreement resulting from a Superior Proposal within six months of the date of
this Agreement, then Crown shall (i) pay to Parent a fee of $2,000,000 (the
"Termination Fee"), and (ii) reimburse Parent for its documented, reasonable
third-party, out-of-pocket expenses in connection with the transactions
contemplated by this Agreement (the "Expense Reimbursement"). Notwithstanding
the foregoing, if a court having jurisdiction of the matter should finally
determine that either the Termination Fee or the Expense Reimbursement is not
permissible, or is in excess of the amount permissible under applicable Law,
then the full amount determined by the court to be permissible under applicable
Law shall be paid to Parent.
8.5 OTHER TERMINATION FEE AND EXPENSE REIMBURSEMENT MATTERS. Crown shall
make all payments required by SECTION 8.4 promptly (and in any event within five
(5) business days of receipt by Crown of written notice from Parent) by wire
transfer of immediately available funds to an account designated by Parent in
writing. Crown acknowledges that the agreements regarding the Termination Fee
and Expense Reimbursement contained in this Agreement are an integral part of
the transactions contemplated hereby, and that in the absence of such
agreements, Parent and Purchaser would not have entered into this Agreement.
A-26
8.6 WAIVER. At any time, the parties hereto may (i) extend the time for
the performance of any of the obligations or other acts of the other parties
hereto, (ii) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto or (iii) except as
prohibited by law, waive compliance with any of the agreements or conditions
contained herein the benefit of which such party or its stockholders is entitled
to. Any agreement on the part of a party hereto to any such extension or waiver
shall be valid if set forth in an instrument in writing signed on behalf of such
party.
8.7 CONFIDENTIALITY. All information obtained by Parent pursuant to this
Agreement shall be kept confidential in accordance with the Confidentiality
Agreement. Notwithstanding anything to the contrary in this Agreement or in the
Confidentiality Agreement, however, Crown, Parent, and Purchaser (and each
affiliate and person acting on behalf of Crown, Parent, and Purchaser) agree
that each of them (and each employee, representative, and other agent of such
Person) may disclose to any and all Persons, without limitation of any kind, the
tax treatment and tax structure of the Merger (and any related transactions) and
all materials of any kind (including opinions or other tax analyses) provided to
such Person relating to such tax treatment and tax structure, except to the
extent necessary to comply with any applicable federal or state securities laws.
ARTICLE IX
GENERAL PROVISIONS
9.1 NOTICES. No notice or other communication shall be deemed given
unless sent in any of the manners, and to the attention of the persons,
specified in this SECTION 9.1. All notices and other communications hereunder
shall be in writing and shall be deemed given or delivered to any party (i) upon
delivery to the address of such party specified below if delivered personally,
(ii) one business day after being sent by reputable overnight courier (charges
prepaid) or (iii) five business days after being sent by registered or certified
mail (return receipt requested), in any case to the parties at the following
addresses or telecopy numbers (followed promptly by personal, courier or
certified or registered mail delivery) (or at such other addresses for a party
as will be specified by like notice):
9.1.1 TO PARENT OR PURCHASER:
Kinross Gold Corporation
52nd Floor Scotia Plaza
40 King Street West
Toronto, Ontario Canada M5H 3Y2
Telephone: (416) 365-5123
Facsimile: (416) 363-6622
with a copy to:
Keith L. Pope
Parr Waddoups Brown Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, Utah 84111-1537
Telephone: (801) 531-7840
Facsimile: (801) 532-7750
A-27
9.1.2 To Crown:
Crown Resources Corporation
4251 Kipling Street, Suite 390
Wheat Ridge, Colorado 80033
Telephone: (303) 534-1030
Facsimile: (303) 534-1809
with a copy to:
John J. Halle
Stoel Rives LLP
900 S.W. Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
Telephone: (503) 224-3380
Facsimile: (503) 220-2480
9.2 SPECIFIC PERFORMANCE AND OTHER REMEDIES. The parties hereto
acknowledge that the rights of each party to consummate the transactions
contemplated hereby are special, unique and of extraordinary character, and
that, in the event that any party violates or fails or refuses to perform any
covenant or agreement made by it herein, the non-breaching party may be without
an adequate remedy at law. The parties agree, therefore, that in the event that
any party violates or fails or refuses to perform any covenant or agreement made
by such party herein, the non-breaching party or parties may, subject to the
terms of this Agreement and in addition to any remedies at Law for damages or
other relief, institute and prosecute an action in any court of competent
jurisdiction to enforce specific performance of such covenant or agreement or
seek any other equitable relief. The prevailing party in any proceeding shall be
entitled to reimbursement for all its costs and expenses (including reasonable
attorneys' fees) relating to such proceeding from the non-prevailing party.
9.3 INTERPRETATION. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
9.4 MISCELLANEOUS. This Agreement (including the documents and
instruments referred to herein) (i) subject to that certain Mutual Nondisclosure
Agreement, dated October 7, 2003 between Parent and Crown, constitutes the
entire agreement between the parties hereto in respect of the subject matter
hereof and supersedes all other prior agreements and understandings, both
written and oral, among the parties hereto with respect to such subject matter,
(ii) is not intended to confer upon any other person any rights or remedies
hereunder, (iii) shall be governed in all respects, including validity,
interpretation and effect, by the internal law, not the law of conflicts, of the
State of Washington and (iv) may not be amended, modified or supplemented except
by written agreement of the parties hereto. This Agreement may be executed in
two or more counterparts each of which shall be deemed an original but all of
which together shall constitute but a single agreement. The term "person" as
used herein shall mean any individual, partnership, corporation, limited
liability company, trust or other entity.
9.5 ASSIGNMENT. This Agreement (including the documents and instruments
referred to herein) may not be assigned by any party. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
permitted successors and assigns, and any reference to a party hereto shall also
be a reference to a permitted successor or assign.
9.6 LANGUAGE. The language used in this Agreement shall be deemed to be the
language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction shall be applied against any person.
A-28
9.7 SEVERABILITY. Any provision hereof which is prohibited or
unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by law, the parties hereto waive any
provision of Law which renders any such provision prohibited or unenforceable in
any respect.
9.8 NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the
representations and warranties of the parties contained in this Agreement shall
terminate as of the Effective Time.
ARTICLE X
DEFINITIONS
As used in the Agreement, the terms below shall have the meanings set forth
below.
"Accounts Receivable" is defined in SECTION 4.19.
"Affiliate" shall mean any person (i) that directly or indirectly, through one
or more intermediaries, controls or is controlled by, or is under common control
with, an other person, (ii) that directly or beneficially owns or holds ten
percent (10%) or more of any equity interest in the other person or (iii) ten
percent (10%) or more of whose voting stock is owned directly or beneficially or
held by the other person.
"Affiliated Group" shall have the meaning ascribed to it under Section 1504(a)
of the Code.
"Alternative Transaction" is defined in SECTION 5.1.5.1.
"Articles of Merger" is defined in SECTION 1.3.
"Average Closing Price" is defined in SECTION 2.2.3.
"Benefit Plans" is defined in SECTION 4.8.1.
"Capitalized Lease Obligations" shall mean all obligations or liabilities
created or arising under any capitalized lease of real or personal property, or
conditional sale or other title retention agreement, whether or not the rights
and remedies of the lessor, seller or lender thereof are limited to repossession
of the property giving rise to such obligations or liabilities.
"Certificate" is defined in SECTION 2.1.
"Change in Control Benefit" is defined in SECTION 4.8.1.
"Closing" is defined in SECTION 1.2.
"Closing Date" is defined in SECTION 1.2.
"Code" shall mean the United States Internal Revenue Code of 1986, as amended.
"Constituent Corporations" is defined in the Preamble.
"Crown" is defined in the Preamble.
"Crown Common Stock" shall mean the shares of common stock of Crown.
A-29
"Crown Contracts" shall mean any agreement, written or oral, to which Crown or
the Crown Subsidiaries are a party or by which Crown or the Crown Subsidiaries
are bound or to which the assets of Crown or the Crown Subsidiaries are subject.
"Crown Convertible Notes" is defined in SECTION 4.2.2.
"Crown Disclosure Schedule" shall mean the schedule delivered by Crown to Parent
simultaneously with the execution and delivery of this Agreement.
"Crown Option" and "Crown Options" are defined in SECTION 4.2.4.
"Crown Permits" is defined in SECTION 4.11.
"Crown Recommendation" is defined in SECTION 4.3.1.
"Crown Stockholder" shall mean a holder of shares of Crown Common Stock.
"Crown Stockholder Approval" shall mean the approval of the Merger, this
Agreement and the transactions contemplated hereby by the Crown Stockholders in
accordance with the Organizational Documents of Crown and the Washington Act.
"Crown Stockholders' Meeting" is defined in SECTION 5.2.1.1.
"Crown Stockholders' Notice" shall mean the notice of the Crown Stockholders'
Meeting including the proxy card and letter of transmittal in the form to be
delivered to the Crown Stockholders in connection with the Crown Stockholder
Approval of this Agreement and the Merger.
"Crown Subsidiaries" is defined in Section 4.1; PROVIDED, HOWEVER, such term
does not include Solitario as one of the Crown Subsidiaries.
"Crown Warrant" is defined in SECTION 4.2.3.
"Dissenter" has the meaning set forth in Section 13.010(2) of the Washington
Act.
"Dissenter Notice" shall mean a notice described in Section 13.210 of the
Washington Act.
"DOJ" shall mean the United States Department of Justice.
"Effective Time" is defined in SECTION 1.3.
"Environmental Law" shall mean any and all existing federal, international,
state or local statutes, laws, regulations, ordinances, orders, policies, or
decrees and the like, relating to public health or safety, pollution or
protection of human health or the environment, including natural resources,
including but not limited to the Clean Air Act, 42 U.S.C. ' 7401 ET SEQ., the
Clean Water Act, 33 U.S.C. ' 1251 ET SEQ., the Resource Conservation Recovery
Act ("RCRA"), 42 U.S.C. ' 6901 ET SEQ., the Toxic Substances Control Act, 15
U.S.C. ' 2601 ET SEQ., and the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"), 42 U.S.C. ' 9601 ET SEQ. and any
similar or implementing state or local law, or any common law, which governs:
(i) the existence, clean-up, removal and/or remedy of contamination or threat of
contamination on or about real property; (ii) the emission, discharge or
Release, of Hazardous Materials or contaminants into the environment; (iii) the
control of Hazardous Materials or contaminants; or (iv) the use, generation,
transport, treatment, storage, disposal, removal, recycling, handling or
recovery of Hazardous Materials.
A-30
"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.
"ERISA Affiliate" shall mean any Person which is or was treated as a single
employer with Crown (or otherwise aggregated with Crown) under Sections 414(b),
414(c), 414(m) or 414(o) of the Code.
"Exchange Act" is the Securities Exchange Act of 1934, as amended.
"Exchange Agent" is defined in SECTION 2.1.
"Exchange Ratio" is defined in SECTION 1.8.1.
"Financial Statements" is defined in SECTION 4.4.1.
"GAAP" shall mean the United States generally accepted accounting principles.
"Governmental Entities" shall mean, collectively, any court, tribunal,
arbitrator, authority, agency, commission, official or other instrumentality of
the United States, any foreign country or any state, county, city or other
political subdivision.
"Hazardous Materials" shall mean any material or substance: (i) which is now
defined as a "hazardous substance," "pollutant," "contaminant," "hazardous
material," "hazardous waste," "extremely hazardous waste," "restricted hazardous
waste," "infectious waste," "toxic substance," or any other formulation intended
to define, list or classify substances by reason of deleterious property, such
as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, or
reproductive toxicity, under or pursuant to CERCLA, or other Environmental Law,
and existing amendments thereto and regulations promulgated thereunder; (ii)
containing gasoline, oil, diesel fuel or other petroleum products, or fractions
thereof; (iii) which is defined as a "hazardous waste" pursuant to RCRA and
existing amendments thereto and regulations promulgated thereunder; (iv)
containing polychlorinated biphenyls; (v) containing asbestos in any form that
is or could become friable; (vi) which is radioactive; (vii) which is
biologically hazardous; or (viii) the presence of which is regulated by or
subject to, or requires investigation or remediation under, any federal,
international, state, or local statute, regulation, ordinance, policy or other
Environmental Law.
"Intellectual Property" is defined in SECTION 4.18.
"IRS" shall mean the United States Internal Revenue Service.
"Joint Press Release" is defined in SECTION 1.8.7.
"Kinross" is defined in the Preamble.
"Kinross Common Shares" is defined in the Background Section.
"Kinross Securities Filings" is defined in SECTION 3.7.
"Knowledge" shall mean with respect to a Person or the actual knowledge of the
officers and directors of such Person and its Subsidiaries.
"Laws" shall mean, collectively, any domestic (federal, state, or local) or
foreign law, statute, ordinance, rule, regulation, judgment, decree, order,
writ, permit or license of any Governmental Entity.
"Liens" shall mean all mortgages, liens, pledges, claims, charges, security
interests or other encumbrances.
A-31
"Material" shall mean material to the business, assets, financial condition,
operations or results of operations of a Person and its Subsidiaries, taken as a
whole.
"Material Adverse Effect" shall mean with respect to a Person any change,
effect, occurrence or state of facts that is materially adverse to the business,
financial condition, operations or results of operations of such Person and its
Subsidiaries, taken as a whole.
"Material Contracts" is defined in SECTION 4.14.2.
"Merger" is defined in the Background Section.
"Most Recent Balance Sheet" is defined in SECTION 4.4.1.
"Most Recent Financial Statements" is defined in SECTION 4.4.1.
"Organizational Documents" shall mean the articles or certificate of
incorporation, articles or certificate of formation, bylaws, operating
agreement, limited liability company agreement or other similar formation and/or
governing documents.
"Parent" is defined in the Preamble.
"Permitted Liens" shall mean (i) Liens securing liabilities which are reflected
or reserved against in the most recent balance sheet of Crown filed with the SEC
to the extent so reflected or reserved; (ii) Liens for taxes not yet due and
payable or which are being contested in good faith and by appropriate
proceedings if adequate reserves with respect thereto are maintained on Crown's
books in accordance with GAAP; (iii) existing mechanic's, materialmen's, and
similar Liens, to the extent that adequate reserves with respect thereto are
reflected in the most recent balance sheet of Crown filed with the SEC; (iv)
existing purchase money Liens for amounts that are not yet due and payable or
which are being contested in good faith if adequate reserves with respect
thereto are maintained in Crown's books in accordance with GAAP; (v) with
respect to real property, existing Liens arising from easements, covenants,
conditions, and restrictions which, individually or in the aggregate, do not
Materially interfere with the existing or proposed use of the real property and
Liens securing rental payments under capital lease arrangements; and (vi)
similar matters of record affecting title to such real property that,
individually and in the aggregate, do not and would not Materially detract from
the value of such property and assets of the Crown or the Crown Subsidiaries or
Materially interfere with the use thereof as currently used.
"Person" shall mean an individual, a corporation, a limited liability company, a
partnership, an association, a trust or any other entity or organization.
"Proxy Statement/Prospectus" is defined in SECTION 6.1.
"Purchaser" is defined in the Preamble.
"Purchaser Shares" shall mean the issued and outstanding shares of the common
stock, $0.01 par value per share, of Purchaser.
"Qualified Plans" is defined in SECTION 4.8.3.2.
"Registration Statement" is defined in Section 6.1.
A-32
"Release" shall mean any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, ejecting, injecting, escaping, leaching, migrating,
dumping or disposing into the indoor or outdoor environment, including without
limitation the abandonment or discarding or disposal of barrels, drums,
containers, tanks and other receptacles containing or previously containing any
Hazardous Materials.
"Returns" shall mean all United States federal, state, county, local and foreign
returns, reports, declarations, claims for refund, information returns and
statements with respect to Taxes, including any schedule or attachment thereto,
and including any amendment thereof.
"SEC" shall mean the United States Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Solitario" shall mean Solitario Resources Corporation, a Colorado corporation.
"Subsidiary" shall mean, with respect to any Person, an entity that is
controlled either directly or indirectly by the Person or in which the Person
directly or indirectly owns or controls more than fifty percent of its equity.
"Superior Proposal" is defined in Section 5.1.5.2.
"Surviving Corporation" is defined in SECTION 1.1.
"Tax" and "Taxes" shall mean (i) all United States federal, state, county,
local, foreign and other taxes of any kind whatsoever (including, without
limitation, income, profits, premium, estimated, excise, sales, use, occupancy,
license, gross receipts, franchise, AD VALOREM, severance, capital levy,
production, transfer, payroll, stamp, occupation, withholding, employment,
unemployment, disability, social security, real property, personal property,
transfer import duties and other governmental charges and assessments), whether
or not measured in whole or in part by net income, and including deficiencies,
interest, additions to tax and penalties with respect thereto, whether disputed
or not and (ii) any liability for the payment of any amount of the type
described in the immediately preceding clause (iii) as a result of being (A) a
"transferee" within the meaning of Section 6901 of the Code (or any other
applicable law) of another person, (B) a member of an affiliated or combined
group or (C) pursuant to a tax sharing, tax allocation, or tax indemnity
agreement.
"Treasury Regulation" shall mean the Income Tax Regulations promulgated by the
United States Department of Treasury under the Code, including Temporary
Regulations, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).
"Washington Act" is defined in SECTION 1.1.
A-33
IN WITNESS WHEREOF, Parent, Purchaser, and Crown have caused this
Agreement to be signed as of the date first written above by their respective
officers or representatives thereunto duly authorized.
Parent:
KINROSS GOLD CORPORATION
By: /s/ John Ivany
Name: John Ivany
Title: Exec. V.P.
Purchaser:
CROWN MERGER CORPORATION
By: /s/ Scott Caldwell
Name: Scott Caldwell
Title: Director
Crown:
CROWN RESOURCES CORPORATION
By: /s/ Christopher E. Herald
Name: Christopher E. Herald
Title: President, CEO
A-34
FIRST AMENDMENT TO
ACQUISITION AGREEMENT AND
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO ACQUISITION AGREEMENT AND AGREEMENT AND PLAN OF
MERGER (this "Amendment") is dated as of April 7, 2004, and entered into by and
among KINROSS GOLD CORPORATION, a corporation existing under the laws of the
Province of Ontario, Canada ("Parent"), CROWN MERGER CORPORATION, a Washington
corporation and a wholly-owned subsidiary of Parent ("Purchaser"), and CROWN
RESOURCES CORPORATION, a Washington corporation ("Crown," and together with
Purchaser, the "Constituent Corporations").
A. Parent, Purchaser, and Crown are parties to the Acquisition
Agreement and Agreement and Plan of Merger, dated November 20, 2003 (the
"Acquisition Agreement"), pursuant to which Purchaser will merger with and into
Crown and Crown will become a wholly-owned subsidiary of Parent. The parties
wish to amend the Acquisition Agreement as set forth herein. Defined terms
contained in this Amendment shall have the meaning ascribed to them in the
Acquisition Agreement.
B. This Amendment is entered into in conformance with Section 9.4
of the Acquisition Agreement which requires that any modification of the
Acquisition Agreement be set forth in writing and signed by all parties.
NOW, THEREFORE, in consideration of the mutual agreements contained in
this Amendment, and for other good and valuable consideration, the value,
receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. AMENDMENT TO SUBPARAGRAPH 8.1.2.1. Subparagraph 8.1.2.1 is
amended by replacing the date "June 30, 2004" that currently appears in the
Acquisition Agreement, with the date "September 30, 2004."
2. RATIFICATION OF ACQUISITION AGREEMENT. Except as specifically
provided in Section 1 hereof, the parties specifically ratify, confirm, and
adopt as binding and enforceable, all of the terms and conditions of the
Acquisition Agreement.
A-35
IN WITNESS WHEREOF, Parent, Purchaser, and Crown have caused this
Amendment to be signed as of the date first written above by their respective
officers or representatives thereunto duly authorized.
Parent:
KINROSS GOLD CORPORATION
By: /s/ John Ivany
Name: John Ivany
Title: Executive Vice President
Purchaser:
CROWN MERGER CORPORATION
By: /s/ John Ivany
Name: John Ivany
Title: Director
Crown:
CROWN RESOURCES CORPORATION
By: /s/ Christopher Herald
Name: Christopher Herald
Title: President and CEO
A-36
SECOND AMENDMENT TO
ACQUISITION AGREEMENT AND
AGREEMENT AND PLAN OF MERGER
THIS SECOND AMENDMENT TO ACQUISITION AGREEMENT AND AGREEMENT AND PLAN OF
MERGER (this "Amendment") is dated as of September 15, 2004, and entered into by
and among KINROSS GOLD CORPORATION, a corporation existing under the laws of the
Province of Ontario, Canada ("Parent"), CROWN MERGER CORPORATION, a Washington
corporation and a wholly-owned subsidiary of Parent ("Purchaser"), and CROWN
RESOURCES CORPORATION, a Washington corporation ("Crown," and together with
Purchaser, the "Constituent Corporations").
A. Parent, Purchaser, and Crown are parties to the Acquisition
Agreement and Agreement and Plan of Merger, dated November 20, 2003, as
previously amended April 7, 2004 (the "Acquisition Agreement"), pursuant to
which Purchaser will merge with and into Crown and Crown will become a
wholly-owned subsidiary of Parent. The parties wish to amend the Acquisition
Agreement as set forth herein. Defined terms contained in this Amendment shall
have the meaning ascribed to them in the Acquisition Agreement.
B. This Amendment is entered into in conformance with Section 9.4
of the Acquisition Agreement which requires that any modification of the
Acquisition Agreement be set forth in writing and signed by all parties.
NOW, THEREFORE, in consideration of the mutual agreements contained in
this Amendment, and for otheIr good and valuable consideration, the value,
receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. AMENDMENT TO SUBPARAGRAPH 8.1.2.1. Subparagraph 8.1.2.1 is
amended by replacing the date "September 30, 2004" that currently appears in the
Acquisition Agreement, with the date "December 31, 2004."
2. RATIFICATION OF ACQUISITION AGREEMENT. Except as specifically
provided in Section 1 hereof, the parties specifically ratify, confirm, and
adopt as binding and enforceable, all of the terms and conditions of the
Acquisition Agreement.
A-37
IN WITNESS WHEREOF, Parent, Purchaser, and Crown have caused this
Amendment to be signed as of the date first written above by their respective
officers or representatives thereunto duly authorized.
Parent:
KINROSS GOLD CORPORATION
By /s/ John Ivany
John Ivany, Executive Vice
President
Purchaser:
CROWN MERGER CORPORATION
By /s/ John Ivany
John Ivany, Director
Crown:
CROWN RESOURCES CORPORATION
By /s/ Christopher Herald
Christopher Herald, President
and CEO
A-38
THIRD AMENDMENT TO
ACQUISITION AGREEMENT AND
AGREEMENT AND PLAN OF MERGER
THIS THIRD AMENDMENT TO ACQUISITION AGREEMENT AND AGREEMENT AND PLAN OF
MERGER (this "Amendment") is dated as of December 30, 2004, and entered into by
and among KINROSS GOLD CORPORATION, a corporation existing under the laws of the
Province of Ontario, Canada ("Parent"), CROWN MERGER CORPORATION, a Washington
corporation and a wholly-owned subsidiary of Parent ("Purchaser"), and CROWN
RESOURCES CORPORATION, a Washington corporation ("Crown," and together with
Purchaser, the "Constituent Corporations").
A. Parent, Purchaser, and Crown are parties to the Acquisition
Agreement and Agreement and Plan of Merger, dated November 20, 2003, as
previously amended April 7, 2004 and September 15, 2004 (the "Acquisition
Agreement"), pursuant to which Purchaser will merge with and into Crown and
Crown will become a wholly-owned subsidiary of Parent. The parties wish to amend
the Acquisition Agreement as set forth herein. Defined terms contained in this
Amendment shall have the meaning ascribed to them in the Acquisition Agreement.
B. This Amendment is entered into in conformance with Section 9.4
of the Acquisition Agreement which requires that any modification of the
Acquisition Agreement be set forth in writing and signed by all parties.
C. Concurrently with this Amendment, Parent proposes to purchase
common stock of Crown as provided in a Stock Purchase Agreement substantially in
the form attached hereto as Exhibit A. Certain of the changes in this Amendment
are made in contemplation of such purchase.
D. In light of the unanticipated delay in implementation of the
Merger, the parties wish to confirm certain matters relating to the
satisfaction, to date, of certain conditions to the obligation of Parent and
Purchaser to consummate the Merger
NOW, THEREFORE, in consideration of the mutual agreements contained in
this Amendment, and for other good and valuable consideration, the value,
receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. AMENDMENT TO SECTION 1.7.1. Section 1.7.1 is amended to read, in
its entirety, as follows:
CONVERSION OF CROWN COMMON STOCK. Each share of Crown Common Stock
(other than Crown Common Stock held by Parent or Purchaser or by a
Dissenter) issued and outstanding immediately prior to the Effective
Time will be converted into the right to receive 0.2911 Kinross Common
Shares (the "Exchange Ratio"). All outstanding shares of Crown Common
Stock as of the Effective Time will automatically be cancelled and will
cease to exist. The certificates formerly representing shares of Crown
Common Stock to be converted into Kinross Common Shares as described
above (each a "Certificate" and, collectively, the "Certificates") will
thereafter represent that number of Kinross Common Shares determined by
the Exchange Ratio. Such certificates held by Dissenters shall represent
the right to pursue such rights as the Dissenter may have under the
Washington Act. Such certificates held by Parent or Purchaser shall be
cancelled and retired and shall cease to exist and no Kinross Common
Shares or other consideration shall be delivered in exchange therefor.
2. AMENDMENT TO SECTION 8.1.2.1. Section 8.1.2.1 is amended by
replacing the date "December 31, 2004" that currently appears in the Acquisition
Agreement, with the date "May 31, 2005."
3. AMENDMENT TO SECTION 7.1. The introductory paragraph of Section
7.1 is amended by deleting therefrom the language "pursuant to SECTION 7.5".
A-39
4. CONFIRMATION AND WAIVER. Pursuant to the introductory paragraph
of Section 7.3, Parent and Purchaser:
(a) waive the conditions expressed in Sections 7.3.5, 7.3.7 and
7.3.8; and
(b) waive the conditions expressed in Sections 7.3.2 and 7.3.3
insofar as such conditions apply as a consequence of an act, event or condition,
of which Parent and Purchaser are currently aware, that occurred prior to or
that exists as of the date of this Amendment.
Parent, Purchaser and Crown represent and warrant as of the date of this
Amendment that they are not aware of any condition in Section 7.3.2 or 7.3.3
that would constitute, individually or in the aggregate a Material Adverse
Effect on the business, properties or prospects of Crown.
5. CONSENT TO SALE OF STOCK. For the purpose of Section 5.1 of the
Acquisition Agreement, Parent consents to the sale of Crown Common Stock as
described in Exhibit A.
6. RATIFICATION OF ACQUISITION AGREEMENT. Except as specifically
provided in Sections 1 through 5 hereof, the parties specifically ratify,
confirm, and adopt as binding and enforceable, all of the terms and conditions
of the Acquisition Agreement.
A-40
IN WITNESS WHEREOF, Parent, Purchaser, and Crown have caused this
Amendment to be signed as of the date first written above by their respective
officers or representatives thereunto duly authorized.
Parent:
KINROSS GOLD CORPORATION
By /s/ Lars-Eric Johansson
Lars-Eric Johansson, Duly
Authorized Officer
Purchaser:
CROWN MERGER CORPORATION
By /s/ Lars-Eric Johansson
Lars-Eric Johansson, Director
Crown:
CROWN RESOURCES CORPORATION
By /s/ Christopher Herald
Christopher Herald, President
and CEO
A-41
EXHIBIT A
CROWN RESOURCES CORPORATION
STOCK PURCHASE AGREEMENT
This agreement is dated as of December 30, 2004 and is by and between
CROWN RESOURCES CORPORATION, a Washington corporation, ("Crown") and KINROSS
GOLD CORPORATION, a corporation existing under the laws of the Province of
Ontario, Canada ("Kinross"). Crown and Kinross are parties to an Acquisition
Agreement and Agreement and Plan of Merger, dated November 20, 2003, as
previously amended April 7, 2004 and September 15, 2004, (the "Merger
Agreement") pursuant to which a subsidiary of Kinross will merge with and into
Crown and Crown will become a wholly-owned subsidiary of Kinross (the "Merger").
As a result of delays in the implementation of the Merger, Crown has incurred
costs, and expects to continue to incur costs, relating to permitting of its
principal property ("Permitting Activities") that it would have incurred as a
subsidiary of Kinross had the Merger been consummated on the anticipated
schedule. It is currently anticipated that the Merger will be consummated on or
before May 31, 2005. In order to provide Crown with the funds required to
continue Permitting Activities as scheduled, Crown has agreed to sell to Kinross
and Kinross has agreed to purchase from Crown, in each case upon the terms and
subject to the conditions set forth below, newly issued shares of Crown Common
Stock.
NOW, THEREFORE, the parties agree as follows:
1. PURCHASE OF CROWN COMMON STOCK. Crown agrees to sell to Kinross
and Kinross agrees to purchase from Crown 511, 640 newly issued shares of Crown
Common Stock (the "Shares"). The purchase price for the Shares is US$1 million,
payable in cash by wire transfer against delivery of a certificate representing
the Shares. The purchase price has been calculated based on the average closing
price of the Crown Common Stock, as reported by NASDAQ, for the twenty trading
days immediately preceding the date of this Agreement. The purchase of the
Shares shall be consummated on or before January 17, 2005.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF CROWN. Crown
represents, warrants and covenants to Kinross as follows:
2.1 ORGANIZATION AND STANDING. Crown is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Washington.
2.2 AUTHORIZATION AND BINDING OBLIGATION. Crown has the necessary
corporate power and authority to enter into and perform this Agreement and to
issue and sell the Shares to Kinross. Crown's execution, delivery and
performance of this Agreement has been duly and validly authorized by all
necessary action on its part. This Agreement has been duly executed and
delivered by Crown and constitutes the legal, valid and binding obligation of
Crown, enforceable against Crown in accordance with its terms, except as
enforceability thereof may be limited by applicable bankruptcy, insolvency,
moratorium or similar laws affecting creditors' rights generally and by the
exercise of judicial discretion in accordance with equitable principles.
2.3 ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTs. The
execution, delivery and performance of this Agreement by Crown will not violate
any pre-emptive or other contractual or statutory right of any other person
enforceable against Crown and no consent of any person is required as a
condition of Crown's performance under this Agreement.
2.4 BROKERAGE. Crown has not entered into any agreements for
brokerage commissions, finders' fees or similar compensation in connection with
the sale of the Shares.
2.5 USE OF PROCEEDS. Crown intends to use the proceeds from the
issuance of Shares under this Agreement ("Proceeds") to pay governmental fees,
consultant fees and other third party costs incurred with respect to Permitting
Activities. Crown will not: (a) pay any Proceeds, directly or indirectly, to any
shareholder or warrant holder of Crown; or (b) apply the Proceeds to pay any
indebtedness of Crown with respect to which any Crown shareholder or warrant
holder is liable or a guarantor.
A-42
2.6 ACCOUNTING FOR USE OF PROCEEDS. Crown will maintain records
adequate to demonstrate that the Proceeds and assets of the Account were used in
the manner permitted by Section 2.5, and will provide copies of such records to
Kinross at Kinross' request.
3. REPRESENTATIONS AND WARRANTIES OF KINROSS. Kinross represents
and warrants to Crown as follows:
3.1 ORGANIZATION AND STANDING. Kinross is a corporation duly
organized, validly existing and in good standing under the laws of the Province
of Ontario, Canada.
3.2 AUTHORIZATION AND BINDING OBLIGATION. Kinross has the necessary
corporate power and authority to enter into and perform this Agreement and to
purchase the Shares from Crown. Kinross' execution, delivery and performance of
this Agreement has been duly and validly authorized by all necessary action on
its part. This Agreement has been duly executed and delivered by Kinross and
constitutes the legal, valid and binding obligation of Kinross, enforceable
against Kinross in accordance with its terms, except as enforceability thereof
may be limited by applicable bankruptcy, insolvency, moratorium or similar laws
affecting creditors' rights generally and by the exercise of judicial discretion
in accordance with equitable principles.
3.3 ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS. The
execution, delivery and performance of this Agreement by Kinross will not
violate any pre-emptive or other contractual or statutory right of any other
person enforceable against Kinross and no consent of any person is required as a
condition of Kinross' performance under this Agreement.
3.4 BROKERAGE. Kinross has not entered into any agreements for
brokerage commissions, finders' fees or similar compensation in connection with
the sale of the Shares.
3.5 PURCHASE FOR OWN ACCOUNT. Kinross is purchasing the Shares for
investment for its own account and not with a view to distribution or resale.
3.6 KNOWLEDGE AND EXPERIENCE. Kinross has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of an investment in the Shares and is able to bear the
economic risks of an investment in the Shares for an indefinite period of time.
3.7 RECEIPT OF INFORMATION. Kinross has met with officers of Crown,
has had an opportunity to ask questions and receive answers concerning Crown and
the terms and conditions of an investment in Crown, and has received all
information that it believes is necessary or desirable in connection with an
investment in the Shares.
3.8 ACKNOWLEDGEMENT OF RESTRICTION. Kinross understands that the
Shares will be "restricted stock" under applicable United States securities
laws, that, as such, the Shares may not be resold in any transaction to which
United States securities laws apply except pursuant to registration or an
applicable exemption therefrom, and that a legend to that affect will be placed
on the certificate representing the Shares.
3.9 NO INCONSISTENT REPRESENTATIONS OR WARRANTIES. Kinross
acknowledges that no representative of Crown has, in contemplation of Kinross'
purchase of the Shares, made any representations or warranties with respect to
the value or performance of Crown or that are inconsistent with the statements
in this Agreement.
4. GOVERNING LAW. This Agreement is governed by and to be construed
in accordance with the laws of Washington, without regard to conflict of law
principles.
A-43
5. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which shall
constitute one instrument.
6. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement, constitutes the
entire understanding of the parties hereto with respect to the issuance and sale
of the Shares and no amendment, modification or alteration will be binding
unless the same is in writing signed by the party against whom any such
amendment, modification or alteration is sought to be enforced.
IN WITNESS WHEREOF, the parties have executed this Subscription
Agreement.
KINROSS GOLD CORPORATION CROWN RESOURCES CORPORATION
By: /s/ Lars-Eric Johansson By: /s/ Christopher Herald
Lars-Eric Johansson, Executive Christopher Herald, President
Vice President and CEO
A-44
FOURTH AMENDMENT TO
ACQUISITION AGREEMENT AND
AGREEMENT AND PLAN OF MERGER
THIS FOURTH AMENDMENT TO ACQUISITION AGREEMENT AND AGREEMENT AND PLAN OF
MERGER (this "Amendment") is dated as of May 31, 2005, and entered into by and
among KINROSS GOLD CORPORATION, a corporation existing under the laws of the
Province of Ontario, Canada ("Parent"), CROWN MERGER CORPORATION, a Washington
corporation and a wholly owned subsidiary of Parent ("Purchaser"), and CROWN
RESOURCES CORPORATION, a Washington corporation ("Crown," and together with
Purchaser, the "Constituent Corporations").
A. Parent, Purchaser, and Crown are parties to the Acquisition
Agreement and Agreement and Plan of Merger, dated November 20, 2003, as
previously amended April 7, 2004, September 15, 2004, and December 30, 2004 (the
"Acquisition Agreement"), pursuant to which Purchaser will merge with and into
Crown and Crown will become a wholly owned subsidiary of Parent. The parties
wish to amend the Acquisition Agreement as set forth herein. Defined terms
contained in this Amendment shall have the meaning ascribed to them in the
Acquisition Agreement.
B. This Amendment is entered into in conformance with Section 9.4
of the Acquisition Agreement which requires that any modification of the
Acquisition Agreement be set forth in writing and signed by all parties.
C. On or before June 20, 2005, Parent proposes to cause an
affiliate to purchase from Crown a Convertible Debenture, in the principal
amount of U.S. $10 million, convertible into shares of Crown's common stock,
substantially in the form attached hereto as Exhibit A. Certain of the changes
in this Amendment are made in contemplation of such purchase.
NOW, THEREFORE, in consideration of the mutual agreements contained in
this Amendment, and for other good and valuable consideration, the value,
receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. AMENDMENT TO SECTION 1.7.1. Section 1.7.1 is amended to read, in
its entirety, as follows:
CONVERSION OF CROWN COMMON STOCK. Each share of Crown Common Stock
(other than Crown Common Stock held by Parent or Purchaser or by a
Dissenter) issued and outstanding immediately prior to the Effective
Time will be converted into the right to receive 0.34 Kinross Common
Shares (the "Exchange Ratio"). Notwithstanding the foregoing, in the
event that the value for the total number of Kinross Common Shares to be
issued in exchange for, or on exercise or conversion of, all Crown
Common Stock, Warrants, or other instruments or securities convertible
into shares of Crown Common Stock outstanding as of the Closing Date
(including Kinross Common Shares that would be issued to Dissenters if
they had not asserted their right to dissent, but excluding Kinross
Common Shares that would be issued for any Crown Common Stock held by
Parent or Purchaser) shall be less than $77.5 million or more than $110
million, the Exchange Ratio shall be adjusted. In the event that the
total value is less than $77.5 million, the Exchange Ratio shall be
increased so that the value of the total number of Kinross Common Shares
issuable shall be equal to $77.5 million. In the event that the total
value is greater than $110 million, the Exchange Ratio shall be
decreased so that the value of the total number of Kinross Shares
issuable shall be equal to $110 million. For purposes of the foregoing
calculations, the value of the Kinross Common Shares issuable shall be
determined based on the weighted average closing price of the Kinross
Common Shares as reported by the New York Stock Exchange (or such other
principal United States trading market as the Kinross Common Shares may
then be traded on) for the 20 trading day period ended on the day prior
to the Closing Date. All outstanding shares of Crown Common Stock as of
the Effective Time will automatically be cancelled and will cease to
exist. The certificates formerly representing shares of Crown Common
Stock to be converted into Kinross Common Shares as described above
(each a "Certificate" and, collectively, the "Certificates") will
thereafter represent that number of Kinross Common Shares determined by
the Exchange Ratio. Such certificates held by Dissenters shall represent
the right to pursue such rights as the Dissenter may have under the
Washington Act. Such certificates held by Parent or Purchaser shall be
A-45
cancelled and retired and shall cease to exist and no Kinross Common
Shares or other consideration shall be delivered in exchange therefor.
2. AMENDMENT TO SECTION 8.1.2.1. Section 8.1.2.1 is amended to
read, in its entirety, as follows:
The consummation of the Merger has not occurred by (i) March 31, 2006,
so long as Kinross has filed audited financial statements for the year
ended December 31, 2004 with the Securities and Exchange Commission by
December 31, 2005, or (ii) December 31, 2005, if such financial
statements have not been filed; provided, in each case, that the party
seeking to terminate this Agreement pursuant to this clause has not
breached in any Material respect its obligations under this Agreement in
any manner that has contributed to the failure of the consummation of
the Merger on or before such date;
3. CONSENT TO SALE OF CONVERTIBLE DEBENTURE. For the purpose of
Section 5.1 of the Acquisition Agreement, Parent consents to the sale of the
Convertible Debenture, and the issuance of Crown Common Stock upon conversion
thereof, as described in Exhibit A.
4. CONSENT TO PAYMENT OF DIVIDEND. For the purposes of Section 5.1
of the Acquisition Agreement, Parent consents to allow the Crown Board, in its
sole discretion, to declare and authorize the payment by Crown of a dividend
(the "Contemplated Dividend") to the holders of Crown Common Stock, in an amount
not to exceed $0.21 per outstanding share of Crown Common Stock, as of the
record date for such dividend, to be paid on or before September 30, 2005.
5. TAX CONSEQUENCES. Parent and Crown acknowledge that if Crown
declares and pays the Contemplated Dividend, the provisions of the Acquisition
Agreement tax treatment of the Merger, including, without limitation, Sections
6.8, 6.11, and 7.2.4 of the Acquisition Agreement, will not apply. Accordingly,
Sections 6.8, 6.11, and 7.2.4 and any other provisions of the Acquisition
Agreement apply to the originally contemplated tax treatment, shall be of no
further force or effect in the event that the Contemplated Dividend is paid.
6. PAYMENT OF THIRD-PARTY PERMITTING COSTS. If the Contemplated
Dividend is paid, Parent agrees to pay for all third-party permitting costs
pertaining to the permitting of the Buckhorn Mountain project, including
invoices for past permitting costs, received by Crown after June 1, 2005.
7. TOLL MILLING AGREEMENT. The parties confirm that, in the event
that the merger (as contemplated in the Acquisition Agreement) has not closed
prior to March 31, 2006, or such later date as may be mutually agreed to by the
parties, the Toll Milling Agreement between Crown and Echo Bay Minerals Company,
a wholly-owned subsidiary of Parent, dated November 11, 2003, shall not
terminate solely as a result of the merger not being consummated (although,
depending on the circumstances, the parties may have the right to terminate the
agreement, all as otherwise provided in the Toll Milling Agreement) and that the
Toll Milling Agreement will remain in full force and effect, subject to the
terms thereof.
8. DIRECTORS' FEES AND EXECUTIVE OFFICER COMPENSATION. Parent
acknowledges and consents to the matters set forth in the Crown Board Consent
Resolution dated May 3, 2005, that has previously been provided to Parent
pertaining to 2005 Crown Board fees and Executive Officer compensation.
9. RATIFICATION OF ACQUISITION AGREEMENT. Except as specifically
provided in Sections 1 through 8 hereof, the parties specifically ratify,
confirm, and adopt as binding and enforceable, all of the terms and conditions
of the Acquisition Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
A-46
IN WITNESS WHEREOF, Parent, Purchaser, and Crown have caused this
Amendment to be signed as of the date first written above by their respective
officers or representatives thereunto duly authorized.
Parent:
KINROSS GOLD CORPORATION
By /s/ John Ivany
John Ivany, Duly Authorized
Officer
Purchaser:
CROWN MERGER CORPORATION
By /s/ John Ivany
John Ivany, Director
Crown:
CROWN RESOURCES CORPORATION
By /s/ Christopher Herald
Christopher Herald, President
and CEO
A-47
EXHIBIT A
CROWN RESOURCES CORPORATION
CONVERTIBLE DEBENTURE
U.S. $10,000,000 Dated: June 20, 2005
The undersigned, CROWN RESOURCES CORPORATION, a Washington corporation
("Borrower"), promises to pay to KINROSS GOLD CORPORATION, a corporation
existing under the laws of the Province of Ontario (hereinafter, together with
any subsequent holder of this Debenture, referred to as "Lender"), at 52nd Floor
Scotia Plaza, 40 King Street West, Toronto, Ontario Canada M5H 3Y2, or at such
other place as Lender may designate, in lawful money of the United States, the
principal sum of TEN MILLION DOLLARS AND NO/100 ($10,000,000), together with
interest from the date hereof on the unpaid principal represented by this
Debenture, payable as hereinafter provided.
1. Borrower shall pay to Lender the principal amount of this
Debenture five (5) years from the date hereof (the "Repayment Date"). On the
Repayment Date, the entire then-remaining unpaid principal balance, plus any
accrued and unpaid interest and all other fees and amounts required by this
Debenture, shall be due and payable in full.
2. The outstanding principal balance of this Debenture shall bear
interest for each day from the date hereof, including the date such principal
and interest accrued thereon is repaid in full, or converted as provided in
Section 3 below, at a rate per annum equal to four percent (4%). Interest shall
accrue based upon a year of 360 days. Interest shall be payable on the unpaid
principal balance of this Debenture yearly on the anniversary dates of the date
hereof, beginning one year from the date hereof, and continuing on each
successive anniversary date of the date hereof until the Repayment Date.
Notwithstanding the foregoing, however, Borrower may defer the required interest
payments hereunder due on the first and second anniversaries of the date hereof,
and in such case, all accrued and unpaid interest due for the first three years
under this Debenture shall be due and payable on the date that is three years
from the date hereof.
3. The outstanding principal balance hereof, plus any accrued and
unpaid interest thereon (the "Conversion Value"), or any portion thereof, shall
be convertible into shares of common stock of Borrower (the "Common Stock"), on
the basis of one share of Common Stock per each 1.72414 dollars ($1.72414) of
the Conversion Value, at any time subsequent to September 30, 2005, at the sole
option of the Lender. Notwithstanding the foregoing, the outstanding principal
balance hereof, plus any accrued and unpaid interest thereon shall be
automatically converted into the Common Stock as of the day immediately prior to
the closing of the transactions contemplated by that certain Acquisition
Agreement and Agreement and Plan of Merger, dated as of November 20, 2003, as
amended, entered into by, among others, the Lender and the Borrower (the "Merger
Agreement"). In the event the Merger Agreement is terminated other than on the
default of Borrower, and provided Borrower is not in default hereunder, Borrower
shall have the right to cause the conversion of this Debenture to common stock
of Borrower on the terms set forth above by delivering 30 days prior written
notice to Lender.
4. The number and character of Borrower's common shares issuable
upon conversion of this Debenture shall be adjusted upon the occurrence of any
of the following events: (i) in the event that Borrower shall fix a record date
for the determination of holders of securities affected by any stock split,
stock dividend, stock consolidation, reclassification, recapitalization or other
similar event that will affect the number of outstanding shares of Borrower's
capital stock without additional amounts being paid to Borrower, then, and in
each such case, Lender, upon conversion of this Debenture at any time after such
record date for such event, shall receive that number of shares of Borrower's
common stock (or other securities into which the common stock may have been
converted) to which Lender would have been entitled if it had converted this
Debenture immediately prior to such record date; and (ii) in the event that
Borrower, after the date hereof, shall reorganize, consolidate with, or merge
into another entity or convey all or substantially all of its assets to another
entity, then Lender, upon the conversion of this Debenture at any time after the
consummation of such transaction, shall be entitled to receive, in lieu of the
securities and property receivable upon the conversion of this Debenture prior
to such consummation, the stock or
A-48
other securities or property to which Lender would have been entitled to receive
upon the consummation of such transaction if it had converted this Debenture
immediately prior thereto, and the successor or purchasing corporation in such
transaction shall duly execute and deliver to Lender an acknowledgement of its
obligations hereunder.
5. Each payment under this Debenture shall be applied first to the
payment of Lender's costs, fees and expenses as provided herein, second, to
accrued but unpaid interest due under this Debenture, and third, to the
reduction of unpaid principal owing under this Debenture.
6. Lender is purchasing the Debenture for its own account and not
with a view to distribution or resale. Until the termination or consummation of
the Merger Agreement, Lender agrees not to transfer this Debenture or the shares
of common stock issuable on conversion of the Debenture to any person other than
an entity controlled by, controlling or under common control with Lender.
7. If one or more of the following events (each an "Event of
Default") shall have occurred and be continuing:
(a) Borrower shall fail to pay any principal of this
Debenture when due, or interest thereon or any fees or any other amounts
payable hereunder within 10 days after the due date thereof;
(b) Borrower shall fail to pay its debts generally as they
become due, or shall file a petition, proceeding, case or action for
relief under any bankruptcy, reorganization, insolvency or moratorium
law, rule, regulation, statute or ordinance (each a "Law"), or any other
Law for the relief of, or related to, debtors; or
(c) Any involuntary petition is filed under any bankruptcy
or similar Law against Borrower, or a receiver, trustee, liquidator,
assignee, custodian, sequestrator or other similar official is appointed
to take possession of any of the assets or properties of Borrower;
then, and in every such event, without notice to Borrower or any other act by
Lender, the entire unpaid principal balance hereunder, together with all accrued
but unpaid interest and all fees and charges required by this Debenture, shall,
at the option of Lender, at once become due and payable without presentment,
demand, protest or notice of any kind, all of which are hereby waived by
Borrower (time being the essence hereof). The failure of Lender to exercise any
right or remedy upon the occurrence or continuance of an Event of Default shall
not constitute or be construed to constitute a waiver of any right or remedy of
Lender.
8. Notwithstanding any other provision contained in this Debenture
or in any agreement, document or instrument related to the transaction of which
this Debenture is a part: (a) the rates of interest and charges and the payments
provided for herein and therein shall in no event exceed the rates and charges
and the payments which would result in interest being charged at a rate equaling
the maximum allowed by law; and (b) if, for any reason whatsoever, Lender ever
receives as interest (or as a charge in the nature of interest) in connection
with the transaction of which this Debenture is a part an amount which would
result in interest being charged at a rate exceeding the maximum allowed by law,
such amount or portion thereof as would otherwise be excessive interest shall
automatically be applied toward reduction of the unpaid principal balance then
outstanding hereunder. Any such amount shall not be applied toward payment of
interest (or toward payment of a charge in the nature of interest).
9. In the event that (a) any payment under this Debenture is not
made at the time and in the manner required hereunder, (b) Lender incurs any
costs of collection or other costs reasonably necessary for the protection of
the interest of Lender with respect to this Debenture, or (c) Lender exercises
its right to accelerate the maturity of the obligations hereunder, Borrower
agrees to pay any and all costs and expenses (regardless of the particular
nature thereof and whether incurred before or after the initiation of suit or
before or after judgment) which may be incurred by Lender in connection with the
enforcement of any of its rights under this Debenture, including court costs and
attorneys' fees.
A-49
10. The undersigned hereby waives presentment for payment and notice
or dishonor of this Debenture.
11. Subject to the restrictions of Section 6 hereof, Lender may
assign this Debenture and/or any interest therein without the approval, consent
or permission of Borrower.
12. Except as expressly set forth to the contrary in this Debenture,
all notices, requests, or consents provided for or permitted to be given under
this Debenture must be in writing and shall be deemed delivered: (i) upon
delivery if delivered in person or by telecopy with confirmation of receipt;
(ii) three business days after deposit in the United States or Canadian mail,
addressed to the recipient, postage prepaid, and registered or certified with
return receipt requested; or (iii) one business day after deposit with a
national overnight courier. Such notices, demands, and other communications
shall be sent to each party at the address or telecopy number indicated below:
If to Lender:
Kinross Gold Corporation
52nd Floor Scotia Plaza
40 King Street West
Toronto, Ontario Canada M5H 3Y2
Telephone: (416) 365-5123
Facsimile: (416) 363-6622
with a copy to:
Keith L. Pope
Parr Waddoups Brown Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, Utah 84111-1537
Telephone: (801) 531-7840
Facsimile: (801) 532-7750
If to Borrower:
Crown Resources Corporation
4251 Kipling Street, Suite 390
Wheat Ridge, Colorado 80033
Telephone: (303) 534-1030
Facsimile: (303) 534-1809
with a copy to:
John J. Halle
Stoel Rives LLP
900 S.W. Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
Telephone: (503) 224-3380
Facsimile: (503) 220-2480
or to such other address or telecopy number of such other person as the
recipient party has specified by prior written notice to the sending party.
A-50
13. Except for matters governed by federal law, all other issues and
questions concerning the construction, validity, enforcement and interpretation
of this Debenture and the exhibits and schedules hereto shall be governed by,
and construed in accordance with, the laws of the State of Washington, without
giving effect to any choice of law or conflict of law rules or provisions
(whether of the State of Washington or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
Washington.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
A-51
IN WITNESS WHEREOF, Borrower has caused this Debenture to be signed in
its name as of the date first above written.
"BORROWER"
CROWN RESOURCES CORPORATION
a Washington corporation
By: /s/ Christopher E. Herald
Name: Christopher E. Herald
Its: President & CEO
A-52
FIFTH AMENDMENT TO
ACQUISITION AGREEMENT AND
AGREEMENT AND PLAN OF MERGER
THIS FIFTH AMENDMENT TO ACQUISITION AGREEMENT AND AGREEMENT AND PLAN OF
MERGER (this "Amendment") is dated as of February 24, 2006, and entered into by
and among KINROSS GOLD CORPORATION, a corporation existing under the laws of the
Province of Ontario, Canada ("Parent"), CROWN MERGER CORPORATION, a Washington
corporation and a wholly owned subsidiary of Parent ("Purchaser"), and CROWN
RESOURCES CORPORATION, a Washington corporation ("Crown," and together with
Purchaser, the "Constituent Corporations").
A. Parent, Purchaser, and Crown are parties to the Acquisition
Agreement and Agreement and Plan of Merger, dated November 20, 2003, as
previously amended April 7, 2004, September 15, 2004, December 30, 2004, and May
31, 2005 (the "Acquisition Agreement"), pursuant to which Purchaser will merge
with and into Crown and Crown will become a wholly owned subsidiary of Parent.
The parties wish to amend the Acquisition Agreement as set forth herein. Defined
terms contained in this Amendment shall have the meaning ascribed to them in the
Acquisition Agreement.
B. This Amendment is entered into in conformance with Section 9.4
of the Acquisition Agreement which requires that any modification of the
Acquisition Agreement be set forth in writing and signed by all parties.
NOW, THEREFORE, in consideration of the mutual agreements contained in
this Amendment, and for other good and valuable consideration, the value,
receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. AMENDMENT TO SECTION 1.7.1. Section 1.7.1 is amended to read, in
its entirety, as follows:
CONVERSION OF CROWN COMMON STOCK. Each share of Crown Common Stock
(other than Crown Common Stock held by Parent or Purchaser or by a
Dissenter) issued and outstanding immediately prior to the Effective
Time will be converted into the right to receive 0.32 Kinross Common
Shares (the "Exchange Ratio"). All outstanding shares of Crown Common
Stock as of the Effective Time will automatically be cancelled and will
cease to exist. The certificates formerly representing shares of Crown
Common Stock to be converted into Kinross Common Shares as described
above (each a "Certificate" and, collectively, the "Certificates") will
thereafter represent that number of Kinross Common Shares determined by
the Exchange Ratio. Such certificates held by Dissenters shall represent
the right to pursue such rights as the Dissenter may have under the
Washington Act. Such certificates held by Parent or Purchaser shall be
cancelled and retired and shall cease to exist and no Kinross Common
Shares or other consideration shall be delivered in exchange therefor.
2. AMENDMENT TO THE BACKGROUND SECTION AND TO SECTION 1.8.
The amount 0.2911 is changed to 0.32 in the first paragraph under
Background and in Section 1.8 of the Agreement
3. AMENDMENT TO SECTION 8.1.2.1. Section 8.1.2.1 is amended to
read, in its entirety, as follows:
The consummation of the Merger has not occurred by December 31, 2006,
provided that the party seeking to terminate this Agreement pursuant to
this clause has not breached in any Material respect its obligations
under this Agreement in any manner that has contributed to the failure
of the consummation of the Merger on or before such date;
4. ROYALTY OBLIGATION. Crown has a royalty obligation payable to
Newmont Mining Corporation ("Newmont") with respect to the Buckhorn Mountain
Project that can be satisfied in full by the payment of $2 million (the "Buy Out
Amount") to Newmont at any time prior to July 23, 2006. In the event that the
transaction contemplated by this Acquisition Agreement is not closed prior to
July 1, 2006, Crown agrees to pay the Buy Out
A-53
Amount to Newmont if it determines that it is appropriate to do so, or if it is
requested by Kinross to do so. In either such event, Kinross will, at the
request of Crown, loan up to $2 million to Crown in order to permit it to pay
the Buy Out Amount to Newmont prior to July 23, 2006. Any such loan would bear
interest at the prime rate published for major U.S. financial institutions in
the WALL STREET JOURNAL on the day preceding the loan, plus 3%. Interest would
be paid quarterly in arrears and the principal, plus any other unpaid amounts,
would be due 3 years subsequent to the date of the loan.
5. RATIFICATION OF ACQUISITION AGREEMENT. Except as specifically
provided in Sections 1 through 4 hereof, the parties specifically ratify,
confirm, and adopt as binding and enforceable, all of the terms and conditions
of the Acquisition Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
A-54
IN WITNESS WHEREOF, Parent, Purchaser, and Crown have caused this
Amendment to be signed as of the date first written above by their respective
officers or representatives thereunto duly authorized.
Parent:
KINROSS GOLD CORPORATION
By /s/ Hugh A. Agro
Hugh A. Agro, Sr. Vice-President
Purchaser:
CROWN MERGER CORPORATION
By /s/ Lars-Eric Johansson
Lars-Eric Johansson, Authorized
Officer
Crown:
CROWN RESOURCES CORPORATION
By /s/ Christopher Herald
Christopher Herald, President and
CEO
A-55
APPENDIX B
CHAPTER 13 OF THE WASHINGTON BUSINESS CORPORATION ACT
DISSENTERS' RIGHTS
RCW 23B.13.010 DEFINITIONS.
As used in this chapter:
(1) "Corporation" means the issuer of the shares held by a dissenter
before the corporate action, or the surviving or acquiring corporation by merger
or share exchange of that issuer.
(2) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under RCW 23B.13.020 and who exercises that right when and in
the manner required by RCW 23B.13.200 through 23B.13.280.
(3) "Fair value," with respect to a dissenter's shares, means the
value of the shares immediately before the effective date of the corporate
action to which the dissenter objects, excluding any appreciation or
depreciation in anticipation of the corporate action unless exclusion would be
inequitable.
(4) "Interest" means interest from the effective date of the
corporate action until the date of payment, at the average rate currently paid
by the corporation on its principal bank loans or, if none, at a rate that is
fair and equitable under all the circumstances.
(5) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of shares to
the extent of the rights granted by a nominee certificate on file with a
corporation.
(6) "Beneficial shareholder" means the person who is a beneficial
owner of shares held in a voting trust or by a nominee as the record
shareholder.
(7) "Shareholder" means the record shareholder or the beneficial
shareholder.
23B.13.020. RIGHT TO DISSENT
(1) A shareholder is entitled to dissent from, and obtain payment of
the fair value of the shareholder's shares in the event of, any of the following
corporate actions:
(a) Consummation of a plan of merger to which the
corporation is a party (i) if shareholder approval is required for the
merger by RCW 23B.11.030, 23B.11.080, or the articles of incorporation,
and the shareholder is entitled to vote on the merger, or (ii) if the
corporation is a subsidiary that is merged with its parent under RCW
23B.11.040;
(b) Consummation of a plan of share exchange to which the
corporation is a party as the corporation whose shares will be acquired,
if the shareholder is entitled to vote on the plan;
(c) Consummation of a sale or exchange of all, or
substantially all, of the property of the corporation other than in the
usual and regular course of business, if the shareholder is entitled to
vote on the sale or exchange, including a sale in dissolution, but not
including a sale pursuant to court order or a sale for cash pursuant to
a plan by which all or substantially all of the net proceeds of the sale
will be distributed to the shareholders within one year after the date
of sale;
(d) An amendment of the articles of incorporation, whether
or not the shareholder was entitled to vote on the amendment, if the
amendment effects a redemption or cancellation of all of the
shareholder's shares in exchange for cash or other consideration other
than shares of the corporation; or
(e) Any corporate action taken pursuant to a shareholder
vote to the extent the articles of
B-1
incorporation, bylaws, or a resolution of the board of directors
provides that voting or nonvoting shareholders are entitled to dissent
and obtain payment for their shares.
(2) A shareholder entitled to dissent and obtain payment for the
shareholder's shares under this chapter may not challenge the corporate action
creating the shareholder's entitlement unless the action fails to comply with
the procedural requirements imposed by this title, RCW 25.10.900 through
25.10.955, the articles of incorporation, or the bylaws, or is fraudulent with
respect to the shareholder or the corporation.
(3) The right of a dissenting shareholder to obtain payment of the
fair value of the shareholder's shares shall terminate upon the occurrence of
any one of the following events:
(a) The proposed corporate action is abandoned or rescinded;
(b) A court having jurisdiction permanently enjoins or sets
aside the corporate action; or
(c) The shareholder's demand for payment is withdrawn with
the written consent of the corporation.
RCW 23B.13.030 DISSENT BY NOMINEES AND BENEFICIAL OWNERS.
(1) A record shareholder may assert dissenters' rights as to fewer
than all the shares registered in the shareholder's name only if the shareholder
dissents with respect to all shares beneficially owned by any one person and
delivers to the corporation a notice of the name and address of each person on
whose behalf the shareholder asserts dissenters' rights. The rights of a partial
dissenter under this subsection are determined as if the shares as to which the
dissenter dissents and the dissenter's other shares were registered in the names
of different shareholders.
(2) A beneficial shareholder may assert dissenters' rights as to
shares held on the beneficial shareholder's behalf only if:
(a) The beneficial shareholder submits to the corporation
the record shareholder's written consent to the dissent not later than
the time the beneficial shareholder asserts dissenters' rights, which
consent shall be set forth either (i) in a record or (ii) if the
corporation has designated an address, location, or system to which the
consent may be electronically transmitted and the consent is
electronically transmitted to the designated address, location, or
system, in an electronically transmitted record; and
(b) The beneficial shareholder does so with respect to all
shares of which such shareholder is the beneficial shareholder or over
which such shareholder has power to direct the vote.
RCW 23B.13.200 NOTICE OF DISSENTERS' RIGHTS.
(1) If proposed corporate action creating dissenters' rights under
RCW 23B.13.020 is submitted to a vote at a shareholders' meeting, the meeting
notice must state that shareholders are or may be entitled to assert dissenters'
rights under this chapter and be accompanied by a copy of this chapter.
(2) If corporate action creating dissenters' rights under RCW
23B.13.020 is taken without a vote of shareholders, the corporation, within ten
days after the effective date of such corporate action, shall deliver a notice
to all shareholders entitled to assert dissenters' rights that the action was
taken and send them the notice described in RCW 23B.13.220.
RCW 23B.13.210 NOTICE OF INTENT TO DEMAND PAYMENT.
(1) If proposed corporate action creating dissenters' rights under
RCW 23B.13.020 is submitted to a vote at a shareholders' meeting, a shareholder
who wishes to assert dissenters' rights must (a) deliver to the corporation
before the vote is taken notice of the shareholder's intent to demand payment
for the shareholder's shares if the proposed action is effected, and (b) not
vote such shares in favor of the proposed action.
B-2
(2) A shareholder who does not satisfy the requirements of
subsection (1) of this section is not entitled to payment for the shareholder's
shares under this chapter.
RCW 23B.13.220 DISSENTERS' RIGHTS--NOTICE.
(1) If proposed corporate action creating dissenters' rights under
RCW 23B.13.020 is authorized at a shareholders' meeting, the corporation shall
deliver a notice to all shareholders who satisfied the requirements of RCW
23B.13.210.
(2) The notice must be sent within ten days after the effective date
of the corporate action, and must:
(a) State where the payment demand must be sent and where
and when certificates for certificated shares must be deposited;
(b) Inform holders of uncertificated shares to what extent
transfer of the shares will be restricted after the payment demand is
received;
(c) Supply a form for demanding payment that includes the
date of the first announcement to news media or to shareholders of the
terms of the proposed corporate action and requires that the person
asserting dissenters' rights certify whether or not the person acquired
beneficial ownership of the shares before that date;
(d) Set a date by which the corporation must receive the
payment demand, which date may not be fewer than thirty nor more than
sixty days after the date the notice in subsection (1) of this section
is delivered; and
(e) Be accompanied by a copy of this chapter.
RCW 23B.13.230 DUTY TO DEMAND PAYMENT.
(1) A shareholder sent a notice described in RCW 23B.13.220 must
demand payment, certify whether the shareholder acquired beneficial ownership of
the shares before the date required to be set forth in the notice pursuant to
RCW 23B.13.220(2)(c), and deposit the shareholder's certificates, all in
accordance with the terms of the notice.
(2) The shareholder who demands payment and deposits the
shareholder's share certificates under subsection (1) of this section retains
all other rights of a shareholder until the proposed corporate action is
effected.
(3) A shareholder who does not demand payment or deposit the
shareholder's share certificates where required, each by the date set in the
notice, is not entitled to payment for the shareholder's shares under this
chapter.
RCW 23B.13.240 SHARE RESTRICTIONS.
(1) The corporation may restrict the transfer of uncertificated
shares from the date the demand for their payment is received until the proposed
corporate action is effected or the restriction is released under RCW
23B.13.260.
(2) The person for whom dissenters' rights are asserted as to
uncertificated shares retains all other rights of a shareholder until the
effective date of the proposed corporate action.
RCW 23B.13.250 PAYMENT.
(1) Except as provided in RCW 23B.13.270, within thirty days of the
later of the effective date of the proposed corporate action, or the date the
payment demand is received, the corporation shall pay each dissenter who
complied with RCW 23B.13.230 the amount the corporation estimates to be the fair
value of the shareholder's shares, plus accrued interest.
B-3
(2) The payment must be accompanied by:
(a) The corporation's balance sheet as of the end of a
fiscal year ending not more than sixteen months before the date of
payment, an income statement for that year, a statement of changes in
shareholders' equity for that year, and the latest available interim
financial statements, if any;
(b) An explanation of how the corporation estimated the fair
value of the shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's right to demand payment
under RCW 23B.13.280; and
(e) A copy of this chapter.
RCW 23B.13.260 FAILURE TO TAKE ACTION.
(1) If the corporation does not effect the proposed action within
sixty days after the date set for demanding payment and depositing share
certificates, the corporation shall return the deposited certificates and
release any transfer restrictions imposed on uncertificated shares.
(2) If after returning deposited certificates and releasing transfer
restrictions, the corporation wishes to undertake the proposed action, it must
send a new dissenters' notice under RCW 23B.13.220 and repeat the payment demand
procedure.
RCW 23B.13.270 AFTER-ACQUIRED SHARES.
(1) A corporation may elect to withhold payment required by RCW
23B.13.250 from a dissenter unless the dissenter was the beneficial owner of the
shares before the date set forth in the dissenters' notice as the date of the
first announcement to news media or to shareholders of the terms of the proposed
corporate action.
(2) To the extent the corporation elects to withhold payment under
subsection (1) of this section, after taking the proposed corporate action, it
shall estimate the fair value of the shares, plus accrued interest, and shall
pay this amount to each dissenter who agrees to accept it in full satisfaction
of the dissenter's demand. The corporation shall send with its offer an
explanation of how it estimated the fair value of the shares, an explanation of
how the interest was calculated, and a statement of the dissenter's right to
demand payment under RCW 23B.13.280.
RCW 23B.13.280 PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR OFFER.
(1) A dissenter may deliver a notice to the corporation informing
the corporation of the dissenter's own estimate of the fair value of the
dissenter's shares and amount of interest due, and demand payment of the
dissenter's estimate, less any payment under RCW 23B.13.250, or reject the
corporation's offer under RCW 23B.13.270 and demand payment of the dissenter's
estimate of the fair value of the dissenter's shares and interest due, if:
(a) The dissenter believes that the amount paid under RCW
23B.13.250 or offered under RCW 23B.13.270 is less than the fair value
of the dissenter's shares or that the interest due is incorrectly
calculated;
(b) The corporation fails to make payment under RCW
23B.13.250 within sixty days after the date set for demanding payment;
or
(c) The corporation does not effect the proposed action and
does not return the deposited certificates or release the transfer
restrictions imposed on uncertificated shares within sixty days after
the date set for demanding payment.
B-4
(2) A dissenter waives the right to demand payment under this
section unless the dissenter notifies the corporation of the dissenter's demand
in writing under subsection (1) of this section within thirty days after the
corporation made or offered payment for the dissenter's shares.
RCW 23B.13.300 COURT ACTION.
(1) If a demand for payment under RCW 23B.13.280 remains unsettled,
the corporation shall commence a proceeding within sixty days after receiving
the payment demand and petition the court to determine the fair value of the
shares and accrued interest. If the corporation does not commence the proceeding
within the sixty-day period, it shall pay each dissenter whose demand remains
unsettled the amount demanded.
(2) The corporation shall commence the proceeding in the superior
court of the county where a corporation's principal office, or, if none in this
state, its registered office, is located. If the corporation is a foreign
corporation without a registered office in this state, it shall commence the
proceeding in the county in this state where the registered office of the
domestic corporation merged with or whose shares were acquired by the foreign
corporation was located.
(3) The corporation shall make all dissenters, whether or not
residents of this state, whose demands remain unsettled, parties to the
proceeding as in an action against their shares and all parties must be served
with a copy of the petition. Nonresidents may be served by registered or
certified mail or by publication as provided by law.
(4) The corporation may join as a party to the proceeding any
shareholder who claims to be a dissenter but who has not, in the opinion of the
corporation, complied with the provisions of this chapter. If the court
determines that such shareholder has not complied with the provisions of this
chapter, the shareholder shall be dismissed as a party.
(5) The jurisdiction of the court in which the proceeding is
commenced under subsection (2) of this section is plenary and exclusive. The
court may appoint one or more persons as appraisers to receive evidence and
recommend decision on the question of fair value. The appraisers have the powers
described in the order appointing them, or in any amendment to it. The
dissenters are entitled to the same discovery rights as parties in other civil
proceedings.
(6) Each dissenter made a party to the proceeding is entitled to
judgment (a) for the amount, if any, by which the court finds the fair value of
the dissenter's shares, plus interest, exceeds the amount paid by the
corporation, or (b) for the fair value, plus accrued interest, of the
dissenter's after-acquired shares for which the corporation elected to withhold
payment under RCW 23B.13.270.
RCW 23B.13.310 COURT COSTS AND COUNSEL FEES.
(1) The court in a proceeding commenced under RCW 23B.13.300 shall
determine all costs of the proceeding, including the reasonable compensation and
expenses of appraisers appointed by the court. The court shall assess the costs
against the corporation, except that the court may assess the costs against all
or some of the dissenters, in amounts the court finds equitable, to the extent
the court finds the dissenters acted arbitrarily, vexatiously, or not in good
faith in demanding payment under RCW 23B.13.280.
(2) The court may also assess the fees and expenses of counsel and
experts for the respective parties, in amounts the court finds equitable:
(a) Against the corporation and in favor of any or all
dissenters if the court finds the corporation did not substantially
comply with the requirements of RCW 23B.13.200 through 23B.13.280; or
(b) Against either the corporation or a dissenter, in favor
of any other party, if the court finds that the party against whom the
fees and expenses are assessed acted arbitrarily, vexatiously, or not in
good faith with respect to the rights provided by chapter 23B.13 RCW.
B-5
(3) If the court finds that the services of counsel for any
dissenter were of substantial benefit to other dissenters similarly situated,
and that the fees for those services should not be assessed against the
corporation, the court may award to these counsel reasonable fees to be paid out
of the amounts awarded the dissenters who were benefited.
B-6
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------------------------------------------------
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
--------------------------------------------------------------------------------
Under the Business Corporations Act (Ontario), a corporation may
indemnify a director or officer, a former director or officer or a person who
acts or acted at the corporation's request as a director or officer of another
corporation of which the corporation is or was a shareholder or creditor, and
his or her heirs and legal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by him or her in respect of any civil, criminal or
administrative action or proceeding to which he or she is made a party by reason
of being or having been a director or officer of the corporation or such other
corporation, if: (1) he or she acted honestly and in good faith with a view to
the best interests of the corporation; and (2) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
or she had reasonable grounds to believe that his or her conduct was lawful. Any
such person is entitled to such indemnity from the corporation if he or she was
substantially successful on the merits in his or her defense of the action or
proceeding and fulfilled the conditions set out in (1) and (2) above. A
corporation may, with the approval of a court, also indemnify any such person in
respect of an action by or on behalf of the corporation or such other
corporation to procure a judgment in its favor, to which such person is made a
party by reason of being or having been a director or officer of the corporation
or such other corporation, if he or she fulfills the conditions set out in (1)
and (2) above. Kinross' bylaws require Kinross to indemnify the persons
permitted to be indemnified by the provisions of the Business Corporations Act
(Ontario) summarized above and every other person who properly incurred any
liability on behalf of Kinross or acted at Kinross' request.
Insofar as indemnification for liabilities arising under the Securities
Act of 1993 may be permitted to directors, officers, and controlling persons
pursuant to the foregoing provisions, Kinross has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
contrary to public policy as expressed in the Securities Act and, therefore, is
unenforceable. (See "ITEM 22. UNDERTAKINGS.")
--------------------------------------------------------------------------------
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
--------------------------------------------------------------------------------
(a) Copies of the following documents are included as exhibits to
this Registration Statement, pursuant to Item 601 of Regulation S-K.
SEC
EXHIBIT REFERENCE
NO. NO. TITLE OF DOCUMENT LOCATION
------------ ------------ ----------------------------------------------------- ----------------------------
ITEM 2 PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION, OR SUCCESSION
----------------------------------------------------------------------------------------------------------------------
2.1 (2) Acquisition Agreement and Plan of Merger, dated as This Filing
of November 20, 2003, as amended April 7, 2004,
September 15, 2004, December 30, 2004, May 31,
2005, and February 24, 2006, among Kinross, Crown
Merger, and Crown (included as Appendix A to the
Proxy Statement/Prospectus included as part of this
registration statement)
II-1
ITEM 3 ARTICLES OF INCORPORATION, BYLAWS
----------------------------------------------------------------------------------------------------------------------
3.1 (3) Articles of Amalgamation, dated January 1, 2006 This Filing
3.2 (3) Bylaws (incorporated by reference to Exhibit 3.2 to Incorporated by Reference
the Registration Statement on Form 8-A filed on
January 31, 2001 by Kinross (File No. 001-13382))
ITEM 4 INSTRUMENTS DEFINING THE RIGHTS OF HOLDERS, INCLUDING INDENTURES
----------------------------------------------------------------------------------------------------------------------
4.1 (4) Specimen certificate for Kinross common shares Incorporated by Reference
(incorporated by reference to Exhibit 3 to the
Registration Statement on Form 8-A12B filed on
January 29, 2003 by Kinross (File No. 001-13382))
4.2 (4) Warrant Indenture by and between Kinross and Incorporated by Reference
Computershare Trust Company of Canada, dated as of
December 5, 2002 (incorporated by reference to
Exhibit 4.32 to the Registration Statement on Form
F-10 filed on January 23, 2003 by Kinross (File No.
333-102660))
4.3 (4) Rights Agreement, dated March 29, 2006, between Incorporated by Reference
Kinross Gold Corporation and Computershare Investor
Services, Inc. as Rights Agent (incorporated by
reference to Exhibit 99.2 to Form 6-K filed on
April 12, 2006)
ITEM 5 OPINION RE: LEGALITY
----------------------------------------------------------------------------------------------------------------------
5.1 (5) Opinion of Cassels Brock & Blackwell LLP, regarding Previously Filed
legality of common stock
ITEM 8 OPINION RE: TAX MATTERS
----------------------------------------------------------------------------------------------------------------------
8.1 (8) Opinion of Parr Waddoups Brown Gee & Loveless, A Previously Filed
Professional Corporation, regarding certain United
States federal income tax matters
8.2 (8) Opinion of Cassels, Brock & Blackwell LLP, Previously Filed
regarding certain Canadian federal tax matters
(included in Exhibit 5.1)
ITEM 10 MATERIAL CONTRACTS
----------------------------------------------------------------------------------------------------------------------
10.1 (10) Amended and Restated Credit Agreement, dated April Incorporated by Reference
8, 2005, among Kinross, Kinross Gold U.S.A., Inc.,
Fairbanks Gold Mining, Inc. and Round Mountain Gold
Corporation, as borrowers, The Bank of Nova Scotia,
as co-lead arranger and administrative agent,
Societe Generale, as co-lead arranger and
syndication agent, Royal Bank of Canada and
Australia and New Zealand Banking Group Limited, as
documentation agents, and the several lenders from
time to time parties thereto (incorporated by
reference to Exhibit 99.2 to Form 6-K filed on May
4, 2005) (the "Credit Agreement")
II-2
10.2 (10) Accordion Agreements, dated April 22, 2005, between Incorporated by Reference
the borrowers and lenders of the Credit Agreement
(incorporated by reference to Exhibit 99.3 to Form
6-K filed on May 4, 2005)
10.3 (10) Form of Indemnity Agreement for officers and Previously Filed
directors
10.4 (10) Form of Severance Agreement between Kinross and Previously Filed
each of Tye W. Burt, Scott A. Caldwell and Thomas
M. Boehlert
10.5 (10) Form of Severance Agreement between Kinross and Previously Filed
each of Hugh A. Agro, Rick A. Baker, Manoel
Cerqueira, J. Michael Doyle, Wesley C. Hanson,
Christopher T. Hill, Stephanie Holtforster, John W.
Ivany, Hal Kirby, Shelley M. Riley and Ronald W.
Stewart
10.6 (10) Kinross Gold Corporation Share Incentive Plan, Incorporated by Reference
dated May 4, 1995, as amended as of May 8, 1996,
further amended as of May 1, 1997, May 28, 1998,
May 1, 2000 and July 28, 2000, February 15, 2001,
January 31, 2003, January 1, 2004, February 28,
2004, and May 10, 2004 (incorporated by reference
to Exhibit 99.1 to Form 6-K filed on April 1, 2005)
10.7 (10) Kinross Gold Corporation Restricted Share Plan, Incorporated by Reference
dated February 15, 2001, as amended January 31,
2003, February 28, 2004, and May 10, 2004
(incorporated by reference to Exhibit 99.2 to Form
6-K filed on April 1, 2005)
10.8 (10) Kinross Gold Corporation Deferred Share Unit Plan, Previously Filed
dated September 30, 2003
10.9 (10) Share Sale Agreement, dated December 9, 2004, Incorporated by Reference
between Rio Tinto Brazilian Holdings Limited, Rio
Tinto European Holdings Limited, TVX Participacoes
Ltda, Cayman Participacoes Inc. and Kinross
(incorporated by reference to Exhibit 99.2 to Form
6-K on January 4, 2005)
ITEM 21 SUBSIDIARIES OF THE REGISTRANT
----------------------------------------------------------------------------------------------------------------------
21.1 (21) Subsidiaries of Kinross This Filing
II-3
ITEM 23 CONSENT OF EXPERTS AND COUNSEL
----------------------------------------------------------------------------------------------------------------------
23.1 (23) Consent of Cassels Brock & Blackwell LLP (included Previously Filed
in Exhibit 5.1)
23.2 (23) Consent of Parr Waddoups Brown Gee & Loveless, A Previously Filed
Professional Corporation (included in Exhibit 8.1)
23.3 (23) Consent of KPMG LLP, independent registered public This Filing
accounting firm for Kinross
23.4 (23) Consent of Deloitte & Touche LLP, independent This Filing
registered chartered accountants for Kinross
23.5 (23) Consent of Ehrhardt Keefe Steiner and Hoffman, PC, This Filing
independent registered public accounting firm for
Crown
23.6 (23) Consent of Deloitte & Touche LLP, independent This Filing
registered public accounting firm for Crown
23.7 (23) Consent of Rod Cooper to being named as a qualified This Filing
person
23.8 (23) Consent of Wesley C. Hanson to being named as a This Filing
qualified person
23.9 (23) Consent of Steffen Robertson and Kirsten to being Previously Filed
named as an expert
ITEM 24 POWER OF ATTORNEY
----------------------------------------------------------------------------------------------------------------------
24.1 (24) Power of Attorney (contained in the signature pages This Filing
of this Amendment No. 4 to Registration Statement
on Form F-4)
ITEM 99 ADDITIONAL EXHIBITS
----------------------------------------------------------------------------------------------------------------------
99.1 (99) Form of Proxy Card of Crown This Filing
99.2 (99) Stockholder and Voting Agreement, dated as of Previously Filed
November 20, 2003, among Kinross, Zoloto,
Solitario, Christopher E. Herald, Mark E. Jones,
III, Brian Labadie, James R. Maronick, and Steven
A. Webster
99.3 (99) Toll Milling Agreement, dated as of November 11, Previously Filed
2003, between Echo Bay Minerals and Crown
99.4 (99) Distribution Agreement, dated as of November 20, Previously Filed
2003, among Solitario, Crown, and Kinross
(b) All financial statement schedules are omitted because they are
not applicable or because the required information is contained in the
Consolidated Financial Statements or the Notes thereto.
II-4
--------------------------------------------------------------------------------
ITEM 22. UNDERTAKINGS
--------------------------------------------------------------------------------
The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-5
--------------------------------------------------------------------------------
SIGNATURES
--------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Amendment No. 4 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toronto, Province of Ontario, Canada, on the _____
day of April, 2006.
KINROSS GOLD CORPORATION
(Registrant)
By /s/ Tye W. Burt
----------------------------------------------
Tye W. Burt, President and Chief Executive
Officer
By /s/ Scott W. Loveless
----------------------------------------------
Scott W. Loveless, Authorized Representative
in the United States
POWER OF ATTORNEY
Each person whose signature to this Registration Statement appears below
hereby constitutes and appoints Tye W. Burt and Thomas M. Boehlert, and each of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution, to sign on his behalf individually and in the capacity stated
below and to perform any acts necessary to be done in order to file all future
amendments and post-effective amendments to this Registration Statement, and any
and all instruments or documents filed as part of or in connection with this
Registration Statement (including any related registration statements to be
filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended) or
the amendments thereto and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitutes, shall do
or cause to be done by virtue hereof. This power of attorney may be executed in
one or more counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 4 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
/s/ Tye W. Burt Dated April ___, 2006
-----------------------------------------------------
Tye W. Burt
(Chief Executive Officer and President) and Director
/s/ Thomas M. Boehlert Dated April ___, 2006
-----------------------------------------------------
Thomas M. Boehlert
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ John A. Brough Dated April ___, 2006
-----------------------------------------------------
John A. Brough, Director
(SIGNATURES CONTINUED ON THE FOLLOWING PAGE)
II-6
/s/ Scott A. Caldwell Dated April ___, 2006
-----------------------------------------------------
Scott A. Caldwell, Director
/s/ John K. Carrington Dated April ___, 2006
-----------------------------------------------------
John K. Carrington, Director
/s/ Richard S. Hallisey Dated April ___, 2006
-----------------------------------------------------
Richard S. Hallisey, Director
/s/ John M.H. Huxley Dated April ___, 2006
-----------------------------------------------------
John M.H. Huxley, Director
/s/ John A. Keyes Dated April ___, 2006
-----------------------------------------------------
John A. Keyes, Director
Dated April ___, 2006
-----------------------------------------------------
Catherine McLeod-Seltzer, Director
/s/ George A. Michals Dated April ___, 2006
-----------------------------------------------------
George A. Michals, Director
/s/ John E. Oliver Dated April ___, 2006
-----------------------------------------------------
John E. Oliver, Director
/s/ Terence C.W. Reid Dated April ___, 2006
-----------------------------------------------------
Terence C.W. Reid, Director
II-7