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<SEC-DOCUMENT>0000950157-01-500419.txt : 20010723
<SEC-HEADER>0000950157-01-500419.hdr.sgml : 20010723
ACCESSION NUMBER:		0000950157-01-500419
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20010720

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KINAM GOLD INC
		CENTRAL INDEX KEY:			0000814577
		STANDARD INDUSTRIAL CLASSIFICATION:	GOLD & SILVER ORES [1040]
		IRS NUMBER:				061199974
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		
		SEC FILE NUMBER:	005-39080
		FILM NUMBER:		1685476

	BUSINESS ADDRESS:	
		STREET 1:		THE SCOTIA PLAZA 40 KING ST WEST 57TH FL
		STREET 2:		TORONTO ONTATIO
		CITY:			CANADA M5H 3Y2
		STATE:			A6
		ZIP:			80155
		BUSINESS PHONE:		4163655198

	MAIL ADDRESS:	
		STREET 1:		THE SCOTIA PLAZA 40 KING ST WEST 57TH FL
		STREET 2:		TORONTO ONTATIO
		CITY:			CANADA M5H 3Y2
		STATE:			A6

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMAX GOLD INC
		DATE OF NAME CHANGE:	19920703

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KINROSS GOLD CORP
		CENTRAL INDEX KEY:			0000701818
		STANDARD INDUSTRIAL CLASSIFICATION:	GOLD & SILVER ORES [1040]
		IRS NUMBER:				650430083
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		185 SOUTH STATE STREET
		STREET 2:		STE 400
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84111
		BUSINESS PHONE:		8013639152

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PLEXUS RESOURCES CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>sc13d.txt
<DESCRIPTION>SCHEDULE 13D
<TEXT>

                            EXHIBIT INDEX ON PAGE 6

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                           ------------------------


                                 SCHEDULE 13D
                  under the Securities Exchange Act of 1934 *
                           ------------------------

                                Kinam Gold Inc.
                               (Name of Issuer)
                           ------------------------

                  $3.75 Series B Convertible Preferred Stock
                        (Title of Class of Securities)
                           ------------------------

                                   49448220
                                (CUSIP Number)
                           ------------------------

                                Brian W. Penny
                          Vice President, Finance and
                            Chief Financial Officer
                           Kinross Gold Corporation
                           52nd Floor, Scotia Plaza
                              40 King Street West
                               Toronto, Ontario
                                    M5H 342

                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

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

                                 July 12, 2001
            (Date of Event which Requires Filing of this Statement)
- ------------------------------------------------------------------------------


If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess. 240.13d-7(b) for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the notes).

                        (Continued on following pages)

                                    Page 1

<PAGE>



CUSIP No. 49448220

________________________________________________________________________________
1    NAME OF REPORTING PERSONS

     Kinross Gold Corporation

     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
     Not Applicable (Canadian corporation)
________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [ ]
                                                                 (b)  [ ]
________________________________________________________________________________
3    SEC USE ONLY

________________________________________________________________________________
4    SOURCE OF FUNDS*

     OO
________________________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [x]

________________________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     Province of Ontario
________________________________________________________________________________
               7    SOLE VOTING POWER

  NUMBER OF         945,400 shares of $3.75 Series B Convertible Preferred
                    Stock (51.3%)
   SHARES      _________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY
                    0
  OWNED BY
               _________________________________________________________________
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         945,400 shares of $3.75 Series B Convertible Preferred
                    Stock (51.3%)
   PERSON      _________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH
                    0

________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     945,400 shares of $3.75 Series B Convertible Preferred Stock (51.3%)
________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

                                                                      [ ]
________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     51.3% of $3.75 Series B Convertible Prefered Stock
________________________________________________________________________________
14   TYPE OF REPORTING PERSON*

     CO
_______________________________________________________________________________


                                    Page 2

<PAGE>


Item 1.   Security and Issuer.

          This Schedule 13D relates to shares of $3.75 Series B Convertible
Preferred Stock, par value $1.00 (the "Kinam Preferred Stock") of Kinam Gold
Inc., a corporation continued under the laws of Nevada ("Kinam"). Kinam
Preferred Stock is listed on the New York Stock Exchange. The address of
Kinam's principal executive offices is 185 South State Street, Suite 820, Salt
Lake City, Utah 84111.

Item 2.   Identity and Background.

          (a), (b), (c), (f) This Schedule 13D is being filed by Kinross Gold
Corporation, an Ontario corporation ("Kinross"). The address of Kinross'
principal executive offices is Suite 5200, 40 King Street West, Toronto,
Ontario M5H 3Y2. Kinross is engaged in the mining and processing of gold and
silver ore and in the exploration for and acquisition and development of gold
bearing properties. Kinross owns all of the common stock of Kinam.

          (d) During the last five years, neither Kinross nor any of its
executive officers or directors has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

          (e) Except as set forth in the next paragraph, during the last five
years, neither Kinross nor any of its executive officers or directors has been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction the result of which has made it once or now subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.

          Mr. John Ivany, the Executive Vice President of Kinross, was the
subject of enforcement proceedings by the Alberta Securities Commission in Re
Cartaway Resources Corp. In it 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 which
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. The Alberta Securities
Commission defined a "junior issuer" as an issuer that has (i) consolidated
total assets of less than Cdn. $10,000,000 as shown in the most recent balance
sheet of the issuer, (ii) consolidated revenue of less than Cdn. $10,000,000
as shown in the most recent annual income statement of the issuer, or (iii)
shareholders' equity of less than Cdn. $10,000,000 as shown in the most recent
balance sheet of the issuer.

Item 3.   Source and Amount of Funds or Other Consideration.

          An aggregate of 24,186,492 common shares in the capital of Kinross
was issued as consideration for the purchase by Kinross of an aggregate of
945,400 shares of Kinam Preferred Stock, as described in the share purchase
agreements attached hereto as Exhibits A, B and C and incorporated herein by
reference.

Item 4.   Purpose of Transaction.

          The transactions were effected to improve Kinross' consolidated
balance sheet.

                                    Page 3

<PAGE>


          Kinross does not have any current plans or proposals that relate to
or would result in any of the actions set for in items (a) to (j) of Item 4 of
Schedule 13D.

Item 5.   Interest in Securities of the Issuer.

          (a) Kinross owns 945,400 shares of Kinam Preferred Stock, or 51.3%
of the class of securities.

          (b) Rows (7) through (10) of the cover pages to this Schedule 13D
set forth the percentage of Kinam Preferred Stock as to which Kinross holds
sole power to vote or direct the vote or to dispose or to direct the
disposition, and the number of shares of Kinam Preferred Stock as to which
Kinross holds shared power to vote or to direct the vote, or shared power to
dispose or to direct the disposition.

          (c) Other than as described herein, Kinross has not acquired any
Kinam Preferred Stock during the past sixty days.

          (d) No person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Kinam Preferred Stock acquired by Kinross.

          (e) Not applicable.


Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect
          to Securities of the Issuer.

          Other than as described in this Schedule 13D, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between the person named in Item 2 and any person with respect to any
securities of Kinam, including but not limited to transfer or voting of any of
the securities, finder's fee, joint ventures, loan or option arrangements, put
or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies. No securities are pledged or otherwise subject to a
contingency the occurrence of which would give another person voting power or
investment power over such securities.

Item 7.   Material to Be Filed as Exhibits.

Exhibit                             Description

A.        Share Purchase Agreement dated June 12, 2001 among Kinross Gold
          Corporation, Income Series, a series of Franklin Custodian Funds,
          Inc. and Franklin Income Securities Fund, a series of Franklin
          Templeton Variable Insurance Products Trust.

B.        Share Purchase Agreement dated June 15, 2001 among Kinross Gold
          Corporation and Capital Pro International Inc.

C.        Share Purchase Agreement dated June 18, 2001 among Kinross Gold
          Corporation and The Tell Fund.


                                    Page 4

<PAGE>


                                   Signature

          After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.

Date:    July 20, 2001


                                   KINROSS GOLD CORPORATION



                                    by /s/ John Ivany
                                       ----------------------
                                       Name:  John Ivany
                                       Title: Executive Vice President




                                    Page 5

<PAGE>


                                 EXHIBIT INDEX



Exhibit No.         Description

A.                  Share Purchase Agreement dated June 12, 2001 among Kinross
                    Gold Corporation, Income Series, a series of Franklin
                    Custodian Funds, Inc. and Franklin Income Securities Fund,
                    a series of Franklin Templeton Variable Insurance Products
                    Trust.


B.                  Share Purchase Agreement dated June 15, 2001 among Kinross
                    Gold Corporation and Capital Pro International Inc.

C.                  Share Purchase Agreement dated June 18, 2001 among Kinross
                    Gold Corporation and The Tell Fund.


                                    Page 6

<PAGE>


                                                                    Appendix A

                       Directors and Executive Officers
                            of the Reporting Person

Name/Title                      Business Address                  Citizenship
- ----------                      ----------------                  -----------
John A. Brough                Wittington Properties Ltd.            Canada
Director                      22 St. Clair Avenue E.
                              Suite 500
                              Toronto, Ontario
                              M4T 2S3

Robert M. Buchan              Scotia Plaza, Suite 5200              Canada
Chairman of the Board         40 King Street West
and Chief Executive Officer   Toronto, Ontario
                              M5H 3Y2

Arthur H. Ditto               Scotia Plaza, Suite 5200              Canada
President and Chief Operating 40 King Street West
Officer, Director             Toronto, Ontario
                              M5H 3Y2

Bruce E. Grewcock             Peter Kiewit Sons', Inc.              U.S.A
Director                      1000 Kiewit Plaza
                              Omaha, NE 68131

John M. H. Huxley             Algonquin Power System Inc.           Canada
Director                      Unit 210
                              2085 Hurontario Street
                              Mississauga, Ontario
                              L5A 4G1

Cameron A. Mingay             Scotia Plaza, Suite 2100              Canada
Director                      40 King Street West
                              Toronto, Ontario
                              M5H 362

John E. Oliver                The Bank of Nova Scotia               Canada
Director                      Suite 2100
                              580 California Street
                              San Francisco, CA 94104

John W. Ivany                 Scotia Plaza, Suite 5200              Canada
Executive Vice President      40 King Street West
                              Toronto, Ontario
                              M5H 3Y2

Brian W. Penny                52nd Floor, Scotia Plaza              Canada
Vice-President,               40 King Street West
Finance and Chief             Toronto, Ontario
Financial Officer             M5H 342


                                    Page 7

<PAGE>



Scott A. Caldwell             52nd Floor, Scotia Plaza              U.S.A
Senior Vice President         40 King Street West
Mining Operations             Toronto, Ontario
                              M5H 342

Richard A. Dye                Kinross Gold, USA Inc.                U.S.A
Vice President,               185 South State Street
Technical Services            Suite #820
                              Salt Lake City, UT 84111

Jerry W. Danni                Kinross Gold, USA Inc.                U.S.A
Vice President,               185 South State Street
Environmental Affairs         Suite #820
                              Salt Lake City, UT 84111

Christopher T. Hill           52nd Floor, Scotia Plaza              Canada
Vice President, Treasurer     40 King Street West
                              Toronto, Ontario
                              M5H 342

Gordon A. McCreary            52nd Floor, Scotia Plaza              Canada
Vice President,               40 King Street West
Investor Relations            Toronto, Ontario
                              M5H 342

Robert W. Schafer             52nd Floor, Scotia Plaza              U.S.A
Vice President, Exploration   40 King Street West
                              Toronto, Ontario
                              M5H 342

Allan D. Schoening            52nd Floor, Scotia Plaza              Canada
Vice President,               40 King Street West
Human Resources               Toronto, Ontario
                              M5H 342

Shelley Riley                 52nd Floor, Scotia Plaza              Canada
Corporate Secretary           40 King Street West
                              Toronto, Ontario
                              M5H 342


                                    Page 8

<PAGE>

                                                                     EXHIBIT A


June 12, 2001



Income Series, a series of Franklin Custodian Funds, Inc.
Franklin Income Securities Fund a series of Franklin Templeton
Variable Insurance Products Trust
777 Mariners Island Blvd.
San Mateo, California
U.S.A.  94404


Attention:  Fred Fromm

Dear Sir:

Re:      Purchase of Series B Preferred Shares in the Capital of Kinam Gold Inc.

This letter agreement (the "Agreement") provides for the purchase (the "Share
Purchase") by Kinross Gold Corporation ("Kinross" or the "Corporation") from
Income Series ("Franklin Income Series"), a series of Franklin Custodian
Funds, Inc. and Franklin Income Securities Fund ("Franklin Income
Securities"), a series of Franklin Templeton Variable Insurance Products Trust
(together, the "Vendors") of an aggregate of 800,000 Series B Preferred Shares
(the "Kinam Shares") in the capital of Kinam Gold Inc. ("Kinam") on the terms
and conditions set forth herein.

1.       Each of the Vendors hereby agrees to sell and Kinross agrees to
         purchase the Kinam Shares on the terms and subject to the conditions
         set forth herein and as follows:

         (a)      Franklin Income Series shall sell and Kinross shall
                  purchase 650,000 of the Kinam Shares; and

         (b)      Franklin Income Securities shall sell and Kinross shall
                  purchase 150,000 of the Kinam Shares.

2.       The purchase price (the "Purchase Price") for the Kinam Shares shall
         be paid and satisfied by the issuance and delivery by Kinross to the
         Vendors at the Time of Closing (as hereinafter defined) of an
         aggregate of 21,500,000 common shares in the capital of Kinross (the
         "Kinross Shares") to be allocated among the Vendors as directed by
         the Vendors. The Kinross Shares shall be issued as fully paid and
         non-assessable shares in the capital of Kinross.


<PAGE>
                                                                        Page 2


3.       The Kinross Shares shall be qualified for distribution to the Vendors
         pursuant to a (final) short form prospectus (the "Prospectus") to be
         filed in the Province of Ontario. Kinross agrees to use its
         reasonable commercial efforts to file, and obtain a receipt for, the
         Prospectus in the Province of Ontario as soon as commercially
         practicable following the date hereof and, in any event, not later
         than June 21, 2001 (the "Filing Date").

4.       The closing (the "Closing") of the transaction contemplated herein
         shall occur at the offices of Cassels Brock & Blackwell LLP, Scotia
         Plaza, Suite 2100, 40 King Street West, Toronto, Ontario, at 8:00
         a.m. (Toronto time) (the "Time of Closing") on the second business
         day following the Filing Date, but in any event, not later than June
         26, 2001 or on such later date as Kinross and the Vendors may agree
         (the "Closing Date").

5.       Each of the Vendors hereby jointly and severally represents and
         warrants to Kinross as follows and acknowledges that Kinross is
         relying thereon in connection with its entering into of this
         Agreement and the consummation of the transactions contemplated
         hereby:

         (a)      each of the  Vendors is duly  created or  incorporated  and
                  validly  existing  under the laws  governing  its
                  creation or of its jurisdiction of incorporation;

         (b)      each of the Vendors is the beneficial owner of that number
                  of the Kinam Shares set forth opposite its name in paragraph
                  1 hereof, and has full legal right, power and authority to
                  enter into this Agreement and to sell, assign, transfer and
                  convey the Kinam Shares owned beneficially pursuant to the
                  terms hereof;

         (c)      the Vendors have good and valid legal title to the Kinam
                  Shares, free and clear of any mortgages, liens, charges,
                  pledges, security interests, encumbrances, shareholders
                  agreements, pooling agreements, voting trust agreements or
                  other similar contracts (including, without limitation, any
                  contract restricting or otherwise relating to the voting,
                  dividend rights or disposition of the Kinam Shares) or any
                  rights of any other person or entity to acquire any
                  ownership interest in or vote any of the Kinam Shares
                  (collectively, the "Encumbrances");

         (d)      this Agreement has been duly executed and delivered by each
                  of the Vendors and constitutes a valid and binding
                  obligation of each of the Vendors, enforceable against each
                  of them in accordance with its terms, except as the
                  enforcement thereof may be limited by bankruptcy laws and
                  other laws relating to creditors' rights generally or
                  general principles of equity;


<PAGE>
                                                                        Page 3


         (e)      all  necessary  action on the part of each Vendor has been
                  taken by it to authorize and approve its execution and
                  delivery of this Agreement and its performance of its
                  obligations hereunder;

         (f)      the execution and delivery by each of the Vendors of this
                  Agreement and all other agreements and instruments to be
                  executed and delivered by each of the Vendors and the
                  performance by each of the Vendors of its obligations
                  hereunder and thereunder:

                  (i)      do not require any consent, approval or
                           authorization of any governmental agency or
                           regulatory authority (each, a "Governmental
                           Authorization") and do not require any notice under
                           any agreement, law, rule or regulation;

                  (ii)     do not  conflict  with or  result  in a  breach  of
                           or violation  of any of the  provisions  of its
                           constating or governing documents;

                  (iii)    do not result in the  violation  of any law of any
                           jurisdiction  to which it or any of its assets,
                           rights and properties is subject;

                  (iv)     do not result in the breach of and will not create
                           any Encumbrance with respect to the Kinam Shares
                           pursuant to any material agreement, instrument or
                           document or Governmental Authorization to which it
                           is a party or by which it is bound; and

                  (v)      do not result in the violation of any judgment,
                           order, writ, injunction or decree of any court or
                           other regulatory or administrative body binding
                           upon it or any of its assets, rights and
                           properties;

         (g)      neither of the Vendors, and, to the knowledge of the
                  Vendors, none of the Franklin Entities (as hereinafter
                  defined) or their respective assigns and successors, has
                  effected, filed or lodged with any court or other
                  governmental or administrative entity any civil claims or
                  causes of action, actions, complaints, or suits, at law or
                  in equity, (including, without limitation, any derivative
                  claims that could be brought by the Franklin Entities on
                  behalf of Kinam) (each, a "Law Suit") against any of the
                  Kinross Entities (as hereinafter defined); and

         (h)      the Kinross Shares are being acquired by the Vendors for
                  their own account and not with a view to any distribution
                  thereof in violation of the U.S. Securities Act of 1933, as
                  amended, (the "Securities Act"). Each of the Vendors is an
                  "accredited investor" (as that term is defined in Rule 501
                  of Regulation D under the Securities Act) and, by reason of
                  its business and financial experience, has such knowledge,
                  sophistication and


<PAGE>
                                                                        Page 4


                  experience in business and financial matters as to be capable
                  of evaluating the merits and risks of the Share Purchase.

6.       Each of the Vendors jointly and severally covenants and agrees with
         Kinross that it will use its commercially reasonable efforts on or
         before the Closing Date to:

         (a)      fulfil all necessary requirements and take all necessary
                  action to permit the consummation of the transactions
                  contemplated hereby, including the transfer of the
                  registration of the Kinam Shares to Kinross, free and clear
                  of all Encumbrances;

         (b)      cause each of the conditions precedent set forth herein that
                  are to be complied with by such Vendor that are for the
                  benefit of Kinross to be complied with and take such
                  measures as may be necessary or desirable to fulfil its
                  obligations hereunder and implement the Share Purchase;

         (c)      obtain any  approvals  required to be obtained by the Vendors
                  to authorize  and approve the  transfer of the Kinam Shares
                  to Kinross and all other matters relating thereto;

         (d)      cause to be delivered to Kinross an opinion of its legal
                  counsel as to the due authorization, execution and delivery
                  by the Vendors of this Agreement, the enforceability of this
                  Agreement against the Vendors and the transfer of the Kinam
                  Shares will not result in a breach of the articles or
                  by-laws of the Vendors;

         (e)      cause to be delivered to Kinross a separate certificate
                  signed by any two authorized representative(s) of the
                  Vendors certifying for and on behalf of the Vendors relating
                  to the authorization by the Vendors of the Share Purchase
                  and the incumbency and specimen signatures of the authorized
                  representative(s) of the Vendors signing this Agreement and
                  other documents delivered pursuant hereto on the part of the
                  Vendors; and

         (f)      forthwith provide Kinross with immediate notice of any Law
                  Suit against any Kinross Entity effected, filed or lodged by
                  either of the Vendors or their respective assigns and
                  successors with any court or other governmental or
                  administrative entity.

7.       The Vendors understand that the Kinross Shares have not been and are
         not being registered under the Securities Act or any state
         securities laws, and covenant and agree that they shall not offer
         for sale, sell, assign or transfer the Shares except (i) pursuant to
         an effective registration statement filed with the United States
         Securities and Exchange Commission (the "SEC"), (ii) in compliance
         with Regulation S of the Securities Act, or (iii) in reliance upon
         an exemption from the registration requirements of the Securities Act.


<PAGE>
                                                                        Page 5



 8.      Kinross hereby represents and warrants to the Vendors as follows and
         acknowledges that the Vendors are relying thereon in connection with
         its entering into of this Agreement:

         (a)      Kinross is a corporation  duly continued and validly existing
                  in good standing under the laws of the Province of Ontario;

         (b)      this Agreement has been duly executed and delivered by
                  Kinross and constitutes a valid and binding obligation of
                  Kinross, enforceable against Kinross in accordance with its
                  terms, except as the enforcement thereof may be limited by
                  bankruptcy laws and other laws relating to creditors' rights
                  generally or general principles of equity;

         (c)      all necessary  corporate action has been taken by Kinross to
                  authorize and approve its execution and delivery of this
                  Agreement and its performance of its obligations hereunder;

         (d)      the execution and delivery by Kinross of this Agreement and
                  all other agreements and instruments to be executed and
                  delivered by Kinross and the performance by Kinross of its
                  obligations provided for hereunder and thereunder and the
                  consummation of the transactions contemplated hereby and
                  thereby:

                  (i)      do not require any Governmental Authorization and
                           do not require any notice under any agreement or
                           any law, regulation or rule except for (i) the
                           filing of applicable forms and fees with, and the
                           approval of, the Toronto Stock Exchange; (ii) the
                           filing of a material change report and the
                           appropriate forms with, and the approval of, the
                           applicable securities regulatory authorities; and
                           (iii) the filing a preliminary short form
                           prospectus and the Prospectus and the obtaining of
                           receipts therefor from the Ontario Securities
                           Commission;

                  (ii)     do not conflict with or result in a breach of or
                           violation of any of the provisions  of the
                           constating or governing documents of Kinross;

                  (iii)    do not result in the violation of any law of any
                           jurisdiction to which Kinross or any of its
                           assets, rights and properties is subject;

                  (iv)     do not result in the breach of and will not create
                           any Encumbrance with respect to the Kinross Shares
                           pursuant to any material agreement, instrument or
                           document or Governmental Authorization to which it
                           is a party or by which it is bound;


<PAGE>

                                                                        Page 6


                  (v)      do not result in the violation of any judgment,
                           order, writ, injunction or decree of any court or
                           other regulatory or administrative body binding
                           upon it or any of its assets, rights and
                           properties;

         (e)      the common shares of Kinross are listed and posted for trading
                  on the Toronto Stock Exchange:

         (f)       Kinross is a reporting issuer under the securities laws of
                   each of the provinces of Canada and is not on the list of
                   defaulting reporting issuers maintained pursuant to the
                   securities laws thereof. Kinross has filed with all
                   securities commissions and securities regulatory
                   authorities in each of the provinces of Canada having
                   jurisdiction over it, (each, a "Securities Authority"), all
                   documents required to be filed by it with such Security
                   Authority as at the date hereof (collectively, the "Kinross
                   Public Documents"). Kinross has not filed any confidential
                   report or other document with any Securities Authority
                   which remains confidential at the date hereof;

         (g)      at the Time of Closing:  (i) the Kinross Shares shall be duly
                  and validly authorized and (ii) upon receipt by Kinross of the
                  Kinam Shares, the Kinross Shares shall be duly issued as
                  fully paid and non-assessable  shares in the capital
                  of Kinross;

         (h)      neither Kinross nor any of its affiliates has, directly or
                  through any agent, sold, offered for sale, solicited offers
                  to buy or otherwise negotiated in respect of, any security
                  (as such term is defined in the Securities Act), which is or
                  will be integrated with the sale of the Kinross Shares in a
                  manner that would require registration of the Kinross Shares
                  under the Securities Act; and

         (i)      neither Kinross nor any of its affiliates or any other
                  person acting on its or their behalf has engaged, in
                  connection with the offering of the Kinross Shares, in any
                  form of general solicitation or general advertising within
                  the meaning of Rule 502(c) under the Securities Act.

9.       Kinross  covenants  and agrees with each of the Vendors that it will
         use its  commercially  reasonable  efforts on or before the Closing
         Date to:

         (a)      fulfill all necessary requirements and take all necessary
                  action to permit the consummation of the transactions
                  contemplated hereby, including the issuance of the Kinross
                  Shares to the Vendors and delivery to the Vendors of the
                  share certificates therefor;

         (b)      obtain the  conditional approval of The Toronto Stock Exchange
                  for the listing of the Kinross Shares as of the Closing Date;


<PAGE>
                                                                        Page 7


         (c)      cause each of the conditions precedent set forth herein for
                  the benefit of the Vendors to be complied with on or before
                  the Closing Date and take such measures as may be necessary
                  or desirable to fulfil its obligations hereunder and
                  implement the Share Purchase;

         (d)      obtain any approvals required to be obtained by Kinross to
                  authorize and approve the issuance of the Kinross
                  Shares and all other matters relating thereto;

         (e)      file and obtain a receipt for the Prospectus from the
                  Ontario Securities Commission on or before the Filing Date;

         (f)      cause to be  delivered to the Vendors an opinion of its
                  legal counsel substantially in the form attached
                  hereto as schedule "A"; and

         (g)      cause to be delivered to the Vendors a certificate signed by
                  any two senior officers of Kinross certifying for and on
                  behalf of Kinross the resolution of the board of directors
                  relating to the Share Purchase and the incumbency and
                  specimen signatures of signing officers.

10.      The obligation of Kinross to consummate the Share Purchase is
         subject to the satisfaction (or waiver by Kinross) of the following
         terms and conditions at or prior to the Time of Closing:

         (a)      the representations and warranties of each of the Vendors
                  contained in this Agreement shall be true and correct as of
                  the Time of Closing with the same force and effect as if
                  made as of the Time of Closing and Kinross shall have
                  received a certificate from a senior officer of each of the
                  Vendors confirming the foregoing;

         (b)      the registration of the Kinam Shares shall have been
                  transferred to Kinross, free and clear of all Encumbrances;

         (c)      the covenants of each of the Vendors to be performed on or
                  before the Closing  Date  pursuant to the terms hereof shall
                  have been duly performed;

         (d)      The Toronto Stock Exchange shall have conditionally approved
                  the listing of the Kinross Shares;

         (e)      each of the Vendors shall have executed and delivered to
                  Kinross and the Kinross Entities a release with respect to
                  the matters described in paragraph 23 hereof;


<PAGE>

                                                                        Page 8


         (f)      no law or judgment enacted, entered, promulgated, enforced
                  or issued by any governmental entity or other legal
                  restraint or prohibition preventing the consummation of the
                  transaction contemplated hereby shall be in effect;

         (g)      none of the Franklin Entities or their respective assigns
                  and successors shall have effected, filed or lodged with any
                  court or other governmental or administrative entity a Law
                  Suit against any Kinross Entity; and

         (h)      the Vendors shall have caused to be delivered to Kinross an
                  opinion of counsel as  contemplated  in paragraph 6(d).

11.      The obligations of the Vendors to consummate the Share Purchase is
         subject to the satisfaction (or waiver by the Vendors) of the
         following terms and conditions at or prior to the Time of Closing:

         (a)      the representations and warranties of Kinross contained in
                  this Agreement shall be true and correct as of the Time of
                  Closing with the same force and effect as if made as of the
                  Time of Closing and each of the Vendors shall have received
                  a certificate from a senior officer of Kinross confirming
                  the foregoing;

         (b)      the covenants of Kinross to be performed on or before the
                  Closing Date pursuant to the terms hereof shall have been
                  duly performed;

         (c)      Kinross shall have delivered to the Vendors share
                  certificates representing the Kinross Shares, registered in
                  the name of the Vendors as directed by the Vendors and such
                  share certificates shall not bear a restrictive legend;

         (d)      Kinross shall have obtained a receipt for the Prospectus from
                  the Ontario Securities Commission;

         (e)      the Toronto Stock Exchange shall have conditionally approved
                  the listing of the Kinross Shares, subject only to customary
                  conditions;

         (f)      Kinross shall have executed and delivered to the Vendors and
                  the Franklin  Entities a release with respect to the matter
                  described in paragraph 23 hereof;

         (g)      no law or judgment enacted, entered, promulgated, enforced
                  or issued by any governmental entity or other legal
                  restraint or prohibition preventing the consummation of the
                  transactions contemplated hereby shall be in effect; and


<PAGE>


                                                                        Page 9


         (h)      Kinross shall have caused to be delivered to the Vendors
                  opinions of counsel in the form set out in Schedule A.

12.      This Agreement:

         (a)      shall be governed by and shall be  construed  and enforced
                  in accordance  with the laws of the  Province of Ontario and
                  the federal laws of Canada generally therein; and

         (b)      shall enure to the benefit of and be binding upon Kinross
                  and the Vendors and their respective successors and
                  permitted assigns, provided that, except as herein provided,
                  this Agreement shall not be assignable by any party without
                  the written consent of the other party hereto. Nothing in
                  this Agreement, express or implied, shall be interpreted as
                  being intended to confer upon any other person any rights or
                  remedies hereunder except as expressly set forth in
                  paragraph 23 hereof.

13.      Time shall be of the essence hereof.

14.      This Agreement may be executed in one or more counterparts, each of
         which so executed shall constitute an original and all of which
         together shall constitute one and the same Agreement. Facsimile
         signatures will be acceptable with original signed copies to follow.

15.      Each party hereto hereby agrees that it will do all such acts and
         execute all such further documents, conveyances, deeds, assignments,
         transfers and the like, and will cause the doing of all such acts
         and will cause the execution of all such further documents as are
         within its power as the other party hereto may in writing from time
         to time reasonably request be done and/or executed in order to
         consummate the transactions contemplated hereby or as may be
         necessary or desirable to effect the purpose of this Agreement or
         any document, agreement or instrument delivered pursuant hereto and
         to carry out their provisions or to better or more properly or fully
         evidence or give effect to the transactions contemplated hereby,
         whether before or after the Time of Closing.

16.      Each of the Vendors hereby indemnifies and saves harmless Kinross of
         and from any loss, cost, damage or expense whatsoever arising out of
         or resulting from, under or pursuant to:

         (a)      the  inaccuracy of any  representation  or warranty or the
                  breach of any covenant made by each of the Vendors herein or
                  in any instrument or certificate delivered by each of the
                  Vendors pursuant hereto; and

         (b)      all claims, actions, suits, proceedings, demands, costs and
                  expenses in respect of or incidental to any of the foregoing.


<PAGE>

                                                                         Page 10


17.       Kinross hereby indemnifies and saves harmless each of the Vendors of
          and from any loss, cost, damage or expense whatsoever arising out of
          or resulting from, under or pursuant to:

         (a)      the inaccuracy of any  representation  or warranty or the
                  breach of any covenant made by Kinross herein or in any
                  instrument or certificate delivered by Kinross pursuant
                  hereto; and

         (b)      all claims, actions, suits, proceedings, demands, costs and
                  expenses in respect of or incidental to any of the foregoing.

18.      No claims for indemnification hereunder will arise until notice
         thereof is given to the party (the "Indemnitor") from whom indemnity
         is sought. Such notice shall be sent within 30 days following the
         determination by a party (the "Claimant") that a claim for indemnity
         exists. In the event that any legal proceedings shall be instituted
         or any claim or demand is asserted by any third party in respect of
         which the Indemnitor may have an obligation to indemnify the
         Claimant, the Claimant shall give or cause to be given to the
         Indemnitor written notice thereof and the Indemnitor shall have the
         right, at its option and expense, to be present at the defence of
         such proceedings, claim or demand, but not to control the defence,
         negotiation or settlement thereof, which control shall at all times
         rest with the Claimant, unless the Indemnitor irrevocably
         acknowledges full and complete responsibility for indemnification of
         Claimant, in which case the Indemnitor may assume such control
         through counsel of its choice, provided, however, that no settlement
         shall be entered into without the Claimant's written consent (which
         shall not be unreasonably withheld) unless such settlement obligates
         the Indemnitor to pay the full amount of the liability in connection
         therewith and releases the Claimant completely in connection with
         such claim. The parties hereto agree to cooperate fully with each
         other in connection with the defence, negotiation or settlement of
         any such third party legal proceeding, claim or demand.

19.      Notwithstanding anything in this Agreement to the contrary, the
         indemnity provided for herein shall apply to any loss, liability,
         damage, deficiency or expense, whether or not the actual amount
         thereof shall have been ascertained prior to the final day upon
         which a claim for indemnity with respect thereto may be made
         hereunder, so long as written notice thereof shall have been given
         to the Indemnitor prior to said date, setting forth specifically and
         in reasonable detail, so far as it known, the matter as to which
         indemnification is being sought, but nothing herein shall be
          construed to require payment of any claim for indemnity until the
          actual amount payable shall have been finally ascertained.

20.       Any claim for indemnification as a result of a breach of
          representation or warranty contained herein shall be made no later
          than the date that is one year following the Closing Date. The
          aggregate amount payable pursuant to any claim


<PAGE>


                                                                        Page 11


         or claims hereunder shall be limited to US$20,600,000. Nothing
         contained herein shall be construed to derogate from or in any way
         affect the Vendors' rights to assert claims against Kinross under or
         in connection with the Prospectus pursuant to applicable securities
         legislation or otherwise.

21.      If one or more provisions contained herein shall, for any reason, be
         held to be invalid, illegal or unenforceable in any respect, such
         invalidity, illegality or unenforceability shall not affect any other
         provision of this Agreement, but this Agreement shall be construed as
         if such invalid, illegal or unenforceable provision or provisions had
         never been contained therein.

22.      The term "Franklin Entities" shall include Franklin Resources Inc.
         and its affiliates and subsidiaries, including without limitation the
         Vendors, as well as the assigns and successors of the Franklin
         Entities and its affiliates and subsidiaries. The term "Kinross
         Entities" shall include Kinross, Kinross Gold USA, Inc., Kinam, and
         their respective affiliates, associates, related entities
         predecessors, successors or assigns, and their respective present and
         former employees, officers and directors, including, without
         limitation, John A. Brough, Arthur Ditto, Brian Penny, John M.H.
         Huxley, John W. Ivany and Cameron Mingay.

23.      Effective at the Time of Closing on the Closing Date, and conditional
         upon the acquisition of the Kinross Shares, each of the Vendors, on
         behalf of itself and the other Franklin Entities, on the one hand,
         and Kinross, on behalf of itself and the other Kinross Entities on
         the other hand, waives, releases and forever discharges any and all
         existing and potential civil claims or causes of action, actions,
         complaints, and suits, at law or in equity, known or unknown,
         (including, without limitation, any derivative claims that could be
         brought by the Franklin Entities on behalf of Kinam) from the
         beginning of time, arising from the ownership by the Vendors of the
         Kinam Shares, including those claims which are the subject of the
         Tolling Agreement, dated May 31, 2001 among the Vendors and Kinross,
         Kinross Gold USA, Inc., Kinam, John A. Brough, Arthur Ditto, Brian
         Penny, John M.H. Huxley, John W. Ivany and Cameron Mingay
         (collectively, the "Released Claims"), and including all claims for
         damages (including consequential and incidental damages), interest,
         costs, loss and injury not now known or anticipated but which may
         arise, at any time, from the Released Claims, that the Franklin
         Entities have or may have against the Kinross Entities or that the
         Kinross Entities have or may have against the Franklin Entities or
         any of them. Nothing in this agreement shall limit the effect or
         validity of this release unless so stated herein, provided that
         nothing herein shall be construed to prevent the Franklin Entities,
         or any of them, from seeking recourse against Kinross or Kinam in
         respect of any claim based upon the holding of the Kinam Shares or
         the transactions contemplated by this Agreement ("Third Party Claim")
         which is brought against the Franklin Entities, or any of them, by a
         third party or third parties that deal, and have at all times in the
         past dealt, at arm's length


<PAGE>

                                                                        Page 12


         (within the meaning of the Income Tax Act (Canada)) with the Franklin
         Entities provided, further, that:

         (a)      if the liability of any Franklin Entities in respect of any
                  Third Party Claim is found to be based in whole or in part
                  upon a course of dealings between a Franklin Entity and such
                  third party, the liability of the Kinross and/or Kinam shall
                  be limited to the extent that any liability under such Third
                  Party Claim is found to be attributable to the actions of
                  the Kinross Entities; and

         (b)      no Franklin Entity shall, as a consequence of any such Third
                  Party Claim, obtain any benefit from, or right or recourse
                  against, a Kinross Entity, other than the right of recourse
                  against Kinross and/or Kinam in respect of its liabilities
                  to third parties set forth herein

24.      In the event that the Vendors are required by law to return or
         disgorge all of the Kinross Shares, the foregoing release by the
         Vendors on behalf of the Franklin Entities shall be null and void and
         shall not apply to preclude the assertion and prosecution of any
         Released Claims, except if such return or disgorgement is as a result
         of any action or omission to act on behalf of the Vendors (other than
         actions taken or omissions to act by the Vendors under this
         Agreement);

25.      In the event that Kinross is required by law to return or disgorge
         the Kinam Shares, the foregoing release by Kinross on behalf of the
         Kinross Entities shall be null and void and shall not apply to
         preclude the assertion and prosecution of any of the Released Claims,
         except if such return or disgorgement is as a result of any action or
         omission to act on behalf of Kinross (other than actions taken or
         omissions to act by Kinross under this Agreement);

26.      Nothing in this Agreement shall be considered an admission of
         liability on the part of the Kinross Entities or the Franklin
         Entities in respect of the Released Claims.

27.      The parties hereto agree not to disclose to any person the terms of
         the settlement of this matter, except as may be required by law.

28.      If the Closing Date has not occurred on or prior to June 26, 2001,
         this Agreement may be terminated and the transactions contemplated
         hereby abandoned by either Kinross or the Vendors upon written notice
         to the parties hereto. Notwithstanding the foregoing, or anything to
         the contrary contained herein, in the event that the Vendors provide
         Kinross with notice of a Law Suit as contemplated in paragraph 6(f)
         hereof, Kinross shall have the right to terminate this Agreement at
         any time upon notice to the Vendors.


<PAGE>


                                                                        Page 13


29.      The parties hereto agree to be bound by the terms set forth in
         Schedule B hereof and such Schedule B is incorporated herein and
         forms part of this Agreement. Capitalized terms not otherwise defined
         in Schedule B hereto shall have the meaning ascribed to them herein.

30.      Unless otherwise expressly provided in this Agreement, any notice or
         other communication to be given under this Agreement (a "notice")
         shall be in writing addressed as follows:

         if to Kinross:            Kinross Gold Corporation
                                   52nd  Floor, Scotia Plaza
                                   40 King Street West
                                   Toronto, Ontario  M5H 3Y2

                                   Attention:    Mr. Robert M. Buchan
                                   Telecopier Number:  (416) 363-6622

         with a copy to:           Cassels Brock & Blackwell LLP
                                   Barristers & Solicitors
                                   Scotia Plaza, Suite 2100
                                   40 King Street West
                                   Toronto, Ontario M5H 3C2

                                   Attention:      Cameron A. Mingay
                                   Telecopier Number: (416) 350-6939

         or if to the Vendors:     c/o Franklin Resources Inc.
                                   777 Mariners Island Blvd.
                                   San Mateo, California
                                   U.S.A.  94404

                                   Attention:       Fred Fromm
                                   Telecopier Number: (650) 525- 8725


         with a copy to:           Davies Ward Phillips & Vineberg LLP
                                   1 First Canadian Place, 44th Floor
                                   Toronto, Ontario
                                   M5X 1B1

                                   Attention:     I. Berl Nadler
                                   Telecopier Number: (416) 863-0871

<PAGE>

                                                                        Page 14

         and to:                   Hennigan, Bennett & Dorman
                                   601 South Figuerra Street, Suite 3300
                                   Los Angeles, California 90017

                                   Attention:         James O. Johnston
                                   Telecopier Number: (213) 694-1234

         or to such other address as any of the parties may designate by notice
         given to the others.

         Each notice shall be personally delivered to the addressee or sent by
         fax to the addressee and if delivered or transmitted on a business
         day, shall be deemed to be given and received on that day and, in any
         other case, shall be deemed to be given and received on the first
         business day following the day on which it is delivered or
         transmitted.

31.      This Agreement may be amended or modified only by a written
         instrument executed by the parties hereto, or by their respective
         successors and permitted assigns.

32.      For the purpose of this Agreement, "business day" shall mean a day
         which is not a Saturday, a Sunday or a statutory or civic holiday in
         the Cities of Toronto, Ontario or Los Angeles, California.

33.      This Agreement constitutes the entire agreement among the Franklin
         Entities and the Kinross Entities with respect to the subject matter
         hereof and supersedes all prior and contemporaneous agreements,
         representations, warranties, and understandings of the parties,
         whether oral, written, or implied, as to the subject matter hereof.

34.      Each party acknowledges that it has been represented by counsel and
         has received independent legal advice regarding the negotiation and
         execution of this Agreement. Each party agrees that any rule of
         interpretation or construction to the effect that ambiguities are to
         be resolved against the drafting party will not be employed in the
         interpretation, construction, or enforcement of this Agreement.

If you are in agreement with the foregoing, please so indicate by signing and
returning to us the enclosed copy of this letter by not later than 5:00 p.m.
(Toronto time) on June 12, 2001 whereupon this shall become a binding
commitment of the parties.


<PAGE>

                                                                        Page 15



                                     Yours very truly,

                                     KINROSS GOLD CORPORATION

                                     Per:   "Robert Buchan"
                                         --------------------


                                     Per:   "John Ivany"
                                         --------------------




<PAGE>

                                                                        Page 16


         Agreed and accepted as of this 12th day of June, 2001.

                                     INCOME SERIES, a series of
                                     FRANKLIN CUSTODIAN FUNDS, INC.


                                     Per:    "Fred Fromm"
                                         ---------------------



                                     FRANKLIN INCOME SECURITIES FUND,
                                     a series of FRANKLIN TEMPLETON
                                     VARIABLE INSURANCE PRODUCTS
                                     TRUST

                                     Per:      "Fred Fromm"
                                         ------------------------



<PAGE>


                                                                        Page 17





                                 Schedule "A"


                                                       June  , 2001


Franklin Custodian Funds, Inc.               Hennigan, Bennett & Dorman
777 Mariners Island Blvd.                    601 South Figueroa Street
San Mateo, CA                                Suite 3300
U.S.A. 94404                                 Los Angeles, CA
                                             U.S.A. 90017


Franklin Income Securities Fund              Davies Ward Phillips & Vineberg LLP
777 Mariners Island Blvd.                    44th Floor
San Mateo, CA                                1 First Canadian Place
U.S.A. 94404                                 Toronto, ON M5X 1B1


                           Kinross Gold Corporation
                           ------------------------

          We have acted as counsel to Kinross Gold Corporation (the
"Corporation") in connection with the letter agreement (the "Agreement") dated
June ?, 2001 between the Franklin Custodian Funds, Inc. and Franklin Income
Securities Fund (collectively, the "Vendors") and the Corporation relating to
the purchase by the Corporation from the Vendors of 800 Series B Preferred
Shares (the "Kinam Shares") of Kinam Gold, Inc. in consideration of the
issuance by the Corporation to the Vendors of 21,500,000 common shares (the
"Offered Shares") in the capital of the Corporation. This opinion is being
delivered to you pursuant to Section     of the Agreement.

          As counsel to the Corporation, we have participated in the
preparation of the Corporation's preliminary short form prospectus in the
English language dated          , 2001 relating to the offering of the Offered
Shares to the Vendors (the "Preliminary Prospectus"), the Corporation's
(final) short form prospectus in the English language dated ?, 2001 relating
to the offering of the Offered Shares (the "Prospectus") and, together with
Davies Ward Phillips & Vineberg LLP and Hennigan, Bennett & Dorman, counsel to
the Vendors, have participated in the preparation of the Agreement.

          In connection with the opinions hereinafter expressed, we have made
such investigations and we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such certificates of public
officials and officers of the Corporation, such statutes and regulations, such
rules, blanket rulings and orders of application and published policy
statements of the Ontario Securities Commission (the "OSC") (collectively
referred to herein as "Ontario Securities Laws") and such other certificates,
documents and records as we have considered necessary or relevant including,
without limitation, the constating documents of the Corporation, and have


<PAGE>


                                                                        Page 18


considered such questions of law as we have considered relevant and necessary
as a basis for the opinions expressed herein.

          For the purposes of the opinions herein expressed, we have (without
independent investigation or verification):

     (1)  as to certain matters of fact, relied exclusively upon certificates
          of an officer of the Corporation, copies of which have been
          delivered to the Vendors and their counsel on the date hereof;

     (2)  assumed the genuineness of all signatures, the legal capacity of all
          individuals, the authenticity of all documents and instruments
          submitted to us as originals, the conformity to originals of all
          documents submitted to us as certified, telecopied or photostatic
          copies or facsimiles thereof and the authenticity of the originals
          of such copies and facsimiles;

     (3)  assumed that the Vendors have all necessary power and authority to
          execute and deliver the Agreement and perform their obligations
          thereunder and that the Agreement has been duly authorized, executed
          and delivered by, and is a legal, valid and binding obligation of,
          and is enforceable in accordance with its terms against the Vendors
          by the Corporation;

     (4)  assumed that at the time of any distribution of or trade in
          securities of the Corporation hereinafter referred to, no order,
          ruling or decision is in effect that restricts any trades in such
          securities or that affects any person or company who engages in any
          such trades, including, without limitation, any cease trade orders;

     (5)  with respect to our opinion expressed in paragraph 1, relied
          exclusively on a certificate of status from the Ontario Ministry of
          Consumer and Commercial Relations in respect of the Corporation
          dated ................., 2001, a copy of which has been delivered to
          the Vendors and their counsel;

     (6)  with respect to our opinion expressed in paragraph 2 as to the
          issued and outstanding common shares and preferred shares of the
          Corporation, relied exclusively on a certificate of the transfer
          agent of the Corporation, a copy of which has been delivered to the
          Vendors and their counsel;

     (7)  with respect to our opinion expressed in paragraph 10, relied
          exclusively on a letter of The Toronto Stock Exchange (the "TSE
          Letter") dated ..............., a copy of which has been delivered
          to the Vendors and their counsel; and



<PAGE>


                                                                        Page 19


     (8)  with respect to our opinion expressed in paragraph 11, relied
          exclusively on a certificate dated ?, 2001 of the Deputy Director of
          the OSC, a copy of which has been delivered to the Vendors and their
          counsel.

          The opinion expressed in paragraph 7 as to the enforceability of the
Agreement against the Corporation is subject to:

     (1)  bankruptcy, insolvency and other laws affecting the rights of
          creditors generally;

     (2)  the qualification that equitable remedies, including, without
          limitation, specific performance and injunctive relief, may be
          granted only in the discretion of a court of competent jurisdiction;

     (3)  the qualification that a court has discretionary power to grant
          relief from forfeiture, to stay proceedings before it and to stay
          executions of judgments; and

     (4)  any limitations of applicable law on rights of indemnity,
          contribution or waiver provided in the Agreement.

          We are solicitors qualified to practise law in the Province of
Ontario and we express no opinion herein as to any laws, or any other matters
governed by any laws, other than the laws of the Province of Ontario and the
federal laws of Canada applicable therein in force on the date hereof.

          The opinions herein are limited to the laws of the Province of
Ontario and the federal laws of Canada applicable therein in effect as of the
date hereof and we disclaim any obligation to advise you of any change after
the date hereof in any such laws affecting any matter set forth herein, and we
express no opinion as to the effect of any subsequent course of dealing or
conduct between the parties referred to herein.

          Based and relying upon and subject to the foregoing, we are of the
opinion that, as at the date hereof:

     1.   The Corporation is a corporation existing under the Business
          Corporations Act (Ontario).

     2.   The authorized capital of the Corporation consists of an unlimited
          number of common shares, ... series 1 preferred shares and ...
          series 2 preferred shares, of which ... common shares ... series 1
          preferred shares and ... series 2 preferred shares, are issued and
          outstanding as fully paid and non-assessable.



<PAGE>

                                                                        Page 20



     3.   The Corporation has all necessary corporate power and authority to
          carry on its business as now being conducted and to execute and
          deliver the Agreement and to perform its obligations thereunder.

     4.   The execution and delivery of the Agreement by the Corporation and
          the performance of its obligations thereunder have been duly
          authorized by all necessary corporate action on the part of the
          Corporation.

     5.   The (a) execution and delivery of the Agreement by the Corporation
          and the performance of its obligations thereunder, (b) the issue and
          sale of the Offered Shares and (c) the purchase of the Kinam Shares
          by the Corporation from the Vendors under the Agreement will not
          contravene, result in a breach of or constitute a default under the
          articles or by-laws of the Corporation or any laws of the Province
          of Ontario or any federal law of Canada applicable in that province
          to the Corporation [or Kinam].

     6.   All necessary corporate action has been taken by the Corporation to
          authorize (a) the issuance and sale of the Offered Shares and (b)
          the purchase of the Kinam Shares.

     7.   The Agreement has been duly executed and delivered by the
          Corporation and constitutes a legal, valid and binding obligation of
          the Corporation, enforceable against the Corporation by the Vendors
          in accordance with its terms.

     8.   Computershare Trust Company of Canada at its principal office in the
          City of Toronto has been appointed by the Corporation as the
          transfer agent and registrar for the common shares of the
          Corporation.

     9.   All necessary documents have been filed, all requisite proceedings
          have been taken and all other legal requirements have been fulfilled
          under the laws of the Ontario Securities Laws in order to qualify
          the Offered Shares for distribution in the Province of Ontario to
          the Vendors by the Corporation and the purchase of the Kinam Shares
          pursuant to the Agreement.

     10.  The TSE has conditionally approved the listing of the Offered
          Shares, subject to the Corporation fulfilling the listing conditions
          set forth in the TSE Letter.

     11.  The Corporation is a reporting issuer as defined in the Securities
          Act (Ontario) (the "Act") and is not included on the list of
          defaulting reporting issuers maintained by the OSC in accordance
          with Section 72(9) of the Act.


<PAGE>

                                                                        Page 21



          This opinion is being provided solely for the benefit of the parties
to whom it is addressed in connection with the issuance and sale of the
Offered Shares and the purchase of the Kinam Shares today and may not be used
or relied upon by any such party for any other purpose or relied upon by any
other person for any purpose whatsoever without our prior written consent.


                                               Yours very truly,


<PAGE>

                                                                        Page 22


                                 Schedule "B"

1.(a)     The Vendors shall have the right, subject to compliance with the
          other terms of this Agreement, by written notice (the "Demand
          Notice") given to the Corporation, to request the Corporation to (i)
          file in the Province of Ontario and obtain a receipt (the "Receipt")
          for a final prospectus (the "Qualifying Prospectus") from the
          Ontario Securities Commission (the "OSC"); and (ii) file a
          registration statement (the "Registration Statement"), pursuant to
          the multijurisdictional disclosure system, with the United States
          Securities and Exchange Commission (the "SEC") solely for the
          purpose of registering the resale of the Kinross Shares under the
          Securities Act and the Corporation shall use its best efforts to
          file, and obtain the Receipt for, the Qualifying Prospectus and to
          file and cause to become effective the Registration Statement in
          each instance within 15 days of receipt of the Demand Notice (the
          "Demand Registration"), subject to the following terms. References
          herein to the Registration Documents shall include the preliminary
          prospectus filed with the OSC qualifying the offer or sale of the
          Kinross Shares, the Qualifying Prospectus, the Registration
          Statement and any amendments or supplements thereto;

(b)       The Corporation shall not be required to file a Registration
          Document in connection with a disposition of less than 2,500,000
          Kinross Shares (the "Qualified Shares");

(c)       With the Demand Notice, the Vendors shall deliver to the Corporation
          a certificate of an authorized representative of the Vendors
          certifying that (i) the Registration Statement is necessary to
          effect a distribution of the Qualified Shares covered by the Demand
          Notice in the United States; and (ii) the Vendors have complied with
          the conditions set forth in 1(h) hereof;

(d)       The Vendors, collectively, shall be entitled to a total of two
          Demand Registrations during the first year of the Term (as
          hereinafter defined) and an additional two Demand Registrations
          during the second year of the Term, provided that, if the Vendors do
          not utilize any or both of the Demand Registrations in the first
          year of the Term, they shall be entitled to utilize such unutilized
          Demand Registrations in the second year of the Term. For greater
          certainty, the Vendors, collectively, shall only be entitled to a
          maximum of four Demand Registrations during the Term.

(e)       The disposition of the Qualified Shares shall be completed within
          five business days of the date upon which the Registration Statement
          becomes effective;

(f)       The Corporation shall be entitled to postpone the filing of a
          Registration Document for a reasonable period of time, but not in
          excess of 60 days after the


<PAGE>

                                                                        Page 23


          date of any Demand Notice or suspend the use of any effective
          Registration Document (including without limitation, a preliminary
          prospectus) for a reasonable period of time, but not in excess of 60
          days (either, a "Delay Period"), if the Board of Directors of the
          Corporation determines that in its reasonable judgment and good
          faith the registration and distribution of the Qualified Shares
          would materially interfere with any pending material financing,
          acquisition or corporate reorganization or other material corporate
          development involving the Corporation or any of its subsidiaries or
          would require premature disclosure thereof pursuant to applicable
          laws (each, a "Valid Business Reason"). The Corporation shall
          promptly deliver to the Vendors a certificate of an authorized
          representative of the Corporation certifying to the Vendors that
          such a delay is necessary for one of the foregoing permitted reasons
          (the "Delay Notice"). The Delay Notice shall also contain a general
          statement of the reasons for such postponement and an approximation
          of the anticipated delay. Within five business days of delivery of
          the Delay Notice, the Vendors shall have the right to withdraw the
          Demand Notice and such request shall not be deemed a Demand Notice
          or affect the number of available Demand Registrations under
          subparagraph (d) above. A period of at least 60 days shall have
          elapsed between the termination of any Delay Period and the
          commencement of the immediately succeeding Delay Period. The
          Corporation shall provide the Vendors with notice that the Valid
          Business Reason no longer exists following the occurrence thereof,
          upon which the Delay Period shall terminate;

(g)       The Corporation shall immediately notify the Vendors of the
          happening of any event as a result of which any Registration
          Document, as then in effect, would include a misrepresentation (as
          such term is defined in the Securities Act (Ontario)) or an untrue
          statement of a material fact or omit to state any material fact
          required to be stated therein or necessary to make any statement
          therein not misleading in the light of the circumstances in which it
          was made, and the Corporation shall, subject to its right to suspend
          the effectiveness of a Registration Document in accordance with
          section 1(f), prepare and furnish to the Vendors as promptly as
          practicable a reasonable number of copies of a supplement to or an
          amendment of the applicable Registration Document as may be
          necessary so that, as thereafter delivered to the purchasers of the
          Qualified Shares, such document shall not include a
          misrepresentation or an untrue statement of a material fact or omit
          to state a material fact required to be stated therein or necessary
          to make any statement therein not misleading in the light of the
          circumstances in which it was made. The Vendors agree that, upon
          receipt of any such notice from the Corporation, they shall
          forthwith discontinue the offering or sale of the Qualified Shares
          covered by such Registration Document until the receipt of the
          copies of the supplemented or amended Registration Document or until
          the Vendors are advised in writing by the Corporation that the use
          of the applicable Registration Documents may be resumed, and have
          received copies of any amended or supplemented Registration Document
          or any


<PAGE>

                                                                        Page 24


          additional or supplemental filings which are incorporated, or
          deemed to be incorporated, by reference in such Registration
          Documents and delivered such amended or restated Registration
          Documents to all persons to whom materials were originally provided
          and if requested by the Corporation, the Vendors shall deliver to
          the Corporation all copies then in its possession of the
          Registration Documents covering such Qualified Shares at the time of
          receipt of such request;

(h)       The Vendors agree not to (i) engage in any distribution of the
          Kinross Shares in the United States in violation of the Securities
          Act or the requirements of any other applicable securities laws or
          (ii) utilize any material other than the applicable Registration
          Documents, and the documents incorporated by reference therein, in
          connection with the distribution of the Qualified Shares;

(i)       The term of the Vendors' registration rights under this schedule
          (the "Term") shall be from the Closing Date until the second
          anniversary of the Closing Date; provided however that the
          Corporation shall not be obligated to file a Registration Document
          for any sale by the Vendors that would be completed after such
          second year anniversary;

(j)       The Corporation may require the Vendors to furnish such information
          regarding the Vendors and their intended method of offering or sale
          of such Qualified Shares as it may from time to time reasonably
          request in writing. If any such information is not furnished within
          a reasonable period of time after receipt of such request for use in
          the Registration Documents, the Corporation shall not be required to
          file the Qualifying Prospectus and Registration Statement or obtain
          the Receipt for the Qualifying Prospectus;

(k)       If (i) a Demand Registration is required within 90 calendar days of
          the Corporation's fiscal year end and the Corporation would be
          required, pursuant to applicable securities laws, to include in the
          Registration Document audited financial statements as of and for
          such fiscal year; or (ii) the Corporation would be required to
          include proforma financial statements and/or historical financial
          statements for a significant acquisition or a significant
          disposition (as such terms are defined in OSC Rule 44-101), the
          Corporation may delay the filing of such Registration Document for
          such period as is reasonably necessary to include therein the
          applicable financial statements but, in any event, not more than 60
          days. Such delay shall constitute a Delay Period and the Vendors
          shall have the rights and the Corporation shall have the obligations
          under subparagraph 1(f) hereof; and

(l)       The Corporation covenants to (i) maintain its status as a reporting
          issuer in good standing in the Province of Ontario; (ii) timely file
          with all securities commissions and securities regulatory
          authorities in each of the provinces of Canada having jurisdiction
          over it all documents required to be filed by it with such
          authorities


<PAGE>

                                                                        Page 25

          and maintain its common shares listed and posted for
          trading on the Toronto Stock Exchange for a period of at least two
          years from the Closing Date. The Corporation covenants to timely
          file with the SEC all reports and documents required to be filed by
          it under the Securities Act and the U.S. Securities Exchange Act of
          1934, as amended, (the "Exchange Act") for a period of at least two
          years from the Closing Date.

(m)       The Corporation shall use its best efforts to register and qualify
          the Qualified Shares covered by any Demand Registration or Modified
          Piggyback Registration (as described in Section 3(b)), under such
          other securities or Blue Sky laws of such jurisdictions as shall be
          reasonably requested by the Vendors provided that the Corporation
          shall not be required in connection therewith or as a condition
          thereto to qualify to do business, file a general consent to service
          of process or become subject to taxation in any such states or
          jurisdictions unless the Corporation is already subject to service
          or taxation, as applicable, in such jurisdiction and except as may
          be required by the Securities Act.

2.(a)     Indemnification by the Corporation. The Corporation shall,
          without limitation as to time, indemnify and hold harmless, to the
          full extent permitted by law, the Vendors their respective
          directors, officers, fiduciaries, employees and stockholders, from
          and against any and all losses, claims, damages and liabilities
          (joint or several), actions or proceedings (whether commenced or
          threatened), judgments, costs (including, without limitation, costs
          of preparation and reasonable attorneys' fees) and expenses
          (including any amounts paid in any settlement effected with the
          Corporation's consent, which consent shall not be unreasonably
          withheld) to which each such indemnified person may become subject
          (collectively, "Losses"), as incurred, arising out of or based upon
          any untrue or alleged untrue statement of a material fact contained
          in any Registration Document utilized in connection with a Demand
          Registration or Modified Piggyback Registration hereunder, or
          arising out of or based upon any omission or alleged omission of a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading, except insofar as the same are
          based upon information furnished in writing to the Corporation by or
          on behalf of any Vendor or its affiliates expressly for use therein;
          The Corporation shall, without limitation as to time, indemnify and
          hold harmless, to the full extent permitted by law, the Vendors
          their respective directors, officers, fiduciaries, employees and
          stockholders, from and against any and all Losses arising out of or
          based upon any action or omission to act by the Corporation, in
          contravention of the Securities Act, Exchange Act or any other
          applicable law, rule or regulation. Notwithstanding the forgoing,
          the Corporation shall not be liable to such Vendor to the extent
          that any such Losses arise out of or are based upon an untrue
          statement or alleged untrue statement or omission or alleged
          omission made in any preliminary prospectus if (a) having previously
          been furnished by or on behalf of the Corporation with copies of the
          Qualifying Prospectus, such


<PAGE>

                                                                        Page 26



          Vendor failed to send or deliver a copy of the Qualifying Prospectus
          with or prior to the delivery of written confirmation of the sale of
          Qualified Shares by such Vendor to the person asserting the claim
          from which such Losses arise and (b) the Qualifying Prospectus would
          have corrected in all material respects such untrue statement or
          alleged untrue statement or such omission or alleged omission; and
          provided further, however, that the Corporation shall not be liable
          in any such case to the extent that any such Losses arise out of or
          are based upon an untrue statement or alleged untrue statement or
          omission or alleged omission in the Qualifying Prospectus, if (c)
          such untrue statement or alleged untrue statement, omission or
          alleged omission is corrected in all material respects in an
          amendment or supplement to the Qualifying Prospectus; (d) having
          previously been furnished by or on behalf of the Corporation with
          copies of the Registration Documents as so amended or supplemented,
          such Vendor thereafter fails to deliver such Registration Document
          as so amended or supplemented, prior to or concurrently with the
          sale of the Qualified Shares; provided further that the Corporation
          shall not be liable to such Vendor to the extent that any such
          Losses arise out of or are based upon any offer or sale by the
          Vendors of the Kinross Shares or any action or omission to act by
          the Vendors, in contravention of the Securities Act, Exchange Act or
          any other applicable law, rule or regulation; provided further that
          the Corporation shall not be liable to such Vendor to the extent
          that any such Losses arise out of or are based upon any offer or
          sale by the Vendors of the Kinross Shares following delivery by the
          Corporation to the Vendors of a suspension notice as contemplated in
          subparagraph 1(f) above;

(b)       Indemnification by the Vendors. The Vendors jointly and severally
          agree to indemnify, without limitation as to time, to the full
          extent permitted by law, the Corporation its directors, officers,
          subsidiaries, fiduciaries, employees and stockholders, from and
          against any and all losses, claims, damages and liabilities (joint
          or several), actions or proceedings (whether commences or
          threatened), judgments, costs (including, without limitation, costs
          of preparation and reasonable attorneys' fees) and expenses
          (including any amounts paid in any settlement effected with the
          Vendors' consent, which consent shall not be unreasonably withheld)
          to which each such indemnified person may become subject
          (collectively, "Losses"), arising out of or based upon any untrue or
          alleged untrue statement of a material fact contained in such
          Registration Document or Modified Piggyback Registration hereunder,
          or arising out of or based upon any omission or alleged omission of
          a material fact required to be stated therein or necessary to make
          the statements therein not misleading, to the extent, but only to
          the extent, that such untrue or alleged untrue statement or omission
          or alleged omission is based upon any information so furnished in
          writing by or on behalf of such Vendor or its affiliates to the
          Corporation expressly for use in such Registration Document; The
          Vendors jointly and severally agree to indemnify, without limitation
          as to time, to the full extent permitted by law, the Corporation its


<PAGE>


                                                                        Page 27


          directors, officers, subsidiaries, fiduciaries, employees and
          stockholders, from and against any and all Losses arising out of or
          based upon (a) any offer or sale by the Vendors of the Kinross
          Shares or any action or omission to act by the Vendors, in
          contravention of the Securities Act, Exchange Act or any other
          applicable law, rule or regulation; and (b) any offer or sale by the
          Vendors of the Kinross Shares following delivery by the Corporation
          to the Vendors of a suspension notice as contemplated in
          subparagraph 1(f) above; Notwithstanding the foregoing, the Vendors
          shall not be liable to the Corporation to the extent that any such
          Losses arise out of or are based upon any action or omission to act
          by the Corporation, in contravention of the Securities Act, Exchange
          Act or any other applicable law, rule or regulation; provided
          further that the aggregate amount which the Vendors shall be
          required to pay pursuant to this subparagraph 2(b) shall in no case
          be greater than the amount of the net proceeds received upon the
          sale of the Qualified Shares pursuant to the Registration Documents
          giving rise to such Loss.

Modified Piggyback Rights.

3.        (a) If the Corporation proposes to qualify, pursuant to a final
          short form prospectus filed with any Canadian securities regulatory
          authority or registration statement filed with the SEC (other than a
          registration statement on Form S-8 or any successor (or foreign
          private issue equivalent) forms thereto), any common shares in the
          capital of the Corporation pursuant to applicable securities laws
          with respect to a public offering of such securities (the "Public
          Offering") solely for cash for its own account, then the Corporation
          shall give written notice of this intention to do so to the Vendors
          at least fifteen (15) days before the anticipated filing of the
          preliminary short form prospectus in connection with such offering
          unless such Public Offering is on a bought deal basis, in which case
          the Corporation shall give the Vendors at least two business days
          prior notice to filing the preliminary prospectus. Such notice shall
          offer the Vendors the opportunity to qualify and register pursuant
          to the multijurisdictional disclosure system the offering or sale of
          such amount of Qualified Shares as they may request (a "Modified
          Piggyback Registration") for the Vendors to effect a distribution
          pursuant to the Securities Act. Upon the written request of the
          Vendors delivered to the Corporation within five (5) business days
          of the date of the aforesaid notice, unless such Public Offering is
          on a bought deal basis, in which case the Vendors shall deliver such
          request within two business days of such aforementioned notice, the
          Corporation shall use its reasonable best efforts to register and
          qualify the offer or sale of the Qualified Shares, as requested by
          the Vendors. The Corporation shall include in each such Modified
          Piggyback Registration all such Qualified Shares as directed by the
          Vendors. Notice of a Modified Piggyback Registration delivered by
          the Vendor shall not be deemed to be a Demand Notice or prevent the
          Vendors from making requests under paragraph 1(d) above.
          Notwithstanding the foregoing, the Corporation shall not


<PAGE>

                                                                        Page 28


          be required to effect a Modified Piggyback Registration if (i) the
          conditions set forth in paragraph 1 (c) and 1 (e) above have not
          been satisfied, in the event that the Corporation is not filing a
          registration statement with the SEC, in connection with the Public
          Offering; or (ii) the conditions set forth in paragraph 1 (c)(ii)
          and 1 (e) above have not been satisfied, in the event that the
          Corporation is filing a registration statement with the SEC in
          connection with the Public Offering.

         (b) Nothing herein shall create any liability on the part of the
         Corporation to the Vendors if the Corporation in its sole discretion
         should decide not to file a Registration Document pursuant to this
         paragraph or to withdraw such Registration Document subsequent to its
         filing, regardless of any action whatsoever that the Vendors may have
         taken, whether as a result of the issuance by the Corporation of any
         notice hereunder or otherwise.

         (c) The Vendors shall have the right to withdraw their request for
         inclusion of the Qualified Shares in the Registration Documents by
         giving written notice to the Corporation of such request to withdraw
         provided that such request is received at least five (5) business
         days preceding the filing of the final prospectus relating to such
         Modified Piggyback Registration.


Expenses


4.        Whether or not any Registration Document is filed or becomes
          effective, as the case may be, the Corporation shall pay all costs,
          fees and expenses incident to the Corporation's performance of or
          compliance with this Agreement, including: (i) all registration and
          filing fees; (ii) all fees and expenses of compliance with
          applicable securities laws; (iii) legal and auditor fees of the
          Corporation and (iv) printing and copying expenses. Notwithstanding
          the foregoing, the fees and expenses of any persons retained by the
          Vendors, including, without limitation, legal counsel, and any
          discounts, commissions or brokers' fees or fees of similar
          securities industry professionals and any transfer taxes relating to
          the disposition of the Qualified Shares by the Vendors will be
          payable by the Vendors and the Corporation shall have no obligation
          to pay any such amounts.

Assignment

5.        The Vendors may assign (the "Transfer") all or part of their rights
          under sections 1 and 2 hereof, to a transferee (the "Transferee") of
          the Kinross Shares provided that:

         (a) the  Vendors shall have transferred at least 2,500,000 Kinross
         Shares ("the "Transferred Shares") to the Transferee;


<PAGE>


                                                                        Page 29


         (b) such Transferee shall be entitled to one Demand Registration of
         such Transferred Shares for each 2,500,000 Kinross Shares; provided,
         however, that the Corporation shall not be obligated to file a
         Registration Document for any sale by the Transferee that would be
         completed after the second anniversary of the Closing Date;

         (c) the Corporation shall have been provided with prior written notice
          of the Transfer;

         (d) the Transferee agrees to be bound by the terms of this
         schedule B; and

         (e) any Demand Registration utilized by the Transferee shall be
         deemed to be a Demand Registration of the Vendors and shall count
         against those permitted to be used by the Vendors pursuant to
         subparagraph 1(d) hereof. For greater certainty, the Vendors,
         Transferees and any successors or assigns thereof, shall only be
         entitled, collectively and in the aggregate, to a maximum of four
         Demand Registrations as set out in subparagraph 1(d) hereof.

<PAGE>

                                                                     EXHIBIT B

June 15, 2001



Capital Pro International, Inc.
Rue Robert de Traz
1206 Geneva, Switzerland

Attention:  Oswaldo Carciente

Dear Sir:

Re:      Purchase of Series B Preferred Shares in the Capital of Kinam Gold Inc.

This letter agreement (the "Agreement") provides for the purchase (the "Share
Purchase") by Kinross Gold Corporation, ("Kinross") from Capital Pro
International, Inc. (the "Vendor") of 82,700 Series B Preferred Shares (the
"Kinam Shares") in the capital of Kinam Gold Inc. ("Kinam") on the terms and
conditions set forth herein.

1.   The Vendor hereby agrees to sell and Kinross agrees to purchase the Kinam
     Shares on the terms and subject to the conditions set forth herein.

2.   The purchase price for the purchase by Kinross of the Kinam Shares,
     including any accrued and unpaid dividends thereon, shall be paid and
     satisfied by the issuance and delivery by Kinross to the Vendor at the
     Time of Closing (as hereinafter defined) of 1,528,012 common shares in
     the capital of Kinross (the "Kinross Shares").

3.   The Kinross Shares shall be qualified for distribution to the Vendor
     pursuant to a (final) short form prospectus (the "Prospectus") to be
     filed in the Province of Ontario. Kinross agrees to use its reasonable
     commercial efforts to file, and obtain a receipt for, the Prospectus in
     the Province of Ontario on or before the date that is thirty (30) days
     from the date hereof (the "Filing Date").

4.   The closing (the "Closing") of the transaction contemplated herein shall
     occur at the offices of Cassels Brock & Blackwell LLP, Scotia Plaza,
     Suite 2100, 40 King Street West, Toronto, Ontario, at 8:00 a.m. (Toronto
     time) (the "Time of Closing") on or about the fifth business day
     following the Filing Date (the "Closing Date").

5.   The Vendor hereby represents and warrants to Kinross as follows and
     acknowledges that Kinross is relying thereon in connection with its
     entering into of this Agreement and the consummation of the transactions
     contemplated hereby:

<PAGE>

                                                                        Page 2


     (a)  the Vendor is duly created or incorporated and validly existing
          under the laws of its incorporation;

     (b)  the Vendor is the beneficial owner of the Kinam Shares, and has full
          legal right, power and authority to enter into this Agreement and to
          sell, assign, transfer and convey the Kinam Shares pursuant to the
          terms hereof;

     (c)  the Vendor has good and valid legal title to the Kinam Shares free
          and clear of any mortgages, liens, charges, pledges, trading
          restrictions, security interests or encumbrances, shareholders
          agreements, pooling agreements, voting trust agreements or other
          contracts (including, without limitation, any contract restricting
          or otherwise relating to the voting, dividend rights or disposition
          of the Kinam Shares) or any rights of any other person or entity to
          acquire any ownership interest in or vote any of the Kinam Shares
          (collectively, the "Encumbrances") and Kinross may purchase and hold
          and enjoy the same free and clear and absolutely released and
          discharged of any and all former and other bargains, sales, gifts,
          grants, titles, charges and Encumbrances;

     (d)  this Agreement has been duly executed and delivered by the Vendor
          and constitutes a valid and binding obligation of the Vendor,
          enforceable against it in accordance with its terms, except as the
          enforcement thereof may be limited by bankruptcy laws and other laws
          of general application relating to creditors' rights or general
          principles of equity;

     (e)  all necessary corporate action has been taken by the Vendor to
          authorize and approve the entering into and delivery of this
          Agreement, and the performance of its obligations and the
          consummation of the transactions contemplated hereby and all other
          matters relating thereto;

     (f)  the execution and delivery by the Vendor of this Agreement and all
          other agreements and instruments to be executed and delivered by the
          Vendor as contemplated herein and the performance of the obligations
          of the Vendor provided for herein and therein and the consummation
          of the transactions contemplated hereby and therein:

          (i)  do not require any consent, approval or authorization of any
               governmental agency or regulatory authority (each, a
               "Governmental Authorization") and do not require any notice
               under any agreement, law, rule or regulation;

          (ii) do not conflict with or result in a breach of or violation of
               any of the provisions of its constating or governing documents;


<PAGE>

                                                                        Page 3


          (iii) do not result in the violation of any law of any jurisdiction
               to which it or any of its assets, rights and properties is
               subject;

          (iv) do not result in the breach of any material agreement,
               instrument or document or Governmental Authorization to which
               it is a party or by which it is bound; and

          (v)  do not result in the violation of any judgment, order, writ,
               injunction or decree of any court or other regulatory or
               administrative body binding upon it or any of its assets,
               rights and properties;

     (g)  the Vendor is not a U.S. Person within the meaning of Regulation S
          under the United States Securities Act of 1933 (the "Securities
          Act"); and

     (h)  the Vendor understands that the Kinross Shares have not been and are
          not being registered under the Securities Act or any state
          securities laws.

6.   The Vendor covenants and agrees with Kinross that it will use its
     reasonable commercial efforts to perform the following covenants on or
     before the Closing Date:

     (a)  fulfil all necessary requirements and take all necessary action to
          permit the consummation of the transactions contemplated hereby,
          including the transfer of the Kinam Shares to Kinross and the
          delivery of the share certificates therefor duly endorsed for
          transfer, free and clear of all Encumbrances;

     (b)  cause each of the conditions precedent set forth herein for the
          benefit of Kinross to be complied with and take such measures as may
          be necessary or desirable to fulfil its obligations hereunder and
          implement the Share Purchase; and

     (c)  obtain all requisite Governmental Authorizations and other approvals
          required to be obtained by it to authorize and approve the transfer
          of the Kinam Shares to Kinross and all other matters relating
          thereto.

7.   Kinross hereby represents and warrants to the Vendor as follows and
     acknowledges that the Vendor are relying thereon in connection with its
     entering into of this Agreement and the consummation of the transaction
     contemplated hereby:

     (a)  Kinross is a corporation duly continued and validly existing in good
          standing under the laws of the Province of Ontario;


<PAGE>


                                                                        Page 4



     (b)  this Agreement has been duly executed and delivered by Kinross and
          constitutes a valid and binding obligation of Kinross, enforceable
          against Kinross in accordance with its terms, except as the
          enforcement thereof may be limited by bankruptcy laws and other laws
          of general application relating to creditors' rights or general
          principles of equity;

     (c)  all necessary corporate action has been taken by Kinross to
          authorize and approve the entering into and delivery of this
          Agreement, and the performance of its obligations hereunder and the
          consummation of the transactions contemplated hereby, including,
          without limitation, the issuance and creation of the Kinross Shares
          and all other matters relating thereto;

     (d)  the execution and delivery by Kinross of this Agreement and all
          other agreements and instruments to be executed and delivered by
          Kinross as contemplated herein and the performance of the
          obligations of Kinross provided for herein and therein and the
          consummation of the transactions contemplated hereby and thereby:

          (i)  do not require any Governmental Authorization or any notice
               under any agreement or any law, regulation or rule except for
               (i) the filing of applicable forms and fees with, and the
               approval of, the Toronto Stock Exchange; (ii) the filing of a
               material change report and the appropriate forms with, and the
               approval of, the applicable securities regulatory authorities;
               and (iii) the filing a preliminary prospectus and the
               Prospectus and the obtaining of receipts therefore from the
               Ontario Securities Commission;

          (ii) do not conflict with or result in a breach of or violation of
               any of the provisions of the constating documents of Kinross;

          (iii) do not result in the violation of any law of any jurisdiction
               to which Kinross or any of its assets, rights and properties is
               subject;

          (iv) do not result in the breach of any material agreement or
               Governmental Authorization to which Kinross is a party or by
               which Kinross or any of its assets, rights and properties is
               bound; and

          (v)  do not result in the violation of any judgment, order, writ,
               injunction or decree of any court or other regulatory or
               administrative body binding upon it or any of its assets,
               rights and properties;

     (e)  the common shares of Kinross are listed and posted for trading on
          the Toronto Stock Exchange;


<PAGE>

                                                                        Page 5



     (f)  Kinross is a reporting issuer under the securities laws of each of
          the provinces of Canada and is not on the list of defaulting
          reporting issuers under the securities laws thereof; and

     (g)  at the Time of Closing: (i) the Kinross Shares will be duly and
          validly authorized and (ii) upon receipt by Kinross of the Kinam
          Shares, the Kinross Shares will be issued as fully paid and
          non-assessable shares in the capital of Kinross.

8.   Kinross covenants and agrees with the Vendor that it will use its
     reasonable commercial efforts to perform the following covenants on or
     before the Closing Date:

     (a)  fulfil all necessary requirements and take all necessary actions to
          permit the consummation of the transactions contemplated hereby,
          including the issuance of the Kinross Shares to the Vendor and
          delivery of the share certificates therefor and ensuring that such
          Kinross Shares may be issued in compliance with all applicable
          securities laws;

     (b)  obtain the approval of the Toronto Stock Exchange for the listing of
          the Kinross Shares as of the Closing Date;

     (c)  cause each of the conditions precedent set forth herein for the
          benefit of the Vendor to be complied with on or before the Closing
          Date and take such measures as may be necessary or desirable to
          fulfil its obligations hereunder and implement the Share Purchase;

     (d)  obtain all requisite Governmental Authorizations or other approvals
          required to be obtained by Kinross to authorize and approve the
          issuance of the Kinross Shares and all other matters relating
          thereto; and

     (e)  file and obtain a receipt for the Prospectus from the Ontario
          Securities Commission on or before the Filing Date.

9.   The obligation of Kinross to consummate the Share Purchase is subject to
     the satisfaction (or waiver by Kinross) of the following terms and
     conditions at or prior to the Time of Closing:

     (a)  the representations and warranties of the Vendor contained in this
          Agreement shall be true and correct in all material respects as of
          the Time of Closing with the same force and effect as if made as of
          the Time of Closing and Kinross shall have received a certificate
          from a senior officer of the Vendor confirming the foregoing;


<PAGE>

                                                                        Page 6



     (b)  the Vendor shall have delivered to Kinross the share certificates
          representing the Kinam Shares, duly endorsed for transfer;

     (c)  the covenants of the Vendor to be performed on or before the Closing
          Date pursuant to the terms hereof shall have been duly performed;

     (d)  the Toronto Stock Exchange shall have conditionally approved the
          listing of the Kinross Shares; and

     (e)  no law or judgment enacted, entered, promulgated, enforced or issued
          by any governmental entity or other legal restraint or prohibition
          preventing the consummation of the transaction contemplated hereby
          shall be in effect.

10.  The obligations of the Vendor to consummate the Share Purchase is subject
     to the satisfaction (or waiver by the Vendor) of the following terms and
     conditions at or prior to the Time of Closing:

     (a)  the representations and warranties of Kinross contained in this
          Agreement shall be true and correct in all material respects as of
          the Time of Closing with the same force and effect as if made as of
          the Time of Closing and the Vendor shall have received a certificate
          from a senior officer of Kinross confirming the foregoing;

     (b)  the covenants of Kinross to be performed on or before the Closing
          Date pursuant to the terms hereof shall have been duly performed;

     (c)  Kinross shall have delivered to the Vendor share certificates
          representing the Kinross Shares, registered in the name of the
          Vendor or as directed by the Vendor;

     (d)  Kinross shall have obtained a receipt for the Prospectus from the
          Ontario Securities Commission;

     (e)  the Toronto Stock Exchange shall have conditionally approved the
          listing of the Kinross Shares; and

     (f)  no law or judgment enacted, entered, promulgated, enforced or issued
          by any governmental entity or other legal restraint or prohibition
          preventing the consummation of the transaction contemplated hereby
          shall be in effect.



<PAGE>

                                                                        Page 7


11.  This Agreement:

     (a)  shall be governed by and shall be construed and enforced in
          accordance with the laws of the Province of Ontario and the federal
          laws of Canada generally therein and each of the parties hereby
          attorns to and submits to the non-exclusive jurisdiction of the
          courts of Ontario with respect to any matter arising hereunder or
          related thereto; and

     (b)  shall enure to the benefit of and be binding upon Kinross and the
          Vendor and their respective executors, administrators, legal
          representatives, successors and permitted assigns, provided that,
          except as herein provided, this Agreement shall not be assignable by
          any party without the written consent of the other party hereto.
          Nothing in this Agreement, express or implied, shall be interpreted
          as being intended to confer upon any other person any rights or
          remedies hereunder.

12.  Time shall be of the essence hereof.

13.  This Agreement may be executed in one or more counterparts, each of which
     so executed shall constitute an original and all of which together shall
     constitute one and the same Agreement. Facsimile signatures will be
     acceptable with original signed copies to follow.

14.  Each party hereto hereby agrees that it will do all such acts and execute
     all such further documents, conveyances, deeds, assignments, transfers
     and the like, and will cause the doing of all such acts and will cause
     the execution of all such further documents as are within its power as
     the other party hereto may in writing from time to time reasonably
     request be done and/or executed in order to consummate the transactions
     contemplated hereby or as may be necessary or desirable to effect the
     purpose of this Agreement or any document, agreement or instrument
     delivered pursuant hereto and to carry out their provisions or to better
     or more properly or fully evidence or give effect to the transactions
     contemplated hereby, whether before or after the Time of Closing.

15.  The Vendor hereby indemnifies and saves harmless Kinross or any of its
     assignees hereunder of and from any loss, cost, damage or expense
     whatsoever arising out of or resulting from, under or pursuant to:

     (a)  the inaccuracy of any representation or warranty or the breach of
          any covenant made by it herein or in any instrument or certificate
          delivered by it pursuant hereto; and

     (b)  all claims, actions, suits, proceedings, demands, costs and expenses
          in respect of or incidental to any of the foregoing.


<PAGE>

                                                                        Page 8



16.  Kinross hereby indemnifies and saves harmless the Vendor of and from any
     loss, cost, damage or expense whatsoever arising out of or resulting
     from, under or pursuant to:

     (a)  the inaccuracy of any representation or warranty or the breach of
          any covenant made by Kinross herein or in any instrument or
          certificate delivered by Kinross pursuant hereto; and

     (b)  all claims, actions, suits, proceedings, demands, costs and expenses
          in respect of or incidental to any of the foregoing.

17.  No claims for indemnification will arise until notice thereof is given to
     the party (the "Indemnitor") from whom indemnity is sought. Such notice
     shall be sent within 30 days following the determination by a party (the
     "Claimant") that a claim for indemnity exists. In the event that any
     legal proceedings shall be instituted or any claim or demand is asserted
     by any third party in respect of which the Indemnitor may have an
     obligation to indemnify the Claimant, the Claimant shall give or cause to
     be given to the Indemnitor written notice thereof and the Indemnitor
     shall have the right, at its option and expense, to be present at the
     defense of such proceedings, claim or demand, but not to control the
     defense, negotiation or settlement thereof, which control shall at all
     times rest with the Claimant, unless the Indemnitor irrevocably
     acknowledges full and complete responsibility for indemnification of
     Claimant, in which case the Indemnitor may assume such control through
     counsel of its choice, provided, however, that no settlement shall be
     entered into without the Claimant's written consent (which shall not be
     unreasonably withheld) unless such settlement obligates the Indemnitor to
     pay the full amount of the liability in connection therewith and releases
     the Claimant completely in connection with such claim. The parties hereto
     agree to cooperate fully with each other in connection with the defense,
     negotiation or settlement of any such third party legal proceeding, claim
     or demand.

18.  Notwithstanding anything in this Agreement to the contrary, the indemnity
     provided for herein shall apply to any loss, liability, damage,
     deficiency or expense, whether or not the actual amount thereof shall
     have been ascertained prior to the final day upon which a claim for
     indemnity with respect thereto may be made hereunder, so long as written
     notice thereof shall have been given to the Indemnitor prior to said
     date, setting forth specifically and in reasonable detail, so far as it
     known, the matter as to which indemnification is being sought, but
     nothing herein shall be construed to require payment of any claim for
     indemnity until the actual amount payable shall have been finally
     ascertained.

19.  Any claim for indemnification as a result of a breach of representation
     or warranty contained herein shall be made no later than the date that is
     one year following the Closing Date. The aggregate amount payable
     pursuant to any claim


<PAGE>

                                                                        Page 9


     or claims hereunder shall be limited to the market
     price of the Kinross Shares on the Closing Date.

20.  If one or more provisions contained herein shall, for any reason, be held
     to be invalid, illegal or unenforceable in any respect, such invalidity,
     illegality or unenforceability shall not affect any other provision of
     this Agreement, but this Agreement shall be construed as if such invalid,
     illegal or unenforceable provision or provisions had never been contained
     therein.

21.  Notwithstanding anything to the contrary herein, if the Closing Date has
     not occurred on or prior to August 15, 2001, this Agreement may be
     terminated and the transactions contemplated hereby abandoned by either
     Kinross or the Vendor upon written notice to the parties hereto.

22.  Unless otherwise expressly provided in this Agreement, any notice or
     other communication to be given under this Agreement (a "notice") shall
     be in writing addressed as follows:

                  if to Kinross:

                           Kinross Gold Corporation
                           52nd Floor, Scotia Plaza
                           40 King Street West
                           Toronto, Ontario
                           M5H 3Y2

                           Attention:                Mr. Robert M. Buchan
                           Telecopier Number:        (416) 363-6622

                           with a copy to:

                           Cassels Brock & Blackwell LLP
                           Barristers & Solicitors
                           Scotia Plaza, Suite 2100
                           40 King Street West
                           Toronto, Ontario M5H 3C2

                           Attention:  Cameron A. Mingay
                           Telecopier Number:  (416) 350-6939


<PAGE>

                                                                        Page 10



                  or if to the Vendor:

                           2 Rue Robertde Traz
                           1206 Geneva, Switzerland

                           Attention:       Oswaldo Carciente
                           Telecopier Number:  011-4122-3441376

                           or to such other address as any of the parties may
                           designate by notice given to the others.

     Each notice shall be personally delivered to the addressee or sent by fax
     to the addressee and if delivered or transmitted on a business day, shall
     be deemed to be given and received on that day and, in any other case,
     shall be deemed to be given and received on the first business day
     following the day on which it is delivered or transmitted.

23.  This Agreement may be amended or modified only by a written instrument
     executed by the parties affected thereby, or by their respective
     successors and permitted assigns.

24.  For the purpose of this Agreement, "business day" shall mean a day which
     is not a Saturday, a Sunday or a statutory or civic holiday in the City
     of Toronto.

25.  This Agreement constitutes the entire agreement between the Vendor and
     Kinross with respect to the subject matter hereof and supersedes all
     prior and contemporaneous agreements, representations, warranties, and
     understandings of the parties, whether oral, written, or implied, as to
     the subject matter hereof.

26.  Each party acknowledges that it has been represented by counsel and has
     received independent legal advice regarding the negotiation and execution
     of this Agreement. Each party agrees that any rule of interpretation or
     construction to the effect that ambiguities are to be resolved against
     the drafting party will not be employed in the interpretation,
     construction, or enforcement of this Agreement.


<PAGE>


                                                                        Page 11



If you are in agreement with the foregoing, please so indicate by signing and
returning to us the enclosed copy of this letter whereupon this shall become a
binding commitment of the parties.


                               Yours very truly,


                               KINROSS GOLD CORPORATION


                               Per:__________"John Ivany"________





                  Agreed and accepted as of this         day of June, 2001.


                               CAPITAL PRO INTERNATIONAL, INC.


                               Per:_________ "Oswaldo Carciente"________


<PAGE>

                                                                     EXHIBIT C




June 18, 2001



The Tell Fund

c/o Citco Fund Services (Cayman Islands) Ltd.
Corporate Centre, West Bay Road
P.O. Box 31106 SMB
Grand Cayman, Cayman Islands
B.W.I.


Attention:  Patrick Schegg


Dear Sir:

Re:      Purchase of Series B Preferred Shares in the Capital of Kinam Gold Inc.

This letter agreement (the "Agreement") provides for the purchase (the "Share
Purchase") by Kinross Gold Corporation, ("Kinross") from The Tell Fund (the
"Vendor") of 62,700 Series B Preferred Shares (the "Kinam Shares") in the
capital of Kinam Gold Inc. ("Kinam") on the terms and conditions set forth
herein.

1.   The Vendor hereby agrees to sell and Kinross agrees to purchase the Kinam
     Shares on the terms and subject to the conditions set forth herein.

2.   The purchase price of US$1,112,140.80 for the purchase by Kinross of the
     Kinam Shares, including any accrued and unpaid dividends thereon, shall
     be paid and satisfied by the issuance and delivery by Kinross to the
     Vendor at the Time of Closing (as hereinafter defined) of 1,158,480
     common shares in the capital of Kinross (the "Kinross Shares").

3.   The Kinross Shares shall be qualified for distribution to the Vendor
     pursuant to a (final) short form prospectus (the "Prospectus") to be
     filed in the Province of Ontario. Kinross agrees to use its reasonable
     commercial efforts to file, and obtain a receipt for, the Prospectus in
     the Province of Ontario on or before July 18, 2001 (the "Filing Date").

4.   The closing (the "Closing") of the transaction contemplated herein shall
     occur at the offices of Cassels Brock & Blackwell LLP, Scotia Plaza,
     Suite 2100, 40 King Street West, Toronto, Ontario, at 8:00 a.m. (Toronto
     time) (the "Time of Closing") on or about the fifth business day
     following the Filing Date (the "Closing Date").

5.   The Vendor hereby represents and warrants to Kinross as follows and
     acknowledges that Kinross is relying thereon in connection with its
     entering into


<PAGE>

                                                                       Page  2


     of this Agreement and the consummation of the transactions contemplated
     hereby:

     (a)  the Vendor is duly created or incorporated and validly existing
          under the laws of its incorporation;

     (b)  the Vendor is the registered and beneficial owner of the Kinam
          Shares, and has full legal right, power and authority to enter into
          this Agreement and to sell, assign, transfer and convey the Kinam
          Shares pursuant to the terms hereof;

     (c)  the Vendor has good and valid legal title to the Kinam Shares free
          and clear of any mortgages, liens, charges, pledges, trading
          restrictions, security interests or encumbrances, shareholders
          agreements, pooling agreements, voting trust agreements or other
          contracts (including, without limitation, any contract restricting
          or otherwise relating to the voting, dividend rights or disposition
          of the Kinam Shares) or any rights of any other person or entity to
          acquire any ownership interest in or vote any of the Kinam Shares
          (collectively, the "Encumbrances");

     (d)  this Agreement has been duly executed and delivered by the Vendor
          and constitutes a valid and binding obligation of the Vendor,
          enforceable against it in accordance with its terms, except as the
          enforcement thereof may be limited by bankruptcy laws and other laws
          of general application relating to creditors' rights or general
          principles of equity;

     (e)  all necessary corporate action has been taken by the Vendor to
          authorize and approve the entering into and delivery of this
          Agreement, and the performance of its obligations and the
          consummation of the transactions contemplated hereby and all other
          matters relating thereto;

     (f)  the execution and delivery by the Vendor of this Agreement and all
          other agreements and instruments to be executed and delivered by the
          Vendor as contemplated herein and the performance of the obligations
          of the Vendor provided for herein and therein and the consummation
          of the transactions contemplated hereby and therein:

          (i)  do not require any consent, approval or authorization of any
               governmental agency or regulatory authority (each, a
               "Governmental Authorization") and do not require any notice
               under any agreement, law, rule or regulation;

          (ii) do not conflict with or result in a breach of or violation of
               any of the provisions of its constating or governing documents;


<PAGE>

                                                                       Page  3


         (iii) to the best of its knowledge, do not result in the violation
               of any law of any jurisdiction to which it or any of its
               assets, rights and properties is subject;

          (iv) do not result in the breach of any material agreement,
               instrument or document or Governmental Authorization to which
               it is a party or by which it is bound; and

          (v)  do not result in the violation of any judgment, order, writ,
               injunction or decree of any court or other regulatory or
               administrative body binding upon it or any of its assets,
               rights and properties;

     (g)  the Vendor is not a U.S. Person within the meaning of Regulation S
          under the United States Securities Act of 1933, as amended (the
          "Securities Act"); and

     (h)  the Vendor understands that the Kinross Shares have not been and are
          not being registered under the Securities Act or any U.S. state
          securities laws.

6.   The Vendor covenants and agrees with Kinross that it will use its
     reasonable best efforts to perform the following covenants on or before
     the Closing Date:

     (a)  fulfil all necessary requirements and take all necessary action to
          permit the consummation of the transactions contemplated hereby,
          including the transfer of the Kinam Shares to Kinross and the
          delivery of the share certificates therefor duly endorsed for
          transfer, free and clear of all Encumbrances;

     (b)  cause each of the conditions precedent set forth herein for the
          benefit of Kinross to be complied with and take such measures as may
          be necessary or desirable to fulfil its obligations hereunder and
          implement the Share Purchase; and

     (c)  obtain all requisite Governmental Authorizations and other approvals
          required to be obtained by it to authorize and approve the transfer
          of the Kinam Shares to Kinross and all other matters relating
          thereto.

7.   Kinross hereby represents and warrants to the Vendor as follows and
     acknowledges that the Vendor is relying thereon in connection with its
     entering into of this Agreement and the consummation of the transaction
     contemplated hereby:

     (a)  Kinross is a corporation duly continued and validly existing in good
          standing under the laws of the Province of Ontario;



<PAGE>

                                                                       Page  4


     (b)  this Agreement has been duly executed and delivered by Kinross and
          constitutes a valid and binding obligation of Kinross, enforceable
          against Kinross in accordance with its terms, except as the
          enforcement thereof may be limited by bankruptcy laws and other laws
          of general application relating to creditors' rights or general
          principles of equity;

     (c)  all necessary corporate action has been taken by Kinross to
          authorize and approve the entering into and delivery of this
          Agreement, and the performance of its obligations hereunder and the
          consummation of the transactions contemplated hereby, including,
          without limitation, the issuance and creation of the Kinross Shares
          and all other matters relating thereto;

     (d)  the execution and delivery by Kinross of this Agreement and all
          other agreements and instruments to be executed and delivered by
          Kinross as contemplated herein and the performance of the
          obligations of Kinross provided for herein and therein and the
          consummation of the transactions contemplated hereby and thereby:

          (i)  do not require any Governmental Authorization or any notice
               under any agreement or any law, regulation or rule except for
               (i) the filing of applicable forms and fees with, and the
               approval of, the Toronto Stock Exchange; (ii) the filing of a
               material change report and the appropriate forms with, and the
               approval of, the applicable securities regulatory authorities;
               and (iii) the filing a preliminary prospectus and the
               Prospectus and the obtaining of receipts therefore from the
               Ontario Securities Commission;

          (ii) do not conflict with or result in a breach of or violation of
               any of the provisions of the constating documents of Kinross;

          (iii) do not result in the violation of any law of any jurisdiction
               to which Kinross or any of its assets, rights and properties is
               subject;

          (iv) do not result in the breach of any material agreement or
               Governmental Authorization to which Kinross is a party or by
               which Kinross or any of its assets, rights and properties is
               bound; and

          (v)  do not result in the violation of any judgment, order, writ,
               injunction or decree of any court or other regulatory or
               administrative body binding upon it or any of its assets,
               rights and properties;

     (e)  the common shares of Kinross are listed and posted for trading on
          the Toronto Stock Exchange;

<PAGE>

                                                                      Page  5


     (f)  Kinross is a reporting issuer under the securities laws of each of
          the provinces of Canada and is not on the list of defaulting
          reporting issuers under the securities laws thereof; and

     (g)  at the Time of Closing: (i) the Kinross Shares will be duly and
          validly authorized and (ii) upon receipt by Kinross of the Kinam
          Shares, the Kinross Shares will be issued as fully paid and
          non-assessable shares in the capital of Kinross.

8.   Kinross covenants and agrees with the Vendor that it will use its
     reasonable best efforts to perform the following covenants on or before
     the Closing Date:

     (a)  fulfil all necessary requirements and take all necessary actions to
          permit the consummation of the transactions contemplated hereby,
          including the issuance of the Kinross Shares to the Vendor and
          delivery of the share certificates therefor and ensuring that such
          Kinross Shares may be issued in compliance with all applicable
          securities laws;

     (b)  obtain the approval of the Toronto Stock Exchange for the Share
          Purchase and the listing of the Kinross Shares as of the Closing
          Date;

     (c)  cause each of the conditions precedent set forth herein for the
          benefit of the Vendor to be complied with on or before the Closing
          Date and take such measures as may be necessary or desirable to
          fulfil its obligations hereunder and implement the Share Purchase;

     (d)  obtain all requisite Governmental Authorizations or other approvals
          required to be obtained by Kinross to authorize and approve the
          issuance of the Kinross Shares and all other matters relating
          thereto; and

     (e)  file and obtain a receipt for the Prospectus from the Ontario
          Securities Commission on or before the Filing Date.

9.        The obligation of Kinross to consummate the Share Purchase is
          subject to the satisfaction (or waiver by Kinross) of the following
          terms and conditions at or prior to the Time of Closing:

     (a)  the representations and warranties of the Vendor contained in this
          Agreement shall be true and correct in all material respects as of
          the Time of Closing with the same force and effect as if made as of
          the Time of Closing and Kinross shall have received a certificate
          from a senior officer of the Vendor confirming the foregoing;

     (b)  the Vendor shall have delivered to Kinross the share certificates
          representing all of the Kinam Shares, duly endorsed for transfer;


<PAGE>

                                                                       Page  6


     (c)  the covenants of the Vendor to be performed on or before the Closing
          Date pursuant to the terms hereof shall have been duly performed;

     (d)  the Toronto Stock Exchange shall have conditionally approved the
          listing of the Kinross Shares; and

     (e)  no law or judgment enacted, entered, promulgated, enforced or issued
          by any governmental entity or other legal restraint or prohibition
          preventing the consummation of the transaction contemplated hereby
          shall be in effect.

10.  The obligations of the Vendor to consummate the Share Purchase is subject
     to the satisfaction (or waiver by the Vendor) of the following terms and
     conditions at or prior to the Time of Closing:

     (a)  the representations and warranties of Kinross contained in this
          Agreement shall be true and correct in all material respects as of
          the Time of Closing with the same force and effect as if made as of
          the Time of Closing and the Vendor shall have received a certificate
          from a senior officer of Kinross confirming the foregoing;

     (b)  the covenants of Kinross to be performed on or before the Closing
          Date pursuant to the terms hereof shall have been duly performed;

     (c)  Kinross shall have delivered to the Vendor share certificates
          representing the Kinross Shares, registered in the name of the
          Vendor or as directed by the Vendor;

     (d)  Kinross shall have obtained a receipt for the Prospectus from the
          Ontario Securities Commission;

     (e)  the Toronto Stock Exchange shall have accepted notice of the Share
          Purchase and conditionally approved the listing of the Kinross
          Shares; and

     (f)  no law or judgment enacted, entered, promulgated, enforced or issued
          by any governmental entity or other legal restraint or prohibition
          preventing the consummation of the transaction contemplated hereby
          shall be in effect.


<PAGE>

                                                                       Page  7


11.  Kinross covenants with the Vendor to file on a timely basis all documents
     required by law to be filed with the securities regulatory authorities in
     each of the provinces of Canada.

12.  This Agreement:

     (a)  shall be governed by and shall be construed and enforced in
          accordance with the laws of the Province of Ontario and the federal
          laws of Canada generally therein and each of the parties hereby
          attorns to and submits to the non-exclusive jurisdiction of the
          courts of Ontario with respect to any matter arising hereunder or
          related thereto; and

     (b)  shall enure to the benefit of and be binding upon Kinross and the
          Vendor and their respective executors, administrators, legal
          representatives, successors and permitted assigns, provided that,
          except as herein provided, this Agreement shall not be assignable by
          any party without the written consent of the other party hereto.
          Nothing in this Agreement, express or implied, shall be interpreted
          as being intended to confer upon any other person any rights or
          remedies hereunder.

13.  Time shall be of the essence hereof.

14.  This Agreement may be executed in one or more counterparts, each of which
     so executed shall constitute an original and all of which together shall
     constitute one and the same Agreement. Facsimile signatures will be
     acceptable with original signed copies to follow.

15.  Each party hereto hereby agrees that it will do all such acts and execute
     all such further documents, conveyances, deeds, assignments, transfers
     and the like, and will cause the doing of all such acts and will cause
     the execution of all such further documents as are within its power as
     the other party hereto may in writing from time to time reasonably
     request be done and/or executed in order to consummate the transactions
     contemplated hereby or as may be necessary or desirable to effect the
     purpose of this Agreement or any document, agreement or instrument
     delivered pursuant hereto and to carry out their provisions or to better
     or more properly or fully evidence or give effect to the transactions
     contemplated hereby, whether before or after the Time of Closing.

16.  The Vendor hereby indemnifies and saves harmless Kinross or any of its
     assignees hereunder of and from any loss, cost, damage or expense
     whatsoever arising out of or resulting from, under or pursuant to:

     (a)  the inaccuracy of any representation or warranty or the breach of
          any covenant made by it herein or in any instrument or certificate
          delivered by it pursuant hereto; and



<PAGE>

                                                                       Page  8



     (b)  all claims, actions, suits, proceedings, demands, costs and expenses
          in respect of or incidental to any of the foregoing.

17.       Kinross hereby indemnifies and saves harmless the Vendor of and from
          any loss, cost, damage or expense whatsoever arising out of or
          resulting from, under or pursuant to:

     (a)  the inaccuracy of any representation or warranty or the breach of
          any covenant made by Kinross herein or in any instrument or
          certificate delivered by Kinross pursuant hereto; and

     (b)  all claims, actions, suits, proceedings, demands, costs and expenses
          in respect of or incidental to any of the foregoing.

18.  No claims for indemnification will arise until notice thereof is given to
     the party (the "Indemnitor") from whom indemnity is sought. Such notice
     shall be sent within 30 days following the determination by a party (the
     "Claimant") that a claim for indemnity exists. In the event that any
     legal proceedings shall be instituted or any claim or demand is asserted
     by any third party in respect of which the Indemnitor may have an
     obligation to indemnify the Claimant, the Claimant shall give or cause to
     be given to the Indemnitor written notice thereof and the Indemnitor
     shall have the right, at its option and expense, to be present at the
     defense of such proceedings, claim or demand, but not to control the
     defense, negotiation or settlement thereof, which control shall at all
     times rest with the Claimant, unless the Indemnitor irrevocably
     acknowledges full and complete responsibility for indemnification of
     Claimant, in which case the Indemnitor may assume such control through
     counsel of its choice, provided, however, that no settlement shall be
     entered into without the Claimant's written consent (which shall not be
     unreasonably withheld) unless such settlement obligates the Indemnitor to
     pay the full amount of the liability in connection therewith and releases
     the Claimant completely in connection with such claim. The parties hereto
     agree to cooperate fully with each other in connection with the defense,
     negotiation or settlement of any such third party legal proceeding, claim
     or demand.

19.  Notwithstanding anything in this Agreement to the contrary, the indemnity
     provided for herein shall apply to any loss, liability, damage,
     deficiency or expense, whether or not the actual amount thereof shall
     have been ascertained prior to the final day upon which a claim for
     indemnity with respect thereto may be made hereunder, so long as written
     notice thereof shall have been given to the Indemnitor prior to said
     date, setting forth specifically and in reasonable detail, so far as it
     known, the matter as to which indemnification is being sought, but
     nothing herein shall be construed to require payment of any claim for
     indemnity until the actual amount payable shall have been finally
     ascertained.


<PAGE>

                                                                       Page  9


20.  Any claim for indemnification as a result of a breach of representation
     or warranty contained herein shall be made no later than the date that is
     one year following the Closing Date. The aggregate amount payable
     pursuant to any claim or claims hereunder shall be limited to the
     Purchase Price for the Kinross Shares.

21.  If one or more provisions contained herein shall, for any reason, be held
     to be invalid, illegal or unenforceable in any respect, such invalidity,
     illegality or unenforceability shall not affect any other provision of
     this Agreement, but this Agreement shall be construed as if such invalid,
     illegal or unenforceable provision or provisions had never been contained
     therein.

22.  Notwithstanding anything to the contrary herein, if the Closing Date has
     not occurred on or prior to August 15, 2001, this Agreement may be
     terminated and the transactions contemplated hereby abandoned by either
     Kinross or the Vendor upon written notice to the parties hereto.

23.  Unless otherwise expressly provided in this Agreement, any notice or
     other communication to be given under this Agreement (a "notice") shall
     be in writing addressed as follows:

                  if to Kinross:

                           Kinross Gold Corporation
                           52nd Floor, Scotia Plaza
                           40 King Street West
                           Toronto, Ontario
                           M5H 3Y2

                           Attention:    Mr. Robert M. Buchan
                           Telecopier Number:  (416) 363-6622

                           with a copy to:

                           Cassels Brock & Blackwell LLP
                           Barristers & Solicitors
                           Scotia Plaza, Suite 2100
                           40 King Street West
                           Toronto, Ontario M5H 3C2

                           Attention:  Cameron A. Mingay
                           Telecopier Number:   (416) 350-6939



<PAGE>

                                                                       Page  10



                  or if to the Vendor:

                           Tell Investments LLC
                           11 West 42nd Street
                           New York, NY  10036

                           Attention:       Patrick Schegg
                           Telecopier Number:  (212) 391-7540

                           or to such other address as any of the parties may
                           designate by notice given to the others.

     Each notice shall be personally delivered to the addressee or sent by fax
     to the addressee and if delivered or transmitted on a business day, shall
     be deemed to be given and received on that day and, in any other case,
     shall be deemed to be given and received on the first business day
     following the day on which it is delivered or transmitted.

24.  This Agreement may be amended or modified only by a written instrument
     executed by the parties affected thereby, or by their respective
     successors and permitted assigns.

25.  For the purpose of this Agreement, "business day" shall mean a day which
     is not a Saturday, a Sunday or a statutory or civic holiday in the City
     of Toronto.

26.  This Agreement constitutes the entire agreement among the Vendor and
     Kinross with respect to the subject matter hereof and supersedes all
     prior and contemporaneous agreements, representations, warranties, and
     understandings of the parties, whether oral, written, or implied, as to
     the subject matter hereof.

27.  Each party acknowledges that it has been represented by counsel and has
     received independent legal advice regarding the negotiation and execution
     of this Agreement. Each party agrees that any rule of interpretation or
     construction to the effect that ambiguities are to be resolved against
     the drafting party will not be employed in the interpretation,
     construction, or enforcement of this Agreement.


<PAGE>

                                                                       Page  11



If you are in agreement with the foregoing, please so indicate by signing and
returning to us the enclosed copy of this letter whereupon this shall become a
binding commitment of the parties.


                                         Yours very truly,

                                         KINROSS GOLD CORPORATION

                                         Per:________"John Ivany"______________





         Agreed and accepted as of this 18th day of June, 2001.



                                         THE TELL FUND


                                         Per:_________"Patrick Schegg"_________

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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