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<SEC-DOCUMENT>0000950123-03-000519.txt : 20030123
<SEC-HEADER>0000950123-03-000519.hdr.sgml : 20030123
<ACCEPTANCE-DATETIME>20030122183852
ACCESSION NUMBER:		0000950123-03-000519
CONFORMED SUBMISSION TYPE:	F-10
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20030123

FILER:

	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:		F-10
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-102660
		FILM NUMBER:		03521455

	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>F-10
<SEQUENCE>1
<FILENAME>t08736fv10.txt
<DESCRIPTION>KINROSS GOLD CORPORATION
<TEXT>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 2003
                                                      REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM F-10

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            KINROSS GOLD CORPORATION

             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                        <C>                                     <C>
         ONTARIO, CANADA                                1041                                   650430083
(Province or other jurisdiction of          (Primary Standard Industrial                    (I.R.S. Employer
  incorporation or organization)           Classification Code Number, if          Identification No., if applicable)
                                                     applicable)
</TABLE>

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

                      PARR, WADDOUPS, BROWN, GEE & LOVELESS
                       185 SOUTH STATE STREET, SUITE 1300
                           SALT LAKE CITY, UTAH 84111
                                 (801) 532-7840
 (Name, address and telephone number of agent for service in the United States)

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

<TABLE>
<S>                                                                            <C>
         CAMERON A. MINGAY, ESQ.                                               PHILIP L. COLBRAN, ESQ.
      Cassels Brock & Blackwell LLP                                             Chadbourne & Parke LLP
         Scotia Plaza, Suite 2100                                                30 Rockefeller Plaza
           40 King Street West                                                    New York, New York
             Toronto, Ontario                                                        10112 U.S.A.
              Canada M5H 3C2                                                        (212) 408-5100
              (416) 869-5300
</TABLE>
               ---------------------------------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.

                           PROVINCE OF ONTARIO, CANADA
                (Principal jurisdiction regulating this offering)

It is proposed that this filing shall become effective (check appropriate box):

A.  [ ]   upon filing with the Commission, pursuant to Rule 467(a) (if in
          connection with an offering being made contemporaneously in the United
          States and Canada).

B.  [X]   at some future date (check appropriate box below)

          1.   [ ]  pursuant to Rule 467(b) on (date) at (time) (designate a
                    time not sooner than seven calendar days after filing).

          2.   [ ]  pursuant to Rule 467(b) on (date) at (time) (designate a
                    time seven calendar days or sooner after filing) because the
                    securities regulatory authority in the review jurisdiction
                    has issued a receipt or notification of clearance on (date).

          3.   [ ]  pursuant to Rule 467(b) as soon as practicable after
                    notification of the Commission by the Registrant or the
                    Canadian securities regulatory authority of the review
                    jurisdiction that a receipt or notification of clearance has
                    been issued with respect hereto.

          4.   [X]  after the filing of the next amendment to this Form (if
                    preliminary material is being filed).

     If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to the home jurisdiction's shelf
prospectus offering procedures, check the following box. [X]

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                      PROPOSED MAXIMUM
     TITLE OF EACH CLASS           AMOUNT TO BE        OFFERING PRICE            PROPOSED MAXIMUM        AMOUNT OF
     OF SECURITIES TO BE           REGISTERED             PER UNIT              AGGREGATE OFFERING      REGISTRATION
         REGISTERED                  (1)(2)                 (2)                     PRICE (2)             FEE (2)
- ------------------------------ ------------------ ------------------------- ----------------------- -----------------
<S>                                <C>                 <C>                       <C>                 <C>
Common Shares                      25,000,000              US$3.26                US$81,500,000            US$7,498(3)
Common Shares                      20,330,284            US$1.7307                US$35,185,623         US$3,237.08(3)
Common Shares                       1,084,379           US$10.3073                US$11,117,020         US$1,022.77(3)
Total                              46,414,663                    -               US$127,802,643        US$11,757.85(3)
</TABLE>

(1)  This Registration Statement relates to (i) up to 25,000,000 common shares
     of the registrant (the "Common Shares") issuable upon the exercise of
     outstanding warrants of the registrant ("Kinross Warrants"), (ii) up to
     20,330,284 Common Shares issuable upon the exercise of outstanding warrants
     of Echo Bay Mines Ltd. (the "Echo Bay Warrants") after the closing of the
     combination (see - "The Combination" in the Prospectus) and (iii) up to
     1,084,379 Common Shares issuable upon the conversion of outstanding
     preferred shares of Kinam Gold Inc., a subsidiary of the registrant (the
     "Kinam Preferred Shares") (see "Description of Securities - Kinam Preferred
     Shares" in the Prospectus). Also, in accordance with Rule 416(a), includes
     additional Common Shares that may be required in the event of a stock
     split, stock dividend or similar transaction.

(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(a). The Kinross Warrants are exercisable at a
     price of US$3.26 per Common Share, the Echo Bay Warrants are exercisable at
     a price of US$1.7307 per Common Share and the Kinam Preferred Shares are
     convertible at a price of US$10.3073 per Common Share. The conversion price
     for the Kinam Preferred Shares was paid previously by the holders of the
     Kinam Preferred Shares. For purposes of this table, the exercise price of
     the Kinross Warrants has been converted on the basis of the noon buying
     rate certified by the Federal Reserve Bank of New York on January 21, 2003
     of Cdn.$1.5332 per US dollar.

(3)  Funds in the aggregate amount of US$66,008.50 were deposited on June 7,
     2002 and June 10, 2002.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE AS PROVIDED IN RULE 467 UNDER THE SECURITIES ACT OF 1933
OR ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a) OF THE ACT,
MAY DETERMINE.
================================================================================

<PAGE>




                                     PART I

             INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

ITEM 1.      HOME JURISDICTION DOCUMENTS

             Preliminary Short Form Base Shelf Prospectus.

ITEM 2.      ADDITIONAL INFORMATION

             See the "Supplement for United States Persons", which precedes
             the attached home jurisdiction document.

ITEM 3.      INFORMATIONAL LEGENDS

             See the "Supplement for United States Persons", which precedes the
             attached home jurisdiction document.

ITEM 4.      INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

             See the second paragraph following the table of contents of the
             Preliminary Short Form Base Shelf Prospectus.

ITEM 5.      LIST OF DOCUMENTS FILED WITH THE COMMISSION

             See the "Supplement for United States Persons", which precedes the
             attached home jurisdiction document.



<PAGE>






Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.


                 SUBJECT TO COMPLETION, DATED JANUARY 22, 2003

                                 SUPPLEMENT FOR
                             UNITED STATES PERSONS
                                JANUARY 22, 2003

                                   46,414,663
                                 COMMON SHARES
                            KINROSS GOLD CORPORATION

         Kinross Gold Corporation ("Kinross" or the "Corporation") may from time
to time (i) issue up to 20,330,284 common shares (the "Common Shares") issuable
upon the exercise of outstanding warrants of Echo Bay Mines Ltd. (the "Echo Bay
Warrants") after the closing of the combination (see "The Combination" in the
Prospectus), (ii) issue 25,000,000 Common Shares issuable upon the exercise of
warrants of the Corporation (the "Kinross Warrants") and (iii) up to 1,084,379
Common Shares issuable upon the conversion of outstanding preferred shares of
Kinam Gold Inc., a subsidiary of Kinross (the "Kinam Preferred Shares") (see
"Description of Securities" in the Prospectus (as defined below)). The number of
Common Shares issuable upon (i) the exercise of the Warrants and the Echo Bay
Warrants and (ii) the conversion of the Kinam Preferred Shares are subject to
adjustment as may be necessary to reflect any share consolidation, share splits
or similar changes.

         The Common Shares issuable pursuant to the exercise of the Kinross
Warrants and the Echo Bay Warrants and the Common Shares issuable upon
conversion of the Kinam Preferred Shares are referred to herein as the
"Underlying Securities".

         The Common Shares are listed on The American Stock Exchange National
Market (the "Amex") under the symbol "KGC" and on the Toronto Stock Exchange
(the "TSX") under the symbol "K". On January 21, 2003, the last sale price of
our Common Shares was US$2.44 per share on the Amex and Cdn.$3.72 per share on
the TSX. Kinross has applied to list the Common Shares on the New York Stock
Exchange upon completion of the Combination (as defined below).

<TABLE>
<CAPTION>
                                                             UNDERWRITING DISCOUNTS AND      TOTAL PROCEEDS TO THE
                                    PRICE TO THE PUBLIC            COMMISSIONS (3)              CORPORATION(4) (5)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                                 <C>                            <C>                       <C>
Per Common Share issuable on            Cdn. $5.00                    Nil                     Cdn. $125,000,000
exercise of the Kinross
Warrants (1)
Per Common Share issued on            Cdn. $2.6574                    Nil                      Cdn. $54,025,696
exercise of the Echo Bay
Warrants(2)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
       Total                           N/A                            Nil                     Cdn. $179,025,696
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>


(1)      If the Kinross Share Consolidation (as hereinafter defined) occurs, the
         exercise price per each three Kinross Warrants will be Cdn$15.00 for
         one Common Share and the exercise price for each 5.77 Echo Bay Warrants
         will be US$5.1933 (Cdn. $7.97) for one Common Share.

(2)      The exercise price of the Echo Bay Warrants is payable in U.S. Dollars.
         For the purposes of this table, it has been converted from US$1.7307
         for each 1.92 Echo Bay Warrant to Cdn. $2.6574 on the basis of the Bank
         of Canada noon spot rate for January 17, 2003 of Cdn. $1.5354 per U.S.
         dollar.

(3)      No underwriting discounts or commissions will be paid. The Common
         Shares will be offered directly by the Corporation.

(4)      Before deducting offering expenses estimated at Cdn.$80,000.

(5)      Assumes that all of the Kinross Warrants and the Echo Bay Warrants are
         exercised.

INVESTING IN THE UNDERLYING SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" IN THE PROXY CIRCULAR (AS DEFINED IN THE PROSPECTUS) INCORPORATED
HEREIN BY REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.



<PAGE>


THIS OFFERING IS MADE BY A CANADIAN ISSUER THAT IS PERMITTED, UNDER A
MULTIJURISDICTIONAL DISCLOSURE SYSTEM ADOPTED BY THE UNITED STATES, TO PREPARE
THIS PROSPECTUS IN ACCORDANCE WITH THE DISCLOSURE REQUIREMENTS OF ITS HOME
COUNTRY. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT SUCH REQUIREMENTS ARE
DIFFERENT FROM THOSE OF THE UNITED STATES. FINANCIAL STATEMENTS INCLUDED OR
INCORPORATED HEREIN, IF ANY, HAVE BEEN PREPARED IN ACCORDANCE WITH FOREIGN
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND MAY BE SUBJECT TO FOREIGN AUDITING
AND AUDITOR INDEPENDENCE STANDARDS, AND THUS MAY NOT BE COMPARABLE TO FINANCIAL
STATEMENTS OF UNITED STATES COMPANIES.

PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THE ACQUISITION OF THE SECURITIES
DESCRIBED HEREIN MAY HAVE TAX CONSEQUENCES BOTH IN THE UNITED STATES AND CANADA.
SUCH CONSEQUENCES FOR INVESTORS WHO ARE RESIDENT IN, OR CITIZENS OF, THE UNITED
STATES MAY NOT BE DESCRIBED FULLY IN THIS SUPPLEMENT. SEE "CERTAIN TAX
CONSIDERATIONS FOR U.S. SHAREHOLDERS" IN THIS SUPPLEMENT.

THE ENFORCEMENT BY INVESTORS OF CIVIL LIABILITIES UNDER THE FEDERAL SECURITIES
LAWS OF THE UNITED STATES MAY BE AFFECTED ADVERSELY BY THE FACT THAT KINROSS IS
INCORPORATED AND ORGANIZED UNDER THE LAWS OF CANADA, SOME OF ITS OFFICERS AND
DIRECTORS AND SOME OF THE UNDERWRITERS AND EXPERTS NAMED IN THE REGISTRATION
STATEMENT MAY BE RESIDENTS OF CANADA, AND ALL OR A SUBSTANTIAL PORTION OF
KINROSS' ASSETS AND THE ASSETS OF THESE PERSONS MAY BE LOCATED OUTSIDE THE
UNITED STATES.

ANY STATEMENT IN A DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN SHALL BE DEEMED TO BE MODIFIED OR SUPERCEDED FOR PURPOSES OF
THE ACCOMPANYING PROSPECTUS TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN OR
IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT THAT ALSO IS, OR DEEMED TO BE,
INCORPORATED BY REFERENCE HEREIN MODIFIES, REPLACES OR SUPERCEDES SUCH
STATEMENT. ANY STATEMENT SO MODIFIED OR SUPERCEDED SHALL NOT BE DEEMED, EXCEPT
AS SO MODIFIED OR SUPERCEDED, TO CONSTITUTE A PART OF THE ACCOMPANYING
PROSPECTUS. THE MODIFYING OR SUPERCEDING STATEMENT NEED NOT STATE THAT IT HAS
MODIFIED OR SUPERCEDED A PRIOR STATEMENT OR INCLUDE ANY OTHER INFORMATION SET
FORTH IN THE DOCUMENT THAT IT MODIFIES OR SUPERCEDES.


                                      I-3


<PAGE>




      CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. SHAREHOLDERS

         The following discussion summarizes the material United States federal
income tax consequences to U.S. Holders (as defined below) arising from the
exercise of the Kinross Warrants and the Echo Bay Warrants, the conversion of
the Kinam Preferred Shares and the acquisition, ownership and disposition of the
Common Shares. If the tax consequences of the exercise of the Kinross Warrants
or the Echo Bay Warrants or the conversion of the Kinam Preferred Shares to
acquire Common Shares issued pursuant to a Prospectus Supplement or the
acquisition, disposition or ownership of such Common Shares acquired, are
materially different from the consequences discussed herein those consequences
will be discussed in the Prospectus Supplement.

         The discussion is based on the Internal Revenue Code of 1986, as
amended (the "Code"), its legislative history, judicial authority, current
administrative rulings and practice, and existing and proposed Treasury
Regulations, and on the provisions of the Canadian-United States Income Tax
Treaty currently in force (the "Treaty"), all as in effect and existing on the
date hereof. Legislative, judicial or administrative changes or interpretations
after the date hereof could alter or modify the validity of the statements and
conclusions set forth below.

         The following discussion is intended as a descriptive summary only and,
as such, is not intended as tax advice to any particular investor. The
discussion is not a complete analysis or listing of all potential United States
federal income tax consequences to U.S. Holders and does not address the effect
of any United States gift, estate, state or local tax law or foreign tax law on
a U.S. Holder. The discussion is limited to U.S. Holders that hold the Kinross
Warrants, the Echo Bay Warrants, the Kinam Preferred Shares or the Common Shares
as "capital assets" within the meaning of Section 1221 of the Code and whose
functional currency is the United States dollar. The following discussion does
not address the tax treatment of U.S. Holders that may be subject to special
income and withholding tax rules including, without limitation, United States
expatriates, insurance companies, tax-exempt organizations, banks and other
financial institutions, U.S. Holders subject to the alternative minimum tax,
broker-dealers in securities, dealers in currencies, traders in securities,
holders that own (directly, indirectly or by attribution) 10 % or more of the
outstanding stock of the Corporation, or U.S. Holders who hold the Kinross
Warrants, the Echo Bay Warrants, the Kinam Preferred Shares or the Common Shares
as a hedge against currency risks, as a position in a "straddle" for tax
purposes, or as part of a conversion or other integrated transaction. Such
holders may be subject to United States federal income tax consequences
different from those set forth below.

         As used herein, the term "U.S. Holder" means a beneficial owner of
Kinross Warrants, the Echo Bay Warrants, the Kinam Preferred Shares or Common
Shares that is, for United States federal income tax purposes, both (x) (i) an
individual who is a United States citizen or resident, (ii) a corporation or
other entity created or organized in or under the laws of the United States or
any state or political subdivision thereof, (iii) an estate whose income is
subject to United States federal income taxation regardless of its source or
(iv) a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and if one or more United
States persons have the authority to control all substantial decisions of the
trust and (y) a resident of the United States within the meaning of and who is
eligible for benefits under the Treaty. The term "Non-U.S. Holder" means a
beneficial owner of Kinross Warrants, the Echo Bay Warrants, the Kinam Preferred
Shares or Common Shares that is not, for United States federal income tax
purposes, a U.S. Holder. The discussion which follows is not intended to apply
to or be used by Non-U.S. Holders. Non-U.S. Holders are urged to consult with
their own tax advisors concerning the applicable United States tax consequences
relating to the acquisition, ownership and disposition of Common Shares or the
exercise or conversion of the Kinross Warrants, the Echo Bay Warrants or the
Kinam Preferred Shares.

         If a partnership (or other entity treated as a partnership for U.S. tax
purposes) holds the Kinross Warrants, the Echo Bay Warrants, the Kinam Preferred
Shares or Common Shares, the tax treatment of a partner generally will depend
upon the status of the partner and the activities of the partnership. Each U.S.
Holder is urged to consult his own tax advisor concerning whether the U.S.
Holder is eligible for benefits under the Treaty and, if not so eligible, the
material United States federal income tax consequences arising from ownership of
Kinross Warrants, the Echo Bay Warrants, the Kinam Preferred Shares or Common
Shares. In addition, all persons are advised to consult with their own tax
advisors concerning the specific Canadian and U.S. federal, state and local tax
consequences of the acquisition, ownership and disposition of the Kinross
Warrants, the Echo Bay Warrants, the


                                      I-4

<PAGE>


Kinam Preferred Shares or Common Shares in light of their particular situations
as well as any consequences arising under the laws of any other taxing
jurisdiction.

THE KINROSS WARRANTS, THE ECHO BAY WARRANTS AND THE KINAM PREFERRED SHARES

              EXERCISE OF KINROSS WARRANTS AND ECHO BAY WARRANTS AND CONVERSION
OF KINAM PREFERRED SHARES. No gain or loss will be recognized by a U.S. Holder
for United States federal income tax purposes upon exercise of a Kinross Warrant
or an Echo Bay Warrant. Subject to the discussion under "Passive Foreign
Investment Company Considerations" below, (1) the adjusted tax basis of a Common
Share received on exercise of a Kinross Warrant or an Echo Bay Warrant or the
conversion of a Kinam Preferred Shares will be equal to the adjusted tax basis
of the Kinross Warrant, Echo Bay Warrant or Kinam Preferred Share as described
below increased by the U.S. dollar amount of the exercise price paid in foreign
currency and (2) the holding period of the Common Share received will begin on
the day after such exercise.

              ADJUSTMENTS. Adjustments to the conversion ratio or exercise price
of the Kinross Warrants, the Echo Bay Warrants or the Kinam Preferred Shares
pursuant to anti-dilution provisions (see generally "Description of Securities"
in the Prospectus) may result in a taxable constructive dividend to the U.S.
Holders of Kinross Warrants, Kinam Preferred Shares or Echo Bay Warrants
pursuant to Section 305 of the Code, to the extent of the Corporation's current
and/or accumulated earnings and profits, if such change has the effect of
increasing the U.S. Holder's proportionate interest in the Corporation's
earnings and profits or assets. In general, anti-dilution adjustments are not
treated as resulting in deemed dividends. However, if, for example, the
adjustment were considered an adjustment to compensate for taxable cash or
property distributions to other shareholders, a deemed taxable dividend could
result. A U.S. Holder's tax basis for the Kinross Warrants, Kinam Preferred
Shares or Echo Bay Warrants generally would be increased by the amount of any
such constructive dividend.

              PASSIVE FOREIGN INVESTMENT COMPANY CONSIDERATIONS. U.S. persons
owning shares of a passive foreign investment company ("PFIC") are generally
subject to a special United States federal income tax regime with respect to
certain distributions received from the PFIC and with respect to gain on the
sale or other disposition of the shares of the PFIC. For a detailed discussion
of the United States federal income tax rules applicable to PFICs, see "Common
Shares - Passive Foreign Investment Company Considerations."

              Under proposed regulations which have a retroactive proposed
effective date, if the Corporation is a PFIC for any taxable year during a U.S.
Holder's holding period for the Kinross Warrants, a U.S. Holder of a Warrant
will be considered the owner of the Common Shares underlying the Kinross Warrant
for purposes of applying the PFIC rules to the disposition of a Kinross Warrant.
Under such proposed regulations, for purposes of applying the PFIC rules, if the
Corporation is a PFIC, the holding period of a Common Share acquired upon the
exercise of the Kinross Warrant would include the period the Kinross Warrant was
held. If the Corporation is not a PFIC at the closing of the Combination, the
holding period of a Common Share acquired upon the exercise of an Echo Bay
Warrant will not include the holding period prior to the Combination. The
holding period of a Common Share acquired upon conversion of a Kinam Preferred
Share will include the holding period of the Kinam Preferred Share.

COMMON SHARES

              TAXATION OF DIVIDENDS ON COMMON SHARES. Subject to the discussion
under "Passive Foreign Investment Company Considerations" below, the gross
amount of a distribution of cash or property (including any amounts withheld in
respect of Canadian withholding tax, but not including certain distributions of
shares distributed pro rata to all shareholders of the Corporation) with respect
to the Common Shares will be includable in income by a U.S. Holder as a taxable
dividend to the extent of the Corporation's current or accumulated earnings and
profits, computed in accordance with U.S. federal income tax principles. A
dividend distribution will be so included in gross income when received by (or
otherwise made available to) you, and will be characterized as ordinary income
for U.S. federal income tax purposes. Distributions in excess of the
Corporation's current accumulated earnings and profits will be applied against
and will reduce your tax basis in the Common Shares and, to the extent in excess
of such tax basis, will be treated as gain from a sale or exchange of such
Common Shares. United States corporate holders will not be allowed a deduction
for dividends received in respect of distributions on the Common Shares. The
amount includable in your income will be the U.S. dollar value, on the date of
receipt, of the foreign currency distributed, regardless of whether the payment
is actually converted into U.S. dollars. Any gain or loss resulting from foreign
currency exchange rate fluctuations during the period from the date the dividend
is




                                      I-5
<PAGE>


includable in your income to the date the foreign currency is converted into
U.S. dollars will generally be treated as ordinary income or loss.

              A dividend distribution will be treated as foreign source income
and generally will be classified as "passive income" or "financial services
income" for U.S. foreign tax credit purposes. If Canadian withholding taxes are
imposed with respect to such dividend, you will be treated as having actually
received the amount of such taxes and as having paid such amount to the Canadian
taxing authorities. As a result, the amount of dividend income included in your
gross income will be greater than the amount of cash actually received with
respect to such dividend income. You may be able, subject to certain generally
applicable limitations, to claim a foreign tax credit or a deduction for any
Canadian withholding taxes imposed on dividend payments. Special rules apply to
certain individuals whose creditable foreign source income during a taxable year
consists entirely of "qualified passive income" and whose creditable foreign
taxes paid or accrued during the taxable year do not exceed $300 ($600 in the
case of a joint return). The rules relating to the determination of the United
States foreign tax credit are complex, and the calculation of United States
foreign tax credits and, in the case of a U.S. Holder that elects to deduct
foreign taxes, the availability of deductions, involve the application of rules
that depend on a U.S. Holder's particular circumstances. You should, therefore,
consult your own tax advisor regarding the application of the United States
foreign tax credit rules to dividend income on the Common Shares.

              TAXATION ON SALE OR EXCHANGE OF COMMON SHARES. Upon the sale,
redemption or other disposition of a Common Share, you generally will recognize
gain or loss equal to the difference between the amount realized and your
adjusted tax basis in the Common Share. Generally the U.S. dollar value of the
amount realized by a U.S. Holder that (i) receives foreign currency on the sale
or other disposition of a Common Share and (ii) is a cash basis taxpayer or an
accrual basis taxpayer that so elects, will be determined by translating the
foreign currency received at the spot rate of exchange on the settlement date of
the sale or other disposition (or in the case of a non-electing accrual basis
U.S. Holder, the spot rate of the foreign currency on the date of the sale or
other disposition).

              Except as provided under "Passive Foreign Investment Company
Considerations" below, gain or loss recognized on the sale or other disposition
of a Common Share will be capital gain or loss. Net capital gains derived with
respect to capital assets held for more than one year are eligible for reduced
rates of taxation. Certain limitations exist on the deductibility of capital
losses by both corporations and individual taxpayers. Any tax imposed by Canada
directly on the gain from such a sale should be eligible for the United States
foreign tax credit; however, because the gain generally will be United
States-source gain, you might not be able to use the credit otherwise available.
Any loss recognized generally will be allocated to reduce United States-source
income. You should consult your tax advisor regarding the foreign tax credit
implications of the sale, redemption or other disposition of Common Shares.

              PASSIVE FOREIGN INVESTMENT COMPANY CONSIDERATIONS. A foreign
corporation is considered to be a PFIC if, with respect to a taxable year, (1)
at least 75% of its gross income is "passive income" (the "income test") or (2)
at least 50% of the average value of its assets produce "passive income" or are
held for the production of "passive income" (the "asset test"). In applying the
income test and the asset test, if a foreign corporation owns (directly or
indirectly) at least 25% (by value) of the stock of another corporation, such
foreign corporation is treated as if it had directly received its proportionate
share of the gross income of the other corporation and as if it directly owned
its proportionate share of the assets of such other corporation.

              For this purpose, "passive income" generally includes dividends,
interest, certain royalties and rents, and net gains from the sale of stock,
securities or partnership interests. Net gains from commodities transactions are
generally also included within the definition of "passive income", unless such
net gains are derived in the active conduct of a commodities business and
substantially all of the foreign corporation's business is as an active
producer, processor, merchant or handler of commodities (the "commodities
exception"). The commodities exception generally applies only if the
corporation's gross receipts from qualified active sales equals or exceeds 85%
of its gross receipts.

              The PFIC asset test is applied using the fair market value of a
foreign corporation's assets, not the adjusted book value of its assets. The
legislative history to the PFIC rules provides that in applying the PFIC asset
test, the total value of a publicly-traded corporation's assets "generally" will
be treated as equal to the sum of the aggregate value of its outstanding stock
plus its liabilities (the "General Rule"). There are, however, no regulations or
other guidance which define when this General Rule applies and when it does not
apply, and how it applies in particular circumstances.




                                      I-6
<PAGE>


              The determination of whether or not the Corporation is a PFIC is a
factual determination that must be made annually after the close of each taxable
year and must take into account the activities, income and assets of each of the
Corporation's subsidiaries, including, if acquired, those subsidiaries acquired
pursuant to the Combination. As a result, it cannot at present be determined
with certainty whether the Corporation will be a PFIC in the current taxable
year ending December 31, 2003 or in any future taxable year. This determination
will depend on the various sources of the Corporation's income and whether the
commodities exception is satisfied. In addition, this determination will depend
on the relative values of the Corporation's passive assets, such as cash, and
the relative values of its non-passive assets, including goodwill. Furthermore,
since the goodwill of a publicly-traded corporation such as the Corporation is
largely a function of the trading price of its shares, the valuation of that
goodwill may be subject to significant change throughout the year. Therefore, it
is possible that the Corporation could become a PFIC for its current taxable
year or any subsequent taxable year due to the nature of its income or its
assets or as the result of a decrease in the trading price of the Common Shares.
If the Corporation becomes a PFIC in any taxable year in your holding period, it
generally will remain a PFIC for all subsequent taxable years with respect to
you.

              In general, if the Corporation were a PFIC:

                  (a) Any distribution made by the Corporation during a taxable
         year to you with respect to the Common Shares will be an "excess
         distribution" (defined generally as the excess of the amount received
         with respect to the Common Shares in any taxable year over 125% of the
         average amount received in the three previous taxable years or, if
         shorter, your holding period before the taxable year) and must be
         allocated ratably to each day of your holding period. The amount
         allocated to the current taxable year will be included as ordinary
         income for that year. The amount allocated to each prior PFIC year in
         your holding period generally will be taxed as ordinary income at the
         highest rate in effect for you in that prior year and such tax will be
         subject to an interest charge at the rate applicable to income tax
         deficiencies as if it were overdue with respect to such prior year.

                  (b) The entire amount of any gain realized upon the sale or
         other disposition (generally including any disposition that would
         otherwise be tax-free and the use of a Common Share as security for an
         obligation) of a Common Share that is held during more than one taxable
         year will be treated as an excess distribution made in the year of sale
         or other disposition and, as a consequence, will be treated as ordinary
         income (rather than capital gain), and to the extent allocated to PFIC
         years in your holding period prior to the year of sale or other
         disposition, will be subject to the interest charge described above.

              Among other PFIC elections which may be available, a so-called
"mark-to-market election" may be made by a U.S. person who owns marketable stock
in a PFIC at the close of such person's taxable year. If a mark-to-market
election is made, instead of the PFIC rules described above, such U.S. person
would generally be required to include as ordinary income or, to the extent
described in the next sentence, be allowed an ordinary loss deduction in an
amount equal to the difference between the fair market value of such stock as of
the close of such taxable year or the amount realized from a sale or other
disposition and its adjusted basis, and certain additional rules would apply. An
ordinary loss deduction will be allowed only to the extent that ordinary income
was previously included under the mark-to-market election and was not
substantially offset by ordinary loss deductions. The mark-to-market election is
made with respect to marketable stock in a PFIC on a shareholder-by-shareholder
basis and, once made, can only be revoked with the consent of the IRS. The
Common Shares will be treated as marketable stock for these purposes provided
that the shares continue to be actively traded on an established stock exchange.
U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE CONSEQUENCES
AND ADVISABILITY OF MAKING SUCH A MARK-TO-MARKET ELECTION AND WHETHER ANY OTHER
PFIC ELECTION IS AVAILABLE.

              A shareholder in a PFIC who is a U.S. person is generally required
to file with his United States federal income tax return a completed Form 8621
in each year that he owns shares in the PFIC.

U.S. INFORMATION REPORTING AND BACKUP WITHHOLDING

              Payments of dividends on and proceeds from the sale or other
disposition of the Common Shares may be subject to information reporting to the
IRS and backup withholding at a current rate of 27% on the gross proceeds
received. Backup withholding will not apply to a holder who furnishes a correct
taxpayer identification number or certificate of foreign status and makes any
other required certification, or who is otherwise exempt from backup
withholding. U.S. persons who are required to establish their exempt status
generally must provide IRS Form W-9




                                      I-7
<PAGE>


(Request for Taxpayer Identification Number and Certification). Persons in doubt
as to the necessity of furnishing this form should consult their own tax
advisors. Non-U.S. Holders generally will not be subject to U.S. information
reporting or backup withholding. However, such Non-U.S. Holders may be required
to provide certification of non-U.S. status (generally on IRS Form W-8BEN) in
connection with payments received in the United States or through certain
U.S.-related financial intermediaries.

              Amounts withheld as backup withholding may be credited against a
holder's U.S. federal income tax liability. A holder may obtain a refund of any
excess amounts withheld under the backup withholding rules by filing the
appropriate claim for refund with the IRS and furnishing any required
information.

                     EXCHANGE RATE DATA AND DIVIDEND HISTORY

              See "Currency" in the accompanying Prospectus.

              The Corporation has not paid any dividends on the Common Shares in
the past five years.





                                      I-8
<PAGE>



                              AVAILABLE INFORMATION

              The Corporation is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended, and in accordance therewith
files reports and other information with the U.S. Securities and Exchange
Commission (the "SEC"). Such reports and other information filed by the
Corporation may be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549 and at the SEC's following regional offices: Chicago
Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and New York Regional Office, 233 Broadway, New
York, New York, 10279. Copies of such material can also be obtained at
prescribed rates from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Prospective investors may
call the SEC at 1-800-SEC-0330 for further information regarding the Public
References facilities.

              The Corporation has filed with the SEC a registration statement on
Form F-10 under the Securities Act of 1933, as amended, with respect to the
Underlying Securities offered hereby. The accompanying Prospectus does not
contain all of the information set forth in the registration statement, certain
parts of which are omitted in accordance with the rules and regulations of the
SEC. For further information with respect to the Corporation and the Underlying
Securities offered hereby, reference is made to the registration statement and
the exhibits thereto, which may be inspected without charge at, and copies of
which may be obtained at prescribed rates from, the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
Copies of the documents incorporated by reference may be obtained on request
without charge from Shelley M. Riley, Corporate Secretary, Kinross Gold
Corporation, 52nd Floor, Scotia Plaza, 40 King Street West, Toronto, Ontario M5H
3Y2, Canada, telephone (416) 365-5198.

               SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

              The accompanying Prospectus contains or incorporates
forward-looking statements, including statements regarding the business and
anticipated financial performance of the Corporation. These statements are
subject to a number of risks and uncertainties that may cause actual results to
differ materially from those contemplated by the forward-looking statements.
Some of the factors that could cause such differences are described under the
heading "Risk Factors", including the specific considerations discussed in the
accompanying Prospectus, the Renewal Annual Information Form and the Proxy
Circular (as defined in the Prospectus), which are incorporated by reference
into the accompanying Prospectus. The Corporation disclaims any intention or
obligation to update or reissue any forward-looking statements or information,
whether as a result of new information, future events or otherwise.

                                     EXPERTS

              The financial statements incorporated by reference from the Proxy
Circular (as defined in the Prospectus), as filed with the SEC on a Report on
Form 6-K on December 24, 2002 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

              The consolidated financial statements of TVX Gold Inc. as of
December 31, 2001 and 2000, and for each of the three-years ended December 31,
2001, as contained in the Proxy Circular (as defined in the Prospectus)
incorporated by reference have been audited by PricewaterhouseCoopers LLP,
independent public auditors, as set forth in their report given on the authority
of such firm as experts in auditing and accounting.

              The consolidated financial statements of Echo Bay Mines Ltd. as at
December 31, 2001 and 2000, and for each of the years in the three-year period
ended December 31, 2001, as contained in the Proxy Circular (as defined in the
Prospectus) incorporated by reference have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report given on the authority of
such firm as experts in auditing and accounting.




                                      I-9
<PAGE>


              DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

         The following documents have been filed with the SEC as part of this
registration statement of which the accompanying Prospectus forms a part: the
documents referred to in "Documents Incorporated by Reference" in the
Prospectus; the consents of Deloitte & Touche LLP, PricewaterhouseCoopers LLP,
Ernst & Young LLP; and certain powers of attorney.



                                      I-10
<PAGE>


A COPY OF THIS PRELIMINARY SHORT FORM PROSPECTUS HAS BEEN FILED WITH THE
SECURITIES REGULATORY AUTHORITIES IN THE PROVINCES OF ONTARIO AND QUEBEC BUT HAS
NOT YET BECOME FINAL FOR THE PURPOSE OF THE SALE OF SECURITIES. INFORMATION
CONTAINED IN THIS PRELIMINARY SHORT FORM PROSPECTUS MAY NOT BE COMPLETE AND MAY
HAVE TO BE AMENDED. THE SECURITIES MAY NOT BE SOLD UNTIL A RECEIPT FOR THE SHORT
FORM PROSPECTUS IS OBTAINED FROM THE SECURITIES REGULATORY AUTHORITIES.

THIS SHORT FORM BASE SHELF PROSPECTUS CONSTITUTES A PUBLIC OFFERING OF THESE
SECURITIES ONLY IN THOSE JURISDICTIONS WHERE THEY MAY BE LAWFULLY OFFERED FOR
SALE AND THEREIN ONLY BY PERSONS PERMITTED TO SELL SUCH SECURITIES. NO
SECURITIES REGULATORY AUTHORITY HAS EXPRESSED AN OPINION ABOUT THESE SECURITIES
AND IT IS AN OFFENCE TO CLAIM OTHERWISE.

THIS SHORT FORM BASE SHELF PROSPECTUS HAS BEEN FILED UNDER LEGISLATION IN THE
PROVINCES OF ONTARIO AND QUEBEC THAT PERMITS CERTAIN INFORMATION ABOUT THESE
SECURITIES TO BE DETERMINED AFTER THIS PROSPECTUS HAS BECOME FINAL AND PERMITS
THE OMISSION FROM THIS PROSPECTUS OF THAT INFORMATION. THE LEGISLATION REQUIRES
THE DELIVERY TO PURCHASERS OF A PROSPECTUS SUPPLEMENT CONTAINING THE OMITTED
INFORMATION WITHIN A SPECIFIED PERIOD OF TIME AFTER AGREEING TO PURCHASE ANY OF
THESE SECURITIES


New Issue                                                       January 22, 2003


                  PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS


                            KINROSS GOLD CORPORATION

                            46,414,663 COMMON SHARES

         This prospectus (the "Prospectus") is being filed by Kinross Gold
Corporation ("Kinross" or the "Corporation"): (a) to qualify, in the Province of
Quebec, the distribution of 25,000,000 common shares (the "Common Shares") of
Kinross (or such greater or lesser number of Common Shares as may be necessary
to reflect share consolidations, share splits or similar changes) issuable upon
the exercise of outstanding Common Share purchase warrants issued by Kinross on
December 5, 2002 (the "Kinross Warrants") (See "Description of
Securities-Kinross Warrants"); (b) to register in the United States, under the
multijurisdictional disclosure system adopted by the securities regulatory
authorities in Canada and the United States, up to 25,000,000 Common Shares (or
such greater or lesser number of Common Shares as may be necessary to reflect
share consolidations, share splits or similar changes), issuable upon the
exercise of outstanding Kinross Warrants; (c) to register, in the United States,
under the multijurisdictional disclosure system, up to 20,330,284 Common Shares
(or such greater or lesser number of Common Shares as may be necessary to
reflect share consolidations, share splits or similar changes) upon the exercise
of outstanding warrants issued by Echo Bay Mines Ltd. (the "Echo Bay Warrants")
(see "Plan of Distribution-Echo Bay Warrants"); and (d) to register in the
United States, under the multijurisdictional disclosure system, up to 1,084,379
Common Shares (or such greater or lesser number of Common Shares as may be
necessary to reflect share consolidations, share splits or similar changes)
issuable upon the conversion of outstanding preferred shares of Kinam Gold Inc.,
a subsidiary of Kinross (the "Kinam Preferred Shares") (See "Description of
Securities-Kinam Preferred Shares").

          The Common Shares issuable pursuant to the exercise of the Kinross
Warrants and the Echo Bay Warrants and the Common Shares issuable on conversion
of the Kinam Preferred Shares are referred to herein as the "Underlying
Securities".

         No underwriting fee will be paid by Kinross on the issue of Common
Shares pursuant to the exercise of the Kinross Warrants or the Echo Bay Warrants
or upon conversion of the Kinam Preferred Shares. The Corporation will not
receive any proceeds upon the conversion of the Kinam Preferred Shares to Common
Shares.

         The Common Shares are listed and posted for trading on the American
Stock Exchange under the symbol "KGC" and the Toronto Stock Exchange (the "TSX")
under the symbol "K". Kinross has applied to list the Common Shares on the New
York Stock Exchange ("NYSE") upon completion of the Arrangement (as hereinafter
defined). If the Common Shares are listed on the NYSE, they will be delisted
from the American Stock Exchange.




                                      I-11
<PAGE>




<TABLE>
<CAPTION>
                                                                                              TOTAL PROCEEDS TO THE
                                    PRICE TO THE PUBLIC        UNDERWRITING DISCOUNTS AND          CORPORATION
                                           (1)(2)                 COMMISSIONS (3)                    (4) (5)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                                <C>                           <C>                          <C>
Per Common Share issuable on             Cdn.$5.00                      nil                     Cdn.$125,000,000
exercise of the Kinross
Warrants
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Per Common Share issued on             Cdn.$2.6574                      nil                     Cdn.$54,025,696
exercise of the Echo Bay
Warrants
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
       Total                                   n/a                      nil                     Cdn.$179,025,696
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>



(1)      If the Kinross Share Consolidation (as hereinafter defined) occurs, the
         exercise price per each three Kinross Warrants will be Cdn.$15.00 for
         one Common Share and the exercise price for each 5.77 Echo Bay Warrants
         will be U.S.$5.1933 (Cdn. $7.97) for one Common Share.

(2)      The exercise price of the Echo Bay Warrants is payable in U.S. dollars.
         For the purposes of this table, it has been converted from U.S.$1.7307
         for each 1.92 Echo Bay Warrants to Cdn.$2.6574 on the basis of the Bank
         of Canada noon spot rate for January 17, 2003 of Cdn. $1.5354 per U.S.
         dollar.

(3)      No underwriting discounts or commissions will be paid. The Common
         Shares will be offered directly by the Corporation.

(4)      Before deducting offering expenses estimated at Cdn.$80,000.

(5)      Assumes that all of the Kinross Warrants and the Echo Bay Warrants are
         exercised.

         THIS OFFERING IS MADE BY A CANADIAN ISSUER THAT IS PERMITTED, UNDER THE
MULTIJURISDICTIONAL DISCLOSURE SYSTEM ADOPTED BY THE SECURITIES REGULATORY
AUTHORITIES IN CANADA AND THE UNITED STATES, TO PREPARE THIS PROSPECTUS IN
ACCORDANCE WITH THE DISCLOSURE REQUIREMENTS OF CANADA. PROSPECTIVE INVESTORS IN
THE UNITED STATES SHOULD BE AWARE THAT SUCH REQUIREMENTS ARE DIFFERENT FROM
THOSE OF THE UNITED STATES. THE FINANCIAL STATEMENTS INCLUDED OR INCORPORATED
HEREIN HAVE BEEN PREPARED IN ACCORDANCE WITH CANADIAN GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES, AND MAY BE SUBJECT TO CANADIAN AUDITING AND AUDITOR
INDEPENDENCE STANDARDS, AND THUS MAY NOT BE COMPARABLE TO FINANCIAL STATEMENTS
OF UNITED STATES COMPANIES.

          PROSPECTIVE INVESTORS IN THE UNITED STATES SHOULD BE AWARE THAT THE
ACQUISITION OF THE UNDERLYING SECURITIES MAY HAVE TAX CONSEQUENCES BOTH IN THE
UNITED STATES AND IN CANADA. SUCH CONSEQUENCES FOR INVESTORS WHO ARE RESIDENT
IN, OR CITIZENS OF, THE UNITED STATES MAY NOT BE FULLY DESCRIBED HEREIN. THE
ENFORCEMENT BY INVESTORS OF CIVIL LIABILITIES UNDER THE UNITED STATES FEDERAL
SECURITIES LAWS MAY BE AFFECTED ADVERSELY BY THE FACT THAT THE CORPORATION IS
GOVERNED BY THE LAWS OF CANADA, THAT SOME OR ALL OF ITS OFFICERS AND DIRECTORS
MAY BE RESIDENTS OF CANADA, THAT SOME OR ALL OF THE EXPERTS NAMED HEREIN MAY BE
RESIDENTS OF CANADA, AND THAT ALL OR SUBSTANTIAL PORTION OF THE ASSETS OF THE
CORPORATION AND SAID PERSONS MAY BE LOCATED OUTSIDE THE UNITED STATES.

          THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.


                                      I-12

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                       Page
                                                                       ----
<S>                                                                   <C>
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION                     I-14

DOCUMENTS INCORPORATED BY REFERENCE                                    I-14

AVAILABLE INFORMATION                                                  I-15

CURRENCY                                                               I-15

KINROSS GOLD CORPORATION                                               I-16

RECENT DEVELOPMENTS                                                    I-16

COMBINATION OF THE CORPORATION, TVX GOLD INC. AND
  ECHO BAY MINES LTD. AND ACQUISITION OF  THE NEWMONT INTEREST         I-18

         Combination Among Kinross, TVX and Echo Bay                   I-18

         Pro Forma Summary Consolidated Capitalization                 I-18

DESCRIPTION OF SECURITIES                                              I-20

         Common Shares                                                 I-21

         Kinross Warrants                                              I-21

         Kinross Preferred Shares                                      I-22

         Kinam Preferred Shares                                        I-23

         Convertible Debentures                                        I-23

USE OF PROCEEDS                                                        I-24

PLAN OF DISTRIBUTION                                                   I-24

         Echo Bay Warrants                                             I-24

RISK FACTORS                                                           I-24

LEGAL MATTERS                                                          I-24

STATUTORY RIGHTS OF WITHDRAWAL AND RECISION                            I-25

CERTIFICATE OF THE CORPORATION                                         I-26
</TABLE>






                                      I-13

<PAGE>


               SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

         This Prospectus contains or incorporates forward-looking statements,
including statements regarding the business and anticipated financial
performance of the Corporation. These statements, which for U.S. purposes, are
made pursuant to the "safe harbour" provisions of the United States Private
Securities Litigation Reform Act of 1995, are subject to a number of risks and
uncertainties that may cause actual results to differ materially from those
contemplated by the forward-looking statements. Some of the factors that could
cause such differences are described under the heading "Risk Factors", including
the specific considerations discussed in this Prospectus and in the
Corporation's management information circular and management information
circular supplement dated December 20, 2002, which is incorporated by reference
into this Prospectus. The Corporation disclaims any intention or obligation to
update or reissue any forward-looking statements or information, whether as a
result of new information, future events or otherwise.

                       DOCUMENTS INCORPORATED BY REFERENCE


         INFORMATION HAS BEEN INCORPORATED BY REFERENCE IN THIS PROSPECTUS FROM
DOCUMENTS FILED WITH SECURITIES COMMISSIONS OR SIMILAR AUTHORITIES IN CANADA
(the "Canadian Securities Authorities"). Copies of the documents incorporated
herein by reference may be obtained on request without charge from the Corporate
Secretary of Kinross at Suite 5200, Scotia Plaza, 40 King Street West, Toronto,
Ontario M5H 3Y2, telephone number (416) 365-5123. These documents are also
available through the Internet on the System for Electronic Document Analysis
and Retrieval, which can be accessed at www.sedar.com. For the purpose of the
Province of Quebec, this simplified Prospectus contains information to be
completed by consulting the permanent information record. A copy of the
permanent information record may be obtained from the Corporate Secretary of the
Corporation at the above-mentioned address and telephone number.

         The following documents are specifically incorporated by reference in,
and form an integral part of this Prospectus:

         (a)      the Amended Renewal Annual Information Form of the Corporation
                  dated May 9, 2002 ("Renewal Annual Information Form");

         (b)      the amended management's discussion and analysis of financial
                  condition and results of operations contained in the
                  Corporation's annual report for the year ended December 31,
                  2001;

         (c)      the restated consolidated financial statements of the
                  Corporation as at December 31, 2001 and 2000 and for the years
                  ended December 31, 2001, 2000 and 1999, together with the
                  auditors' report thereon and the notes thereto set forth in
                  the Proxy Circular (as hereinafter defined);

         (d)      the unaudited consolidated financial statements of Kinross as
                  at and for the nine months ended September 30, 2002 and 2001
                  together with the notes thereto set forth in the Proxy
                  Circular (as hereinafter defined);

         (e)      the interim management's discussion and analysis of financial
                  conditions and results of operation dated November 13, 2002
                  and for the nine months ended September 30, 2002;

         (f)      the management information circular, management information
                  circular supplement and proxy materials of the Corporation
                  (the "Proxy Circular") dated December 20, 2002 (excluding
                  those sections not required to be incorporated by reference
                  herein); and

         (g)      material change report dated January 22, 2003 relating to
                  certain new developments regarding the proposed acquisition of
                  shares of the Corporation's 54.7% owned subsidiary, Omolon
                  Gold Mining Company and the dismissal of certain lawsuits
                  against Omolon.

         ANY MATERIAL CHANGE REPORT (EXCLUDING CONFIDENTIAL MATERIAL CHANGE
REPORTS), ANNUAL INFORMATION FORM, INTERIM FINANCIAL STATEMENT, ANNUAL FINANCIAL
STATEMENT, MANAGEMENT DISCUSSION AND ANALYSIS AND INFORMATION CIRCULARS, ALL AS
FILED BY THE CORPORATION WITH THE VARIOUS SECURITIES COMMISSIONS OR SIMILAR
AUTHORITIES IN CANADA PURSUANT TO THE REQUIREMENTS OF APPLICABLE SECURITIES
LEGISLATION AFTER THE DATE OF THIS




                                      I-14
<PAGE>



PROSPECTUS SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
IN ADDITION, ANY SIMILAR DOCUMENTS FILED ON FORM 6-K OR FORM 40-F BY THE
CORPORATION WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OF THIS
PROSPECTUS AND PRIOR TO THE COMPLETION OR WITHDRAWAL OF THIS OFFERING SHALL BE
DEEMED TO BE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS, IF AND TO THE
EXTENT EXPRESSLY PROVIDED FOR IN SUCH REPORTS ON FORM 6-K OR FORM 40-F.

         ANY STATEMENT CONTAINED IN THIS PROSPECTUS OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN SHALL BE DEEMED TO
BE MODIFIED OR SUPERSEDED, FOR PURPOSES OF THIS PROSPECTUS, TO THE EXTENT THAT A
STATEMENT CONTAINED HEREIN OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT THAT ALSO
IS, OR IS DEEMED TO BE, INCORPORATED BY REFERENCE HEREIN MODIFIES, REPLACES OR
SUPERSEDES SUCH STATEMENT. ANY STATEMENT SO MODIFIED OR SUPERSEDED SHALL NOT BE
DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF THIS
PROSPECTUS. THE MODIFYING OR SUPERSEDING STATEMENT NEED NOT STATE THAT IT HAS
MODIFIED OR SUPERSEDED A PRIOR STATEMENT OR INCLUDE ANY OTHER INFORMATION SET
FORTH IN THE DOCUMENT THAT IT MODIFIES OR SUPERSEDES.

         THE MAKING OF A MODIFYING OR SUPERSEDING STATEMENT SHALL NOT BE DEEMED
AN ADMISSION FOR ANY PURPOSES THAT THE MODIFIED OR SUPERSEDED STATEMENT, WHEN
MADE, CONSTITUTED A MISREPRESENTATION, AN UNTRUE STATEMENT OF A MATERIAL FACT OR
AN OMISSION TO STATE A MATERIAL FACT THAT IS REQUIRED TO BE STATED OR THAT IS
NECESSARY TO MAKE A STATEMENT NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES IN
WHICH IT WAS MADE.

         Upon a renewal annual information form and the related annual audited
consolidated financial statements together with the auditors' report thereon and
management's discussion and analysis contained therein being filed by the
Corporation with, and where required, accepted by, the applicable securities
regulatory authorities during the currency of this Prospectus, the previous
annual information form, the previous annual audited consolidated financial
statements and all interim financial statements, quarterly management's
discussion and analysis, material change reports and management proxy circulars
filed prior to the commencement of the Corporation's financial year in which the
new annual information form was filed no longer shall be deemed to be
incorporated by reference in this Prospectus for the purpose of future offers
and sales of the Underlying Securities hereunder.

                              AVAILABLE INFORMATION

         The Corporation is subject to the informational requirements of the
United States Securities Exchange Act of 1934, as amended, and in accordance
therewith files reports and other information with the SEC. Such reports and
other information filed by the Corporation may be inspected and copied at the
public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Copies of such materials
can also be obtained at prescribed rates from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
Prospective investors may call the SEC at 1-800-SEC-0330 for further information
regarding the Public Reference facilities. The SEC also maintains a website, at
http://www.sec.gov, that contains reports and other information filed by the
Corporation with the SEC on or after December 24, 2002.

         The Corporation intends to file with the SEC a registration statement
on Form F-10 under the United States Securities Act of 1933, as amended, with
respect to the Underlying Securities. This Prospectus does not contain all of
the information that will be set forth in any such registration statement,
certain parts of which will be omitted in accordance with the rules and
regulations of the SEC. For further information with respect to the Corporation
and the Underlying Securities, reference is made to the registration statement
and the exhibits thereto, which will be publicly available as described in the
preceding paragraph.

                                    CURRENCY

         Unless otherwise indicated all references to "Cdn.$", "$" or "dollars"
in this Prospectus refer to the Canadian dollar and "U.S.$" refers to United
States Dollars. On January 17, 2003, the Bank of Canada noon rate of exchange
was Cdn.$1.00 equals U.S.$06513 (U.S. $1.00 equals Cdn. $1.5354).

         The high and low noon spot rates for the United States dollar in terms
of Canadian dollars for each of the three years ended December 31, 2000, 2001
and 2002, and the noon spot rate and closing rate at the year end for each of
those years as reported by the Bank of Canada, were as follows:



                                      I-15
<PAGE>



<TABLE>
<CAPTION>
                                                                                          DECEMBER 31,
                                                                           -------------------------------------------
                                                                                2002           2001          2000
                                                                           ---------------- ------------ -------------
                                                                                      (expressed in Cdn.$)
<S>                                                                          <C>            <C>           <C>
Closing...............................................................       $1.5776        $1.5928       $1.4995
High..................................................................       $1.6132        $1.6012        1.5593
Low...................................................................       $1.5110        $1.4936        1.4341
Noon..................................................................       $1.5796        $1.5926        1.5002
</TABLE>

                            KINROSS GOLD CORPORATION

         The Corporation was continued under the Business Corporations Act
(Ontario) on May 31, 1993 by articles of arrangement pursuant to which CMP
Resources Ltd., Plexus Resources Corporation and 1021105 Ontario Corp.
amalgamated by way of arrangement. The Corporation and Falconbridge Amalco Inc.,
a corporation that was formed upon the amalgamation of Falconbridge Gold
Corporation and FGC Acquisition Inc., then amalgamated on December 31, 1993 by
way of arrangement. The Corporation filed articles of amalgamation on December
29, 2000 in connection with an amalgamation with La Teko Resources Inc. The
registered office and principal place of business of the Corporation is located
at Suite 5200, Scotia Plaza, 40 King Street West, Toronto, Ontario, M5H 3Y2. See
also "Combination of the Corporation, TVX Gold Inc. and Echo Bay Mines Ltd. and
Acquisition of the Newmont Interest".

         The Corporation is principally engaged in the exploration for and the
acquisition, development and operation of gold-bearing properties. At present,
the three primary operating properties of the Corporation are located in Canada,
the United States and the Russian Far East. Exploration activities are
undertaken in these countries and others. The Corporation's principal product
and source of cash flow is gold.

         The Corporation's primary operating properties consist of a 100%
interest in the Fort Knox mine near Fairbanks, Alaska; through its 49% interest
in the Porcupine Joint Venture, a 49% interest in the Hoyle Pond mine and the
Dome mine, both near Timmins, Ontario; and a 54.7% interest in the Kubaka mine
in the Magadan Oblast situated in far east Russia. In addition, the Corporation
holds a 100% interest in the Blanket mine situated in Zimbabwe and other mining
properties in various stages of exploration, development, reclamation and
closure. The Corporation holds its interests in each of these properties in
accordance with industry standards.

                               RECENT DEVELOPMENTS

         Omolon Share Repurchase

          Kinross conducts business in Russia through its 54.7%-owned Russian
subsidiary, Omolon Gold Mining Company. During the first half of 2002, two of
Omolon's Russian shareholders and the Magadan Administration, on behalf of a
third Russian shareholder of Omolon (collectively, these Russian shareholders
hold 38.1% of the outstanding shares of Omolon), separately instituted legal
proceedings against Omolon asserting that the original issuance of shares was
flawed, due to a failure to follow certain registration procedures required
under Russian law, and that the original share issuance was therefore null and
void. The lawsuit initiated by the Magadan Administration on behalf of a Russian
shareholder was dismissed with prejudice on January 13, 2003, and, on January
20, 2003, the lawsuit brought by the largest Russian shareholder, holding 24.96
percent of Omolon (which had also initiated an action to arrest Omolon's
assets), was also dismissed with prejudice.

          Underlying these disputes were unpaid loans made by the Magadan
Administration to these Russian shareholders at the time Omolon was capitalized.
In the face of the inability of these shareholders to repay the loans, there was
an effort to shift the burden of repayment to Omolon. These lawsuits were
encouraged by the Magadan Administration as the major creditor of these
shareholders.

          In connection with these lawsuits, certain bank accounts of Omolon
containing the ruble equivalent of U.S.$22.1 million were placed under arrest
pursuant to an order of a court in the Magadan region of the Russian Federation.
On January 8, 2003, the Magadan Court's order arresting these bank accounts was
cancelled on appeal. The appellate decision took effect immediately. All
accounts and other assets of Omolon previously under arrest are expected to be
released by the end of January 2003.




                                      I-16
<PAGE>



         In an effort to resolve the lawsuits, Omolon, the Russian Ministry of
Finance ("MinFin") and the Magadan Administration, on its own behalf and on
behalf of the two largest shareholders of Omolon, executed two protocols
reflecting the agreements in principle reached during meetings in Moscow in
October 2002. The agreements in principle provided that:

o        Omolon will purchase up to 45.2% of its outstanding shares currently
         held by its Russian shareholders for the ruble equivalent of U.S.$45.4
         million;

o        each Russian shareholder will withdraw any pending lawsuits asserted by
         it;

o        the court order arresting the accounts will be lifted;

o        the purchase price for the shares to be paid by Omolon to each of the
         selling shareholders will be sufficient to repay their "gold" loans;

o        the Magadan Administration would issue a letter addressed to Omolon
         confirming that the amounts received by the Russian shareholders of
         Omolon for their shares would be sufficient to fully repay their debts
         to the Magadan Administration under the gold loans; and

o        the deal would be overseen by MinFin and all transactions would be
         effected through the federally-owned bank, Vnesheconombank.

         On December 3, 2002, in accordance with the agreements in principle,
Omolon entered into separate binding share purchase agreements with four of its
five Russian shareholders (holding, in the aggregate, 44.17% of Omolon's
shares). The share purchase agreements provide that Omolon will provide a letter
of credit at Vnesheconombank for each tendering shareholder in the amount of the
respective purchase price. Payments under the share purchase agreements would be
transferred to MinFin in repayment of the gold loans provided to the Magadan
Administration by the Russian Government. In order to draw down on the letters
of credit, the four shareholders are required to satisfy certain conditions,
including the production of written transfer instructions for their shares
signed by duly authorized representatives, dismissal of the respective lawsuits
against Omolon and the procurement of an amendment to Omolon's mining licence
permitting unrestricted ownership by a foreign entity.

         In December 2002, Omolon transferred a substantial portion of the
purchase price for the shares to Vnesheconombank. However, further transfer of
the funds was delayed by Vnesheconombank as a result of its dissatisfaction with
the proposed mechanics of transfer of the share purchase payments from the
Magadan Administration to MinFin in repayment of the gold loans. Vnesheconombank
requested further written assurances from the Magadan Administration with
respect to the mechanics of such transfer. These further written assurances
require the approval of the Governor of Magadan. The acting Governor apparently
is unwilling to sign any documentation relating to these transactions until
after the upcoming election. The election is scheduled for February 2, 2003, but
it may be some time thereafter before the results are settled and the matter
makes it onto the new Governor's agenda. Kinross believes, based on discussions
with the Magadan Administration's representatives and MinFin's representatives
and the dismissals of the cases referred to above, and in light of other factors
referred to above, that the share purchase transactions will close by the end of
the first quarter of 2003. There is no adverse impact on Kinross due to the
delay in completing the acquisition of the shares of Omolon.

         Unit Offering

         On December 5, 2002, the Corporation completed a public offering in
Canada of 50,000,000 units (the "Units", each unit consisting of one Common
share and one-half of one Kinross Warrant) at a price of Cdn.$3.05 per Unit for
total net proceeds of Cdn.$145.4 million. A portion of the Units were sold in
the United States pursuant to a private placement (the "Private Placement"). One
whole Kinross Warrant is exerciseable on or before December 5, 2007, for one
Kinross common share at an exercise price of Cdn.$5.00. A commission equal to 4%
of the total proceeds of the offering was paid to the underwriters upon closing.
Assuming the Combination (as hereinafter defined) is completed, the Corporation
intends to use the proceeds of the offering for the acquisition of Newmont
Mining Corporation's ("Newmont") interest in the TVX Newmont Americas joint
venture. If the combination is not completed, the proceeds of the offering will
be used for general corporate purposes.




                                      I-17
<PAGE>



         Credit Facility

         On December 3, 2002, Kinross entered into a commitment letter with a
syndicate of financial institutions for the provision of a U.S.$125 million
revolving credit facility maturing December 31, 2005 to be used for the purpose
of replacing existing letters of credit outstanding under Kinross' current
secured credit agreement and for additional letters of credit required for the
TVX Gold Inc. ("TVX") and Echo Bay Mines Ltd. ("Echo Bay") financial assurance
requirements for mine closure with various regulatory bodies. Kinross expects
that the credit facility will be secured by first ranking security interests in
substantially all of Kinross' (and its subsidiaries) assets, properties and
undertaking and will also contain a number of financial and operating covenants.
The covenants include (but are not limited to) a leverage ratio of net debt to
operating cash flow, an interest coverage ratio of operating cash flow to
interest expense, minimum unencumbered cash balances, and minimum proven and
probable reserves. Availability of the credit facility will be subject to a
number of conditions precedent, including the completion of the Combination (as
hereinafter defined), and a review by independent engineers of the reclamation
liability and operating performance of the properties. There can be no assurance
that the commitment letter will result in a definitive agreement for the
provision of a revolving credit facility (or that the terms of any definitive
agreement will not differ materially from the terms contained in the commitment
letter).

         Suspension of Stratoni Mining Operations by TVX

         TVX, one of the parties to the proposed business combination among the
Corporation, Echo Bay and TVX (see "Combination of the Corporation, TVX Gold
Inc. and Echo Bay Mines Ltd. and Acquisition of the Newmont Interest), announced
on January 9, 2003 that its Greek Subsidiary, TVX Hellas, had received notice
from the Greek Ministry of Development that mining in certain areas of the
Stratoni base metal operation in Greece should cease until a joint ministerial
decision signed by five ministries of the Greek Government is obtained and the
mining permits are re-approved. TVX also announced that as a result, it has
declared force majeure at its Stratoni operation and ceased mining operations.
TVX indicated that if it is unable to resume mining operations at Stratoni, as a
result of the failure to obtain re-approval of the permits or otherwise, TVX
will not continue to generate revenue from this operation and, in the event of a
long-term or permanent suspension of mining operations at Stratoni, it is
unlikely that TVX would continue to report the mineralization as reserves.

         TVX/Alpha Group Litigation

         On January 22, 2003 TVX announced that the Alpha Group has brought a
motion in connection with its ongoing litigation with TVX which TVX expects will
be heard on January 22, 2003. TVX stated that the motion seeks a mandatory
interlocutory injunction requiring TVX to disclose to the Alpha Group an
allocation among TVX's assets of the consideration to be paid to TVX
shareholders pursuant to the Combination (as hereinafter defined). TVX further
stated that the Alpha Group has alleged that it has a right of first refusal
over TVX's Greek assets and that the right is triggered by the Combination. TVX
stated that it disputes that there is any right of first refusal or that any
such purported right is triggered by the business combination.

         TVX also stated that the motion by the Alpha Group also seeks leave to
amend the statement of claim issued by the Alpha Group relating to the
litigation to seek, among other things, an interim interlocutory injunction
prohibiting TVX from completing the Combination, insofar as it relates to TVX's
Greek assets, pending the exercise by the Alpha Group of its alleged right of
first refusal. TVX also indicated that to date, the Alpha Group has not sought
an injunction to restrain the Combination, but stated that it may do so if leave
to amend the statement of claim is granted.

    COMBINATION OF THE CORPORATION, TVX GOLD INC. AND ECHO BAY MINES LTD. AND
                      ACQUISITION OF THE NEWMONT INTEREST

         COMBINATION AMONG KINROSS, TVX AND ECHO BAY

         Kinross, TVX and Echo Bay entered into a combination agreement dated as
of June 10, 2002, as amended as of July 12, 2002 and November 19, 2002, for the
purpose of combining the ownership of their respective businesses by way of a
plan of arrangement under the Canada Business Corporations Act (the "CBCA").
This transaction is referred to as the "Arrangement" in this Prospectus.




                                      I-18
<PAGE>



          In a separate transaction, TVX and a subsidiary of TVX entered into
agreements dated as of June 10, 2002 with a subsidiary of Newmont pursuant to
which TVX agreed to acquire Newmont's approximate 50% non-controlling interest
in the TVX Newmont Americas joint venture (the "Newmont Interest"), in
accordance with an existing right of first offer and an existing right of first
refusal, for U.S.$180 million. The purchase price may, at TVX's option, be paid
entirely in cash or TVX may elect to satisfy up to one half of the purchase
price payable under each agreement by delivery of a secured promissory note and
the balance in cash. In the event such notes are issued, they will be due and
payable on the seventh day following the closing of the acquisition. The maximum
aggregate amount of the promissory notes which may be issued is U.S.$90 million.
The Arrangement is conditional upon the completion of the purchase of the
Newmont Interest. The Arrangement and this transaction are referred to
collectively herein as the "Combination".

          Upon completion of the Arrangement and the purchase of the Newmont
Interest, Kinross will own all of the outstanding common shares of TVX and Echo
Bay and will own, indirectly, all of the TVX Newmont Americas joint venture.

         Pursuant to the Arrangement, TVX will amalgamate with 4082389 Canada
Inc., a wholly-owned subsidiary of Kinross, and each holder of TVX common shares
will receive 6.5 Common Shares for each TVX common share. The exchange ratio for
the TVX common shares reflects the one for ten consolidation of the TVX common
shares which took effect on June 30, 2002. Also pursuant to the Arrangement,
shareholders of Echo Bay (other than Kinross) will receive 0.52 of a Common
Share for each Echo Bay common share. Immediately prior to the completion of the
Combination, and subject to shareholder approval, Kinross intends to consolidate
its outstanding Common Shares on the basis of one Common Share for each three
Common Shares (the "Kinross Share Consolidation"). If the Kinross Share
Consolidation is completed, each holder of TVX common shares will receive 2.1667
Common Shares for each TVX common share and each holder of Echo Bay common
shares will receive 0.1733 of a Common Share for each Echo Bay common share in
the Arrangement.

          The Arrangement requires the approval of at least 662/3% of the votes
cast by TVX and Echo Bay shareholders at the respective special meetings of TVX
and Echo Bay, as well as the approval of the Superior Court of Ontario. The
special meetings of TVX and Echo Bay are scheduled to be held on January 31,
2003. The shareholders of Kinross will be asked to approve the issuance of
Common Shares pursuant to the Arrangement, as well as certain other matters, at
a special meeting of the Kinross shareholders to be held on January 28, 2003.

         The completion of the Combination is subject to various conditions,
         including regulatory and shareholder approvals. There can be no
         assurance that the Combination will be completed or, if completed, that
         it will be completed on the terms described in this Prospectus.


          PRO FORMA SUMMARY CONSOLIDATED CAPITALIZATION

          The table below sets forth the consolidated capitalization of the
Corporation, TVX and Echo Bay, adjusted to give effect to the material changes
in the share and loan capital of the Corporation, TVX and Echo Bay since the
date of the audited consolidated financial statements for their most recently
completed financial year for which financial statements have been published and
which financial statements are incorporated by reference in this Prospectus.
These figures are prepared as if the Combination had occurred immediately prior
to the Kinross Share Consolidation and after giving effect to the consolidation
of the TVX common shares on a one for ten basis completed on June 30, 2002.




                                      I-19
<PAGE>




<TABLE>
<CAPTION>
                                                                        AS AT DECEMBER 31, 2001
                                                                    (IN MILLIONS OF U.S. DOLLARS)
                                              -------------------------------------------------------------------------------------
                                                                                              PRO FORMA
                                                 KINROSS           TVX         ECHO BAY      ADJUSTMENTS                PRO FORMA
                                              -----------      -----------   -----------     -----------               -----------
                                              (unaudited)      (unaudited)   (unaudited)     (unaudited)                (unaudited)

<S>                                           <C>               <C>         <C>              <C>                               <C>
Long-term debt..............................  $   40.1 (1)    $    7.2 (5)  $     -- (6)(7)   $       --                $     47.3
Kinam Preferred Shares......................      11.4 (2)          --            --                  --                      11.4
Debt component of convertible debentures
   and capital securities...................      26.0              --            --                  --                      26.0
Redeemable retractable preferred shares.....       2.4              --            --                  --                       2.4
Common share capital........................   1,046.3 (2)(3)    640.1 (4)   1,043.0 (6)(7)     (1,163.1)(8)(9)(10)(15)    1,566.3
Common share purchase warrants and options..       9.4 (3)          --            --                21.5 (11)                 30.9
Contributed surplus.........................      12.9            36.3            --               (36.3)(14)                 12.9
Equity portion of convertible debentures
   and capital securities...................     124.8              --            --                  --                     124.8
Deficit (as of September 30, 2002)..........    (746.7)         (452.2)       (863.8)            2,062.7 (12)(15)               --
Cumulative translation adjustments..........     (24.9)             --         (27.7)               27.7 (13)                (24.9)
                                              --------        --------      --------          ----------                ----------
Total Capitalization........................  $  501.7        $  231.4      $  151.5          $    912.5                $  1,797.1
                                              ========        ========      ========          ==========                ==========
</TABLE>

- ----------
Kinross Adjustments (U.S. Dollars):

(1)      On January 2, 2002 and December 15, 2002, the Corporation reduced its
         outstanding indebtedness under the Fort Knox Industrial Revenue Bonds
         by $9.0 million and $15.0 million.

(2)      On February 16, 2002, the Corporation issued 23,000,000 Common Shares
         for net proceeds of $18.5 million of which $11.4 million was used to
         complete a cash tender offer for 670,722 Kinam Preferred Shares that
         had a book value of $36.6 million.

(3)      On December 5, 2002, the Corporation issued 50,000,000 Units for net
         proceeds of $91.5 million. Each Unit consisted of one Common Share and
         one-half common share purchase warrants. The fair value of the common
         share purchase warrant was $9.4 million.

TVX Adjustments (U.S. Dollars):

(4)      On April 12, 2002, TVX issued 71,500,000 common shares for net proceeds
         of $45.4 million.

(5)      In June 2002, long-term debt in an amount of $67.0 million was legally
         extinguished through the assignment of export prepayment contracts to
         the lender in a non-cash transaction.

Echo Bay Adjustments (U.S. Dollars):

(6)      On April 3, 2002, Echo Bay issued 361,561,230 common shares valued at
         $303.7 million in exchange for the capital securities debt obligation
         of $100.0 million plus accrued interest.

(7)      On May 24, 2002, Echo Bay issued 39,100,000 units consisting of one
         common share and one common share purchase warrant for aggregate net
         proceeds to Echo Bay of $26.0 million of which $17.0 million was used
         to reduce outstanding indebtedness of Echo Bay.

Pro forma Adjustments (U.S. Dollars):

(8)      To remove historical share capital of TVX and Echo Bay of $640.1
         million and $1,043.0 million, respectively.

(9)      To record the pro forma issuance of 280.4 million common shares in
         exchange for all of the outstanding common shares of TVX valued at
         $667.5 million.

(10)     To record the pro forma issuance of 251.8 million common shares in
         exchange for all of the outstanding common shares owned by
         non-affiliated shareholders of Echo Bay valued at $599.2 million.

(11)     To record the fair value of common share purchase warrants and options
         outstanding of TVX and Echo Bay of $2.5 million and $19.0 million,
         respectively.

(12)     To eliminate historic accumulated deficit of TVX and Echo Bay of $452.2
         million and $863.8 million, respectively.

(13)     To eliminate historic accumulated cumulative translation adjustments of
         Echo Bay of $27.7 million.

(14)     To eliminate historic contributed surplus of TVX of $36.3 million.

(15)     To reflect a reduction in the common share capital of the Corporation,
         which is subject to shareholder approval, as required, at the special
         meeting which will be held in connection with the Combination. For
         Canadian GAAP purposes, the reduction in common share capital will
         result in a reduction in the Corporation's deficit of the same amount.
         For U.S. GAAP purposes, this reclassification is not permitted and will
         require an increase in common share capital and an increase in deficit
         of $746.7 million.




                                      I-20
<PAGE>



                            DESCRIPTION OF SECURITIES

         The authorized share capital of Kinross consists of an unlimited number
of Common Shares and 384,613 redeemable retractable preferred shares (the
"Kinross Preferred Shares"), of which 409,036,555 Common Shares and 384,613
Kinross Preferred Shares were issued and outstanding as of the close of business
on January 17, 2003).

COMMON SHARES

         DIVIDENDS. Holders of Common Shares are entitled to receive dividends
when, as and if declared by the Kinross Board of Directors out of funds legally
available therefor, provided that if any Kinross Preferred Shares or any other
shares of preferred stock are at the time outstanding, the payment of dividends
on Common Shares or other distributions (including repurchases of Common Shares
by Kinross) will be subject to the declaration and payment of all cumulative
dividends on outstanding Kinross Preferred Shares and any other shares of
preferred stock which are then outstanding.

         LIQUIDATION. In the event of the dissolution, liquidation or winding up
of Kinross, holders of Common Shares are entitled to share ratably in any assets
remaining after the satisfaction in full of the prior rights of creditors,
including holders of Kinross' indebtedness, and the payment of the aggregate
liquidation preference of the Kinross Preferred Shares, and any other shares of
preferred stock then outstanding.

         VOTING. Holders of Common Shares are entitled to one vote for each
share on all matters voted on by shareholders, including election of directors.
Holders of Common Shares have no cumulative voting rights.

         NO OTHER RIGHTS. The holders of Common Shares do not have any
conversion, redemption or preemptive rights.

KINROSS WARRANTS

          The Kinross Warrants were issued in registered form under, and are
governed by, an indenture dated December 5, 2002 (the "Warrant Indenture")
between Kinross and Computershare Trust Company of Canada, as trustee
thereunder. The following summary of certain provisions of the Warrant Indenture
does not purport to be complete and is qualified in its entirety by reference to
the provisions of the Warrant Indenture.

          Each whole Kinross Warrant entitles the holder to purchase one Common
Share at an exercise price of Cdn.$5.00 per Common Share. The exercise price and
the number of Common Shares issuable upon exercise are both subject to
adjustment in certain circumstances as more fully described below. Kinross
Warrants are exercisable at any time prior to 5:00 p.m. (Toronto time) on
December 5, 2007, after which the Kinross Warrants will expire and become null
and void. Under the Warrant Indenture, Kinross is entitled to purchase in the
market, by private contract or otherwise, all or any of the Kinross Warrants
then outstanding, and any Kinross Warrants so purchased will be cancelled.

         The exercise price for the Kinross Warrants is payable in Canadian
dollars.

         The Warrant Indenture provides for adjustment in the number of Common
Shares issuable upon the exercise of the Kinross Warrants, including:

         (i)      the issuance of Common Shares or securities exchangeable for
                  or convertible into Common Shares to all or substantially all
                  the holders of the Common Shares as a stock dividend or other
                  distribution (other than a "dividend paid in the ordinary
                  course", as defined in the Warrant Indenture, or a
                  distribution of Common Shares upon the exercise of the Kinross
                  Warrants or pursuant to the exercise of directors, officers or
                  employee stock options granted under Kinross' stock option
                  plan);

         (ii)     the subdivision, redivision or change of the Common Shares
                  into a greater number of shares;

         (iii)    the reduction, combination or consolidation of the Common
                  Shares into a lesser number of shares;

         (iv)     the issuance to all or substantially all of the holders of the
                  Common Shares of rights, options or warrants under which such
                  holders are entitled, during a period expiring not more than
                  45 days after




                                      I-21
<PAGE>



                  the record date for such issuance, to subscribe for or
                  purchase Common Shares, or securities exchangeable for or
                  convertible into Common Shares, at a price per share to the
                  holder (or at an exchange or conversion price per share) of
                  less than 95% of the "current market price", as defined in the
                  Warrant Indenture, for the Common Shares on such record date;
                  and

         (v)      the issuance or distribution to all or substantially all of
                  the holders of the shares of any class other than the Common
                  Shares of evidences of indebtedness or any property or other
                  assets.

         The Warrant Indenture also provides for adjustment in the class and/or
number of securities issuable upon the exercise of the Kinross Warrants and/or
exercise price per security in the event of the following additional events: (1)
reclassifications of the Common Shares; (2) consolidations, amalgamations, plans
of arrangement or mergers of the Corporation with or into another entity (other
than consolidations, amalgamations, plans of arrangement or mergers which do not
result in any reclassification of the Common Shares or a change of the Common
Shares into other shares); or (3) the transfer (other than to one of Kinross'
subsidiaries) of Kinross' undertakings or assets as an entirety or substantially
as an entirety to another corporation or other entity.

         No adjustment in the exercise price or the number of Common Shares
purchasable upon the exercise of the Kinross Warrants will be required to be
made unless the cumulative effect of such adjustment or adjustments would change
the exercise price by at least 1% or the number of Common Shares purchasable
upon exercise by at least one one-hundredth of a Common Share.

         Kinross also covenanted in the Warrant Indenture that, during the
period in which the Kinross Warrants are exercisable, it will give public notice
of certain stated events, including events that would result in an adjustment to
the exercise price for the Kinross Warrants or the number of Common Shares
issuable upon exercise of the Kinross Warrants, at least 21 days prior to the
record date or effective date, as the case may be, of such event.

         No fractional Common Shares will be issuable upon the exercise of any
Kinross Warrants, and no cash or other consideration will be paid in lieu of
fractional shares. Holders of Kinross Warrants will not have any voting or
pre-emptive rights or any other rights which a holder of Common Shares would
have.

         In the Warrant Indenture, the Corporation covenanted that it will, no
later than the earlier of (i) the date which is 15 days after the five day
volume weighted average trading price of the Common Shares on the TSX exceeds
Cdn.$4.25; and (ii) April 30, 2003, file a shelf prospectus in the Provinces of
Ontario and Quebec and a registration statement on Form F-10 under the
multijurisdictional disclosure system with the SEC relating to the Common Shares
issuable on the exercise of the Kinross Warrants and use its reasonable best
efforts to keep the prospectus continuously effective for so long as shall be
necessary to permit the exercise of the Kinross Warrants (which period shall
terminate no later than the earlier of five years from the closing date of the
Private Placement or the date on which all of the Kinross Warrants have been so
exercised).

         In the event that the Kinross Share Consolidation occurs the Kinross
Warrants will be exercisable on the basis of three Kinross Warrants for each
consolidated Common Share at an exercise price of Cdn.$15.00 per consolidated
Common Share.

KINROSS PREFERRED SHARES

         DIVIDENDS. Holders of Kinross Preferred Shares are entitled to receive
fixed cumulative preferential cash dividends as and when declared by the Kinross
Board of Directors at an annual rate of Cdn.$0.80 per share payable in equal
quarterly instalments on the first day of January, April, July and October in
each year.

         CONVERSION. Holders of Kinross Preferred Shares are entitled at any
time to convert all or any part of the Kinross Preferred Shares into Common
Shares on the basis of 8.2555 Common Shares for each Kinross Preferred Share so
converted, subject to usual anti-dilution adjustments.

         REDEMPTION; PUT RIGHT. Kinross may at any time redeem all or any part
of the Kinross Preferred Shares at a price of Cdn.$10.00 per share, together
with an amount equal to all dividends accrued and unpaid thereon, whether or not
declared, to and including the date of redemption (collectively the "Redemption
Price"). The holders of Kinross Preferred Shares are entitled to require Kinross
to redeem all or any part of their Kinross Preferred Shares at a price equal to
the Redemption Price.




                                      I-22
<PAGE>



         OTHER PAYMENTS. So long as any Kinross Preferred Shares are
outstanding, Kinross is not permitted, without the approval of the holders of
the Kinross Preferred Shares, to declare or pay dividends on or redeem, purchase
for cancellation or otherwise retire shares of Kinross ranking junior to the
Kinross Preferred Shares unless all dividends on the Kinross Preferred Shares
have been paid and, after giving effect to such payment, Kinross would still be
in a legal position to redeem all of the Kinross Preferred Shares then
outstanding prior to any payment being made to any security ranking junior to
the Kinross Preferred Shares.

         VOTING RIGHTS. The holders of Kinross Preferred Shares are not entitled
(except as required by law) to receive notice of or to attend or vote at any
meeting of shareholders of Kinross.

         LIQUIDATION PREFERENCE. In the event of the liquidation, dissolution or
winding-up of Kinross, holders of Kinross Preferred Shares will have preference
over holders of Kinross Common Shares and will be entitled to receive an amount
equal to the Redemption Price.

KINAM PREFERRED SHARES

         In 1998, Kinross acquired, through the merger (the "Merger") of a
wholly owned subsidiary of Kinross with Amax Gold Inc. ("Amax") all of the
issued and outstanding common stock of Amax. Amax is now a subsidiary of Kinross
and has been renamed Kinam Gold Inc. ("Kinam"). At the time of the Merger, Amax
had outstanding a class of preferred stock designated "$3.75 Series B
Convertible Preferred Shares" (the "Kinam Preferred Shares"). Pursuant to the
terms of the Merger agreement, each Kinam Preferred Share remained outstanding
following the Merger but, as provided in the Certificate of Designation of the
Kinam Preferred Shares, became convertible into the right to receive a number of
Common Shares determined by multiplying (i) the number of shares of common stock
of Amax into which the Kinam Preferred Shares were convertible immediately prior
to the effective time of the Merger by (ii) 0.8004. A summary of the terms and
provisions of the Kinam Preferred Shares is set forth below. As of the date
hereof, 223,628 Kinam Preferred Shares are held by shareholders that are not
associated with Kinross.

         DIVIDENDS. Annual cumulative dividends of U.S.$3.75 per Kinam Preferred
Share are payable quarterly on each February 15, May 15, August 15 and November
15, as and if declared by Kinam's Board of Directors. No dividends were paid on
the Kinam Preferred Shares during 2002. Due to reduced cash flow from Kinam
operations, dividend payments on these shares were suspended in August 2000 and
continue to remain suspended. The cumulative dividends in arrears on the Kinam
Preferred Shares owned by non-controlling shareholders of U.S.$5.1 million as at
December 31, 2001 have been accrued and included in the carrying value of the
Kinam Preferred Shares. If all of the Kinam Preferred Shares owned by
non-controlling shareholders were converted, an additional 1,084,379 Common
Shares (or 361,460 Common Shares assuming the Kinross Share Consolidation takes
place) would be issued.

         CONVERSION. The Kinam Preferred Shares are convertible into Common
Shares at a conversion price of U.S.$10.3073 per share equivalent to a
conversion rate of 4.8512 Common Shares per Kinam Preferred Share (or 1.617
Common Shares assuming the Kinross Share Consolidation takes place), subject to
adjustment in certain events.

         REDEMPTION. The Kinam Preferred Shares are redeemable at the option of
Kinross at any time on or after August 15, 1997, in whole or in part, for cash
initially at a redemption price of U.S.$52.625 per share declining ratably
annually to U.S.$50.00 per share on or after August 15, 2004, plus accrued and
unpaid dividends.

         VOTING RIGHTS. The holders of Kinam Preferred Shares are not entitled
to receive notice of or to attend or vote at any meeting of shareholders of
Kinross.

CONVERTIBLE DEBENTURES

         The 5.5% convertible unsecured subordinated debentures (the "Kinross
Debentures") of Kinross were issued pursuant to an indenture dated December 5,
1996 made between Kinross and Montreal Trust Corporation of Canada (now
Computershare Trust Company of Canada), as trustee. At the holder's option, the
Kinross Debentures are convertible into Common Shares at a conversion price of
Cdn.$13.35 per share, being a rate of 74.906 Common Shares per Cdn.$1,000
principal amount of Kinross Debentures (or Cdn.$40.05 per share, being a rate of
24.968 Common Shares per Cdn.$1,000 principal amount of Kinross Debentures
assuming the Kinross Share Consolidation takes place). The Kinross Debentures
are redeemable at any time at par plus accrued and unpaid interest. Kinross





                                      I-23
<PAGE>



may, at its option, elect to satisfy its obligation to pay the principal amount
of the Kinross Debentures upon redemption or at maturity by issuing and
delivering to the holders, for each Cdn.$1,000 principal amount of Kinross
Debentures, the greater of: (i) that number of Common Shares obtained by
dividing such aggregate principal amount by 95% of the weighted average trading
price of the Common Shares on the TSX for the 20 consecutive trading days ending
on the fifth trading day prior to the date that on which notice of such election
is first given; and (ii) that number of Common Shares obtained by dividing such
aggregate principal amount by 95% of the weighted average trading price of the
Common Shares on the TSX for the 20 consecutive trading days ending on the fifth
trading day prior to the redemption date or the maturity date, as the case may
be.

                                 USE OF PROCEEDS

          The net proceeds from the issue of the Underlying Securities upon
exercise of the Kinross Warrants and the Echo Bay Warrants will be used for
general corporate purposes. The Corporation will not receive any proceeds from
the conversion of the Kinam Preferred Shares.

                              PLAN OF DISTRIBUTION

ECHO BAY WARRANTS

          The Echo Bay Warrants were issued in registered form under, and are
governed by, an indenture dated as of May 9, 2002 (the "Echo Bay Warrant
Indenture") between Echo Bay and Computershare Trust Company of Canada (the
"Warrant Trustee"), as trustee thereunder.

          Each Echo Bay Warrant entitles the holder to purchase one Echo Bay
common share at an exercise price of U.S.$0.90 per share. Echo Bay Warrants are
exercisable at any time prior to 5:00 p.m. (Toronto time) on November 14, 2003,
after which the Echo Bay Warrants will expire and become null and void. Under
the Echo Bay Warrant Indenture, Echo Bay is entitled to purchase in the market,
by private contract or otherwise, all or any of the Echo Bay Warrants then
outstanding, and any Echo Bay Warrants so purchased will be cancelled.

          The Echo Bay Warrant Indenture also provides, in effect, that upon
completion of the Combination, each Echo Bay Warrant will become exercisable for
that number of Common Shares as the holder of such Echo Bay Warrant would have
been entitled to had it held Echo Bay Common Shares on the date of completion of
the Arrangement. Each Echo Bay Warrant will become exercisable for 0.52 of a
Common Share or 0.1733 of a Common Share, if the Kinross Share Consolidation is
completed.

UNDERLYING SECURITIES

         The Underlying Securities qualified by this Prospectus will only be
issued upon the due exercise of the Kinross Warrants, the Echo Bay Warrants or
the conversion of Kinam Preferred Shares. Kinross does not anticipate engaging
the services of any underwriters, brokers or dealers in connection with the
distribution of Underlying Securities qualified hereby. No fee or commission is
payable by the holder of a Kinross Warrant or an Echo Bay Warrant upon such
exercise or by the holder of a Kinam Preferred Share upon exercise of the
conversion rights attached thereto.

                                  RISK FACTORS

         The acquisition of securities being offered by this Prospectus involves
a high degree of risk. Any prospective investor should carefully consider the
risk factors set forth in the renewal annual information form, Proxy Circular
and all of the other information contained in this Prospectus (including,
without limitation, the documents incorporated by reference) and in any
applicable prospectus supplement before purchasing any of the securities sold
pursuant to this Prospectus. The risks described therein are not the only risks
facing the Corporation. Additional risks and uncertainties not currently known
to the Corporation, or that the Corporation currently deems immaterial, may also
materially and adversely affect its business.

                                  LEGAL MATTERS

         Certain legal matters in connection with the Underlying Securities
offered hereby will be passed upon for the Corporation by Cassels Brock &
Blackwell LLP, Canadian counsel for the Corporation, and by Chadbourne &




                                      I-24
<PAGE>



Parke LLP, special U.S. counsel to the Corporation. As of the date hereof,
partners and associates of Cassels Brock & Blackwell LLP and partners and
associates of Chadbourne & Parke LLP, each as a group, own, directly or
indirectly, in the aggregate, less than one percent of the outstanding Common
Shares of the Corporation. If any underwriters named in a prospectus supplement
retain their own counsel to pass upon legal matters relating to the Securities,
that counsel will be named in the prospectus supplement.


                  STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

         Securities legislation in the Provinces of Ontario and Quebec provide
purchasers with the right to withdraw from an agreement to purchase securities.
This right may be exercised within two business days after receipt or deemed
receipt of a prospectus and any amendment and any applicable prospectus
supplement. In the Provinces of Ontario and Quebec, the securities legislation
further provides a purchaser with remedies for rescission or, in some
jurisdictions, damages if the Prospectus and any amendment and any applicable
prospectus supplement contains a misrepresentation or is not delivered to the
purchaser, provided that the remedies for rescission or damages are exercised by
the purchaser within the time limit prescribed by the securities legislation of
the purchaser's province. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser's province for the
particulars of these rights or consult with a legal adviser. Rights and remedies
may also be available to purchasers under U.S. law; purchasers may wish to
consult with a U.S. lawyer for particulars of these rights.




                                      I-25
<PAGE>




                         CERTIFICATE OF THE CORPORATION

Dated:   January 22, 2003

         This short form prospectus, together with the documents incorporated in
this prospectus by reference, constitutes full, true and plan disclosure of all
material facts relating to the securities offered by this prospectus as required
by the securities legislation of the Province of Ontario and, for the purposes
of the Securities Act (Quebec) and regulations thereunder, this short form
prospectus, as supplemented by the documents incorporated herein by reference,
does not contain any misrepresentation likely to affect the value or the market
price of the securities to be distributed.


<TABLE>
<S>                                                <C>
(Signed) Robert M. Buchan                          (Signed)  Brian Penny
         President and Chief Executive Officer               Vice President, Finance and Chief
                                                             Financial Officer


                       On Behalf of the Board of Directors





(Signed) Cameron A. Mingay                         (Signed) John A. Brough
         Director                                           Director
</TABLE>




                                      I-26
<PAGE>


                                     PART II

                   INFORMATION NOT REQUIRED TO BE DELIVERED TO
                             OFFEREES OR PURCHASERS

INDEMNIFICATION OF DIRECTORS OR OFFICERS

              Section 136 of the Business Corporations Act (Ontario) (the "Act")
provides that a corporation may indemnify a director or officer of the
corporation, a former director or officer of the corporation or a person who
acts or acted at the corporation's request as a director or officer of a body
corporate of which the corporation is or was a shareholder or creditor, and his
or her heirs and legal representatives (collectively, the "Indemnified Party"),
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by the Indemnified Party in
respect of any civil, criminal or administrative action or proceeding
(collectively, the "Action") to which he or she is made a party by reason of
being or having been a director or officer of such corporation or body
corporate, if:

         (a)      he or she acted honestly and in good faith with a view to the
                  best interests of the corporation; and

         (b)      in the case of a criminal or administrative action or
                  proceeding that is enforced by a monetary penalty, he or she
                  had reasonable grounds for believing that his or her conduct
                  was lawful.

              Section 136 of the Act also provides that a corporation may, with
the approval of the court, indemnify an Indemnified Party in respect of an
action by or on behalf of the corporation to procure judgment in its favor (a
"Derivative Action"), to which such person has been made a party by reason of
being or having been a director or an officer of the corporation against all
costs, charges and expenses reasonably incurred by such person in connection
with such Derivative Action if he or she fulfills the conditions set forth in
clauses (a) and (b) of the paragraph above.

              If an Indemnified Party is substantially successful on the merits
in his or her defense of an Action or Derivative Action and fulfills the
conditions set forth previously, the Indemnified Party is entitled to
indemnification from the corporation in respect of all costs, charges and
expenses reasonably incurred by him or her in connection with the defense of
such Action or Derivative Action to which he or she has been made party by
reason of being a director or officer.

              The Bylaws of the Corporation provide that an Indemnified Party
shall at all times be indemnified by the Corporation in every circumstance where
the Act so permits or requires. The Bylaws further provide that, subject to
limitations in the Act regarding indemnities in respect of Derivative Actions,
every person who at any time is or has been a director or officer of the
Corporation or properly incurs or has properly incurred any liability on behalf
of the Corporation or who at any time acts or has acted at the Corporation's
request (in respect of the Corporation or any other person), and his or her
heirs and legal representatives, shall at all times be indemnified by the
Corporation against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a fine or judgment, reasonably incurred by him or
her in respect of or in connection with any civil, criminal or administrative
action, proceeding or investigation (apprehended, threatened, pending, under way
or contemplated) to which he or she is or may be made a party or in which he or
she is or may become otherwise involved by reason of being or having been such a
director or officer or by reason of so incurring or having so incurred such
liability or by reason of so acting or having so acted (or by reason of anything
alleged to have been done, omitted or acquiesced in by him or



                                      II-1

<PAGE>


her in any such capacity or otherwise in respect of any of the foregoing), and
has exhausted all appeals therefrom, if:

         (a)      he or she acted honestly and in good faith with a view to the
                  best interest of the Corporation; and

         (b)      in the case of a criminal or administrative action or
                  proceeding that is enforced by a monetary penalty, he or she
                  had reasonable grounds for believing his or her conduct was
                  lawful.

         The Bylaws further provide that the above described indemnification
provisions shall not affect any other right to indemnification to which any
person may be or become entitled by contract or otherwise, and no settlement or
plea of guilty in any action or proceeding shall alone constitute evidence that
person did not meet a condition set out in clause (a) or (b) above or any
corresponding condition in the Act. The Bylaws also provide that the persons
described above shall not be liable for any damage, loss, cost or liability
sustained or incurred by the Corporation, except where so required by the Act,
if such person acted honestly and in good faith with a view to the best interest
of the Corporation.

         The Corporation maintains directors' and officers' liability insurance,
covering action against its officers and directors. The insurance covers
judgments and defense costs of up to $25,000,000 per lawsuit, with a maximum
coverage of $25,000,000 per year.

         Insofar as indemnification for liabilities under the Securities Act of
1933, as amended (the "Securities Act") may be permitted to directors, officers
or persons controlling the Corporation pursuant to the foregoing provisions, the
Corporation has been informed that in the opinion of the SEC such
indemnification is against public policy in the United States as expressed in
the Securities Act and is therefore unenforceable.



                                      II-2

<PAGE>


                                    EXHIBITS

EXHIBIT
NUMBER        DESCRIPTION
- ------        -----------

4.1         the Amended Renewal Annual Information Form of the Corporation dated
            May 9, 2002 (the "Renewal Annual Information Form") (as filed with
            the Commission on Form 40-F/A on November 20, 2002 (File No.
            0-10321))

4.2         amended management's discussion and analysis of financial condition
            and results of operations contained in the Corporation's annual
            report for the year ended December 31, 2001 (as filed with the
            Commission on Form 40-F/A on November 20, 2002 (File No. 0-10321))

4.3         restated consolidated financial statements of the Corporation as at
            December 31, 2001 and 2000 and for the years ended December 31,
            2001, 2000 and 1999, together with the auditors' report thereon and
            the notes thereto (as filed with the Commission on Form 6-K on
            December 24, 2002 (File No. 0-10321))

4.4         management information circular and proxy materials of the
            Corporation dated March 22, 2002 (excluding those sections not
            required to be incorporated by reference herein entitled
            "Composition of the Compensation Committee", "Report on Executive
            Compensation" and "Shareholder Return Performance Graph") (as filed
            with the Commission on a Report on Form 6-K on April 6, 2002 (File
            No. 0-10321))

4.5         first quarter report containing the unaudited consolidated financial
            statements of the Corporation as at and for the three months ended
            March 31, 2002 and 2001, together with the notes thereto (as filed
            with the Commission on a Report on Form 6-K on May 28, 2002 (File
            No. 0-10321))

4.6         interim management's discussion and analysis of financial condition
            and results of operations dated April 30, 2002 for the three months
            ended March 31, 2002 (as filed with the Commission on a Report on
            Form 6-K on May 28, 2002 (File No. 0-10321))

4.7         material change report dated January 22, 2002 relating to the
            entering into of an agreement by the Corporation in connection with
            the offering of 20,000,000 Common Shares for gross proceeds of
            $27,000,000 (as filed with the Commission on a Report on Form 6-K on
            January 30, 2002 (File No. 0-10321))

4.8         material change report of the Corporation dated February 5, 2002
            relating to the consideration of a tender offer for the Kinam
            Preferred Shares (as defined herein) and the write-off of the
            Corporation's investment in the Blanket Mine in Zimbabwe (as filed
            with the Commission on a Report on Form 6-K on February 7, 2002
            (File No. 0-10321))

4.9         material change report of the Corporation dated February 12, 2002
            relating to the completion of the previously announced sale of
            20,000,000 Common Shares and the exercise of an underwriters' option
            to purchase an additional 3,000,000 Common Shares resulting in the
            aggregate sale of 23,000,000 Common Shares for gross proceeds of
            Cdn.$31,050,000 (as filed with the Commission on a Report on Form
            6-K filed on February 21, 2002 (File No. 0-10321))

4.10        material change report of the Corporation dated February 20, 2002
            relating to the financial results of the Corporation as at and for
            the year ended December 31, 2001 and summary of reserves and
            resources as at December 31, 2001 (as filed with the Commission on a
            Report on Form 6-K on February 21, 2002 (File No. 0-10321))


                                      II-3

<PAGE>




4.11        material change report of the Corporation dated April 5, 2002
            relating to the result of the cash tender offer for the $3.75 Series
            B Convertible Preferred Shares (the "Kinam Preferred Shares") of
            Kinam Gold Inc. ("Kinam") made by the Corporation's wholly-owned
            subsidiary Kinross Gold U.S.A., Inc. (as filed with the Commission
            on a Report on Form 6-K on April 6, 2002 (File No. 0-10321))

4.12        material change report of the Corporation dated April 11, 2002
            relating to the signing of a letter agreement between the
            Corporation and a wholly-owned subsidiary of Placer Dome Inc. to
            form a joint venture that will combine the two companies respective
            gold mining operations in the Porcupine district in Ontario, Canada
            (as filed with the Commission on a Report on Form 6-K on April 16,
            2002 (File No. 0-10321))

4.13        material change report of the Corporation dated May 1, 2002 relating
            to the first quarter report containing the unaudited consolidated
            financial statements of the Corporation as at and for the three
            months ended March 31, 2002 and 2001, together with notes thereto
            and interim management discussion and analysis of financial
            condition and results of operations for the three months ended March
            31, 2002 (as filed with the Commission on a Report on Form 6-K on
            May 4, 2002 (File No. 0-10321))

4.14        material change report of the Corporation dated May 3, 2002 relating
            to the Corporation's intention to deliver into its relatively small
            gold forward sales and not replace such hedges (as filed with the
            Commission on a Report on Form 6-K on May 4, 2002 (File No.
            0-10321))

4.15        material change report of the Corporation dated May 17, 2002
            relating to the arbitration ruling in favour of Compania Minera
            Maricunga on claims against Fluor Daniel Chile Ingenieria y
            Construccion S.A., Fluor Daniel Corporation and Fluor Daniel Wright
            Ltd. (as filed with the Commission on a Report on Form 6-K on May
            28, 2002 (File No. 0-10321))

4.16        material change report dated June 10, 2002 relating to the entering
            into of the Combination Agreement (as filed with the Commission on a
            Report of Form 6-K on June 10, 2002 (File No. 0-10321))

4.17        material change report dated July 2, 2002 relating to the entering
            into of an asset exchange agreement and a joint venture agreement
            with a wholly-owned subsidiary of Placer Dome Inc. (as filed with
            the Commission on a Report on Form 6-K on July 10, 2002 (File No.
            0-10321))

4.18        interim management's discussion and analysis of financial condition
            and results of operations dated August 1, 2002 for the six months
            ended June 30, 2002 (as filed with the Commission on a Report on
            Form 6-K on August 6, 2002 (File No. 0-10321))

4.19        second quarter report dated August 1, 2002 containing the unaudited
            consolidated financial statements of Kinross for the six months
            ended June 30, 2002 (as filed with the Commission on a Report on
            Form 6-K on August 29, 2002 (File No. 0-10321))

4.20        material change report dated September 13, 2002 relating to
            developments in the litigation relating to the Corporation's
            ownership of Omolon Gold Mining Corporation ("Omolon") (as filed
            with the Commission on a Report on Form 6-K on September 13, 2002
            (File No. 0-10321))

4.21        material change report dated October 17, 2002 relating to the
            agreement in principle reached by Omolon to repurchase certain of
            its issued and outstanding shares (as filed with the Commission on a
            Report on Form 6-K on October 17, 2002 (File No. 0-10321))

4.22        material change report dated November 14, 2002 relating to the third
            quarter report containing the unaudited consolidated financial
            statements of the Corporation as at and for the nine months



                                      II-4

<PAGE>


            ended September 30, 2002 and 2001, together with the notes thereto
            and interim management's discussion and analysis of financial
            condition and results of operations for the nine months ended
            September 30, 2002 (as filed with the Commission on a Report on Form
            6-K on November 19, 2002 (File No. 0-10321))

4.23        material change report dated November 19, 2002 relating to the
            amendment to the Combination Agreement dated November 19, 2001 which
            extended the termination dates provided for in the Combination
            Agreement (as filed with the Commission on a Report on Form 6-K on
            November 20, 2002 (File No. 0-10321))

4.24        material change report dated November 29, 2002 relating to the
            entering into an agreement with a syndicate of underwriters under
            which the underwriters have agreed to sell to the public 5,000,000
            units at a price of Cdn.$3.05 per unit (as filed with the Commission
            on a Report of Form 6-K on December 9, 2002 (File No. 0-10321))

4.25        the third quarter report containing the unaudited consolidated
            financial statements of Kinross as at and for the nine months ended
            September 30, 2002 and 2001 together with the notes thereto (as
            filed with the Commission on a Report on Form 6-K on December 9,
            2002 (File No. 0-10321))

4.26        interim management's discussion and analysis of financial conditions
            and results of operation dated November 13, 2002 and for the nine
            months ended September 30, 2002 (as filed with the Commission on a
            Report on Form 6-K on December 9, 2002 (File No. 0-10321))

4.27        the management information circular, management information circular
            supplement and proxy materials of the Corporation dated December 20,
            2002 (excluding those sections not required to be incorporated by
            reference herein) (as filed with the Commission on a Report of Form
            6-K on December 24, 2002 (File No. 0-10321))

4.28        material change report dated January 22, 2003 relating to certain
            new developments regarding the proposed acquisition of shares of the
            Corporation's 54.7% owned subsidiary, Omolon Gold Mining Company and
            the dismissal of certain lawsuits against Omolon (as filed with the
            Commission on January 22, 2003 on a Report on Form 6-K (File No.
            0-10321))

4.29        the annual information form of TVX dated April 16, 2002 for the year
            ended December 31, 2001 (the "TVX Annual Information Form") (as
            filed with the Commission on an Annual Report on Form 40-F on April
            19, 2002 (File No. 1-13244))

4.30        material change report dated January 15, 2003 relating to force
            majeure at its Stratoni base metal operation in Greece.(as filed
            with the Commission on a Report on Form 6-K on January 15, 2003
            (File No. 1-13244))

4.31        the Annual Report on Form 10-K of Echo Bay Mines Ltd. dated April 1,
            2002 for the year ended December 31, 2001 (the "Echo Bay Form 10-K")
            the Annual Report on Form 10-K on April 1, 2002 (excluding the
            consolidated audited financial statements for the year ended
            December 31, 2001) (File No. 1-08542)

4.32        Warrant Indenture by and between the Corporation and Computershare
            Trust Company of Canada dated as of December 5, 2002

4.33        Warrant Indenture by and between Echo Bay Mines Ltd. and
            Computershare Trust Company of Canada dated as of May 9, 2002 (as
            filed with the Commission as Exhibit 4.1 to the Current Report on
            Form 8-K of Echo Bay Mines Ltd. (File No. 02642591))

5.1         Consent of Deloitte & Touche LLP


                                      II-5
<PAGE>


5.2        Consent of PricewaterhouseCoopers LLP

5.3        Consent of Ernst & Young LLP

5.4        Irrevocable Consent and Power of Attorney on Form F-X

6.1        Powers of Attorney (contained in the signature pages of this
           Registration Statement on Form F-10)



                                      II-6

<PAGE>


                                    PART III

                  UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

ITEM 1.  UNDERTAKING.

         The Corporation undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the SEC staff, and to
furnish promptly, when requested to do so by the SEC staff, information relating
to the securities registered pursuant to Form F-l0 or to transactions in said
securities.

ITEM 2.  CONSENT TO SERVICE OF PROCESS.

         Concurrently with the original filing of this Form F-10, the
Corporation filed with the SEC a written irrevocable consent and power of
attorney on Form F-X.



                                     III-1

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-10 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Toronto, Province of Ontario, Country of Canada,
on this 22nd day of January, 2003.

                            KINROSS GOLD CORPORATION




                            By: /s/ Robert M. Buchan
                               -------------------------------------------------
                               Name:  Robert M. Buchan
                               Title: President and Chief Executive Officer



                                     III-2

<PAGE>


                               POWERS OF ATTORNEY

         Each person whose signature appears below constitutes and appoints each
of Robert M. Buchan and Brian W. Penny his true and lawful attorney-in-fact and
agent, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all Amendments (including post-effective Amendments) to this Registration
Statement and any Registration Statement pursuant to Rule 462(b), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by or on behalf of the
following persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
             SIGNATURE                             TITLE                                DATE
             ---------                             -----                                ----
<S>                             <C>                                              <C>
/s/ Robert M. Buchan
- --------------------------      President, Chief Executive Officer and            January 22, 2003
Robert M. Buchan                Director (principal executive officer)


/s/ Arthur H. Ditto
- --------------------------      Vice Chairman and Director                        January 22, 2003
Arthur H. Ditto


/s/ Brian W. Penny
- --------------------------      Chief Financial Officer and Vice-President        January 22, 2003
Brian W. Penny                  Finance (principal financial officer and
                                principal accounting officer)

/s/ John A. Brough
- --------------------------                        Director                        January 22, 2003
John A. Brough

/s/ John A. Keyes
- --------------------------                        Director                        January 22, 2003
John A. Keyes

/s/ John M. H. Huxley
- --------------------------                        Director                        January 22, 2003
John M. H. Huxley

/s/ John E. Oliver
- --------------------------                        Director                        January 22, 2003
John E. Oliver

/s/ Cameron A. Mingay
- --------------------------                        Director                        January 22, 2003
Cameron A. Mingay
</TABLE>

                                     III-3



<PAGE>


         Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, the undersigned has signed this Registration Statement, solely in the
capacity of the duly authorized representative of Kinross Gold Corporation in
the United States, on this 22nd day of January, 2003.

                                KINROSS GOLD CORPORATION
                                (Authorized U.S. Representative)




                                By: /s/ John A. Brough
                                   ---------------------------------------------
                                   Name: John A. Brough
                                   Title: Director



                                     III-4

<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
NUMBER        DESCRIPTION
- ------        -----------
4.1         the Amended Renewal Annual Information Form of the Corporation dated
            May 9, 2002 (the "Renewal Annual Information Form") (as filed with
            the Commission on Form 40-F/A on November 20, 2002 (File No.
            0-10321))

4.2         amended management's discussion and analysis of financial condition
            and results of operations contained in the Corporation's annual
            report for the year ended December 31, 2001 (as filed with the
            Commission on Form 40-F/A on November 20, 2002 (File No. 0-10321))

4.3         restated consolidated financial statements of the Corporation as at
            December 31, 2001 and 2000 and for the years ended December 31,
            2001, 2000 and 1999, together with the auditors' report thereon and
            the notes thereto (as filed with the Commission on Form 6-K on
            December 24, 2002 (File No. 0-10321))

4.4         management information circular and proxy materials of the
            Corporation dated March 22, 2002 (excluding those sections not
            required to be incorporated by reference herein entitled
            "Composition of the Compensation Committee", "Report on Executive
            Compensation" and "Shareholder Return Performance Graph") (as filed
            with the Commission on a Report on Form 6-K on April 6, 2002 (File
            No. 0-10321))

4.5         first quarter report containing the unaudited consolidated financial
            statements of the Corporation as at and for the three months ended
            March 31, 2002 and 2001, together with the notes thereto (as filed
            with the Commission on a Report on Form 6-K on May 28, 2002 (File
            No. 0-10321))

4.6         interim management's discussion and analysis of financial condition
            and results of operations dated April 30, 2002 for the three months
            ended March 31, 2002 (as filed with the Commission on a Report on
            Form 6-K on May 28, 2002 (File No. 0-10321))

4.7         material change report dated January 22, 2002 relating to the
            entering into of an agreement by the Corporation in connection with
            the offering of 20,000,000 Common Shares for gross proceeds of
            $27,000,000 (as filed with the Commission on a Report on Form 6-K on
            January 30, 2002 (File No. 0-10321))

4.8         material change report of the Corporation dated February 5, 2002
            relating to the consideration of a tender offer for the Kinam
            Preferred Shares (as defined herein) and the write-off of the
            Corporation's investment in the Blanket Mine in Zimbabwe (as filed
            with the Commission on a Report on Form 6-K on February 7, 2002
            (File No. 0-10321))

4.9         material change report of the Corporation dated February 12, 2002
            relating to the completion of the previously announced sale of
            20,000,000 Common Shares and the exercise of an underwriters' option
            to purchase an additional 3,000,000 Common Shares resulting in the
            aggregate sale of 23,000,000 Common Shares for gross proceeds of
            Cdn$31,050,000 (as filed with the Commission on a Report on Form 6-K
            filed on February 21, 2002 (File No. 0-10321))

4.10        material change report of the Corporation dated February 20, 2002
            relating to the financial results of the Corporation as at and for
            the year ended December 31, 2001 and summary of reserves and
            resources as at December 31, 2001 (as filed with the Commission on a
            Report on Form 6-K on February 21, 2002 (File No. 0-10321))

4.11        material change report of the Corporation dated April 5, 2002
            relating to the result of the cash tender offer for the $3.75 Series
            B Convertible Preferred Shares (the "Kinam Preferred Shares") of
            Kinam Gold Inc. ("Kinam") made by the Corporation's wholly-owned
            subsidiary Kinross Gold U.S.A., Inc. (as filed with the Commission
            on a Report on Form 6-K on April 6, 2002 (File No. 0-10321))

4.12        material change report of the Corporation dated April 11, 2002
            relating to the signing of a letter agreement between the
            Corporation and a wholly-owned subsidiary of Placer Dome Inc. to
            form a joint venture that will combine the two companies respective
            gold mining operations in the Porcupine district in Ontario, Canada
            (as filed with the Commission on a Report on Form 6-K on April 16,
            2002 (File No. 0-10321))


                                     III-5


<PAGE>




4.13       material change report of the Corporation dated May 1, 2002 relating
           to the first quarter report containing the unaudited consolidated
           financial statements of the Corporation as at and for the three
           months ended March 31, 2002 and 2001, together with notes thereto
           and interim management discussion and analysis of financial
           condition and results of operations for the three months ended March
           31, 2002 (as filed with the Commission on a Report on Form 6-K on
           May 4, 2002 (File No. 0-10321))

4.14       material change report of the Corporation dated May 3, 2002 relating
           to the Corporation's intention to deliver into its relatively small
           gold forward sales and not replace such hedges (as filed with the
           Commission on a Report on Form 6-K on May 4, 2002 (File No. 0-10321))

4.15       material change report of the Corporation dated May 17, 2002
           relating to the arbitration ruling in favour of Compania Minera
           Maricunga on claims against Fluor Daniel Chile Ingenieria y
           Construccion S.A., Fluor Daniel Corporation and Fluor Daniel Wright
           Ltd. (as filed with the Commission on a Report on Form 6-K on May
           28, 2002 (File No. 0-10321))

4.16       material change report dated June 10, 2002 relating to the entering
           into of the Combination Agreement (as filed with the Commission on a
           Report of Form 6-K on June 10, 2002 (File No. 0-10321))

4.17       material change report dated July 2, 2002 relating to the entering
           into of an asset exchange agreement and a joint venture agreement
           with a wholly-owned subsidiary of Placer Dome Inc. (as filed with
           the Commission on a Report on Form 6-K on July 10, 2002 (File No.
           0-10321))

4.18       interim management's discussion and analysis of financial condition
           and results of operations dated August 1, 2002 for the six months
           ended June 30, 2002 (as filed with the Commission on a Report on
           Form 6-K on August 6, 2002 (File No. 0-10321))

4.19       second quarter report dated August 1, 2002 containing the unaudited
           consolidated financial statements of Kinross for the six months
           ended June 30, 2002 (as filed with the Commission on a Report on
           Form 6-K on August 29, 2002 (File No. 0-10321))

4.20       material change report dated September 13, 2002 relating to
           developments in the litigation relating to the Corporation's
           ownership of Omolon Gold Mining Corporation ("Omolon") (as filed
           with the Commission on a Report on Form 6-K on September 13, 2002
           (File No. 0-10321))

4.21       material change report dated October 17, 2002 relating to the
           agreement in principle reached by Omolon to repurchase certain of
           its issued and outstanding shares (as filed with the Commission on a
           Report on Form 6-K on October 17, 2002 (File No. 0-10321))

4.22       material change report dated November 14, 2002 relating to the third
           quarter report containing the unaudited consolidated financial
           statements of the Corporation as at and for the nine months ended
           September 30, 2002 and 2001, together with the notes thereto and
           interim management's discussion and analysis of financial condition
           and results of operations for the nine months ended September 30,
           2002 (as filed with the Commission on a Report on Form 6-K on
           November 19, 2002 (File No. 0-10321))

4.23       material change report dated November 19, 2002 relating to the
           amendment to the Combination Agreement dated November 19, 2001 which
           extended the termination dates provided for in the Combination
           Agreement (as filed with the Commission on a Report on Form 6-K on
           November 20, 2002 (File No. 0-10321))

4.24       material change report dated November 29, 2002 relating to the
           entering into an agreement with a syndicate of underwriters under
           which the underwriters have agreed to sell to the public 5,000,000
           units at a price of Cdn$3.05 per unit (as filed with the Commission
           on a Report on Form 6-K on December 9, 2002 (File No. 0-10321))

4.25       the third quarter report containing the unaudited consolidated
           financial statements of Kinross as at and for the nine months ended
           September 30, 2002 and 2001 together with the notes thereto (as
           filed with the Commission on a Report on Form 6-K on December 9,
           2002 (File No. 0-10321))

4.26       interim management's discussion and analysis of financial conditions
           and results of operation dated November 13, 2002 and for the nine
           months ended September 30, 2002 (as filed with the Commission on a
           Report on Form 6-K on December 9, 2002 (File No. 0-10321))

4.27       the management information circular, management information circular
           supplement and proxy materials of the Corporation dated December 20,
           2002 (excluding those sections not required to be incorporated by


                                     III-6


<PAGE>


            reference herein) (as filed with the Commission on a Report on Form
            6-K on December 24, 2002 (File No. 0-10321))

4.28        material change report dated January 22, 2003 relating to certain
            new developments regarding the proposed acquisition of shares of the
            Corporation's 54.7% owned subsidiary, Omolon Gold Mining Company and
            the dismissal of certain lawsuits against Omolon (as filed with the
            Commission on January 22, 2003 on a Report on Form 6-K (File No.
            0-10321))

4.29        the annual information form of TVX dated April 16, 2002 for the year
            ended December 31, 2001 (the "TVX Annual Information Form") (as
            filed with the Commission on an Annual Report on Form 40-F on April
            19, 2002 (File No. 1-13244))

4.30        material change report dated January 15, 2003 relating to force
            majeure at its Stratoni base metal operation in Greece.(as filed
            with the Commission on a Report on Form 6-K on January 15, 2003
            (File No. 1-13244))

4.31        the Annual Report on Form 10-K of Echo Bay Mines Ltd. dated April 1,
            2002 for the year ended December 31, 2001 (the "Echo Bay Form 10-K")
            the Annual Report on Form 10-K on April 1, 2002 (excluding the
            consolidated audited financial statements for the year ended
            December 31, 2001) (File No. 1-08542)

4.32        Warrant Indenture by and between the Corporation and Computershare
            Trust Company of Canada dated as of December 5, 2002

4.33        Warrant Indenture by and between the Corporation and Computershare
            Trust Company of Canada dated as of December 5, 2002 (as filed with
            the Commission as Exhibit 4.1 to the Current Report on Form 8-K of
            Echo Bay Mines Ltd. (File No. 02642591))

5.1         Consent of Deloitte & Touche LLP

5.2         Consent of PricewaterhouseCoopers LLP

5.3         Consent of Ernst & Young LLP

5.4         Irrevocable Consent and Power of Attorney on Form F-X (filed
            contemporaneously with this Registration Statement)

6.1         Powers of Attorney (contained in the signature pages of this
            Registration Statement on Form F-10)



                                     III-7


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.32
<SEQUENCE>3
<FILENAME>t08736exv4w32.txt
<DESCRIPTION>WARRANT INDENTURE
<TEXT>
<PAGE>


                            KINROSS GOLD CORPORATION

                                       AND

                      COMPUTERSHARE TRUST COMPANY OF CANADA

                                WARRANT INDENTURE

                     Providing for the Creation and Issue of
                         Common Share Purchase Warrants

                          Dated as of December 5, 2002


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                             <C>
Article 1 INTERPRETATION....................................................     2
      1.1   Definitions.....................................................     2
      1.2   Meaning of Outstanding..........................................     5
      1.3   Words Importing the Singular and Gender.........................     5
      1.4   Interpretation Not Affected by Headings, Etc....................     5
      1.5   Day Not a Business Day..........................................     5
      1.6   Time of the Essence.............................................     6
      1.7   Currency........................................................     6
      1.8   Applicable Law..................................................     6
      1.9   Beneficiaries...................................................     6
Article 2 THE WARRANTS......................................................     6
      2.1   Creation and Authorization of Warrants..........................     6
      2.2   Terms of Warrants...............................................     7
      2.3   Form of Warrant Certificates....................................     7
      2.4   Signing of Warrant Certificates.................................     7
      2.5   Certification by Trustee........................................     8
      2.6   Warrants to Rank Pari Passu.....................................     8
      2.7   United States Transfer Restrictions.............................     8
      2.8   Legend for Warrant Certificates of Non-U.S. Persons.............     9
      2.9   Reliance by Trustee.............................................    10
      2.10  Issue in Substitution for Lost Certificates, Etc................    10
      2.11  Cancellation of Surrendered Warrants............................    11
      2.12  Warrantholder not a Shareholder.................................    11
      2.13  Optional Purchases of Warrants by Kinross.......................    11
Article 3 REGISTRATION, TRANSFER EXCHANGE AND OWNERSHIP OF WARRANTS.........    12
      3.1   Registration and Transfer of Warrants...........................    12
      3.2   Exchange of Warrant Certificates................................    13
      3.3   Reasonable Charges for Transfer or Exchange.....................    14
      3.4   Ownership of Warrants...........................................    14
      3.5   Assumption by Transferee........................................    14
Article 4 EXERCISE OF WARRANTS..............................................    14
      4.1   Exercise........................................................    14
      4.2   Effect of Exercise..............................................    15
      4.3   No Fractional Common Shares.....................................    16
      4.4   Recording.......................................................    16
      4.5   Securities Restrictions.........................................    16
      4.6   Expiration of Warrants..........................................    17
Article 5 ADJUSTMENTS.......................................................    17
      5.1   Definitions.....................................................    17
      5.2   Adjustment of Exchange Rate.....................................    19
      5.3   Adjustment of Exercise Price....................................    20
      5.4   Adjustment Rules................................................    22
Article 6 COVENANTS.........................................................    25
      6.1   General Covenants...............................................    25
      6.2   Trustee's Remuneration and Expenses.............................    26
      6.3   Performance of Covenants by Trustee.............................    26
      6.4   Securities Qualification Requirements...........................    27
Article 7 ENFORCEMENT.......................................................    27
      7.1   Warrantholders May Not Sue......................................    27
      7.2   Trustee May Institute All Proceedings...........................    28
      7.3   Immunity of Shareholders, etc...................................    28
      7.4   Limitation of Liability.........................................    28
Article 8 MEETINGS OF WARRANTHOLDERS........................................    28
      8.1   Right to Convene Meetings.......................................    28
</TABLE>

<PAGE>

                                      -ii-

<TABLE>
<S>                                                                            <C>
      8.2   Notice..........................................................    29
      8.3   Chairman........................................................    29
      8.4   Quorum..........................................................    29
      8.5   Power to Adjourn................................................    30
      8.6   Show of Hands...................................................    30
      8.7   Voting..........................................................    30
      8.8   Regulations.....................................................    30
      8.9   Kinross, Trustee and Counsel may be Represented.................    31
      8.10  Powers Exercisable by Extraordinary Resolution..................    31
      8.11  Meaning of "Extraordinary Resolution"...........................    32
      8.12  Powers Cumulative...............................................    33
      8.13  Minutes.........................................................    33
      8.14  Instruments in Writing..........................................    34
      8.15  Binding Effect of Resolutions...................................    34
      8.16  Holdings by Kinross and Subsidiaries Disregarded................    34
Article 9 SUPPLEMENTAL INDENTURES AND SUCCESSOR CORPORATIONS................    35
      9.1   Provision for Supplemental Indentures for Certain Purposes......    35
      9.2   Successor Corporations..........................................    36
Article 10 CONCERNING THE TRUSTEE...........................................    36
      10.1  Trust Indenture Legislation.....................................    36
      10.2  Trustee's Authority to Carry on Business........................    36
      10.3  Rights and Duties of Trustee....................................    36
      10.4  Evidence, Experts and Advisers..................................    37
      10.5  Documents, Money, Etc. held by Trustee..........................    38
      10.6  Action by Trustee to Protect Interests..........................    39
      10.7  Trustee not Required to Give Security...........................    39
      10.8  Protection of Trustee...........................................    39
      10.9  Replacement of Trustee..........................................    40
      10.10 Conflict of Interest............................................    41
      10.11 Acceptance of Trusts............................................    42
Article 11 GENERAL..........................................................    42
      11.1  Notice to Kinross and Trustee...................................    42
      11.2  Notice to Warrantholders........................................    43
      11.3  Satisfaction and Discharge of Indenture.........................    43
      11.4  Sole Benefit of Parties and Warrantholders......................    44
      11.5  Discretion of Directors.........................................    44
      11.6  Counterparts and Formal Date....................................    44
      11.7  Language........................................................    44
      11.8  Assignment......................................................    44
      11.9  Benefit of the Agreement........................................    45
      11.10 Indenture to Prevail............................................    45
      11.11 Further Assurances..............................................    45
      11.12 Waiver..........................................................    45
      11.13 Severability....................................................    46
</TABLE>

Appendix 1 to Indenture - Form of Warrant Certificate
Appendix 2 to Indenture - Intentionally Deleted
Appendix 3 to Indenture - Form of Declaration for Removal of Legend
Appendix 4 to Indenture - Form of Letter to be Delivered by Original U.S.
Purchaser upon Exercise of Warrants

<PAGE>

                                WARRANT INDENTURE

            THIS INDENTURE dated as of December 5, 2002

BETWEEN:

            KINROSS GOLD CORPORATION, a corporation amalgamated under
            the laws of Ontario ("Kinross")

                                     - and -

            COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company organized
            under the laws of Canada (the "Trustee")

            WHEREAS Kinross proposes to sell and issue 50,000,000 Units, each
Unit consisting of one Common Share and one-half of one Warrant;

            AND WHEREAS each Warrant will entitle the holder thereof to purchase
one Common Share at the price and on the terms and conditions set forth herein;

            AND WHEREAS Kinross contemplates the issuance of an aggregate of
25,000,000 Warrants;

            AND WHEREAS for the foregoing purposes, Kinross deems it necessary
to enter into this Indenture to provide for the issue of the Warrants in the
manner hereinafter set forth;

            AND WHEREAS Kinross is duly authorized to create and issue the
Warrants as herein provided and complete the transactions contemplated herein;

            AND WHEREAS all things necessary have been done and performed to
make the Warrant Certificates when certified by the Trustee and issued and
delivered as herein provided, legal, valid and binding on Kinross with the
benefits of and subject to the terms of this Indenture;

            AND WHEREAS the Trustee has agreed to enter into this Indenture and
to hold all rights, interests and benefits contained herein for and on behalf of
those persons who from time to time become holders of Warrants issued pursuant
to this Indenture;

            NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable
consideration mutually given, the receipt and sufficiency of which are, by each
of Kinross and the Trustee, hereby acknowledged, Kinross hereby appoints the
Trustee as trustee for the Warrantholders, to hold all rights, interests and
benefits contained herein for and on, behalf of those persons who from time to
time become holders of

<PAGE>
                                      -2-


Warrants issued pursuant to this Indenture, and the parties hereby covenant,
agree and declare as follows:

                                   ARTICLE 1
                                 INTERPRETATION

1.1   DEFINITIONS

      In this Indenture, unless there is something in the subject matter or
context inconsistent therewith:

"ADJUSTMENT PERIOD" has the meaning ascribed thereto in Section 5.1;

"AFFILIATE" shall have the meaning ascribed to such term in the Business
Corporations Act (Ontario), as amended;

"APPLICABLE LEGISLATION" means such provisions of any statute of Canada, of a
province thereof or of any other jurisdiction, and of regulations under any such
statute, relating to trust indentures or to the rights, duties and obligations
of corporations and of warrant trustees under trust indentures, as are from time
to time in force and applicable to this Indenture;

"BUSINESS DAY" means any day that is not a Saturday, Sunday or statutory holiday
in Ontario or a day when the principal office of the Trustee in Toronto, Ontario
is not generally open to the public for the transaction of business;

"COMMON SHARES" means the common shares in the capital of Kinross, provided that
in the event of any adjustment pursuant to Article 5, Common Shares will
thereafter mean the shares or other securities or property resulting from such
adjustment;

"COUNSEL" means a barrister or solicitor or a firm of barristers and solicitors
(who may be counsel for Kinross) acceptable to the Trustee, acting reasonably;

"CURRENT MARKET PRICE" has the meaning ascribed thereto in Section 5.1;

"DIRECTOR" means a director of Kinross for the time being, and reference to
action by the directors means action by the directors of Kinross as a board or,
to the extent empowered, by a committee of the board, in each case by resolution
duly passed;

"DIVIDENDS PAID IN THE ORDINARY COURSE" has the meaning ascribed thereto in
Section 5.1;

"EFFECTIVE DATE" means December 5, 2002, the date that this Indenture is
effective as of;

"EXCHANGE RATE" has the meaning ascribed thereto in Section 5.1;

<PAGE>
                                      -3-


"EXERCISE DATE" means, with respect to any Warrant exercised by the holder
thereof, the day on which the Warrant is exercised in accordance with the
provisions of Section 4.1;

"EXERCISE PRICE" means the price per Common Share, being $5.00 as at the
Effective Date as such price shall have been adjusted under Article 5;

"EXPIRY TIME" means 5:00 p.m. (Toronto time) on the date that is five years from
the Effective Date;

"EXTRAORDINARY RESOLUTION" has the meaning attributed thereto in Sections 8.11
and 8.14;

 "KINROSS" or "CORPORATION" means the party of the first part hereunder and
includes any successor corporation to or of such party which shall have complied
with the provisions of Section 9.2;

"KINROSS' AUDITORS" means Deloitte & Touche LLP, or such other firm of chartered
accountants duly appointed as auditors of Kinross;

"PERSON" includes an individual, corporation, partnership, trustee or
unincorporated organization, and words importing persons have a similar extended
meaning;

"PROSPECTUS" means the (final) prospectus filed by Kinross with the Securities
Commissions for the purpose of qualifying the Units for distribution in the
Qualifying Jurisdictions;

"QUALIFYING JURISDICTIONS" means all the provinces of Canada (excluding the
Province of Quebec);

"SECURITIES COMMISSIONS" means the securities regulatory authorities of the
Qualifying Jurisdictions;

"SHAREHOLDER'S EQUITY" means the aggregate of share capital, retained earnings
and all surplus accounts and reserves as evidenced on the audited financial
statements of Kinross for the most recently completed fiscal year;

"THIS WARRANT INDENTURE", "THIS INDENTURE", "HERETO", "HEREUNDER", "HEREOF',
"herein", "HEREBY" and similar expressions mean or refer to this Warrant
Indenture and any indenture, deed or instrument supplemental or ancillary
hereto, and the expressions "Article", "Section", "Subsection", "paragraph" and
"Appendix" followed by a number mean the specified Article, Section, Subsection
or paragraph of and Appendix to this Warrant Indenture;

"TRADING DAY" has the meaning ascribed thereto in Section 5.1;

<PAGE>
                                      -4-


"TRUSTEE" means Computershare Trust Company of Canada, the party of the second
part hereunder and includes any successor or permitted assigns for the time
being in the trusts created hereby;

"UNITED STATES" has the meaning ascribed to that term in Regulation S under the
U.S. Securities Act;

"UNITS" means 50,000,000 units of Kinross offered pursuant to the Prospectus,
each such unit consisting of one Common Share and one-half of one Warrant;

"U.S. LEGENDS" has the meaning ascribed thereto in Section 2.7;

"U.S. PERSON" has the meaning ascribed to that term in Regulation S under the
U.S. Securities Act;

"U.S. SECURITIES ACT" means the United States Securities Act of 1933, as
amended;

"VOTING SHARES" of any corporation means shares of one or more classes or series
of a class of shares in the capital of such corporation carrying voting rights
under all circumstances (and not by reason of the happening of a contingency)
sufficient, if exercised, to elect all of the directors of such corporation,
provided that such shares will be deemed not to cease to be voting shares solely
by reason of a right to vote for the election of one or more of the directors of
such corporation accruing to shares of another class or series of a class of
shares of such corporation by reason of the happening of a contingency;

"WARRANTS" means the Warrants of Kinross created and authorized for issue
pursuant to Section 2.1, each such Warrant entitling the holder thereof to
acquire one Common Share at the Exercise Price at any time prior to the Expiry
Time;

"WARRANT CERTIFICATE" means a certificate evidencing one or more Warrants,
substantially in the form set out in Appendix 1;

"WARRANTHOLDERS" or "HOLDERS" means the persons for the time being entered in a
register of holders described in Section 3.1 as holders of Warrants;

"WARRANTHOLDERS' REQUEST" means an instrument, signed in one or more
counterparts by Warrantholders who hold in the aggregate not less than 10% of
the total number of Warrants outstanding for the time being, requesting the
Trustee to take some action or proceeding specified therein; and

"WRITTEN ORDER OF KINROSS", "WRITTEN REQUEST OF KINROSS", "WRITTEN CONSENT OF
Kinross", "WRITTEN DIRECTION OF KINROSS" and "CERTIFICATE OF KINROSS" mean,
respectively, a written order, request, consent, direction and certificate
signed in the name of Kinross by any director or officer of Kinross or by any
other individual to whom such signing authority is delegated by the directors
from time to time, and may consist of one or more instruments so executed.

<PAGE>
                                      -5-


1.2   MEANING OF OUTSTANDING

      Each Warrant certified and delivered by the Trustee under this Indenture
will be deemed to be outstanding until it is cancelled or delivered to the
Trustee for cancellation as the case may be, or until the Warrants have been
exercised pursuant to the terms of this Indenture, provided that:

      (a)   when a new Warrant Certificate has been issued in substitution for a
            Warrant Certificate which has been lost, stolen or destroyed, only
            one of such Warrant Certificates will be counted for the purposes of
            determining the number of Warrants outstanding; and

      (b)   for the purposes of any provision of this Indenture entitling
            holders of outstanding Warrants to vote, sign consents, requisitions
            or other instruments or take any other action under this Indenture,
            Warrants owned, directly or indirectly, legally or beneficially by
            Kinross or an affiliate of Kinross will be disregarded except that:

            (i)   for the purposes of determining whether the Trustee will be
                  protected in acting or relying on any such vote, consent,
                  requisition or other instrument or action, only the Warrants
                  which have been certified by Kinross in a certificate of
                  Kinross to the Trustee as so owned will be so disregarded; and

            (ii)  Warrants so owned which have been pledged in good faith, other
                  than to Kinross or an affiliate thereof, will not be so
                  disregarded if the pledgee establishes to the satisfaction of
                  the Trustee the pledgee's right to vote such Warrants in its
                  discretion free from the control of Kinross or an affiliate
                  thereof.

1.3   WORDS IMPORTING THE SINGULAR AND GENDER

      Words importing the singular include the plural and vice versa and words
importing a particular gender include all genders.

1.4   INTERPRETATION NOT AFFECTED BY HEADINGS, ETC

      The division of this Indenture into Articles, Sections, Subsections,
paragraphs, subparagraphs, clauses and subclauses and the insertion of headings
are for convenience of reference only and will not affect the construction or
interpretation of this Indenture.

1.5   DAY NOT A BUSINESS DAY

      If the day on or before which any action that would otherwise be required
to be taken hereunder is not a business day, that action will be required to be
taken on or before the requisite time on the next succeeding day that is a
business day with the same force and effect as if taken within the period for
the taking of such action.

<PAGE>
                                      -6-


1.6   TIME OF THE ESSENCE

      Time will be of the essence in all respects in this Indenture and the
Warrant Certificates.

1.7   CURRENCY

      Except as otherwise stated, all dollar amounts herein are expressed in
Canadian dollars.

1.8   APPLICABLE LAW

      This Indenture and the Warrant Certificates will be construed and enforced
in accordance with the laws prevailing in the Province of Ontario and with the
federal laws of Canada applicable therein and will be treated in all respects as
Ontario contracts. The parties irrevocably attorn and submit to the
non-exclusive jurisdiction of the courts of the Province of Ontario with respect
to any matter arising under or related to this Indenture.

1.9   BENEFICIARIES

      This Indenture is entered into by the Trustee for the benefit of all such
persons who are issued Warrants and each of them shall, upon such issuance, be
entered in the register as Warrantholders. The Trustee hereby declares that it
holds all rights, interest and benefits to be derived therefrom for and on
behalf of all such persons in accordance with the terms and restrictions
contained herein.

                                   ARTICLE 2
                                  THE WARRANTS

2.1   CREATION AND AUTHORIZATION OF WARRANTS

(1) An aggregate of 25,000,000 Warrants, each whole Warrant entitling the holder
thereof to be issued one Common Share (subject to adjustment as provided herein)
on the terms and subject to the conditions herein provided, are hereby created
and authorized to be issued under this Indenture.

(2) Upon the original issue and delivery of certificates representing Common
Shares issued in connection with the sale of the Units, Warrant Certificates
shall be executed by Kinross and delivered by the Trustee, certified by or on
behalf of the Trustee upon the written order of Kinross and delivered by the
Trustee to Kinross or to the order of Kinross pursuant to a written direction of
Kinross, without any further act of or formality on the part of Kinross and
without the Trustee receiving any consideration therefor.

<PAGE>
                                      -7-


2.2   TERMS OF WARRANTS

(1) Subject to Subsection 2.2(2), each whole Warrant issued hereunder will
entitle the holder thereof, upon the exercise thereof and payment of the
Exercise Price in accordance with the provisions of Article 4 hereof, to be
issued one Common Share.

(2) The Exercise Price and the number of Common Shares issuable on exercise of a
Warrant pursuant to Subsection 2.2(1) hereof, shall be adjusted upon the
occurrence of the events and in the manner specified in Article 5.

2.3   FORM OF WARRANT CERTIFICATES

(1) The Warrant Certificates will be substantially in the form set out in
Appendix 1, will be dated as of the Effective Date (regardless of the actual
dates of their issue), will bear such legends and distinguishing letters and
numbers as Kinross, with the approval of the Trustee, may prescribe and will be
issuable in any whole number denomination. No fractional Warrants will be issued
or otherwise provided for hereunder. If any fraction of a Warrant would
otherwise be issuable, the number of Warrants so issued shall be rounded down to
the nearest whole Warrant.

Regardless of any adjustments pursuant to Article 5, Warrant Certificates shall
continue to be in the form set forth in Appendix 1 and shall continue to express
the number of Common Shares which may be acquired upon the exercise of the
Warrants evidenced thereby prior to any such adjustments but shall, nonetheless,
entitle the holder to acquire the number of Common Shares resulting from all
adjustments made pursuant to Article 5.

(2) The Warrant Certificates may be engraved, lithographed or printed (the
expression "printed" including for purposes hereof both original typewritten
material as well as mimeographed, mechanically, photographically,
photostatically or electronically reproduced, typewritten or other written
material), or partly in one form and partly in another, as Kinross may
determine.

2.4   SIGNING OF WARRANT CERTIFICATES

(1) The Warrant Certificates shall be signed by any director or officer of
Kinross or by any other individual to whom such signing authority is delegated
by the directors from time to time.

(2) The signatures of any of the directors, officers or individuals referred to
in Subsection 2.4(1) may be manual signatures, engraved, lithographed or printed
in facsimile and Warrant Certificates bearing such facsimile signatures will be
binding on Kinross as if they had been manually signed by such directors,
officers or individuals.

Notwithstanding that any person whose manual or facsimile signature appears on a
Warrant Certificate as one of the directors, officers or individuals referred to
in Subsection 2.4(1) no longer holds the same or any other office with Kinross
at the date of issuance of any Warrant Certificate, at the date of certification
or delivery thereof or at

<PAGE>
                                      -8-


any subsequent date, such Warrant Certificate will, subject to Section 2.5, be
valid and binding on Kinross and the holder shall be entitled to the benefits of
this Indenture.

2.5   CERTIFICATION BY TRUSTEE

(1) No Warrant Certificate signed in accordance with Section 2.4 will be issued
or, if issued, will be valid or entitle the holder to the benefits hereof until
it has been certified by manual signature by or on behalf of the Trustee
substantially in the form of the certificate set out in Appendix 1 or in such
other form approved by the Trustee. The certification by the Trustee on a
Warrant Certificate will be conclusive evidence as against Kinross that such
Warrant Certificate has been duly issued hereunder and that the holder is
entitled to the benefits hereof.

(2) The certification by the Trustee on any Warrant Certificate issued hereunder
will not be construed as a representation or warranty by the Trustee as to the
validity of this Indenture (except in respect of its due authorization,
execution and delivery by, and enforceability against, the Trustee) or such
Warrant Certificate (except the due certification thereof) or as to performance
by Kinross of its obligations hereunder, and the Trustee will in no respect be
liable or answerable for the use made of any Warrant Certificate or of the
consideration therefor, except as otherwise specified herein.

2.6   WARRANTS TO RANK PARI PASSU

      All Warrants will rank pari passu, whatever may be the actual dates of
issue of the Warrant Certificates by which they are evidenced.

2.7   UNITED STATES TRANSFER RESTRICTIONS

      Each Warrant Certificate originally issued to a person in the United
States or to a U.S. Person and all Warrant Certificates issued in exchange
therefor or in substitution therefor, as well as certificates representing the
Common Shares issuable upon the exercise of any Warrants evidenced by any such
Warrant Certificate, shall bear the legends set forth below (the "U.S.
Legends"), as applicable, for so long as appropriate:

ANY SUCH WARRANT CERTIFICATE ORIGINALLY ISSUED AND ALL WARRANT CERTIFICATES
ISSUED IN EXCHANGE THEREFOR OR IN SUBSTITUTION THEREFOR SHALL BEAR THE FOLLOWING
LEGEND:

"THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE
THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES,
AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT."

<PAGE>
                                      -9-


EACH CERTIFICATE REPRESENTING THE COMMON SHARES ISSUABLE UPON THE EXERCISE OF
ANY WARRANTS EVIDENCED BY ANY SUCH WARRANT CERTIFICATE SHALL BEAR THE FOLLOWING
LEGEND:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF,
BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT
SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
REGULATION S UNDER THE 1933 ACT, OR (C) WITHIN THE UNITED STATES IN ACCORDANCE
WITH RULE 144 UNDER THE 1933 ACT, IF APPLICABLE, OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT. DELIVERY OF THIS CERTIFICATE MAY NOT
CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN
CANADA. PROVIDED THAT THE CORPORATION IS A "FOREIGN ISSUER" WITHIN THE MEANING
OF REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE, BEARING NO LEGEND,
DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY", MAY BE OBTAINED FROM
COMPUTERSHARE TRUST COMPANY OF CANADA UPON DELIVERY OF THIS CERTIFICATE AND A
DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY
OF CANADA AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES
REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S
UNDER THE 1933 ACT."

If a Warrant Certificate tendered for transfer bears the legend set forth in
Section 2.7, the Trustee shall not register such transfer unless so directed by
Kinross and the transferor has provided the Trustee with the Warrant Certificate
in accordance with Section 3.1(3) and (A) the transfer is made to Kinross or (B)
a declaration to the effect set forth in Appendix 3 to this Indenture, or in
such other form as Kinross may from time to time prescribe, is delivered to the
Trustee.

2.8   LEGEND FOR WARRANT CERTIFICATES OF NON-U.S. PERSONS

      Except with regards to Warrant Certificates originally issued to a person
in the United States or a U.S. Person or a person for the account or benefit of
a U.S. Person or a person in the United States as contemplated in Section 2.7,
each Warrant Certificate and all Warrant Certificates issued in exchange
therefor or in substitution therefor shall bear the legend set forth below (the
"Non-U.S. Legend") for so long as appropriate:

ANY SUCH WARRANT CERTIFICATE ORIGINALLY ISSUED AND ALL WARRANT CERTIFICATES
ISSUED IN EXCHANGE THEREFOR OR IN SUBSTITUTION THEREFOR SHALL BEAR THE FOLLOWING
LEGEND:

"THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPON EXERCISE
HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED

<PAGE>
                                      -10-


UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR UNDER ANY STATE SECURITIES LAWS OF THE UNITED STATES, AND THE
SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED TO, OR EXERCISED BY, ANY
U.S. PERSON, BY ANY PERSON IN THE UNITED STATES OR BY ANY PERSON FOR THE ACCOUNT
OR BENEFIT OF A U.S. PERSON OR A PERSON IN THE UNITED STATES. THE SECURITIES
REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED TO A U.S. PERSON OR TO A PERSON IN THE
UNITED STATES. AS USED HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE
THE MEANINGS ASCRIBED TO THEM IN REGULATION S UNDER THE SECURITIES ACT."

2.9   RELIANCE BY TRUSTEE

      The Trustee shall have no obligation to ensure or verify compliance with
any applicable laws or regulatory requirements on the issue, exercise or
transfer of any Warrants or any Common Shares issued pursuant to the exercise of
Warrants. The Trustee shall be entitled to process all proffered transfers and
exercises of Warrants upon the presumption that such transfers or exercises are
permissible pursuant to all applicable laws and regulatory requirements and the
terms of this Indenture and the related Warrant Certificates, provided that such
transfers and exercises of Warrants may only be processed by the Trustee upon
written direction of Kinross to the Trustee, including instructions as to
legending, which direction may be based, in Kinross' discretion, upon
certificates, opinions and other documentation of the holders of such Warrants
that such transfer or exercise is in accordance with Applicable Legislation. The
Trustee may assume for the purposes of this Indenture that the address on the
register of Warrantholders of any Warrantholder is the Warrantholder's actual
address and is also determinative of the Warrantholder's residency and that the
address of any transferee to whom any Warrants or Common Shares issued pursuant
to the exercise of Warrants are to be registered, as shown on the transfer
document, is the transferee's actual address and is also determinative of the
transferee's residency.

2.10  ISSUE IN SUBSTITUTION FOR LOST CERTIFICATES, ETC.

(1) If any Warrant Certificate becomes mutilated or is lost, destroyed or
stolen, Kinross, subject to applicable law and to Subsection 2.10(2), will
issue, and thereupon the Trustee will certify and deliver, a new Warrant
Certificate of like tenor as the one mutilated, lost, destroyed or stolen in
exchange for and in place of and on surrender and cancellation of such mutilated
Warrant Certificate or in lieu of and in substitution for such lost, destroyed
or stolen Warrant Certificate and the substituted Warrant Certificate shall be
in a form approved by the Trustee and shall entitle the holders to the benefits
hereof and rank pari passu in accordance with its terms and with all other
Warrants issued hereunder.

(2) The applicant for the issue of a new Warrant Certificate pursuant to this
Subsection 2.10(2) will bear the reasonable cost of the issue thereof and in
case of loss, destruction or theft will, as a condition precedent to the issue
thereof:

<PAGE>
                                      -11-


      (a)   furnish to Kinross and to the Trustee such evidence of ownership and
            of the loss, destruction or theft of the Warrant Certificate to be
            replaced as is satisfactory to Kinross and to the Trustee in their
            discretion, acting reasonably;

      (b)   if so required by Kinross or the Trustee, furnish an indemnity in
            amount and form satisfactory to Kinross and to the Trustee in their
            reasonable discretion; and

      pay the reasonable charges of Kinross and the Trustee in connection
      therewith.

2.11  CANCELLATION OF SURRENDERED WARRANTS

      All Warrant Certificates surrendered to the Trustee pursuant to Sections
2.10, 2.13, 3.1, 3.2 or 4.1 will be cancelled by the Trustee and, if requested
by Kinross in writing, the Trustee will furnish to Kinross a cancellation
certificate identifying each Warrant Certificate so cancelled, the number of
Warrants evidenced thereby and the number of Common Shares, if any, issued
pursuant to such Warrants.

2.12  WARRANTHOLDER NOT A SHAREHOLDER

      Nothing in this Indenture or in the holding of a Warrant evidenced by a
Warrant Certificate, or otherwise, is intended or will be construed as
conferring on any Warrantholder any right or interest whatsoever as a
shareholder of Kinross, including but not limited to any right to vote at, to
receive notice of, or to attend any meeting of shareholders or any other
proceeding of Kinross or any right to receive any dividend or other distribution
to which the shareholders of Kinross may be entitled.

2.13  OPTIONAL PURCHASES OF WARRANTS BY KINROSS

      Subject to applicable law, Kinross may from time to time purchase on any
stock exchange, in the open market, by private agreement or otherwise any or all
of the Warrants. Any such purchase shall be made at the lowest price or prices
at which, in the opinion of the board of directors, such Warrants are then
obtainable, plus reasonable costs of purchase, and may be made in such manner,
from such persons, and on such other terms as Kinross in its sole discretion may
determine. The Warrant Certificates representing the Warrants purchased pursuant
to this Section 2.13 shall forthwith be delivered to and cancelled by the
Trustee and shall not be reissued. If required by Kinross, the Trustee shall
furnish Kinross with a certificate as to such cancellation.

<PAGE>
                                      -12-

                                   ARTICLE 3
                       REGISTRATION, TRANSFER EXCHANGE AND
                              OWNERSHIP OF WARRANTS

3.1   REGISTRATION AND TRANSFER OF WARRANTS

(1) Kinross hereby appoints the Trustee as registrar and transfer agent of the
Warrants and the Trustee hereby accepts such appointment.

(2)   The Trustee will cause to be kept:

      (a)   by and at the principal offices of the Trustee in Toronto, Ontario,
            a register (or registers) of holders in which shall be entered in
            alphabetical order the names and addresses of the holders of
            Warrants and particulars of the Warrants held by them; and

      (b)   by and at the principal office in Toronto, Ontario of the Trustee, a
            register of transfers in which all transfers of Warrants and the
            date and other particulars of each transfer shall be entered.

(3) No transfer of any Warrant will be valid unless duly entered on the
appropriate register of transfers referred to in Subsection 3.1(2), or on any
branch registers maintained pursuant to Subsection 3.1(7), upon surrender to the
Trustee of the Warrant Certificate evidencing such Warrant, duly endorsed by, or
accompanied by a written instrument of transfer substantially in the form of
Appendix 2 to the Warrant Certificate or otherwise in form reasonably
satisfactory to the Trustee, executed by the registered holder or his executors,
administrators or other legal representatives or his or their attorney duly
appointed by an instrument in writing in form and execution reasonably
satisfactory to the Trustee, and, subject to compliance with Section 2.7 and
such requirements and such other reasonable requirements as the Trustee may
prescribe, such transfer will be duly noted on one of such registers of
transfers by the Trustee within two business days of the satisfaction of all
such requirements including, without limitation, receipt of the written
direction of Kinross pursuant to Section 2.9. Any Warrant Certificate issued to
a transferee in a transfer in accordance with this Section 3.1 shall bear the
legend set forth in Section 2.8.

(4) The transferee of any Warrant will, after surrender to the Trustee of the
Warrant Certificate evidencing such Warrant as required by Subsection 3.1(3) and
upon compliance with all other conditions in respect thereof required by this
Indenture or by law, be entitled to be entered on the register of holders
referred to in Subsection 3.1(2), or on any branch registers of holders
maintained pursuant to Subsection 3.1(7), as the owner of such Warrant free from
all equities or rights of set-off or counterclaim between Kinross and the
transferor or any previous holder of such Warrant, except in respect of equities
of which Kinross is required to take notice by statute or by order of a court of
competent jurisdiction. Neither Kinross nor the Trustee will be bound to take
notice of or see to the execution of any trust, whether express, implied or
constructive, in respect of any Warrant, and may transfer any Warrant on the
written direction of the person

<PAGE>
                                      -13-


registered as the holder thereof and delivered in accordance with Subsection
3.1(3), whether named as trustee or otherwise, as though that person were the
beneficial owner thereof

(5) Kinross will be entitled, and may direct the Trustee in writing, to refuse
to recognize any transfer, or enter the name of any transferee, of any Warrant
on the registers referred to in Subsection 3.1(2), or on any branch registers
maintained pursuant to Subsection 3.1(7), if such transfer would require Kinross
to qualify the Warrants or the Common Shares issuable on exercise of the
Warrants for distribution in any jurisdiction other than the Qualifying
Jurisdictions.

(6) The registers referred to in Subsection 3.1(2), and any branch registers
maintained pursuant to Subsection 3.1(7), will at all reasonable times be open
for inspection by Kinross and any Warrantholder. The Trustee will, from time to
time when requested so to do in writing by Kinross or any Warrantholder (upon
payment of the Trustee's reasonable charges), furnish Kinross or such
Warrantholder with a list of the names and addresses of holders of Warrants
entered on such registers and showing the number of Warrants held by each such
holder.

(7) The Trustee with the approval of Kinross, may at any time and from time to
time change the place at which the registers referred to in Subsection 3.1(2)
are kept, cause branch registers of holders or transfers to be kept at other
places and close such branch registers or change the place at which such branch
registers are kept. Notice of any such change or closure shall be given by the
Trustee to Kinross and the holders of Warrants. Notwithstanding the foregoing,
the Trustee will be required to maintain a register of holders and of transfers
(as contemplated by Subsection 3.1(2)) at its principal office in Toronto,
Ontario.

(8) The Trustee shall retain until the sixth anniversary of the Expiry Time all
instruments of transfer of Warrants which are tendered for registration
including the details shown thereon of the persons by or through whom they were
lodged, all cancelled Warrants and other related documents.

3.2   EXCHANGE OF WARRANT CERTIFICATES

(1) One or more Warrant Certificates may, on compliance by the holder with the
reasonable requirements of the Trustee, be exchanged for one or more Warrant
Certificates of different denomination evidencing in the aggregate the same
number of Warrants as the Warrant Certificate or Warrant Certificates being
exchanged.

(2) Warrant Certificates may be exchanged only at the principal offices in
Toronto, Ontario of the Trustee or at any other place designated by Kinross with
the approval of the Trustee.

(3) Any Warrant Certificate tendered for exchange shall be surrendered to the
Trustee or its agent and cancelled.

<PAGE>
                                      -14-


(4) Kinross will sign all Warrant Certificates necessary to carry out exchanges
pursuant to this Section 3.2 and the Trustee shall certify such Warrant
Certificates.

(5) Warrant Certificates exchanged for Warrant Certificates that bear the legend
set forth in Section 2.7 or 2.8 shall bear the same legend.

3.3   REASONABLE CHARGES FOR TRANSFER OR EXCHANGE

      A presenter of a Warrant Certificate pursuant to this Indenture will be
charged the reasonable costs of the Trustee for the transfer of any Warrant or
the exchange of any Warrant Certificate.

3.4   OWNERSHIP OF WARRANTS

(1) Kinross and the Trustee may deem and treat the person in whose name any
Warrant is registered as the absolute owner of such Warrant for all purposes,
and such person will for all purposes of this Indenture be and be deemed to be
the absolute owner thereof, and Kinross and the Trustee will not be affected by
any notice or knowledge to the contrary except as required by statute or by
order of a court of competent jurisdiction.

(2) The registered holder of any Warrant will be entitled to the rights
evidenced thereby free from all equities and rights of set-off or counterclaim
between Kinross and the original or any intermediate holder thereof and all
persons may act accordingly, and the delivery to any such registered holder of
the Common Shares issued on exercise of such Warrant will be a good discharge to
Kinross and the Trustee therefor and, unless Kinross or the Trustee are required
by statute or by an order of a court of competent jurisdiction, neither Kinross
nor the Trustee will be bound to inquire into the title of any such registered
holder.

3.5   ASSUMPTION BY TRANSFEREE

      Upon becoming a Warrantholder in accordance with the provisions of this
Indenture, the transferee thereof shall be deemed to have acknowledged and
agreed to be, bound by this Indenture. Upon the registration by the Trustee of
such transferee as the holder of a Warrant, the transferor thereof shall cease
to have any further rights under this Indenture with respect to such Warrant or
any Common Shares to be issued on exercise.

                                   ARTICLE 4
                              EXERCISE OF WARRANTS

4.1   EXERCISE

(1) Subject to the limitation set forth in Subsection 4.1(2) and Section 4.5,
holders of Warrants may at any time prior to the Expiry Time exercise the right
thereby conferred to be issued Common Shares by surrendering to the Trustee at
its principal offices in

<PAGE>
                                      -15-


Toronto, Ontario or to any other person or at any other additional place
designated by Kinross with the approval of the Trustee, during normal business
hours on a business day at such place:

       (a)  a certified cheque, money order or bank draft payable to Kinross in
            the amount of the Exercise Price in respect of each Common Share to
            be issued;

       (b)  the Warrant Certificate evidencing such Warrants; and

       (c)  a duly completed and executed notice of exercise substantially in
            the form set out in Appendix 1 to such Warrant Certificate.

(2) Any certified cheque, money order or bank draft, Warrant Certificate or
notice of exercise referred to in Subsection 4.1(1) will be deemed to have been
surrendered only on personal delivery thereof to, or, if sent by mail or other
means of transmission, on actual receipt thereof by, the Trustee or one of the
other persons at the office or one of the other places specified in Subsection
4.1(1).

(3) Any notice of exercise referred to in Subsection 4.1(1) must be signed by
the Warrantholder, or such Warrantholder's executors, administrators or other
legal representatives or his or their attorney duly appointed by an instrument
in writing in form and execution satisfactory to the Trustee, acting reasonably,
and, if any Common Shares thereby issuable are to be issued to a person or
persons other than the Warrantholder, the notice of exercise must specify the
name or names and the address or addresses of each such person or persons and
the number of Common Shares to be issued to each such person if more than one is
so specified, and the signatures set out therein shall be guaranteed by a
Schedule I chartered bank, a major Canadian trust company, a member of the
medallion guarantee program, a member of the Stock Exchanges Medallion Program
(SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature
Program (MSP) or in accordance with industry practice.

(4) The holder of any Warrant Certificate who wishes to exercise the Warrants
evidenced by such Warrant Certificate may exercise less than all of such
Warrants and in the case of any such partial exercise shall be entitled to
receive, without charge therefor, a Warrant Certificate, in form, signed and
certified in accordance with the provisions of Article 2, evidencing the number
of Warrants held by the Warrantholder which remain unexercised. Such Warrant
Certificate will be delivered by the Trustee to the holder concurrently with the
certificates representing the Common Shares issued on partial exercise of such
holder's Warrants.

4.2   EFFECT OF EXERCISE

(1) Upon the exercise of any Warrant in accordance with Section 4.1, the Common
Shares thereby issuable will be deemed to have been issued, and the person or
persons to whom such Common Shares are to be issued will be deemed to have
become the holder or holders of record thereof on the Exercise Date, unless the
transfer registers for the Common Shares are closed by law on that date, in
which case such

<PAGE>
                                      -16-


Common Shares will be deemed to have been issued and such person or persons will
be deemed to have become the holder or holders of record thereof on the date on
which such transfer registers are reopened, but such Common Shares will be
issued on the basis of the number of Common Shares to which such person or
persons were entitled on the Exercise Date.

(2) As soon as practicable and in any event not later than the fifth business
day on which the transfer registers for the Common Shares have been open after
such exercise, Kinross will cause the Trustee to mail to the person or persons
in whose name or names the Common Shares thereby issued have been issued, at his
or their respective addresses specified in the notice of exercise, or, if so
specified, cause to be delivered to such person or persons at the place where
the Warrant Certificate evidencing such Warrant was surrendered, certificates
representing the Common Shares so issued.

(3) If any Common Shares issuable pursuant to any Warrant are to be issued to a
person or persons other than the Warrantholder, the Warrantholder must pay to
Kinross or to the Trustee on its behalf an amount equal to all exigible transfer
taxes or other government charges, and Kinross will not be required to issue or
deliver any certificates representing any such Common Shares unless or until
such amount has been so paid or the Warrantholder has established to the
satisfaction of Kinross that such taxes and charges have been paid or that no
such taxes or charges are owing.

4.3   NO FRACTIONAL COMMON SHARES

      Kinross shall not be required to issue fractional Common Shares upon the
exercise of Warrants, and no cash or other consideration shall be paid by
Kinross in lieu of fractional Common Shares. To the extent that a holder of
Warrants would otherwise have been entitled to receive, on the exercise of
Warrants, a fraction of a Common Share, such right may only be exercised in
respect of such fraction in connection with another Warrant or Warrants which in
the aggregate entitle the holder to receive a whole number of Common Shares.

4.4   RECORDING

      The Trustee will record particulars in the register contemplated by
Section 3.1(2) of each Warrant exercised which will include the name and address
of each person to whom Common Shares are thereby issued, the number of Common
Shares so issued and the Exercise Date in respect thereof. Within five business
days after each Exercise Date the Trustee will provide such particulars in
writing to Kinross.

4.5   SECURITIES RESTRICTIONS

(1) No Common Shares will be issued on exercise of any Warrant, if in the
opinion of counsel to Kinross (delivered to the Trustee prior to issue), the
issuance of such Common Shares would constitute a violation of the securities
laws of any applicable jurisdiction or require Kinross to qualify the Common
Shares issuable upon exercise of the Warrants for distribution in any
jurisdiction other than the Qualifying Jurisdictions.

<PAGE>
                                      -17-


(2) Until such time as a registration statement relating to the Common Shares
issuable upon the exercise of Warrants is effective under the U.S. Securities
Act in accordance with Section 6.1(k), subject to Section 4.5(3), (i) Warrants
may not be exercised within the United States or by or on behalf of any U.S.
Person; and (ii) no Common Shares issued upon exercise of Warrants may be
delivered to any address in the United States.

(3) Notwithstanding Section 4.5(2), (i) Warrants which bear the legend set forth
in Section 2.7 may be exercised in the United States or by or on behalf of a
U.S. Person, and (ii) Common Shares issued upon exercise of any such Warrants
may be delivered to an address in the United States, provided that the person
exercising the Warrants signs and delivers a letter substantially in the form of
Appendix 4 to this Indenture.

(4) Until such time as Kinross has determined (which determination may be based
upon the receipt of an opinion of counsel to Kinross), that the same is no
longer required under applicable requirements of the U.S. Securities Act or
applicable state securities laws, certificates representing Common Shares issued
upon the exercise of Warrants which bear the legend set forth in Section 2.7 and
which are issued and delivered pursuant to Section 4.5(3) shall bear the legend
set forth in Section 2.7 with respect to Common Shares issuable upon the
exercise of Warrants.

(5) Certificates representing Common Shares issued upon the exercise of Warrants
which bear the legend set forth in Section 2.8 shall not bear any legend for
purposes of the U.S. Securities Act.

4.6   EXPIRATION OF WARRANTS

      After the Expiry Time, all rights under any Warrant in respect of which
the right of subscription and purchase herein and therein provided for shall not
theretofore have been exercised shall wholly cease and terminate and such
Warrant shall be void and of no effect.

                                   ARTICLE 5
                                  ADJUSTMENTS

5.1   DEFINITIONS

(1) The rights of the holder of any Warrant, including the number of Common
Shares issuable upon the exercise of such Warrant and the Exercise Price payable
on exercise of such Warrant, will be adjusted from time to time in the events
and in the manner provided in, and in accordance with this Article 5 and for
such purposes:

<PAGE>
                                      -18-


      (a)   "Adjustment Period" means in respect of each Warrant, the period
            commencing on the issue date thereof and ending at the Expiry Time
            thereof;

      (b)   "Current Market Price", on any date, means the weighted-average,
            during the period of 20 consecutive Trading Days ending on the
            second Trading Day before such date, price per share at which the
            Common Shares have traded on the Toronto Stock Exchange or, if the
            Common Shares are not then listed thereon, on such stock exchange on
            which the Common Shares are listed as may be selected for that
            purpose by the directors or, if the Common Shares are not listed on
            any stock exchange, then in the over-the-counter market as reported
            by such other stock exchange or as quoted by the most commonly
            quoted or carried source of quotations for shares traded in the
            over-the-counter market, and the weighted-average price shall be
            determined by dividing the aggregate of the closing sales prices of
            all such shares sold on such exchange or market, as the case may be,
            during the said 20 consecutive Trading Days by the total number of
            shares so sold; provided that, if there is no market for the Common
            Shares during all or part of such period during which the Current
            Market Price thereof would otherwise be determined, the Current
            Market Price in respect of a Common Share shall in respect of all or
            such part of the period be determined by the directors acting
            reasonably and in good faith;

      (c)   "Dividends Paid in the Ordinary Course" means dividends paid on the
            Common Shares in any fiscal year of Kinross, whether in (i) cash,
            (ii) shares of Kinross, (iii) warrants or similar rights to purchase
            any shares of Kinross, or (iv) property or other assets of Kinross,
            provided that the amount or value of such dividends (any such
            shares, warrants or similar rights, or property or other assets so
            distributed to be valued at the fair market value of such shares,
            warrants or similar rights, or property or other assets, as the case
            may be, as determined by the directors (such determination to be
            conclusive)), does not exceed, in the aggregate, the greatest of:

                  (i)   50% of the retained earnings of Kinross at the end of
                        the immediately preceding fiscal year;

                  (ii)  150% of the aggregate amount and/or value of dividends
                        declared payable by Kinross on the Common Shares in the
                        period of 12 consecutive months ended immediately prior
                        to the first day of such fiscal year;

                  (iii) 100% of the aggregate consolidated net earnings of
                        Kinross, before extraordinary items, for the period of
                        12 consecutive months ended immediately prior to the
                        first day of such fiscal year less the amount or value
                        of all dividends paid or payable in respect of such
                        fiscal year (such net earnings to

<PAGE>
                                      -19-


                        be as shown in the audited consolidated financial
                        statements of Kinross for such period of 12 consecutive
                        months or, if there are no audited financial statements
                        with respect to such period, computed in accordance with
                        generally accepted accounting principles consistent with
                        those applied in preparation of the most recent audited
                        consolidated financial statements of Kinross) and for
                        such purpose the amount of any dividend paid in shares
                        shall be the aggregate stated capital of such shares and
                        the amount of any dividend paid in other than cash or
                        shares shall be the fair market value of such dividend
                        as determined by resolution passed by the board of
                        directors of Kinross, subject, if applicable, to the
                        prior consent of any stock exchange on which the Common
                        Shares are listed for trading; and

                  (iv)  10% of the Shareholder's Equity of Kinross.

      (d)   "Exchange Rate" means the rate at which Common Shares are issuable
            upon the exercise of any Warrant, which rate, subject to adjustment
            in accordance with this Indenture, is one Common Share for each
            Warrant as of the Effective Date; and

      (e)   "Trading Day", with respect to any stock exchange or
            over-the-counter market, means a day on which shares may be traded
            through the facilities of such stock exchange or in such
            over-the-counter market, and, otherwise, means a day on which shares
            may be traded through the facilities of the principal stock exchange
            on which the Common Shares are listed (or, if the Common Shares are
            not listed on any stock exchange, then in the over-the-counter
            market).

5.2   ADJUSTMENT OF EXCHANGE RATE

(1) The Exchange Rate in effect at any date will be subject to adjustment from
time to time and whenever at any time during the Adjustment Period, Kinross
shall: (i) subdivide or redivide or change the outstanding Common Shares into a
greater number of Common Shares, (ii) consolidate, combine or reduce the
outstanding Common Shares into a lesser number of Common Shares, or (iii) issue
Common Shares or other securities of Kinross exchangeable for or convertible
into Common Shares (collectively, the "convertible securities") to all or
substantially all the holders of the Common Shares as a stock dividend or other
distribution (other than as a Dividend Paid in the Ordinary Course or a
distribution of Common Shares upon exercise of the Warrants or pursuant to the
exercise of directors, officers or employee stock options granted under Kinross'
stock option plans). In any such event, the Exchange Rate will, on the effective
date of such event, be adjusted so that it will equal the rate determined by
multiplying the Exchange Rate in effect immediately prior to such date by a
fraction, of which the denominator shall be the total number of Common Shares
outstanding on

<PAGE>
                                      -20-


such date before giving effect to such event, and of which the numerator shall
be the total number of Common Shares outstanding on such date after giving
effect to such event. Such adjustment will be made successively whenever any
such event shall occur and any such issue of Common Shares or convertible
securities is deemed to have occurred on the record date for the issuance for
the purpose of calculating the number of outstanding Common Shares under this
Subsection 5.2(1). To the extent that this Subsection 5.2(1) has become
operative because of an issue of convertible securities referred to in clause
(iii) above, the number of Common Shares obtainable under each Warrant shall be
readjusted based on the number of Common Shares issuable upon conversion or
exchange of such convertible securities.

(2) If and whenever at any time during the Adjustment Period, there is (i) any
reclassification of the Common Shares at any time outstanding, any change of the
Common Shares into other shares or any other capital reorganization of Kinross
(other than as described in Subsection 5.2(1)), (ii) any consolidation,
amalgamation, arrangement, merger or other form of business combination of
Kinross with or into any other entity resulting in any reclassification of the
outstanding Common Shares, any change of the Common Shares into other shares or
any other capital reorganization of Kinross, or (iii) any sale, lease, exchange
or transfer (other than to a subsidiary of Kinross) of the undertaking or assets
of Kinross as an entirety or substantially as an entirety to another corporation
or entity, then, in each such event, each holder of any Warrant which is
thereafter exercised will be entitled to receive, and shall accept, in lieu of
the number of Common Shares to which such holder was theretofore entitled upon
such exercise, the kind and number or amount of shares or other securities or
property which such holder would have been entitled to receive as a result of
such event if, on the effective date thereof, such holder had been the
registered holder of the number of Common Shares to which such holder was
theretofore entitled upon such exercise. If necessary as a result of any such
event, appropriate adjustments will be made in the application of the provisions
set forth in this Article 5 with respect to the rights and interests thereafter
of the holders of Warrants to the end that the provisions set forth in this
Article 5 will thereafter correspondingly be made applicable, as nearly as may
reasonably be possible, in the relation to any shares or other securities or
property thereafter deliverable upon the exercise of any Warrant. Any such
adjustments will be made by and set forth in an indenture supplemental hereto
approved by the directors and shall for all purposes be conclusively deemed to
be an appropriate adjustment.

5.3   ADJUSTMENT OF EXERCISE PRICE

(1) If and whenever at any time during the Adjustment Period, Kinross shall fix
a record date for the issue of rights, options or warrants to all or
substantially all of the holders of Common Shares entitling the holders thereof,
within a period expiring not more than 45 days after the record date for such
issuance, to subscribe for or purchase Common Shares (or securities convertible
into or exchangeable for Common Shares) at a price per share (or having a
conversion or exchange price per share) of less than 95% of the Current Market
Price on such record date, then, in each such case, the Exercise Price will be
adjusted immediately after such record date so that it will equal the price
determined by multiplying the Exercise Price in effect on such record date by a
fraction,

<PAGE>
                                      -21-


of which the numerator shall be the total number of Common Shares outstanding on
such record date plus the number of Common Shares equal to the number arrived at
by dividing the aggregate price of the total number of additional Common Shares
so offered for subscription or purchase or the aggregate conversion or exchange
price of the convertible or exchangeable securities so offered by such Current
Market Price, and of which the denominator shall be the total number of Common
Shares outstanding on such record date plus the total number of additional
Common Shares so offered for subscription or purchase (or into or for which the
convertible or exchangeable securities so offered are convertible or
exchangeable). If by the terms of such rights, options or warrants, there is
more than one purchase, conversion or exchange price per Common Share, the
aggregate price of the total number of additional Common Shares offered for
subscription or purchase, or the additional conversion or exchange price of the
convertible or exchangeable securities so offered, shall be calculated for the
purposes of the adjustment on the basis of the lowest purchase, conversion or
exchange price per Common Share, as the case may be. Any Common Shares owned by
or held for the account of Kinross or any affiliate or any subsidiary of Kinross
shall be deemed not to be outstanding for the purpose of any such computation.
Such adjustment will be made successively whenever such a record date is fixed,
provided that if two or more such record dates or record dates referred to in
Subsection 5.3(2) are fixed within a period of 25 Trading Days, such adjustment
will be made successively as if each of such record dates occurred on the
earliest of such record dates. To the extent that any such rights, options or
warrants are not so issued or any such rights, options or warrants are not
exercised prior to the expiration thereof, the Exercise Price will then be
readjusted to the Exercise Price which would then be in effect if such record
date had not been fixed or to the Exercise Price which would then be in effect
based on the number of Common Shares (or securities convertible into or
exchangeable for Common Shares) actually issued upon the exercise of such
rights, options or warrants, as the case may be.

(2) If and whenever at any time during the Adjustment Period, Kinross shall fix
a record date for the making of a distribution to all or substantially all of
the holders of Common Shares of:

      (a)   shares of any class other than Common Shares whether of Kinross or
            any other corporation;

      (b)   rights, options or warrants (other than rights, options or warrants
            exercisable by the holders thereof within a period expiring not more
            than 45 days after the date of issue thereof);

      (c)   evidences of indebtedness; or

      (d)   cash, securities or other property or assets,

and if such distribution does not constitute a Dividend Paid in the Ordinary
Course or any of the events specified in Section 5.2 or Subsection 5.3(1), then,
in each such case, the Exercise Price will be adjusted immediately after such
record date so that it will equal the price determined by multiplying the
Exercise Price in effect on such record
<PAGE>
                                      -22-


date by a fraction, of which the numerator shall be the total number of Common
Shares outstanding on such record date multiplied by the Current Market Price on
the earlier of such record date and the date on which Kinross announces its
intention to make such distribution, less the aggregate fair market value (as
determined by the directors at the time such distribution is authorized) of such
shares or rights, options or warrants or evidences of indebtedness or cash,
securities or other property or assets so distributed, and of which the
denominator shall be the total number of Common Shares outstanding on such
record date multiplied by such Current Market Price. Any Common Shares owned by
or held for the account of Kinross or any subsidiary of Kinross shall be deemed
not to be outstanding for the purpose of such computation. Such adjustment will
be made successively whenever such a record date is fixed, provided that if two
or more such record dates or record dates referred to in paragraph 5.2(b) are
fixed within a period of 25 Trading Days, such adjustment will be made
successively as if each of such record dates occurred on the earliest of such
record dates. To the extent that such distribution is not so made or to the
extent that any such rights, options or warrants so distributed are not
exercised prior to the expiration thereof, the Exercise Price will then be
readjusted to the Exercise Price which would then be in effect if such record
date had not been fixed or to the Exercise Price which would then be in effect
based upon such shares or rights, options or warrants or evidences of
indebtedness or cash, securities or other property or assets actually
distributed or based upon the, number or amount of securities or the property or
assets actually issued or distributed upon the exercise of such rights, options
or warrants, as the case may be.

5.4   ADJUSTMENT RULES

(1) In any case in which this Article 5 shall require that an adjustment shall
become effective immediately after a record date for or effective date of an
event referred to herein, Kinross may defer, until the occurrence and
consummation of such event, issuing to the holder of any Warrant exercised after
such record date or effective date and before the occurrence and consummation of
such event the additional Common Shares or other securities or property issuable
upon such exercise by reason of the adjustment required by such event, provided,
however, that Kinross will deliver to such holder, as soon as reasonably
practicable after such record date or effective date, as applicable, an
appropriate instrument evidencing such holder's right to receive such additional
Common Shares or other securities or property upon the occurrence and
consummation of such event and the right to receive any dividend or other
distribution in respect of such additional Common Shares or other securities or
property declared in favour of the holders of record of Common Shares or of such
other securities or property on or after the Exercise Date, or such later date
as such holder would, but for the provisions of this Section 5.4, have become
the holder of record of such additional Common Shares, warrants or of such other
securities or property pursuant to Subsection 4.2(1).

(2) If Kinross shall set a record date to determine the holders of the
securities for the purpose of entitling them to receive any dividend or
distribution or any subscription or exercise rights and shall, thereafter and
before the distribution to such securityholders of any such dividend,
distribution or subscription or exercise rights, legally abandon its

<PAGE>
                                      -23-


plan to pay or deliver such dividend, distribution or subscription or exercise
rights, then no adjustment in the number of Common Shares obtainable upon
exercise of any Warrant shall be required by reason of the setting of such
record date. In the absence of a resolution of the directors fixing a record
date to determine the holders of the securities for the purpose of entitling
them to receive any dividend or distribution or any subscription or exercise
rights, Kinross shall be deemed to have fixed as the record date therefor the
date on which such transaction is effected.

(3) The adjustments provided for in this Article 5 are cumulative, and shall, in
the case of any adjustment to the Exchange Rate or the Exercise Price, be
computed to the nearest one one-hundredth of a Common Share and will apply
(without duplication) to successive subdivisions, consolidations, distributions,
issuances or other events resulting in any adjustment under the provisions of
this Article 5, provided that, notwithstanding any other provision of this
Section 5.4, no adjustment of the Exchange Rate or the Exercise Price will be
required unless such adjustment would require an increase or decrease of at
least 1% in the Exchange Rate or the Exercise Price then in effect (provided,
however, that any adjustment which by reason of this Subsection 5.4(3) is not
required to be made, will be carried forward and taken into account in any
subsequent adjustment).

(4) If any question arises with respect to the adjustments provided in this
Article 5, such question shall be conclusively determined by Kinross' auditors
or, if they are unable or unwilling to act, by such firm of chartered
accountants as is appointed by Kinross and acceptable to the Trustee. Such
accountants shall have access to all necessary records of Kinross and such
determination shall be binding upon Kinross, the Trustee and the Warrantholders.

(5) All shares of any class or other securities or property which a
Warrantholder is at the time in question entitled to receive on the full
exercise of his Warrants, whether or not as a result of adjustments made
pursuant to this Article 5 shall, for the purposes of the interpretation of this
Indenture, be deemed to be Common Shares which such Warrantholder is entitled to
subscribe for pursuant to the exercise of such Warrants.

(6) If and whenever at any time during the Adjustment Period, Kinross shall take
any action affecting or relating to the Common Shares, other than any action
described in this Article 5, which in the opinion of the directors, after
consultation with the Trustee, would adversely affect the rights of any holders
of Warrants, the Exchange Rate and/or the Exercise Price will be adjusted by the
directors in such manner, if any, and at such time, as the directors, may in
their sole discretion determine to be equitable in the circumstances to such
holders.

(7) As a condition precedent to the taking of any action which would require an
adjustment in any of the rights under the Warrants, Kinross will take any action
which may, in the opinion of counsel to Kinross, be necessary in order that
Kinross, or any successor to Kinross or successor to the undertaking or assets
of Kinross, will be obligated to and may validly and legally issue as fully paid
and non-assessable all the Common Shares or other securities or property which
the holders of Warrants would be

<PAGE>
                                      -24-


entitled to receive thereafter on the exercise thereof in accordance with the
provisions hereof.

(8) At least 21 days before the earlier of the effective date of or record date
for any event referred to in this Article 5 that requires or might require an
adjustment in any of the rights under the Warrants or such longer notice period
as may be applicable in respect of notices required to be delivered by Kinross
to holders of its Common Shares, Kinross will:

      (a)   file with the Trustee a certificate of Kinross specifying the
            particulars of such event and, to the extent determinable, any
            adjustment required and the computation of such adjustment; and

      (b)   give notice to the Warrantholders of the particulars of such event
            and, to the extent determinable, any adjustment required and a
            description of how such adjustment will be calculated.

Such notice need only set forth such particulars as have been determined at the
date such notice is given. If any adjustment for which such notice is given is
not then determinable, promptly after such adjustment is determinable Kinross
will:

      (c)   file with the Trustee a certificate of Kinross showing the
            computation of such adjustment; and

      (d)   give notice to the Warrantholders of such adjustment.

Where a notice pursuant to this Subsection 5.4(8) has been given, the Trustee
shall be entitled to act and rely on any adjustment calculation of Kinross or
Kinross' auditors.

(9)   Subject to Subsection 10.3(1) the Trustee shall not:

      (a)   at any time be under any duty or responsibility to any Warrantholder
            to determine whether any facts exist which may require any
            adjustment in the Exchange Rate or the Exercise Price, or with
            respect to the nature or extent of any such adjustment when made, or
            with respect to the method employed in making same;

      (b)   be accountable with respect to the validity or value (or the kind or
            amount) of any Common Shares or of any shares or other securities or
            property which may at any time be issued or delivered upon the
            exercise or deemed exercise of any Warrant; or

      (c)   be responsible for any failure of Kinross to issue, transfer or
            deliver Common Shares or certificates representing Common Shares
            upon the surrender of any Warrant for the purpose of exercise, or to
            comply with any of the covenants contained in this Article 5.

<PAGE>
                                      -25-


                                   ARTICLE 6
                                   COVENANTS

6.1   GENERAL COVENANTS

      Kinross represents, warrants, covenants and agrees with the Trustee that
so long as any Warrant remains outstanding and may be exercised:

      (a)   Kinross is duly authorized to create and issue the Warrants and that
            the Warrant Certificates, when issued and countersigned as herein
            provided, will be valid and enforceable against Kinross;

      (b)   Kinross will at all times maintain its corporate existence, carry on
            and conduct its business in a proper and business-like manner and
            keep or cause to be kept proper books of account in accordance with
            generally accepted accounting practice;

      (c)   Kinross will reserve for the purpose and keep available sufficient
            unissued Common Shares to enable it to satisfy its obligations on
            the exercise of the Warrants;

      (d)   Kinross will cause the Common Shares from time to time issued
            pursuant to the exercise of the Warrants, and the certificates
            representing such Common Shares, to be duly issued and delivered in
            accordance with the Warrants and the terms hereof;

      (e)   all Common Shares that are issued or created on exercise of the
            Warrants will be fully paid and non-assessable;

      (f)   Kinross will cause the Trustee to keep open on business days the
            registers of holders and registers of transfers referred to in
            Section 3.1 and will not take any action or omit to take any action
            which would have the effect of preventing the Warrantholders from
            exercising any of the Warrants or receiving any of the Common Shares
            upon such exercise;

      (g)   Kinross will make all requisite filings, including filings with
            appropriate Securities Commissions, in connection with the exercise
            of the Warrants and issue of the Common Shares;

      (h)   Kinross shall do, execute, acknowledge and deliver or cause to be
            done, executed, acknowledged or delivered all other acts, deeds and
            assurances in law as the Trustee may reasonably require for the
            better accomplishing and effecting of the provisions and intention
            of this Indenture;

      (i)   generally, Kinross will well and truly perform and carry out all
            acts and things to be done by it as provided in this Indenture and
            will not take any action which might reasonably be expected to
            deprive the Warrantholders

<PAGE>
                                      -26-


            of their rights to acquire Common Shares upon the exercise of the
            Warrants;

      (j)   Kinross shall maintain its status as a reporting issuer (or the
            equivalent) not in default in each of the Qualifying Jurisdictions
            providing for such a regime and will use its best efforts to
            maintain the listing of (i) the Common Shares and the Warrants on
            the Toronto Stock Exchange and (ii) the Common Shares on the
            American Stock Exchange or the New York Stock Exchange; and

      (k)   Kinross will, no later than the earlier of (i) the date which is 15
            days after the five day volume weighed average trading price of the
            Common Shares on the Toronto Stock Exchange exceeds $4.25; and (ii)
            April 30, 2003, file a shelf prospectus in the Provinces of Ontario
            and Quebec and a registration statement on Form F-10 under the
            Multijurisdictional Disclosure System with the U.S. Securities and
            Exchange Commission relating to the Common Shares issuable on the
            exercise of the Warrants, and use its reasonable best efforts to
            keep the prospectus continuously effective for so long as shall be
            necessary to permit the exercise of the Warrants (which period shall
            terminate no later than the earlier of the Expiry Time or the date
            on which all of the Warrants have been so exercised).

6.2   TRUSTEE'S REMUNERATION AND EXPENSES

      Kinross will pay to the Trustee from time to time reasonable remuneration
for its services hereunder and will, on the Trustee's request, pay to or
reimburse the Trustee for all reasonable documented expenses, disbursements and
advances made or incurred by the Trustee in the administration or execution of
the trusts hereof (including reasonable documented compensation and
disbursements of its counsel and other advisers and assistants not regularly in
its employ), both before any default hereunder and thereafter until all duties
of the Trustee hereunder have been finally and fully performed, except any such
expense, disbursement or advance that arises out of or results from negligence,
wilful misconduct or bad faith of the Trustee or of persons for whom the Trustee
is responsible.

6.3   PERFORMANCE OF COVENANTS BY TRUSTEE

      If the Trustee is made aware of the failure of Kinross to perform any of
its obligations under this Indenture, the Trustee may notify the Warrantholders
of such failure or may itself perform any of such obligations capable of being
performed by it, but will not be bound to do so or to notify the Warrantholders
that it is so doing. All sums expended or advanced by the Trustee in so doing
will be repayable as provided in Section 6.2. No such performance, expenditure
or advance by the Trustee will relieve Kinross of any default or of its
continuing obligations hereunder.

<PAGE>
                                      -27-


6.4   SECURITIES QUALIFICATION REQUIREMENTS

(1) If, in the opinion of counsel to Kinross or the Trustee, any instrument
other than a prospectus is required to be filed with, or any permission, order
or ruling is required to be obtained from, any securities administrator,
regulatory agency or governmental authority in Canada or the United States or
any other step is required under any federal or provincial law of Canada or any
federal or state law of the United States before the Common Shares may be issued
or delivered to a Warrantholder, Kinross covenants that it will use its
reasonable best efforts to file such instrument, obtain such permission, order
or ruling or take all such other actions, at its expense, as is required or
appropriate in the circumstances.

(2) Kinross or, if required by Kinross, the Trustee will give written notice of
the issue of Common Shares pursuant to the exercise of Warrants, in such detail
as may be required, to each securities regulatory agency or government authority
in Canada or the United States or in each jurisdiction in which there is
legislation requiring the giving of any such notice.

                                   ARTICLE 7
                                  ENFORCEMENT

7.1   WARRANTHOLDERS MAY NOT SUE

      No holder of any Warrant shall have any right to institute any action or
proceeding against Kinross in relation to the Warrants, unless:

      (a)   such holder shall previously have given to the Trustee written
            notice of the nature of such action or proceeding;

      (b)   the holders of at least 10% of the Warrants shall have made written
            request to the Trustee and shall have afforded to it reasonable
            opportunities either itself to proceed to exercise the powers
            hereinbefore granted or to institute an action, suit or proceeding
            in its own name for such purpose;

      (c)   such Warrantholders or any of them shall have offered to the
            Trustee, when so requested by the Trustee, sufficient funds and
            security and indemnity satisfactory to it against the costs,
            expenses and liabilities to be incurred therein or thereby; and

      (d)   the Trustee shall have failed to act within 20 days after such
            notification, request and offer of indemnity; and such notification,
            request and offer of indemnity are hereby declared in every such
            case, at the option of the Trustee, to be conditions precedent to
            any such proceeding or for any other remedy hereunder by or on
            behalf of the holder of any Warrants.

<PAGE>
                                      -28-


7.2   TRUSTEE MAY INSTITUTE ALL PROCEEDINGS

(1) The Trustee shall also have the power at any time and from time to time to
institute and to maintain such suits and proceedings as it may be advised shall
be necessary or advisable to preserve and protect its interests and the
interests of the Warrantholders.

(2) Any such suit or proceeding instituted by the Trustee may be brought in the
name of the Trustee as trustee of an express trust, and any recovery of judgment
shall be for the rateable benefit of the Warrantholders subject to the
provisions of this Indenture. In any proceeding brought by the Trustee (and also
any proceeding in which a declaratory judgment of a court may be sought as to
the interpretation or construction of any provision of this Indenture, to which
the Trustee shall be a party) the Trustee shall be held to represent all the
Warrantholders, and it shall not be necessary to make any Warrantholders parties
to any such proceeding.

7.3   IMMUNITY OF SHAREHOLDERS, ETC.

      Subject to the rights available at law or in express provisions of any
contract or other instrument, including certain limited rights of action under
the Prospectus, the Trustee and, by the acceptance of the Warrant Certificates
and as part of the consideration for the issue of the Warrants, the
Warrantholders, hereby waive and release any right, cause of action or remedy
now or hereafter existing in any jurisdiction against any person in his capacity
as an incorporator or any past, present or future shareholder or other
securityholder, director, officer, employee or agent of Kinross for the creation
and issue of the Common Shares pursuant to any Warrant or on any covenant,
agreement, representation or warranty by Kinross herein or in the Warrant
Certificates.

7.4   LIMITATION OF LIABILITY

      The obligations hereunder are not personally binding upon, nor shall
resort hereunder be had to, the directors or shareholders of Kinross or any of
the past, present or future directors or shareholders of Kinross or any of the
past, present or future officers, employees or agents of Kinross, but only the
property of Kinross or any successor corporation shall be bound in respect
hereof.

                                   ARTICLE 8
                           MEETINGS OF WARRANTHOLDERS

8.1   RIGHT TO CONVENE MEETINGS

(1) The Trustee may at any time and from time to time convene a meeting of the
Warrantholders, and will do so on receipt of a written request of Kinross or a
Warrantholders' Request and on being funded and indemnified to its reasonable
satisfaction by Kinross or by one or more of the Warrantholders signing such

<PAGE>
                                      -29-


Warrantholders' Request against the costs which it may incur in connection with
calling and holding the meeting.

(2) If the Trustee fails, within five business days after receipt of such
written request of Kinross or Warrantholders' Request and indemnity, to give
notice convening a meeting, Kinross or any of such Warrantholders, as the case
may be, may convene such meeting.

(3) Every such meeting will be held in Toronto, Ontario or such other place as
is approved or determined by the Trustee and Kinross. However, if the meeting is
convened by Kinross or a Warrantholder as a result of the Trustee's failure or
refusal to convene such meeting, the meeting must be held in Toronto.

8.2   NOTICE

(1) At least 10 business days prior notice of any meeting must be given to the
Warrantholders, to the Trustee (unless the meeting has been called by it) and to
Kinross (unless the meeting has been called by it).

(2) The notice to be delivered in accordance with Section 11.2 must state the
time when and the place where the meeting is to be held and describe (with
sufficient detail to permit a Warrantholder to make a reasoned decision with
respect to the matters for consideration) the general nature of the business to
be transacted thereat, but it will not be necessary for the notice to set out
the terms of any resolution to be proposed or any of the provisions of this
Article 8.

8.3   CHAIRMAN

      Some person (who need not be a Warrantholder) designated in writing by the
Trustee will be chairman of the meeting or, if no person is so designated or the
person so designated is not present within 15 minutes after the time fixed for
the holding of the meeting, the Warrantholders present in person or by proxy may
choose some person present to be chairman.

8.4   QUORUM

(1) Subject to the provisions of Section 8.11, at any meeting of Warrantholders
a quorum will consist of one or more Warrantholders present in person or by
proxy at the commencement of business holding in the aggregate not less than 20%
of the total number of Warrants then outstanding.

(2) If a quorum of Warrantholders is not present within 30 minutes after the
time fixed for holding a meeting, the meeting, if summoned by Warrantholders or
on a Warrantholders' Request, will be dissolved, but, subject to Section 8.11,
in any other case will be adjourned to the seventh calendar day following the
meeting, unless such day is not a business day, in which case it shall be
adjourned to the next following business day at the same time of day and place
and no notice of the adjournment need be given.

<PAGE>
                                      -30-


(3) At the adjourned meeting the Warrantholders present in person or by proxy
will form a quorum and may transact any business for which the meeting was
originally convened notwithstanding the number of Warrants that they hold.

8.5   POWER TO ADJOURN

      The chairman of a meeting at which a quorum of the Warrantholders is
present may, with the consent of the meeting, adjourn the meeting, and no notice
of such adjournment need be given except as the meeting prescribes.

8.6   SHOW OF HANDS

(1) Every question submitted to a meeting, other than an Extraordinary
Resolution, will be decided in the first place by a majority of the votes given
on a show of hands and, unless a poll is duly demanded as herein provided, a
declaration by the chairman that a resolution has been carried or carried
unanimously or by a particular majority or lost or not carried by a particular
majority will be conclusive evidence of the fact.

(2) On every Extraordinary Resolution, and on every other question submitted to
a meeting on which a poll is directed by the chairman or requested by one or
more Warrantholders acting in person or by proxy, a poll will be taken in such
manner as the chairman directs.

(3) Questions other than those required to be determined by Extraordinary
Resolution will be decided by a majority of the votes cast on the poll.

8.7   VOTING

(1) On a show of hands each person present and entitled to vote, whether as a
Warrantholder or as proxy for one or more absent Warrantholders, or both, will
have one vote, and on a poll each Warrantholder present in person or represented
by a proxy duly appointed by instrument in writing will be entitled to one vote
in respect of each Warrant held by such holder.

(2) A proxy need not be a Warrantholder.

(3) The chairman of any meeting shall be entitled, both on a show of hands and
on a poll, to vote in respect of the Warrants, if any, held or represented by
him.

8.8   REGULATIONS

(1) Subject to the provisions of this Indenture, the Trustee, or Kinross with
the approval of the Trustee, may from time to time make or vary such regulations
as it thinks fit:

      (a)   for the issue of voting certificates by any bank, trust company or
            other depository satisfactory to the Trustee stating that the
            Warrants specified therein have been deposited with it by a named
            person and will remain on

<PAGE>
                                      -31-


            deposit until a specified date, which voting certificates will
            entitle the persons named therein to be present and vote at any
            meeting of Warrantholders and at any adjournment thereof held before
            that date or to appoint a proxy or proxies to represent them and
            vote for them at any such meeting and at any adjournment thereof
            held before that date in the same manner and with the same effect as
            though the persons so named in such voting certificates were the
            actual Warrantholders specified therein;

      (b)   for the form of instrument appointing a proxy, the manner in which
            it must be executed, and verification of the authority of a person
            who executes it on behalf of a Warrantholder;

      (c)   governing the places at which and the times by which voting
            certificates or instruments appointing proxies must be deposited;

      (d)   for the deposit of voting certificates or instruments appointing
            proxies at some approved place or places other than the place at
            which the meeting is to be held and enabling particulars of such
            voting certificates or instruments appointing proxies to be sent by
            mail, cable, telex or other means of prepaid, transmitted, recorded
            communication before the meeting to Kinross or to the Trustee at the
            place where the meeting is to be held and for voting pursuant to
            instruments appointing proxies so deposited as though the
            instruments themselves were produced at the meeting; and

      (e)   generally for the calling of meetings of Warrantholders and the
            conduct of business thereof.

(2) Any regulations so made will be binding and effective and the votes given in
accordance therewith will be valid and will be counted.

(3) Except as such regulations provide, the only persons who will be recognized
at a meeting as the holders of any Warrants, or as entitled to vote or, subject
to Section 8.9, be present at the meeting in respect thereof, will be the
registered holders of such Warrants or their duly appointed proxies.

8.9   KINROSS, TRUSTEE AND COUNSEL MAY BE REPRESENTED

      Kinross and the Trustee, by their respective employees, officers or
directors, and the counsel for each of Kinross, the Trustee and the
Warrantholders may attend any meeting of Warrantholders and speak thereat, but
will have no vote as such.

8.10  POWERS EXERCISABLE BY EXTRAORDINARY RESOLUTION

      In addition to all other powers conferred on them by the other provisions
of this Indenture, by the Warrants or by law, subject to the consent of the
Toronto Stock

<PAGE>
                                      -32-


Exchange, the Warrantholders at a meeting will have the power, exercisable from
time to time by Extraordinary Resolution:

      (a)   subject to the agreement of Kinross to assent to or sanction any
            amendment, modification, abrogation, alteration, compromise or
            arrangement of any right of the Warrantholders or of the Trustee in
            its capacity as warrant trustee hereunder, subject to the Trustee's
            approval or on behalf of the Warrantholders against Kinross, whether
            such right arises under this Indenture or otherwise and to authorize
            the Trustee to concur in and execute any indenture supplemental
            hereto in connection therewith;

      (b)   to amend, alter or repeal any Extraordinary Resolution previously
            passed;

      (c)   to direct or authorize the Trustee to enforce any obligation of
            Kinross under this Indenture or to enforce any right of the
            Warrantholders in any manner specified in the Extraordinary
            Resolution;

      (d)   to refrain from enforcing any obligation or right referred to in
            paragraph (c);

      (e)   to waive and direct the Trustee to waive any default by Kinross in
            complying with any provision of this Indenture, either
            unconditionally or on any condition specified in the Extraordinary
            Resolution;

      (f)   to appoint a committee with power and authority to exercise, and to
            direct the Trustee to exercise, on behalf of the Warrantholders,
            such of the powers of the Warrantholders as are exercisable by
            Extraordinary Resolution;

      (g)   to restrain any Warrantholder from taking or instituting any suit,
            action or proceeding against Kinross for the enforcement of any
            obligation of Kinross under this Indenture or to enforce any right
            of the Warrantholders;

      (h)   to direct any Warrantholder who, as such, has brought any suit,
            action or proceeding, to stay or discontinue or otherwise deal
            therewith on payment of the costs, charges and expenses reasonably
            and properly incurred by him in connection therewith;

      (i)   from time to time and at any time to remove the Trustee and appoint
            a successor; and

      (j)   to assent to any compromise or arrangement with any creditor or
            creditors or any class or classes of creditors, whether secured or
            otherwise, and with holders of any shares or other securities of
            Kinross.

8.11  MEANING OF "EXTRAORDINARY RESOLUTION"

(1) The expression "Extraordinary Resolution" when used in this Indenture means,
subject to the provisions of this Section 8.11 and of Sections 8.14 and 8.15, a
resolution

<PAGE>
                                      -33-


proposed at a meeting of Warrantholders duly convened for that purpose and held
in accordance with the provisions of this Article at which there are present in
person or by proxy Warrantholders holding in the aggregate not less than 25% of
the aggregate number of Common Shares which may be acquired upon the exercise of
all the Warrants then outstanding and passed by the affirmative vote of
Warrantholders who hold in the aggregate not less than 66 2/3% of the aggregate
number of Common Shares which may be acquired upon the exercise of all the
Warrants then outstanding represented at the meeting and voted on the poll on
the resolution.

(2) If, at a meeting called for the purpose of passing an Extraordinary
Resolution, the quorum required by Subsection 8.11(1) is not present within 30
minutes after the time appointed for the meeting, the meeting, if convened by
Warrantholders or on a Warrantholders' Request, will be dissolved, but in any
other case will stand adjourned to such day, being not less than seven calendar
days or more than 30 calendar days later, and to such place and time, as is
appointed by the chairman.

(3) Not less than seven calendar days' notice must be given to the
Warrantholders of the time and place of such adjourned meeting.

(4) The notice must state that at the adjourned meeting the Warrantholders
present in person or by proxy will form a quorum but it will not be necessary to
set forth the purposes for which the meeting was originally called or any other
particulars.

(5) At the adjourned meeting the Warrantholders present in person or by proxy
will form a quorum and may transact any business for which the meeting was
originally convened, and a resolution proposed at such adjourned meeting and
passed by the requisite vote as provided in Subsection 8.11(1) will be an
Extraordinary Resolution within the meaning of this Indenture notwithstanding
that Warrantholders holding in the aggregate of not less than 25% of the
aggregate number of Common Shares which may be acquired upon the exercise of all
the Warrants outstanding may not be present.

(6) Votes on an Extraordinary Resolution must always be given on a poll and no
demand for a poll on an Extraordinary Resolution will be necessary.

8.12  POWERS CUMULATIVE

      Any one or more of the powers, and any combination of the powers, in this
Indenture stated to be exercisable by the Warrantholders by Extraordinary
Resolution or otherwise, may be exercised from time to time, and the exercise of
any one or more of such powers or any combination of such powers from time to
time will not prevent the Warrantholders from exercising such power or powers or
combination of powers thereafter from time to time.

8.13  MINUTES

      Minutes of all resolutions passed and proceedings taken at every meeting
of the Warrantholders will be made and duly entered in books from time to time
provided for such purpose by and at the expense of Kinross, and any such
minutes, if signed by the

<PAGE>
                                      -34-


chairman of the meeting at which such resolutions were passed or such
proceedings were taken, will be prima facie evidence of the matters therein
stated, and, until the contrary is proved, every such meeting in respect of the
proceedings of which minutes have been so made, entered and signed will be
deemed to have been duly convened and held, and all resolutions passed and
proceedings taken thereat to have been duly passed and taken.

      Kinross shall be provided with, in a timely manner and at its own expense,
copies of any and all resolutions passed at any meeting of the Warrantholders
pursuant to this Section 8.13.

8.14  INSTRUMENTS IN WRITING

      Any action that may be taken and any power that may be exercised by
Warrantholders at a meeting held as provided in this Article 8 by way of an
Extraordinary Resolution may also be taken and exercised by Warrantholders who
hold in the aggregate not less than 66 2/3% of the aggregate number of Common
Shares which may be acquired upon the exercise of all the Warrants at the time
outstanding, by their signing, each in person or by attorney duly appointed in
writing, an instrument in writing in one or more counterparts, and the
expression "Extraordinary Resolution" when used in this Indenture includes a
resolution embodied in an instrument so signed.

      Kinross shall be provided with, in a timely manner and at its own expense,
copies of any and all instruments in writing signed by the Warrantholders
pursuant to this Section 8.14.

8.15  BINDING EFFECT OF RESOLUTIONS

Every resolution and every Extraordinary Resolution passed in accordance with
the provisions of this Article 8 at a meeting of Warrantholders will be binding
on all Warrantholders, whether present at or absent from the meeting and whether
voting for or against the resolution or abstaining, and every instrument in
writing signed by Warrantholders in accordance with Section 8.14 will be binding
on all Warrantholders, whether signatories thereto or not, and every
Warrantholder and the Trustee (subject to the provisions for its indemnity
herein contained) will be bound to give effect accordingly to every such
resolution and instrument in writing. In the case of an instrument in writing,
the Trustee shall give notice in the manner contemplated in Article 11 of the
effect of the instrument in writing to all Warrantholders and Kinross as soon as
is reasonably practicable.

8.16  HOLDINGS BY KINROSS AND SUBSIDIARIES DISREGARDED

      In determining whether Warrantholders holding the required total number of
Warrants are present in person or by proxy for the purpose of constituting a
quorum, or have voted or consented to a resolution, Extraordinary Resolution,
consent, waiver, Warrantholders' Request or other action under this Indenture, a
Warrant held by Kinross or by any affiliate of Kinross will be deemed to be not
outstanding. Upon a request in writing by the Trustee, Kinross shall provide a
certificate of Kinross detailing the

<PAGE>
                                      -35-


registration and denomination of any Warrants held by Kinross or by any
affiliate of Kinross.

                                   ARTICLE 9
               SUPPLEMENTAL INDENTURES AND SUCCESSOR CORPORATIONS

9.1   PROVISION FOR SUPPLEMENTAL INDENTURES FOR CERTAIN PURPOSES

      From time to time Kinross (when authorized by the directors and with the
prior consent of the Toronto Stock Exchange) and the Trustee may, subject to the
provisions hereof, and will when so directed hereby, execute and deliver by
their proper officers indentures or instruments supplemental hereto, which
thereafter will form part hereof, for any or all of the following purposes:

      (a)   setting forth any adjustments resulting from the application of the
            provisions of Article 5;

      (b)   adding hereto such additional covenants and enforcement provisions
            as in the opinion of counsel are necessary or advisable, and are not
            in the opinion of the Trustee relying on the opinion of counsel
            prejudicial to the rights or interests of the Warrantholders as a
            group;

      (c)   giving effect to any Extraordinary Resolution passed as provided in
            Article 8;

      (d)   making such provisions not inconsistent with this Indenture as are
            necessary or desirable with respect to matters or questions arising
            hereunder, and are not, in the opinion of the Trustee relying on the
            opinion of counsel, prejudicial to the rights or interests of the
            Warrantholders as a group;

      (e)   adding to, deleting or altering the provisions hereof in respect of
            the transfer of Warrants or the exchange of Warrant Certificates,
            and making any modification in the form of the Warrant Certificates
            which does not affect the substance thereof;

      (f)   modifying any provision of this Indenture or relieving Kinross from
            any obligation, condition or restriction herein contained, except
            that no such modification or relief will be or become operative or
            effective if in the opinion of the Trustee, relying on the opinion
            of counsel, it would impair any of the rights or interests of the
            Warrantholders or of the Trustee, and the Trustee may in its
            uncontrolled discretion decline to enter into any such supplemental
            indenture which in its opinion will not afford adequate protection
            to the Trustee when it becomes operative; and

      (g)   for any other purpose not inconsistent with the terms of this
            Indenture, including the correction or rectification of any
            ambiguity, defective or

<PAGE>
                                      -36-


            inconsistent provision, error or omission herein, if in the opinion
            of the Trustee relying on the opinion of counsel, the rights of the
            Trustee and of the Warrantholders, as a group, are not prejudiced
            thereby.

9.2   SUCCESSOR CORPORATIONS

      In the case of the consolidation, amalgamation, arrangement, merger or
transfer of the undertaking or assets of Kinross as an entirety, or
substantially as an entirety, to another corporation, the successor corporation
resulting from such consolidation, amalgamation, arrangement, merger or transfer
(if not Kinross) will be bound by the provisions hereof and for the due and
punctual performance and observance of each and every covenant and obligation
contained in this Indenture to be performed by Kinross and, will as a condition
precedent to any such transaction, agree to succeed to and be substituted for
Kinross by supplemental indenture in form satisfactory to the Trustee and
executed and delivered to the Trustee with the same effect as closely as may be
possible as if it had been named herein.

                                   ARTICLE 10
                             CONCERNING THE TRUSTEE

10.1  TRUST INDENTURE LEGISLATION

(1) If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with a mandatory requirement of Applicable Legislation, the
mandatory requirement will prevail.

(2) Kinross and the Trustee each will at all times in relation to this Indenture
and any action to be taken hereunder observe and comply with and be entitled to
the benefits of Applicable Legislation.

10.2  TRUSTEE'S AUTHORITY TO CARRY ON BUSINESS

      The Trustee represents and warrants to Kinross that at the date hereof it
is authorized to carry on the business of a trust company in each of the
Qualifying Jurisdictions. If, notwithstanding the provisions of this Section
10.2, it ceases to be authorized to carry on such business, the validity and
enforceability of this Indenture and the Warrants issued hereunder shall not be
affected in any manner whatsoever by reason only of such event provided that the
Trustee, within 30 days after ceasing to be authorized to carry on such business
either becomes so authorized or resigns in the manner and with the effects
specified in Section 10.9.

10.3  RIGHTS AND DUTIES OF TRUSTEE

(1) In the exercise of the rights and duties prescribed or conferred by the
terms of this Indenture, the Trustee will act honestly and in good faith with a
view to the best interests of the Warrantholders, and will exercise that degree
of care, diligence and skill that a reasonably prudent warrant trustee would
exercise in comparable circumstances.

<PAGE>
                                      -37-


Subject to the foregoing, the Trustee shall not be bound to give any notice or
do or take any act, action or proceeding by virtue of the powers conferred on it
hereby unless and until it shall have been required so to do under the terms
hereof; nor shall the Trustee be required to take notice of any default
hereunder, unless and until notified in writing of such default, which notice
shall distinctly specify the default desired to be brought to the attention of
the Trustee and in the absence of any such notice the Trustee may for all
purposes of this Indenture conclusively assume that no default has been made in
the observance or performance of any of the representations, warranties,
covenants, agreements or conditions contained herein. Any such notice shall in
no way limit any discretion herein given to the Trustee to determine whether or
not the Trustee shall take action with respect to any default.

(2) No provision of this Indenture will be construed to relieve the Trustee from
liability for its own negligent act, negligent failure to act, wilful misconduct
or bad faith.

(3) The obligation of the Trustee to commence or continue any act, action or
proceeding for the purpose of enforcing any right of the Trustee or the
Warrantholders hereunder is on the condition that, when required by notice to
the Warrantholders by the Trustee, the Trustee is furnished by one or more
Warrantholders with sufficient funds to commence or continue such act, action or
proceeding and indemnity reasonably satisfactory to the Trustee to protect and
hold it harmless against the costs, charges, expenses and liabilities to be
incurred thereby and any loss and damage it may suffer by reason thereof.

(4) No provision of this Indenture will require the Trustee to expend or risk
its own funds or otherwise incur financial liability in the performance of any
of its duties or in the exercise of any of its rights or powers unless it is so
indemnified.

(5) The Trustee may, before commencing or at any time during the continuance of
any such act, action or proceeding, require the Warrantholders at whose instance
it is acting to deposit with the Trustee the Warrant Certificates held by them,
for which certificates the Trustee will issue receipts.

(6) Every provision of this Indenture that relieves the Trustee of liability or
entitles it to rely on any evidence submitted to it is subject to the provisions
of Applicable Legislation, of this Section 10.3 and of Section 10.4.

(7) In this Indenture, whenever confirmations or instructions are required to be
given to the Trustee in order to be valid, such confirmations and instructions
shall be in writing.

10.4  EVIDENCE, EXPERTS AND ADVISERS

(1) In addition to the reports, certificates, opinions and other evidence
required by this Indenture, Kinross will furnish to the Trustee such additional
evidence of compliance with any provision hereof, and in such form, as is
prescribed by Applicable Legislation or as the Trustee reasonably requires by
written notice to Kinross.

<PAGE>
                                      -38-


(2) In the exercise of any right or duty hereunder the Trustee, if it is acting
in good faith, may rely, as to the truth of any statement or the accuracy of any
opinion expressed therein, on any statutory declaration, opinion, report,
certificate or other evidence furnished to the Trustee pursuant to a provision
hereof or of Applicable Legislation or pursuant to a request of the Trustee, if
such evidence complies with Applicable Legislation and the Trustee examines such
evidence and determines that it complies with the applicable requirements of
this Indenture.

(3) Whenever Applicable Legislation requires that evidence referred to in
Subsection 10.4(1) be in the form of a statutory declaration, the Trustee may
accept such statutory declaration in lieu of a certificate of Kinross required
by any provision hereof.

(4) Any such statutory declaration may be made by any director or officer of
Kinross.

(5) The Trustee may act and rely and shall be protected in acting and relying
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, letter, telegram, cablegram or other paper or
document believed by it to be genuine and to have been signed, sent or presented
by or on behalf of the proper party or parties.

(6) Proof of the execution of any document or instrument in writing, including a
Warrantholders' Request, by a Warrantholder may be made by the certificate of a
notary public, or other officer with similar powers, that the person signing
such instrument acknowledged to him the execution thereof, or by an affidavit of
a witness to such execution, or in any other manner that the Trustee considers
adequate.

(7) The Trustee may employ or retain such counsel, accountants, engineers,
appraisers, or other experts or advisers as it reasonably requires for the
purpose of determining and discharging its duties hereunder and may pay
reasonable remuneration for all services so performed by any of them, without
taxation of costs of any counsel, and will not be responsible for any misconduct
or negligence on the part of any of them who has been selected with due care by
the Trustee. Any remuneration so paid by the Trustee shall be repaid to the
Trustee in accordance with Section 6.2.

(8) The Trustee may act and shall be protected in acting and relying in good
faith on the opinion or advice of or information obtained from any counsel,
accountant or other expert or adviser, whether retained or employed by Kinross
or by the Trustee, in relation to any matter arising in the administration of
the trusts hereof.

10.5  DOCUMENTS, MONEY, ETC. HELD BY TRUSTEE

(1) Any security, document of title or other instrument that may at any time be
held by the Trustee subject to the trusts hereof may be placed in the deposit
vaults of the Trustee or of any Canadian chartered bank or deposited for
safekeeping with any such bank.

(2) Unless herein otherwise expressly provided, any money so held pending the
application or withdrawal thereof under any provision of this Indenture shall be

<PAGE>
                                      -39-


deposited in the name of the Trustee in any Canadian chartered bank at the rate
of interest (if any) then current on similar deposits or may be invested with
the consent of Kinross in securities issued or guaranteed by the Government of
Canada or a province thereof or in obligations, maturing not more than one year
from the date of the investment, of any Canadian chartered bank as Kinross may
consent to. All interest or other income received by the Trustee in respect of
such deposits and investments shall belong to Kinross, as provided for herein.

(3) Unless Kinross is in default hereunder, all interest or other income
received by the Trustee in respect of such deposits and investments will belong
to Kinross.

10.6  ACTION BY TRUSTEE TO PROTECT INTERESTS

      The Trustee will have power to institute and to maintain such actions and
proceedings as it considers necessary or expedient to protect or enforce its
interests and the interests of the Warrantholders.

10.7  TRUSTEE NOT REQUIRED TO GIVE SECURITY

      The Trustee will not be required to give any bond or security in respect
of the performance of the agency created hereby, the execution of the trusts and
powers of this Indenture or otherwise in respect of the premises.

10.8  PROTECTION OF TRUSTEE

(1) By way of supplement to the provisions of any law for the time being
relating to trustees or agents, it is expressly declared and agreed that:

      (a)   except for its acts of negligence or wilful misconduct, the Trustee
            shall not be liable for any act done or step taken or omitted by it
            in good faith, or for any mistake of fact or law, and Kinross
            indemnifies and saves harmless the Trustee and its directors,
            officers, employees and agents from and against all claims, demands,
            actions, suits or other proceedings by whomsoever made, prosecuted
            or brought and from all losses, costs, damages and expenses in any
            manner based upon, occasioned by or attributable to any act or
            omission of the Trustee or its directors, officers, employees and
            agents in the execution of its duties hereunder. The obligations of
            this paragraph shall survive the termination or discharge of this
            Indenture or the resignation or removal of the Trustee;

      (b)   the Trustee will not be liable for or by reason of, or required to
            substantiate, any statement of fact or recital in this Indenture or
            in the Warrant Certificates (except the representation contained in
            Section 10.10 or in the certificate of the Trustee on the Warrant
            Certificates), but all such statements or recitals are and will be
            deemed to be made by Kinross;

<PAGE>
                                      -40-


      (c)   nothing herein contained will impose on the Trustee any obligation
            to see to, or to require evidence of, the registration or filing (or
            renewal thereof) of this Indenture or any instrument ancillary or
            supplemental hereto;

      (d)   the Trustee will not be bound to give notice to any person of the
            execution hereof;

      (e)   the Trustee will not incur any liability or responsibility whatever
            or be in any way responsible for the consequence of any breach by
            Kinross of any obligation herein contained or of any act of any
            director, officer, employee or agent of Kinross; and

      (f)   the Trustee shall not be liable or accountable for any loss or
            damage whatsoever to any person caused by the performance or failure
            by it to perform its responsibilities under this Indenture save only
            to the extent that such loss or damage is attributable to the
            negligence, wilful misconduct or bad faith of the Trustee.

(2) Kinross agrees to indemnify the Trustee and its directors, officers and
employees and save them harmless from all liabilities, losses, claims, demands,
suits, damages, costs and actions which may be brought against or suffered by it
arising out of or connected with the performance by it of its duties hereunder
except to the extent that such liabilities, suits, damages, costs and actions
are attributable to the negligence, wilful misconduct or bad faith of the
Trustee. This provision shall survive the resignation or termination of the
Trustee or the termination of this Indenture.

10.9  REPLACEMENT OF TRUSTEE

(1) The Trustee may resign its trust hereunder and be discharged from all
further duties and liabilities hereunder, except as provided in this Section
10.9, by giving to Kinross and the Warrantholders not less than 30 business days
notice in writing or, if a new Trustee has been appointed, such shorter notice
as Kinross accepts as sufficient.

(2) The Warrantholders by Extraordinary Resolution may at any time remove the
Trustee and appoint a new Trustee.

(3) If the Trustee so resigns or is so removed or is dissolved, becomes
bankrupt, goes into liquidation or otherwise becomes incapable of acting
hereunder, Kinross will forthwith appoint a new Trustee unless a new Trustee has
already been appointed by the Warrantholders.

(4) Failing such appointment by Kinross, the retiring Trustee or any
Warrantholder may apply to the Ontario Superior Court on such notice as the
Court directs, for the appointment of a new Trustee, at the expense of Kinross.

(5) Any new Trustee so appointed by Kinross or by the Court will be subject to
removal as aforesaid by the Warrantholders.

<PAGE>
                                      -41-


(6) Any new Trustee appointed under any provision of this Section 10.9 must be a
corporation authorized to carry on the business of a trust company in each of
the Qualifying Jurisdictions.

(7) On any such appointment the new Trustee will be vested with the same powers,
rights, duties and responsibilities as if it had been originally named herein as
Trustee without any further assurance, conveyance, act or deed, but there will
be immediately executed, at the expense of Kinross, all such conveyances or
other instruments as, in the opinion of counsel, are necessary or advisable for
the purpose of assuring such powers, rights, duties and responsibilities to the
new Trustee provided that, any resignation or termination of the Trustee and
appointment of a successor Trustee shall not become effective until the
successor Trustee shall have executed an appropriate instrument accepting such
appointment and, at the request of Kinross, the predecessor Trustee, upon
payment of its outstanding remuneration and expenses, shall execute and deliver
to the successor Trustee an appropriate instrument transferring to such
successor Trustee all rights and powers of the Trustee hereunder.

(8) On the appointment of a new Trustee, Kinross will promptly give notice
thereof to the Warrantholders.

(9) A corporation into or with which the Trustee is merged or consolidated or
amalgamated, or a corporation succeeding to or acquiring all or substantially
all of the corporate trust business of the Trustee, will be the successor to the
Trustee hereunder without any further act on its part or on the part of any
party hereto if such corporation would be eligible for appointment as a new
Trustee under Subsection 10.9(6).

(10) A Warrant Certificate certified but not delivered by a predecessor Trustee
may be delivered by the new or successor Trustee in the name of the predecessor
Trustee or successor Trustee.

10.10 CONFLICT OF INTEREST

      The Trustee represents to Kinross that at the time of the execution and
delivery hereof no material conflict of interest exists between its role as a
fiduciary hereunder and its role in any other capacity and if a material
conflict of interest arises hereafter it will, within 30 business days after
ascertaining that it has such material conflict of interest, either eliminate
the conflict of interest or resign its trust hereunder.

      If any such material conflict of interest exists or hereafter shall exist,
the validity and enforceability of this Indenture and of the Warrants shall not
be affected in any manner whatsoever by reason thereof.

      The Trustee, in its personal or any other capacity, may buy, lend upon and
deal in securities of Kinross and generally may contract and enter into
financial transactions with Kinross without being liable to account for any
profit made thereby.

<PAGE>
                                      -42-


10.11 ACCEPTANCE OF TRUSTS

      The Trustee hereby accepts the trusts in this Indenture declared and
provided for and agrees to perform them on the terms and conditions herein set
forth.

                                   ARTICLE 11
                                     GENERAL

11.1  NOTICE TO KINROSS AND TRUSTEE

(1) Unless herein otherwise expressly provided, a notice to be given hereunder
to Kinross or the Trustee will be validly given if delivered personally or by
courier or if sent by first class mail, postage prepaid, or if sent by facsimile
transmission (receipt of such transmission is confirmed in writing):

(a)   If to Kinross:

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

      Attention:  Corporate Secretary
      Facsimile:  (416)365-0237

(b)   If to the Trustee:

      Computershare Trust Company of Canada
      100 University Avenue
      9th Floor
      Toronto, Ontario M5J 2Y1

      Attention:  Manager, Corporate Trust Services
      Facsimile:  (416)981-9777

and any such notice delivered or sent in accordance with the foregoing will be
deemed to have been received on the date of delivery or facsimile transmission
or, if mailed, on the fifth business day following the day of the mailing of the
notice.

(2) Kinross or the Trustee, as the case may be, may from time to time notify the
other in the manner provided in Subsection 11.1(1) of a change of address which,
from the effective date of such notice and until changed by like notice, will be
the address of Kinross or the Trustee, as the case may be, for all purposes of
this Indenture. A copy of any notice of change of address given pursuant to this
Section 11.1 shall be sent to the principal office of the Trustee in the City of
Toronto, Ontario and shall be available for inspection by Warrantholders during
normal business hours.

<PAGE>
                                      -43-


(3) If, by reason of a strike, lockout or other work stoppage, actual or
threatened, involving Canadian postal employees, a notice to be given to the
Trustee or to Kinross hereunder could reasonably be considered unlikely to reach
or likely to be delayed in reaching its destination, the notice will be valid
and effective only if it is delivered to an officer of the party to which it is
addressed or if it is delivered to such party at the appropriate address
provided in Subsection 11.1(1) by confirmed facsimile transmission and any
notice delivered in accordance with the foregoing will be deemed to have been
received on the date of delivery to such officer or if delivered by such
facsimile, on the first business day following the date of the sending of the
notice.

11.2  NOTICE TO WARRANTHOLDERS

(1) Unless herein otherwise expressly provided, a notice to be given hereunder
to Warrantholders will be deemed to be validly given if the notice is sent by
ordinary surface or air mail, postage prepaid, addressed to the Warrantholders
or delivered (or so mailed to certain Warrantholders and so delivered to the
other Warrantholders) at their respective addresses appearing on any of the
registers of holders described in Section 3.1 provided, however, that if, by
reason of a strike, lockout or other work stoppage, actual or threatened,
involving Canadian postal employees, the notice could reasonably be considered
unlikely to reach or likely to be delayed in reaching its destination, the
notice will be valid and effective only if it is so delivered or is given by
publication twice in the Report on Business section in the national edition of
The Globe and Mail newspaper.

(2) A notice so given by mail or so delivered will be deemed to have been given
on the fifth business day after it has been mailed or on the day which it has
been delivered, as the case may be, and a notice so given by publication will be
deemed to have been given on the day on which it has been published as required.
In determining under any provision hereof the date when notice of a meeting or
other event must be given, the date of giving notice will be included and the
date of the meeting or other event will be excluded. Accidental error or
omission in giving notice or accidental failure to mail notice to any
Warrantholder will not invalidate any action or proceeding founded thereon.

11.3  SATISFACTION AND DISCHARGE OF INDENTURE

      On the earlier of:

      (a)   the date by which there has been delivered to the Trustee for
            exercise or surrender for cancellation all Warrant Certificates
            theretofore certified hereunder; or

      (b)   the Expiry Time;

and if all certificates representing Common Shares required to be issued in
compliance with the provisions hereof have been issued and delivered hereunder
or to the Trustee in accordance with such provisions, this Indenture will cease
to be of further effect and, on demand of and at the cost and expense of Kinross
and on delivery to the Trustee of a certificate of Kinross stating that all
conditions precedent to the satisfaction and

<PAGE>
                                      -44-


discharge of this Indenture have been complied with and on payment to the
Trustee of the fees and other remuneration payable to the Trustee, the Trustee
will execute proper instruments acknowledging satisfaction of and discharging
this Indenture. Notwithstanding the foregoing, the indemnities provided to the
Trustee by Kinross hereunder shall remain in full force and effect and shall
survive the termination of this Indenture.

11.4  SOLE BENEFIT OF PARTIES AND WARRANTHOLDERS

      Nothing in this Indenture or the Warrant Certificates, expressed or
implied, will give or be construed to give to any person other than the parties
hereto and the Warrantholders, as the case may be, any legal or equitable right,
remedy or claim under this Indenture or the Warrant Certificates, or under any
covenant or provision herein or therein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and the
Warrantholders.

11.5  DISCRETION OF DIRECTORS

      Any matter provided herein to be determined by the directors will be
determined by the directors in their sole discretion acting reasonably and in
good faith, and a determination so made will be conclusive.

11.6  COUNTERPARTS AND FORMAL DATE

      This Indenture may be executed in several counterparts, each of which when
so executed will be deemed to be an original and such counterparts together will
constitute one and the same instrument and notwithstanding the date of their
execution will be deemed to be dated as of the Effective Date.

11.7  LANGUAGE

      The parties hereby request that this Indenture and any related documents
be drawn up and executed only in the English language. Les parties demandent par
les presentes que la presente convention ainsi que tous les documents y
afferents soient rediges et executes en langue anglaise seulement.

11.8  ASSIGNMENT

      Subject to Section 9.2 hereof, neither this Indenture nor any right,
interest or obligation hereunder may be assigned by either party without the
prior written consent of the other party and any purported assignment of this
Indenture which does not comply with this Section 11.8 shall be considered null
and void.

<PAGE>
                                      -45-


11.9  BENEFIT OF THE AGREEMENT

      This Indenture will enure to the benefit of and be binding upon the
respective successors and permitted assigns of the parties hereto.

11.10 INDENTURE TO PREVAIL

      In the event of any discrepancy or inconsistency between the terms and
conditions of this Indenture and the Warrant Certificate, the terms of this
Indenture will prevail.

11.11 FURTHER ASSURANCES

      Each party shall, from time to time and at all times hereafter, at the
request of the other party hereto, but without further consideration, do all
such further acts and execute and deliver all such further documents and
instruments as shall be reasonably required in order to perform fully and carry
out the terms and intent hereof.

11.12 WAIVER

      No waiver by either party hereto shall be effective unless express and
given in writing, and any waiver shall affect only the matter, and the
occurrence thereof, specifically identified and shall not extend to any other
matter or occurrence.

<PAGE>
                                      -46-


11.13 SEVERABILITY

      If any provision of this Indenture is determined to be void or
unenforceable in whole or in part, such void or unenforceable provision shall
not affect or impair the validity of any other provision of this Indenture and
shall be severable from this Indenture.

      IN WITNESS WHEREOF the parties hereto have caused this Indenture to be
executed as of the date first above written.

                                    KINROSS GOLD CORPORATION

                                    By:             /s/ Brian Penny
                                          ------------------------------------
                                    Name:
                                    Title:

                                    COMPUTERSHARE TRUST COMPANY OF CANADA

                                    By:             /s/ Kathy Hillis
                                          ------------------------------------
                                    Name: Kathy Hillis
                                    Title: Professional, Corporate Trust

                                    By:           /s/ Cheryl Davidson
                                          ------------------------------------
                                    Name: Cheryl Davidson
                                    Title: Administrator, Corporate Trust

<PAGE>

                             APPENDIX 1 TO INDENTURE
                           FORM OF WARRANT CERTIFICATE

[LEGEND FOR WARRANTS AND UNDERLYING SECURITIES HELD BY PERSONS IN THE UNITED
STATES OR BY U.S. PERSONS (THE "U.S. LEGENDS" REFERRED TO IN SECTION 2.7 OF THE
WARRANT INDENTURE.)]

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE
THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES,
AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT.

[LEGEND FOR WARRANTS HELD OTHER THAN BY PERSONS IN THE UNITED STATES OR U.S.
PERSONS (THE "NON-U.S. LEGEND" REFERRED TO IN SECTION 2.8 OF THE WARRANT
INDENTURE.)]

THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPON EXERCISE
HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY STATE
SECURITIES LAWS OF THE UNITED STATES, AND THE SECURITIES REPRESENTED HEREBY MAY
NOT BE EXERCISED BY OR TRANSFERRED TO, ANY U.S. PERSON, BY ANY PERSON IN THE
UNITED STATES OR BY ANY PERSON FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR A
PERSON IN THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY AND ANY
SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED TO A U.S. PERSON OR TO A PERSON IN THE UNITED STATES. AS USED
HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS ASCRIBED
TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

                          (FORM OF WARRANT CERTIFICATE)

Certificate No.: __________                        No. of Warrants:  __________

                                                              CUSIP 496902 13 1

                                    WARRANTS
                             EXERCISABLE TO ACQUIRE
                                  COMMON SHARES
                                       OF
                            KINROSS GOLD CORPORATION

<PAGE>
                                      -ii-


           (Amalgamated under the Business Corporations Act (Ontario))

THIS IS TO CERTIFY THAT, for value received, _________________________________
(the "holder") is the registered holder of the number of Warrants ("Warrants")
of KINROSS GOLD CORPORATION ("Kinross") specified above, and for each whole
Warrant held is thereby entitled to be issued fully paid and non-assessable
Common Shares ("Common Shares") in the capital of Kinross, on the basis of one
Common Share for each such Warrant, subject to the limitation referred to below,
by surrendering to Computershare Trust Company of Canada (the "Trustee") at its
principal transfer office in Toronto, Ontario during the exercise period
hereinafter referred to, a certified cheque, money order or bank draft made
payable to Kinross in the amount of the Exercise Price as hereinafter determined
in respect of each Common Share to be issued, this Warrant Certificate and a
notice of exercise in the form set forth in Appendix 1 annexed hereto duly
completed and executed.

Capitalized terms which are not otherwise defined herein shall have the same
meaning as in the warrant indenture (which indenture, together with all
instruments supplemental or ancillary thereto, is herein referred to as the
"Warrant Indenture") dated as of December 5, 2002 between Kinross and the
Trustee, as trustee.

Surrender of this Warrant Certificate will be deemed to have been effected only
on personal delivery thereof to, or, if sent by mail or other means of
transmission, on actual receipt thereof by, the Trustee at the office specified
above.

This Warrant Certificate evidences Warrants of Kinross issued or issuable under
the provisions of the Warrant Indenture. Reference is made to the Warrant
Indenture for particulars of the rights of the holders of the Warrants and of
Kinross and of the Trustee in respect thereof and of the terms and conditions
upon which the Warrants are issued and held and may be exercised, all to the
same effect as if the provisions of the Warrant Indenture were herein set forth,
to all of which the holder, by acceptance hereof, assents. To the extent of any
inconsistency between the terms of the Warrant Indenture and the terms of this
Warrant Certificate, the terms of the Warrant Indenture shall prevail. Kinross
will furnish to the holder, on request and without charge, a copy of the Warrant
Indenture. Kinross has agreed, under certain circumstances specified in the
Warrant Indenture, to file a shelf prospectus in the Provinces of Ontario and
Quebec and a registration statement on Form F-10 under the Multijurisdictional
Disclosure System with the Securities Exchange Commission of the United States
relating to the Common Shares issuable on the exercise of the Warrants and use
its reasonable best efforts to keep the prospectus continuously effective for so
long as shall be necessary to permit the exercise of the Warrants (which period
shall terminate no later than the earlier of five years from December 5, 2002
(the "Effective Date") or the date on which all of the Warrants have been
exercised).

The Warrants evidenced by this Warrant Certificate may be exercised by the
holder until 5:00 p.m. (Toronto time) on the date that is five years from the
Effective Date.

<PAGE>
                                     -iii-


On and after the date of any exercise of the Warrants evidenced by this Warrant
Certificate, the holder will have no rights hereunder except to receive
certificates representing the Common Shares thereby issued to him upon delivery
of a certified cheque or bank draft payable to Kinross in the amount of $5.00
(the "Exercise Price") in respect of each Common Share to be issued, this
Warrant Certificate and duly completed Notice of Exercise as set out on Appendix
1 to the Trustee at its principal office in Toronto, Ontario. After the Expiry
Time, all rights under any unexercised Warrant evidenced hereby will wholly
cease and terminate and this Warrant Certificate will be void.

Kinross will not be obligated to issue any fraction of a Common Share on the
exercise of any Warrant. To the extent that a holder of Warrants would otherwise
have been entitled to receive, on the exercise of the Warrants, a fraction of a
Common Share such right may only be exercised in respect of such fraction in
connection with another Warrant or Warrants which in the aggregate entitle the
holder to receive a whole number of Common Shares. If a Warrantholder is not
able to combine Warrants so as to be entitled to acquire a whole number of
Common Shares the number of Common Shares which such Warrantholder is entitled
to receive shall be rounded down to the prior whole number.

The Warrant Indenture provides for adjustments to the number of Common Shares
issuable and the Exercise Price in certain events set forth therein.

No Common Share will be issued pursuant to any Warrant if the issuance of such
security would constitute a violation of the securities laws of any applicable
jurisdiction or require Kinross to qualify or register such Common Shares in any
jurisdiction other than the Qualifying Jurisdictions.

The Warrant Indenture contains provisions making binding on all holders of
Warrants outstanding thereunder resolutions passed at meetings of such holders
held in accordance with such provisions and instruments in writing signed by
holders of a specified majority of all outstanding Warrants.

On presentation at the principal office of the Trustee in Toronto, Ontario,
subject to the provisions of the Warrant Indenture and on compliance with the
reasonable requirements of the Trustee, one or more Warrant Certificates may be
exchanged for one or more Warrant Certificates of different denominations
evidencing in the aggregate the same number of Warrants as the Warrant
Certificate or Warrant Certificates being exchanged, and such holder shall pay
the reasonable cost thereof.

The Warrants evidenced by this Warrant Certificate may only be transferred, upon
compliance with the conditions prescribed in the Warrant Indenture, on the
register of transfers to be kept at the principal office of the Trustee in
Toronto, Ontario by the holder or his executors, administrators or other legal
representatives or his or their attorney duly appointed by an instrument in
writing in form and execution satisfactory to the Trustee, and, upon compliance
with such requirements and such other reasonable requirements as the Trustee may
prescribe, such transfer will be duly notified on such

<PAGE>
                                      -iv-


register of transfers by the Trustee. Notwithstanding the foregoing, Kinross
will be entitled, and may direct the Trustee, to refuse to record any transfer
of any Warrant on such register if such transfer would constitute a violation of
the securities laws of any jurisdiction or require Kinross to qualify the Common
Shares for distribution in any jurisdiction other than the Qualifying
Jurisdictions.

The holding of this Warrant Certificate will not constitute the holder a
shareholder of Kinross or entitle him to any right or interest in respect
thereof except as otherwise provided in the Warrant Indenture.

This Warrant Certificate will not be valid for any purpose until it has been
certified by or on behalf of the Trustee for the time being under the Warrant
Indenture. Time will be of the essence hereof.

IN WITNESS WHEREOF Kinross has caused this Warrant Certificate to be signed by
its officer duly authorized in that behalf as of December 5, 2002.

                                       KINROSS GOLD CORPORATION

                                       By:  _______________________________
                                            Name:
                                            Title:

This Warrant Certificate is one of the Warrant Certificates referred to in the
Warrant Indenture within mentioned.

                                       COMPUTERSHARE TRUST COMPANY OF CANADA, AS
                                       TRUSTEE

                                       By:  _______________________________
                                               Authorized Signing Officer

                                       Date:  _____________________________

<PAGE>

                                   APPENDIX 1

                               NOTICE OF EXERCISE

To:         KINROSS GOLD CORPORATION

And To:     COMPUTERSHARE TRUST COMPANY OF CANADA

The undersigned holder of the Warrants evidenced by the within Warrant
Certificate hereby exercises its right to be issued Common Shares of Kinross
Gold Corporation (or such other securities or property to which such exercise
entitles him in lieu thereof or in addition thereto under the provisions of the
Warrant Indenture mentioned in such Warrant Certificate) that are issuable upon
the exercise of such Warrants, on the terms specified in such Warrant
Certificate and Warrant Indenture and in connection therewith has enclosed a
certified cheque or bank draft payable to Kinross in an amount equal to $5.00
(or price as adjusted) in respect of each Common Share to be issued.

The undersigned hereby irrevocably directs that the said Common Shares be
issued, registered and delivered as follows:

Names(s) in Full          Addresse(es)              Number(s) of Common
                                                    Shares

____________________      ____________________      ___________________________
____________________      ____________________      ___________________________


(Please print full name in which certificates for Common Shares are to be
issued. If any securities are to be issued to a person or persons other than the
holder, the holder must pay to the Trustee all exigible transfer taxes or other
government charges and sign the Form of Transfer.)

THE UNDERSIGNED HEREBY CERTIFIES THAT THE UNDERSIGNED IS NOT A U.S. PERSON OR A
PERSON IN THE UNITED STATES, AND IS NOT ACQUIRING ANY OF THE SHARES ISSUABLE
UPON THE EXERCISE OF THE WARRANTS FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR
A PERSON IN THE UNITED STATES, OTHER THAN THE ORIGINAL U.S. PURCHASER, AND NONE
OF THE PERSONS LISTED ABOVE IS A U.S. PERSON OR A PERSON IN THE UNITED STATES,
UNLESS SUCH PERSON IS THE ORIGINAL U.S. PURCHASER. IN ADDITION TO THIS EXERCISE
FORM, AN ORIGINAL U.S. PURCHASER MUST ALSO PROVIDE AN EXECUTED LETTER,
SUBSTANTIALLY IN THE FORM ATTACHED AS APPENDIX 4 TO THE WARRANT INDENTURE, A
COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE TRUSTEE OR KINROSS FOR PURPOSES
HEREOF "UNITED STATES" AND "U.S. PERSON" SHALL HAVE THE MEANINGS GIVEN TO SUCH
TERMS IN REGULATION S UNDER UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "U.S. SECURITIES ACT") AND "ORIGINAL U.S. PURCHASER" MEANS EACH
INSTITUTIONAL

<PAGE>
                                      -ii-


ACCREDITED INVESTOR IN THE UNITED STATES THAT INITIALLY PURCHASED THE WARRANTS
FROM THE UNDERWRITERS (AS DEFINED IN THE PROSPECTUS).

DATED this _____________ day of ______________________ ,  __________ .


                                  )
                                  )
                                  )
________________________________  )   _________________________________________
Witness                           )   Signature of Registered Holder

                                      _________________________________________
                                      Name of Registered Holder

Note: The name of the Registered Holder on this Notice of Exercise must be the
same as the name appearing on the face page of the Warrant Certificate to which
this Appendix is attached.

[   ]   Please check if the Common Share certificates are to be delivered at the
office where this Warrant Certificate is surrendered, failing which such
certificates will be mailed.

Certificates will be delivered or mailed as soon as practicable after the due
surrender of this Warrant Certificate to which this Appendix is attached.

<PAGE>

                                   APPENDIX 2

                                FORM OF TRANSFER

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to

            Name:  _____________________________

            Address:  __________________________

                      __________________________

(such person, the "Transferee") ______________________ Warrants of Kinross Gold
Corporation ("Kinross") represented by the attached Warrant Certificate and does
hereby appoint the transfer agent and registrar of Kinross as its attorney with
full power of substitution to transfer the Warrants on the appropriate register
of the Trustee.

THE UNDERSIGNED HEREBY CERTIFIES THAT THE TRANSFER OF THESE SECURITIES IS NOT
BEING MADE TO, AND THE OFFER OF THESE SECURITIES WAS NOT MADE TO, AND THE PERSON
NAMED ABOVE IS NOT, A PERSON IN THE UNITED STATES OR A U.S. PERSON (AS SUCH
TERMS ARE DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
1933).

DATED this _____________ day of ______________________ , __________ .

                                         )
                                         )
                                         )
________________________________________ )  ___________________________________
Witness of Transferor must be guaranteed )  Signature of Transferor

                                            ___________________________________
                                            Name of Transferor

Signature of Transferor must be
guaranteed by a Schedule 1 chartered
bank, a major Canadian trust company, a
medallion guarantee program, a member of
the Stock Exchanges Medallion Program
(SEMP) or a member of the New York Stock
Exchange Inc. Medallion Signature
Program (MSP) or in accordance with
industry standards.

<PAGE>


                             APPENDIX 2 TO INDENTURE

                              INTENTIONALLY DELETED


<PAGE>

                             APPENDIX 3 TO INDENTURE

                    FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO:         Computershare Trust Company of Canada
            as registrar and transfer agent
            for Warrants and Shares of
            Kinross Gold Corporation

            100 University Avenue
            9th Floor
            Toronto, Ontario  M5J 2Y1

      The undersigned (a) acknowledges that the sale of the securities of
Kinross Gold Corporation (the "Corporation") to which this declaration relates
is being made in reliance on Rule 904 of Regulation S under the United States
Securities Act of 1933, as amended (the "1933 Act") and (b) certifies that (1)
it is not an affiliate of the Corporation (as defined in Rule 405 under the 1933
Act), (2) the offer of such securities was not made to a person in the United
States and either (A) at the time the buy order was originated, the buyer was
outside the United States, or the seller and any person acting on its behalf
reasonably believe that the buyer was outside the United States, or (B) the
transaction was executed on or through the facilities of the Toronto Stock
Exchange or any other designated offshore securities market as defined in
Regulation S and neither the seller nor any person acting on its behalf knows
that the transaction has been prearranged with a buyer in the United States, (3)
neither the seller nor any affiliate of the seller nor any person acting on any
of their behalf has engaged or will engage in any directed selling efforts in
the United States in connection with the offer and sale of such securities, (4)
the sale is bona fide and not for the purpose of "washing off" the resale
restrictions imposed because the securities are "restricted securities" (as such
term is defined in Rule 144(a)(3) under the 1933 Act), (5) the seller does not
intend to replace the securities sold in reliance on Rule 904 of the 1933 Act
with fungible unrestricted securities and (6) the contemplated sale is not a
transaction, or part of a series of transactions which, although in technical
compliance with Regulation S, is part of a plan or scheme to evade the
registration provisions of the 1933 Act. Terms used herein have the meanings
given to them by Regulation S.

Dated: ____________________

                                    By:_____________________________________
                                       Name:
                                       Title:

<PAGE>

                             APPENDIX 4 TO INDENTURE

                           FORM OF LETTER TO BE DELIVERED BY
                   ORIGINAL U.S. PURCHASER UPON EXERCISE OF WARRANTS



Kinross Gold Corporation
Suite 5200
Scotia Plaza
40 King Street West
Toronto, Ontario  M5H 3Y2

 -  and to  -

Computershare Trust Company of Canada
  as Warrant Trustee
100 University Avenue
9th Floor
Toronto, Ontario  M5J 2Y1

Dear Sirs:

            We are delivering this letter in connection with the purchase of
common shares (the "Shares") of Kinross Gold Corporation (the "Corporation"), a
corporation existing under the laws of Ontario, upon the exercise of warrants of
the Corporation ("Warrants"), issued under the warrant indenture dated as of
December 5, 2002 between the Corporation and Computershare Trust Company of
Canada.

            We hereby confirm that:

      (a)   we are an institutional "accredited investor" within the meaning of
            Rule 501(a)(1),(2),(3), or (7) of Regulation D under the United
            States Securities Act of 1933, as amended (the "1933 Act"), or an
            entity in which all of the equity owners are accredited investors
            within the meaning of Rule 501(a)(1), (2), (3) or (7) under the 1933
            Act;

      (b)   we are purchasing the Shares for our own account;

      (c)   we have such knowledge and experience in financial and business
            matters that we are capable of evaluating the merits and risks of
            purchasing the Shares, are able to fend for ourselves in
            transactions of this type and have the ability to bear the economic
            risks of this investment and can afford the complete loss of the
            investment;

      (d)   we are not acquiring the Shares with a view to distribution thereof
            or with any present intention of offering or selling any of the
            Shares, except (A) to the Corporation, (B) outside the United States
            in accordance with Rule 904 under the 1933 Act or (C) inside the
            United States (1) in accordance with Rule 144 under the 1933 Act, if
            applicable, or (2) pursuant to an effective registration

<PAGE>

            statement under the 1933 Act, in each case in compliance with
            applicable state securities laws;

      (e)   we acknowledge that we have had access to such financial and other
            information as we deem necessary in connection with our decision to
            purchase the Shares; and

      (f)   we acknowledge that we are not purchasing the Shares as a result of
            any general solicitation or general advertising, including
            advertisements, articles, notices or other communications published
            in any newspaper, magazine or similar media or broadcast over radio,
            television, or any seminar or meeting whose attendees have been
            invited by general solicitation or general advertising.

      We understand that the Shares are being offered in a transaction not
involving any public offering within the United States within the meaning of
1933 Act and that the Shares have not been registered under the 1933 Act. We
further understand that any Shares acquired by us will be in the form of
definitive physical certificates and that such certificates will bear a legend
reflecting the substance of paragraph (d) above.

      We acknowledge that you will rely upon our confirmations, acknowledgements
and agreements set forth herein, and we agree to notify you promptly in writing
if any of our representations or warranties herein ceases to be accurate or
complete.


                                    ___________________________________________
                                    (Name of Purchaser)


                                    By: _______________________________________
                                        Name:
                                        Title:

                                        Address:


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>t08736exv5w1.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP
<TEXT>
<PAGE>


                                                                     EXHIBIT 5.1



                          INDEPENDENT AUDITORS' CONSENT





We consent to the incorporation by reference in this Registration Statement of
Kinross Gold Corporation on Form F-10 of our report dated March 18, 2002 (except
as to Notes 20 and 22 which are as of October 28, 2002) appearing in the
Management Information Circular filed on Form 6-K dated December 24, 2002 and to
the reference to us under the heading "Experts", which is part of this
Registration Statement.



/s/ DELOITTE & TOUCHE LLP




Toronto, Ontario

January 22, 2003




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>5
<FILENAME>t08736exv5w2.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECCOPERS LLP
<TEXT>
<PAGE>


                                                                     EXHIBIT 5.2



                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement of
Kinross Gold Corporation on Form F-10 of our report dated March 12, 2002 (except
as to Note 19 which is as of November 19, 2002 and Note 16(b) which is as of
December 9, 2002) on the consolidated financial statements of TVX Gold Inc. as
of December 31, 2001 and 2000 and for each of the three years ended December 31,
2001 appearing in the proxy circular of Kinross Gold Corporation dated December
20, 2002. We also consent to the reference to us under the heading "Experts" in
this Form F-10.


/s/ PRICEWATERHOUSECOOPERS LLP


CHARTERED ACCOUNTANTS
Toronto, Canada
January 22, 2003









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.3
<SEQUENCE>6
<FILENAME>t08736exv5w3.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>
<PAGE>


                                                                     EXHIBIT 5.3



                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 31, 2002, except for notes 7 and 20 as to which
the dates are March 28, 2002 and June 9, 2002, respectively with respect to the
consolidated financial statements of Echo Bay Mines Ltd. as at December 31, 2001
and 2000 and for each of the years in the three year period ended December 31,
2001 incorporated by reference in the Registration Statement on Form F-10 of
Kinross Gold Corporation.





Edmonton, Canada                                   /s/ ERNST & YOUNG LLP

January 22, 2003                                   Chartered Accountants




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