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<SEC-DOCUMENT>0001188112-05-000021.txt : 20050104
<SEC-HEADER>0001188112-05-000021.hdr.sgml : 20050104
<ACCEPTANCE-DATETIME>20050104131912
ACCESSION NUMBER:		0001188112-05-000021
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20040131
FILED AS OF DATE:		20050104
DATE AS OF CHANGE:		20050104

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:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13382
		FILM NUMBER:		05505482

	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>6-K
<SEQUENCE>1
<FILENAME>t6k-4393b.txt
<DESCRIPTION>6-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                        PURSUANT TO RULE 13a-16 OR 15d-16
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                         For the month of January, 2005
                        Commission File Number: 001-13382
                            KINROSS GOLD CORPORATION
                 (Translation of registrant's name into English)

                  52ND FLOOR, SCOTIA PLAZA, 40 KING STREET WEST
                            TORONTO, ONTARIO M5H 3Y2
                    (Address of principal executive offices)

        Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:

                      Form 20-F                Form 40-F  X
                               -----                    -----

        Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):_____

        Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper
of a Form 6-K if submitted solely to provide an attached annual report to
security holders.

        Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):_____

        Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper
of a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws of
the jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.

        Indicate by check mark whether by furnishing the information contained
in this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                            Yes                       No  X
                               -----                    -----

        If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2b:

- ----------

<PAGE>

                                                                          Page 2

This report on Form 6-K is being furnished for the sole purpose of providing a
copy of the Material Change Report dated December 31, 2004 filed by Kinross Gold
Corporation on SEDAR regarding the purchase by Kinross of a 51% interest in the
Paracatu Mine located in Brazil and the Share Sale Agreement dated December 9,
2004 pursuant to which the interest was acquired.


                                      INDEX




                                Table of Contents



SIGNATURES
EXHIBIT INDEX
99.1     Material Change Report dated December 31, 2004.
99.2     Material Agreement - Share Sale Agreement entered into between Kinross
         Gold Corporation and various of its subsidiaries and Rio Tinto Zinc and
         various of its subsidiaries dated December 9, 2004.


This Current Report on Form 6-K, dated January 4, 2005 is specifically
incorporated by reference into Kinross Gold Corporation's Registration Statement
on Form F-10 (Registration No. 333-102660), filed on January 22, 2003, as
amended on January 29, 2003.


<PAGE>

                                                                          Page 3


                                   SIGNATURES


        Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                KINROSS GOLD CORPORATION



                                                Signed:/Shelley M. Riley
                                                       -----------------
                                                       Corporate Secretary




January 4, 2005.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>tex99_1-4393b.txt
<DESCRIPTION>EX-99.1
<TEXT>
<PAGE>

                                  FORM 51-102F3
                             MATERIAL CHANGE REPORT

ITEM 1.     NAME AND ADDRESS OF COMPANY
            Kinross Gold Corporation ("Kinross" or the "Company"),
            52nd Floor, 40 King St. West,
            Toronto, ON  M5H 3Y2

ITEM 2.     DATE OF MATERIAL CHANGE
            December 31, 2004.

ITEM 3.     NEWS RELEASE

            News release was issued by Kinross in Toronto on December 31, 2004
            with respect to the material change and filed via SEDAR.

ITEM 4.     SUMMARY OF MATERIAL CHANGE
            Kinross announced that it had completed the purchase of the 51% of
            the Rio Paracatu Mineracao,  the owner of the Morro do Ouro mine
            (also known as Paracatu) in Brazil from Rio Tinto Plc.

ITEM 5.     FULL DESCRIPTION OF MATERIAL CHANGE
            Kinross Gold Corporation announced that it had completed the
            purchase of the 51% of the Rio Paracatu Mineracao (RPM), the owner
            of the Morro do Ouro mine (also known as Paracatu) in Brazil from
            Rio Tinto Plc. Consideration of US$260 million was paid in cash on
            completion and is subject to a working capital adjustment post
            completion. This calculation will be based on final accounting
            records for December 31, 2004 and will take several weeks to
            compile. In connection with this transaction, Kinross increased its
            credit facility to US$200 million and borrowed US108 million under
            such credit facility to satisfy a portion of the purchase price.
            Kinross now owns 100% of the property and becomes the operator.

            The RPM gold mine is located near Brasilia in the state of Minas
            Gerais, Brazil. It has been in operation since 1987. Kinross
            acquired its 49% interest in the mine on January 31, 2003 when it
            merged with TVX Gold Inc.

ITEM 6.     RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
            N/A

ITEM 7.     OMITTED INFORMATION
            N/A

ITEM 8.     EXECUTIVE OFFICER
            Ms. Shelley M. Riley
            Corporate Secretary
            Telephone: (416) 365-5198
            Facsimile: (416) 365-0237

<PAGE>

ITEM 9.     DATE OF REPORT
            December 31, 2004.


                                             KINROSS GOLD CORPORATION

                                             PER:  /s/ Shelley Riley
                                                   ---------------------------
                                                   Shelley Riley
                                                   Corporate Secretary



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>tex99_2-4393b.txt
<DESCRIPTION>EX-99.2
<TEXT>
<PAGE>










SHARE SALE AGREEMENT
- --------------------------------------------------------------------------------



RIO TINTO BRAZILIAN HOLDINGS LIMITED

RIO TINTO BRAZILIAN INVESTMENTS LIMITED

RIO TINTO EUROPEAN HOLDINGS LIMITED


and


TVX PARTICIPACOES LTDA

CAYMAN PARTICIPACOES INC

KINROSS GOLD CORPORATION

<PAGE>

                                TABLE OF CONTENTS
                                                                            PAGE

1.   Definitions and Interpretation............................................5

2.   Sale and Purchase........................................................11

3.   Purchase Consideration...................................................11

4.   Condition Precedent......................................................14

5.   Completion...............................................................15

6.   Obligations of Vendors and Purchaser between the date of this
        Agreement until and including Completion..............................18

7.   Separation...............................................................19

8.   Acknowledgements and Undertakings by Purchaser...........................22

9.   Warranties and Indemnities by Vendors....................................24

10.  Co-operation.............................................................32

11.  Warranties and Indemnities by the Purchaser..............................33

12.  Guarantees...............................................................35

13.  Group Support and Cessation of Interests.................................37

14.  Announcements and Confidentiality........................................37

15.  Costs....................................................................39

16.  Merger...................................................................39

17.  Assignment...............................................................39

18.  Further Assurances.......................................................39

19.  Entire Agreement and Remedies............................................40

20.  Waiver...................................................................40

21.  Time of the Essence......................................................40

22.  Exclusion of Third Party Rights under Contracts (Rights of
        Third Parties) Act 1999...............................................41

23.  Invalidity...............................................................41

24.  Notices..................................................................41

25.  Appointment of Process Agent.............................................43

26.  Governing Law and Jurisdiction...........................................43

                                                                               2
<PAGE>

27.  Counterparts.............................................................43

Schedule 1: Particulars of Vendors, Shares and Consideration..................44

Schedule 2: Warranties........................................................45

Schedule 3: Working Capital ..................................................48

Schedule 4: Employees of RPM..................................................54

Schedule 5: Corporate Structure...............................................55

Schedule 6: Powers of Attorney................................................56



Annexure A: Map of the Project Area...........................................59

Annexure B: Due Diligence Documentation.......................................60

Annexure C: Financial Statements..............................................63


Agreed Draft "A" Termination Agreements relating to the Shareholders' Agreement
                 and the Operation and Management Agreement

Agreed Draft "B" Notes Transfer Agreement

Agreed Draft "C" Deed of Novation relating to the Pre-export Purchase Agreement

Agreed Draft "D" Notes Side Agreement

Agreed Draft "E" Proforma resignation letters

Agreed Draft "F" Deed of termination of purchase and sale contract between RPM
                 and Rio Tinto Resources Limited


                                                                               3
<PAGE>

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

THIS AGREEMENT is made the 9th day of December, 2004 between:

1.      RIO TINTO BRAZILIAN HOLDINGS LIMITED, a company incorporated in England
        and Wales with company number 04986803 and having its registered office
        at 6 St. James's Square, London SW1Y 4LD, United Kingdom and RIO TINTO
        BRAZILIAN INVESTMENTS LIMITED, a company incorporated in England and
        Wales with company number 04986798 and having its registered office at 6
        St. James's Square, London SW1Y 4LD, United Kingdom (together the
        VENDORS and each a VENDOR); and

2.      RIO TINTO EUROPEAN HOLDINGS LIMITED, a company incorporated in England
        and Wales with company number 0993068 and having its registered office
        at 6 St. James's Square, London SW1Y 4LD (RTEH); and

3.      TVX PARTICIPACOES LTDA, a company incorporated in Brazil with company
        number 29.398.922/0001-80 and having its registered office at Praia do
        Flamengo, No. 154, Edifico Internacional Rio, 5th Floor, Rio de Janeiro,
        State of Rio de Janeiro, Brazil (the PURCHASER); and

4.      CAYMAN PARTICIPACOES INC., a company incorporated in Grand Cayman and
        having its registered office at c/o Chartered Trust Services Ltd., c/o
        Close Brothers (Cayman) Limited, 103 South Church Street, PO Box 1034,
        GT, Grand Cayman, Cayman Islands, BWI (CAYMANCO); and

5.      KINROSS GOLD CORPORATION, a company incorporated in Ontario, Canada and
        having its registered office at Suite 5200, Scotia Plaza, 40 King Street
        West, Toronto, Ontario, M5H 3YZ, Canada (KINROSS).

RECITALS

A.      The Vendors together are the registered holders and beneficial owner of
        the Shares, which are the only issued shares in the capital of the
        Company.

B.      RTEH will be owed an aggregate amount of US$10,268,000 as to principal
        as at the Completion Date plus accrued and unpaid interest thereon by
        RPM pursuant to floating rate notes (tranches 2, 3 and 5) issued by RPM
        to RTEH on, respectively, 17 July 1996, 22 January 1997 and 13 May 1999
        (RTEH NOTES).

C.      Pursuant to a letter agreement entered into by RTEH and Kinross the
        Vendors have agreed to sell the Shares to the Purchaser and RTEH has
        agreed to transfer the RTEH Notes to Caymanco and the Purchaser has
        agreed to buy the Shares from the Vendors and Caymanco has agreed to
        acquire the RTEH Notes from RTEH on the terms of this Agreement.

IT IS AGREED as follows.

- --------------------------------------------------------------------------------
                                                                          Page 4
<PAGE>

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

1.      DEFINITIONS AND INTERPRETATION
- --------------------------------------------------------------------------------

1.1     DEFINITIONS

        The following definitions apply unless the context requires otherwise.

        ACCOUNTING POLICIES means the accounting policies set out in Part II of
        Schedule 3.

        AFFILIATE means, in the case of any party, any company or other
        corporate entity or enterprise which directly or indirectly controls, is
        controlled by or is under common control with, that party and, in the
        case of the Vendors, includes any member of the Rio Tinto Group. For
        these purposes, "control" means the possession, directly or indirectly,
        of the power to direct or cause the direction of management and policies
        through ownership of voting securities, contract, voting trust or
        otherwise.

        ASSIGNMENT CONSIDERATION means the consideration for the assignment of
        the RTEH Notes, being an amount equal to the principal amount of the
        RTEH Notes and all interest accrued and unpaid thereon as at the
        Completion Date (being an amount of $10,447,780).

        BUSINESS DAY means a day on which banks are open for business
        simultaneously in London, Toronto and Rio de Janeiro, excluding a
        Saturday, a Sunday or a public holiday.

        CLAIM means a claim against the Vendors or RTEH, whether in contract or
        otherwise, in respect of any of the Warranties or indemnities or under
        any provision of this Agreement or the agreements referred to herein.

        COMPANY means Morro do Ouro Investimentos S.A., a company incorporated
        in Brazil with its registered office at Bloco H, no. 30, 12 o andar
        Parte B, CEP 70399-900, Brasilia, DF, Brazil.

        COMPANY'S ACCOUNTANTS means Itecon Instituto Tecnico de Consultoria e
        Auditoria S/C (Jose Antonio de Franca-CRC/DF: 2864) (in the case of the
        Company, MOEM and Santo Antonio) and Sergio Braz de Salles Abreu
        (CRC/RJ: 046502-T-4-MG) (in the case of RPM).

        COMPLETION means completion by the Vendors and the Purchaser of the sale
        and purchase of the Shares and the assignment by RTEH to Caymanco of the
        RTEH Notes as provided in Clause 5.

        COMPLETION ACCOUNTS shall have the meaning set out in Schedule 3,
        prepared in accordance with the Accounting Policies.

        COMPLETION DATE means the later of (i) 31 December 2004 and (ii) the
        date on which the condition precedent set out in Clause 4.1 is satisfied
        by Kinross or waived by the Vendors.

        CONFIDENTIAL INFORMATION shall have the meaning set out in Clause
        14.2(a).

- --------------------------------------------------------------------------------
                                                                          Page 5
<PAGE>

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


        DEFAULT RATE means the aggregate of the LIBOR rate and a margin of 4%
        per annum. For these purposes LIBOR means the rate of interest on the
        date which is two Business Days prior to the date upon which the default
        occurs, being the British Bankers Association Interest Settlement Rate
        for United States dollar deposits which appears on the display
        designated as page "LIBOR01" on the Reuter's Screen (or such other
        display as may replace such page on the Reuter's Screen) at or about
        11.00 am (London time).

        DISCLOSURE MATERIAL means the material (whether in writing, oral, in the
        form of electronic media or otherwise) disclosed or made available by
        the Vendors or their servants and agents or any of the Vendors'
        Affiliates or their servants and agents to the Purchaser, Caymanco,
        Kinross or their respective servants or agents or their respective
        Affiliates or their respective servants and agents in connection with
        the Company and the Subsidiaries including, without prejudice to the
        generality of the foregoing, all information which was disclosed in the
        due diligence exercise conducted by the Purchaser, Caymanco, Kinross and
        their respective servants and agents and their respective Affiliates and
        their respective servants and agents, the index for which is set out at
        Annexure B and all answers to questions asked by or on behalf of the
        Purchaser, Caymanco, Kinross or their respective servants and agents or
        their respective Affiliates or their respective servants and agents and
        all information which the Purchaser, Caymanco, Kinross or their
        respective Affiliates or their respective servants and agents obtained
        as a result of the joint venture with the Rio Tinto Group in RPM.

        ENVIRONMENT means all or any of the following media: namely air, water
        (including, without limitation, territorial, coastal and inland waters
        and groundwater and water in drains and sewers) and land and the medium
        of air includes (without limitation) the air within any building or the
        air within any other man-made or natural structure above or below
        ground.

        ENVIRONMENTAL LAW means all Laws concerning the pollution or protection
        of the Environment or harm to or the protection of human health, animal
        welfare, living organisms, or the generation, transportation, storage,
        treatment or disposal of any Hazardous Substance.

        EXPERT ACCOUNTANT shall have the meaning set out in Schedule 3.

        FINANCIAL ACCOUNTS means the statutory accounts of MOEM for the
        financial year ending 31 December 2003 comprising a balance sheet as at
        31 December 2003 and a profit and loss account for the period from 1
        January 2003 to 31 December 2003 and the management accounts for each of
        MOI and Santo Antonio for the financial period ending 31 October 2004,
        comprising, in each case, a balance sheet as at 31 October 2004, being
        the accounts set out in Annexure C.

        GOVERNMENTAL AGENCY means any government or any governmental,
        semi-governmental or judicial entity or authority and includes any
        self-regulatory organisation established under statute or any stock
        exchange.

- --------------------------------------------------------------------------------
                                                                          Page 6
<PAGE>

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


        GROUP means the Company and the Subsidiaries and RPM.

        GROUP SUPPORT shall have the meaning set out in Clause 13.1.

        HAZARDOUS SUBSTANCE means any substance whether natural or artificial
        and whether in solid or liquid form or in the form of a gas or vapour
        whether alone or in combination (chemically or physically) with any
        other substance that is causing or capable of causing harm to any living
        organism or damage to the Environment.

        LAWS means all or any applicable: (a) law (whether criminal, civil or
        administrative), common law, judgment, court order, decisions or any
        tribunal, statute, statutory instrument, regulation, directive, European
        Union decision (insofar as legally binding), by-law, treaty, the Treaty
        of Rome and any directives made or passed under or in connection with
        it; and (b) (insofar as the following have binding force) government
        circular, code of practice and any codes of conduct and guidance notes,
        or instruction or decision of any competent regulatory body.

        MINING ACT means the Brazilian Decree - law No. 227 dated 28 February
        1967.

        MINING CONCESSIONS means any concessions or licences, including
        exploration licenses (ALVARAS DE PESQUISA), granted under the Mining Act
        which are connected with the Project, including any renewal, extension,
        modification or variation of them.

        MOEM means Morro do Ouro Empreendimentos Minerais S.A., a company
        incorporated in Brazil with its registered office at Bloco H, no. o30,
        12o andar, Parte B, CEP 70399-900, Brasilia, DF, Brazil.

        NOTES SIDE AGREEMENT means the side agreement between Caymanco and RTEH
        (and acknowledged by BankBoston) in the form of Agreed Draft "D", as
        required under the terms of letter agreements between First National
        Bank of Boston (or BankBoston N.A.) and RTEH dated, respectively, 12
        July 1996 and 13 May 1999 in relation to the RTEH Notes.

        NOTES TRANSFER AGREEMENT means the transfer agreement between RTEH and
        Caymanco in relation to each of the RTEH Notes in the form required by
        the RTEH Notes as set out in Agreed Draft "B".

        NOTICE shall have the meaning set out in Clause 24.

        OBLIGATIONS shall have the meaning set out in Clause 12.2.

        OPERATION AND MANAGEMENT AGREEMENT means the operation and management
        agreement dated 20 June 2003 between Rio Tinto Brasil Ltda (as assigned
        to MOEM), RPM and the Purchaser, as amended.

        PRE-EXPORT PURCHASE AGREEMENT means the purchase and sale contract dated
        18 May

- --------------------------------------------------------------------------------
                                                                          Page 7
<PAGE>

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


        2001 between RPM and Rio Tinto Resources Limited (as amended on 28 June
        2002) relating to the purchase of gold bars by Rio Tinto Resources
        Limited.

        PROJECT means the exploration and mining operation conducted currently
        and in the past by any member of the Rio Tinto Group at Morro do Ouro,
        Brazil, and everything associated with that operation from time to time,
        including any relevant Mining Concessions granted under applicable
        mining legislation and any renewal, extension, modification or variation
        of them, all other freehold and leasehold interests in land, all other
        property and assets associated with the conduct of the business of RPM
        at Morro do Ouro, Brazil (including plant and equipment) and all
        current, future and contingent liabilities of RPM at Morro do Ouro,
        Brazil (whether related to its period of ownership of all such property
        and assets or otherwise).

        PROJECT AREA means the area within the external boundaries of the Mining
        Concessions as at the date of this Agreement as set out on the map at
        Annexure A.

        PURCHASER'S ACCOUNTANT means Deloitte & Touche, or any other firm of
        accountants which may be nominated in writing by the Purchaser from time
        to time.

        PURCHASE PRICE means, together, the Share Consideration and the
        Assignment Consideration.

        RIO TINTO GROUP means Rio Tinto plc (incorporated in England and Wales),
        Rio Tinto Limited (incorporated in Australia) and any other corporation
        wherever situated in which Rio Tinto plc and/or Rio Tinto Limited owns
        or controls directly or indirectly more than 50% of the shares or stock
        carrying the right to vote at a general meeting (or its equivalent) of
        the corporation.

        RPM means Rio Paracatu Mineracao S.A., a company incorporated in Brazil
        with its registered office at Estrada do Machado, Paracatu, State of
        Minas Gerais, Brazil.

        RTEH NOTES shall have the meaning set out in Recital B.

        SANTO ANTONIO means Rio Santo Antonio Empreendimentos Minerais S.A., a
        company incorporated in Brazil with its registered office at Bloco H,
        no. o30, 12o andar, Parte B, CEP 70399-900, Brasilia, DF, Brazil.

        SECURITY INTEREST means an interest or power:

        (a)     reserved in or over any interest in any asset including, without
                limitation, any retention of title; or

        (b)     created or otherwise arising in or over any interest in any
                asset under a bill of sale, mortgage, charge, lien, pledge,
                trust or power,

        by way of security for the payment of a debt or any other monetary
        obligation or the performance of any other obligation and whether
        existing or agreed to be granted or created.

- --------------------------------------------------------------------------------
                                                                          Page 8
<PAGE>

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


        SHAREHOLDERS' AGREEMENT means the shareholders' agreement dated 20 June
        2003 in relation to RPM between Rio Tinto Brasil Ltda (as assigned to
        MOEM) and the Purchaser.

        SHARES means all the shares in the capital of the Company, together with
        the benefit of all rights (including dividend rights) attached or
        accruing to those shares, at Completion.

        SHARE CONSIDERATION means the difference between an amount of
        $260,000,000 and the Assignment Consideration (as adjusted pursuant to
        Clause 3.3).

        SUBSIDIARIES means together MOEM and Santo Antonio (but not RPM) (and
        each a SUBSIDIARY).

        TARGET DATE means 31 December 2004.

        TAX comprises all forms of taxation and statutory, governmental, state,
        provincial, local governmental or municipal impositions, duties,
        contributions, levies and like impost, in each case whether of Brazil or
        elsewhere in the world whenever imposed and all penalties, charges,
        costs and interest relating thereto.

        TAX AUTHORITY means the Brazilian tax authorities and any other
        statutory, governmental, state, provincial or local governmental
        authority, body or official whosoever (whether of Brazil or elsewhere in
        the world).

        TERMINATION AGREEMENTS means the agreements in the form of Agreed Draft
        "A" terminating the Shareholders' Agreement and the Operation and
        Management Agreement.

        VENDORS' ACCOUNTANT means PricewaterhouseCoopers LLP or any other firm
        of accountants which may be nominated in writing by the Vendors from
        time to time.

        WARRANTIES means the warranties contained in Schedule 2.

        WORKING CAPITAL shall have the meaning set out in Schedule 3.

        WORKING CAPITAL AMOUNT means the actual Working Capital at Completion
        determined in accordance with the Completion Accounts and the procedures
        set out in Schedule 3.

        WORKING CAPITAL DETERMINATION DATE means the date on which the Working
        Capital Amount is finally agreed or determined pursuant to Schedule 3.

        WORKING CAPITAL STATEMENT shall have the meaning set out in Schedule 3.


- --------------------------------------------------------------------------------
                                                                          Page 9
<PAGE>

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


1.2     INTERPRETATION

        Headings are for convenience only and do not affect interpretation. The
        following rules apply unless the context requires otherwise.

        (a)     The singular includes the plural and conversely.

        (b)     A gender includes all genders.

        (c)     If a word or phrase is defined, its other grammatical forms have
                a corresponding meaning.

        (d)     A reference to a person, corporation, trust, partnership,
                unincorporated body or other entity includes any of them.

        (e)     A reference to a Clause or Schedule or Annexure is a reference
                to a clause of or a schedule or annexure to this Agreement, each
                of which forms part of this Agreement for all purposes.

        (f)     A reference to an agreement or document (including, without
                limitation, a reference to this Agreement) is to the agreement
                or document as amended, varied, supplemented, novated or
                replaced, except to the extent prohibited by this Agreement or
                that other agreement or document.

        (g)     A reference to a party to this Agreement or another agreement or
                document includes the party's successors and permitted
                substitutes or assigns (and, where applicable, the party's legal
                personal representatives).

        (h)     A reference to legislation or to a provision of legislation
                includes a modification or re-enactment of it, a legislative
                provision substituted for it and a regulation or statutory
                instrument issued under it.

        (i)     A reference to writing includes a facsimile or electronic
                transmission and any means of reproducing words or information
                (including geological information) in a tangible and permanently
                visible form.

        (j)     A reference to $, dollars and cents is to United States
                currency, unless otherwise expressed to the contrary.

        (k)     References to any English legal term for any action, remedy,
                method of judicial proceeding, legal document, legal status,
                court, official or any legal concept or thing shall in respect
                of any jurisdiction other than England be deemed to include what
                most nearly approximates the English legal term in that
                jurisdiction and references to any English statute or enactment
                shall be deemed to include any equivalent or analogous laws or
                rules in any other jurisdiction.

        (l)     References to documents being "in agreed terms" or an "Agreed
                Draft" or any

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                                                                         Page 10
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                similar expression shall be to documents agreed between the
                parties, annexed to this Agreement and initialled for the
                purposes of identification by RTEH (on behalf of itself and the
                Vendors) and the Purchaser (on behalf of itself, Caymanco and
                Kinross).

2.      SALE AND PURCHASE
- --------------------------------------------------------------------------------

2.1     SALE AND PURCHASE OF SHARES AND RTEH NOTES

        (a)     Each of the Vendors is the legal and beneficial owner of and,
                subject to the terms of this Agreement, each of the Vendors
                agrees to sell, the Shares set out opposite the Vendor's name in
                column (3) of Schedule 1 to the Purchaser and the Purchaser
                agrees to buy the Shares from the Vendors.

        (b)     RTEH is the legal and beneficial owner of and, subject to the
                terms of this Agreement, RTEH agrees to transfer, the RTEH Notes
                to Caymanco and Caymanco agrees to buy the RTEH Notes from RTEH.

2.2     WAIVER

        The Vendors agree to waive or procure the waiver of any restrictions on
        transfer which may exist in relation to the Shares or the shares in the
        Subsidiaries to be transferred pursuant to this Agreement under the
        constitutional documents of the Company and the Subsidiaries or
        otherwise. Each of the Vendors and the Purchaser agrees to waive or
        procure the waiver of any restrictions on transfer which may exist in
        relation to the shares in RPM owned by MOEM (legally and/or
        beneficially) under the constitutional documents of RPM or otherwise.

2.3     ASSIGNMENT OF THE RTEH NOTES

        Subject to the terms of this Agreement, RTEH shall assign the RTEH Notes
        (including the principal amount thereof and all accrued and unpaid
        interest thereon as at Completion) to Caymanco by its execution of the
        Notes Transfer Agreement for each of the RTEH Notes.

3.      PURCHASE CONSIDERATION
- --------------------------------------------------------------------------------

3.1     AGGREGATE PURCHASE CONSIDERATION

        The total consideration for the sale of the Shares and the assignment of
        the RTEH Notes shall be the Purchase Price.



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                                                                         Page 11
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3.2     COMPOSITION OF THE PURCHASE CONSIDERATION

        The Purchase Price shall be satisfied by:

        (a)     the payment to the Vendors by the Purchaser of the Share
                Consideration in the amount set out against each Vendor's name
                in column (4) of Schedule 1 at Completion;

        (b)     the payment to RTEH by Caymanco of the Assignment Consideration
                at Completion; and

        (c)     the payment by the Purchaser to the Vendors (in the relevant
                proportions set out opposite their respective names in column
                (4) of Schedule 1) of such further sums (if any) as shall become
                payable in accordance with Clause 3.3.

3.3     WORKING CAPITAL ADJUSTMENT

        (a)     The Vendors shall be entitled to receive (in the relevant
                proportions set out opposite their respective names in column
                (4) of Schedule 1) by way of additional consideration for the
                Shares, $1 for each $1 by which the Working Capital Amount
                exceeds $zero, which sum shall be paid on the dates and in the
                manner specified in paragraph (c) of this Sub-Clause 3.3,
                subject to a maximum amount of $20,000,000.

        (b)     The Vendors shall be required to repay to the Purchaser $1 for
                each $1 by which the Working Capital Amount, if negative, is
                less than $zero, which sum shall be paid by the Vendors on the
                date and in the manner specified in paragraph (c) of this
                Sub-Clause 3.3, subject to a maximum amount of $20,000,000.

        (c)     Any additional consideration for the Shares payable by the
                Purchaser under paragraph (a) or any sum repayable by the
                Vendors under paragraph (b) shall become payable 5 Business Days
                after the Working Capital Determination Date and shall be paid
                to the Vendors or (as the case may be) the Purchaser in cash.
                The calculation of the Working Capital Amount shall be made in
                accordance with Schedule 3.

3.4     INCREASE IN CONSIDERATION IN THE EVENT OF DEFAULT

        If the Purchaser, Caymanco or Kinross or any of the Vendors fails to pay
        or to procure the payment of any sum which it is obliged to pay or
        procure as consideration under Clauses 3.2 or 3.3 on the date by which
        that payment is due, the amount of such sum in respect of which the
        Purchaser or Caymanco or Kinross or the Vendors (as the case may be) is
        liable to pay or procure the payment of shall be increased at the
        Default Rate (before and after judgment) as applied from the date when
        such payment is due until the date of actual payment, without prejudice
        to any other rights or remedies which may exist under this Agreement.

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                                                                         Page 12
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3.5     REDUCTION OF CONSIDERATION

        If any payment is made by the Vendors or RTEH to the Purchaser or
        Caymanco in respect of any Claim against the Vendors or RTEH for any
        breach of this Agreement (or any agreement entered into pursuant to this
        Agreement) or under any of the indemnities provided by the Vendors to
        the Purchaser and/or Caymanco and its Affiliates contained herein or
        pursuant to Clause 3.3(b) or by the Vendors or its Affiliates to RPM or
        the relevant RPM employees pursuant to Clause 7.1, the payment shall be
        made by way of adjustment of the consideration paid by the Purchaser
        and/or Caymanco for the Shares or the RTEH Notes (as appropriate) to
        such party or parties and such consideration shall be deemed to have
        been reduced by the amount of such payment.

3.6     METHOD OF PAYMENT

        All payments required to be made under this Agreement must be made in
        United States dollars in immediately available funds before 5.00pm
        (London time) on the due date for payment, by telegraphic transfer to a
        bank account nominated by the payee or as may be otherwise agreed in
        writing between the payee and the payor. Unless otherwise specified in
        relation to a particular payment, the details of the bank account
        nominated by the Vendors and RTEH are as follows:

                             [Information omitted]

        Unless otherwise specified in relation to a particular payment, the
        details of the bank account nominated by the Purchaser and Caymanco are
        as follows:

                             [Information omitted]



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                                                                         Page 13
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4.      CONDITION PRECEDENT
- --------------------------------------------------------------------------------

4.1     CONDITION PRECEDENT

        This Agreement other than Clauses 1.2 (Interpretation), 12.1
        (Guarantee), 14 (Announcements and Confidentiality), 15 (Costs), 17
        (Assignment), 19 (Entire Agreement and Remedies), 20 (Waiver), 24
        (Notices), 25 (Appointment of Process Agent) and 26 (Governing Law and
        Jurisdiction) is conditional on the following condition precedent being
        satisfied on or before 31 December 2004 (the TARGET DATE), namely the
        obtaining by Kinross of (i) all necessary consents from Westdeutsche
        Landesbank Girozentrale, New York Branch (WESTLB) (and any other
        relevant bank or other organisation whose consent may be required,
        including any assignee of rights under the Pre-export Purchase Agreement
        or as purchaser of on-sale rights pursuant to the Pre-export Purchase
        Agreement) to the assignment and novation to Kinross of the Pre-export
        Purchase Agreement by entry into Agreed Draft "C" with such amendments
        or in such other form as may be agreed between RTEH, Kinross and WestLB
        and (ii) a full release and discharge from WestLB in a form satisfactory
        to the Vendors of the guarantee provided by Rio Tinto Brasil Ltda to
        WestLB in connection with the pre-export financing arrangements to which
        the Pre-export Purchase Agreement relates.

4.2     WAIVER

        The Vendors may, by written notice to Kinross, waive the condition
        precedent set out in Clause 4.1 in whole or in part at any time on or
        before the Target Date, subject to any additions or amendments to such
        condition precedent as the Vendors think fit.

4.3     SATISFACTION OF CONDITIONS

        Kinross shall use its reasonable endeavours to satisfy or procure the
        satisfaction of the condition precedent in Clause 4.1 as soon as
        possible and in any event on or before the Target Date.

4.4     NOTIFICATION OF SATISFACTION OF CONDITIONS

        Kinross shall notify the Vendors (to the extent that they are not
        already aware) of the satisfaction of the condition precedent set out in
        Clause 4.1 as soon as possible after it has been satisfied and in any
        event within one Business Day of such satisfaction.

4.5     FAILURE TO SATISFY CONDITIONS

        If the condition precedent set out in Clause 4.1 remains unsatisfied at
        the end of the Target Date and has not been waived on or before that
        date by the Vendors, the provisions of Clause 4.6 shall apply.


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                                                                         Page 14
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4.6     TERMINATION

        This Clause shall apply only in the circumstances referred to in Clauses
        4.5 or 5.5. Where this Clause applies, this Agreement, other than the
        Clauses set out in Clause 4.1, shall automatically terminate with
        immediate effect and each party's rights and obligations other than
        those specified above shall cease immediately on termination.

5.      COMPLETION
- --------------------------------------------------------------------------------

5.1     COMPLETION DATE

        Completion of the sale and purchase of the Shares and the assignment of
        the RTEH Notes shall take place on the Completion Date at such place or
        places as the parties may agree.

5.2     PAYMENT OF PURCHASE CONSIDERATION

        At Completion the Purchaser and Caymanco shall pay the aggregate sum of
        $260,000,000 to the Vendors and RTEH, such payment to be made in
        accordance with Clause 3.6.

5.3     VENDORS' OBLIGATIONS

        On the Completion Date and after receiving confirmation of the receipt
        of the sum of $260,000,000, the Vendors shall (or shall procure the
        same):

        (a)     transfer the Shares to the Purchaser (save for one Share to be
                held in the name of Montanapar Participacoes Ltda) by the
                registration and annotation in the Company's books of transfer
                of shares and registry of shares, as required by Brazilian law;

        (b)     deliver to the Purchaser the resignations and releases of the
                directors (Conselho de Administracao)(if any) or officers
                (Diretoria) in the form of Agreed Draft "E" of:

                (i)     Julio L. Carvalho and Robert Walter Graham in respect of
                        the Company;

                (ii)    Julio L. Carvalho and Robert Walter Graham in respect of
                        MOEM;

                (iii)   Julio L. Carvalho and Robert Walter Graham in respect of
                        Santo Antonio; and

                (iv)    Julio Carvalho, Aloisio do Pinho Oliveira and Eduardo
                        Rodrigues de Oliveira Filho in respect of RPM and shall
                        procure that such directors transfer the one common
                        registered share legally (but not beneficially) held in
                        the capital of RPM by each of them to such person or
                        persons as the Purchaser may direct;


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                                                                         Page 15
<PAGE>

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        (c)     transfer to the Purchaser (or such company as the Purchaser may
                direct) the one share held by Rio Paranoa Participacoes Ltda in
                the capital of Santo Antonio by the registration and annotation
                in the books of transfer of shares and registry of shares of
                Santo Antonio;

        (d)     ensure that the minute books, statutory books and registers,
                books of account, copies of taxation returns and other documents
                and papers of the Company, the Subsidiaries and RPM other than:

                (i)     any exploration or geological reports which do not
                        relate directly to the Mining Concessions or the Project
                        Area; and

                (ii)    documents generated principally for the corporate
                        purposes of the Vendors or any other member of the Rio
                        Tinto Group (other than the Company, the Subsidiaries
                        and RPM),

                are located at the premises of RPM, subject to Clause 7.4;

        (e)     deliver a copy of or extracts from the minutes of meetings of
                the directors of the Vendors and RTEH authorizing the Vendors
                and RTEH, respectively, to enter into and perform their
                obligations under this Agreement, certified to be true and
                complete copies or extracts by a director or the Secretary of
                the Vendors or RTEH as appropriate;

        (f)     deliver any power of attorney or other authority under which
                this Agreement or any document referred to in it is executed on
                behalf of the Vendors or RTEH;

        (g)     deliver to the Purchaser:

                (i)     the Termination Agreements, duly executed by MOEM and
                        RPM;

                (ii)    a Notes Transfer Agreement for each of the RTEH Notes
                        and the Notes Side Agreement, duly executed by RTEH,
                        together with a certificate of incumbency in respect of
                        RTEH in the form required by BankBoston; and

                (iii)   evidence of the termination of the powers of attorney
                        set out in Schedule 6;

                (iv)    the novation deed in relation to the Pre-export Purchase
                        Agreement executed by Rio Tinto Resources Limited and
                        RPM in the form of Agreed Draft "C" (with such
                        amendments or in such other form as may be agreed
                        between RTEH, Kinross and WestLB); and

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                                                                         Page 16
<PAGE>

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                (h)     deliver a copy of the minutes of meetings of the
                        directors of the Company authorizing and approving the
                        transfer of the Shares to the Purchaser.

5.4     PURCHASER'S OBLIGATIONS

        At Completion the Purchaser, Caymanco and Kinross shall deliver or shall
        procure the delivery to the Vendors of:

        (a)     a copy of or extracts from the minutes of meetings of the
                directors of the Purchaser, Kinross and Caymanco authorising the
                Purchaser, Kinross and Caymanco, respectively, to enter into and
                perform their obligations under this Agreement, certified to be
                true and complete copies or extracts by a director or the
                secretary of the Purchaser or Kinross or Caymanco as
                appropriate;

        (b)     any power of attorney or other authority under which this
                Agreement or any document referred to in it is executed on
                behalf of the Purchaser, Caymanco or Kinross;

        (c)     (i)     the Termination Agreements, duly executed by the
                        Purchaser;

                (ii)    the Notes Side Agreement, duly executed by Caymanco and
                        BankBoston, together with a certified copy of a
                        certificate of incumbency in respect of Caymanco in the
                        form required by BankBoston;

                (iii)   the novation deed in relation to the Pre-export Purchase
                        Agreement duly executed by Kinross and WestLB in the
                        form of Agreed Draft "C" (with such amendments or in
                        such other form as may be agreed between RTEH, Kinross
                        and WestLB).

5.5     CONDITIONS OF COMPLETION

        Completion is conditional on the Purchaser, Caymanco, Kinross and the
        Vendors complying with all of their respective obligations under this
        Clause 5. If any of the Purchaser, Kinross, Caymanco or the Vendors
        fails to comply fully with its obligations under this Clause 5 and the
        parties in consequence do not complete this Agreement then this
        Agreement shall be deemed to be rescinded and:

        (a)     each party must return to the other all documents delivered to
                it under this Clause 5;

        (b)     each party must repay to the other all payments received by it
                under this Clause 5 but excluding any interest accrued thereon;
                and

        (c)     each party must do everything reasonably required by the other
                party to reverse any action taken under this Clause 5,

        without prejudice to any other rights any party may have in respect of
        that failure and the provisions of Clause 4.6 shall apply.

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                                                                         Page 17
<PAGE>

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5.6     NO RIGHT TO TERMINATE OR RESCIND

        (a)     Subject to Clauses 4.6 and 5.5, the Purchaser, Caymanco and
                Kinross shall have no right (including any right under common
                law or any right in respect of any Claims other than in the case
                of fraud) to delay or defer Completion or to rescind or
                terminate this Agreement and shall not be entitled to treat any
                of the Vendors and/or RTEH as having repudiated this Agreement.
                The sole remedy of the Purchaser, Caymanco and Kinross in
                relation to any delay or failure in Completion on the part of
                the Vendors or RTEH (other than in the case of fraud) shall be
                in damages and the Purchaser, Caymanco and Kinross hereby
                expressly and unconditionally waive all other rights and
                remedies (whether statutory, at common law, in equity or
                otherwise).

        (b)     Subject to Clauses 4.6 and 5.5, the Vendors shall have no right
                (other than in the case of fraud) to delay or defer Completion
                or to rescind or terminate this Agreement and shall not be
                entitled to treat any of Kinross, Caymanco or the Purchaser as
                having repudiated this Agreement. The sole remedy of the Vendors
                in relation to any delay or failure in Completion on the part of
                the Purchaser, Caymanco and Kinross (other than in the case of
                fraud) shall be in damages and the Vendors hereby expressly and
                unconditionally waive all other rights and remedies (whether
                statutory, at common law, in equity or otherwise).

6.      OBLIGATIONS OF VENDORS AND PURCHASER BETWEEN THE DATE OF THIS AGREEMENT
        UNTIL AND INCLUDING COMPLETION
- --------------------------------------------------------------------------------

6.1     BUSINESS OF THE GROUP

        Between the date of this Agreement and until and including the
        Completion Date, the Vendors (to the extent they are lawfully able) must
        use their good faith reasonable endeavours to procure that:

        (a)     the business of the Company and the Subsidiaries is conducted in
                the ordinary course of business;

        (b)     each of the Company and the Subsidiaries does not, without the
                prior written consent of the Purchaser (which consent may not be
                withheld or delayed unreasonably) enter into any contract or
                commitment;

        (c)     each of the Company and the Subsidiaries does not:

                (i)     allot or issue or agree to allot or issue any share or
                        option or any security convertible into any share or
                        option;

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                                                                         Page 18
<PAGE>

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                (ii)    declare, make or pay any dividend or other distribution
                        to shareholders;

                (iii)   alter or agree to alter its constitutional documents
                        without the consent of the Purchaser, such consent not
                        to be unreasonably withheld or delayed;

                (iv)    pass any special resolution;

                (v)     commit or omit to do any act that may cause any of the
                        Warranties to be untrue at Completion;

                (vi)    hire any employees; or

                (vii)   create Security Interests on any of their assets.

6.2     REPAYMENT OF PRE-EXPORT FINANCING

        The Purchaser acknowledges and agrees that prior to 31 December 2004 the
        amounts due to WestLB under the terms of a pre-export financing
        agreement dated 28 June 2002 shall be repaid in full by RPM in
        accordance with its terms and the parties agree that RPM will enter into
        a termination agreement with Rio Tinto Resources Limited in relation to
        the related purchase and sale contract for gold bars between Rio Tinto
        Resources Limited and RPM dated 18 July 2000 (as amended on 28 June
        2002) in the form of Agreed Draft "F" after repayment of the amounts
        outstanding under the pre-export financing agreement to WestLB.

6.3     IT IMPLEMENTATION

        The Purchaser acknowledges that steps will be taken in the period prior
        to Completion to enable RPM's information technology and other
        telecommunications systems to operate on a "stand - alone" basis without
        any dependence upon the systems of the Rio Tinto Group prior to or with
        effect from Completion, subject to Clause 7.3 below.

7.      SEPARATION
- --------------------------------------------------------------------------------

7.1     EMPLOYEES

        (a)     The Purchaser acknowledges and agrees that, save as provided in
                paragraph (c) below, all RPM employees as at the date of this
                Agreement will remain in the employment of RPM at the Completion
                Date, including all employees engaged by RPM pursuant to Clause
                6.7 of the Operation and Management Agreement. It is understood
                and agreed that such acknowledgement and agreement does not
                constitute an agreement to indefinitely retain all of such RPM
                employees. The Purchaser agrees to indemnify the Vendors and its
                Affiliates against any claim, loss, liability, cost or expense
                which they may incur or sustain arising from any breach of
                employment contract, dismissal (whether unfair or otherwise) or
                termination of employment by way of redundancy of any RPM
                employee after

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                                                                         Page 19
<PAGE>

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                Completion, including (without limitation) any claims arising
                from the planned redundancies of any person but excluding always
                any claims made by any RPM employee against RPM relating to the
                benefit provided to such RPM employee under the Rio Tinto share
                savings scheme (other than the direct compensation paid to such
                employees referred to in paragraph (d) below).

        (b)     Without prejudice to the indemnity set out in paragraph (a)
                above, the Vendors agree to reimburse RPM for (i) the costs of
                making the RPM employees listed in Part II of Schedule 4
                redundant with effect on or before 28 February 2005 (in respect
                of each such RPM employee being only the costs required to be
                paid by RPM to such RPM employee under relevant Brazilian Laws
                directly as a result of such redundancy and a bonus equivalent
                to five months' salary for such RPM employee, but not any cost,
                liability claim, loss or expense which RPM may incur as a result
                of an employment tribunal claim being made against RPM by such
                RPM employee in connection with his/her redundancy) and (ii) the
                payment to each of the RPM employees listed in Part III of
                Schedule 4 of a bonus equivalent to five months' salary for such
                RPM employee, within 20 Business Days of receipt of an invoice
                by the Vendors setting out the amounts actually paid by RPM to
                such RPM employees and any other details as the Vendors think
                fit, unless the Vendors or one of their Affiliates elects to
                make such payments directly to the relevant RPM employees (to
                the extent it is lawfully able). The Purchaser agrees to procure
                that RPM will make the payments referred to in sub-paragraphs
                (i) and (ii) of this paragraph (b) on or before 28 February
                2005, unless the Vendors or one of their Affiliates elects to
                make such payments directly to the relevant RPM employees.

        (c)     The Purchaser acknowledges and agrees that the employment by RPM
                of the persons set out in Part I of Schedule 4 has been
                transferred to Rio Tinto Brasil Ltda or one of its Affiliates.

        (d)     The Purchaser acknowledges that, under the rules of the Rio
                Tinto share savings scheme, employees of RPM who at Completion
                are participants in such scheme will, following Completion,
                cease to be entitled to continue to participate in such scheme.
                Without prejudice to the limitation on the liability of the
                Purchaser under the indemnity set out in paragraph (a) above in
                relation to the Rio Tinto share savings scheme, the Purchaser
                shall, and shall procure that RPM shall, co-operate with Rio
                Tinto plc in relation to any proposals which Rio Tinto plc may
                wish to make to such employees of RPM and do all things and
                execute all documents which the Vendors may reasonably require
                on behalf of Rio Tinto plc to implement any such proposals and
                generally in relation thereto. It is agreed that the Purchaser
                shall bear 49% and the Vendors shall bear 51% of the aggregate
                amount agreed between each of such employees of RPM and the Rio
                Tinto Group to be direct compensation for the cessation of their
                participation in the Rio Tinto share savings scheme.

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                                                                         Page 20
<PAGE>

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7.2     PENSIONS

        It is acknowledged and agreed that prior to Completion the contract
        between AIG Unibanco and (inter alia) RPM relating to the provision of
        pensions for RPM employees shall be terminated as regards RPM only and
        that RPM shall enter into a new contract with AIG Unibanco on the same
        terms and subject to the same rules. At Completion, the representatives
        of such pension scheme appointed by the Rio Tinto Group shall resign and
        the Purchaser shall nominate and appoint such persons as it thinks fit
        to act as representatives and shall use all reasonable endeavours to
        procure that all necessary documents are executed to effect the same.

        The Purchaser agrees that contributions made by RPM after Completion to
        the pension scheme under the new contract with AIG Unibanco as referred
        to above for each RPM employee shall be no less than the contributions
        made by RPM (or on its behalf) to the pension scheme for such RPM
        employees immediately prior to Completion.

7.3     GROUP SERVICES

        The Purchaser acknowledges and agrees that, with effect from Completion
        (and save as otherwise provided herein), the Company, the Subsidiaries
        and RPM shall cease to have the benefit of any services provided by the
        Rio Tinto Group, including (without limitation) the following:

        (a)     insurance policies which cover the Company, the Subsidiaries and
                RPM on a Rio Tinto Group basis, including health insurance in
                respect of all RPM employees as at the Completion Date;

        (b)     purchasing and other similar arrangements entitling the Company,
                the Subsidiaries and RPM to various benefits or rights in
                relation to the purchase of goods or services;

        (c)     human resources, training or accounting support provided to the
                Company, the Subsidiaries and RPM by any other member of the Rio
                Tinto Group;

        (d)     information technology and other telecommunications systems
                (including access to the Rio Tinto Group intranet and internet,
                accounting or other operational software and systems and
                satellite communications provided by the Rio Tinto Group to the
                Company, the Subsidiaries and/or RPM or which link the Company,
                the Subsidiaries and/or RPM to the Rio Tinto Group or any member
                thereof).

7.4     ACCESS TO INFORMATION

        The Vendors will procure that all information which relates exclusively
        to the business and operations of the Company, the Subsidiaries and RPM
        is transferred to the Purchaser as soon as reasonably practicable after
        the Completion Date but no later than 31 March 2005. The Vendors will
        procure that the Purchaser and any persons authorised by it shall be
        given reasonable access within normal business hours (i) to the
        information which

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                                                                         Page 21
<PAGE>

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        relates exclusively to the business and operations of the Company, the
        Subsidiaries and RPM during the period in which it is within the control
        of the Vendors or its Affiliates and (ii) to the information which does
        not relate exclusively to the Company, the Subsidiaries and RPM at any
        time after Completion.

8.      ACKNOWLEDGEMENTS AND UNDERTAKINGS BY PURCHASER
- --------------------------------------------------------------------------------

8.1     GEOLOGICAL RIGHTS

        For the avoidance of doubt, each of the Purchaser and Kinross
        acknowledges that nothing in this Agreement will prevent any member of
        the Rio Tinto Group, whether alone or with other parties, from
        undertaking exploration, mining or other activities in areas other than
        the Project Area.

        The Vendors agree (for themselves and on behalf of their Affiliates)
        that they shall not exploit commercially in Brazil any information
        obtained by them during their ownership (directly or indirectly) of RPM
        which relates specifically to RPM or its operations other than:

        (a)     any information or knowledge used or applied by any member of
                the Rio Tinto Group for its own business and operations prior to
                the date of this Agreement;

        (b)     information and knowledge generated originally by the Rio Tinto
                Group and applied by it in relation to RPM, its business,
                affairs and operations during its ownership of RPM; and

        (c)     information in the public domain.

8.2     DEBT

        Caymanco acknowledges that:

        (a)     it shall be liable for any sum sufficient to cover any tax or
                governmental charge which may be imposed in connection with any
                exchange, registration of transfer or transfer of the RTEH Notes
                which RPM may require to be paid pursuant to Clause 3 of the
                private placement and agency agreements between BankBoston N.A.
                (or its predecessor or successor entities) and RPM dated 12 July
                1996 and 13 May 1999; and

        (b)     tranche 2 of the RTEH Notes are overdue for repayment in respect
                of principal and interest thereon as at the date of this
                Agreement and that neither Vendors nor RTEH nor any of their
                Affiliates shall be deemed to have given any representation or
                warranty that any of the RTEH Notes shall be paid or repaid (as
                to principal and interest) when due; and


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                                                                         Page 22
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        (c)     neither the Vendors nor RTEH are responsible for the delivery to
                BankBoston N.A. (or its predecessor or successor entities) of
                the Notes Transfer Agreement for each of the RTEH Notes or the
                Notes Side Agreement or the certificates of incumbency in
                respect of Caymanco and RTEH in the form required by BankBoston
                in order to complete the transfer of the RTEH Notes or the
                registration of such transfer.

        Caymanco agrees that after delivery of the Notes Transfer Agreement and
        the Notes Side Agreement to Caymanco and the certificate of incumbency
        in respect of RTEH in the form required by BankBoston pursuant to Clause
        5.3(g)(ii), the Vendors, RTEH and their Affiliates shall not be liable
        for any act or omission of Caymanco in relation to the RTEH Notes.

8.3     SUBMISSION TO THE BRAZILIAN ANTI-TRUST AUTHORITIES

        Kinross and the Purchaser agree to submit or procure the submission of
        this Agreement and all other relevant information and documents to the
        relevant Brazilian anti-trust regulatory bodies (the REGULATORS) within
        15 Business Days (in Brazil only) of the date of this Agreement, as and
        to the extent required by Brazilian law, and to bear all costs and
        expenses arising from such submission (if any) (other than the costs and
        expenses for personnel time and professional advice for each of the
        parties in complying with their obligations under paragraphs (a) to (c)
        below). Kinross and the Purchaser shall have the responsibility for
        contacting and corresponding with the Regulators in relation to this
        Agreement and seeking their approval to its terms but each of the
        parties agrees to:

        (a)     consult with each other and its relevant Affiliates at all
                times;

        (b)     promptly provide to the others and their relevant Affiliates
                and/or respective professional advisers such information and
                assistance as each party or its Affiliates and/or professional
                advisers may reasonably request in connection therewith and the
                progress therewith, it being understood and agreed that the
                Vendors shall be responsible for providing information and
                presenting documents with respect to the Vendors' business and
                group-related matters; and

        (c)     provide to the Regulators such information as they may
                reasonably request in relation thereto.

        The Purchaser agrees to indemnify the Vendors and their Affiliates
        against any claim, loss, liability, cost or expense which may be
        incurred by them in relation to the late filing or non-filing of any
        information required to be filed with the Regulators except to the
        extent that such late filing has been occasioned by reason of the breach
        by the Vendors with respect to items (b) and (c) above.

        Clause 11.3 shall apply (without limiting its generality) in respect of
        any decision by the Regulators to set aside or nullify in any way the
        transactions described in this Agreement or the agreements referred to
        herein.

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                                                                         Page 23
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9.      WARRANTIES AND INDEMNITIES BY VENDORS
- --------------------------------------------------------------------------------

9.1     WARRANTIES

        The Vendors warrant solely to the Purchaser and Caymanco in the terms of
        the Warranties (other than the warranties set out in paragraphs 1 (in
        respect of RTEH only) and 3 of Schedule 2) and RTEH warrants solely to
        the Purchaser and Caymanco in the terms of the warranties set out in
        paragraphs 1 and 3 of Schedule 2 for itself only (in each case subject
        to this Agreement, the provisions of this Clause 9 and to any matter
        disclosed in the Disclosure Materials and any matter disclosed or
        referred to in this Agreement).

9.2     KNOWLEDGE AND AWARENESS AS TO CERTAIN WARRANTIES

        Where any of the Warranties is qualified by the expression "so far as
        the Vendors are aware" or any similar expression, that Warranty is
        deemed to include an additional statement that for this purpose the
        Vendors have made due enquiries of Julio Carvalho, Carlos Vilhena Filho
        of Pinheiro Nero, Cyro Cunha Melo Filho of PriceWaterhouseCoopers in
        respect of Warranty 7 only, Douglas Oliveira of PriceWaterhouseCoopers
        in respect of Warranty 6 only and Jose Antonio de Franca of Itecon
        Instituto Tecnico de Consultoria e Auditoria S/C in respect of Warranty
        6 and Warranty 7 only.

9.3     EFFECTIVE DATES

        Each of the Warranties:

        (a)     remains in full force and effect after the Completion Date
                despite Completion; and

        (b)     is given only as at the date of this Agreement.

9.4     EXCLUSIONS OF ENVIRONMENTAL CLAIMS

        Each of the Purchaser, Caymanco and Kinross waives (for themselves and
        on behalf of each of their Affiliates) forever any and all claims
        regarding or relating to the Environment or arising from Environmental
        Law (including but not limited to any claim or liability related to
        effects on any real property as a result of mining activities) against
        the Vendors and its Affiliates related to the Project, any property,
        real estate or operations owned or conducted or other affairs or
        business conducted by the Company, the Subsidiaries or RPM. The
        Purchaser, Caymanco and Kinross will indemnify and hold the Vendors
        (each for itself and as trustee for its Affiliates) harmless if any
        claim or similar matter should arise from any state authority or other
        third party at any time and in relation to any period relating to the
        Environment or arising under any Environmental Law.


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                                                                         Page 24
<PAGE>

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9.5     [Information omitted]

9.6     MONETARY AND OTHER LIMITATIONS

        Notwithstanding any other provision of this Agreement:

        (a)     the Vendors and RTEH shall not be liable for any Claim (whether
                by way of damages or otherwise) unless such Claim is made in
                writing to the Vendors and RTEH by the Purchaser or Caymanco
                with respect to it (setting forth in reasonable detail the
                nature of the Claim and the damages sought to the extent the
                amount can reasonably be determined) on or before (i) the date
                being two years after the date of this Agreement in respect of
                Warranty 2.1, (ii) the date being six years after the date of
                this Agreement in respect of claims [information omitted].

        (b)     any Claim [information omitted] shall (if it has not






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                                                                         Page 25
<PAGE>

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                been previously satisfied, settled or withdrawn) be deemed to be
                withdrawn and shall be unenforceable against the Vendors and
                RTEH six months after the service of notice of the Claim on the
                Vendors and RTEH unless legal proceedings in respect of it (i)
                have been commenced by being both issued and served and (ii) are
                being pursued with reasonable diligence and no new Claim may be
                made in respect of the facts giving rise to such Claim;

        (c)     the Vendors and RTEH shall have no liability in respect of any
                Claim [information omitted].

        (d)     the aggregate amount of the liability of the Vendors and RTEH
                (whether by way of damages or otherwise) in respect of the
                aggregate of all Claims [information omitted].

        (e)     [Information omitted].

        (f)     the Vendors and RTEH shall not be liable to make any payment to
                the Purchaser or Caymanco in respect of any liability which is
                contingent unless and until such contingent liability becomes an
                actual liability and is due and payable but this paragraph (f)
                shall not operate to avoid a Claim made in respect of a
                contingent liability within the time limits and containing such
                details as are specified in paragraph (a) above and such a Claim
                shall (if it has not been previously satisfied, settled or
                withdrawn) be deemed to be withdrawn and shall be unenforceable
                against the Vendors and RTEH six months after such Claim ceases
                to be contingent and no new Claim may be made in respect of the
                facts giving rise to such Claim;

        (g)     the Vendors and RTEH shall not be liable in respect of any Claim
                to the extent that:

                (i)     specific provision or reserve is made for the matter
                        giving rise to the Claim in any of the Financial
                        Accounts or the Completion Accounts; or



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                                                                         Page 26
<PAGE>

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                (ii)    any sum is received by the Company or the Subsidiaries
                        which has previously been written off as irrecoverable
                        in the accounts of the Company or the Subsidiaries;

        (h)     the Vendors and RTEH shall not be liable in respect of any Claim
                to the extent that the Claim would not have arisen but for:

                (i)     any voluntary act, omission or transaction of the
                        Purchaser, Caymanco or any Affiliate of them or the
                        Company or the Subsidiaries or RPM or their respective
                        directors, employees or agents or successors in title,
                        after Completion;

                (ii)    any act, omission or transaction occurring before
                        Completion at the request, direction of or with the
                        consent of the Purchaser, Caymanco, their Affiliates or
                        their respective servants and agents;

                (iii)   any act, omission or transaction in relation to or in
                        connection with RPM, its affairs, business, operations
                        and tax planning arrangements;

                (iv)    the passing of, or any change in, after the date of this
                        Agreement, any law, rule, regulation or administrative
                        practice of any government, governmental department,
                        agency or regulatory body including (without prejudice
                        to the generality of the foregoing) any increase in the
                        rates of Tax or any imposition of Tax or any withdrawal
                        of relief from Tax not actually (or prospectively) in
                        effect at the date of this Agreement;

                (v)     any change in accounting or Tax policy, bases or
                        practice of the Purchaser, Caymanco or any Affiliate of
                        them or the Company, the Subsidiaries or RPM introduced
                        or having effect after the date of this Agreement;

        (i)     the Vendors and RTEH shall have no liability for any Claim to
                the extent that any liability, loss, damage, cost, expense or
                claim suffered by the Purchaser, Caymanco, the Company or the
                Subsidiaries comprised in such Claim is caused or increased by
                or is connected with the business, affairs or operations of RPM.

9.7     MITIGATION OF LOSS

        The Purchaser and Caymanco shall procure that all reasonable steps are
        taken and all reasonable assistance is given to avoid or mitigate any
        loss which in the absence of mitigation might give rise to a liability
        in respect of any Claim.

9.8     CLAIMS PROCEDURE

        If a claim is made by any person which may result in a Claim then:

        (a)     The Purchaser and Caymanco must immediately give notice of the
                claim

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                                                                         Page 27
<PAGE>

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                to the Vendors and RTEH;

        (b)     Without prejudice to the validity of the claim or alleged claim
                in question, the Purchaser and Caymanco shall allow, and shall
                procure that their Affiliates, the Company, the Subsidiaries and
                RPM allow, the Vendors, RTEH and their accountants and
                professional advisers to investigate the matter or circumstance
                alleged to give rise to such claim and whether and to what
                extent any amount is payable in respect of such claim and for
                such purpose the Purchaser and Caymanco shall give, and shall
                procure that their Affiliates, the Company, the Subsidiaries,
                RPM and the current and previous auditors of the Company, the
                Subsidiaries and RPM give, subject to their being paid all
                reasonable costs and expenses, all such information and
                assistance, including access to premises and personnel, and the
                right to examine and copy or photograph any assets, accounts,
                documents and records (including audit working papers in respect
                of any audit of the accounts of the Company and/or the
                Subsidiaries and/or RPM relevant to the claim or the potential
                claim), as the Vendors, RTEH or their accountants or
                professional advisers may reasonably request, provided the
                Vendors and RTEH agree to keep all such information confidential
                and only to use it for the purpose of the claim in question.

        (c)     If the Claim in question is a result of or in connection with a
                claim by or liability to a third party then:

                (i)     no admission of liability shall be made by or on behalf
                        of the Purchaser, Caymanco any of their Affiliates or
                        the Company or the Subsidiaries or RPM and the claim
                        shall not be compromised, disposed of or settled without
                        the consent of the Vendors and RTEH;

                (ii)    the Vendors and RTEH may cause the Purchaser, Caymanco
                        or the relevant member of the Group to be put in
                        sufficient funds to satisfy or pay the claim;

                (iii)   the Vendors and RTEH shall be entitled at their own
                        expense in their absolute discretion to take such action
                        as they shall deem necessary to avoid, dispute, deny,
                        defend, resist, appeal, compromise or contest such claim
                        or liability (including, without limitation, making
                        counterclaims or other claims against third parties) in
                        the name of and on behalf of the Purchaser, Caymanco,
                        their relevant Affiliates, the Company, the Subsidiaries
                        or RPM and to have the conduct of any related
                        proceedings, negotiations or appeals;

                (iv)    the Purchaser and Caymanco will give and procure that
                        their Affiliates, the Company, the Subsidiaries and RPM
                        and the current and previous auditors of the Company,
                        the Subsidiaries and RPM give, subject to their being
                        paid all reasonable costs and expenses, all such
                        information and assistance, including access to premises
                        and personnel, and the right to examine and copy or
                        photograph any assets, accounts, documents and

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                                                                         Page 28
<PAGE>

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

                        records (including audit working papers in respect of
                        any audit of the accounts of the Company, the
                        Subsidiaries and RPM relevant to such claim or liability
                        or potential claim or liability), for the purpose of
                        avoiding, disputing, denying, defending, resisting,
                        appealing, compromising or contesting any such claim or
                        liability as the Vendors, RTEH or their professional
                        advisers reasonably request. The Vendors and RTEH agree
                        to keep all such information confidential and only to
                        use it for the purpose of the claim in question.

9.9     CLAIMS PROCEDURE WITH RESPECT TO TAX MATTERS

        Without prejudice to Clause 9.8, the Purchaser agrees (for itself and on
        behalf of its Affiliates) with the Vendors that in respect of any and
        all returns, assessments, correspondence and other written
        communications made by the Purchaser or any member of the Group to the
        Brazilian tax authorities:

        (a)     it will seek the Vendors' prior written consent to the content
                of such documentation;

        (b)     it will take into account all comments made by the Vendors on
                the content of such documentation; and

        (c)     it will not submit any such documentation to the Brazilian tax
                authorities without taking into account in full all comments
                made by the Vendors pursuant to paragraph (b) and without the
                prior written consent of the Vendors pursuant to paragraph (a),

        [Information omitted]. Each of the Vendors and the Purchaser (for itself
        and on behalf of its Affiliates) agrees that its obligations under this
        Clause 9.9 shall be performed in a timely way so as to provide the other
        party sufficient time to comply with its obligations and/or exercise its
        rights and powers under this Clause 9.9 and under relevant Laws.

        The Purchaser and Caymanco will and will procure that the Company, the
        Subsidiaries and RPM as far as practicable adopt positions in respect of
        Tax after Completion which are consistent in form and substance with the
        position taken in determining the provision for Tax in the Financial
        Accounts.

9.10    NOTIFICATION

        If the Purchaser or Caymanco becomes aware of a Claim or potential Claim
        the Purchaser or Caymanco may have against the Vendors or RTEH the
        Purchaser and Caymanco must give notice of such Claim to the Vendors and
        RTEH within 14 days after becoming so aware.


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                                                                         Page 29
<PAGE>

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9.11    RELIANCE ON OWN JUDGMENT

        Each of the Purchaser and Caymanco acknowledges and agrees that:

        (a)     (i)     it has knowledge and experience in financial and
                        business matters and mineral exploration, mining,
                        processing and marketing and it is capable of evaluating
                        the merits and risks associated with the purchase of the
                        Shares and it is aware of the actual and potential risks
                        that are generally known within the gold industry or the
                        Brazilian mining industry and has relied on its own
                        judgment and evaluation of the Disclosure Material and
                        on its own inspection and appraisal of RPM;

                (ii)    it has limited knowledge and experience of the business
                        and affairs of RPM and that the Vendors and RTEH shall
                        have no liability whatsoever under this Agreement or
                        otherwise in relation to or in connection with RPM to
                        the Purchaser, Caymanco or their Affiliates (including
                        with respect to the RTEH Notes) save in relation to the
                        Vendors in respect of Warranty 2.1 or in relation to
                        RTEH in respect of Warranty 3;

                (iii)   it has not relied on any conduct of, or statements,
                        warranties or representations (not forming part of the
                        Warranties) made to the Purchaser or to any other person
                        by or on behalf of the Vendors or any other member of
                        the Rio Tinto Group or any person acting on behalf of
                        any of them, including any officer, director, employee,
                        agent or adviser of any of them;

                (iv)    it has not relied on any opinion, prediction,
                        projection, forecast or any other information or
                        document of that nature concerning the past, present or
                        future performance or prospects of the Company, the
                        Subsidiaries, RPM or the Project even if that material
                        is contained in the Disclosure Material;

        (b)     (i)     it has had adequate opportunity:

                        (A)     to examine the Disclosure Material;

                        (B)     to seek such independent advice as it considered
                                necessary; and

                        (C)     to make inquiries of the Vendors, RTEH, their
                                Affiliates, the Company, the Subsidiaries and
                                their representatives;

                (ii)    it has had satisfactory access to information, including
                        the Disclosure Materials, in connection with its
                        purchase of the Shares and the assignment of the RTEH
                        Notes; and

                (iii)   neither the Vendors nor RTEH nor any other member of the
                        Rio Tinto Group nor

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                                                                         Page 30
<PAGE>

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                        any person acting on behalf of them including any
                        officer, director, employee, agent or adviser of any of
                        them has given any representation or warranty as to the
                        past, present or future performance or prospects of the
                        Company, the Subsidiaries, RPM or the Project or any
                        other matter on which it relies.

9.12    NO LIABILITY TO THIRD PARTIES

        No person other than the Purchaser or Caymanco is entitled to make any
        Claim.

9.13    NO DOUBLE RECOVERY

        The Purchaser and Caymanco agrees that they shall not be entitled to
        recover damages or obtain payment, reimbursement, restitution or
        indemnity more than once in respect of any one shortfall, damage,
        deficiency, breach or other set of circumstances which give rise to one
        or more Claims. For this purpose recovery by the Company, the
        Subsidiaries or RPM shall be deemed to be recovery by the Purchaser and
        Caymanco [information omitted].

9.14    INSURANCE

        The Vendors and RTEH shall not be liable in respect of a Claim to the
        extent that the Claim relates to any loss which is recoverable by the
        Purchaser, Caymanco (or any assignees or successor in title thereof),
        its Affiliates or the Company, any of the Subsidiaries or RPM from their
        insurers or which would have been so recoverable if at all times
        following Completion there had been maintained valid and adequate
        insurance cover of a type and affording the same degree of cover as that
        in force in relation to the Company, the Subsidiaries and RPM at the
        date of this Agreement.

9.15    CHANGE OF CONTROL

        The Vendors and RTEH shall not be liable for any Claim:

        (d)     arising from any loss suffered or payment made by the Purchaser,
                Caymanco or any member of the Group which would not have been
                suffered or made had such company not given warranties and/or
                indemnities to any person (other than the Purchaser and
                Caymanco) acquiring all or part of the shares in or assets or
                undertaking of any member of the Group on or after Completion;

        (e)     arising from any loss suffered or payment made by any member of
                the Group if on the date such Claim was notified to the Vendors
                and RTEH pursuant to Clause 9.6(a) such member of the Group was
                not a direct or indirect subsidiary of the Purchaser or
                Caymanco; or

        (f)     if on the date such Claim was notified to the Vendors and RTEH
                pursuant to


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                                                                         Page 31
<PAGE>

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                Clause 9.6(a), the Purchaser or Caymanco had ceased to be a
                direct or indirect subsidiary of Kinross.

9.16    INDIRECT AND CONSEQUENTIAL LOSS

        The Vendors and RTEH shall not be liable to the Purchaser or Caymanco
        for any indirect or consequential loss, loss of profit or punitive
        damages as a result of any Claim.

        The Purchaser, Kinross and Caymanco shall not be liable to the Vendors
        or RTEH for any indirect or consequential loss, loss of profit or
        punitive damages as a result of any claim made by the Vendors or RTEH
        under any of the indemnities contained in this Agreement or the
        documents referred to herein given by the Purchaser, Kinross or
        Caymanco.

9.17    WITHDRAWAL AND SETTLEMENT OF CLAIMS

        If the Purchaser or Caymanco withdraws or settles a Claim against one
        Vendor, the Purchaser and Caymanco shall also withdraw or settle on the
        same terms with the other Vendor.

9.18    GENERAL

        Clauses 9.6 to 9.17 (inclusive) apply notwithstanding any other
        provision of this Agreement to the contrary and shall not cease to have
        effect as a consequence of any rescission or termination of any other
        provision of this Agreement.

10.     CO-OPERATION
- --------------------------------------------------------------------------------

        Following Completion, the Purchaser and Caymanco must ensure that the
        Purchaser, Caymanco, their Affiliates, the Company, the Subsidiaries and
        RPM provide the Vendors all reasonable assistance in relation to any
        returns, correspondence and communications with any Tax Authority
        involving Tax liabilities of the Vendors or their Affiliates which are
        affected by or dependent upon matters concerning the Company, the
        Subsidiaries, RPM or the subject matter of this Agreement. The Vendors
        must provide all reasonable assistance to the Company, the Subsidiaries
        and RPM in relation to any returns, correspondence and communications
        with any Tax Authority involving Tax liabilities of the Company, the
        Subsidiaries and RPM which are affected by or dependent upon matters
        concerning the Vendors or their Affiliates. The party providing
        assistance under this Clause 10 will have all reasonable and properly
        incurred costs of complying with this Clause 10 reimbursed by the party
        being assisted.


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                                                                         Page 32
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11.     WARRANTIES AND INDEMNITIES BY THE PURCHASER
- --------------------------------------------------------------------------------

11.1    WARRANTIES

        Each of Kinross, the Purchaser and Caymanco warrants to the Vendors and
        RTEH that each of the following statements is true and correct in all
        material respects.

        (a)     (STATUS) It is a corporation duly incorporated and validly
                existing under the laws of the place of its incorporation
                specified in this Agreement.

        (b)     (POWER) It has the power to enter into and perform its
                obligations under this Agreement, to carry out the transactions
                contemplated by this Agreement and to carry on its business as
                now conducted or contemplated.

        (c)     (CORPORATE AUTHORISATIONS) It has taken all necessary corporate
                action to authorise the entry into and performance of this
                Agreement and to carry out the transactions contemplated by this
                Agreement.

        (d)     (DOCUMENTS BINDING) This Agreement is its valid and binding
                obligation enforceable in accordance with its terms, subject to
                any necessary stamping and registration save and except that the
                enforcement hereof may be limited by applicable bankruptcy,
                insolvency and other laws of general application affecting the
                enforcement of creditors' rights and except that equitable
                remedies such as specific performance and injunction are
                available only in the discretion of a court of competent
                jurisdiction.

        (e)     (TRANSACTIONS PERMITTED) The execution and performance by it of
                this Agreement and each transaction contemplated under this
                Agreement do not and will not violate in any respect a provision
                of:

                (i)     a law or treaty or a judgment, ruling, order or decree
                        of a Governmental Agency binding on it;

                (ii)    its memorandum or articles of association or other
                        constituent documents; or

                (iii)   any other document or agreement which is binding on it
                        or its assets.

11.2    CESSATION OF ASSOCIATION

        The Purchaser must procure that, from Completion, the Company, the
        Subsidiaries and RPM cease to hold themselves out as a member of the Rio
        Tinto Group or otherwise associated with the Vendors or their Affiliates
        and the Purchaser indemnifies the Vendors (each for itself and as
        trustee for its Affiliates) against any claim, loss, liability, cost or
        expense that may be incurred or sustained by them in connection with a
        breach of this Clause 11.2.

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                                                                         Page 33
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11.3    UNDERTAKING AND INDEMNITY

        The Purchaser separately indemnifies the Vendors (each in its own right
        and as trustee for its Affiliates) without duplication against any
        claim, loss, liability, cost or expense which may be incurred or
        sustained by the Vendors or their Affiliates in connection with:

        (i)     all or any part of any transaction between the Purchaser,
                Caymanco, Kinross, the Company, the Subsidiaries or RPM and the
                Vendors, RTEH or their Affiliates pursuant to this Agreement or
                the agreements referred to herein being set aside or declared
                void or voidable or a claim to that effect being upheld,
                conceded or compromised;

        (ii)    the Vendors, RTEH or their Affiliates being required to return
                or repay any money or asset received by it under any such
                transaction or the equivalent in value of that money or asset.

11.4    NO WITHHOLDINGS

        The Purchaser, Caymanco and Kinross must make all payments due under
        this Agreement free and clear and without deduction of any taxes,
        duties, levies, imposts, deductions, charges and withholdings of Brazil
        or any other country or jurisdiction. The Vendors must make any payment
        due under Clause 3.3(b) of this Agreement free and clear and without
        deduction of any taxes, duties, imposts, deductions, charges and
        withholdings of Brazil or any other country or jurisdiction.
        [Information omitted] if the Purchaser, Caymanco or Kinross or any of
        the Vendors is compelled by law to deduct any such tax, duty, levy,
        impost, deduction, charge or withholding, it shall pay to the Vendors or
        the Purchaser or Caymanco (as the case may be) such additional amounts
        as may be necessary so that the net payment of such amount due under
        this Agreement after that deduction is not less than the payment would
        have been had there been no deduction.

11.5    NO SET OFF

        No party has the right to set off or otherwise deduct or withhold any
        money which it is liable to pay to any other party under this Agreement
        against any money which such party is or may be liable to pay to it,
        whether under this Agreement or otherwise.

11.6     PROTECTION OF DIRECTORS

        If any person alleges that any person representing the Vendors or the
        Rio Tinto Group has breached the duty he or she owes or owed to the
        Company or the Subsidiaries or RPM in his or her capacity as director,
        the Purchaser shall procure that all the shareholders of the Company or
        the Subsidiaries or RPM in relation to which such breach is alleged,
        ratify by way of a unanimous written resolution any act and/or omission
        of such director (other than any fraudulent act committed by such
        director) which it is alleged constitutes a breach of duty. If the
        Purchaser fails to procure such ratification the Purchaser shall
        indemnify such director for any loss suffered as a result of the failure

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                                                                         Page 34
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        to procure such ratification, provided always that nothing in this
        Clause 11.6 shall affect the ability of the Purchaser or Caymanco to
        make a claim under the Warranties in respect of the matter giving rise
        to such breach of duty.

12.     GUARANTEES
- --------------------------------------------------------------------------------

12.1    KINROSS GUARANTEE

        In consideration of the Vendors and RTEH agreeing to the obligations and
        restrictions set out in this Agreement, Kinross unconditionally and
        irrevocably guarantees to the Vendors and RTEH without duplication the
        due and punctual discharge by each of the Purchaser and Caymanco and
        each of their relevant Affiliates of its obligations of whatever nature
        under this Agreement and all agreements referred to herein (which for
        the avoidance of doubt shall include its liabilities to pay damages,
        agreed or otherwise) and promises to pay on demand each sum (together
        with interest on such sum accrued both before and after the date of
        demand until the date of payment) which the Purchaser or Caymanco is
        liable to pay under this Agreement or the agreements referred to herein.

        Kinross's obligations shall be a continuing guarantee. The Vendors and
        RTEH may make claims and demands of Kinross without limit of number.

        Kinross's obligations shall be in addition to and not in substitution
        for, and shall not be prejudiced by, any rights which any member of the
        Rio Tinto Group may have pursuant to any other agreement or security
        which such person may enter into or obtain and such member of the Rio
        Tinto Group may enforce its rights against Kinross without first having
        recourse to any such rights or security.

        Kinross shall indemnify each of the Vendors and RTEH without duplication
        against all losses, claims, costs, charges and expenses to which it may
        be subject or which it may incur whilst acting in good faith under this
        Agreement and all agreements referred to herein as a result of any
        default by the Purchaser or Caymanco or any of their relevant Affiliates
        in performing any obligations under this Agreement or any agreement
        referred to herein.

        Kinross's liability to the Vendors and RTEH shall be as primary obligor
        and not merely as surety and shall not be discharged, impaired or
        affected by reason of:

        (a)     any time or indulgence which any of the Vendors or RTEH shall
                grant to the Purchaser or Caymanco or any of their relevant
                Affiliates;

        (b)     any legal limitation, disability or incapacity or other
                circumstances relating to the Purchaser or Caymanco or any of
                their relevant Affiliates, or to any amendment or variation of
                any of the terms of this Agreement or any agreement referred to
                herein;


- --------------------------------------------------------------------------------
                                                                         Page 35
<PAGE>

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


        (c)     any defect in the obligations of the Purchaser or Caymanco or
                their Affiliates; or

        (d)     any other matter or circumstance whereby but for this provision
                Kinross would or might be discharged from liability under this
                guarantee.

12.2    RTEH GUARANTEE

        In consideration of the Purchaser and Caymanco agreeing to the
        obligations and restrictions set out in this Agreement, RTEH
        unconditionally and irrevocably guarantees to the Purchaser and Caymanco
        without duplication the due and punctual payment by the Vendors (i) for
        any breach of Warranty given by the Vendors under this Agreement and all
        agreements referred to herein (where the same is settled by the Vendors
        or finally determined by a competent court to which there is no appeal
        or where the Vendors elect not to appeal), (ii) [information omitted]
        (iii) of any amount due by the Vendors under Clause 3.3(b) (together the
        OBLIGATIONS).

        RTEH's obligations pursuant to this Clause shall be a continuing
        guarantee. The Purchaser and Caymanco may make claims and demands of
        RTEH without limit of number, subject to the terms of this Agreement.

        RTEH's obligations pursuant to this Clause shall be in addition to and
        not in substitution for, and shall not be prejudiced by, any rights
        which the Purchaser or Caymanco may have pursuant to any other agreement
        or security which such person may enter into or obtain and the Purchaser
        and Caymanco may enforce its rights against RTEH without first having
        recourse to any such rights or security.

        RTEH shall indemnify each of the Purchaser and Caymanco without
        duplication against all losses, claims, costs, charges and expenses to
        which it may be subject or which it may incur whilst acting in good
        faith under this Agreement and all agreements referred to herein as a
        result of any default by the Vendors in performing the Obligations.

        RTEH's liability to the Purchaser or Caymanco pursuant to this Clause
        shall be as primary obligor and not merely as surety and shall not be
        discharged, impaired or affected by reason of:

        (a)     any time or indulgence which the Purchaser or Caymanco shall
                grant to the Vendors or any member of the Rio Tinto Group;

        (b)     any legal limitation, disability or incapacity or other
                circumstances relating to the Vendors or to any amendment or
                variation of any of the terms of this Agreement and all
                agreements referred to herein;

        (c)     any defect in the obligations of the Vendors; or


- --------------------------------------------------------------------------------
                                                                         Page 36
<PAGE>

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


        (d)     any other matter or circumstance whereby but for this provision
                RTEH would or might be discharged from liability under this
                guarantee.

13.     GROUP SUPPORT AND CESSATION OF INTERESTS
- --------------------------------------------------------------------------------

13.1    GROUP SUPPORT

        Each of the Purchaser and Caymanco agrees that, from Completion, it will
        be responsible for any security bonds or similar arrangements and any
        guarantees, letters of comfort or other support (financial or otherwise)
        provided by the Vendors or any other member of the Rio Tinto Group in
        respect of any liability of the Company, the Subsidiaries and RPM (GROUP
        SUPPORT) and agrees to (i) obtain a full release and discharge of any
        Group Support with effect from Completion which has been notified and
        disclosed to the Purchaser or Caymanco or their agents prior to the date
        of this Agreement and (ii) use their best endeavours to obtain a full
        release and discharge with effect from Completion of any other Group
        Support notified by the Vendors to the Purchaser after Completion as
        soon as practicable after the date of notification. Until such Group
        Support is fully discharged and released, the Purchaser agrees to
        indemnify the Vendors (each in their own right and as trustee for each
        relevant member of the Rio Tinto Group) in respect of any claim, cost,
        expense or liability incurred in respect of any Group Support and must
        provide whatever substitute support is required to effect the necessary
        discharge or withdrawal.

13.2    Without prejudice to the generality of Clause 13.1, the Purchaser,
        Caymanco and the Vendors agree that, with effect from Completion, the
        Vendors and its Affiliates shall cease to have any interest in the Group
        and its operations and businesses. Accordingly, each of the Purchaser,
        Caymanco and the Vendors agree to do all things as may be necessary
        (whether before or after Completion) to ensure that such interests cease
        (including the assignment and novation of the Pre-export Purchase
        Agreement and other contracts not in the ordinary course of business of
        the Group to which any member of the Rio Tinto Group may be a party).

14.     ANNOUNCEMENTS AND CONFIDENTIALITY
- --------------------------------------------------------------------------------

14.1

        (a)     Subject to Clause 14.3, each of the parties undertakes to keep
                confidential all terms of this Agreement and the negotiations
                relating to this Agreement (and such other agreements); and

        (b)     each of the Purchaser, Caymanco and Kinross undertakes to the
                Vendors to keep confidential and not disclose or use (A) prior
                to the Completion Date any information concerning the business
                or the financial or other affairs of the Company, the
                Subsidiaries or RPM (including future plans and targets) and (B)
                after the Completion Date, any information concerning the
                business or the financial or other affairs of the Vendors and
                their Affiliates; and

- --------------------------------------------------------------------------------
                                                                         Page 37
<PAGE>

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


                will not disclose such information or matters to any person
                except:

                (i)     where required by applicable law;

                (ii)    where required by any recognised stock exchange on which
                        any party's shares or the shares of any of its
                        Affiliates are listed (but which is required in the
                        ordinary course of events and not, for example, as a
                        consequence of any public offering of debt, shares or
                        other securities of a party or its Affiliates) or to the
                        extent of the information contained in the announcements
                        referred to in Clause 14.3;

                (iii)   to such of its officers and professional advisers and
                        those of its Affiliates as may be necessary for ordinary
                        business purposes, provided that the parties shall use
                        their best endeavours to ensure all matters disclosed
                        are kept confidential; or

                (iv)    with the prior written consent of the other parties
                        which shall not be unreasonably withheld or delayed; or

                (v)     to the extent permitted under the Shareholders'
                        Agreement.

14.2    If Completion does not take place, the Purchaser, Caymanco and Kinross
        shall and shall procure that their relevant Affiliates shall forthwith:

        (a)     return all written information (including information and data
                in electronic form) of or relating to the Vendors, the Company,
                the Subsidiaries, RPM or the Project provided to the Purchaser,
                Caymanco, their Affiliates or their advisers and agents (the
                CONFIDENTIAL INFORMATION), without keeping any copies thereof;

        (b)     destroy all information, analyses, compilations, notes, studies,
                memoranda or other documents derived from, containing or
                reflecting Confidential Information and expunge the same from
                computer systems to the extent that it is held in electronic
                form;

        (c)     Clauses 14.2(a) and (b) shall not apply to any information
                available from public records or information lawfully acquired
                by the Purchaser or Caymanco otherwise from the Vendors, the
                Company, the Subsidiaries, RPM and their respective employees,
                officers or agents (including information they already possessed
                prior to the date of this Agreement as a result of Kinross's
                indirect shareholding in RPM).

14.3    The parties agree to consult with each other as to the proposed wording
        of any public announcement concerning the sale and purchase of the
        Shares and the terms of this Agreement and, subject to Clause 14.1(ii),
        agree not make and to procure that their respective Affiliates do not
        make any public announcement concerning such matters unless the other
        parties have consented in writing to the form and content of the

- --------------------------------------------------------------------------------
                                                                         Page 38
<PAGE>

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


        announcement, such consent not to be unreasonably withheld.

14.4    Each of the parties acknowledges that any breach of this Clause 14 may
        cause material damage to the other parties and their Affiliates and
        monetary damages may not be a sufficient remedy. Consequently, the
        parties have the right, in addition to any other remedies available at
        law or in equity, to seek injunctive relief against the other parties,
        in respect of any breach of this Clause.

15.     COSTS
- --------------------------------------------------------------------------------

        (a)     Each party must bear its own costs arising out of the
                negotiation, preparation and execution of this Agreement.

        (b)     All stamp duty, registration fees, transfer fees and other
                similar duties, fees and taxes (including fines, penalties,
                interest and fees to the Regulators resulting from the
                submission or non-submission pursuant to Clause 8.3) which may
                be payable or determined to be payable on or in connection with
                this Agreement, the transactions contemplated by this Agreement,
                and any other instruments or document executed under this
                Agreement or contemplated by it and any amendments or waiver of
                or supplement to this Agreement, or any other such instrument or
                document must be borne by the Purchaser.

16.     MERGER
- --------------------------------------------------------------------------------

        The rights and obligations of the parties to this Agreement will not
        merge on the completion of any transaction contemplated by this
        Agreement. They will survive the execution and delivery of any
        assignment or other document entered into for the purpose of
        implementing any such transaction.

17.     ASSIGNMENT
- --------------------------------------------------------------------------------

        The rights and obligations of each party under this Agreement are
        personal. Such rights and obligations cannot be assigned, encumbered or
        otherwise dealt with and no party may attempt, or purport, to do so
        without the prior written consent of all other parties to this
        Agreement.

18.     FURTHER ASSURANCES
- --------------------------------------------------------------------------------

        Each party to this Agreement must at its own expense do all such things
        and execute all such deeds, instruments, transfers or other documents as
        may be reasonably necessary or desirable to give full effect to the
        provisions of this Agreement and the transactions contemplated by it,
        whether before or after the Completion Date.

- --------------------------------------------------------------------------------
                                                                         Page 39
<PAGE>

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


19.     ENTIRE AGREEMENT AND REMEDIES
- --------------------------------------------------------------------------------

19.1    This Agreement constitutes the whole agreement between the parties
        hereto, and it is accepted that there are no promises, terms, conditions
        or obligations expressed or implied other than those expressly set out
        in this Agreement or in the agreements referred to herein or attached
        hereto. Except as expressly provided herein, no oral explanation or oral
        information by any of the parties hereto will alter the meaning or
        interpretation of this Agreement. No modification, alteration, addition,
        change in or supplement to the terms hereof will be binding on a party
        hereto unless executed in writing by all the parties hereto.

19.2    Each of the parties acknowledges that it has not been induced to enter
        into this Agreement by any representation, warranty or undertaking not
        expressly incorporated into it.

19.3    So far as permitted by law and except in the case of fraud, each party
        agrees and acknowledges that its only right and remedy in relation to
        any representation, warranty or undertaking made or given in connection
        with this Agreement shall be for breach of the terms of this Agreement
        to the exclusion of all other rights and remedies (including those in
        tort or arising under statute).

19.4    Each party to this Agreement confirms it has received independent legal
        advice relating to all the matters provided for in this Agreement,
        including the provisions of this Clause, and agrees, having considered
        the terms of this Clause and the Agreement as a whole, that the
        provisions of this Clause are fair and reasonable.

20.     WAIVER
- --------------------------------------------------------------------------------

        No failure to exercise nor any delay in exercising any right, power or
        remedy by a party hereto operates as a waiver. A single or partial
        exercise of any right, power or remedy does not preclude any other or
        further exercise of that or any other right, power or remedy. A waiver
        is not valid or binding on the party granting that waiver unless made in
        writing.

21.     TIME OF THE ESSENCE
- --------------------------------------------------------------------------------

        Time shall be of the essence of this Agreement both as regards any dates
        and periods mentioned and as regards any dates and periods which may be
        substituted for them in accordance with this Agreement or by agreement
        in writing between the parties.



- --------------------------------------------------------------------------------
                                                                         Page 40
<PAGE>

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


22.     EXCLUSION OF THIRD PARTY RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD
        PARTIES) ACT 1999
- --------------------------------------------------------------------------------

        No person who is not a party to this Agreement shall have any right
        under the Contracts (Rights of Third Parties) Act 1999 to enforce any
        term of this Agreement.

23.     INVALIDITY
- --------------------------------------------------------------------------------

        If any term in this Agreement shall be held to be illegal, invalid or
        unenforceable, in whole or in part, under any enactment or rule of law,
        such term or part shall to that extent be deemed not to form part of
        this Agreement but the legality, validity or enforceability of the
        remainder of this Agreement shall continue in force and shall not be
        affected.

24.     NOTICES
- --------------------------------------------------------------------------------

        Any notice, demand, consent or other communication (a NOTICE) given or
        made under this Agreement:

        (a)     must be in writing and signed by a person duly authorised by the
                sender;

        (b)     must either be delivered to the intended recipient by hand or
                fax to the address or fax number below or to the address, or fax
                number last notified by the intended recipient to the sender in
                accordance with this Clause 24:

                (i)     to the Vendors:

                        c/o Rio Tinto plc
                        6 St James's Square
                        London, SW1Y 4LD

                        Attention:  The Legal Advisor

                        Fax:       +44 (0) 207 753 2197

                (ii)    to RTEH:

                        c/o Rio Tinto plc
                        6 St. James's Square
                        London, SW1Y 4LD

                        Attention:  The Legal Advisor

                        Fax:       +44 (0) 207 753 2197


- --------------------------------------------------------------------------------
                                                                         Page 41
<PAGE>

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


                (iii)   to the Purchaser:

                        Suite 5200, Scotia Plaza
                        40 King Street West
                        Toronto
                        Ontario, M5H 3YZ
                        Canada

                        Attention:  Secretary

                        Fax:  + 1 416 363 6622

                (iv)    to Caymanco:

                        Suite 5200, Scotia Plaza
                        40 King Street West
                        Toronto
                        Ontario, M5H 3YZ
                        Canada

                        Attention:  Secretary

                        Fax:  + 1 416 363 6622

                (v)     to Kinross:

                        Suite 5200, Scotia Plaza
                        40 King Street West
                        Toronto
                        Ontario, M5H 3YZ
                        Canada

                        Attention:  Secretary

                        Fax:  + 1 416 363 6622

        (c)     will be taken to be duly given or made:

                (i)     in the case of delivery in person, when delivered during
                        regular business hours or if delivered outside of
                        regular business hours, the next business day;

                (iii)   in the case of fax, on receipt by the sender of a
                        transmission control report from the despatching machine
                        showing the relevant number of pages, the correct
                        destination fax machine number and the result of the
                        transmission as "OK",

- --------------------------------------------------------------------------------
                                                                         Page 42
<PAGE>

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


                        but if the result is that a Notice would be taken to be
                        given or made on a day which is not a business day in
                        the place to which the Notice is sent or is later than
                        4.00pm (local time) it will be taken to have been duly
                        given or made at the commencement of business on the
                        next business day in that place.

25.     APPOINTMENT OF PROCESS AGENT
- --------------------------------------------------------------------------------

        The Purchaser, Caymanco and Kinross each hereby irrevocably appoints HFW
        Nominees Limited (for the attention of Laurence Katz) of Marlow House,
        Lloyds Avenue, London EC3N 3AL, United Kingdom (or any successor firm)
        as its agent for service of legal process in England. If HFW Nominees
        Limited (or any successor firm) ceases to have an address in England,
        the Purchaser, Caymanco and Kinross each irrevocably agree to appoint a
        new process agent acceptable to the Vendors and RTEH and to deliver to
        the Vendors and RTEH within 14 days a copy of a written acceptance of
        appointment by such new process agent.

26.     GOVERNING LAW AND JURISDICTION
- --------------------------------------------------------------------------------

        This Agreement is governed by and interpreted in accordance with the
        laws of England and the parties to this Agreement hereby irrevocably
        agree to submit to the exclusive jurisdiction of the courts of England.

27.     COUNTERPARTS
- --------------------------------------------------------------------------------

        This Agreement may be executed in any number of counterparts and by way
        of fax transmission, all of such counterparts taken together shall
        constitute one and the same instrument.

IN WITNESS whereof this Agreement has been signed on behalf of the parties the
day and year first before written.




- --------------------------------------------------------------------------------
                                                                         Page 43
<PAGE>

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


                                   Schedule 1

<TABLE>
<CAPTION>
DETAILS OF VENDORS, SHARES AND CONSIDERATION
- ------------------------------------------------------------------------------------------------------


VENDORS' NAMES AND        NUMBER OF SHARES    NUMBER OF SHARES   CASH PAYMENT IN     VENDOR
ADDRESSES                 HELD AT DATE OF     TO BE SOLD         US$ DOLLARS         PROPORTIONS
                          AGREEMENT
          (1)                    (2)                 (3)                (4)                (5)
<S>                          <C>                 <C>                <C>                    <C>
Rio Tinto Brazilian          765,657,810         765,657,810        249,552,220            100%
Holdings Limited
6 St James's
Square, London
SW1Y 4LD,
United Kingdom

Rio Tinto Brazilian                   13                  13                  0              0%
Investments
Limited
6 St James's
Square, London
SW1Y 4LD,
United Kingdom

- ------------------------------------------------------------------------------------------------------
TOTALS                       765,657,823         765,657,823       $249,552,220           100%
- ------------------------------------------------------------------------------------------------------
</TABLE>






- --------------------------------------------------------------------------------
                                                                         Page 44
<PAGE>


                                   Schedule 2


WARRANTIES
- --------------------------------------------------------------------------------

1.      CAPACITY OF THE VENDORS

        Each of the Vendors and RTEH warrants in respect of itself only that:

1.1     it is a corporation duly incorporated and validly existing under the
        laws of the place of its incorporation specified in this Agreement;

1.2     it has the power to enter into and perform its obligations under this
        Agreement and to carry out the transactions contemplated by this
        Agreement;

1.3     it has taken all necessary corporate action to authorise the entry into
        and performance of this Agreement and to carry out the transactions
        contemplated by this Agreement; and

1.4     this Agreement is its valid and binding obligation enforceable in
        accordance with its terms, subject to any necessary stamping and
        registration save and except that the enforcement hereof may be limited
        by applicable bankruptcy, insolvency and other laws of general
        application affecting the enforcement of creditors' rights and except
        that equitable remedies such as specific performance and injunction are
        available only in the discretion of a court of competent jurisdiction.

2.      TITLE TO THE SHARES

2.1     The Vendors are the legal and beneficial owners of the Shares set out
        opposite their respective names in Schedule 1 free from all Security
        Interests.

2.2     The Company is the legal and beneficial owner of the entire issued share
        capital of each of the Subsidiaries free from all Security Interests
        (other than (a) one share in the capital of Santo Antonio which is
        legally and beneficially held by Rio Paranoa Participacoes Ltda free
        from all Security Interests and (b) one share in the capital of MOEM
        which is legally and beneficially owned by Santo Antonio free from all
        Security Interests).

2.3     MOEM is the legal and beneficial owner of 26,849 shares in the capital
        of RPM and is the beneficial owner of 3 shares in the capital of RPM, in
        each case, free from all Security Interests.


- --------------------------------------------------------------------------------
                                                                         Page 45
<PAGE>

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


3.      TITLE TO THE NOTES

RTEH    warrants that it is the legal and beneficial owner of the RTEH Notes
        free from all Security Interests.

4.      STATUS OF THE COMPANY

4.1     The Company is a corporation duly incorporated and validly existing
        under the laws of the place of its incorporation specified in this
        Agreement.

4.2     So far as the Vendors are aware, the transaction contemplated under this
        Agreement does not breach any document or agreement which is binding on
        the Company or its assets or any laws which are applicable to it.

5.      INSOLVENCY

5.1     As at the date of this Agreement, no resolution has been passed for the
        winding up of the Company.

5.2     As at the date of this Agreement no resolution has been passed for the
        appointment of an administrator to the Company.

6.      ACCOUNTS

        (a)     The statutory accounts of MOEM for the financial year ended 31
                December 2003 show a true and fair view of the state of affairs
                of MOEM as at 31 December 2003.

        (b)     The management accounts of each of the Company and Santo Antonio
                as at 31 October 2004 present fairly, in all material respects,
                the financial position of the Company and Santo Antonio
                (respectively) as at 31 October 2004.

7.      TAXATION

        So far as the Vendors are aware, all Tax which the Company was required
        to pay prior to the date of this Agreement has been paid and all returns
        which were required to be made by the Company prior to the date of this
        Agreement have, so far as the Vendors are aware, been made within the
        requisite time periods and on a proper basis.

8.      LITIGATION

        As at the date of this Agreement, there are no claims or actions in
        progress nor, so far as the Vendors are aware, pending or threatened
        against the Company.


- --------------------------------------------------------------------------------
                                                                         Page 46
<PAGE>

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


9.      ASSETS

        (a)     The assets included in the statutory accounts of MOEM for
                financial year ended 31 December 2003 are the property of MOEM
                free from any mortgage or charge and are not the subject of any
                leasing, hiring or hire-purchase agreement.

        (b)     The assets included in the management accounts of the Company
                and Santo Antonio in each case as at 31 October 2004 are the
                property of the Company and Santo Antonio (respectively) free
                from any mortgage or charge and are not the subject of any
                leasing, hiring or hire purchase agreement.

10.     LIABILITIES OF THE COMPANY

        Save in respect of the items provided for in the management accounts of
        the Company as at 31 October 2004, the Company has no liabilities.

11.     EMPLOYEES

        As at the date of this Agreement, the Company has no employees and no
        liabilities in relation to the employment or alleged employment of any
        person by the Company.

12.     BROKERS FEES

        No brokers fees are payable by the Company in connection with the
        transactions contemplated in this Agreement.

13.     CONSENTS

        All (if any) governmental consents required by the Vendors or their
        Affiliates in order to implement the shareholding structure set out in
        Schedule 5 have been obtained and all (if any) governmental filings
        required to be made by the Vendors or its Affilates have been made in
        respect of the same.

14.     APPLICATION TO THE SUBSIDIARIES

        Each of the statements in this Schedule 2 (other than the statements in
        paragraphs 1, 2, 3, 6, 9, 10 and 13) would be true and accurate in
        relation to each of the Subsidiaries if for references to the Company
        there were substituted references to that Subsidiary.


- --------------------------------------------------------------------------------
                                                                         Page 47
<PAGE>

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


                                   Schedule 3


WORKING CAPITAL
- --------------------------------------------------------------------------------

PART I

WORKING CAPITAL means, together, 100% of the working capital of the Company and
each of the Subsidiaries and 51% of the working capital of RPM, working capital
in each case being current assets comprising:

o       cash;
o       bank deposits (held on a restricted and unrestricted basis);
o       short-term investments (held on a restricted and unrestricted basis);
o       taxes recoverable;
o       trade bills receivable;
o       ICMS (VAT) recoverable;
o       Pis, Cofins and IPI Credits;
o       loans (current accounts) owed between RPM and other members of the
        Group;
o       debtors and prepayments (made up of the following: judicial deposits,
        income tax recoverable, insurance premiums deferred, mill maintenance
        costs deferred, advances to employees, advances to suppliers, trade
        bills, and miscellaneous other items);
o       stock and process (made up of the following: ore stockpile, process
        concentrate, bullion (unrefined gold) and refined gold);
o       tax credits - provisions for loss

less current liabilities comprising:

o       creditors and accruals (made up of the following: suppliers, social
        contributions, taxes, accrued vacation pay/13th month salary provision,
        civil/administrative/labour liabilities and miscellaneous other items);
o       taxes payable;
o       loans (current accounts) owed between RPM and other members of the
        Group;
o       debenture remuneration payable;
o       principal of short-term loans (owed to both the Vendors or their
        Affiliates and the Purchaser or its Affiliates);
o       interest payable (owed to both the Vendors or their Affiliates and the
        Purchaser or its Affiliates);
o       bank loans; and
o       deferred income and income and social contribution taxes

- --------------------------------------------------------------------------------
                                                                         Page 48
<PAGE>

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


such items as shown in the Completion Accounts.

PREPARATION OF ACCOUNTS, INCLUDING THE COMPLETION ACCOUNTS

The Purchaser shall use all reasonable endeavours to ensure that audited
statutory accounts for the Company, the Subsidiaries and RPM for year ending 31
December 2004 (comprising an audited balance sheet of the Company, an audited
balance sheet of each of the Subsidiaries and an audited balance sheet of RPM,
in each case as at the Completion Date, and an audited profit and loss account
of the Company, an audited profit and loss account of each of the Subsidiaries
and an audited profit and loss account of RPM, in each case in respect of the
period from 1 January 2004 to the Completion Date) are prepared as soon as
practicable after Completion and audited by the Company's Accountants.

The Purchaser shall procure that, at the same time as such audited statutory
accounts are produced, accounts for the Company, each of the Subsidiaries and
RPM (which shall be the audited statutory accounts for such companies (as
referred to above) but with such further adjustments as shall be necessary for
such accounts to be prepared in accordance with the Accounting Policies) are
prepared by the Company's Accountants (the COMPLETION ACCOUNTS).

The Purchaser shall procure that the Company's Accountants deliver (i) to the
Vendors a copy of the Completion Accounts and the statutory accounts for each of
the Company, the Subsidiaries and RPM and (ii) to the Vendors and the Purchaser
a draft statement setting out a calculation of the Working Capital Amount
(WORKING CAPITAL STATEMENT) as soon as practicable but in any event within ten
Business Days after the preparation of the Completion Accounts.

The Working Capital Statement shall be prepared in US dollars. Assets and
liabilities denominated in currencies other than US dollars shall be converted
into US dollars at the mid market closing exchange rate at the Completion Date
as published by Ptax 800 opcao quotacao venda for the Completion Date. The draft
Working Capital Statement shall be prepared on the basis that it relates to the
Company, the Subsidiaries and RPM ignoring the effects of the change in control
or ownership of each of them contemplated by this Agreement or otherwise or any
other effect of this Agreement (including (without limitation) (i) the effects
of any changes in the business of the Company, the Subsidiaries or RPM as
proposed or planned by the Purchaser, [information omitted] RPM on or after the
Completion Date and (ii) the cessation of the Rio Tinto share savings scheme as
regards RPM employees and the bonuses to be paid by RPM to the employees listed
in Part III of Schedule 4 as referred to in Clause 7.1(b)).


- --------------------------------------------------------------------------------
                                                                         Page 49
<PAGE>

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


PARTIES TO AGREE THE WORKING CAPITAL AMOUNT

The Vendors and the Purchaser shall endeavour to finalise and agree the Working
Capital Amount within 30 days of receipt by the Vendors of the Completion
Accounts and draft Working Capital Statement and in any event before 28 February
2005.

If no agreement has been reached within such period, the Purchaser's Accountant
and the Vendors' Accountant shall be instructed to prepare a joint draft Working
Capital Statement, based on the Completion Accounts (with such adjustments as
they may agree), as soon as practicable and in any event within 30 days. The
Vendors' Accountant shall be entitled (during normal business hours) to review
all books, records and papers of the Company, the Subsidiaries and RPM which are
relevant for such purposes (including the working papers of the Company's
Accountants) and to discuss with the Company's Accountants, the Company, the
Subsidiaries, RPM and the Purchaser any matters arising therefrom.

FAILURE TO AGREE THE WORKING CAPITAL AMOUNT

In the event of any dispute or disagreement between the Vendors' Accountant and
the Purchaser's Accountant concerning the Working Capital Amount and/or the form
of the Completion Accounts the Vendors may notify the Purchaser or the Purchaser
may notify the Vendors that they want or it wants an independent chartered
accountant from an internationally recognised firm of accountants in the United
Kingdom (being a firm other than the Company's Accountants, the Purchaser's
Accountant and the Vendors' Accountant) to be appointed to settle the subject of
such dispute or disagreement. Such independent chartered accountant shall be a
person or firm agreed between the Purchaser and the Vendors or, in default of
agreement within 10 Business Days of such notification, an independent chartered
accountant to be appointed by the President (or if he is not available the next
most senior available officer) for the time being of the Institute of Chartered
Accountants in England and Wales on the application of either the Vendors or the
Purchaser (the EXPERT ACCOUNTANT).

The Expert Accountant shall settle the matter the subject of such dispute or
disagreement by stating which draft Working Capital Statement put forward by the
Vendors and the Purchaser (or their respective accountants), in its opinion,
most closely resembles the Working Capital Amount and such draft Working Capital
Statement shall comprise the Working Capital Statement for the purposes of this
Agreement.

If there is a referral to the Expert Accountant, the following provisions shall
apply:

        (a)     the Purchaser (or the Purchaser's Accountant) and the Vendors
                (or the Vendors' Accountant) shall each prepare a written
                statement on the matters in dispute which, together with any
                relevant documents, shall be submitted to the Expert Accountant
                and to the other party;

        (b)     the Expert Accountant shall be entitled:-

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                o       to stipulate the time periods within which the parties
                        shall prepare and submit the written statements referred
                        to in this paragraph (such time period to be at least 14
                        days) and to disregard any written statement not
                        delivered to the Expert Accountant within the time
                        period so stipulated;

                o       to require the Purchaser and the Vendors and their
                        respective accountants to attend one or more meetings
                        and to raise enquiries of them about any matters which
                        the Expert Accountant considers relevant;

                o       in the absence of agreement between the parties, to
                        determine the procedure to be followed in undertaking
                        the expert determination, insofar as the procedure is
                        not set out herein; and

                o       to appoint advisers (including legal advisers) if
                        required;

        (c)     the Purchaser and the Vendors shall use all reasonable
                endeavours to procure that the Expert Accountant is given all
                such assistance and access to documents and other information as
                it may reasonably require in order to make its decision; and

        (d)     the Expert Accountant shall be requested to give its decision on
                matters in dispute, with written reasons therefore, within 60
                days of the date of its appointment.

CAPACITY AND COSTS

In acting pursuant to this clause, the Vendors' Accountant, the Purchaser's
Accountant and the Expert Accountant (if any) shall be treated as acting as
expert and not as arbitrator and the Working Capital Amount as appearing in any
agreed Working Capital Statement or as finally determined by the Expert
Accountant shall be final and binding on the parties save in the event of any
manifest error in which case such error shall be rectified as soon as
practicable.

The Vendors shall be responsible for the charges of the Vendors' Accountant and
the Purchaser shall be responsible for the charges of the Purchaser's Accountant
and the Company's Accountants under this Schedule. The charges of the Expert
Accountant (if any) shall be borne as it shall direct.



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PART II

ACCOUNTING POLICIES

1.       GENERAL

The Completion Accounts shall be prepared on the following basis:

(a)     first, reflecting the specific accounting principles, polices, bases,
        conventions, rules and estimation techniques and adjustments agreed and
        referred to or set out in paragraph 2 below;

(b)     secondly, and subject to paragraph (a) above, adopting the same
        accounting principles policies treatments and categorisations (i) in
        respect of the Completion Accounts for the Company, MOEM and Santo
        Antonio as were used in the preparation of the statutory accounts for
        MOEM for financial year ended 31 December 2003 and (ii) in respect of
        the Completion Accounts for RPM as were used in the preparation of the
        statutory accounts for RPM for financial year ended 31 December 2003, in
        each case as there applied including in relation to the exercise of
        accounting discretion and judgement; and

(c)     thirdly, and subject to paragraphs (a) and (b) above, in accordance with
        Brazilian GAAP.

For the avoidance of doubt, paragraph (a) shall take precedence over paragraphs
(b) and (c) and paragraph (b) shall take precedence over paragraph (c).

2.      SPECIFIC REQUIREMENTS

        (a)     There shall be excluded from the current liabilities in the
                Completion Accounts relating to RPM the principal amount of all
                short term loans provided by the Vendors or their Affiliates or
                the Purchaser or its Affiliates (but not for the avoidance of
                doubt loans between RPM and any other member of the Group) to
                RPM outstanding as at the Completion Date (including the
                principal amount of the RTEH Notes and the equivalent notes
                issued by RPM to the Purchaser or its Affiliates).

        (b)     There shall be excluded from the current liabilities in the
                Completion Accounts relating to RPM the interest accrued but
                unpaid as at Completion on all short term loans provided by the
                Vendors or their Affiliates or the Purchaser or its Affiliates
                (but not for the avoidance of doubt loans between RPM and any
                other member of the Group) to RPM outstanding as at the
                Completion Date (including the interest accrued but unpaid as at
                Completion on the RTEH Notes and the equivalent notes issued by
                RPM to the Purchaser or its Affiliates).


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        (c)     There shall be excluded from the current liabilities in the
                Completion Accounts relating to RPM the interest accrued but
                unpaid as at Completion on all debentures provided by RPM and
                held by the Purchaser or its Affiliates outstanding as at the
                Completion Date.











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                                   Schedule 4


EMPLOYEES
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                             [Information omitted]












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<PAGE>

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                                   Schedule 5


CORPORATE STRUCTURE
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                             [Information omitted]










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                                   Schedule 6


POWERS OF ATTORNEY
- --------------------------------------------------------------------------------







                             [Information omitted]







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<PAGE>

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RIO TINTO BRAZILIAN HOLDINGS LIMITED

By:   (SIGNED) ROGER D. DOWDING


      Name:      ROGER D. DOWDING
               --------------------------------

      Title:     DIRECTOR
               --------------------------------

RIO TINTO BRAZILIAN INVESTMENTS LIMITED

By:   (SIGNED) ROGER D. DOWDING


      Name:      ROGER D. DOWDING
               --------------------------------

      Title:     DIRECTOR
               --------------------------------

RIO TINTO EUROPEAN HOLDINGS LIMITED

By:   (SIGNED) A.V. LAWLESS

      Name:      A.V. LAWLESS
               --------------------------------

      Title:     DIRECTOR
               --------------------------------

TVX PARTICIPACOES LTDA

By:   (SIGNED) JOHN W. IVANY

      Name:      JOHN W. IVANY
               --------------------------------

      Title:     EXECUTED PURSUANT TO
                 POWER OF ATTORNEY
               --------------------------------
AND

By:   (SIGNED) SHELLEY M. RILEY

      Name:      SHELLEY M. RILEY
               --------------------------------

      Title:     EXECUTED PURSUANT TO
                 POWER OF ATTORNEY
               --------------------------------

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CAYMAN PARTICIPACOES INC

By:   (SIGNED) LARS-ERIC JOHANNSON

      Name:      LARS-ERIC JOHANNSON
               --------------------------------

      Title:     VICE PRESIDENT
               --------------------------------

AND

By:   (SIGNED) SHELLEY M. RILEY

      Name:      SHELLEY M. RILEY
               --------------------------------

      Title:     SECRETARY
               --------------------------------

KINROSS GOLD CORPORATION

By:   (SIGNED) JOHN W. IVANY

      Name:      JOHN W. IVANY
               --------------------------------

      Title:     EXECUTIVE VICE-PRESIDENT
               --------------------------------
AND

By:   (SIGNED) SHELLEY M. RILEY

      Name:      SHELLEY M. RILEY
               --------------------------------

      Title:     SECRETARY
               --------------------------------






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                                   Annexure A


MAP OF THE PROJECT AREA
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                                   [TAKEN OUT]










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                                   Annexure B


DUE DILIGENCE DOCUMENTATION
- --------------------------------------------------------------------------------






                             [Information omitted]















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                             [Information omitted]














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                             [Information omitted]











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                                   Annexure C


FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------







                                   [TAKEN OUT]










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</TEXT>
</DOCUMENT>
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