<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>tex99_1-5206.txt
<DESCRIPTION>EX-99.1
<TEXT>
<PAGE>

                                                                               1

     For Ministry Use Only                        Ontario Corporation Number
A L'USAGE EXCLUSIVE DU MINISTERE              NUMERO DE LA COMPAGNIE EN ONTARIO

                                                             1642774
                                                     -----------------

Ministry of                       Ministere des Services
Consumer and                      aux consommateurs
Business Services                 et aux enterprises
CERTIFICATE                       CERTIFICAT
This is to certify that these     Cesi certilie que les presents status
articles are effective on         entrent en vigeur le

JANUARY 01                        JANVIER, 2005

-------------------------------------------------------------------
                       Director / DIRECTRICE
     Business Corporations Act / LOI SUR LES SOCIETES PAR ACTIONS



--------------------------------------------------------------------------------
                            ARTICLES OF AMALGAMATION
                                STATUTS DE FUSION
<TABLE>
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--------------- -------------------------------------------------------------------------------------------------------------
    Form 4      1.   The name of the amalgamated corporation is:  DENOMINATION SOCIALE DE LA COMPAGNIE ISSUE DE LA FUSION
   Business
 Corporations
     Act                                                   KINROSS GOLD CORPORATION



  Formule 4     2.   The address of the registered office is:     ADRESSE DU SIEGE SOCIAL:
  Numero 4
     Loi                                                  52ND FLOOR, 40 KING STREET WEST
   sur les           --------------------------------------------------------------------------------------------------------
  compagnies                        (Street & Number or R.R. Number & if Multi-Office Building give Room No.)
                          (RUE ET NUMERO, OU NUMERO DE LA R.R. ET, S'IL S'AGIT D'UN EDIFICE A BUREAUX, NUMERO DU BUREAU)

                                                             TORONTO, ONTARIO, M5H 3Y2
                     --------------------------------------------------------------------------------------------------------
                                                     (Name of Municipality or Post Office).)
                                                  (NOM DE LA MUNCIPALITE OU DU BUREAU DE POSTE)


                3.   Number (or minimum and maximum               NOMBRE (OU NOMBRES MINIMAL ET MAXIMAL) D'ADMINISTRATEURS:
                     number) of directors is:

                     Minimum of three (3) and a maximum of fifteen (15)

                4.   The director(s) is/are:                   Administrateur(s)                       Resident
                                                                                                       Canadian
                                                                                                       State Yes or No
                First name, initials and surname    Address for service, giving Street & No. or R.R.   RESIDENT
                PRENOM, INITIALES ET NOM DE         No., Municipality and Postal Code.                 CANADIEN
                FAMILLE                             DOMICILE ELU, Y COMPRIS LA RUE ET LE               OUI/NON
                                                    NUMERO, LE NUMERO DE LA R.R. OU LE NOM DE LA
                                                    MUNICIPALITE ET LE CODE POSTAL
                ---------------------------------- -------------------------------------------------- -----------------------
                See Page 1A attached hereto

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<PAGE>
<TABLE>
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<S>                                                                           <C>

                                                                                                          1A

                                                      SCHEDULE

                                                      TO FORM 4

                                             ARTICLES OF AMALGAMATION OF


     4.  The director(s) is/are:                         Administrateur(s)                    Resident
                                                                                              Canadian State
     First Name, Initials and surname   Address for service, giving Street & No. or R.R.      Yes or No
     PRENOM, INITIALES ET NOM DE        No., Municipality and Postal Code.                    RESIDENT
     FAMILLE                            DOMICILE ELU, Y COMPRIS LA RUE ET LE                  CANADIEN
                                        NUMERO, LE NUMERO DE LA R.R. OU LE NOM DE LA          OUI/NON
                                        MUNICIPALITE ET LE CODE POSTAL

     --------------------------------- ----------------------------------------------------- --------------
      John A. Brough                    101 Seaspray Lane, Vero Beach, Florida, USA, 32963    No


      Robert M. Buchan                  181 Teddington Park Avenue, Toronto, Ontario, M4N     Yes
                                        2C7


      Scott A. Caldwell                 452 Drummond Road, Oakville, Ontario, L6J 4L6         Yes


      Arthur H. Ditto                   2051 Rabbit Road, Wickenberg, AZ, USA, 85390          No


      John M. H. Huxley                 214 St. Leonards Avenue, Toronto, Ontario, M4N 1K8    Yes


      John A. Keyes                     10 Windhaven Drive, The Woodlands, TX, USA, 77381     No


      George F. Michals                 R.R. #5, Orangeville, Ontario, L9W 2Z2                Yes


      Rick Hallisey                     30 South Drive, Toronto, Ontario, M4M 1Rl             Yes


      John E. Oliver                    100 Yonge Street, PH1, Toronto, Ontario, M4W 3P5      Yes

</TABLE>

<PAGE>
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                                                                                                                 2



      5.A) The amalgamation agreement has been                    A)   LES ACTIONNAIRES DE CHAQUE COMPAGNIE QUI
           duly adopted by the shareholders of                         FUSIONNE ONT DUMENT ADOPTE LA CONVENTION
           each of the amalgamating corporations as                    DE FUSION CONFORMEMENT AU PARAGRAPHE
           required by subsection 176 (4) of the                       176(4) DE LA LOI SUR LES COMPAGNIES A LA
           Business Corporations Act on the date                       DATE MENTIONNEE CI-DESSOUS.
           set out below.                               [      ]

                                                 CHECK          COCHER
                                                 A OR B         A OU B

                                                        [   X  ]

     B)   The amalgamation has been approved by                   B)   LES ADMINISTRATEURS DE CHAQUE COMPAGNIE
          the directors of each amalgamating                           QUI FUSIONNE ON APPROUVE LA FUSION PAR
          corporation by a resolution as required                      VOIE DE RESOLUTION CONFORMEMENT A
          by section 177 of the BUSINESS CORPORATION                   L'ARTICLE 177 DE LA LOI SUR LES
          ACT on the date set out below.                               COMPANIES A LA DATE MENTIONNEE
                                                                       CI-DESSOUS.  LES STATUS DE FUSION
          The articles of amalgamation in substance                    REPRENNENT ESSENTIELLEMENT LES
          contain the provisions of the articles of                    DISPOSITIONS DES STATUS CONSTITUTIFS DE
          incorporation of

          KINROSS GOLD CORPORATION
      ------------------------------------------------------------------------------------------------------------
          and are more particularly set out in these articles.      ET SONT ENONCES TEXTUELLEMENT AUX PRESENTES
                                                                    STATUTS.

      Names of amalgamating                 Ontario Corporation Number          Date of Adoption / Approval
      corporations                          NUMERO DE LA COMPAGNIE EN           DATE D'ADOPTION OU
      DENOMINATION SOCIALE DES              ONTARIO                             D'APPROBATION
      COMPANIES QUI FUSIONNENT
      ------------------------------------ ----------------------------------- -----------------------------------

      Kinross Gold Corporation              1456671                             December 16, 2004


      TVX Gold Inc.                         1600484                             December 16, 2004

</TABLE>

<PAGE>
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                                                                                                                3

       6.   Restrictions, if any, on business the             LIMITES, S'IL Y A LIEU, IMPOSES AUX ACTIVITES
            corporation may carry on or on powers the         COMMERCIALES OU AUX POUVOIRS DE LA COMPAGNIE.
            corporation exercises.

            None.








       7.   The classes and any maximum number of             CATEGORIES ET NOMBRE MAXIMAL, S'IL Y A LIEU,
            shares that the corporation is authorized         D'ACTIONS QUE LA COMPAGNIE EST AUTORISEE A
            to issue.                                         EMETTRE:


            An unlimited number of Common shares and 311,933 Convertible Preferred Shares.
</TABLE>

<PAGE>
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                                                                                                                4

       8.   Rights, privileges, restrictions and              DROITS, PRIVILEGES, RESTRICTIONS ET
            conditions (if any) attaching to each             CONDITIONS, S'IL Y A LIEU, RATTACHES A CHAQUE
            class of shares and directors authority           CATEGORIE D'ACTIONS ET POUVOIRS DES
            with respect to any class of shares which         ADMINISTRATEURS RELATIFS A CHAQUE CATEGORIE
            may be issued in series:                          D'ACTIONS QUI PEUT ETRE EMISE EN SERIE:

            Please see pages 4A to 4P attached hereto.

</TABLE>

<PAGE>

                                                                              4A

PART 1 - INTERPRETATION

In this Appendix

        (a)     "Act" means the Business Corporations Act (Ontario), or its
                successor, as amended, replaced or re-enacted from time to time;
                and

        (b)     "final distribution" means the distribution of assets of the
                Corporation on any liquidation, dissolution or winding up of the
                Corporation, whether voluntary or involuntary, or other
                distribution of assets of the Corporation among its shareholders
                for the purpose of winding up its affairs.

                This Appendix, as from time to time amended, shall be read
without regard to paragraph headings, which are included for ease of reference
only, and with all changes in gender and number permitted by the context.

PART 2 - COMMON SHARES

                The rights, privileges, restrictions and conditions attaching to
the Common Shares are as follows:

Section 2.1     DIVIDENDS AND DISTRIBUTIONS: Subject to the rights of the
holders of any other class or series of shares of the Corporation, the holders
of the Common Shares are entitled to receive equally, share for share: (i) all
dividends declared by the directors, (ii) all property of the Corporation that
is ever distributed to any of its shareholders (including without limitation on
any final distribution) and (iii) any remaining property of the Corporation on
dissolution.

Section 2.2     VOTES: The holders of the Common shares are entitled to receive
notice of and to attend all meetings of shareholders of the Corporation, except
meetings at which only holders of another specified class or series of shares
are entitled to vote, and are entitled to one vote for each Common Shares held
on all votes taken at such meetings.

PART 3 - PREFERRED SHARES

                The rights, privileges, restrictions and conditions attaching to
the Preferred Shares are as follows:

Section 3.1     DEFINITIONS AND INTERPRETATION:

        (a)     Definitions: Where used in this Part 3, the following words and
                phrases shall, unless there is something in the context
                otherwise inconsistent therewith, have the following meanings,
                respectively:

                (i)     "board of directors" or "directors" means the board of
                        directors of the Corporation or, if duly constituted and
                        empowered, the executive or any other committee of the
                        board of directors of the Corporation for the time
                        being, and reference without further elaboration to
                        action by the directors means either action by the
                        directors of the Corporation as a board or action by any
                        such committee;

<PAGE>

                                                                              4B

                (ii)    "business day" means a day other than a Saturday, a
                        Sunday or any other day that is treated as a holiday for
                        the purpose of legislation in Canada or in the Province
                        or municipality in which the registered office of the
                        Corporation is located;

                (iii)   "certificate of the Corporation" means a written
                        certificate of the Corporation signed on behalf of the
                        Corporation by any two of the officers or directors of
                        the Corporation having knowledge of the matters therein
                        affirmed;

                (iv)    "Common Shares" means the Common Shares which the
                        Corporation is authorized to issue;

                (v)     "Conversion Basis" means, for each Preferred Share
                        converted, 8.2555 Common Shares, subject to adjustment
                        as provided herein;

                (vi)    "Current Market Price" means the average closing price
                        for at least one board lot sale of the Common Shares on
                        any stock exchange on which the Common Shares are listed
                        (and, if the Common Shares are listed on more than one
                        stock exchange, then on the stock exchange specified by
                        the directors for such purpose) for the 30 consecutive
                        Trading Days commencing 45 Trading Days before the date
                        for determining the Current Market Price;

                (vii)   "Dividend Payment Date" means the first day of each of
                        January, April, July and October in each year;

                (viii)  "Dividend Quarter" means the period from but excluding a
                        Dividend Payment Date to and including the next
                        succeeding Dividend Payment Date;

                (ix)    "holder" means a person or, in the case of joint
                        holders, the persons, recorded on the securities
                        register of the Corporation as being the registered
                        holder or holders of one or more Preferred Shares;

                (x)     "Initial Retraction Date" means March 31, 1998;

                (xi)    "ranking as to the return of capital" means ranking with
                        respect to the distribution of assets, in the event of
                        the liquidation, dissolution or winding-up of the
                        Corporation, or other distribution of assets of the
                        Corporation among its shareholders for the purpose of
                        winding up its affairs, whether voluntary or
                        involuntary, including a final distribution; and
                        "ranking as to the payment of dividends" means ranking
                        with respect to the payment of dividends by the
                        Corporation on its shares; for greater certainty,
                        references herein to "ranking on a parity with" do not
                        mean or include "ranking prior to";

                (xii)   "Trading Day" means any day on which any stock exchange
                        on which the Common Shares are listed is open for
                        trading, provided that if the Common Shares are listed
                        on more than one stock exchange on any day

<PAGE>

                                                                              4C

                        which is intended to be a Trading Day for the purposes
                        hereof. "Trading Day" shall mean any day that the stock
                        exchange on which the Common Shares are listed, as shall
                        be specified for such purpose by the directors, is open
                        for trading; and

                (xiii)  "Transfer Agent" means such person, firm or corporation
                        as the Corporation may, from time to time, appoint as
                        the transfer agent of the Preferred Share at such
                        locations as the Corporation may, from time to time,
                        approve.

        (b)     BUSINESS DAY: In the event the date on which or by which any
                action is required to be taken by the Corporation or any holder
                of Preferred Shares is not a business day, then such action
                shall be required or permitted to be taken on or by the next
                succeeding date that is a business day.

        (c)     Notice:

                (i)     NOTICE: Any notice (which term includes any
                        communication or document) required or permitted to be
                        given, sent, delivered or otherwise served to or upon a
                        holder of Preferred Share pursuant to this Part 3 shall,
                        unless some other means is specifically required, be
                        sufficiently given, sent, delivered or otherwise served
                        if given, sent, delivered or served by prepaid mail and
                        shall be deemed to be given, sent, delivered, served and
                        received, if sent by prepaid mail, on the date of
                        mailing thereof.

                (ii)    POSTAL DISRUPTION: If there exists any actual or
                        apprehended disruption of mail services in any province
                        of Canada in which there are holders of Preferred Shares
                        whose addresses appear on the books of the Corporation
                        to be in such province, notice may (but need not) be
                        given to the holders in such province by means of
                        publication once in each of two successive weeks in a
                        newspaper of general circulation published in the
                        capital city of such province, or if the Corporation or
                        the Transfer Agent maintains a register or branch
                        register of transfers for the Preferred Shares in such
                        province, then in the city of such province where any
                        such register is maintained. Notice given by publication
                        shall be deemed for all purposes to be proper notice and
                        to have been given on the day on which the first
                        publication is completed in any city in which notice is
                        published.

                (iii)   ACCIDENT OMISSION: Accidental failure or omission to
                        give notice to one or more holders of Preferred Shares
                        in any circumstance where notice is required to be given
                        hereunder shall not affect the validity of the action,
                        event or circumstance so concerned, but upon such
                        failure or omission being discovered notice shall be
                        given forthwith to such holder or holders and shall have
                        the same force and effect as if given in due time.

<PAGE>

                                                                              4D

Section 3.2     CONVERSION PRIVILEGE

        (a)     RIGHT TO CONVERT: The holders of Preferred Shares shall have the
                right (the "Conversion Right") exercisable at any time, to
                convert all or any part of their Preferred Shares into Common
                Shares on the Conversion Basis.

        (b)     EXERCISE OF CONVERSION RIGHT: Any holder of Preferred Shares
                desiring to exercise the Conversion Right shall complete the
                conversion panel, if any, on the reverse of the certificate or
                certificates representing the Preferred Shares which such holder
                desires to convert (or such other document as may be provided by
                or on behalf of the Corporation for such purpose), specifying
                the number of Preferred Shares to be converted, and shall
                present and surrender to the Corporation at its registered
                office the certificate or certificates representing the
                Preferred Shares to be converted, naming the persons in whose
                name the Common Shares are to be registered, and stating the
                number of Common Shares to be issued to each. If any of the
                Common Shares are to be issued to persons other than the holder
                of such Preferred Shares, all other conditions precedent to the
                Corporation's duty to register a transfer of shares shall also
                be satisfied. On the date of such delivery and if such
                conditions are satisfied, each person in whose name the Common
                Shares are to be issued as designated in the notice shall be
                deemed for all purposes the holder of fully paid Common Shares
                in the number designated in such notice (not exceeding in
                aggregate as among such persons the total number of Common
                Shares resulting from the conversion) and such persons shall be
                entitled to delivery by the Corporation of certificates
                representing their Common Shares promptly after such date. If
                less than all of the Preferred Shares represented by any
                certificate are converted, the Corporation shall issue a new
                certificate for the balance without charge.

        (c)     ADJUSTMENT FOR ACCRUED DIVIDENDS: Upon the conversion of any
                Preferred Shares into Common Shares there shall be payment or
                adjustment by the Corporation on account of any dividends
                accrued but unpaid on the Preferred Shares.

        (d)     ADJUSTMENT OF CONVERSION PRIVILEGE: The Conversion Basis shall
                be subject to adjustment from time to time in accordance with
                the following provisions:

                (i)     STOCK DIVIDENDS, SUBDIVISIONS AND CONSOLIDATIONS BY
                        CORPORATION: If the Corporation shall:

                        (A)     issue Common Shares or securities exchangeable
                                for or convertible into Common Shares without
                                further payment pursuant to a stock dividend to
                                all or substantially all of the holders of
                                Common Shares;

                        (B)     make a distribution on its issued and
                                outstanding Common Shares payable in Common
                                Shares or securities exchangeable for or
                                convertible into Common Shares without further
                                payment;

<PAGE>

                                                                              4E

                        (C)     subdivide its issued and outstanding Common
                                Shares into a greater number of Common Shares;
                                or

                        (D)     consolidate its issued and outstanding Common
                                Shares into a smaller number of Common Shares;

                        (any such event being called a "Common Share
                        Reorganization"), the Conversion Basis then in effect
                        shall be adjusted effective immediately after the record
                        date on which the holders of Common Shares are
                        determined for the purposes of the Common Share
                        Reorganization to the Conversion Basis determined by
                        multiplying the Conversion Basis then in effect by the
                        fraction, the numerator of which shall be the number of
                        Common Shares which will be issued and outstanding after
                        the completion of such Common Share Reorganization,
                        including in the case where securities exchangeable for
                        or convertible into Common Shares are distributed, the
                        number of Common Shares that would be issued and
                        outstanding had all of such securities been exchanged
                        for or converted into Common Shares on such record date
                        and the denominator of which shall be the number of
                        Common Shares issued and outstanding on such record
                        date.

                (ii)    RIGHTS OFFERINGS BY CORPORATION: If the Corporation
                        shall distribute rights, options or warrants exercisable
                        within a period of 45 days after the record date for
                        such distribution to subscribe for or purchase Common
                        Shares or securities exchangeable for or convertible
                        into Common Shares at a price per Common Share or at an
                        exchange or conversion value per Common Share in the
                        case of securities exchangeable for or convertible into
                        Common Shares equal to or less than 90% of the Current
                        Market Price for the Common Shares determined as of the
                        record date for such distribution, to all or
                        substantially all of the holders of Common Shares (any
                        such event being called a "Rights Offering"), the
                        Conversion Basis then in effect shall be adjusted
                        effective immediately after the record date on which
                        holders of Common Shares are determined for purposes of
                        the Rights Offering to the Conversion Basis determined
                        by multiplying:

                        (A)     the Conversion Basis in effect on such record
                                date by;

                        (B)     the fraction

                                (I)     the numerator of which shall be the
                                        aggregate of

                                        (1)     the number of Common Shares
                                                issued and outstanding on such
                                                record date, and

                                        (2)     the number of Common Shares
                                                offered pursuant to the Rights
                                                Offering or the maximum number
                                                of Common Shares for or into
                                                which the securities so offered
                                                pursuant to the Rights Offering
                                                may be exchanged or converted,
                                                as the case may be, and

<PAGE>

                                                                              4F

                                (II)    the denominator of which shall be the
                                        aggregate of

                                        (1)     the number of Common Shares
                                                issued and outstanding on such
                                                record date, and

                                        (2)     the number determined by
                                                dividing either

                                                (x)     the product of

                                                        1.    the number of
                                                              Common Shares so
                                                              offered, and

                                                        2.    the price at which
                                                              each one of such
                                                              Common Shares is
                                                              offered, or

                                                (y)     the product of

                                                        1.    the maximum number
                                                              of Common Shares
                                                              for or into which
                                                              the securities so
                                                              offered pursuant
                                                              to the Rights
                                                              Offering may be
                                                              exchanged or
                                                              converted, and

                                                        2.    the exchange or
                                                              conversion value
                                                              of each one of
                                                              such securities so
                                                              offered,

                        as the case may be, by the Current Market Price for the
                        Common Shares determined as of such record date. To the
                        extent that such options, rights or warrants are not
                        exercised prior to the expiry date thereof, the
                        Conversion Basis shall be re-adjusted effective
                        immediately after such expiry date to the Conversion
                        Basis which would then have been in effect based upon
                        the number of Common Shares or securities exchangeable
                        for or convertible into Common Shares actually issued on
                        the exercise of such options, rights or warrants.

                (iii)   SPECIAL DISTRIBUTIONS BY CORPORATION: If the Corporation
                        shall distribute to all or substantially all of the
                        holders of Common Shares:

                        (A)     shares of any class other than Common Shares;

                        (B)     rights, options or warrants, other than rights,
                                options or warrants referred to in paragraph
                                3.2(d)(ii) hereof and other than rights, options
                                or warrants exercisable within a period of 45
                                days after the record date for such distribution
                                to subscribe for or purchase Common Shares or
                                securities exchangeable for or convertible into
                                Common Shares at a price per Common Share or at
                                an exchange or conversion value per Common Share
                                greater than 90% of the Current Market Price for
                                the Common Shares determined as of the record
                                date for such distribution;

<PAGE>

                                                                              4G

                        (C)     evidences of indebtedness; or

                        (D)     any other assets, excluding Common Shares issued
                                by way of stock dividends and cash dividends
                                paid out of earnings including the value of any
                                shares or other property distributed in lieu of
                                such cash dividends at the option of
                                shareholders; and

                        such issue or distribution does not constitute a Common
                        Share Reorganization or a Rights Offering (any such
                        event being called a "Special Distribution"), the
                        Conversion Basis then in effect shall be adjusted
                        effective immediately after the record date on which the
                        holders of Common Shares are determined for the purpose
                        of the Special Distribution to the Conversion Basis
                        determined by multiplying the Conversion Basis in effect
                        on the record date of the Special Distribution by:

                        (E)     the fraction

                                (I)     the numerator of which shall be the
                                        number of Common Shares issued and
                                        outstanding on such record date
                                        multiplied by the Current Market Price
                                        for the Common Shares determined as of
                                        such record date, and

                                (II)    the denominator of which shall be the
                                        difference between

                                        (1)     the product of

                                                (x)     the number of Common
                                                        Shares issued and
                                                        outstanding on such
                                                        record date, and

                                                (y)     the Current Market Price
                                                        for the Common Shares
                                                        determined as of such
                                                        record date, and

                                        (2)     the fair value, as determined by
                                                the directors of the
                                                Corporation, whose determination
                                                shall be conclusive, to the
                                                holders of Common Shares of the
                                                shares, rights, options,
                                                warrants, evidences of
                                                indebtedness or other assets
                                                issued or distributed in the
                                                Special Distribution.

                (iv)    OTHER REORGANIZATION BY CORPORATION: If and whenever
                        there is a capital reorganization of the Corporation not
                        otherwise provided for in this subsection 3.2(d) or a
                        consolidation, merger or amalgamation of the Corporation
                        with or into another body corporate (any such event
                        being called a "Capital Reorganization"), any holder of
                        Preferred Shares who exercises the Conversion Right
                        after the effective date of such Capital Reorganization
                        shall be entitled to receive and shall accept, upon the
                        exercise of such right, in lieu of the number of Common
                        Shares to which such holder was theretofore entitled on
                        conversion, the aggregate number
<PAGE>

                                                                              4H

                        of shares or other securities of the Corporation or of
                        the body corporate resulting from the Capital
                        Reorganization that such holder would have been entitled
                        to receive as a result of such Capital Reorganization
                        if, on the effective date thereof, such holder had been
                        the registered holder of the number of Common Shares to
                        which such holder was theretofore entitled upon
                        conversion, subject to adjustment thereafter in
                        accordance with provisions the same, as nearly as may be
                        possible, as those contained in paragraphs (i), (ii) and
                        (iii) of this subsection 3.2(d); provided that no such
                        Capital Reorganization shall be made effective unless
                        all necessary steps shall have been taken so that the
                        holders of Preferred Shares shall thereafter be entitled
                        to receive such number of such shares or other
                        securities of the Corporation or of the body corporate
                        resulting from the Capital Reorganization.

                (v)     RECLASSIFICATION BY CORPORATION: If the Corporation
                        shall reclassify the issued and outstanding Common
                        Shares (such event being called a "Reclassification"),
                        the Conversion Basis shall be adjusted effective
                        immediately after the record date of such
                        Reclassification so that holders of Preferred Shares who
                        exercise the Conversion Right thereafter shall be
                        entitled to receive the shares that such holders would
                        have received had such Preferred Shares been converted
                        immediately prior to such record date, subject to
                        adjustment thereafter in accordance with provisions the
                        same, as nearly as may be possible, as those contained
                        in paragraphs (i), (ii) and (iii) of this subsection
                        3.2(d).

                (vi)    PRICE ADJUSTMENT RULES: The following rules and
                        procedures shall be applicable to adjustments of the
                        Conversion Basis made pursuant to this subsection
                        3.2(d):

                        (A)     No adjustment in the Conversion Basis shall be
                                made in respect of any event described in this
                                subsection 3.2(d) if the holders of the
                                Preferred Shares are entitled to participate in
                                such event on the same terms mutatis mutandis as
                                if such holders had converted their Preferred
                                Shares prior to or on the effective date or
                                record date of such event, provided that any
                                such participation shall be subject to the prior
                                approval of The Toronto Stock Exchange if any
                                equity securities of the Corporation are on the
                                effective date or record date or were at any
                                time during the six month period preceding such
                                date listed on The Toronto Stock Exchange with
                                the exception that such prior written consent is
                                not necessary if any equity securities of the
                                Corporation ceased to be listed on The Toronto
                                Stock Exchange during the six month period
                                preceding such date by reason of all of any
                                securities of the Corporation having been
                                acquired by the Corporation or other party.

                        (B)     No adjustment in the Conversion Basis shall be
                                made pursuant to this subsection 3.2(d) in
                                respect of the issue from time to time of Common
                                Shares to holders of Common Shares who exercise

<PAGE>

                                                                              4I

                                an option to receive substantially equivalent
                                dividends in Common Shares or securities
                                exchangeable for or convertible into Common
                                Shares in lieu of receiving cash dividends, and
                                any such issue shall be deemed not to be a
                                Common Share Reorganization.

                        (C)     No adjustment in the Conversion Basis shall be
                                made if such adjustment would result in a
                                decrease below the applicable unadjusted
                                Conversion Basis other than in respect of a
                                consolidation of the issued and outstanding
                                Common Shares into a smaller number of Common
                                Shares.

                        (D)     Forthwith after any adjustment in the Conversion
                                Basis pursuant to this subsection 3.2(d) the
                                Corporation shall file with the Transfer Agent a
                                certificate of the Corporation certifying as to
                                the particulars of such adjustment and, in
                                reasonable detail, the event requiring and the
                                manner of determining such adjustment. The
                                Corporation shall also at such time give written
                                notice to the holders of Preferred Shares of the
                                Conversion Basis following such adjustment.

                (e)     DISPUTES: If any question arises with respect to the
                        number of Common Shares to be issued on any exercise of
                        the Conversion Right, it shall be conclusively
                        determined by the auditors of the Corporation or if they
                        are unable or unwilling to act, by such other firm of
                        independent chartered accountants as may be selected by
                        the directors of the Corporation and such determination
                        shall bind the Corporation and all shareholders of the
                        Corporation.

                (f)     NO FRACTIONS: In any case where a fraction of a Common
                        Share would otherwise be issuable on the conversion of
                        one or more Preferred Shares, the number of Common
                        Shares to be issued to a holder on conversion of
                        Preferred Shares into Common Shares shall be rounded
                        down to the nearest whole number of Common Shares so
                        that no fractional shares are issuable.

Section 3.3     DIVIDENDS:

                (a)     PAYMENT OF DIVIDENDS: The holders of Preferred Shares
                        shall be entitled to receive, and the Corporation shall
                        pay thereon, as and when declared by the directors of
                        the Corporation, out of monies of the Corporation
                        properly applicable to the payment of dividends, fixed,
                        cumulative, preferential cash dividends at an annual
                        rate of $0.80 per share per annum, payable in equal
                        quarterly instalments on each Dividend Payment Date.
                        Subject as hereinafter provided, dividends on
                        outstanding Preferred Shares shall accrue from day to
                        day from the date of issue; provided that all Preferred
                        Shares validly issued and outstanding on any record date
                        for a dividend shall, regardless of their respective
                        dates of issue be entitled to rank equally without
                        distinction with respect to the amount of any dividend
                        declared payable to holders of record thereon on any
                        date following any of the

<PAGE>

                                                                              4J

                        respective dates of issue, with the intent that all
                        holders of outstanding Preferred Shares on any record
                        date for any dividend shall be entitled to receive the
                        same amount of dividends per share. The holders of
                        Preferred Shares shall not be entitled to any dividends
                        other than or in excess of the fixed, cumulative,
                        preferential cash dividends provided for herein.

                (b)     DIVIDENDS FOR A PARTIAL QUARTER: The amount of the
                        dividend or amount calculated by reference to the
                        dividend for any period which is less than a Dividend
                        Quarter with respect to any Preferred Share:

                        (i)     which is redeemed or purchased during such
                                Dividend Quarter; or

                        (ii)    where assets of the Corporations are distributed
                                to the holders of Preferred Shares pursuant to
                                section 3.8 hereof during such Dividend Quarter;

                        shall be equal to the amount (rounded to the nearest
                        1/10th of one cent) calculated by multiplying $0.20 by a
                        fraction of which the numerator is the number of days in
                        such Dividend Quarter that such Preferred Share has been
                        outstanding (excluding the Dividend Payment Date at the
                        beginning of such Dividend Quarter if such Preferred
                        Share was outstanding on that date and including the
                        date of redemption, purchase or distribution or the
                        Dividend Payment Date at the end of such Dividend
                        Quarter if such Preferred Share was outstanding on that
                        date) and the denominator is the number of days in such
                        Dividend Quarter (excluding the Dividend Payment Date at
                        the beginning thereof and including the Dividend Payment
                        Date at the end thereof).

                (c)     METHOD OF PAYMENT: Cheques payable in lawful money of
                        Canada at par at any branch in Canada of the bank of the
                        Corporation for the time being shall be issued in
                        respect of dividends paid on the Preferred Shares (less
                        any tax required to be deducted or withheld by or on
                        behalf of the Corporation). The mailing on or before any
                        Dividend Payment Date of such a cheque, payable on such
                        Dividend Payment Date, to a holder of Preferred Shares
                        shall be deemed to be payment of the dividends
                        represented thereby unless the cheque is not paid upon
                        presentation. Dividends which are represented by a
                        cheque which has not been presented to the drawee for
                        payment or which otherwise remain unclaimed for a period
                        of six years from the date on which such dividends were
                        declared payable shall be forfeited to the Corporation.

                (d)     CUMULATIVE PAYMENT OF DIVIDENDS: If on any Dividend
                        Payment Date the dividends accrued to such date are not
                        paid in full on all of the Preferred Shares then
                        outstanding, such dividend, or the unpaid part thereof,
                        shall be paid on a subsequent date or dates determined
                        by the directors on which the Corporation shall have
                        sufficient monies properly applicable to the payment of
                        such dividends.

<PAGE>

                                                                              4K

Section 3.4     REDEMPTION:

        (a)     OPTIONAL REDEMPTION: Subject to the provisions of the Act, these
                articles and the provisions of this section 3.4 and of section
                3.7 hereof, the Corporation may, upon giving notice as
                hereinafter provided, redeem at any time all or from time to
                time any part of the then outstanding Preferred Shares, on
                payment for each Preferred Share of $10.00 together with the
                amount equal to all dividends, if any, accrued and unpaid
                thereon, whether or not declared, up to and including the date
                specified for redemption (the whole amount constituting and
                being hereinafter referred to as the "Redemption Price").

        (b)     PARTIAL REDEMPTION: In case a part only of the Preferred Shares
                are at any time to be redeemed, the Preferred Shares so to be
                redeemed shall be selected by lot or, if the directors of the
                Corporation so determine, on a pro rata basis, disregarding
                fractions, according to the number of Preferred Shares held by
                each holder thereof. If a part only of the Preferred Shares
                represented by any certificate shall be redeemed, a new
                certificate representing the balance of such Preferred Shares
                shall be issued to the holder at the expense of the Corporation.

        (c)     METHOD OF REDEMPTION: In any case of redemption of Preferred
                Shares, the Corporation shall, not less than 30 nor more than 60
                days before the date specified for redemption, send to each
                holder of Preferred Shares to be redeemed notice of the
                intention of the Corporation to redeem such Preferred Shares.
                Such notice shall set out the number of Preferred Shares held by
                the holder which are to be redeemed, the Redemption Price, the
                date specified for redemption, and the place within Canada at
                which holders of Preferred Shares may present and surrender such
                Preferred Shares for redemption. On and after the date specified
                for redemption, the Corporation shall pay or cause to be paid to
                or to the order of the holders of the Preferred Shares to be
                redeemed the Redemption Price for each Preferred Share to be
                redeemed on presentation and surrender, at the registered office
                of the Corporation or any other place within Canada specified in
                the notice of redemption, of the certificate or certificates
                representing the Preferred Shares called for redemption. Payment
                in respect of Preferred Shares being redeemed shall be made by
                cheques payable in lawful money of Canada at par at any branch
                in Canada of the Corporation's bankers for the time being. The
                Corporation shall have the right at any time after the giving of
                notice of redemption to deposit the aggregate Redemption Price
                of the Preferred Shares called for redemption or of such of the
                Preferred Shares which are represented by certificates which
                have not at the date of such deposit been surrendered by the
                holders thereof in connection with such redemption, to a special
                account in any chartered bank or any trust company in Canada
                named in such notice or in a subsequent notice to the holders of
                the Preferred Shares in respect of which the deposit is made, to
                be paid without interest to or to the order of the respective
                holders of Preferred Shares called for redemption upon

<PAGE>

                                                                              4L

                presentation and surrender to such bank or trust company of the
                certificates representing such Preferred Shares. Upon such
                deposit being made or upon the date specified for redemption,
                whichever is the later, the Preferred Shares in respect of which
                such deposit shall have been made shall be and be deemed to be
                redeemed and the rights of the holders thereof shall be limited
                to receiving, without interest, their proportionate part of the
                amount so deposited upon presentation and surrender of the
                certificate or certificates representing their Preferred Shares
                being redeemed. Any interest on any such deposit shall belong to
                the Corporation. From and after the date specified for
                redemption in any notice of redemption, the Preferred Shares
                called for redemption shall cease to be entitled to dividends
                and to participate in the assets of the Corporation and the
                holders thereof shall not be entitled to exercise any of their
                other rights as holders in respect thereof unless payment of the
                Redemption Price shall not be made upon presentation and
                surrender of the certificates in accordance with this subsection
                3.4(c), in which case the rights of the holders thereof shall
                remain unaffected. Redemption monies which are represented by a
                cheque which has not been presented to the drawee for payment or
                which otherwise remain unclaimed (including monies held on
                deposit in a special account as provided for above) for a period
                of six years from the date specified for redemption shall be
                forfeited to the Corporation. Holders of Preferred Shares
                receiving a notice of redemption may, if so desired, exercise
                the Conversion Right in respect of the Preferred Shares to be
                redeemed at any time prior to the date fixed for redemption of
                such Preferred Shares unless payment of the Redemption Price
                shall not be made upon presentation and surrender of the
                certificates in accordance with this subsection 3.4(c), in which
                case the rights of the holders shall remain unaffected.

Section 3.5     RETRACTION:

        (a)     RIGHT TO RETRACT: Holders of Preferred Shares shall be entitled
                at any time on or after the Initial Retraction Date, upon giving
                notice as provided in subsection 3.5(b) hereof, to require the
                Corporation to redeem at any time the whole or from time to time
                any part of the Preferred Shares then outstanding and registered
                in the name of such holder on the books of the Corporation for
                the amount of $10.00 for each Preferred Share to be redeemed
                plus all accrued but unpaid dividends thereon, whether or not
                declared, up to and including the date specified for redemption
                and, upon receiving such notice in accordance with the
                provisions of subsection 3.5(b) hereof and subject to the
                provisions of the Act and section 3.5 hereof, the Corporation
                shall thereafter redeem such Preferred Shares in accordance with
                the provisions of this section 3.5.

        (b)     MECHANICS OF RETRACTION: A holder of Preferred Shares who
                desires to exercise the right of retraction provided for in
                subsection 3.5(a) hereof in respect of any Preferred Shares then
                outstanding and registered in the name of such holder on the
                books of the Corporation shall, at least five

<PAGE>

                                                                              4M

                days before the date specified for redemption, tender to the
                Corporation at the registered office of the Corporation a notice
                in writing that the holder requires the Corporation to redeem
                all or part of the Preferred Shares registered on the books of
                the Corporation in the name of such holder. Such notice shall
                set out the date on which redemption is to take place and, if
                part only of the Preferred Shares held by such person is to be
                redeemed, the number of Preferred Shares of such holder to be
                redeemed, shall be signed by the person registered on the books
                of the Corporation as the holder of the Preferred Shares in
                respect of which the right of retraction is being exercised and
                shall be accompanied by the certificate or certificates
                representing the Preferred Shares tendered for redemption. On or
                before the date specified in the notice of retraction the
                Corporation shall pay or cause to be paid to or to the order of
                the registered holder of the Preferred Shares tendered for
                redemption the redemption price of the Preferred Shares tendered
                for redemption. Such payment shall be made by cheque payable at
                par at any branch in Canada of the bank of the Corporation for
                the time being and shall be mailed in a prepaid envelope
                addressed to such person at the address as it appears in the
                notice of retraction or, failing an address so appearing, at the
                address as it appears on the books of the Corporation or, in the
                event of the address of the holder not appearing on the books of
                the Corporation, then to the last known address of such holder.
                Such Preferred Shares shall thereupon be redeemed. If a part
                only of the Preferred Shares represented by any certificate are
                to be redeemed, a new certificate for the balance of such
                Preferred Shares shall be issued at the expense of the
                Corporation. From and after the date specified in the notice a
                holder of Preferred Shares tendered for redemption shall cease
                to be entitled to receive dividends declared on the Preferred
                Shares and shall not be entitled to exercise any of the rights
                of holders of Preferred Shares unless payment of the redemption
                price shall not be made in accordance with the provisions
                hereof, in which case the rights of the holder shall remain
                unaffected. Money which is represented by a cheque which has not
                been presented for payment for a period of six years from the
                date specified in the notice shall be forfeited to the
                Corporation.

        (c)     PRO RATA RETRACTION: In the event that the Corporation is unable
                to redeem all of the Preferred Shares tendered for redemption
                pursuant to this section 3.5, the Preferred Shares to be
                redeemed shall be selected on a pro rata basis disregarding
                fractions.

Section 3.6     PURCHASE FOR CANCELLATION:

        (a)     RIGHT TO PURCHASE: Subject to the provisions of the Act, these
                articles and to the provisions of section 3.7 hereof, the
                Corporation may at any time or from time to time purchase for
                cancellation all or any part of the outstanding Preferred Shares
                at any price by invitation for tenders addressed to all of the
                holders of Preferred Shares then outstanding or in any other
                manner provided that the price for each Preferred Share so

<PAGE>

                                                                              4N

                purchased for cancellation shall not exceed the Redemption Price
                plus costs of purchase.

        (b)     PRO RATA PURCHASE: If, in response to an invitation for tenders
                under the provisions of this section 3.6, more Preferred Shares
                are tendered at a price or prices acceptable to the Corporation
                than the Corporation is prepared to purchase, then the Preferred
                Shares to be purchased by the Corporation shall be purchased to
                the next lowest whole share as nearly as may be pro rata
                according to the number of Preferred Shares tendered by each
                holder who submits a tender to the Corporation or as otherwise
                may be required by applicable law, provided that when Preferred
                Shares are tendered at different prices, the pro rating shall be
                effected only with respect to Preferred Shares tendered at the
                price at which more Preferred Shares are tendered than the
                Corporation is prepared to purchase after the Corporation has
                purchased all of the Preferred Shares tendered at lower prices.

Section 3.7     Restrictions on Dividends and Retirement and Issue of Shares: So
long as any of Preferred Shares are outstanding, the Corporation shall not,
without the prior approval of the holders of the Preferred Shares given as
specified in section 3.10 hereof:

        (a)     declare, pay or set apart for payment any dividend on the Common
                Shares or any other shares of the Corporation ranking as to the
                payment of dividends junior to the Preferred Shares (other than
                stock dividends in shares of the Corporation ranking as to
                dividends junior to the Preferred Shares);

        (b)     redeem, purchase for cancellation or otherwise retire or make
                any capital distribution on or in respect of any Common Shares
                or other shares ranking as to the return of capital junior to
                the Preferred Shares (except out of the net cash proceeds of a
                substantially concurrent issue of shares ranking as to capital
                junior to the Preferred Shares); or

        (c)     redeem, purchase for cancellation or otherwise retire less than
                all of the Preferred Shares;

        unless:

                (i)     all dividends then payable on the Preferred Shares then
                        outstanding and on other shares of the Corporation
                        ranking as to the payment of dividends on a parity with
                        the Preferred Shares shall have been declared and paid
                        or monies set apart for payment; and

                (ii)    after giving effect to the payment of such dividend or
                        such redemption, purchase, retirement or capital
                        distribution, the realizable value of the assets of the
                        Corporation would not be less than the sum of the
                        liabilities of the Corporation plus the amount that
                        would be required to give effect to the rights of
                        holders of shares (other than the Preferred Shares) that
                        have a right to be paid,

<PAGE>

                                                                              4O

                        on redemption or liquidation, rateably with or prior to
                        holders of Preferred Shares plus the amount required to
                        redeem all of the then outstanding Preferred Shares, all
                        calculated at the date of such redemption, purchase or
                        capital distribution, as the case may be, in accordance
                        with the then applicable provisions of the Act.

Section 3.8     LIQUIDATION, DISSOLUTION OR WINDING UP: In the event of the
liquidation, dissolution or winding-up of the Corporation or other distribution
of the assets of the Corporation among its shareholders for the purpose of
winding up its affairs, including a final distribution, the holders of Preferred
Shares shall be entitled to receive from the assets of the Corporation an amount
equal to $10.00 for each Preferred Share together with the amount equal to all
accrued but unpaid dividends thereon, whether declared or not, before any amount
shall be paid by the Corporation or any assets of the Corporation shall be
distributed to holders of Common Shares or other shares of the Corporation
ranking as to the return of capital junior to the Preferred Shares. After
payment to the holders of Preferred Shares of the amounts so payable to them,
such holders shall not be entitled to share in any further payment in respect of
the distribution of the assets of the Corporation.

Section 3.9     MODIFICATION OF SERIES: The rights, privileges, restrictions and
conditions attached to the Preferred Shares may be added to, changed, removed or
otherwise amended only with the prior approval of the holders of the Preferred
Shares given as specified in section 3.10 hereof, in addition to any vote or
authorization required by the Act or these provisions.

Section 3.10    APPROVAL OF HOLDERS OF PREFERRED SHARES: The approval of the
holders of Preferred Shares with respect to any matters referred to in these
provisions may be given as specified below.

        (a)     APPROVAL AND QUORUM: Any approval required to be given by
                holders of Preferred Shares shall be deemed to have been
                sufficiently given if it shall be given by a resolution signed
                by all of the holders of the then outstanding Preferred Shares
                or by a resolution passed by the affirmative vote of at least
                two-thirds of the votes cast by the holders of Preferred Shares
                who voted in respect of that resolution at a meeting of the
                holders of the Preferred Shares called and held for that purpose
                in accordance with the by-laws of the Corporation at which the
                holders of at least one-tenth of the then outstanding Preferred
                Shares are present in person or represented by proxy; provided
                that, if at any such meeting a quorum is not present within
                one-half hour after the time appointed for such meeting, the
                meeting shall be adjourned to the same day in the next week at
                the same time and to such place as the chairman of the meeting
                may determine and, subject to the provisions of the Act, it
                shall not be necessary to give notice of such adjourned meeting.
                At such adjourned meeting holders of Preferred Shares then
                present in person or represented by proxy shall constitute a
                quorum and may transact the business for which the meeting was
                originally called and a resolution passed thereat by the
                affirmative

<PAGE>

                                                                              4P

                vote of not less than two-thirds of the votes cast at such
                meeting shall constitute the approval of the holders of
                Preferred Shares.

        (b)     VOTES: On every poll taken at any meeting of the holders of
                Preferred Shares, each holder of Preferred Shares shall be
                entitled to one vote in respect of the greater of (i) each $1.00
                stated capital added to the stated capital account for the
                Preferred Shares in respect of the issue of each such share and
                (ii) each $1.00 of the liquidation preference or redemption
                preference (excluding any amount payable in respect of accrued
                but unpaid dividends) attached to each such share (and if the
                liquidation preference and redemption preference are not the
                same at the applicable time, then the greater of the two).

Subject to the foregoing, the formalities to be observed with respect to
proxies, the giving of notice and the conduct of any such meeting or any
adjourned meeting shall be those from time to time prescribed in the Act and the
by-laws of the Corporation with respect to meetings of shareholders.

Section 3.11    VOTING RIGHTS: The holders of Preferred Shares shall not be
entitled as such (except as hereinbefore or hereinafter specifically provided or
as otherwise may be required by the Act) to receive notice of or to attend any
meeting of shareholders of the Corporation and shall not be entitled to vote at
any such meeting.

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                           <C>

                                                                                                          5

       9.   The issue, transfer or ownership of               L'emission, le transfert ou la propriete
            shares is/is not restricted and the               d'actions estln'est pas restreinte. Les
            restrictions (if any) are as follows:             restrictions, s'il y a lieu, sont les
                                                              suivantes:
            Not Applicable.








       10.  Other provisions, (if any):                       Autres dispositions, s'il ya lieu.

            Not Applicable.








       11.  The statements required by subsection             LES DECLARACTIONS EXIGEES AUX TERMES DU
            178(2) of the Business Corporations Act           PARAGRAPHE 178(2) DE LA LOI SUR LES
            are attached as Schedule "A"                      COMPAGNIES CONSTITUENT L'ANNEXE "A".


       12.  A copy of the amalgamation agreement or           UNE COPIE DE LA CONVENTION DE FUSION OU LES
            directors resolutions (as the case may            RESOLUTIONS DES ADMINISTRATEURS (SELON LE
            be) is/are attached as Schedule "B".              CAS) CONSTITUTE (NT) L'ANNEXE "B"
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                           <C>

                                                                                                          6

            These articles are signed in duplicate.           LES PRESENTS STATUTS SONT SIGNES EN DOUBLE
                                                              EXEMPLAIRE.







            -----------------------------------------------------------------------------------------------
            Names of the amalgamating corporations and        DENOMINATION SOCIALE DES COMPAGNIES QUI
            signatures and descriptions of office of their    FUSIONNENT, SIGNATURE ET FUNCTION DE LEURS
            proper officers.                                  DIRIGEANTS REQULIEREMENT DESIGNES.



            KINROSS GOLD CORPORATION                          TVX GOLD INC.


            PER: /s/ Shelley M. Riley                         PER: /s/ Shelley M. Riley
                ---------------------------------------           ---------------------------------------
                Shelley M. Riley,                             Shelley Riley
                Corporate Secretary                           Corporate Secretary
</TABLE>
</TEXT>
</DOCUMENT>
