<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>tex99_3-5206.txt
<DESCRIPTION>EX-99.3
<TEXT>
<PAGE>



                        PORCUPINE JOINT VENTURE AGREEMENT
                             MADE AS OF JULY 1, 2002



                                     BETWEEN



                            PLACER DOME (CLA) LIMITED


                                     - AND -


                            KINROSS GOLD CORPORATION

<PAGE>

                        PORCUPINE JOINT VENTURE AGREEMENT

THIS AGREEMENT is made as of July 1, 2002

BETWEEN:

                PLACER DOME (CLA) LIMITED, a corporation amalgamated under the
                laws of Canada,

                ("PLACER")

- AND -

                KINROSS GOLD CORPORATION, a corporation amalgamated under the
                laws of Ontario,

                ("KINROSS")

RECITALS:

A.      WHEREAS pursuant to the Asset Exchange Agreement executed as a step in
        implementing the joint venture described herein, Placer transferred to
        Kinross an undivided 49% interest in the Placer Assets and Kinross
        transferred to Placer an undivided 51% interest in the Kinross Assets in
        consideration of, among other things, the assumption by Kinross and
        Placer respectively of an equivalent percentage of certain of the
        liabilities and obligations associated with the Placer Assets and
        Kinross Assets, all in accordance with the terms of the Asset Exchange
        Agreement;

B.      AND WHEREAS the Parties have agreed to form a joint venture to conduct
        mining and milling operations on, in, under and with the Placer Assets
        and the Kinross Assets and within the Development Area (as defined
        herein), including exploration, development, construction, mining,
        milling, processing and other operations relating to mining and milling
        in accordance with good mining practice and having regard to optimizing
        production from the Placer Assets and the Kinross Assets for the mutual
        benefit of each of Placer and Kinross, all on the terms and conditions
        set out in this Agreement.

                NOW THEREFORE, the parties agree as follows:


                                   ARTICLE 1
                DEFINITIONS AND PRINCIPLES OF INTERPRETATION

1.1             DEFINITIONS

Whenever used in this Agreement, the following words and terms have the meanings
set out below:

                "ACCOUNTING PROCEDURE" means the procedures set forth in
                Schedule B.

<PAGE>

                "ADDITIONAL RIGHTS" means any right, title or interest in or to
                a property, including to explore or mine, or both, and including
                any royalty interest, any part of which property is located
                within the Development Area and which right, title or interest
                has been offered to or acquired by a Party and which has been
                offered by that Party and accepted by the other Party to become
                subject to the terms of this Agreement.

                "AFFILIATE" of any Person means, at the time such determination
                is being made, any other Person controlling, controlled by or
                under common control with such first Person, where "CONTROL"
                means the possession, directly or indirectly, of the power to
                direct the management and policies of a Person whether through
                the ownership of voting securities or otherwise.

                "AGREEMENT" means this agreement, including all schedules, and
                all amendments or restatements as permitted, and references to
                "Article" or "Section" mean the specified Article or Section of
                this Agreement.

                "ASSET EXCHANGE AGREEMENT" means the Asset Exchange Agreement
                dated the date hereof pursuant to which Placer transferred to
                Kinross and Kinross acquired and assumed an undivided 49%
                interest in the Placer Assets and certain related liabilities
                and obligations and Kinross transferred to Placer and Placer
                acquired and assumed an undivided 51% interest in the Kinross
                Assets and certain related liabilities and obligations.

                "BUDGET" means a detailed estimate of all costs to be incurred
                and expenditures to be made by the Parties with respect to a
                Program and a schedule of cash advances to be made by the
                Parties.

                "BUSINESS DAY" means any day, other than a Saturday or Sunday,
                or a statutory or civic holiday in Toronto, Ontario.

                "CONTINUING OBLIGATION" means an obligation, liability or
                responsibility that is reasonably expected to continue or arise
                after Operations on a particular area of the Properties has
                ceased or is suspended, or an obligation, liability or
                responsibility assumed by the Joint Venture on the Effective
                Date, including for example, future monitoring, stabilization,
                reclamation, rehabilitation or restoration requirements under
                Laws, or pursuant to the instruments of title under which the
                Properties are held.

                "CONTINUING PARTY" means a party that has a Participating
                Interest or has acquired all or any part of the Participating
                Interest of a Party pursuant to this Agreement.

                "CONTROL INTEREST" means an interest which allows the holder to
                direct or cause the direction of the management and policies of
                a Party or Affiliate through the legal or beneficial ownership
                of voting securities, or the right to appoint directors or
                management, through contract, voting trust, or otherwise.

                                      -2-
<PAGE>

                "DEVELOPMENT" means preparation for Mining, including definition
                drilling, test mining, mine feasibility studies and such other
                work.

                [Deleted Text]

                "EFFECTIVE DATE" means the date set out on page 1 of this
                Agreement.

                "ENCUMBRANCE" means a security interest, mortgage, deed of
                trust, pledge, lien, net profits interest, royalty, overriding
                royalty interest, other payment out of production, or other
                encumbrance of a similar nature.

                "EXPENDITURES" for all purposes of this Agreement means all
                moneys expended in connection with the Joint Venture Assets by a
                Party authorized to do so by the terms of this Agreement (an
                "Authorized Party") in prospecting, exploration, development,
                preproduction, mining, processing, closing, reclamation and
                rehabilitation work on or in connection with the Properties or
                any part of them. Without limiting the generality of the
                foregoing, Expenditures shall include all direct and indirect
                charges as described in Sections II and III of the Accounting
                Procedure and shall include moneys spent by an Authorized Party
                in acquiring and maintaining Surface Rights and acquiring
                Additional Rights, as necessary, in constructing, maintaining
                and operating roads, trails and bridges upon or across the
                Properties or other lands for the purpose of having convenient
                access to the Properties; and in mining, prospecting, exploring,
                developing, de-watering, sampling, examining, diamond drilling,
                testing and metallurgical work of all types; for geophysical,
                geological and other surveys; reasonable costs and expenses
                connected with feasibility studies (whether prepared by persons
                who are associated with a Party or on an arms' length basis) and
                for buildings, equipment, plant and supplies for the Properties
                including reasonable supervision, office and travelling
                expenses, workers' compensation assessments, unemployment
                insurance premiums, fire and other insurance premiums, taxes,
                goods and services taxes, rents, license fees and all other
                payments necessary to keep the Joint Venture Assets in good
                standing; and all other expenses ordinarily expended in
                exploring, developing, operating, closing and reclaiming or
                rehabilitating a mining and/or exploration property, including
                an indirect charge for administration and overhead in accordance
                with the Accounting Procedure.

                                      -3-
<PAGE>

                The certificate of an officer of the Authorized Party which has
                expended Expenditures in connection with the Properties shall be
                accepted as PRIMA FACIE evidence of the making of Expenditures.

                "EXPLORATION" means all activities directed toward ascertaining
                the existence, location, quantity, characteristics, quality or
                commercial value of deposits of Products.

                "FEASIBILITY STUDY" means a written report commissioned by the
                Management Committee which satisfies the criteria set forth in
                Schedule D and a "FAVOURABLE FEASIBILITY STUDY" shall be such a
                Feasibility Study that recommends all or part of the Properties
                be brought into mineral production.

                "GOVERNMENTAL AUTHORITY" means any government, regulatory
                authority, governmental department, agency, commission, bureau,
                official, minister, Crown corporation, court, board, tribunal,
                dispute settlement panel or body or other law, rule or
                regulation-making entity:

                (a)     having jurisdiction on behalf of any nation, province,
                        state or other geographic or political subdivision
                        thereof; or

                (b)     exercising, or entitled to exercise any administrative,
                        executive, judicial, legislative, policy, regulatory or
                        taxing authority or power.

                "INITIAL CONTRIBUTION" means the contribution that each Party is
                deemed to have made on the formation of the Joint Venture as
                described in Section 4.1.

                "JOINT ACCOUNT" means the account maintained in accordance with
                the Accounting Procedure showing the charges and credits
                accruing to the Parties after formation of the Joint Venture.

                "JOINT VENTURE" means the operating joint venture with respect
                to the Joint Venture Assets established pursuant to Section 3.1.

                "JOINT VENTURE ASSETS" means all of the Placer Assets and all of
                the Kinross Assets, including the Properties, the Products and
                all other real and personal property, tangible and intangible,
                including rights under agreements with Governmental Authorities
                relating to the Properties and the Mine and Plant held for the
                benefit of the Parties hereunder and all rights, title and
                interest in and to any property, real or personal, within the
                Development Area that become subject to the Joint Venture in
                accordance with the terms of this Agreement.

                "KINROSS ASSETS" means all of the assets located within the
                Development Area owned by Kinross or an Affiliate of Kinross on
                the Effective Date or in which Kinross or an Affiliate of
                Kinross had a right, title or interest, or had possession or use
                of, on the Effective Date, in which an undivided 51% interest
                was acquired by Placer pursuant to the Asset Exchange Agreement,
                all of which have been

                                      -4-
<PAGE>

                contributed to the Joint Venture by Kinross and Placer in
                proportion to their Participating Interests therein.

                "LAWS" means applicable laws (including common law), statutes,
                by-laws, rules, regulations, orders, ordinances, protocols,
                codes, guidelines, treaties, policies, notices, directions,
                decrees, rulings and judicial, arbitral, administrative,
                ministerial or departmental judgements, awards or requirements
                of any Governmental Authority.

                "MANAGEMENT COMMITTEE" means the committee established under
                Section 6.1.

                "MANAGER" means the Person appointed from time to time under
                Article 7 to manage Operations, or any successor thereof.

                "MINE AND PLANT" means the existing mining facilities comprising
                the Kinross Assets and Placer Assets, including the Hoyle Pond
                Mine and Bell Creek Mill and the Dome Mine and Mill, and any
                mining facilities constructed and equipment and supplies
                purchased in accordance with a mining Program and Budget and any
                approved expansion or modification of mining Programs and
                Budgets.

                "MINING" means the mining, extracting, producing, handling,
                milling or other processing of Products and the ancillary
                activities associated therewith. "NON-CONSENT PROGRAM" has the
                meaning given to it in Section 5.3.

                "NON-MANAGER" means a Party that is not the Manager.

                "NSR ROYALTY" means the vested net smelter returns royalty which
                may become payable to a Party pursuant to Section 5.6(a), which
                vested net smelter returns royalty shall comprise an interest
                in, bind, run with and touch the Properties and be defined and
                payable as provided in Schedule C attached hereto.

                "OPERATIONS" means the exploration, development, mining, mine
                reclamation or rehabilitation and other activities carried out
                or to be carried out under this Agreement.

                "PARTY" and "PARTIES" means Placer and Kinross, and their
                respective successors or assigns.

                "PARTICIPATING INTEREST" means the percentage interest
                representing the ownership interest as a tenant in common of a
                Party who is not a Royalty Holder, in and to the Joint Venture
                and the Joint Venture Assets and in and to all other rights and
                obligations arising under this Agreement, as such interest may
                from time to time be adjusted hereunder. Participating Interests
                shall be calculated to three decimal places and rounded to two
                (e.g., 1.519% rounded to 1.52%). Decimals of .005 or more shall
                be rounded up to .01, decimals of less than .005 shall be
                rounded down. The initial Participating Interests of the Parties
                upon the formation of the Joint Venture are set forth in Section
                5.1.

                                       -5-
<PAGE>

                "PERSON" means any individual, sole proprietorship, partnership,
                firm, entity, unincorporated association, unincorporated
                syndicate, unincorporated organization, trust, body corporate,
                Governmental Authority, and where the context requires any of
                the foregoing when they are acting as trustee, executor,
                administrator or other legal representative.

                "PLACER ASSETS" means all of the assets located within the
                Development Area owned by Placer or an Affiliate of Placer on
                the Effective Date or in which Placer or an Affiliate of Placer
                had a right, title or interest, or had possession or use of, on
                the Effective Date, in which an undivided 49% interest was
                acquired by Kinross pursuant to the Asset Exchange Agreement,
                all of which have been contributed to the Joint Venture by
                Placer and Kinross in proportion to their Participating
                Interests therein.

                "PRIME RATE" means, at any time, the rate of interest expressed
                as an annual rate, established by Canadian Imperial Bank of
                Commerce at its main office in Toronto, Ontario as its reference
                rate of interest to determine the interest rates it will charge
                for loans in Canadian dollars to Canadian customers, adjusted
                automatically with each quoted or published change in such rate,
                all without the necessity of any notice to its borrowers or any
                other person.

                "PRODUCTS" means all ores, minerals and mineral resources and
                by-products thereof produced from the Properties under this
                Agreement including, without limitation, refined gold.

                "PROGRAM" means a description in reasonable detail of Operations
                to be conducted and objectives to be accomplished by the Manager
                on behalf of the Joint Venture for a calendar year or any longer
                period as determined by the Management Committee.

                "PROJECT FINANCING" means any financing approved by the
                Management Committee and obtained by the Parties for the purpose
                of placing a mineral deposit situated on the Properties into
                commercial production, but shall not include any such financing
                obtained individually by any Party to finance payment or
                performance of its obligations under this Agreement.

                "PROPERTIES" means all real property located within the
                Development Area which at the Effective Date either Party or any
                Affiliate of either Party owns, leases or is the registered or
                recorded holder of, has possession or use of, or has a
                contractual or other right, title or interest in and to or in
                respect of the mineral production therefrom, together with any
                Additional Rights in land or contractual or other right, title
                or interest in and to real property, or the mineral production
                therefrom, subsequently acquired by a Party or any Affiliate of
                either Party within the Development Area, including, without
                limitation, the real property listed in Schedule A-Part 1.

                "ROYALTY HOLDER" has the meaning given to it in Section 5.6.

                                      -6-
<PAGE>

                "SURFACE RIGHTS" means any ownership of or rights to enter, use
                and occupy the surface area of the lands described by the
                Properties or other surface areas useful in connection with
                Operations under this Agreement and held from time to time
                hereunder.

                "TAX ACT" means the INCOME TAX ACT (Canada), as amended.

                "TRANSFER" means sell, grant, assign, arrange for substitute
                performance by an Affiliate or third party, encumber, pledge,
                surrender, abandon or otherwise convey, commit or dispose of and
                the word used as a noun shall have a corresponding meaning.

1.2             CERTAIN RULES OF INTERPRETATION

In this Agreement:


        (a)     CONSENT - Whenever a provision of this Agreement requires an
                approval or consent and such approval or consent is not
                delivered within the applicable time limit, then, unless
                otherwise specified, the Party whose consent or approval is
                required shall be conclusively deemed to have withheld its
                approval or consent.

        (b)     CURRENCY - Unless otherwise specified, all references to money
                amounts are to the lawful currency of the United States of
                America.

        (c)     GOVERNING LAW - This Agreement is a contract made under and
                shall be governed by and construed in accordance with the laws
                of the Province of Ontario and the federal laws of Canada
                applicable in the Province of Ontario.

        (d)     HEADINGS - Headings of Articles and Sections are inserted for
                convenience of reference only and shall not affect the
                construction or interpretation of this Agreement.

        (e)     INCLUDING - Where the word "including" or "includes" is used in
                this Agreement, it means "including (or includes) without
                limitation".

        (f)     NO STRICT CONSTRUCTION- The language used in this Agreement is
                the language chosen by the Parties to express their mutual
                intent, and no rule of strict construction shall be applied
                against any Party.

        (g)     NUMBER AND GENDER - Unless the context otherwise requires, words
                importing the singular include the plural and vice versa and
                words importing gender include all genders.

        (h)     SEVERABILITY - If, in any jurisdiction, any provision of this
                Agreement or its application to any Party or circumstance is
                restricted, prohibited or unenforceable, such provision shall,
                as to such jurisdiction, be ineffective only to the extent of
                such restriction, prohibition or unenforceability without
                invalidating the

                                      -7-
<PAGE>

                remaining provisions of this Agreement and without affecting the
                validity or enforceability of such provision in any other
                jurisdiction or without affecting its application to other
                Parties or circumstances.

        (i)     STATUTORY REFERENCES - A reference to a statute includes all
                regulations made pursuant to such statute and, unless otherwise
                specified, the provisions of any statute or regulation which
                amends, supplements or supersedes any such statute or any such
                regulation.

        (j)     TIME - Time is of the essence in the performance of the Parties'
                respective obligations.

        (k)     TIME PERIODS - Unless otherwise specified, time periods within
                or following which any payment is to be made or act is to be
                done shall be calculated by excluding the day on which the
                period commences and including the day on which the period ends
                and by extending the period to the next Business Day following
                if the last day of the period is not a Business Day.

1.3             KNOWLEDGE

Any reference to the knowledge of any Party shall mean to the best of the
knowledge, information and belief of such Party after reviewing all relevant
records and making due inquiries regarding the relevant matter of all relevant
directors, officers and employees of the Party.

1.4             ENTIRE AGREEMENT

This Agreement and those provisions of the Asset Exchange Agreement which
survive the completion of the transactions therein in accordance with its terms,
and the agreements and other documents required to be delivered pursuant to this
Agreement, constitute the entire agreement between the Parties and set out all
the covenants, promises, warranties, representations, conditions, understandings
and agreements between the Parties pertaining to the subject matter of this
Agreement and supersede all prior agreements, understandings, negotiations and
discussions, whether oral or written. There are no covenants, promises,
warranties, representations, conditions, understandings or other agreements,
oral or written, express, implied or collateral between the Parties in
connection with the subject matter of this Agreement except as specifically set
forth in this Agreement or any document required to be delivered pursuant to
this Agreement or in those provisions of the Asset Exchange Agreement which
survive the completion of the transactions therein in accordance with its terms.

1.5             SCHEDULES

The schedules to this Agreement, as listed below, are an integral part of this
Agreement:


                                 [Deleted Text]


                                      -8-
<PAGE>

                                 [Deleted Text]

                                   ARTICLE 2
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

2.1             CAPACITY

Each of the Parties represents and warrants to the other Party the matters set
out below and acknowledges the other Party is relying upon all such
representations and warranties for the purposes of this Agreement:

        (a)     it is a corporation incorporated, continued or amalgamated under
                the laws of the jurisdiction of its incorporation, continuation
                or amalgamation, as the case may be, and it is duly organized
                and existing under such laws and is in good standing and
                qualified to own, lease or hold its properties and to carry on
                business in the Province of Ontario;

        (b)     it has all necessary corporate power, authority and capacity to
                enter into and perform its obligations under this Agreement, and
                all corporate and other actions required to authorize it to
                enter into and perform its obligations under this Agreement have
                been properly taken;

        (c)     it is not a party to, bound or affected by or subject to any
                agreement, instrument, charter or by-law provision or Law that
                would be violated, contravened or breached by entering into or
                performing under this Agreement;

        (d)     the execution and delivery of this Agreement and the carrying
                out of or participation in the transactions contemplated herein
                will not give to any other person, after the giving of notice or
                otherwise, any right of first refusal, or any right of
                termination, cancellation or acceleration in or with respect to
                any agreement or other instrument to which it is a party, is
                subject, or derives benefit, or by which any of the Placer
                Assets or the Kinross assets, as the case may be, are bound or
                affected, save and except as the Parties have been made aware
                and have agreed to accept as set forth in the Asset Exchange
                Agreement;

        (e)     this Agreement has been duly executed and delivered by it and is
                valid, binding and enforceable against it in accordance with its
                terms, subject, however, to limitations on enforcement imposed
                by bankruptcy, insolvency, reorganization or other laws
                affecting the enforcement of the rights of creditors and others
                and to

                                      -9-
<PAGE>

                the extent that equitable remedies such as specific performance
                and injunctions are only available in the discretion of the
                court from which they are sought; and

        (f)     it is not an insolvent person within the meaning of the
                BANKRUPTCY AND INSOLVENCY ACT (Canada) and will not become an
                insolvent person as a result of entering into this Agreement or
                the Joint Venture.

2.2             SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The representations and warranties in this Agreement shall survive the execution
and delivery of this Agreement for the term of the Joint Venture.

2.3             ENCUMBRANCES AND OTHER AGREEMENTS

Without the prior consent of the other Party, except as otherwise permitted by
this Agreement, neither Party will enter into new agreements or instruments
creating an Encumbrance on or affecting the Joint Venture Assets or amend or
modify any agreements or instruments affecting the Joint Venture Assets that
exist as of the Effective Date.

2.4             INDEMNITIES

        (a)     Each Party shall indemnify each other Party, its officers,
                directors, agents, employees and its Affiliates (collectively,
                the "Indemnified Party") from and against any Material Loss. A
                "Material Loss" shall mean all costs, expenses, damages or
                liabilities, including lawyers' fees and other costs of
                litigation (either threatened or pending) arising out of or
                based on a material breach by a Party ("Indemnifying Party") of
                any representation, warranty or covenant contained in this
                Agreement. A Material Loss shall be deemed to have occurred if,
                in the aggregate, an Indemnified Party incurs losses, costs,
                damages or liabilities in excess of [Deleted Text] relating to
                breaches of the warranties, representations and covenants set
                out in this Agreement.

                Upon the occurrence of a Material Loss the Indemnifying Party
                will be liable for the aggregate amount of the Material Loss,
                including the first [Deleted Text] of the Material Loss, and for
                any subsequent claims for indemnity under this Section,
                regardless of the amount of the claim, up to a maximum aggregate
                liability equal to the amount of the Party's deemed initial
                contributions set forth in Section 4.1.

        (b)     If any claim or demand is asserted against an Indemnified Party
                in respect of which such Indemnified Party may be entitled to
                indemnification under this Agreement, written notice of such
                claim or demand shall promptly be given to the Indemnifying
                Party. The Indemnifying Party shall have the right, but not the
                obligation, by notifying the Indemnified Party within thirty
                (30) days after its receipt of the notice of the claim or
                demand, to assume the entire control of (subject to the right of
                the Indemnified Party to participate, at the Indemnified Party's
                expense and with counsel of the Indemnified Party's choice) the
                defence,

                                      -10-
<PAGE>

                compromise or settlement of the matter. Any damages to the
                assets or business of the Indemnified Party caused by a failure
                by the Indemnifying Party to defend, compromise, or settle a
                claim or demand in a reasonable and expeditious manner, after
                the Indemnified Party has given notice of such claim, shall be
                included in the damages for which the Indemnifying Party shall
                be obligated to indemnify the Indemnified Party. Any settlement
                or compromise of a matter by the Indemnifying Party shall
                include a full release of claims against the Indemnified Party
                which have arisen out of the claim or demand for which
                indemnification is sought.

                                   ARTICLE 3
                             NATURE OF RELATIONSHIP

3.1             FORMATION OF JOINT VENTURE AND APPOINTMENT OF MANAGER

An operating joint venture with respect to the Joint Venture Assets is hereby
formed between the Parties as of the Effective Date. The Joint Venture shall be
named the "Porcupine Joint Venture". Placer shall be the initial Manager of the
Joint Venture with the rights, duties and obligations provided under this
Agreement, and each Party shall have the Participating Interest set out opposite
its name in Section 5.1.

3.2             PURPOSES

The Joint Venture is formed for the following purposes and shall serve as the
means by which the Parties accomplish such purposes:

        (a)     to engage in Mining on the Joint Venture Assets;

        (b)     to conduct Exploration on the Properties;

        (c)     to evaluate the possibilities for and, if justified, to engage
                in the Development or further Development and Mining of the
                Joint Venture Assets;

        (d)     to engage in and conduct Operations on the Properties;

        (e)     to engage in the removal of Products from the Properties;

        (f)     to complete and satisfy all environmental compliance, mine
                reclamation or rehabilitation and Continuing Obligations
                affecting the Properties; and

        (g)     to perform any other activity necessary, appropriate or
                incidental to any of the foregoing,

all in accordance with good mining practice and having regard to optimizing the
production from the Placer Assets and the Kinross Assets for the mutual benefit
of each of Placer and Kinross.

                                      -11-
<PAGE>

3.3             LIMITATION

Unless the Parties otherwise agree in writing, the purposes of the Operations
shall be limited to those described in Section 3.2, and nothing in this
Agreement shall be construed to enlarge such purposes or to change the
relationship of the Parties as set forth in Section 18.8.

3.4             TERM

The term of this Joint Venture and this Agreement shall be from 12:01 a.m. on
the Effective Date and for so long thereafter as Products are produced from the
Joint Venture Assets or there remain statutory or other Continuing Obligations
of the Joint Venture required by law to be fulfilled to a maximum term of 99
years, unless the Agreement is earlier terminated as herein provided or extended
by the mutual written agreement of the Parties.

                                   ARTICLE 4
                            CONTRIBUTIONS BY PARTIES

4.1             DEEMED INITIAL CONTRIBUTIONS

As of the Effective Date, each Party shall be deemed to have contributed and
expended the aggregate Expenditures hereunder set out opposite its name:

        (a)     Placer - [Deleted Text]

        (b)     Kinross - [Deleted Text]

4.2             DISREGARD OF OTHER EXPENSES

All other expenses incurred by a Party, paid or unpaid, prior to the Effective
Date shall be ignored for the purposes of calculating the Parties' Initial
Contributions under this Agreement and shall not qualify as Expenditures under
this Agreement.

4.3             ADDITIONAL CASH CONTRIBUTIONS

Subject to election permitted by Section 5.3, the Parties shall be obligated to
contribute funds from time to time to adopted Programs and Budgets in proportion
to their respective Participating Interests and such contributed funds shall be
used in any recalculations of Participating Interests from time to time made
under and in accordance with this Agreement.

                                   ARTICLE 5
                              INTERESTS OF PARTIES

5.1             INITIAL PARTICIPATING INTERESTS

Immediately upon the Effective Date, each Party shall have the initial
Participating Interest set out below opposite its name:

                                      -12-
<PAGE>

        (a)     Placer           51%

        (b)     Kinross          49%

All costs and liabilities of the Joint Venture, including the liabilities
associated with the Placer Assets and the Kinross Assets which were assumed by
the Joint Venture on the Effective Date (including any severance liabilities for
employees terminated after the Effective Date) and all liabilities incurred in
Operations, shall be borne and paid, and all Joint Venture Assets acquired and
Products mined by virtue of the Operations shall, notwithstanding the registered
or recorded titleholder or the named or noted person entitled to the benefit of
or subject to the obligations under any Joint Venture Assets, be owned and held
by or for the benefit of such Parties, as tenants in common, and such Parties
shall have the rights of an owner to share in all mineral production and all
other income and rights derived from the Joint Venture Assets, and such Parties
shall have the obligations of an owner to fulfill and perform, to accept and be
liable for all liabilities, in particular all environmental liabilities and all
royalty liabilities, joint venture or earn in obligations related to the Joint
Venture Assets existing upon the Effective Date or which arise from and after
the Effective Date, including all income, proceeds or compensation derived from
or related to the use, sale or other disposition of any of the Joint Venture
Assets, in accordance with their respective Participating Interests, as such
Participating Interests may change from time to time in accordance with the
provisions of this Agreement.

5.2             CHANGES IN PARTICIPATING INTERESTS

                                 [Deleted Text]


        (e)     [Deleted Text]

5.3             VOLUNTARY REDUCTION IN PARTICIPATION

                [Deleted Text]


                                      -13-
<PAGE>


                                 [Deleted Text]


5.4      ACCELERATED REDUCTION IN PARTICIPATION


                                 [Deleted Text]


5.5      DEFAULT IN MAKING CONTRIBUTIONS


                                 [Deleted Text]


5.6      ELIMINATION OF MINORITY INTEREST


                                 [Deleted Text]

        (b)     [Deleted Text]


5.7             CONTINUING LIABILITIES UPON ADJUSTMENTS OF PARTICIPATING
                INTERESTS

Any reduction of a Party's Participating Interest under this Article shall not
relieve such Party of its share of any liability, whether it accrues before or
after such reduction, arising out of Operations conducted prior to such
reduction or arising from liabilities assumed by the Joint Venture on the
Effective Date. For purposes of this Article, such Party's share of such
liability shall be equal to its Participating Interest at the time such
liability was assumed (in the case of liabilities which existed on the Effective
Date) or at the time of the action giving rise to such liability (in the case of
the liabilities which arose after the Effective Date). The increased
Participating Interest accruing to a Party as a result of the reduction of the
other Party's Participating Interest shall be free of Encumbrances arising by,
through or under such other Party, other than those existing at the time the
Properties were acquired by, or contributed to, the Joint Venture or those to
which both Parties have given their written consent. An adjustment to a
Participating Interest need not be evidenced during the term of this Agreement
by the execution and recording of appropriate instruments, but each Party's
Participating Interest shall be shown in the books of the Manager. However,
either Party, at any time upon the request of the other Party, shall execute and
acknowledge instruments necessary to evidence such adjustment in form sufficient
for recording in the jurisdiction where the Properties are located.

                                      -14-
<PAGE>

5.8             RECORDING OF PARTICIPATING INTERESTS AND CHANGES

Title to the Joint Venture Assets will be recorded in the name of both Parties
or as the Parties may otherwise agree. The Participating Interest of each Party
in the Properties shall not be evidenced by the recording of appropriate
instruments. Rather, the initial Participating Interests of each Party and
changes thereto shall be shown and maintained in the records of the Manager.
However, each Party at any time may request that the other Party execute and
deliver appropriate instruments in recordable or registrable form, as the case
may be, to evidence or transfer to it, its Participating Interest.
Notwithstanding the foregoing, all Joint Venture Assets and all obligations and
liabilities arising out of or in connection with the Joint Venture Assets or any
Operations hereunder shall, notwithstanding the registered or recorded
titleholder or the named or noted person entitled to the benefit of or subject
to the obligations under any such Joint Venture Assets, including without
limitation, any Property, contract, agreement, bank account, licence, permit or
authorization, be held in trust for and to the benefit or account of the Parties
in accordance with their respective Participating Interests, as such
Participating Interests may change from time to time in accordance with the
provisions of this Agreement.

5.9             RIGHT OF SET-OFF

If after the Effective Date it is agreed by the Parties that one Party owes an
amount to the other Party as a result of the consummation of the transactions
contemplated by the Asset Exchange Agreement, the Party which is owed the money
will be entitled to set off the amount owed to it by a reduction in the amount
payable by it in response to the next following cash call by the Manager under
Section 9.2, and by a corresponding increase in the amount of the next cash call
payable by the other Party. If the Party which has agreed to pay the increased
cash call defaults in making the contribution when required to do so, it will
constitute a default in respect of the increased amount of the cash call and
will be a default to which Section 5.3 applies.

                                   ARTICLE 6
                              MANAGEMENT COMMITTEE

6.1              ORGANIZATION AND COMPOSITION

The Parties hereby establish a Management Committee to determine overall
policies, objectives, procedures, methods and actions under this Agreement. The
Management Committee shall consist of two members. So long as it holds at least
a 25% Participating Interest, each Party shall appoint one member as the
representative of such Party (a "Nominee"), and may appoint an alternate to act
as Nominee in the absence of a regular Nominee. Any alternate so acting shall be
deemed to be a Nominee. Initial appointments shall be made in writing and shall
contain telephone and fax numbers of the appointed Nominees. Subsequent
appointments shall be made or changed by notice to the other Party prior to the
meeting at which the Nominee is to act. The actions of a Party's appointed
Nominee shall bind the Party who made the appointment.

                                      -15-
<PAGE>

6.2             DECISIONS

        (a)     Each Party, acting through its appointed Nominee, shall have
                votes on the Management Committee equal to that Party's
                Participating Interest. Unless otherwise provided in this
                Article, the vote of the Party with the Participating Interest
                in excess of 50% shall determine the decisions of the Management
                Committee.

        (b)     If a matter for decision does not receive the approval of the
                Party holding a Participating Interest in excess of 50% and the
                Parties are deadlocked, then, other than in respect of those
                matters set out in Section 6.2(c), the deadlock shall be
                resolved by decision of the Manager who shall have a second or
                casting vote.

        (c)     The following decisions of the Management Committee require the
                approval of the Nominees of both Parties to that Committee:

                (i)     termination of the Joint Venture;

                (ii)    the cessation of Operations for a period exceeding 120
                        consecutive days, other than as a result of an event of
                        force majeure;

                (iii)   the re-commencement of Operations after a cessation
                        referred to in (ii), other than as a result of an event
                        of force majeure;

                                 [Deleted Text]

                (v)     the disposition of any assets, rights, liabilities or
                        obligations of the Joint Venture not in the ordinary
                        course of the business of the Joint Venture and having a
                        value in excess of $5 million;

                (vi)    any change in the Manager (including subcontracting the
                        role of manager) of the Joint Venture, other than to an
                        Affiliate of Placer (provided such affiliate is a direct
                        or indirect wholly-owned subsidiary of Placer Dome Inc.
                        and provided that Placer shall covenant to make
                        available to such Affiliate the employees, assets and
                        technical knowledge of Placer which are necessary to
                        enable such Affiliate to fully perform the duties and
                        obligations of Placer as Manager hereunder) and other
                        than a change as a result of Kinross' Participating
                        Interest becoming at least a 51% Participating Interest
                        in the Joint Venture and other than for any other reason
                        set out in Section 7.4; or

                (vii)   the approval of the occupational health and workplace
                        safety and environmental protection and compliance
                        policies and plans of the Management Committee.

                                      -16-
<PAGE>

6.3             MEETINGS

The Management Committee shall hold regular meetings at least quarterly in
Toronto, or at another mutually agreed place. The Manager shall give 30 days
advance notice to the Parties of such meetings. Additionally, any Party may call
a special meeting upon 15 days notice to the Manager and the other Party. In
case of emergency, reasonable notice of a special meeting to consider the
emergency matter shall suffice. There shall be a quorum if at least one member
representing each Party holding at least a 25% Participating Interest is
present; provided, however that if a quorum is not present within 15 minutes of
the appointed time, then one member may adjourn the meeting to the same place
and time on any date not more than 30 days from the originally appointed date.
The member adjourning the meeting shall provide ten days advance notice to the
Parties of the date of any such adjourned meeting. At any such adjourned meeting
a quorum shall consist of one member without the requirement that a member or
alternate representing each Party be present. Each notice of a regular meeting
shall include an itemized agenda prepared by the Manager, in the case of a
regular meeting, or by the Party calling the meeting, in the case of a special
meeting, but any matters may be considered in any meeting with the consent of
all Parties. Either Party shall be reasonably entitled to have in addition to
its appointed Management Committee member, any other person in attendance at a
meeting, provided that only the appointed member shall be entitled to vote at
such meeting in accordance with the terms of this Agreement. The Manager shall
prepare minutes of all meetings and shall distribute copies of such minutes to
the Parties within 10 days after the meeting. Any revisions to the minutes of a
meeting must be provided to the Manager within 30 days after they are
distributed to the Parties, after which, if no revisions are requested, the
minutes will be deemed to have been approved and signed by both Parties. The
minutes, when signed or deemed signed by all Parties, shall be the official
record of the decisions made by the Management Committee and shall be binding on
the Manager and the Parties. If personnel employed in Operations are required to
attend a Management Committee meeting, reasonable costs incurred in connection
with such attendance shall be a charge to the Joint Account. All other costs
shall be paid by the respective Parties.

6.4             ACTION BY TELEPHONE MEETING

In addition to, or in lieu of, regular meetings the Management Committee may
hold conference telephone meetings (where the members representing each Party
can hear each other). Actions taken or authorized at any such meeting are as
effective as actions taken or authorized at regular meetings so long as all
decisions are immediately confirmed in writing (which includes confirmation by
facsimile) by the Party holding the requisite Participating Interests pursuant
to Section 6.2 to determine the decision of the Management Committee.

6.5             POLICIES AND PLANS

The Management Committee shall receive the policies and plans prepared by the
Manager under Section 7.2(q) and consider, adopt and cause to be implemented and
enforced appropriate policies and plans relating to occupational health and
workplace safety, sustainability, environmental protection and compliance or any
other matter as it shall deem appropriate or prudent relating to Operations and
Continuing Obligations. All such policies and plans shall be reviewed by the
Management Committee on an annual basis from and after adoption.

                                      -17-
<PAGE>

6.6             MATTERS REQUIRING APPROVAL

Except as otherwise delegated to the Manager in Section 7.2, the Management
Committee shall have exclusive authority to determine all matters related to
overall policies, objectives, procedures, methods and actions under this
Agreement.

6.7             APPROVAL IN WRITING

Any matter which may be undertaken by the Management Committee may be approved
in writing if signed by all members of the Management Committee.

                                    ARTICLE 7
                                     MANAGER

7.1             APPOINTMENT

        (a)     The Parties hereby appoint Placer as the Manager with overall
                management responsibility for Operations. Placer hereby agrees
                to serve as the Manager until it resigns or is deemed to have
                resigned as provided in Section 7.4 or is replaced as Manager
                pursuant to Section 7.1(c).

        (b)     Placer may appoint its Affiliate to be the Manager, provided
                that such Affiliate is Placer Dome Inc. or a direct or indirect
                wholly-owned subsidiary of Placer Dome Inc., in which case
                Placer will covenant to and in favour of the Continuing Parties
                to provide and will provide such expertise and know-how to its
                Affiliate in order for the Affiliate to fulfill its obligations
                as Manager.

        (c)     Placer shall be entitled to continue to act as Manager for so
                long as it and, or, its Affiliates maintain a Participating
                Interest equal to or greater than that of the other Party.
                Thereafter, the Party who has a Participating Interest equal to
                or greater than that of the other Party at a particular time (as
                determined pursuant to Article 5) shall be the Manager for so
                long as it retains such Participating Interest. If, at any time,
                the Participating Interest of the Manager should cease to be
                equal to or greater than the Participating Interest of the other
                Party, the Non-Manager, by notice in writing to the Manager
                ("Notice of Change of Manager"), shall be entitled to become the
                Manager. If Notice of Change of Manager is given, the Party to
                whom it is given shall turn over all documents and records and
                assign the rights under all contracts and otherwise co-operate
                and take all proper actions reasonably necessary to allow the
                successor Manager to assume its duties and responsibilities
                under this Agreement.

7.2             POWERS AND DUTIES OF MANAGER

Subject to the terms and provisions of this Agreement, the Manager shall have
the following powers and duties which shall be discharged in accordance with
adopted Programs and Budgets:

                                      -18-
<PAGE>

        (a)     The Manager shall conduct, manage, direct and control
                Operations, including Exploration, Development and Mining
                Operations and Continuing Obligations, and shall prepare and
                present to the Management Committee proposed Programs and
                Budgets as provided in Article 8;

        (b)     The Manager shall implement the decisions, policies and plans of
                the Management Committee, shall make all Expenditures necessary
                to carry out adopted Programs and shall promptly advise the
                Management Committee if it has not received sufficient funds to
                carry out its responsibilities under this Agreement;

        (c)     The Manager shall use reasonable efforts to: (i) purchase or
                otherwise acquire all materials, supplies, equipment, water,
                utility and transportation services required for Operations,
                such purchases and acquisitions to be made on the best terms
                available, taking into account all of the circumstances; (ii)
                obtain such customary warranties and guarantees as are available
                in connection with such purchases and acquisitions; and (iii)
                keep the Joint Venture Assets free and clear of all
                Encumbrances, except for those existing at the time of, or
                created concurrent with, the acquisition of such Joint Venture
                Assets, or worker's, mechanic's or materialmen's or construction
                liens which shall be released or discharged in a diligent
                manner, or Encumbrances specifically approved by the Management
                Committee;

        (d)     The Manager shall: (i) make or arrange for all payments required
                by leases, licenses, permits, contracts and other agreements
                related to the Joint Venture Assets; (ii) make royalty and/or
                reimbursement of contributions payments to the Parties and third
                parties required hereunder; (iii) pay all taxes, assessments and
                like charges on Operations and Joint Venture Assets except taxes
                determined or measured by a Party's sales revenue or net income;
                (iv) provide information to assist the Parties with their
                corporate tax filings; and (v) do all other acts reasonably
                necessary to maintain the Joint Venture Assets. If authorized by
                the Management Committee, the Manager shall have the right to
                contest in the courts or otherwise, the validity or amount of
                any taxes, assessments or charges if the Manager deems them to
                be unlawful, unjust, unequal or excessive, or to undertake such
                other steps or proceedings as the Manager may deem reasonably
                necessary to secure a cancellation, reduction, readjustment or
                equalization thereof before the Manager shall be required to pay
                them, but in no event shall the Manager permit or allow title to
                the Joint Venture Assets to be lost as the result of the
                non-payment of any taxes, assessments or like charges;

        (e)     The Manager shall: (i) apply for and maintain all necessary
                permits, licenses and approvals; (ii) comply with Laws; (iii)
                promptly notify the Management Committee of any allegations of
                substantial violation thereof; and (iv) prepare and file all
                reports or notices required for or as a result of Operations.
                The Manager shall not be in breach of this provision if a
                violation has occurred in spite of the Manager's reasonable
                efforts to comply and the Manager has timely cured or disposed
                of such violation through performance or payment of fines and

                                      -19-
<PAGE>

                penalties; (f) The Manager shall prosecute and defend, but shall
                not initiate without consent of the Management Committee, all
                litigation or administrative proceedings arising out of
                Operations;

        (g)     Until otherwise directed to be changed by resolution of the
                Management Committee, the Parties shall each maintain in force
                their respective insurance policies in effect on the Effective
                Date until the expiry in accordance with their terms of Kinross'
                property, boiler and machinery, and civil liability and motor
                vehicle policies. The costs of such policies shall be to the
                account of the Joint Venture from and after the Effective Date.
                On the Effective Date each Party will provide to the other Party
                a certificate or certificates of insurance amended to note the
                other Party's interest in the Joint Venture Assets covered by
                such Party's insurance policy or policies. The Manager will
                arrange for the Joint Venture to obtain and maintain reasonable
                insurance coverage in respect of its business, operations and
                activities of a nature and to the extent customarily carried by
                persons carrying on a similar undertaking, including such
                coverage as affords reasonable protection to the Parties and the
                Joint Venture, from all costs, losses, charges, damages or
                expenses which may arise by reason of personal injury or death.
                Unless a Party acquires additional insurance coverage as
                described below in this subsection, the proceeds of a claim
                under an insurance policy after the Effective Date will accrue
                to the Joint Venture and not to the Party in whose name the
                insurance is held. Either of the Parties may require that the
                insurance coverage of the Joint Venture be increased, beyond
                that approved by the Management Committee, provided that such
                Party shall bear the cost of the increased coverage. In the
                event of a claim for loss, any proceeds relating directly to
                such increased coverage shall be payable to the Party bearing
                the cost of same;

        (h)     The Manager may dispose of Joint Venture Assets, whether by
                abandonment, surrender or Transfer in the ordinary course of
                business, except that Properties may be abandoned or surrendered
                only as provided in Article 12. Without prior authorization from
                the Management Committee, the Manager shall not: (i) dispose of
                Joint Venture Assets not in the ordinary course of the business
                of the Joint Venture in any one transaction having a value in
                excess of $ [Deleted Text] million; (ii) enter into any sales
                contracts or commitments for Products; (iii) begin a liquidation
                of the Joint Venture Assets; or (iv) dispose of all or a
                substantial part of the Joint Venture Assets necessary to
                achieve the purposes set forth in this Agreement;

        (i)     The Manager shall have the right to carry out its
                responsibilities hereunder through agents, Affiliates or
                independent contractors;

        (j)     The Manager shall perform or cause to be performed all
                assessment and other work required by law in order to maintain
                any unpatented mining claims that are or may become a part of
                the Properties or Additional Rights. The Manager shall have the
                right to perform the assessment work required hereunder pursuant
                to a common plan of exploration and continued actual occupancy
                of such claims and sites shall not be required. The Manager
                shall not be liable on account of any

                                      -20-
<PAGE>

                determination by any court or governmental agency that the work
                performed by the Manager does not constitute the required annual
                assessment work or occupancy for the purposes of preserving or
                maintaining ownership of the claims, provided that the work done
                is in accordance with an adopted Program and Budget and is
                performed in accordance with Section 8.3. The Manager shall
                timely record with the appropriate Governmental Authorities
                evidence in proper form attesting to the performance of
                assessment work or notices of intent to hold in proper form, and
                allocating therein, to or for the benefit of each claim, at
                least the minimum amount required by Law to maintain such claim
                or site. The Manager will provide a Party and its
                representatives with access to records and information to permit
                a Party to have prepared for it a technical report or other
                assessment for its own purposes, but the cost of preparing any
                such report or assessment will be borne by the Party having it
                prepared and shall not be an Expenditure;

        (k)     If authorized by the Management Committee, the Manager may: (i)
                locate, amend or relocate any mineral rights; (ii) locate any
                fractions resulting from such amendment or relocation; (iii)
                apply for further mineral rights, permits to mine and/or mining
                leases or other forms of mineral tenure for any such mineral
                rights; (iv) abandon any mineral rights for the purpose of
                relocating such mineral rights or otherwise acquiring from a
                government agency rights to the ground covered thereby; (v)
                exchange with or convey to a Governmental Authority any of the
                Properties for the purpose of acquiring rights to the ground
                covered thereby or other adjacent ground; (vi) convert any
                mineral rights into one or more leases or other forms of mineral
                tenure pursuant to any Law; and (vii) contract with and pay
                compensation to any person including any Governmental Authority
                for surface rights, rights of access, easements, rights of way
                or any other form of other tenement whether located at or near
                the Properties or elsewhere useful in connection with the
                activities of the Joint Venture;

        (l)     The Manager shall keep and maintain, separate and apart from its
                other books and accounts and records, good and complete books of
                account and records pertaining to Operations and the management
                and operation of the Joint Venture Assets and its performance as
                Manager hereunder, including but not limited to:

                (i)     copies of all geological, geophysical, geochemical,
                        drilling, metallurgical and engineering records and
                        reports;

                (ii)    maps, drawings, surveys and other records, including
                        title records, relating to or describing the Properties
                        and all Operations thereon or in respect thereof;

                (iii)   all licences, approvals, consents and permits given by
                        Governmental Authorities and all reports and
                        correspondence relating thereto; and

                (iv)    detailed books of account and records as will properly
                        reflect, on an accrual basis and otherwise in accordance
                        with Canadian generally

                                      -21-
<PAGE>

                        accepted accounting principles, the accounting
                        procedures set out in Schedule "B" attached hereto and
                        customary cost accounting practices in the mining
                        industry, all transactions of the Manager in relation to
                        the management of Operations and the Joint Venture
                        Assets and the performance of its duties hereunder,
                        including those duties for which it will seek
                        reimbursement hereunder,

                in a central location known to each Party, and make such books
                and accounts and records available to the Parties or their duly
                authorized agents and representatives at all reasonable times
                for inspection, audit and/or reproduction. All such books and
                accounts and records shall be the property of the Joint Venture
                and, unless otherwise authorized by the Parties in writing,
                shall be maintained by the Manager and not destroyed and all
                such books and accounts and records and all reports of the
                Manager under this Agreement shall be subject to the audit
                pursuant to and in accordance with the accounting procedures set
                out in Schedule "B" attached hereto;

        (m)     The Manager shall keep the Management Committee advised of all
                Operations by submitting to the representative of each Party in
                writing the following information as soon as it is available to
                the Manager: (i) progress reports delivered within five Business
                Days after the end of each month, which include summaries of
                Operations and statements of Expenditures and comparisons of
                such Expenditures to the adopted Budget; (ii) monthly summaries
                of data acquired delivered within five (5) Business Days after
                the end of each month; (iii) a copy of any reports concerning
                Operations; (iv) a detailed final report within 45 days after
                completion of each Program and Budget, which shall include
                comparisons between actual and budgeted Expenditures and
                comparisons between the objectives and results of Programs; and
                (v) a copy of such other reports as the other Party may
                reasonably request. Items (i) through (iii) of this Section
                7.2(m) shall be submitted by the Manager as it prepares them in
                the normal course of business. Copying of items (i) through (v)
                will be charged to the Joint Account. The Manager shall
                forthwith communicate to both Parties concurrently any
                information that is material to the Operations. All information
                so communicated by the Manager is subject to the provisions of
                Article 16 hereof. At all reasonable times the Manager shall
                provide the Management Committee or the representative of any
                Party, upon the request of any member of the Management
                Committee, access to, and the right to inspect and copy, all
                maps, drill logs, core tests, reports, surveys, assays,
                analyses, production reports, operations, technical, accounting
                and financial records and other information acquired in
                Operations that has not been provided pursuant to items (i)
                through (v) of this Section 7.2(m); such information will be
                provided to the Management Committee as a charge to the Joint
                Account and if additional copies are required by a Party they
                will be paid for by that Party. In addition, the Manager shall
                allow upon written request (which request shall not be
                unreasonably denied) the Non-Manager, at the latter's sole risk
                and expense, and subject to reasonable safety regulations, to
                inspect the Joint Venture Assets and Operations at all
                reasonable times, so long as the inspecting Party does not
                unreasonably interfere with Operations;

                                      -22-
<PAGE>

        (n)     The Manager (i) shall perform all reclamation, rehabilitation
                and other mine closure obligations in respect of all Properties
                or any part thereof in a timely manner in accordance with all
                applicable Laws, the policies and plans of the Management
                Committee, and all mine closure plans, and (ii) shall cause the
                Joint Venture to complete and file with all Governmental
                Authorities having jurisdiction all mine closure plans and
                related financial assurances relating to the Properties and any
                past, present or future Operations conducted thereon. All such
                financial assurances shall be posted by the Parties
                proportionately to each Party's Participating Interest;

        (o)     The Manager shall undertake to perform Continuing Obligations
                when and as appropriate or required by any Laws or any
                contractual obligation. The Manager shall have the right to
                delegate performance of Continuing Obligations to Persons having
                demonstrated skill and experience in relevant disciplines. As
                part of each Program and Budget submission, the Manager shall
                prepare and distribute to the Parties a Program and Budget for
                performance of Continuing Obligations and shall keep the Parties
                reasonably informed about the Manager's efforts to discharge
                Continuing Obligations. Each Party shall have the right from
                time to time to enter the Properties to inspect work directed
                toward satisfaction of Continuing Obligations and audit books,
                records, and accounts related thereto;

        (p)     The Manager will appoint and remove the mine general manager of
                the Joint Venture. [Deleted Text]

        (q)     The Manager shall prepare for presentation to and the approval
                of the Management Committee, and implement and enforce,
                appropriate occupational health and workplace safety,
                sustainability and environmental protection and compliance
                policies and plans and such other policies and plans as the
                Management Committee shall deem appropriate or prudent. All such
                policies and plans will meet a standard which is at least as
                stringent as the more stringent of Placer's and Kinross' current
                standards or practices for the applicable policy or plan. The
                Manager shall prepare the initial policies and plans within the
                first full year of Operations; and

        (r)     The Manager shall undertake all other activities reasonably
                necessary to fulfill the foregoing.

7.3             STANDARD OF CARE

The Manager shall conduct all Operations in a good, workmanlike and efficient
manner using the skill and judgement, and exercising such degree of care and
skill as would reasonably be exercised by an experienced mining company
operating mining operations of the nature and scope of the Joint Venture and the
Joint Venture Assets, all in accordance with: (a) prevailing

                                      -23-
<PAGE>

mining industry standards and practices; (b) all Laws; (c) the terms of leases,
licenses, permits, contracts and other agreements pertaining to the Joint
Venture Assets; and (d) the occupational health and work place safety,
environmental protection and compliance and all other policies and plans adopted
by the Management Committee. The Manager shall not be liable to the Non-Manager
for any act or omission resulting in damage or loss except to the extent caused
by or attributable to the Manager's wilful misconduct or gross negligence.

The Manager shall not be in default of any duty under this Section 7.3 if its
failure to perform results from the failure of a Non-Manager to perform acts or
to contribute amounts required of it by this Agreement.

7.4      RESIGNATION AND DEEMED OFFER TO RESIGN

The Manager may resign upon giving not less than 90 days prior written notice to
the other Party, in which case the other Party may elect to become the new
Manager by notice to the resigning Party given within 60 days after the notice
of resignation is delivered. If the other Party does not so elect to become, or
appoint, the new Manager, this Agreement shall terminate and the resigning
Manager shall comply with the provisions of Section 11.4.

If any of the following shall occur, the Manager shall be deemed to have offered
to resign, which offer shall be accepted by the other Party, if at all, within
90 days following such deemed offer by notice in writing to the resigning Party
and the Manager (if not the resigning Party):

        (a)     the Participating Interest of the Manager becomes less than 50%;

        (b)     the Manager fails to propose a Program or Budget in any year;

        (c)     upon a final and unappealable determination of a court of law,
                that the Manager has failed to perform its duties and
                obligations hereunder in accordance with the Manager's standards
                of care set out in this Agreement;

        (d)     upon a final and unappealable decision of a court of law that
                the Manager has breached any material obligation, covenant or
                duty under this Agreement; or

        (e)     a receiver, liquidator, assignee, custodian, trustee,
                sequestrator or similar official for a substantial part of the
                Manager's assets is appointed and such appointment is neither
                made ineffective nor discharged within 60 days after the making
                thereof, or such appointment is consented to, requested by, or
                acquiesced in by the Manager.

If the other Party shall accept the Manager's deemed offer of resignation then
the Manager shall be deemed to have resigned and the other Party shall be the
successor Manager. In the case of the deemed resignation of the Manager under
any of Sections 7.4(b), (c) or (d), the other Party shall be the successor
Manager only for the remaining portion of the then current Program, after which
the Party who has a Participating Interest greater than that of the other Party
at the particular time shall be the Manager. In the case of Section 7.4(e) the
appointment of a successor Manager shall be deemed to pre-date the event giving
rise to the offer to resign.

                                      -24-
<PAGE>

7.5             CHANGE IN MANAGER

        (a)     If the Manager resigns or otherwise ceases to be Manager such
                former Manager shall forthwith turn over, transfer and deliver
                to the new Manager control and possession of the Joint Venture
                Assets, all documents, books, records and accounts pertaining to
                the performance of its functions as Manager and all monies held
                by it in its capacity as Manager. Upon such transfer and
                delivery the former Manager shall be released and discharged
                from, and the new Manager shall assume, all duties and
                obligations of Manager except the unsatisfied duties and
                obligations or any liabilities of the former Manager accrued or
                existing prior to the effective date of the change of Manager
                and for which the former Manager shall, notwithstanding its
                release or discharge, continue to remain liable.

        (b)     Upon the resignation or removal of the Manager hereunder, the
                new Manager may conduct an audit of the records of the former
                Manager with respect to Operations conducted under this
                Agreement within 60 days of such resignation or removal. The
                cost of any such audit will be borne by the Party that appointed
                the new Manager.

7.6             PAYMENTS TO MANAGER

The Manager shall be compensated for its services and reimbursed for its costs
hereunder in accordance with the Accounting Procedure and any agreement between
the Parties that may be entered into from time to time.

7.7             TRANSACTIONS WITH AFFILIATES

If the Manager engages any Affiliate to provide services hereunder, it shall do
so on terms no less favourable than would be the case in arm's-length
transactions.

7.8             ACTIVITIES DURING DEADLOCK

If the Management Committee for any reason fails to adopt a Program and Budget
for the maintenance of the Properties or a Mining Program and Budget for the
maintenance of the Joint Venture Assets for any calendar year or part thereof,
in the absence of contrary direction and subject to the receipt of necessary
funds, the Manager shall continue Operations at levels sufficient to maintain
the Properties and the Joint Venture Assets. In such event, for purposes of
determining required contributions of the Parties and their respective
Participating Interests, the last adopted Program and Budget or Mining Program
and Budget, as the case may be, shall be deemed extended. If the Management
Committee twice fails to adopt such a Program and Budget, then after the second
such occurrence the matter will be subject to the provisions of Article 14 as if
there had been a failure to agree on an Expenditure.

7.9             INDEMNIFICATION

The Manager's authority shall be limited to that authority which is conferred on
it by this Agreement and the Manager shall indemnify and hold the Non-Manager
and its Affiliates and their respective directors, officers and employees
harmless from and against any and all losses,

                                      -25-
<PAGE>

(other than profits) claims, demands, costs (including legal costs), expenses,
actions, causes of action, damages and liabilities (collectively, a "Claim")
arising out of the gross negligence or wilful misconduct of the Manager, its
directors, officers or employees in the performance of its duties as Manager
under this Agreement.

                                   ARTICLE 8
                              PROGRAMS AND BUDGETS

8.1             OPERATIONS PURSUANT TO PROGRAMS AND BUDGETS

Unless otherwise provided herein, Operations shall be conducted, expenses shall
be incurred, and Joint Venture Assets shall be acquired only pursuant to
approved Programs and Budgets.

8.2             PROGRAMS

The Manager shall propose a Program each year entailing:

        (a)     Exploration Operations, including geological mapping,
                geochemical sampling, geophysical surveys, drilling, underground
                or surface drilling, bulk sampling, and other work carried out
                to ascertain the existence, location, quantity, characteristics,
                and quality of deposits of Products on the Properties;

        (b)     Development Operations, that may entail in-depth drilling, test
                mining, a Feasibility Study, and other such work expended toward
                developing deposits of Products on the Properties, but does not
                encompass, by itself, construction, operation, maintenance, and
                attendant activities designed to bring a Mine on any of the
                Properties into production in reasonable commercial quantities;
                and

        (c)     Mining Operations that provides for ongoing operation,
                maintenance, modification, expansion, shut down and reclamation
                and attendant activities associated with the currently operating
                Mines owned by the Joint Venture, or a Program, after a
                Favourable Feasibility Study has been adopted, that is designed
                to bring a Mine into production and that provides for its
                subsequent operation, modification or expansion, shut down and
                reclamation. Mining Operations entail Development and Mining
                work, including in-depth drilling, test mining, engineering and
                design work, and work expended towards development of deposits
                of Products, as well as construction, operation, maintenance
                modification, expansion and attendant activities.

8.3             PREPARATION, PRESENTATION AND CONTENT OF PROGRAMS AND BUDGETS

        (a)     CONTENT AND SUBMISSION OF PROGRAMS - Proposed Programs and
                Budgets shall be prepared and submitted by the Manager to the
                Management Committee for review and consideration. Each Program
                shall be accompanied by and shall include a corresponding Budget
                and shall designate precisely the area on which Operations are
                to be performed, describe the work to be performed and state the
                estimated period of time required to perform the work.

                                      -26-
<PAGE>

        (b)     CONTENT OF BUDGETS - Each Budget shall be prepared in reasonable
                detail and shall set forth Expenditures for a budgeted item
                which, under generally accepted accounting principles, would be
                capitalized. Budget items for Exploration Operations shall, as
                near as is practicable, show the estimated expenditures for each
                calendar quarter covered by the Budget period. Budget items for
                any Development or Mining Operations shall, as near as is
                practicable, show the estimated Expenditures for each month
                covered by the Budget period.

        (c)     INITIAL PROGRAM AND BUDGET - The first Program and Budget shall
                be agreed upon by the Management Committee within 30 days of the
                Effective Date and shall commence upon such agreement being
                settled and be in effect through to the end of the calendar year
                in which the Effective Date falls. Until the initial Program and
                Budget have been approved by the Management Committee, the
                Manager will conduct Operations in accordance with the Programs
                and Budgets in effect for each of the Parties on the Effective
                Date.

        (d)     DURATION - After the period of the initial Program and Budget,
                any Program and Budget shall be for a period of one calendar
                year unless otherwise determined by the Management Committee but
                may extend for such longer period as is reasonably necessary to
                complete the Program.

        (e)     REVIEW - Each adopted Program and Budget, regardless of length,
                shall be reviewed at least once a year at a regular meeting of
                the Management Committee. During the period encompassed by any
                Program and Budget and at least 90 days prior to its expiration,
                a proposed Program and Budget for the succeeding period shall be
                prepared by the Manager and submitted to the Parties.

8.4             SUBMISSION AND APPROVAL OF PROPOSED PROGRAMS AND BUDGETS

        (a)     SUBMISSION OF MANAGER'S PROGRAM AND BUDGET - Within 30 days
                after the Manager submits a proposed Program and Budget to the
                Management Committee, the Non-Manager shall submit to the
                Management Committee:

                (i)     notice that the Non-Manager approves of the Program and
                        Budget; or

                (ii)    proposed modifications of the proposed Program and
                        Budget, which shall include detailed specific objections
                        regarding the proposed Program and Budget; or

                (iii)   notice that the Non-Manager rejects the proposed Program
                        and Budget.

                If a Non-Manager fails to give any of the foregoing responses
                within the allotted time, the failure shall be deemed an
                approval by the Party of the proposed Program and Budget. If a
                Non-Manager makes a timely submission to the Management
                Committee pursuant to Section 8.4(a)(ii) or 8.4(a)(iii), then
                the Management Committee shall within the following 30 days meet
                to consider the proposed Program and Budget and proposed
                modifications and seek to develop a complete Program and Budget
                acceptable to the Parties. The Manager

                                      -27-
<PAGE>

                shall then call a Management Committee meeting for purposes of
                reviewing and voting on the proposed Program and Budget, if any,
                proposed by the non-Manager and incorporated by the Manager.

        (b)     SUBMISSION OF NON-MANAGER'S PROGRAM AND BUDGET - If Management
                Committee approval of a proposed Program and Budget submitted by
                the Manager under Section 8.3(e) is not obtained at the meeting
                described in Section 8.4(a) by an affirmative vote of over 50%
                of Participating Interests, then the Non-Manager shall be
                entitled, within 30 days of that meeting, to submit a proposed
                Program and Budget for consideration and approval according to
                the procedure provided for the Manager's Program and Budget in
                Section 8.4(a).

        (c)     DEEMED APPROVAL OF MANAGER'S PROGRAM AND BUDGET - If Management
                Committee approval of a proposed Program and Budget submitted
                under Section 8.4(a) or (b) is not obtained, then the proposed
                Program and Budget submitted by the Manager, incorporating any
                modifications agreed upon by the Management Committee, shall be
                deemed adopted upon the Manager giving notice of its intent to
                conduct such Program and Budget; provided, however, that the
                Manager and the Management Committee shall use all reasonable
                efforts to accommodate the Non-Manager's position in preparation
                and approval of the Program and Budget.

8.5             ELECTION TO PARTICIPATE

        (a)     DEADLINE FOR ELECTION - Any Party whose proposed Program and
                Budget is adopted as provided in Section 8.4(a) or (b) is deemed
                to have elected to contribute to that Program and Budget in
                proportion to its then Participating Interest. By notice to the
                Management Committee within 20 days after either the final vote
                adopting a Program and Budget pursuant to Section 8.4(a) or (b)
                or receipt of notice pursuant to Section (c), whichever is
                applicable, a Party may elect to contribute to such Program and
                Budget (i) in proportion to its then respective Participating
                Interest or (ii) not at all. If the other Party fails to notify
                the Management Committee or the Party electing to conduct the
                Program within the 20 days, the Party so failing shall be deemed
                to have elected to contribute to such Program and Budget in
                proportion to its then respective Participating Interest. If a
                Party elects not to contribute in proportion to its
                Participating Interest, the Party that elected to contribute in
                proportion to its then Participating Interest may within an
                additional 20 days revise or revoke its election to contribute.

        (b)     PARTICIPATION IN PROGRAM AND BUDGET - If the other Party elects
                not to participate in a Program and Budget at all, that Party's
                Participating Interest shall be reduced as provided in Section
                5.3 or Section 5.4, as applicable. The Participating Interest of
                the contributing Party will be increased by the amount of the
                reduction in the Participating Interest of the non-contributing
                Party as provided in Section 5.3 or Section 5.4, as applicable.

                                      -28-
<PAGE>

8.6             BUDGETARY OVERRUNS

The Manager's monthly Budget reports will report on actual Expenditures incurred
for the previous month and for the year-to-date and will compare the forecast
Expenditures for the year to the budgeted Expenditures for the year. If the
forecasted Expenditures for the year (not including unexpected Expenditures as
defined in Section 8.8) materially exceed the budgeted Expenditures for the year
then the Manager will immediately notify the Parties for the purpose of
convening a Management Committee meeting to consider the overrun and a
re-forecast of the Expenditures. Thereafter, unless otherwise determined or
authorized by the unanimous approval of the Management Committee Nominees of
both Parties, if the Manager exceeds forecast Expenditures (or re-forecast
Expenditures, as the case may be) by more than [Deleted Text]%, then the amount
of the Budget overrun up to and including [Deleted Text]% shall be borne by the
Parties in proportion to their Participating Interest and the excess over 20%
shall be for the sole account of the Manager.

8.7             PARTICIPATION IN SUBSEQUENT PROGRAMS

A Party may participate in any subsequent Program at the level of the Party's
then Participating Interest unless the Party's Participating Interest has been
converted to an NSR Royalty interest pursuant to Section 5.6.

8.8             EMERGENCY OR UNEXPECTED EXPENDITURES

In case of emergency, the Manager may take any reasonable action it deems
necessary to protect life, limb or property, to protect the Joint Venture Assets
or to comply with Laws. The Manager may also make reasonable Expenditures on
behalf of the Parties for unexpected events which are beyond its reasonable
control, for which it has made reasonable attempts to discuss with the
Management Committee and which do not result from a breach by it of its standard
of care ("unexpected Expenditures"). The Manager shall promptly notify the
Parties of the emergency or unexpected Expenditure, and the Manager shall be
reimbursed for all resulting costs (except for such costs as result from a
breach by the Manager of its standard of care) by the Parties in proportion to
their respective Participating Interests at the time the emergency occurred
giving rise to the unexpected Expenditures. If a Party fails to reimburse the
Manager for the unexpected Expenditures, then the other Party may pay to the
Manager or the defaulting Party's share of unexpected Expenditures, whereupon
the amount so paid shall bear interest in accordance with, and the
non-defaulting Party shall have the rights pursuant to, the provisions of
Section 9.3.

                                   ARTICLE 9
                            ACCOUNTS AND SETTLEMENTS

9.1             MONTHLY STATEMENTS

The Manager shall promptly submit to the Management Committee monthly statements
of account reflecting in reasonable detail the charges and credits to the Joint
Account during the preceding month. As may reasonably be requested by the
Parties, the Manager may modify the statements prepared by it to accommodate the
specific accounting requirements of a Party to allow it to properly consolidate
its own financial statements.

                                      -29-
<PAGE>

9.2             CASH CALLS

Except where a Party has voluntarily elected not to participate in an adopted
Program and Budget pursuant to Sections 5.3 and 8.5, on the basis of the adopted
Program and Budget, the Manager will submit to each Party, at least five
Business Days in advance of when payment is required, a notice setting forth a
billing for estimated cash requirements for the following approximate two week
period. Each Party shall advance to the Manager its proportionate share of the
estimated amount on the first and fifteenth day of each month. The Manager shall
not maintain any material cash balance, and all material funds in excess of
immediate cash requirements shall be returned to the Parties in proportion to
their Participating Interests. In the event that a Party fails to advance to the
Manager its proportionate share of the estimated amounts in accordance with the
foregoing terms, the Manager shall immediately deliver to that Party written
notice of the failure to advance funds, whereupon such Party shall advance to
the Manager its proportionate share of the estimated amount within two Business
Days of the receipt of such notice, failing which such Party shall be in default
of such cash call. The Party that failed to pay a cash call when due under this
Section will reimburse the Manager or its Affiliate for any costs incurred or
interest paid by the Manager or its Affiliate as a result of them advancing
funds or drawing on a credit facility to cover the amount of the cash call not
made. None of the foregoing imposes on the Manager any obligation to fund any
shortfalls in cash requirements or any missed cash call or any other obligation
of the Parties under this Agreement.

9.3             FAILURE TO MEET CASH CALLS

A Party that fails to meet cash calls in the amount and at the times specified
in Section 9.2 in the circumstances where the other Party has met the
corresponding cash calls in the amount and at the times specified in Section
9.2, shall be in default and the amounts of the defaulted cash call shall bear
interest from the date due at an annual rate equal to three percentage points
over the Prime Rate, but in no event shall the rate of interest exceed the
maximum permitted by Law. Such interest shall accrue to the sole benefit of and
be payable to the non-defaulting Party, but shall not be deemed as amounts
contributed by the non-defaulting Party if dilution occurs pursuant to Section
5.5. The non-defaulting Party shall have those rights, remedies and elections
specified in Section 5.5.

                                   ARTICLE 10
                            DISPOSITION OF PRODUCTION

10.1            TAKING IN KIND

Each Party owning a Participating Interest shall take delivery of its
Participating Interest share of all refined gold produced by the Joint Venture
directly from the refinery designated by the Manager, which refinery initially
will be the Johnson Mathey facility in Brampton, Ontario. Each Party will take
in kind or separately dispose of its Participating Interest share of all other
Products produced by the Joint Venture. Any extra costs incurred in the taking
in kind or separate disposition by a Participant shall be borne by such
Participant. Nothing in this Agreement shall be construed as providing, directly
or indirectly, for any joint or cooperative marketing or selling of Products or
permitting the processing of Products owned by any third

                                      -30-
<PAGE>

party at any processing facility owned or constructed by the Parties pursuant to
this Agreement. The Manager will give notice in advance of the anticipated
delivery date upon which Products will be available. Each Party shall assume
risk of loss and take possession of such Products at the time and place
specified by the Manager and will thereafter bear the responsibilities and costs
of transportation, security and related expenses and shall, at its own expense,
construct, operate and maintain any facilities necessary to receive, store and
dispose of its share of production.

10.2            HEDGING

No Party shall have any obligation to account to any other Party for, nor have
any interest or right of participation in any profits or proceeds, nor have any
obligation to share in any losses from, or costs of futures, contracts, forward
sales, trading in puts, calls, options or any similar hedging, currency hedging,
price protection or marketing mechanism it may employ with respect to its
Participating Interest share of any Products produced or to be produced from the
Properties or elsewhere. Neither Party may commit the other Party's share of
production to any hedging, price protection or similar program undertaken by it.

                                   ARTICLE 11
                           WITHDRAWAL AND TERMINATION

11.1            TERMINATION BY EXPIRATION OR AGREEMENT

This Agreement shall terminate as expressly provided in this Agreement, unless
earlier terminated by written agreement between the Parties.

11.2            WITHDRAWAL AND OTHER EVENTS OF TERMINATION

        (a)     If a Party's Participating Interest in the Properties is reduced
                to less than 10% and converted to a 2% NSR Royalty, then it will
                be deemed to have withdrawn from the Joint Venture.

        (b)     Upon withdrawal of a Party so that only one Party remains, this
                Agreement shall terminate, and the withdrawing Party shall be
                deemed to have transferred to the remaining Party its
                Participating Interest, without cost and free and clear of
                Encumbrances arising by, through or under such withdrawing
                Party, except the NSR Royalty described in Section 5.6 and those
                other interests and exceptions to which both Parties have given
                their written consent after the date of this Agreement. The
                withdrawing Party shall execute and deliver all instruments as
                may be necessary to effect the transfer of its Participating
                Interest in the Joint Venture Assets and in this Agreement to
                the remaining Party. Any withdrawal under this Section 11.2
                shall not relieve the withdrawing Party of its share of
                Continuing Obligations or liabilities to third persons (whether
                such liabilities accrue before or after such withdrawal) arising
                out of Operations conducted prior to such withdrawal. For
                purposes of this Section 11.2, the withdrawing Party's share of
                such liabilities shall be equal to its Participating Interest at
                the time such liability was assumed (in the case of liabilities
                which existed on the Effective Date) or at the time of the
                action giving rise to such liability (in the case of the
                liabilities which arose after the Effective Date).

                                      -31-
<PAGE>

        (c)     In addition to withdrawal under Sections 11.2(a) and (b)
                resulting in termination, this Agreement shall also terminate
                under this Section 11.2(c) if any of the following occur:

                (i)     if at any time there are no Joint Venture Assets which
                        are subject to the provisions of this Agreement;

                (ii)    if the rights or all obligations of the Parties to
                        explore or mine or hold or rehabilitate the Properties
                        have been terminated and there are no further Continuing
                        Obligations; or

                (iii)   if one party acquires a Participating Interest such that
                        it holds 100% of the Participating Interests.

11.3            CONTINUING OBLIGATIONS

On termination of this Agreement under this Article 11, the Parties shall remain
liable for Continuing Obligations hereunder in proportion to their Participating
Interests at the time such liability was assumed (in the case of liabilities
which existed on the Effective Date) or at the time of the action giving rise to
such liability (in the case of the liabilities which arose after the Effective
Date) until final settlement of all accounts. Such Continuing Obligations
include liability for all amounts chargeable with respect to any Budget to which
the withdrawing Party is committed, including costs incurred pursuant to such
Budget after the effective date of withdrawal but not in excess of the most
recent cost estimates committed to, or approved by, such withdrawing Party. The
withdrawing Party shall also remain liable in proportion to its Participating
Interest for any liability, whether it accrues before or after termination, if
it arises out of Operations during the term of the Agreement. Each Party shall
be liable for its allocable share of the cost of satisfying all Continuing
Obligations, whether or not one of the Parties has previously withdrawn or
reduced its Participating Interest or had it converted to a royalty. If the
Participating Interests of the Parties change, the Manager should propose to the
Management Committee a method for fairly allocating such costs. Upon withdrawal,
the withdrawing Party will assign its interest in any mining claims, leases or
subleases to the remaining Party.

11.4            DISPOSITION OF JOINT VENTURE ASSETS ON TERMINATION

Promptly after termination of this Agreement under this Article 11, the Manager
shall take all action necessary to wind up the activities of the Parties, and
all costs and expenses incurred in connection with the termination of the
Agreement shall be expenses chargeable to the Parties. The Joint Venture Assets
shall first be paid, applied, or distributed in satisfaction of all liabilities
of the Parties to third parties and then to satisfy any debts, obligations or
liabilities owed to the Parties. Before distributing any funds or Joint Venture
Assets to Parties, the Manager shall segregate amounts which, in the Manager's
reasonable judgment, are necessary to discharge Continuing Obligations or to
purchase for the account of Parties, bonds or other security for the performance
of such obligations. Thereafter, any remaining cash and all other Joint Venture
Assets shall be distributed (in undivided interests unless otherwise agreed) to
the Parties according to their Participating Interests. No Party shall receive a
distribution of any interest in Products or proceeds from the sale thereof if
such Party's Participating Interest therein has been terminated pursuant to this
Agreement.

                                      -32-
<PAGE>

11.5            RIGHT TO DATA AFTER TERMINATION

After termination of this Agreement, each Party shall be entitled to a copy of
all information acquired by the Joint Venture before the effective date of
termination not previously furnished to it, but a terminating or withdrawing
Party shall not be entitled to copies of any such information relating to the
period after its withdrawal.

11.6            CONTINUING AUTHORITY

Until there are no longer any Continuing Obligations, the Manager shall have the
power and authority, subject to control of the Management Committee, if any, to
do all things on behalf of the Parties which are reasonably necessary to: (a)
wind up Operations and satisfy all Continuing Obligations; and (b) complete any
transaction and satisfy any obligation, unfinished or unsatisfied, at the time
of such termination or withdrawal, if the transaction or obligation arises out
of Operations prior to such termination or withdrawal. The Manager shall have
the power and authority to grant or receive extensions of time or change the
method of payment of an already existing liability or obligation, prosecute and
defend actions on behalf of the Parties, and take any other reasonable action in
any matter with respect to which the former Parties continue to have, or appear
or are alleged to have, an ongoing interest or an ongoing liability.

                                   ARTICLE 12
                     ABANDONMENT AND SURRENDER OF PROPERTIES

12.1            SURRENDER OR ABANDONMENT OF PROPERTY

Any Party may request the Management Committee to authorize the Manager to
surrender or abandon part or all of the Properties. If the Management Committee
authorizes any such surrender or abandonment over the objection of a Party, the
Party that desires to surrender or abandon shall assign to the objecting Party,
by quit claim deed and without cost to the objecting Party, all of the
surrendering Party's interest in the Properties sought to be abandoned or
surrendered, free and clear of all Encumbrances created by, through or under the
surrendering Party other than those to which the Parties have agreed, and the
abandoned or surrendered property shall cease to be part of the Properties. If
Properties to be abandoned or surrendered are located upon a mining lease or
sublease, abandonment shall be conducted in accordance with and only to the
extent permitted by any appurtenant mining lease or sublease and Laws. Any
assignment under this Section 12.1 shall not relieve the surrendering Party of
its Participating Interest share of liabilities arising out of Operations
conducted prior to such assignment. Any assignment of an interest pursuant to
this Section 12.1 shall not reduce or change the surrendering Party's
Participating Interest.

                                      -33-
<PAGE>

12.2            REACQUISITION

If any Properties are abandoned or surrendered under the provisions of this
Article, then, unless this Agreement is earlier terminated, no Party or any
Affiliate thereof shall acquire any interest in such Properties or a right to
acquire such Properties for a period of two years following the date of such
abandonment or surrender. If a Party reacquires any Properties in violation of
this Section 12.2, such Properties shall automatically become subject to the
terms of this Agreement and the other Party may elect by notice to the
reacquiring Party within 45 days after it has actual notice of such
reacquisition, to have such Properties continue to be subject to the terms of
this Agreement. If such election is made, such reacquisitions shall be held in
the proportion that each Party owned the reacquired Properties at the time they
were abandoned and the costs of reacquisition shall be paid in those
proportions. If such an election is not made, the reacquired properties shall
thereafter cease to be treated as Properties, and the costs of reacquisition
shall be borne solely by the reacquiring Party and shall not be included for
purposes of calculating the Parties' respective Participating Interests.

                                   ARTICLE 13
                              TRANSFER OF INTEREST



                                 [Deleted Text]



                                      -34-
<PAGE>

                                   ARTICLE 16
                                 CONFIDENTIALITY

16.1            GENERAL

The terms of this Agreement and all information obtained in connection with the
performance of this Agreement shall be the exclusive property of the Parties
and, except as provided in Section 16.2, shall not be disclosed to any third
party or the public without the prior written consent of the other Party, which
consent may be arbitrarily withheld. No Party need seek the consent of a Royalty
Holder under this Article 16; however, as set forth in Section 16.3, a Royalty
Holder shall continue to be bound by the confidentiality provisions of this
Article 16.

16.2            EXCEPTIONS

The consent required by Section 16.1 shall not apply to any disclosure:

        (a)     to an Affiliate, advisor, consultant, contractor or
                subcontractor that has a legitimate business need to know;

        (b)     to any third party to whom the disclosing Party contemplates a
                Transfer of all or any part of its interest in or to this
                Agreement, or all or any part of its Participating Interest,
                that has a legitimate business need to know;

        (c)     to a Governmental Authority or to the public which the
                disclosing Party believes in good faith is required by Laws or
                the rules of any relevant stock exchange; or

        (d)     to any actual or potential lender or underwriter that has a
                legitimate business need to know.

        In any case to which Section 16.2(b), (c) or (d) is applicable, the
        disclosing Party shall give notice to the other Party concurrently with
        the making of such disclosure specifying the entity receiving the
        information and the reason for the disclosure. This notice shall include
        a summary of the information disclosed and, if requested by the other
        Party, copies of all confidential information delivered by the
        disclosing Party, and, in the case of information delivered under
        Sections 16.2(b) or (d), a copy of an agreement protecting the
        confidential information from further disclosure. Prior to any
        disclosure pursuant to Section 16.2(b), such third party shall first
        agree in writing to protect the confidential information from further
        disclosure to the same extent as the Parties are obligated under this
        Article 16.

                                      -35-
<PAGE>

16.3            DURATION OF CONFIDENTIALITY

The provisions of this Article 16 shall apply during the term of this Agreement
and for two years following termination of this Agreement pursuant to Article 11
and shall continue to apply to any Party who withdraws, who is deemed to have
withdrawn, or who Transfers its Participating Interest, for two years following
the date of such withdrawal or Transfer. Any Party whose Participating Interest
is converted to an NSR Royalty and any Person who becomes a Royalty Holder by
means of a permitted Transfer of all or part of the NSR Royalty hereunder shall
be bound by the confidentiality provisions of this Article 16 for so long as
this Agreement remains in force.

16.4            INTERNAL PROPRIETARY INFORMATION

        (a)     Subject to (b) below, all intellectual property rights will
                remain the property of the owner or licensor of those
                intellectual property rights.

        (b)     All intellectual property rights in any new invention,
                technological developments or improvement to an existing
                invention created or developed in connection with or for the
                purposes of the Joint Venture will become and remain the
                property of owners of the original property rights.

        (c)     The owner of intellectual property rights licensed or used
                pursuant to this Agreement shall indemnify and save the other
                Party harmless from all claims and related costs and damages
                based on an allegation that any of the intellectual property
                rights infringes the proprietary rights of any third party.

        (d)     If a Party ceases to be entitled to use the intellectual
                property rights it has provided under this Agreement, it shall
                immediately notify the other Party and will not be liable in
                respect of any infringement claim for the unauthorized use of
                such intellectual property rights from the date of notification.

16.5            PUBLIC ANNOUNCEMENTS

Except as provided in Section 16.2(c), each Party shall consult with and obtain
the consent of the other Party or Parties (which consent is not to be
unreasonably withheld) prior to making or issuing any public announcement, press
release, or similar publicity or disclosure with respect to this Agreement or
any agreement entered into contemporaneously herewith or with respect to any
activities under this Agreement or any such other agreements. As early as
practicable, and not less than 24 hours, before a Party makes any public
announcement concerning this Agreement or activities undertaken pursuant hereto
(unless the disclosing Party demonstrates that earlier disclosure is required by
Law), such Party shall first give the other Parties notice of the intended
announcement, including a copy of such proposed announcement, and the other
Party shall have the right to comment on such announcement. If a Party is
required by Law to make earlier disclosure, it will provide a copy of such
disclosure to the other Parties as soon as practicable thereafter.

                                      -36-
<PAGE>

                                   ARTICLE 17
                         TAX DEDUCTIONS AND CERTIFICATES

17.1            DEDUCTIONS

Each Party shall be entitled for tax purposes to take advantage of any
deductions or incentives or any elections which may be available under the
provisions of applicable federal, provincial, territorial or municipal tax laws,
regulations and incentive programs in relation to costs and expenses incurred by
it hereunder. Whenever deductions, incentives or elections are granted to the
Parties individually but a joint election is required, each Party agrees that it
will join with the other Party and execute and deliver any documentation
required in connection therewith and otherwise furnish such information and take
such action as may be reasonably requested by the other Party in connection
therewith; provided that nothing herein contained shall require any Party to
take any action which in the written opinion of counsel for that Party is likely
to be detrimental to that Party's tax position.

17.2            CERTIFICATES

Should any Party who becomes a non-resident for purposes of the Tax Act make a
disposition of a Canadian resource property or taxable Canadian Property within
the meaning of the Tax Act, then the disposing Party shall take all steps as are
necessary including the payment of money to obtain a certificate or certificates
pursuant to section 116 of the Tax Act designating one or more certificate
limits equal to the estimated amount of the proposed proceeds of disposition. If
the disposing Party does not obtain such certificate with a certificate limit
not less than the proceeds of disposition, then the Manager may withhold from
any payment due to such Party in respect of such disposition or from any
subsequent payment due or otherwise recover (until such time as the disposing
Party delivers a certificate with a certificate limit equal to the proceeds of
the disposition) an amount necessary to permit the Manager to remit to the
Receiver General of Canada the tax for which any Party is liable under section
116 of the Tax Act.

17.3            GST ELECTION

The Manager and each Party shall jointly elect in the prescribed form to
authorize the Manager to perform all necessary functions relating to the goods
and services tax payable under the provisions of section 273 of the EXCISE TAX
ACT (Canada), and any applicable provincial legislation relating to goods and
services (collectively, "GST"), as amended from time to time, which is payable
by the Manager and which arise out of the ownership and operation of the
Properties or the delivery of each Party's share of Product, if any. Should the
Manager receive any rebate of GST in respect of the Operations, such rebate
shall be credited to the Joint Account.

17.4     MINING TAX ALLOCATIONS


                                 [Deleted Text]



        (d)     [Deleted Text]


                                      -37-
<PAGE>

                                   ARTICLE 18
                                     GENERAL

18.1            NOTICES

All notices, payments and other required communications ("Notices") to the
Parties shall be in writing, and shall be delivered or sent by facsimile,
addressed respectively as follows:

        (a)     in the case of a Notice to Placer at:

                Placer Dome (CLA) Limited
                130 Adelaide Street West
                Suite 3201
                Toronto, Ontario M5H 3P5

                Attention:    The Secretary
                Fax:          416.363.5950

                                      -38-
<PAGE>

                with a copy to:

                Placer Dome Inc.
                P.O. Box 49330 Bentall Station
                1600, 1055 Dunsmuir Street
                Vancouver, B.C.
                V7X 1P1

                Attention:        The Secretary
                Fax:              604.684.7261

                and a copy to (which delivery shall not constitute notice to
                Placer):


                                 [Deleted Text]


        (b)     in the case of a Notice to Kinross at:

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

                Attention:        Corporate Secretary
                Fax:              416.363.6622

                with a copy to (which delivery shall not constitute notice to
                Kinross):


                                 [Deleted Text]


        (c)     And in the case of Notice to the Management Committee:

                To the appointed member thereon of the other Party c/o the other
                Party as specified above.

                                      -39-
<PAGE>

        (d)     And in the case of Notice to the Manager if it is not a Party:

                To the address, individual's attention, telephone and facsimile
                specified in the communication appointing such Manager.

Notice sent by courier will be deemed to have been received when it is
delivered, and notice sent by facsimile will be deemed to have been received on
the day it is sent, if during regular business hours, and otherwise on the next
business day.

18.2            WAIVER

The failure of a Party to insist on the strict performance of any provision of
this Agreement or to exercise any right, power or remedy upon a breach hereof
shall not constitute a waiver of any provision of this Agreement or limit the
Party's right thereafter to enforce any provision or exercise any right.

18.3            AMENDMENT

No amendment, supplement, modification, waiver or termination of this Agreement
and, unless otherwise specified, no consent or approval by any Party, shall be
binding unless executed in writing by the Party to be bound thereby.

18.4            FORCE MAJEURE

        (a)     Except for any obligation to make payments when due hereunder,
                and except for the obligations of the Manager to continue
                Operations to the extent appropriate in the circumstances to
                preserve the Joint Venture Assets, the cost of which will be
                borne by the Joint Venture, the obligations of a Party shall be
                suspended to the extent and for the period that performance is
                prevented by any cause, whether foreseeable or unforeseeable,
                that is beyond its reasonable control, including: labour
                disputes (however arising and whether or not employee demands
                are reasonable or within the power of the party to grant); acts
                of God; laws, regulations, orders, proclamations, instructions
                or requests of any Governmental Authority; judgments or orders
                of any court; inability to obtain on reasonably acceptable terms
                any public or private license, permit or other authorization;
                curtailment or suspension of activities to remedy or avoid an
                actual or alleged, present or prospective violation of federal,
                provincial or territorial or local environmental standards; acts
                of war or conditions arising out of or attributable to war,
                whether declared or undeclared; riot, civil strife, insurrection
                or rebellion; fire, explosion, earthquake, storm, flood, sink
                holes, drought or other adverse weather conditions; delay or
                failure by suppliers or transporters of materials, parts,
                supplies, services or equipment or by contractors' or
                subcontractors' shortage of, or inability to obtain, labour,
                transportation, materials, machinery, equipment, supplies,
                utilities or services; accidents; breakdown of equipment,
                machinery or facilities; actions by native rights or
                environmental pressure groups; or any other cause whether
                similar or dissimilar to the foregoing. The affected Party shall
                promptly give notice to the other Parties of the suspension of
                performance, stating therein the nature of the suspension, the
                reasons therefor, and the expected duration thereof. The
                affected Party shall resume performance as soon as reasonably
                possible and, in any event, upon the termination of the event of
                force majeure. Commercial frustration, commercial
                impracticability or the occurrence of unforeseen events
                rendering performance hereunder uneconomical shall not
                constitute an excuse of performance of any obligation imposed
                hereunder.

                                      -40-
<PAGE>

        (b)     In the event that any Party asserts that an event of force
                majeure has occurred, it shall give notice in writing to the
                other Parties specifying the following:

                (i)     the cause and nature of the alleged event of force
                        majeure;

                (ii)    a summary of the action it or its representatives,
                        agents, contractors or employees have taken to the date
                        of such notice to correct or terminate the alleged event
                        of force majeure; and

                (iii)   the reasonably expected duration of the period of force
                        majeure.

        (c)     Any Party asserting an event of force majeure shall provide
                ongoing periodic notice in writing to the other Parties with
                respect to such events of force majeure, including the matters
                set out in Section (b) above, within fifteen (15) days of the
                end of each calendar month during the period of force majeure
                and shall provide prompt notice in writing to the other Parties
                upon the termination of the event of force majeure.

18.5            FURTHER ASSURANCES

The Parties shall with reasonable diligence do all such things and provide all
such reasonable assurances as may be required to consummate the transactions
contemplated by this Agreement, and each Party shall provide such further
documents or instruments required by any other Party as may be reasonably
necessary or desirable to effect the purpose of this Agreement and carry out its
provisions.

18.6            SURVIVAL OF TERMS AND CONDITIONS

The following Sections shall survive the termination of this Agreement to the
full extent necessary for their enforcement and the protection of the Party in
whose favour they run: Sections 5.5, 5.6, 5.7, 9.3, 11.2, 11.3, 11.4, 11.5,
11.6, 16.3 and 18.11.

18.7            SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and enure to the benefit of the Parties and
their respective successors (including any successor by reason of amalgamation
of any Party) and permitted assigns.

                                      -41-
<PAGE>

18.8            NO PARTNERSHIP

Nothing contained in this Agreement shall be deemed to constitute any Party the
partner of any other, nor, except as otherwise herein expressly provided, to
constitute any Party the agent or legal representative of any other, nor to
create any fiduciary relationship between them. It is not the intention of the
Parties to create, nor shall this Agreement be construed to create, any mining,
commercial or other partnership. No Party shall have any authority to act for or
to assume any obligation or responsibility on behalf of any other Party, except
as otherwise expressly provided herein. The rights, duties, obligations and
liabilities of the Parties shall be several and not joint or collective. Each
Party shall be responsible only for its obligations as herein set out and shall
be liable only for its share of the costs and expenses as provided herein, it
being the express purpose and intention of the Parties that their ownership of
Joint Venture Assets and the rights acquired hereunder shall be as tenants in
common. Each Party shall indemnify, defend and hold harmless each other Party,
its directors, officers, employees, agents and attorneys from and against any
and all losses, claims, damages and liabilities arising out of any act or any
assumption of liability by the indemnifying Party, or any of its directors,
officers, employees, agents and attorneys done or undertaken, or apparently done
or undertaken, on behalf of the other Party, except pursuant to the authority
expressly granted herein or as otherwise agreed in writing between the Parties.

18.9            FURTHER GROUND WITHIN DEVELOPMENT AREA AND OTHER BUSINESS
                OPPORTUNITIES


                                 [Deleted Text]


        (h)     [Deleted Text]

                                      -42-
<PAGE>

18.10           WAIVER OF RIGHTS OF PARTITION AND SALE

The Parties hereby waive and release all rights of partition or of sale in lieu
thereof, or other division of Joint Venture Assets, including any such rights
provided by statute and all similar rights applicable in the jurisdiction in
which the Properties are located.

18.11           EXPENSE AND COMMISSIONS

Each Party shall pay its own legal and other costs and expenses incurred in
connection with this Agreement and agrees to save harmless each other Party from
and against any and all claims whatsoever for any commissions or other
remuneration payable or alleged to be payable to anyone acting on its behalf.

18.12           EXECUTION AND DELIVERY

This Agreement may be executed by the Parties in counterparts and may be
executed and delivered by facsimile, and all such counterparts and facsimiles
shall together constitute one and the same agreement.

18.13           RULE AGAINST PERPETUITIES

Notwithstanding any provision of this Agreement, the Parties do not intend that
there shall be any violation of the rule against perpetuities, the rule against
unreasonable restraints on the alienation of property or any related rule
against interests that last too long. Accordingly, if any right, or option to
acquire any interest in the Properties, in a Participating Interest, in the
Joint Venture Assets, or in any real property exists under this Agreement, such
right or option must be exercised if at all, so as to vest such interest in the
acquiring Party within time periods permitted by applicable Laws. If, however,
any such violation should inadvertently occur, the Parties hereby agree that a
court will be asked to reform that provision in such a way as to approximate
most closely the intent of the Parties within the limits permissible under such
Laws.

18.14           PAYMENT OF ROYALTIES

All required payments of royalties to third parties shall be made by each Party
proportionately (based on each Party's Participating Interest) following the
disposition of Products in accordance with Article 10, and each Party undertakes
to make such payments in a timely manner in accordance with the terms of
applicable agreements.

                                      -43-
<PAGE>

18.15           DISPUTES

The Parties contemplate that all matters in dispute under this Agreement, other
than the matters set forth in Section 6.2(c) or Section 7.4(c) or (d), shall be
settled as follows:

        (a)     In the event the Management Committee representatives of the
                Parties are unable to resolve such dispute within twenty (20)
                days of being seized of the matter in dispute, then the matter
                in dispute shall be referred to the Chief Executive Officers of
                the Parties specifying in detail the matter in dispute, and the
                Chief Executive Officers of each Party shall meet and use
                reasonable efforts to resolve the dispute.

        (b)     If the Chief Executive Officers of the Parties are unable to
                resolve the dispute within five Business Days of the matter
                being referred to them to resolve by the Management Committee
                representatives of the Parties, or if any Chief Executive
                Officer refuses or is unable to participate in any meeting to
                resolve the matter in dispute within such five Business Days,
                then the matter in dispute shall be settled by final and binding
                arbitration with no appeal from the decision of the arbitrators;
                provided, however, no Party may refer any matter to arbitration
                without first having given 10 days advance written notice to the
                other Party specifying in detail the matter to be arbitrated,
                its proposed resolution of such matter and the intention to
                refer the matter to arbitration (collectively, a "Notice of
                Intended Arbitration"). After 10 days have elapsed from the
                delivery to the other Party of a Notice of Intended Arbitration
                without resolution of the matter, the Party who gave such notice
                may refer the dispute to arbitration pursuant to all the
                provisions of the ARBITRATION ACT, 1991 (Ontario) and
                regulations thereunder (collectively, the "Arbitration
                Provisions") by naming an arbitrator and notifying the other
                Party of the arbitrator appointed by it accompanied by that
                arbitrator's acceptance of his or her appointment.

        (c)     If the Parties agree in writing on a single arbitrator, any
                matter covered by a Notice of Intended Arbitration under this
                Agreement may be referred by the Parties to arbitration by a
                single arbitrator in lieu of the arbitration panel otherwise
                contemplated herein. The Parties contemplate the arbitrator(s)
                appointed will be persons qualified by experience and skill in
                the area(s) referred to in the Notice of Intended Arbitration.
                The Parties further contemplate the arbitrator(s) will determine
                the matter specified in the Notice of Intended Arbitration,
                reduce their decision to writing and deliver a copy to each
                party, all within 45 days of the appointment of the last
                arbitrator, subject to any reasonable delay due to unforeseen
                circumstances. Notwithstanding the foregoing, if the single
                arbitrator fails to make a decision within 60 days after
                appointment or if the arbitrators, or a majority of them, fail
                to make a decision within 60 days after the appointment of the
                third arbitrator, then either of the Parties may by notice to
                the other elect to have a new single arbitrator or arbitrators
                chosen in like manner as if none had previously been selected;

                                      -44-
<PAGE>

        (d)     If a Party does not agree on a single arbitrator, the other
                Party shall, within 10 days of the delivery of the notice of
                appointment and acceptance of the first appointed arbitrator,
                appoint an arbitrator and deliver to the other Party notice of
                such appointment and the acceptance of the appointed arbitrator.
                If two arbitrators are appointed, those arbitrators shall within
                15 days of the appointment of the second of them choose a third
                member of the arbitration panel. If either Party fails to choose
                an arbitrator or the two arbitrators appointed by the Parties,
                fail to choose a third member of the arbitration panel, a judge
                of the Ontario Court (General Division) shall, upon the request
                of either Party, appoint the arbitrator or arbitrators to
                complete the three person arbitration panel.

        (e)     The Parties agree that proceedings before the arbitrator(s)
                shall take place in Toronto, Ontario, or such other place as the
                arbitrator(s) may determine.

        (f)     Each Party to this Agreement expressly agrees with each other
                Party that the arbitrators appointed hereunder shall have all
                the rights and obligations provided for in the Arbitration
                Provisions and additionally that the arbitrators shall be
                entitled to finally determine all questions of law, fact and
                mixed fact and law without reference or appeal to any court.

        (g)     The fees and expenses of the arbitrator(s) (unless otherwise
                determined by the arbitrator(s)) shall be paid by the Parties
                equally.

        (h)     None of the Parties concerned shall be deemed to be in default
                of any matter being arbitrated until 10 days after the decision
                of the arbitrator(s) is delivered to all of them.

18.16           COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed to
be an original and each of which taken together shall be deemed to constitute
one and the same instrument. Counterparts may be executed either in original or
faxed form and the Parties adopt any signatures received by a receiving fax
machine as original signatures of the Parties; provided, however, that any Party
providing its signature in such manner shall promptly forward to the other Party
an original of the signed copy of this Agreement which was so faxed.

                                      -45-
<PAGE>

18.17           LANGUAGE

The Parties confirm that it is their wish that this Agreement, as well as any
other documents relating to this Agreement, including notices, schedules and
authorizations, have been and shall be drawn up in the English language only.
LES SIGNATAIRES CONFIRMENT LEUR VOLONTE QUE LA PRESENTE CONVENTION, DE MEME QUE
TOUS LES DOCUMENTS S'Y RATTACHANT, Y COMPRIS TOUT AVIS, ANNEXE ET AUTORISATION,
SOIENT REDIGES EN ANGLAIS seulement.

IN WITNESS OF WHICH the parties have duly executed this Agreement.


PLACER DOME (CLA) LIMITED                    KINROSS GOLD CORPORATION

By: /s/ George Pirie                         By: /s/ John W. Ivany
-----------------------------                ----------------------------------
Name:  George Pirie                          Name:  John. W. Ivany
Title: Vice President and CFO                Title: Executive Vice President

                                      -46-
<PAGE>



                                  ALL SCHEDULES



                             [INTENTIONALLY DELETED]
</TEXT>
</DOCUMENT>
