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<SEC-DOCUMENT>0001188112-05-000445.txt : 20050315
<SEC-HEADER>0001188112-05-000445.hdr.sgml : 20050315
<ACCEPTANCE-DATETIME>20050315155348
ACCESSION NUMBER:		0001188112-05-000445
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20050331
FILED AS OF DATE:		20050315
DATE AS OF CHANGE:		20050315

FILER:

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

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13382
		FILM NUMBER:		05681703

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PLEXUS RESOURCES CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>t6k-5206.txt
<DESCRIPTION>6-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 6-K

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

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

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

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

                          Form 20-F_____ Form 40-F__X__

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

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

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

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

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

                                 Yes_____ No__X__


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

_______________

<PAGE>

                                                                          Page 2


This report on Form 6-K is being furnished for the sole purpose of providing a
copy of the Company's Article of Amalgamation dated January 1, 2005, By-Law No.
1, the Porcupine Joint Venture Agreement dated July 1, 2002 between the Company
and Placer Dome (CLA) Limited and the Technical Report for the Paracatu Mine
dated March, 2005 .

                                      INDEX





                                Table of Contents



SIGNATURES
EXHIBIT INDEX
99.1    Kinross Gold Corporation Articles of Amalgamation dated January 1, 2005.
99.2    Kinross Gold Corporation By-Law 1
99.3    Porcupine Joint Venture Agreement dated July 1, 2002.
99.4    Paracatu Mine Technical Report dated March 15, 2005.
99.5    Consent of Expert - Wesley Hanson dated March 15, 2005
99.6    Consent of Expert - Rodney Cooper dated March 15, 2005

<PAGE>

                                                                          Page 3
                                   SIGNATURES

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

                                                     KINROSS GOLD CORPORATION



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





March 15, 2005.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>tex99_1-5206.txt
<DESCRIPTION>EX-99.1
<TEXT>
<PAGE>

                                                                               1

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

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

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

JANUARY 01                        JANVIER, 2005

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



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



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

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


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

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

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

</TABLE>

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

                                                                                                          1A

                                                      SCHEDULE

                                                      TO FORM 4

                                             ARTICLES OF AMALGAMATION OF


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

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


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


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


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


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


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


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


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


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

</TABLE>

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

                                                                                                                 2



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

                                                 CHECK          COCHER
                                                 A OR B         A OU B

                                                        [   X  ]

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

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

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

      Kinross Gold Corporation              1456671                             December 16, 2004


      TVX Gold Inc.                         1600484                             December 16, 2004

</TABLE>

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

                                                                                                                3

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

            None.








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


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

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                           <C>
                                                                                                                4

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

            Please see pages 4A to 4P attached hereto.

</TABLE>

<PAGE>

                                                                              4A

PART 1 - INTERPRETATION

In this Appendix

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

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

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

PART 2 - COMMON SHARES

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

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

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

PART 3 - PREFERRED SHARES

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

Section 3.1     DEFINITIONS AND INTERPRETATION:

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

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

<PAGE>

                                                                              4B

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

                                                                              4C

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

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

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

        (c)     Notice:

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

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

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

<PAGE>

                                                                              4D

Section 3.2     CONVERSION PRIVILEGE

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

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

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

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

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

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

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

<PAGE>

                                                                              4E

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

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

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

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

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

                        (B)     the fraction

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

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

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

<PAGE>

                                                                              4F

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

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

                                        (2)     the number determined by
                                                dividing either

                                                (x)     the product of

                                                        1.    the number of
                                                              Common Shares so
                                                              offered, and

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

                                                (y)     the product of

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

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

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

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

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

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

<PAGE>

                                                                              4G

                        (C)     evidences of indebtedness; or

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

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

                        (E)     the fraction

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

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

                                        (1)     the product of

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

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

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

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

                                                                              4H

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

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

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

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

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

<PAGE>

                                                                              4I

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

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

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

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

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

Section 3.3     DIVIDENDS:

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

<PAGE>

                                                                              4J

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

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

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

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

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

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

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

<PAGE>

                                                                              4K

Section 3.4     REDEMPTION:

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

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

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

<PAGE>

                                                                              4L

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

Section 3.5     RETRACTION:

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

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

<PAGE>

                                                                              4M

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

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

Section 3.6     PURCHASE FOR CANCELLATION:

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

<PAGE>

                                                                              4N

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

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

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

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

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

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

        unless:

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

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

<PAGE>

                                                                              4O

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

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

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

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

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

<PAGE>

                                                                              4P

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

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

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

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

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

                                                                                                          5

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








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

            Not Applicable.








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


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

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

                                                                                                          6

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







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



            KINROSS GOLD CORPORATION                          TVX GOLD INC.


            PER: /s/ Shelley M. Riley                         PER: /s/ Shelley M. Riley
                ---------------------------------------           ---------------------------------------
                Shelley M. Riley,                             Shelley Riley
                Corporate Secretary                           Corporate Secretary
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>tex99_2-5206.txt
<DESCRIPTION>EX-99.2
<TEXT>
<PAGE>


                                    BY-LAW 1




                       A by-law relating generally to the

                   transaction of the business and affairs of

                            KINROSS GOLD CORPORATION




                                    CONTENTS


                                                                        Page No.
                                                                        --------

Article One          Interpretation                                        1

Article Two          Meetings of Shareholders                              2

Article Three        Directors                                             5

Article Four         Officers and Employees                                8

Article Five         Conduct of Directors and Officers and Indemnity       9

Article Six          Miscellaneous                                         10

<PAGE>

                                    BY-LAW 1
                                    --------


                           ARTICLE ONE INTERPRETATION

1.1.    DEFINITIONS: In this by-law and all other by-laws of the Corporation,
unless the context otherwise requires:

        (a)     "Act" means the Business Corporations Act (Ontario) or any
                successor statute, as amended from time to time, and includes
                the regulations thereunder;

        (b)     "Corporation" means Kinross Gold Corporation;

        (c)     "holiday" means Sunday and any other day that is a holiday as
                defined in the Interpretation Act (Ontario) or any successor
                statute, as amended from time to time;

        (d)     "person" includes an individual, body corporate, sole
                proprietorship, partnership or syndicate, an unincorporated
                association or organization, a joint venture, trust or employee
                benefit plan, a government or any agency or political
                subdivision thereof, and a person acting as trustee, executor,
                administrator or other legal representative;

        (e)     "recorded address" means, with respect to a single shareholder,
                his latest address as recorded in the securities register of the
                Corporation; with respect to joint shareholders, the first
                address appearing in the securities register in respect of their
                joint holding; and with respect to any other person, but subject
                to the Act, his latest address as recorded in the records of the
                Corporation or otherwise known to the Secretary;

        (f)     subject to the foregoing, words and expressions that are defined
                in the Act have the same meanings when used in the by-laws; and

        (g)     words importing the singular include the plural and vice-versa,
                words importing any gender include the masculine, feminine and
                neuter genders, and headings are for convenience of reference
                only and shall not affect the interpretation of the by-laws.

<PAGE>

                                   ARTICLE TWO

                            MEETINGS OF SHAREHOLDERS

2.1.    ANNUAL MEETING: The annual meeting of the shareholders shall be held on
such day and at such time as the board may, subject to the Act, determine from
time to time, for the purpose of transacting such business as is properly
brought before the meeting.

2.2.    SPECIAL MEETING: From time to time the board may call a special meeting
of the shareholders to be held on such day and at such time as the board may
determine. Any special meeting of shareholders may be combined with an annual
meeting.

2.3.    PLACE OF MEETINGS: Meetings of shareholders shall be held at such place
within Canada as the board may determine from time to time.

2.4.    RECORD DATE: The board may fix in advance a record date, preceding the
date of any meeting of shareholders by not more than 50 clear days nor less than
21 clear days, for the determination of the shareholders entitled to notice of
the meeting, and where no such record date for notice is fixed by the board, the
record date for notice shall be the close of business on the day immediately
preceding the day on which notice is given. Notice of any such record date fixed
by the board shall be given in the manner required by the Act.

2.5.    SHAREHOLDER LIST: For each meeting of shareholders the Secretary shall
cause to be prepared an alphabetical list of shareholders entitled to receive
notice of the meeting showing the number of shares entitled to be voted at the
meeting and held by each such shareholder. The list shall be prepared (i) if a
record date for such notice is fixed by the board, not later than 10 clear days
thereafter, or (ii) if no such record date is fixed by the board, at the close
of business on the day immediately preceding the day on which notice of the
meeting is given.

2.6.    NOTICE: Notice in writing of the time, place and purpose for holding
each meeting of shareholders shall be sent not less than 21 clear days nor more
than 50 clear days before the date on which the meeting is to be held, to each
director, the auditor of the Corporation and each person who on the record date
for notice appears in the securities register of the Corporation as the holder
of one or more shares carrying the right to vote at the meeting or as the holder
of one or more shares the holders of which are otherwise entitled to receive
notice of the meeting. Notice of a meeting of shareholders shall state or be
accompanied by the text of any special resolution or by-law to be submitted to
the meeting and a statement in accordance with the Act of the nature of all
special business to be transacted at the meeting. Reference is made to sections
6.07 to 6.12.

2.7.    PROXY AND MANAGEMENT INFORMATION CIRCULAR: The Secretary shall,
concurrently with sending notice of a meeting of shareholders, (i) send a form
of proxy and management information circular in accordance with the Act to each
shareholder who is entitled to receive notice of and appears entitled to vote at
the meeting, (ii) send such management information circular to any other
shareholder who is entitled to receive notice of the


                                       2.
<PAGE>

meeting, to any director who is not a shareholder entitled thereto and to the
auditor, and (iii) file with the Ontario Securities Commission and any other
agencies entitled thereto a copy of all documents sent in connection with the
meeting.

2.8.    FINANCIAL STATEMENTS: Not less than 21 clear days before each annual
meeting of shareholders the Secretary shall send to each shareholder a copy of
the annual financial statements of the Corporation and the auditor's report
thereon. The Secretary shall also file a copy of the financial statements of the
Corporation with the Ontario Securities Commission and any other agencies
entitled thereto, as and when required.

2.9.    PERSONS ENTITLED TO BE PRESENT: The only persons entitled to attend a
meeting of shareholders shall be those persons entitled to notice thereof and
others who although not entitled to notice are entitled or required under any
provision of the Act or the by-laws to be present at the meeting. Any other
person may be admitted only on the invitation of the chairman of the meeting or
with the consent of the meeting.

2.10.   CHAIRMAN. SECRETARY AND SCRUTINEER: The Chairman of the Board or in his
absence the Vice-Chairman of the Board or in his absence the President or in
their absence a person designated by the board shall be chairman of any meeting
of shareholders. If no such person is present within 15 minutes after the time
appointed for the holding of the meeting, the persons present and entitled to
vote shall choose one of their number to be chairman. If the Secretary is
absent, the chairman shall appoint some person, who need not be a shareholder,
to act as secretary of the meeting. One or more scrutineers, who need not be
shareholders, may be appointed by the chairman or by a resolution of the
shareholders.

2.11.   QUORUM: The quorum for the transaction of business at any meeting of
shareholders shall be two persons present at the opening of the meeting who are
entitled to vote not less than 5% of the shares entitled to be voted at the
meeting. If a quorum is not present within such reasonable time after the time
appointed for the holding of the meeting as the persons present and entitled to
vote may determine, they may adjourn the meeting to a fixed time and place at
which the quorum for the transaction of business shall be two persons present
and entitled to vote.

2.12.   PERSONS ENTITLED TO VOTE: Without prejudice to any other right to vote,
every shareholder recorded on the shareholder list prepared in accordance with
section 2.05 is entitled, at the meeting to which the list relates, to vote the
shares shown thereon opposite his name, except to the extent that the
shareholder transfers ownership of any such shares after the record date for
notice of the meeting and the transferee establishes that he owns the shares and
requests not later than five clear days before the meeting that his name be
included in the list, in which case the transferee is entitled to vote such
shares at the meeting. However, where two or more persons hold the same shares
jointly, any one of them may in the absence of the others vote in respect of
such shares but if more than one of such persons are present or represented and
vote, they shall vote together as one on the shares jointly held by them or not
at all.


                                       3.
<PAGE>

2.13.   PROXIES: Every shareholder, including a shareholder that is a body
corporate, entitled to vote at a meeting of shareholders may by means of a proxy
appoint a proxyholder or alternate proxyholders, who need not be shareholders,
as his nominee to attend and act at the meeting in the manner, to the extent and
with the authority conferred by the proxy. The board may specify in the notice
calling a meeting of shareholders a time, not exceeding 48 hours (excluding
Saturdays and holidays) preceding the meeting or any adjournment thereof, before
which proxies must be deposited with the Corporation or its agent. A proxy shall
be acted upon only if, prior to the time so specified, it shall have been
deposited with the Corporation or an agent thereof specified in such notice or,
where no such time is specified in such notice, if it has been received by the
Secretary of the Corporation or the chairman of the meeting or any adjournment
thereof before the time of voting. A proxy ceases to be valid one year from its
date.

2.14.   VOTING: At each meeting of shareholders every question proposed for
consideration by the shareholders shall be decided by a majority of the votes
duly cast thereon, unless otherwise required by the articles or by-laws of the
Corporation or by law. In case of an equality of votes the chairman of the
meeting shall be entitled to a casting vote.

2.15.   SHOW OF HANDS: At each meeting of shareholders voting shall be by show
of hands unless a ballot is required or demanded as hereinafter provided. Upon a
show of hands every person present and entitled to vote on the show of hands
shall have one vote. Whenever a vote by show of hands has been taken upon a
question, unless a ballot thereon be so required or demanded and such
requirement or demand is not withdrawn, a declaration by the chairman of the
meeting that the vote upon the question was carried or carried by a particular
majority or not carried or not carried by a particular majority, and an entry to
that effect in the minutes of the meeting, shall be prima facie evidence of the
result of the vote without proof of the number or proportion of votes cast for
or against.

2.16.   BALLOTS: On any question proposed for consideration at a meeting of
shareholders a ballot may be required by the chairman or demanded by any person
present and entitled to vote, either before or after any vote by show of hands.
If a ballot is so required or demanded and such requirement or demand is not
withdrawn, a poll upon the question shall be taken in such manner as the
chairman of the meeting shall direct. Subject to the articles, upon a ballot
each person present shall be entitled to one vote in respect of each share which
he is entitled to vote at the meeting on the question.

                                  ARTICLE THREE

                                   DIRECTORS

3.1.    POWERS OF THE BOARD OF DIRECTORS: The board of directors shall supervise
the management of the business and affairs of the Corporation.


                                       4.
<PAGE>

3.2.    QUALIFICATIONS: A majority of the directors shall be resident Canadians,
at least one- third of the directors shall not be officers or employees of the
Corporation or of any affiliate of the Corporation, and no person may be a
director who is disqualified under the Act.

3.3.    NUMBER AND QUORUM OF DIRECTORS: The shareholders shall by special
resolution determine from time to time or authorize the board to so determine
the number of directors, including the number to be elected at the annual
meeting, within the minimum and maximum number of directors from time to time
provided for in the articles. The number of directors required from time to time
to constitute a quorum for the transaction of business at a meeting of the board
shall be 50% of the number of directors so determined at that time (or, if that
is a fraction, the next larger whole number of directors). However, in no case
shall the quorum be less than 40% of the minimum number of directors then
provided for in the articles. Reference is made to section 3.10.

3.4.    ELECTION AND TERM: Directors shall be elected to hold office for a term
or terms respectively expiring at the close of the first, second or third annual
meeting of shareholders following their election or when their successors are
duly elected.

3.5.    VACANCIES: Notwithstanding vacancies but subject to the Act, the
remaining directors may exercise all the powers of the board as long as a quorum
of the board remains in office. Vacancies in the board may be filled in
accordance with the Act.

3.6.    CALLING MEETINGS: Meetings of the board shall be held from time to time
at such places within or outside Ontario (or by such communication facilities as
are permitted by the Act) on such days and at such times as any two directors or
the Chief Executive Officer or any other officer designated by the board may
determine. In any financial year of the Corporation a majority of the meetings
of the board may be held within or outside Canada.

3.7.    NOTICE: Notice of the time and of the place or manner of participation
for every meeting of the board shall be sent to each director not less than 48
hours (excluding Saturdays and holidays) if the meeting is held in Ontario, or
96 hours (excluding Saturdays and holidays) otherwise, before the time of the
meeting. Reference is made to sections 6.07 to 6.12.

3.8.    FIRST MEETING OF NEW BOARD: Each newly constituted board may hold its
first meeting without notice on the same day that such board was formed.

3.9.    REGULAR MEETINGS: The board may appoint a day or days in any months for
regular meetings of the board to be held at a place or by communications
facilities and at an hour to be named. A copy of any resolution of the board
fixing the time and place or manner of participation for such regular meetings
shall be sent to each director forthwith after being passed and to each director
elected or appointed thereafter, but no other notice shall be required for any
such regular meeting.

3.10.   CANADIAN MAJORITY: No business other than the filling of a vacancy on
the board shall be transacted at a meeting of the board unless a majority of the
directors present are


                                       5.
<PAGE>

resident Canadians, except where a resident Canadian director who is unable to
be present approves in writing or by telephone or other communication facilities
the business transacted at the meeting and a majority of resident Canadian
directors would have been present had that director been present at the meeting.

3.11.   CHAIRMAN: The Chairman of the Board or in his absence the Vice-Chairman
of the Board or in his absence the President or in their absence a director
designated by the board or in his absence a director designated by the meeting
shall be chairman of any meeting of the board.

3.12.   VOTING: At all meetings of the board every question shall be decided by
a majority of the votes cast on the question. In case of an equality of votes
the chairman of the meeting shall be entitled to a casting vote.

3.13.   SIGNED RESOLUTIONS: When there is a quorum of directors in office, a
resolution in writing signed by all the directors entitled to vote thereon at a
meeting of the board or any committee thereof is as valid as if passed at such
meeting. Any such resolution may be signed in counterparts and if signed as of
any date shall be deemed to have been passed on such date.

3.14.   REMUNERATION: Directors may be paid such remuneration for acting as
directors and such sums in respect of their out-of-pocket expenses incurred in
performing their duties as the board may determine from time to time. Any
remuneration or expenses so payable shall be in addition to any other amount
payable to any director acting in another capacity.

3.15.   COMMITTEES: The board shall establish an audit committee and from time
to time may establish other committees of directors. The board may appoint and
remove the members of each committee subject to the requirements of the Act.
Each committee shall have those powers and duties lawfully delegated to it by
the board or provided by the Act. Unless otherwise determined by the board, each
committee may fix its quorum, elect its chairman and adopt rules to regulate its
procedure. Subject to the foregoing, the procedure of each committee shall be
governed by the provisions of this by-law which govern proceedings of the board
so far as the same can apply except that a meeting of a committee may be called
by any member thereof (or by any member or the auditor, in the case of the audit
committee), notice of any such meeting shall be given to each member of the
committee (or each member and the auditor, in the case of the audit committee)
and the meeting shall be chaired by the chairman of the committee or, in his
absence, some other member of the committee. The Secretary shall be the
secretary of each committee. Each committee shall keep records of its
proceedings and transactions and shall report all such proceedings and
transactions to the board in a timely manner.


                                       6.
<PAGE>

                                  ARTICLE FOUR

                             OFFICERS AND EMPLOYEES

4.1.    APPOINTMENT OF OFFICERS: From time to time the board may appoint a
Chairman of the Board, a Vice-Chairman of the Board, a President, an Executive
Vice-President, one or more Senior Vice-Presidents and Vice-Presidents, a
Treasurer, a Secretary, a Controller and such other officers as the board may
determine (including one or more assistants to any of the officers so
appointed), may designate one officer as Chief Executive Officer of the
Corporation and one officer as Chief Financial Officer of the Corporation and
may revoke any such designation. One person may hold more than one office.
Except for the Chairman of the Board and the Vice-Chairman of the Board, the
officers so appointed need not be directors.

4.2.    APPOINTMENT OF NON-OFFICERS: The board may also appoint other persons to
serve the Corporation in such other positions and with such titles, powers and
duties as the board may determine from time to time.

4.3.    TERMS OF EMPLOYMENT: The board may settle from time to time the terms of
employment of the officers and other persons appointed by it and may remove at
its pleasure any such person without prejudice to his rights, if any, to
compensation under any employment contract.

4.4.    POWERS AND DUTIES OF OFFICERS: The board may from time to time specify
the duties of each officer, delegate to him powers to manage any business or
affairs of the Corporation (including the power to sub-delegate) and change such
duties and powers, all insofar as not prohibited by the Act. To the extent not
otherwise so specified or delegated, and subject to the Act, the duties and
powers of the officers of the Corporation shall be those usually pertaining to
their respective offices.

4.5.    INCENTIVE PLANS: For the purposes of enabling key officers and employees
of the Corporation and its affiliates to participate in the growth of the
Corporation and of providing effective incentives to such officers and
employees, the board may establish such plans (including stock option plans and
stock purchase plans) and make such rules and regulations with respect thereto,
and such changes in such plans, rules and regulations, as the board may deem
advisable from time to time. From time to time the board may designate the key
officers and employees entitled to participate in any such plan. For the
purposes of any such plan the Corporation may provide such financial assistance
by means of loan, guarantee or otherwise to key officers and employees as is
permitted by the Act.


                                       7.
<PAGE>

                                  ARTICLE FIVE

                 CONDUCT OF DIRECTORS AND OFFICERS AND INDEMNITY

5.1.    STANDARD OF CARE: Every director and officer of the Corporation in
exercising his powers and discharging his duties shall act honestly and in good
faith with a view to the best interests of the Corporation and shall exercise
the care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances.

5.2.    DISCLOSURE OF INTEREST: A director or officer who now or in future is a
party to, or is a director or officer of or has a material interest in another
person who is a party to, any existing or proposed material contract or
transaction with the Corporation shall in accordance with the Act disclose in
writing to the Corporation or request to have entered in the minutes of meetings
of the board the nature and extent of his interest. Except as permitted by the
Act a director so interested shall not vote on any resolution to approve such
contract or transaction. A general notice to the board by a director or officer
that he is a director or officer of or has a material interest in a person and
is to be regarded as interested in any contract made or transaction entered into
with that person is a sufficient disclosure of interest in relation to any
contract or transaction so made or entered into.

5.3.    INDEMNITY: Every person who at any time is or has been a director or
officer of the Corporation or who at any time acts or has acted at the
Corporation's request as a director or officer of a body corporate of which the
Corporation is or was a shareholder or creditor, and the heirs and legal
representatives of every such person, shall at all times be indemnified by the
Corporation in every circumstance where the Act so permits or requires. In
addition and without prejudice to the foregoing and subject to the limitations
in the Act regarding indemnities in respect of derivative actions, every person
who at any time is or has been a director or officer of the Corporation or
properly incurs or has properly incurred any liability on behalf of the
Corporation or who at any time acts or has acted at the Corporation's request
(in respect of the Corporation or any other person), and his heirs and legal
representatives, shall at all times be indemnified by the Corporation against
all costs, charges and expenses, including an amount paid to settle an action or
satisfy a fine or judgment, reasonably incurred by him in respect of or in
connection with any civil, criminal or administrative action, proceeding or
investigation (apprehended, threatened, pending, under way or completed) to
which he is or may be made a party or in which he is or may become otherwise
involved by reason of being or having been such a director or officer or by
reason of so incurring or having so incurred such liability or by reason of so
acting or having so acted (or by reason of anything alleged to have been done,
omitted or acquiesced in by him in any such capacity or otherwise in respect of
any of the foregoing), and all appeals therefrom, if:

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


                                       8.
<PAGE>

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

Nothing in this section shall affect any other right to indemnity to which any
person may be or become entitled by contract or otherwise, and no settlement or
plea of guilty in any action or proceeding shall alone constitute evidence that
a person did not meet a condition set out in clause (a) or (b) of this section
or any corresponding condition in the Act. From time to time the board may
determine that this section shall also apply to the employees of the Corporation
who are not directors or officers of the Corporation or to any particular one or
more or class of such employees, either generally or in respect of a particular
occurrence or class of occurrences and either prospectively or retroactively.
From time to time thereafter the board may also revoke, limit or vary the
continued such application of this section.

5.4.    LIMITATION OF LIABILITY: So long as he acts honestly and in good faith
with a view to the best interests of the Corporation, no person referred to in
section 5.03 (including, to the extent it is then applicable to them, any
employees referred to therein) shall be liable for any damage, loss, cost or
liability sustained or incurred by the Corporation, except where so required by
the Act.

5.5.    INSURANCE: Subject to the Act, the Corporation may purchase liability
insurance for the benefit of any person referred to in section 5.03.

                                   ARTICLE SIX

                                 MISCELLANEOUS

6.1.    EXECUTION OF DOCUMENTS: Any contracts or documents to be executed by the
Corporation may be signed by any two of the Chairman of the Board, the
Vice-Chairman of the Board, the President, a Vice-President, the Secretary, the
Treasurer or the Controller or by any one of the foregoing persons and a
director, an Assistant Secretary, an Assistant Treasurer or an Assistant
Controller. In addition, the board may from time to time indicate who may or
shall sign any particular contract or document or class of contracts or
documents. Any officer of the Corporation may affix the corporate seal to any
contract or document and may certify a copy of any resolution or of any by-law
or contract or document of the Corporation to be a true copy thereof. Subject to
the Act, and if authorized by the board, the corporate seal of the Corporation
and the signature of any signing officer may be mechanically or electronically
reproduced upon any contracts or documents of the Corporation. Any such
facsimile signature shall bind the Corporation notwithstanding that any signing
officer whose signature is so reproduced may have ceased to hold office at the
date of delivery or issue of such contracts or documents.

6.2.    SHARE CERTIFICATES: Every shareholder is entitled at his option to a
share certificate that complies with the Act and states the number, class and
series designation, if any, of


                                       9.
<PAGE>

shares held by him as appears on the records of the Corporation. However, the
Corporation is not bound to issue more than one share certificate or
acknowledgement in respect of shares held jointly by several persons, and
delivery of such certificate or acknowledgement to one of such persons is
sufficient delivery to all of them. Share certificates and acknowledgements
shall be in such forms as the board shall approve from time to time and, unless
otherwise ordered by the board, shall be signed in accordance with section 6.01
and need not be under corporate seal. However, certificates representing shares
in respect of which a transfer agent has been appointed shall be signed manually
by or on behalf of such transfer agent and other share certificates and
acknowledgements shall be signed manually by at least one signing officer.

6.3.    REPLACEMENT OF SHARE CERTIFICATES: The Secretary may prescribe either
generally or in a particular case reasonable conditions, in addition to those
provided in the Act, upon which a new share certificate may be issued in place
of any share certificate which is claimed to have been lost, destroyed or
wrongfully taken, or which has become defaced.

6.4.    REGISTRATION OF TRANSFER: No transfer of shares need be recorded in the
register of transfers except upon surrender of the certificate representing such
shares endorsed by the appropriate person under the Act, together with
reasonable assurance that the endorsement is genuine and effective, and upon
compliance with all other conditions set out in the Act.

6.5.    DIVIDENDS: Subject to the Act and the articles the board may from time
to time declare dividends payable to the shareholders according to their
respective rights and interests in the Corporation. A dividend payable to any
shareholder in money may be paid by cheque payable to the order of the
shareholder and shall be mailed to the shareholder by prepaid mail addressed to
him at his recorded address unless he directs otherwise. In the case of joint
holders the cheque shall be made payable to the order of all of them, unless
such joint holders direct otherwise in writing. The mailing of a cheque as
aforesaid, unless it is not paid on due presentation, shall discharge the
Corporation's liability for the dividend to the extent of the amount of the
cheque plus the amount of any tax thereon which the Corporation has properly
withheld. If any dividend cheque sent is not received by the payee, the
Corporation shall issue to such person a replacement cheque for a like amount on
such reasonable terms as to indemnity, reimbursement of expenses and evidence of
non-receipt and of title as the Secretary may require.

6.6.    DEALINGS WITH REGISTERED SHAREHOLDER: Subject to the Act, the
Corporation may treat the registered owner of a share as the person exclusively
entitled to vote, to receive notices, to receive any dividend or other payment
in respect of the share and otherwise to exercise all the rights and powers of a
holder of the share. The Corporation may, however, treat as the registered
shareholder any executor, administrator, heir, legal representative, guardian,
committee, trustee, curator, tutor, liquidator or trustee in bankruptcy who
furnishes appropriate evidence to the Corporation establishing his authority to
exercise the rights relating to a share of the Corporation.

6.7.    NOTICES TO SHAREHOLDERS. DIRECTORS: Any notice or document required or
permitted to be sent by the Corporation to a shareholder or director may be
mailed by prepaid


                                      10.
<PAGE>

Canadian mail in a sealed envelope addressed to, or may be delivered personally
to, such person at his recorded address, or may be sent by any other means
permitted under the Act. If so mailed, the notice or document shall be deemed to
have been received by the addressee on the fifth clear day after mailing. If
notices or documents so mailed to a shareholder are returned on three
consecutive occasions because he cannot be found, the Corporation need not send
any further notices or documents to such shareholder until he informs the
Corporation in writing of his new address.

6.8.    NOTICES TO OTHERS: Any notice or document required or permitted to be
sent by the Corporation to any other person may be (i) delivered personally to
such person, (ii) addressed to such person and delivered to his recorded
address, (iii) mailed by prepaid Canadian mail in a sealed envelope addressed to
such person at his recorded address or (iv) addressed to such person and sent to
his recorded address by telegram, telex or any other means of legible
communication then in business use in Canada. A notice or document so mailed or
sent shall be deemed to have been received by the addressee when deposited in a
post office or public letter box (if mailed) or when transmitted by the
Corporation on its equipment or delivered to the appropriate communication
agency or its representative for dispatch, as the case may be (if sent by
telegram, telex or other means of legible communication).

6.9.    CHANGES IN RECORDED ADDRESS: The Secretary may change the recorded
address of any person in accordance with any information the Secretary believes
to be reliable.

6.10.   COMPUTATION OF DAYS: In computing any period of days or clear days under
the by-laws or the Act, the period shall be deemed to commence on the day
following the event that begins the period and shall be deemed to end at
midnight on the last day of the period except that if the last day of the period
falls on a holiday, the period shall end at midnight of the day next following
that is not a holiday.

6.11.   OMISSIONS AND ERRORS: The accidental omission to give any notice to any
person, or the non-receipt of any notice by any person or any immaterial error
in any notice shall not invalidate any action taken at any meeting held pursuant
to such notice or otherwise founded thereon.

6.12.   WAIVER OF NOTICE: Any person entitled to attend a meeting of
shareholders or directors or a committee thereof may in any manner and at any
time waive notice thereof, and attendance of any shareholder or his proxyholder
or authorized representative or of any other person at any meeting is a waiver
of notice thereof by such shareholder or other person except where the
attendance is for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called. In addition,
where any notice or document is required to be given under the articles or
by-laws or the Act, the notice may be waived or the time for sending the notice
or document may be waived or abridged at any time with the consent in writing of
the person entitled thereto. Any meeting may be held without notice or on
shorter notice than that provided for in the by-laws if all persons not
receiving the notice to which they are entitled waive notice of or accept short
notice of the holding of such meeting.


                                      11.
<PAGE>

                                 AMENDMENT NO. 1
                                       TO
                                  BY-LAW NO. 1
                                       OF
                            KINROSS GOLD CORPORATION




        This amendment alters or changes Section 3.04 of the original By-law No.
1, and Section 3.04 is hereby amended so as to read as follows:

        3.04 ELECTION AND TERM: The board of directors shall be divided, with
respect to the time for which they severally hold office, into three classes, as
nearly equal in number as is reasonably possible, with the term of office of the
first class to expire at the 2001 annual meeting of shareholders, the term of
office of the second class to expire at the 2000 annual meeting of shareholders
and the term of office of the third class to expire at the 1999 annual meeting
of shareholders. At each annual meeting of shareholders commencing with the 1999
annual meeting, directors elected to succeed those directors whose terms then
expire shall be elected for a term of office to expire at the third succeeding
annual meeting of shareholders after their election. Each director shall hold
office until his or her successor shall have been duly elected and qualified.
Any new director elected to fill a vacancy on the board of directors shall serve
for the remainder of the full term of the class in which the vacancy existed,
rather than until the next following annual meeting of shareholders.

Adopted by the shareholders of the Corporation on May 28, 1998.

<PAGE>

                                 AMENDMENT NO. 2
                                       TO
                                  BY LAW NO. 1
                                       OF
                            KINROSS GOLD CORPORATION




        This amendment alters or changes Section 3.04 of By-Law No. 1 as amended
on May 28, 1998, and Section 3.04 is hereby amended so as to read as follows:

        3.04    Election and Term: Directors shall be elected to hold office for
                a term or terms respectively expiring at the close of the next
                annual meeting of shareholders following their election or when
                their successors are duly elected or appointed.

 Adopted by the shareholders of the Corporation on May 1, 2000.
</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>tex99_4-5206.txt
<DESCRIPTION>EX-99.4
<TEXT>
<PAGE>

                                 KINROSS [LOGO]



                         PARACATU MINE TECHNICAL REPORT



      PARACATU, MINAS GERAIS STATE, BRAZIL






      Prepared by:

      W. Hanson P.Geo

      Director, Technical Services

      Kinross Gold Corporation

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

                                                  Paracatu Mine Technical Report

<PAGE>

1.0    EXECUTIVE SUMMARY.....................................................1-1

  1.1   INTRODUCTION AND TERMS OF REFERENCE..................................1-1

  1.2   DESCRIPTION AND LOCATION.............................................1-2

  1.3   ACCESS, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY....1-2

  1.4   PROJECT HISTORY......................................................1-3

  1.5   GEOLOGICAL SETTING...................................................1-4

  1.6   DEPOSIT TYPE.........................................................1-4

  1.7   MINERALIZATION.......................................................1-5

  1.8   EXPLORATION..........................................................1-5

  1.9   DRILLING.............................................................1-6

  1.10  SAMPLING METHOD AND APPROACH.........................................1-6

  1.11  SAMPLE PREPARATION, ANALYSIS AND SECURITY............................1-7

  1.12  DATA VERIFICATION....................................................1-8

  1.13  ADJACENT PROPERTIES..................................................1-8

  1.14  MINERAL PROCESSING AND METALLURGICAL TESTING.........................1-8

  1.15  MINERAL RESOURCE AND RESERVE ESTIMATE...............................1-10

  1.16  CONCLUSIONS.........................................................1-12

  1.17  RECOMMENDATIONS.....................................................1-12

2.0    INTRODUCTION AND TERMS OF REFERENCE...................................2-1

  2.1   INTRODUCTION.........................................................2-1

  2.2   TERMS OF REFERENCE...................................................2-1

  2.3   GLOSSARY.............................................................2-2

  2.4   SCOPE AND OBJECTIVES.................................................2-2

  2.5   REPORT BASIS.........................................................2-2

  2.6   DISCLAIMER...........................................................2-3

3.0    PROPERTY DESCRIPTION AND LOCATION.....................................3-1

  3.1   PROPERTY DESCRIPTION.................................................3-1

  3.2   LOCATION.............................................................3-1

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

                                                  Paracatu Mine Technical Report

<PAGE>

KINROSS [LOGO]
- --------------------------------------------------------------------------------

  3.3     TITLE AND OWNERSHIP................................................3-2
  3.4     PERMITTING.........................................................3-5
  3.5     ROYALTIES..........................................................3-9

4.0    ACCESS, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY.....4-1

5.0    PROJECT HISTORY.......................................................5-1


6.0    GEOLOGICAL SETTING....................................................6-1

  6.1     REGIONAL GEOLOGY...................................................6-1
  6.2     LOCAL GEOLOGY......................................................6-2
  6.3     DEPOSIT GEOLOGY....................................................6-5

7.0    DEPOSIT TYPE..........................................................7-1


8.0    MINERALIZATION........................................................8-1

  8.1     PETROGRAPHY........................................................8-1
  8.2     SULPHIDES..........................................................8-1
  8.3     GOLD...............................................................8-2

9.0    EXPLORATION...........................................................9-1

10.0   DRILLING.............................................................10-1

11.0   SAMPLING METHOD AND APPROACH.........................................11-1

  11.1    GOLD..............................................................11-1
  11.2    BULK DENSITY......................................................11-1

12.0   SAMPLE PREPARATION, ANALYSES AND SECURITY............................12-1

  12.1    QUALITY CONTROL, QUALITY ASSURANCE................................12-3

13.0   DATA VERIFICATION....................................................13-1

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                                                  Paracatu Mine Technical Report

                                                                              ii
<PAGE>

KINROSS [LOGO]
- --------------------------------------------------------------------------------

14.0   ADJACENT PROPERTIES..................................................14-1


15.0   MINERAL PROCESSING AND METALLURGICAL TESTING.........................15-1

      15.1.1     IN PIT CRUSHING AND CONVEYING..............................15-1

      15.1.2     SAG MILL...................................................15-2

      15.1.3     MODIFICATIONS TO THE EXISTING PLANT........................15-3

      15.1.4     EXPANSION PLAN III METALLURGICAL TESTWORK..................15-4

16.0   MINERAL RESOURCE AND RESERVE ESTIMATES...............................16-1

   16.1    MINERAL RESERVE AND RESOURCE STATEMENT...........................16-1

   16.2    HISTORICAL ESTIMATES.............................................16-3

   16.3    MODELING METHODOLOGY.............................................16-4

      16.3.1     OVERVIEW...................................................16-4

      16.3.2     GEOLOGICAL INTERPRETATION..................................16-5

      16.3.3     SAMPLE ANALYSIS............................................16-5

      16.3.4     COMPOSITING................................................16-6

      16.3.5     GRADE CAPPING..............................................16-7

      16.3.6     GEOSTATISTICS..............................................16-7

      16.3.7     BLOCK MODEL................................................16-7

      16.3.8     GRADE INTERPOLATION........................................16-7

      16.3.9     SPECIFIC GRAVITY...........................................16-8

      16.3.10      ORE HARDNESS.............................................16-8

      16.3.11      RESOURCE CLASSIFICATION..................................16-8

   16.4    PIT OPTIMIZATION.................................................16-9

      16.4.1     RESERVE ESTIMATION........................................16-10

17.0     OTHER RELEVANT DATA AND INFORMATION.................................7-1


18.0     INTERPRETATION AND CONCLUSIONS.....................................18-1


19.0     RECOMMENDATIONS....................................................19-1

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                                                  Paracatu Mine Technical Report

                                                                             iii
<PAGE>

KINROSS [LOGO]
- --------------------------------------------------------------------------------

20.0     ADDITIONAL INFORMATION FOR OPERATING PROPERTIES....................20-1


   20.1    PROCESS PLANT....................................................20-1

      20.1.1     CRUSHING...................................................20-1

      20.1.2     GRINDING CIRCUIT...........................................20-2

      20.1.3     GRAVITY CIRCUIT............................................20-2

      20.1.4     FLOTATION..................................................20-2

      20.1.5     HYDROMETALLURGY PLANT......................................20-3

      20.1.6     SMELTING...................................................20-3

   20.2    MARKETS AND CONTRACTS............................................20-3

   20.3    RECLAMATION AND MINE CLOSURE.....................................20-4

   20.4    TAXES............................................................20-4

   20.5    CAPITAL AND OPERATING COST ESTIMATES.............................20-5

   20.6    ECONOMIC ANALYSIS................................................20-6

21.0     REFERENCES.........................................................21-1




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                                                  Paracatu Mine Technical Report

                                                                              iv
<PAGE>

KINROSS [LOGO]
- --------------------------------------------------------------------------------

                                 LIST OF TABLES



TABLE 1.1-1 PROVEN AND PROBABLE MINERAL RESERVES - DECEMBER 31, 2004.........1-1

TABLE 1.1-2 MEASURED AND INDICATED MINERAL RESOURCES - DECEMBER 31, 2004.....1-2

TABLE 5.0-1 PARACATU LIFE OF MINE PRODUCTION SUMMARY.........................5-3

TABLE 10.0-1 DRILL SUMMARY TABLE............................................10-1

TABLE 13.0-1 PARACATU PRODUCTION RECONCILIATION.............................13-1

TABLE 15.0-1 PROCESS PLANT METALLURGICAL RECOVERY SUMMARY...................15-1

TABLE 16.1-1 PROVEN AND PROBABLE MINERAL RESERVES AS OF DECEMBER 31, 2004...16-1

TABLE 16.1-2 MEASURED AND INDICATED MINERAL RESOURCES AS OF
             DECEMBER 31, 2004..............................................16-2

TABLE 20.2-1 SUMMARY CAPITAL COSTS FOR EXPANSION PLAN III...................20-6

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                                                  Paracatu Mine Technical Report

                                                                               v
<PAGE>

KINROSS [LOGO]
- --------------------------------------------------------------------------------

                                 LIST OF FIGURES


FIGURE 3.2-1 - PARACATU MINE LOCATION MAP....................................3-2

FIGURE 3.3-1 PARACATU MINING AND EXPLORATION CLAIM MAP.......................3-4

FIGURE 3.4-1 BRAZILIAN ENVIRONMENTAL LICENSING AND CONTROL PROCESS...........3-8

FIGURE 6.2-1 TYPICAL SULPHIDE MINERALIZATION IN BOUDINAGE STRUCTURES.........6-2

FIGURE 6.2-2 SMALL SCALE THRUST FAULTING.....................................6-3

FIGURE 6.2-3: LOCAL GEOLOGY OF THE PARACATU DEPOSIT..........................6-4

FIGURE 6.3-1 PARACATU DEPOSIT MINERAL HORIZONS...............................6-5

FIGURE 6.3-2 PARACATU B2 MINERAL HORIZONS....................................6-6

FIGURE 8.3-1 PARACATU THIN SECTION GOLD ON ARSENOPYRITE GRAIN BOUNDARY.......8-3

FIGURE 12.0-1: SAMPLE PREPARATION FLOW DIAGRAM..............................12-2

FIGURE 15.1.4-1 SAG MILL PERFORMANCE CURVE (MORRELL)........................15-5

FIGURE 15.1.4-1 TYPICAL GOLD ON ARSENOPYRITE GRAIN BOUNDARIES...............15-6

FIGURE 16.2-1 PARACATU MINE RESERVE TONNAGE - HISTORICAL CHART..............16-3

FIGURE 16.2-2 PARACATU MINE RESERVE OUNCES - HISTORICAL CHART...............16-4

FIGURE 20.1-1: SIMPLIFIED FLOWSHEET EXISTING PARACATU PROCESS PLANT.........20-1

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1.0     EXECUTIVE SUMMARY

1.1     INTRODUCTION AND TERMS OF REFERENCE

        Rio Paracatu Mineracao (RPM), a 100% owned subsidiary of Kinross Gold
        Corporation (Kinross) operates the Morro do Ouro (Paracatu) mine in
        Brazil.

        The following Technical Report has been prepared in support of Kinross'
        2004 Mineral Resource and Reserve Statement. As per Canadian securities
        regulations, this report has been prepared to comply with Canada's
        National Instrument 43-101.

        Table 1.1-1 summarizes the Proven and Probable mineral reserve estimates
        for the Paracatu mine as of December 31, 2004 at gold prices of $350 and
        $400 per ounce.

      TABLE 1.1-1 PROVEN AND PROBABLE MINERAL RESERVES - DECEMBER 31, 2004


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                      GOLD PRICE = $350/OZ           GOLD PRICE = $400/OZ
                   -------------------------------------------------------------
 CLASSIFICATION    TONNES     GRADE      GOLD      TONNES     GRADE       GOLD
                  (X 1,000)  (AU G/T)  (OUNCES)   (X 1,000)  (AU G/T)   (OUNCES)
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Proven             425,947     0.44   6,025,000    427,592     0.44    6,041,000
                   -------------------------------------------------------------
Probable           178,464     0.43   2,437,000    179,112     0.42    2,444,000
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PROVEN & PROBABLE  604,411     0.44   8,463,000    606,704     0.43    8,485,000
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        Table 1.1-2 summarizes the Measured and Indicated mineral resource
        estimates (excluding mineral resources) for the Paracatu mine as of
        December 31, 2004 at gold prices of $400 and $450 per ounce.

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    TABLE 1.1-2 MEASURED AND INDICATED MINERAL RESOURCES - DECEMBER 31, 2004


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                       GOLD PRICE = $400/OZ            GOLD PRICE = $450/OZ
                   -------------------------------------------------------------
 CLASSIFICATION    TONNES     GRADE      GOLD      TONNES     GRADE       GOLD
                  (X 1,000)  (AU G/T)  (OUNCES)   (X 1,000)  (AU G/T)   (OUNCES)
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Measured            1,645     0.30      16,000       166       0.39      2,000
                   -------------------------------------------------------------
Indicated             647     0.31       6,000       123       0.29      1,000
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PROVEN & INDICATED  2,292     0.30      22,000       289       0.29      3,000
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NB MEASURED AND INDICATED RESOURCES ARE REPORTED EXCLUSIVE OF MINERAL RESERVES

1.2     DESCRIPTION AND LOCATION

        The Paracatu mine is located 2 km north of the city of Paracatu
        (population 75,000), in the north western portion of the state of Minas
        Gerais, Brazil, 230 km southeast of the national capital Brasilia and
        480 km northwest of the state capital Belo Horizonte.

        The mine includes an open cut mine, process plant, tailings impoundment
        area and related surface infrastructure with a current throughput rate
        of 18 million tonnes per annum (Mtpa). Historically, mining in the pit
        has not required drilling or blasting prior to excavation. Ore is ripped
        using CAT D10 dozers, pushed to CAT 992 front end loaders and loaded to
        CAT 777 haul trucks for transport to the crusher. In 2004, RPM began
        blasting harder portions of the deposit exposed in certain areas of the
        mine.

1.3     ACCESS, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY

        Access to the site is provided by paved federal highway or by charter
        aircraft. A small paved airstrip, suitable for small aircraft is
        maintained on the outskirts of city of Paracatu.

        The mine is the largest employer in Paracatu, directly employing 750
        workers in what is predominantly an agricultural town (dairy and beef
        cattle and soy bean crops) located in Brazil's tropical savannah.
        Average annual rainfall varies between 850 and 1800 mm, the average
        being 1300 mm, with the majority

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        realized during the rainy season between October and March. Temperatures
        range from 15(degree) to 35(degree) Celsius.

        The mine draws power from the Brazilian national power grid.

        The mine is dependent on rainfall as the primary source of process
        water. During the rainy season, the mine channels surface runoff water
        to temporary storage ponds from where it is pumped to the beneficiation
        plant. Similarly, surface runoff and rain water is stored in the
        tailings impoundment, which constitutes the main water reservoir for the
        concentrator. The objective is to capture and store as much water as
        possible from the rainy season to ensure adequate water supply during
        the dry season. The mine is permitted to draw make up water from three
        local rivers that also provide water for agricultural purposes.

1.4     PROJECT HISTORY

        Gold mining has been associated with the Paracatu area since 1722 with
        the discovery of placer gold in the creeks and rivers of the Paracatu
        region. Alluvial mining peaked in the mid -1800's and until the 1980's,
        mining activity was largely restricted to garimpiero (artisinal) miners.

        In 1984, Rio Tinto began exploring the property using modern exploration
        methods and by 1987, the RPM joint venture was formed between Rio Tinto
        and Autram Mineracao e Participacoes (later TVX Gold Inc). The RPM joint
        venture constructed the mine and processing facility for an initial
        capital cost of $65 million.

        Production commenced in 1987 and the mine has operated continuously
        since then. As of December 31, 2004, the mine has produced close to 3.0
        million ounces of gold from 237.0 M tonnes of ore. Average life of mine
        mill feed grade is 0.50 g/t Au. The average metallurgical recovery is
        78.1%.

        In 2004, the mine produced 188,574 ounces of gold at an average cost
        slightly in excess of $220 per ounce.

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        In January 2003, TVX's 49% interest in RPM was acquired by Kinross as
        part of the merger between Kinross, TVX and Echo Bay Mines Ltd (EBM).

        In December 2004, Kinross purchased Rio Tinto's 51% interest in RPM to
        obtain a 100% ownership position in the property.

1.5     GEOLOGICAL SETTING

        Mineralization at Paracatu occurs within a series of phyllites that have
        been extensively deformed and feature well-developed quartz boudins and
        associated sulphide mineralization. There are four mineralized horizons,
        differentiated by the degree of oxidation and weathering as well as
        sulphide mineralogy. The individual mineral horizons are described in
        detail in Section 6.0 of this report and are locally known as the C, T,
        B1 and B2. Mining to date has exhausted the majority of the C and T
        horizons. The remaining reserves for the project are hosted in the B1
        and B2 horizons.

        The B1 and B2 horizons includes both Calha (arsenic greater than 2500
        ppm) and non-Calha type mineralization as well as Intensely Deformed
        Sulphide (IDS) mineralization which is localized in the central portion
        of Calha lenses and has an arsenic content greater than 4000 ppm.

1.6     DEPOSIT TYPE

        The Paracatu deposit is a metamorphic gold system with finely
        disseminated gold mineralization hosted within an original bedded
        sedimentary host (phyllites). The phyllites at Paracatu are highly
        deformed as a result of tectonic processes. The originally sedimentary
        rocks have been successively altered by at least three phases of
        hydrothermal alteration, which has remobilized gold within the original
        carbonaceous sediments.

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1.7     MINERALIZATION

        The Paracatu phyllites have been hydrothermally altered to lower
        greenschist facies resulting in pervasive quartz-sericite alteration.

        Sulphide mineralization is dominantly arsenopyrite and pyrite with
        pyrrhotite and lesser amounts of chalcopyrite, sphalerite and galena.

        Gold is closely associated with arsenopyrite and pyrite and occurs
        predominantly as fine grained free gold along the arsenopyrite and
        pyrite grain boundaries of in fractures in the individual arsenopyrite
        and pyrite grains. Thin section analyses indicate 92% of the gold is
        free. Gold grains typically average 50-150 microns in size.

1.8     EXPLORATION

        Rio Tinto was the first company to apply modern exploration methods at
        Paracatu. The deposit, with the exception of the exploration permits
        west of Rico Creek, is currently drilled on a nominal 100 x 100 meter
        drill spacing. Exploration at Paracatu evolved in lock step with
        knowledge gained through production experience. Essentially, the success
        of mining in the C and T horizons focused attention and exploration
        effort on the B1 horizon. Continued production success drove interest in
        the B2 horizon.

        The result of the phased exploration approach is that there are many
        holes that do not test the entire thickness of the B2 horizon. These
        areas are well known to RPM staff and plans are in place to drill
        additional holes to test these areas in the future to determine future
        reserve potential. Kinross considers the untested portions of the B2
        horizon to be an excellent opportunity to further increase reserves.

        The deposit remains open in the down dip direction also. Kinross
        considers the down dip extent of the deposit to be another excellent
        opportunity for reserve expansion.

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1.9     DRILLING

        The preferred sample collection method used to delineate the Paracatu
        resource and reserve model is diamond drilling. A total of 696 drill
        holes totalling 28,317 meters support the current resource model and
        reserve estimate. The nominal drill spacing is 100 x 100 meters.
        Approximately 82 % of the drill holes are large diameter (six inch)
        drill holes. The remaining holes are either H or N diameter drill holes.

        The majority of the drill holes are diamond drill holes. In 1989, 67
        reverse circulation drill holes were completed to test areas of the
        deposit. Results from the reverse circulation holes indicated a
        consistent bias of 25% where the reverse circulation results were 25%
        lower than the diamond drill results. The reasons for the observed bias
        were thought to be related to losses of gold in the dust that was
        produced during drilling, some of it being retained inside the drill
        hole. RPM includes the reverse circulation results in their resource
        estimate. Kinross considers inclusion of this data may have a
        conservative effect on the resource model and reserve estimate.

1.10    SAMPLING METHOD AND APPROACH

        The diamond drill holes have been systematically sampled using 1.0 meter
        intervals. In all, a total of 31,680 samples have been collected and
        analyzed. Core recovery is high (typically greater than 95%) .The core
        is completed logged and a photographic record of each hole is collected
        prior to any sampling. The core is systematically sampled on 1.0-meter
        intervals without adjustment for geological boundaries. Sampling
        consumes 100% of the core.

        Specific gravity measurements are collected during the core logging
        process using the water displacement method. These measurements are
        checked against samples collected from the upper levels of each mining
        bench during mining of the deposit.

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        During the logging and sampling process, samples for Bond Work Index
        (BWI) testing are also collected. These samples are composite samples
        that are selected based on rock unit and depth from surface and guided
        by the geological logging process.

        Historic exploration fieldwork was completed using Rio Tinto's standard
        quality monitoring programs. Detailed review of these programs has not
        been undertaken by Kinross and no comment can be made at this time
        regarding the quality management during the exploration drilling
        programs.

        It has been noted that the RPM lab did employ inter-laboratory check
        samples in analyzing exploration samples. Review of the results does not
        indicate any areas of concern.

        Paracatu's 18 years of production history and the detailed
        reconciliation to the reserve estimates confirms the predictive accuracy
        of the resource model grade estimation. The data indicates that after
        processing more than 237.0 M tonnes of ore, the estimated grade is
        within 2% of the actual grade as measured by the process plant. More
        importantly, review of the annual production data indicates no
        significant variation. This gives further confidence that the procedures
        currently in place to model the grade of the deposit provide an accurate
        representation of the gold distribution. There is no reason to suspect
        that the gold distribution is different in the un-mined portion of the
        deposit.

1.11    SAMPLE PREPARATION, ANALYSIS AND SECURITY

        The sample preparation procedures are consistent with deposits with a
        low average grade. The sample preparation procedure creates multiple
        (six) sample aliquots for each sample. The grades used in resource model
        grade interpolation are the average grades derived from the six
        aliquots.

        Review of RPM's sample laboratory did not identify any significant
        issues. The lab is clean, well equipped and well managed.

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1.12    DATA VERIFICATION

        RPM staff has indicated that Rio Tinto employed rigorous data
        verification procedures. Kinross has not independently verified the data
        transcription against original sources. As with the quality control,
        quality assurance aspects discussed previously, there is an excellent
        level of comfort derived from the production reconciliation data that
        clearly indicates the current resource model is an excellent predictor
        of grade.

1.13    ADJACENT PROPERTIES

        There are no other gold deposits of note in the district. Extensive
        exploration of the Paracatu Formation by Rio Tinto did not identify any
        additional anomalies.

1.14    MINERAL PROCESSING AND METALLURGICAL TESTING

        The existing process plant at Paracatu has operated continuously since
        1987. As of December 31, 2004, the average mill recovery was 78.1%. The
        plant includes primary and secondary crushing, grinding, gravity,
        flotation and hydrometallurgical circuits. Current plant throughput is
        approximately 18 Mtpa.

        Plant recoveries are estimated on the basis of Calha content and IDS
        Calha content in each block together with an allowance for the gains by
        improved gravity recovery. Gold recovery projections are based on 80.39%
        for C,T,B1,B2 ore blends and 75% for ore blends containing higher Calha
        content (B2 ore with high arsenopyrite levels). Average annual plant
        gold recovery is estimated to increase from 77% in 2005 to over 79% from
        2009 onwards.

        Plant throughput has already been increased two times with expansion
        upgrades in 1997 and 1999.

        RPM staff recognized that further plant improvements were necessary in
        order to maintain current production levels in the face of increasing
        ore hardness. Exploration drilling had successfully traced the Paracatu
        deposit to depth but

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        sampling indicated that ore hardness increases proportionately with
        increasing depth from surface.

        In response to the increasing ore hardness, RPM has evaluated expanding
        the existing process stream by adding an in pit crushing and conveying
        (IPCC) system, 38 foot diameter semi-autogenous grinding (SAG) mill and
        expansion of the existing gravity circuit. The modifications will
        increase plant throughput to 30 Mtpa for the first four years of
        production, declining afterwards, again, as a result of increasing ore
        hardness. The expansion plan outlined above is know as Expansion Plan
        III.

        Operating and capital costs for Expansion Plan III were developed from a
        Feasibility Study completed by ECM, a Brazilian engineering company
        working with Aker-Kvaerner E&C. Data on SAG mill performance was
        collected during a pilot plant program completed by RPM staff.
        Recognized experts in SAG mill technology monitored the pilot plant
        program and the subsequent SAG mill sizing, design and operation. The
        SAG mill operates in closed circuit producing a product with a
        specification of 80% passing 213 microns at a WI of 8 kWh/t. Mill
        throughput will average 6000 m3 per hour (3700 tph).

        The IPCC is planned to improve ore delivery from the pit to the plant.
        The IPCC will reduce haul distances resulting in lower operating costs.
        The IPCC is sized to transport 4300 tonnes of ore per hour and assumes
        80% availability. The ore will be transported by a 1.5 km long, 1.8
        meter wide conveyor to fine ore bin near the existing crushing plant.

        The MMD sizer is the industry standard for limestone quarry operations
        challenged by the hardness of the rock (WI=12.0) It is considered
        adequate to treat the harder B2 ore in the reserve inventory. Sample
        results of the hardest ore types indicated that ore hardness is not an
        issue but the abrasiveness of the ore would likely result in premature
        wear.

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1.15    MINERAL RESOURCE AND RESERVE ESTIMATE

        The mineral resource model for Paracatu is interpreted and estimated
        using Gemcom software. The model is updated as required to reflect any
        new drill results or changes in geological interpretation. The last
        model update was completed for the December 2004 resource estimate.

        The mineral resource model for Paracatu is developed from a series of
        NW-SE oriented drill sections that include analytical data from the
        drill programs, pre-mining topography and current mine development. The
        sections are used to define the contacts between the various mineral
        horizons of interest.

        Interpretation considers major faults, the A-B1-B2 contact, Calha,
        non-Calha and IDS zonation and the oxide and sulphide boundaries.

        The information interpreted on the sections is imported into Gemcom for
        Windows for further processing. Linear features (faults, lithologic
        contacts, and mineralization polygons are modeled as continuous three
        dimensional surfaces and wireframes in Gemcom.

        The mineralized wireframes are used to extract sample data and code
        model blocks in a 50 x 50 x 8 ( x,y,z) meter block model.

        Assay data is typically examined using the following six major groupings
        representing the main geological subdivisions interpreted from section:

                o       C+T +B1 external (external to the sulphide outline)

                o       C+T+B1 non-Calha

                o       C+T+B1Calha

                o       B2 non-Calha

                o       B2 Calha

                o       B2 IDS

        Raw assay data (1.0 meter samples) are composited into 4.0 meter
        intervals. The composite data is then extracted using the wireframes
        produced from

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        sectional interpretation. Each composite is coded according to the
        geological wireframe. Composites less than 2.0 meters in length are
        discarded and any duplicate (twinned) composites are also discarded.
        Grade capping is not employed at Paracatu. Composites are analyzed using
        directional semi-variograms. to determine the major, semi-major and
        minor axes and the influence of individual composites.

        The wireframes are used to estimate the percentage of each geological
        unit informing on an individual model block.

        Gold grades are interpolated using Ordinary Kriging. Each geological
        unit is estimated independently and the average weighted grade is
        calculated from the percentage of each lithology within a block. The
        influence of any high grade composites (those greater than 0.80 g/t) is
        restricted during grade interpolation to prevent these outliers from
        influencing too many model blocks.

        An octant search is used in all cases for grade interpolation and a
        maximum of three adjacent samples are used from the same borehole.

        A specific gravity value is estimated for each model block based on
        sample results and a linear regression equation that is based on the
        depth from the pre-mining topographic surface.

        Each model block is assigned an ore hardness based on the results of the
        BWI analyses.

        Paracatu has historically reported resources and reserves according to
        the JORC Code. JORC is almost identical to the CIM Standards, the
        required reporting format to comply with Canada' National Instrument
        NI-43-101.

        Classification of the mineral resources uses a combination of
        geostatistical methods and manual verification. The primary
        classification is the result of statistical probability analysis, which
        is then manually verified by mine geologists.

        Mineral reserves are estimated based on results from a proprietary
        software program developed for RPM known as Mine Sequence Optimizer
        (MSO). The

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        program employs a floating cone algorithm that was developed for
        Paracatu by Dr. Miguel Armony, a Brazilian physicist and
        geostatistician.

1.16    CONCLUSIONS

        The Paracatu mine is a model mining operation. Gold production has
        consistently met targeted levels in the 18 years the mine has been in
        operation. Over that period of time, the predictive accuracy of the
        mineral resource model has been verified by actual production
        experience.

        RPM have completed a thorough pilot plant test examining the amenability
        of the Paracatu ores to SAG milling. A Feasibility Study to a +/- 15%
        level of accuracy has been completed and financial models indicate that
        the project has a positive cash flow at gold prices above $US 300 per
        ounce.

        Kinross has reviewed that data and conclusions supporting Expansion Plan
        III and is in agreement with RPM's conclusions that the project is
        viable and demonstrates a positive cash flow.

1.17    RECOMMENDATIONS

        The exploration potential at Paracatu is considered to be excellent.
        There is excellent potential to increase reserves along the down dip
        extension of the mineralized horizon to the west of the existing mining
        pit. Additional potential exists at depth, below the existing pit in
        areas where existing drill holes were stopped in mineralization.

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2.0     INTRODUCTION AND TERMS OF REFERENCE

2.1     INTRODUCTION

        The mineral resource and mineral reserve estimates summarized in this
        report are classified according to the Canadian Institute on Mining,
        Metallurgy and Petroleum's (CIM) standards as required by Canada's
        National Instrument 43-101.

        This report has been prepared in support of a reserve increase reported
        by Kinross in a press release dated February 15, 2005. The reserve
        increases are based on an updated resource model (updated in Q4, 2004)
        and assumes that the existing operation would be expanded to increase
        plant throughput. The plant expansion considers the addition of a 38'
        diameter SAG mill, MMD ore sizer, in-pit crushing and conveying system
        and upgrades to the existing plant gravity circuit.

        RPM's staff has estimated operating and capital costs for the proposed
        expansion project. ECM, a Brazilian consulting engineering company have
        completed a Feasibility Study on the planned expansion. ECM was assisted
        by Aker-Kvaerner in completing the study.

2.2     TERMS OF REFERENCE

        All units of measure (distance, area, etc,) unless otherwise noted are
        in metric units of measure.

        All monetary units are expressed in terms of September 2004 US dollars
        unless otherwise specified.

        An exchange rate of $3.13 Brazilian Reais per $1.00 US has been assumed
        throughout the SAG Expansion Feasibility Study and, by extension, this
        Technical Report.

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2.3     GLOSSARY

        CIM     Canadian Institute of Mining Metallurgy and Petroleum

        g/t     grams per tonne

        JORC    Joint Ore Reserves Committee

        kWh/t   kilowatt hours per tonne

        M       million

        Mtpa    million tonnes per annum

        MW      megawatts

        oz(s)   troy ounce(s)

        ROM     run of mine

        SAG     semi-autogenous grinding

        t       tonne(s)

        tpa     tonnes per annum

        tpd     tonnes per day

        tph     tonnes per hour

2.4     SCOPE AND OBJECTIVES

        This report is prepared in support of Kinross' February 15, 2005 Press
        Release disclosing Kinross' year end resource and reserve estimates.

2.5     REPORT BASIS

        This Technical Report is based on costs and financial analyses completed
        as part of a Feasibility Study completed by ECM / Aker-Kvaerner in May
        2004.

        The resource model and reserve estimate have been prepared by RPM staff.
        Reserve estimates are based on a mine plan within an optimized pit
        shell.

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        Current operating costs were adjusted to reflect increased throughput
        rates after installation of the SAG mill.

        The underlying data supporting the reserve estimate has been verified
        for accuracy by RPM staff and Kinross experts. No errors have been
        noted.

        The lead author of this report has personally visited the project on
        several occasions and has reviewed the estimation methodology.

2.6     DISCLAIMER

        This document has been prepared by Kinross Gold Corporation's Technical
        Services Department. The document summarizes the professional opinion of
        the author(s) and includes conclusions and estimates that have been
        based on professional judgement and reasonable care. Said conclusions
        and estimates are consistent with the level of detail of this study and
        based on the information available at the time this report was
        completed. All conclusions and estimates presented are based on the
        assumptions and conditions outlined in this report. This report is to be
        issued and read in its entirety. Written or verbal excerpts from this
        report may not be used without the express written consent of the
        author(s) or officers of Kinross Gold Corporation.

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3.0     PROPERTY DESCRIPTION AND LOCATION

3.1     PROPERTY DESCRIPTION

        The Paracatu mine (locally known as Morro do Ouro) is operated by Rio
        Paracatu Mineracao (RPM), a wholly owned subsidiary of Kinross Gold
        Corporation (Kinross). The mine has been in continuous operation since
        1987.

        The mine includes an open cast mine, process plant, tailings impoundment
        area and related surface infrastructure and support buildings. Current
        plant throughput averages 18 Mtpa.

        Currently, mining does not require any waste removal (stripping) and
        just a limited amount of explosive is necessary to blast the harder ores
        prior to excavation. Ore is ripped and pushed into piles by CAT D10
        dozers. CAT 992 front-end loaders load the ore from the piles into CAT
        777 rigid frame haul trucks that transport the ore to the existing
        crusher.

        Ore hardness increases with the depth from surface and as a result,
        modeling the hardness of the Paracatu ore is as important as modeling
        the grade. Ore hardness is modeled based on Bond Work Index (BWI)
        analyses of diamond drill samples. RPM currently estimates that blasting
        of the Paracatu ore will be necessary for blocks with a BWI greater than
        9.0 kWh/t

        The planned Expansion Plan III proposes to increase plant throughput to
        30 Mtpa, allowing more efficient treatment of harder ores at depth and
        the arsenopyrite rich Calha and IDS ores.

        The mineral resources and mineral reserves supported by this Technical
        Report assume implementation of Expansion Plan III.

3.2     LOCATION

        The mine is located less 3 km north of the city of Paracatu (population
        75,000) in the northwest part of the state of Minas Gerais, Brazil.
        Paracatu is located approximately 230 km from Brazil's capital, Brasilia
        at Latitude 17(degree)3'S and

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        Longitude 46(degree)35'W. Figure 3.2-1 is a Location Map showing the
        location of Paracatu (Morro do Ouro).

                    FIGURE 3.2-1 - PARACATU MINE LOCATION MAP


                                [GRAPHIC OMITTED]


        The mine is located at an elevation of 780 m above sea level.

3.3     TITLE AND OWNERSHIP

        In Brazil, mining licenses (claims) are issued by the Departamento
        Nacional da Producao Mineral (DNPM). A Brazilian mining license is
        called a "Decreto de Lavra". Once certain obligations have been
        satisfied, DNPM issues a mining

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        license that is renewable annually, and has no set expiry date. Each
        year RPM is required to provide information to DNPM concerning mineral
        production and related matters.

        RPM currently holds title to two mining licenses:

        DNPM Nos. 830.241/80 and 800.005/75 are outlined in red in Figure 3.3-1
        below. The mine and most of the surface infrastructure, with the
        exception of the tailings impoundment area, lie within the two mining
        licenses. The mining claims are confirmed by legal survey.

        RPM also holds title to 13 exploration permits in the immediate mine
        area. Exploration permits are valid for 3 years, extendable for an
        additional 2 years. The exploration permits are highlighted in blue in
        Figure 3.3-1 below. Unlike the mining leases, exploration permits are
        not legally surveyed. Their physical limits are staked in the field and
        all corners are physically confirmed in the field by DNPM employees.

        Including the exploration permits, RPM controls 8,732 Ha in the Paracatu
        area as outlined in Figure 3.3-1.

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             FIGURE 3.3-1 PARACATU MINING AND EXPLORATION CLAIM MAP






                                [GRAPHIC OMITTED]






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3.4     PERMITTING

        One of the initial conditions satisfied by RPM in obtaining a mining
        license was that an Environmental Impact Assessment (EIA) was
        successfully filed with the State of Minas Gerais environmental agency.
        During the time that the mining license is effective, the Operation
        License must be renewed every four years. RPM is the first Brazilian
        gold mining company to receive ISO 14001 certification. The mine
        practices very good environmental care and monitoring programs.

        RPM is currently licensed to draw a set amount of water from the Sao
        Domingos, Santa Rita and Sao Pedro rivers. As previously discussed, any
        additional water demands are likely to be a sensitive issue in the
        community. It is likely that applications to increase water drawdown
        from the rivers will require public and government consultation and
        possibly additional environmental study. RPM staff have expressed
        confidence that Expansion Plan III can be completed under current water
        drawdown rates. They have also indicated confidence that if necessary,
        any increased water demand would be approved.

        Another permitting factor affecting Expansion Plan III is mining on the
        exploration claims west of Rico Creek. Rico Creek is a historic placer
        mining area and the soils in and around the creek are contaminated with
        mercury. The creek plays an important role in the community however and
        any disruption of the creek had to be carefully presented to the
        community.

        A communication process about Expansion Plan III was initiated in
        November 2003. A series of presentations outlining the benefits to the
        community and describing the environmental impact of the planned
        expansion were initially presented to a representative group of RPM
        employees and selected opinion maker groups in the town of Paracatu
        including the local press. From these initial meetings, a strategy was
        developed to communicate Expansion Plan III to the community. The
        planned diversion of Rico Creek to allow continued mining of the deposit
        was one of the main focus areas for the community.

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        Public perception of this process has been very positive as evidenced by
        the fact that no public hearings were requested after the EIA study was
        submitted to FEAM (the environmental agency). Legally, any party could
        call for a public hearing, at any time, within 45 days of submission of
        the EIA. This clearly indicates that the communication process was
        successful in building public support for the project within the local
        community.

        The final potentially significant permitting issue is related to
        approvals to mine below the water table. Currently the mine is not
        permitted to mine below the water table. RPM personnel have indicated
        that it is reasonable to assume that the necessary government approvals
        can be obtained. RPM have not actively pursued the necessary permits as
        there were sufficient ore reserves above the water table to support the
        long range mine plan. For Expansion Project, however, these reserves
        became of very important. The impact of lowering the water table in the
        areas influenced by the mine was well studied in the EIA study and also
        communicated to the community. As mentioned before, the fact that no
        public hearing was called for after the EIA submission also indicates
        the high degree of confidence that the community deposits on RPM.

        The Brazilian environmental policy is executed at three different levels
        of public administration - federal, state and municipal. Coordinating
        and formulating the Brazilian Environmental Policy is the responsibility
        of the Ministry for the Environment. Linked to it is the National
        Environmental Council (CONAMA), the deliberative and consultantive board
        for environmental policy. CONAMA's responsibility is to establish the
        rules, standards and criteria guidelines so that environmental licensing
        can be granted and controlled by the state and municipal local
        environmental agencies which are part of the National Environmental
        System (SISNAMA), and by the Brazilian Institute for the Environment and
        Renewable Resources (IBAMA). IBAMA is the government agency under the
        jurisdiction of the Ministry for the Environment, and is the agency
        responsible for executing the Brazilian Environmental Policy at the
        federal level.

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        The basic environmental process is initiated with the collection of
        baseline data, following the submission of a conceptual mine plan.
        Baseline data collection is followed with an Environmental Impact
        Assessment (EIA), leading to an Environmental Impact Report (RIMA). The
        EIA and RIMA are made available for public review and comment.

        Once the EIA/RIMA process is complete, the Environmental License (LA),
        is required to move the project forward. The LA is issued by the State
        Agency, under guidelines developed by the CONAMA. There are a number of
        components to the Environmental License:

                o       PRIOR LICENSE (LP) - this is relevant to the mining
                        project's preliminary planning stage and contains the
                        basic requirements to be met during the location,
                        installing and operating stages, in accordance with the
                        municipal, state or federal plans for soil use.

                        Requirements must meet regulations, criteria and
                        standards set out in the general guidelines for
                        environmental licensing issued by the CONAMA. In
                        addition, the criteria and standards established by the
                        state environmental agency must be met, in the scope of
                        the agencies area of jurisdiction, providing there is no
                        conflict with federal level requirements.

                        The Mining Plan and the EIA/RIMA are technical documents
                        required for obtaining the Prior License. This process
                        is concurrent with the request for a mining concession.

                o       INSTALLATION LICENSE (LI) - authorizes the start of the
                        mining project, including implementation and
                        installation of the project, according to the
                        specifications in the approved Environmental Control
                        Plan. After the LP is granted, an Economic Development
                        Plan (PAE) is prepared, to be approved by the National
                        Department for Mineral Production (DNPM), as well as an
                        Environmental Control Plan (PCA, based on the
                        Environmental Management System (SGA), to be approved by

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                        local Environmental Agency in order for the Installation
                        License and the land clearing (deforestation) license to
                        be issued. At this stage, a closure plan is also drawn
                        up, to be submitted for the DNPM's approval.

                o       OPERATING LICENSE (LO) - authorizes, after necessary
                        confirmation, the start of the licensed activity and
                        functioning of its pollution control equipment,
                        according to that set out in the Prior and Installation
                        Licenses. During the operating phase of the Project,
                        Annual Mining Reports (RAL) are submitted by the company
                        for DNPM's approval. In the closure phase, the company
                        applies for a Conformity Certificate from the
                        environmental agency and DNPM, after the
                        decommissioning, restoration and environmental
                        monitoring operations are finished.

        Figure 3.4-1 is a simplified diagram of the environmental and licensing
        and control process.

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       FIGURE 3.4-1 BRAZILIAN ENVIRONMENTAL LICENSING AND CONTROL PROCESS








   [Flow Chart Showing Brazilian Enviornmental Licensing and Control Process]







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3.5     ROYALTIES

        RPM must pay a third party royalty of 0.33% of net sales to a
        landholder.






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4.0     ACCESS, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY

        Access to the site is provided by the federal highway system, a network
        of modern, paved roads that are maintained by the federal government. A
        small paved airstrip also services the community. The airstrip can
        accommodate small, charter aircraft.

        The Paracatu mine is located 230 southeast of the national capital,
        Brasilia (pop. 2 million) and 480 kms northwest of the state capital
        Belo Horizonte (pop. 2.5 million). Both cities are modern cities with
        industrial and manufacturing facilities. Belo Horizonte is considered
        the "mining capital" of Brazil and several major mining suppliers and
        engineering companies are headquartered there.

        Paracatu is located in the Brazilian savannah, a region characterized by
        low rolling hills that have been largely cleared of vegetation to
        support farming along with cattle and dairy ranching. The region is
        largely dependent on agriculture with soya beans being the predominant
        crop.

        The Paracatu mine is the largest industrial enterprise in the region,
        employing 750 people, most of who live in the city of Paracatu.

        There are two distinct seasons, a rainy season from October to March and
        a dry season from April through to September. Temperatures average
        20(degree) Celsius, ranging from a high of 35(degree) C to a low of
        15(degree) C. Average annual rainfall totals between 850 - 1800 mm.

        Domestic water for the mine is obtained from the city of Paracatu, via
        pipelines from the municipal water company provider. Process water is
        largely recycled from the tailings pond. Make up water is drawn from the
        Sao Domingos and Sao Pedro rivers during the rainy season to maintain
        the water level in the tailings dam at a level sufficient to provide
        adequate water during the rainy season. The mine also has access to
        artesian wells as an emergency water supply.

        The Sao Domingos and Sao Pedro rivers provide all the water necessary to
        support agricultural irrigation in the area. As such, the drawdown of
        additional

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        water is considered a sensitive issue in the community and was
        identified by RPM staff as a potential limiting factor in the design of
        the SAG Mill Expansion Project. RPM staff carefully monitored densities
        in the process circuit and concluded that the SAG Mill Expansion could
        be operated without having to modify their existing water drawdown
        permits.

        The mine is connected to the national power grid, which relies mainly on
        hydroelectric generation. Electricity is subject to a free market
        environment with consumers able to select their supplier of choice. RPM
        obtains electricity from Centrais Eletricas Minas Gerais (CEMIG). The
        mine has a small emergency power capability, used for critical process
        equipment that cannot be suddenly stopped such as thickeners and CIL
        tank agitators.

        The mine has established surface areas for tailings disposal, and for
        its mineral processing facilities. These are sufficient to meet the
        future needs as defined by the Life of Mine Plan. In the case of the
        tailings storage, the impoundment dam will be raised in a series of
        lifts to provide the necessary storage volume.

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5.0     PROJECT HISTORY

        The mining history of the Paracatu region is closely associated with the
        activities of the Portuguese bandeirantes expeditions who prospected for
        gold in Brazil's interior, arriving in the Paracatu region in 1722 after
        the discovery of gold alluvial placers.

        Alluvial mining peaked during the second half of the 18th century. The
        alluvial mining was not limited to the placer deposits along Rico Creek,
        they also exploited the oxidized ore outcrop on the top of Morro do Ouro
        hill or the "Hill of Gold".

        Gold production declined sharply in the region during the first decade
        of the 19th century. From this point forward, production was limited to
        "garimpeiros", subsistence level mining practiced by local inhabitants.
        Various prospectors explored the region but economically viable
        operations were limited as a result of the low-grade nature of the
        deposits.

        Beginning in 1970, Paracatu attracted some attention from mineral
        exploration companies looking for lead and zinc deposits in the area.
        The interest in the gold of Morro do Ouro was secondary as the majority
        of the companies were not attracted by the gold grade, considered to be
        too low to be economically extracted.

        In 1980, Rio Tinto, operating in Brazil under the name of Riofinex do
        Brasil, joined with Billiton in a partnership to explore land in Brazil.
        Billiton owned the Morro do Ouro area but had no interest in investing
        in the area. In 1984 Billiton sold the balance of its shares in the
        Morro do Ouro area to Riofinex. Riofinex embarked on a surface
        exploration program that focused on the oxidized and weathered horizons
        of the Moro do Ouro area. At the end of 1984, based on the data from
        hundreds of test pits (up to 25 m deep) and further supported by a total
        of 44 drill holes, a reserve of 97.5 Mt at 0.587g/t Au was estimated at
        what is currently known as the Paracatu Mine.

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        This estimate only included the superficial oxidized ore, then
        categorized as type C or T ore. In spite of the low gold grade,
        Riofinex's geologists believed that profitable extraction of the ore
        could be realized. In 1985 this was confirmed by a feasibility study.
        Total investment to that time was $7.3 million including ground
        acquisition costs, exploration costs, and the cost of the feasibility
        study.

        Approval was granted by Rio Tinto to construct a mining project at a
        capital cost of approximately US$ 65 million, on the condition that a
        Brazilian partner could be secured for the venture. At the end of 1985,
        RTZ Mineracao, successor to Riofinex, struck a joint venture agreement
        with Autram Mineracao e Participacoes (Autram) to joint venture the
        project through a new company, Rio Paracatu Mineracao (RPM), with Rio
        Tinto holding a 51% operating interest and Autram the remaining 49%.

        Autram's interest ceded to TVX Participacoes who later became TVX Gold
        Inc. (TVX). TVX entered into an agreement with Newmont that resulted in
        Newmont and TVX holding a 24.5% interest in Paracatu. In early 2003, TVX
        acquired Newmont's 24.5% interest resulting in TVX having a 49% interest
        in Paracatu. Almost immediately, Kinross acquired TVX's interest as part
        of the Kinross, TVX, Echo Bay Mines Ltd. (EBM), merger agreement.

        Production at Paracatu commenced in October 1987 treating oxidized and
        highly weather ore from the C and T ore horizons described in Section
        5.0 of this report. The first gold bar was poured in December 1987. The
        following year, the mine throughput reached the design capacity of 6.1
        Mtpa.

        After start up, the throughput rate was progressively increased to 13
        Mtpa, as a result of a number of improvement programs. In 1993, an
        $18.3M Optimization Project was commissioned providing extra water and
        flotation capacity for the circuit.

        Throughput at Paracatu was increased again to 16 Mtpa in 1997 after
        completion of Expansion Project I with a capital cost expenditure of
        $47.3 M.

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        Expansion Project II (1999) increased the mill throughput to 20 Mtpa
        after a capital investment of $6.2M. Due to an increase in ore hardness,
        throughput has now fallen to the 18.0 Mtpa level.

        Total capital investment to December 31, 2004 totalled $249.4M dollars.
        This includes the initial purchase costs of the land, all engineering,
        the initial construction costs, later optimization and expansion capital
        costs, the purchase of the mining fleet and other smaller capital
        investments to optimize the existing project.

        The plant currently produces approximately 200,000 ounces of gold
        annually at an average cash cost of $220 per ounce

        In December 2004, Kinross purchased Rio Tinto's 51% interest in the RPM
        mine giving Kinross a 100% interest in RPM and the Paracatu mine.

        Table 5.0-1 summarizes the historic production at Paracatu.

              TABLE 5.0-1 PARACATU LIFE OF MINE PRODUCTION SUMMARY


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
        YEAR                1987      1988      1989      1990     1991      1992      1993     1994     1995      1996
- --------------------------------------------------------------------------------------------------------------------------
<S>                         <C>       <C>       <C>       <C>      <C>       <C>       <C>      <C>      <C>       <C>
 Tonnes milled (million)      0.5       6.2       8.2       9.3     10.1      10.5      13.0     13.4     13.6      13.5

 Feed grade (Au g/t)         0.78      0.77      0.67      0.64     0.61      0.58      0.50     0.50     0.49      0.50

 Gold Produced (oz)         3,884   113,257   145,844   160,258  166,053   167,000   174,699  169,003  162,844   165,646
- --------------------------------------------------------------------------------------------------------------------------
        YEAR                1997      1998      1999      2000     2001      2002      2003     2004               TOTAL
- --------------------------------------------------------------------------------------------------------------------------
 Tonnes milled (million)     15.3      15.6      17.5      19.7     16.5      18.4      18.4     17.3              237.0

 Feed grade (Au g/t)         0.47      0.48      0.45      0.47     0.45      0.48      0.44     0.44               0.50

 Gold Produced (oz)       156,687   181,305   188,938   228,866  186,915   224,539   200,691  188,574          2,985,002
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>


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6.0     GEOLOGICAL SETTING

        The Paracatu mineralization is interpreted to be the result of mineral
        bearing solutions that flooded deformed, Upper Proterozoic phyllites
        forming a series of micro to macro scale quartz boudinage structures.
        The zone of enrichment at Paracatu has been traced for some 4km x 2km in
        extent and appears to be up to 150m thick in places.

6.1     REGIONAL GEOLOGY

        The mineralization is hosted by a thick sequence of phyllites belonging
        to the basal part of the Upper Proterozoic Paracatu Formation and known
        locally as the Morro do Ouro Member. The sequence outcrops in a
        northerly trend in the eastern Brasilia Fold Belt, which, in turn, forms
        the western edge of the San Francisco Craton. The Brasilia Fold Belt
        predominantly consists of clastic sediments, which have undergone lower
        greenschist grade metamorphism along with significant tectonic
        deformation.

        A series of east-northeast trending thrust faults are extensively
        developed along the belt. Metamorphic grade increases towards the west
        as the thickness of the fold belt increases. The timing of deformation
        is estimated at between 800-600 Ma during the Brasiliano orogenic cycle
        and the mineralization is believed to originate syngenetically with this
        period of deformation.

        A number of anomalous gold occurrences have been mapped in the area.
        Most are hosted in rocks similar to those being mined at Paracatu.
        Stratigraphic correlation between the know occurrences is difficult,
        largely as a result of fault offsets and lack of true marker units. It
        is not certain that these other mineralized occurrences are within the
        same stratigraphic horizon as Paracatu.

        Mineralization at Cabeca Seca and Luziania occurs along the same
        northwest linear trend as Paracatu. This trend defines a significant
        regional gravity anomaly.

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6.2     LOCAL GEOLOGY

        The phyllites at Paracatu lie within a broader series of regional
        phyllites. The Paracatu phyllites exhibit extensive deformation and
        feature well developed quartz boudins and associated sulphide
        mineralization. Sericite is common, likely as a result of extensive
        hydrothermal alteration of the host rocks.

        Primary sedimentary features and bedding planes are easily recognizable
        but are intensively deformed with development of thrusting, bedding
        plane thrusting, sygmoidal and boudinage structures as can be observed
        in Figures 6.2-1 and 6.2-2 below.


      FIGURE 6.2-1 TYPICAL SULPHIDE MINERALIZATION IN BOUDINAGE STRUCTURES



                                [GRAPHIC OMITTED]



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                    FIGURE 6.2-2 SMALL SCALE THRUST FAULTING



                                [GRAPHIC OMITTED]



        Mineralization at Paracatu is related to a period of ductile
        deformation, associated shearing and thrust faulting. Overall, the
        sequence has been thrust to the northeast. Intense, low angle isoclinal
        folds are commonly observed. The mineralization plunges to the
        west-southwest at 15(degree) and there is secondary folding with axial
        planes striking to the northwest resulting in kink bands and egg box
        folds in some areas.

        The mineralization appears to be truncated to the north by a major
        normal fault trending east-northeast as mapped in Figure 6.2-3. The
        displacement along this fault is not currently understood but the fault
        is used as a hard boundary during mineral resource estimation. The
        current interpretation is that the fault has displaced the
        mineralization upwards and natural processes have eroded away any
        mineralization in this area.

        A known fault zone also defines the western boundary of the deposit.
        This fault has been interpreted to down fault mineralization to the
        west. The fault strikes

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        north-northwest and is believed to follow a linear topographic low along
        the Rico Creek valley.

               FIGURE 6.2-3: LOCAL GEOLOGY OF THE PARACATU DEPOSIT






                                [GRAPHIC OMITTED]






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6.3     DEPOSIT GEOLOGY

        The Paracatu mineralization is subdivided into 4 horizons defined by the
        degree of oxidation and surface weathering and the associated sulphide
        mineralization. These units are, from surface, the C, T, B1 and B2
        horizons. Mining to date has exhausted the C and T horizons. The
        remaining mineral reserves are primarily hosted in the B1 and B2
        horizons.

                 FIGURE 6.3-1 PARACATU DEPOSIT MINERAL HORIZONS




                                [GRAPHIC OMITTED]




        Type C mineralization occurs at surface, extends to 20 - 30 meters from
        surface. Type C mineralization is completely altered with no remaining
        sulphides. It also features localized laterite development.

        The T horizon is generally only a couple of meters thick. It is
        varicoloured and is essentially demarking the transition from the C
        horizon to the B1 horizon.

        The B1 horizon is dark in colour and carbonaceous with less oxidation
        than the C horizon. Sulphides have been completely oxidized but some
        fresh sulphide material is visible in the quartz boudins.

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        B2 mineralization was originally described as un-weathered or fresh
        mineralization with primary sulphides. Recent work has led to the
        development of subdivisions within the B2 horizon based on arsenic
        content but also taking into account the relative concentrations of the
        various sulphide minerals present. The B2 horizon is divided into Calha
        and non-Calha mineralization based on the amount of arsenic present.
        Where the arsenic content is greater than 2500 ppm, the mineralization
        is classified as Calha. Where arsenic content is less than 2500 ppm, the
        mineralization is classified as non-Calha. The central section of the
        Calha lenses feature increased arsenic content ( greater than 4000 ppm)
        and intense deformation. These central areas are identified as Intensely
        Deformed Sulphide (IDS) mineralization.

        Figure 6.3-2 is a typical section showing the C, T and B1 mineral
        horizons overlying the Calha, (CL1-CL3) non-Calha (NC1 - NC3) and IDS
        (CL4) units of the B2 horizon. The 1-4 designator is reflective of
        differences in hardness as measured by Bond Work Index (BWI)
        measurements taken from drill cores.

                    FIGURE 6.3-2 PARACATU B2 MINERAL HORIZONS




                                [GRAPHIC OMITTED]




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        There are additional, localized variations of the B2 mineralization, the
        most common of which are the Pyrrhotite and Galena B2 mineralization.
        Both are relatively rare. The Pyrrhotite B2 has been mapped in the
        central portion of the sequence, forming a 25 m thick zone characterized
        by coarse aggregates of arsenopyrite. The Galena B2 mineralization is
        rare and discontinuous, mapped as 1-2m thick units with high grade gold
        values that average 0.59g/t Au.

        The contact between unmineralized host rock (Type A) and the various
        mineralized horizons is gradational, occurring over a 10m wide zone that
        is characterized by arsenic values of 200-500ppm and up to 0.2g/t of
        gold.

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7.0     DEPOSIT TYPE

        The Paracatu deposit is a metamorphic gold system with finely
        disseminated gold mineralization hosted within an original bedded
        sedimentary host (phyllite). Very fine, evenly distributed, micron gold
        (associated with sulphides) is finely disseminated throughout a thinly
        bedded phyllite (metamorphosed argillaceous sedimentary rock) of Upper
        Proterozoic age.

        The phyllites at Paracatu are highly deformed as a result of tectonic
        processes. The originally sedimentary rocks have been successively
        altered by at least three phases of hydrothermal alteration that have
        remobilized gold within the original carbonaceous sediments.

        Gold mineralization at Paracatu was introduced by fluids rich in silica,
        iron, arsenic, gold, sulphur dioxide and lead that permeated phyllitic
        rocks in tectonic zones (thrust faults), during or shortly after a
        period of intense tectonic activity. The fluids appear to have migrated
        in a SW to NE direction. In the NE, the fluids encountered a quartzite
        cap (Morro do Ouro) that prevented further fluid migration resulting in
        the formation of the Paracatu deposit.

        Analysis suggests the sulphides exhibit relationships indicating at
        least three separate phases of hydrothermal activity.

                o       An initial event rich in arsenic an gold occurred during
                        the initial phase of a tectonic-metamorphic event

                o       A second phase during the main tectonic event that
                        introduced pyrite, pyrrhotite, chalcopyrite, sphalerite
                        and galena with rare sulphosalts and gold, This also
                        resulted in recrystallization of quart and carbonates
                        manifested in the boudins at Paracatu. It's postulated
                        that during this phase, gold that was held in the
                        crystal lattice of the arsenopyrite was released to
                        re-crystallize at arsenopyrite grain boundaries.

                o       A final phase (post deformational) that produced
                        discordant quartz, carbonate and chlorite veinlets with
                        lesser pyrite and pyrrhotite.

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8.0     MINERALIZATION

8.1     PETROGRAPHY

        The mineralization at Paracatu is indicative of metamorphic alteration
        of lower greenschist facies intensity. Early petrographic studies of the
        B1 mineralization indicated that quartz and sericite make up 80% of the
        rock mass. Carbon occurs in the form of a fine opaque dust disseminated
        within the individual sericite bands. Carbon content varies from 5-20%.
        Minor amounts of ilmenite,tourmaline, anatase, rutile and limonite are
        also commonly observed.

        In 2000, a suite of 50 samples of typical Paracatu mineralization were
        submitted for petrographic study. The samples were collected from
        different ore horizons, at different locations and at different depths
        from surface and are considered to be representative of the Paracatu
        mineralization.

        Results indicated that 60-90% of unoxidized phyllites were composed of
        quartz and sericite producing the distinctive banding noted. Individual
        bands typically are less than 2 cm in thickness.

        The phyllites also contain carbonate (calcite and ankerite) locally up
        to 20% and the same fine grained carbon noted in the previous
        petrographic work was also observed in the latter samples. Accessory
        minerals included muscovite, biotite, albite, tourmaline, ilmenite,
        chlorite, zircon and rutile.

8.2     SULPHIDES

        The amount of sulphides present typically doesn't exceed 3-4%. The most
        common sulphides observed are pyrite, arsenopyrite and pyrrhotite.
        Galena is relatively common and may be accompanied by sphalerite.
        Chalcopyrite occurs locally in fractures in the main sulphide minerals
        noted above.

        The sulphides typically occur as individual crystals or coarse
        crystalline aggregates.

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        Arsenopyrite is the most common sulphide and occurs as a fine grained
        ((less than)1mm) to coarse grained (>3mm) aggregates. Crystals up to 1
        cm in size are not uncommon. Arsenopyrite crystals increase in size to
        the southwest.

        The mineralization at Paracatu exhibits distinct mineralogical zoning
        with the arsenopyrite content increasing towards the center and west and
        in the zones of intense deformation. Gold grades increase in lock step
        with the arsenopyrite so that the highest gold grades occur where
        arsenopyrite content is greatest.

        Pyrrhotite occurs in the western part of the deposit and gold grade are
        elevated where pyrrhotite increases. There is evidence for the existence
        of a high-grade pyrrhotite body at depth, which has been intersected in
        a number of drillholes.

        The paragenetic model proposed for Paracatu suggests that gold and
        arsenopyrite were introduced concurrently. This was followed by a period
        of tectonic activity that produced the deformation and remobilized the
        gold and arsenopyrite and introduced pyrite and pyrrhotite.

        The well-developed quartz boudins are found where the most intense
        deformation occurred and are believed to be the result of increased
        fluid flow with increased arsenic and base metal deposition originating
        from the hydrothermal system. Larger boudins formed in the coarser
        grained units of the original sedimentary host material. In the
        argillaceous units the boudins tend to be smaller (generally <2cm along
        the long axis) but more numerous.

8.3     GOLD

        Gold occurs either as free gold or electrum. Microscopic analysis
        indicates that 92% of the gold at Paracatu is free milling with less
        than 8% encapsulated by sulphide grains or silica.

        RPM examined 50 polished sections of Paracatu ore and identified 79 gold
        grains in 16 of the samples. 50 grains were associated with arsenopyrite
        either occurring on the grain boundaries or as inclusions. The remaining
        29 gold grains were associated with pyrite.

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        No gold was observed with pyrrhotite and no gold was noted without
        sulphide.

        The gold grains varied from sub-rounded to highly irregular (angular).
        Typically, gold grains were less than 10 microns in size and occur on
        the sulphide grain boundaries as seen in Figure 8.3-1.

     FIGURE 8.3-1 PARACATU THIN SECTION GOLD ON ARSENOPYRITE GRAIN BOUNDARY




                                [GRAPHIC OMITTED]




        The gold varies in color from pale to deep yellow reflecting variation
        in the silver content.

        Another mineralogical assessment made by Rio Tinto in Bristol has
        analysed ore samples ground at a grinding size of 106 microns. 634 gold
        particles were identified, 27 % being bigger than 53 microns and 16 %
        bigger than 75 microns. These grains represented around 60 % of the
        total gold area of the samples. By

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        the same talk, only 7 % of the grains were bigger than 106 microns, but
        those represented 40 % of the total gold area of the samples.

        In summary, all mineralogical assessments conducted so far indicate that
        gold is associated preferentially with arsenopyrite. Gold is
        predominantly free milling and cyanidable. The majority of grains are
        ultrafine (less than 20 microns) but the few coarse grains that occur
        are responsible for the highest percentage of the contained gold in the
        ore.

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9.0     EXPLORATION

        Rio Tinto was the first company to apply modern exploration methods at
        Paracatu. The initial production decision was based on a mineral reserve
        estimate based on 44 drill holes and 458 surface pits (25m maximum
        depth) testing the C and T ore horizons at Paracatu.

        The deposit, with the exception of the exploration permits west of Rico
        Creek, is currently drilled off on a nominal 100 x 100 meter drill
        spacing.

        The exploration history at Paracatu has evolved in lock step with the
        mine development. Initially, the exploration effort was focused only on
        defining mineral reserves within the C and T horizons. As a result, the
        majority of the sample support was limited to within 25-30 meters of
        surface.

        As mining of the C and T horizons advanced and the initial capital
        investment was recovered, the decision was made to evaluate the B1
        horizon and exploration drilling was focused on defining the deposit
        through drilling only to the bottom of the B1 horizon.

        As more knowledge was gained through mining of the B1 horizon, the
        potential of the B2 horizon became increasingly important and
        exploration drilling was extended to test the entire thickness of the C,
        T, B1 and B2 horizons.

        As a result of the staged recognition of the mineral reserve potential
        at Paracatu, several drill holes do not test the entire thickness of the
        B2 horizon. RPM staff are aware of the information gaps and additional
        holes to fill in these areas are planned in the future.

        Kinross considers the deepening of holes to test the entirety of the
        mineralized horizons at Paracatu to be an excellent opportunity to
        increase the mineral resources and mineral reserves of the property.

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10.0    DRILLING

        The current database at Paracatu includes 458 test pits (5,070 meters)
        and 696 drill holes (28,317 meters). Table 10.0-1 summarizes the drill
        database as of November 1, 2004.

                        TABLE 10.0-1 DRILL SUMMARY TABLE


              ---------------------------------------------------
                 YEAR   TYPE    DIAMETER      NUMBER OF  TOTAL
                                                HOLES    METERS
              ---------------------------------------------------
                  1988   DD    6 inch               26    1,014
                  1989   RC    6 inch               67    2,791
                  1990   DD    6 inch               15      604
                  1992   DD    6 inch              277    7,961
                  1993   DD    6 inch               36    1,858
                  1994   DD    6 inch, HX/NX       141    5,871
                  1996   DD    6 inch               31      920
                  2000   DD    HX                   38    3,597
                  2001   DD    HX                   40    1,788
                  2004   DD    HX                   25    1,913
              ---------------------------------------------------
              TOTAL                                696   28,317
              ---------------------------------------------------


        Included in the drill hole totals are 67 reverse circulation drill holes
        that were drilled to test the mineralization. Assay results from the RC
        drill campaign were 25 - 30 % lower than results from twinned diamond
        drill holes. The observed bias is thought to be related to losses of
        gold in the dust that was produced during drilling, some of it being
        retained inside the drill hole. RPM typically excludes RC data where the
        data has been twinned by a diamond drill hole. Where holes have not been
        twinned, RPM includes the RC results in the mineral resource modeling
        process.

        Inclusion of the RC data during mineral resource estimation may have a
        conservative impact on mineral resource estimation.

        Until 1993, drilling and test pitting focused on the C and T horizons
        but since that time, drilling has been extended into the B2 horizon.
        Currently, the nominal drill spacing across the mineralized area roughly
        defines a 100 x 100 meter grid.

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        Definition of fault boundaries has led to a better understanding of the
        boundaries of the deposit and future drilling is planned to deepen
        existing holes rather than drill new areas around the periphery of the
        orebody.

        The estimated mineral resources and mineral reserves are restricted to
        lands controlled by RPM, predominantly in the form of the two current
        mining leases. Approximately 20% of the mineral reserves are on land
        where RPM holds an exploration license. RPM staff has consistently
        expressed the opinion that approval for a mining license for these
        exploration permits will not be problematic provided the established
        permitting process is followed.

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11.0    SAMPLING METHOD AND APPROACH

        Kinross has not completed a detailed review of the sampling methods used
        during exploration of the project. Verbal review with RPM staff has
        provided basic insights into the sampling methods used.

        It is Kinross' opinion that 18 years of production history at Paracatu
        has confirmed the accuracy of the exploration data far more accurately
        than any review of sample procedures and methods could ever hope to
        approach. The production data clearly indicates that the mineralization
        at Paracatu is generally free of any significant grade variability. It
        is therefore Kinross' opinion that there is no reason to suspect any
        problems with respect to the samples collection methods employed during
        exploration of the Paracatu mineralized horizons.

11.1    GOLD

        Core recovery from the diamond drill programs is reported to be
        excellent, averaging greater than 95%. RPM employed a systematic
        sampling approach where the drilling (and test pitting) were sampled
        employing a standard 1.0 meter sample length from the collar to the end
        of the hole.

        All samples were marked up and collected by geologists or technicians
        employed by RPM.

        It was standard practice to send the entire core for analysis after the
        core had been logged and photographed. This procedure is not uncommon in
        deposit with a low average grade and good grade continuity. Kinross does
        not consider the sampling of whole core to be a concern especially when
        viewed in light of the property's production history where typically,
        actual production is well within 5% of estimated annual gold production.

11.2    BULK DENSITY

        Bulk density analyses have been completed at various times throughout
        the exploration and development of the project. The original values were
        based on

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        the results of samples collected from the surface test pits. Mining of
        the deposit indicated that the bulk density values were low so efforts
        were made to obtain a more representative number.

        Changes were made to the calculation methodology and a linear regression
        method was employed up to 1999. Reconciliation to actual production
        statistics indicated problems with the density calculations and a study
        was commissioned to examine the bulk density estimates.

        Rio Tinto Technical Services Ltd (RTTSL) developed a new method that
        combined statistical evaluation of near surface sampling for the C, T
        and B1 horizons with a linear regression approach for the data within
        the B2 horizon in those areas where deep drill coverage was limited.
        This new method has improved reconciliation relative to the actual mill
        production to within 1.5% of the predicted tonnage figures.

        Density calculations are carried out at two stages in the mineral
        resource estimation process. During evaluation drilling, samples of core
        are measured using the water displacement method. This method is
        appropriate for the B2 horizon but likely inappropriate for the C. T and
        B1 horizons.

        In situ density measurements are taken by extracting a 30cm cubic block
        from the upper level of a bench. Generally two samples are taken and
        averaged to give a value for the bench. The results from these samples
        will not take into account any variations with depth and the SG
        determination at the top of the bench is applied through the entire
        depth of that bench.

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12.0    SAMPLE PREPARATION, ANALYSES AND SECURITY

        The sample preparation flow sheet is presented in Figure 12.0-1 below.

        Prior to the start up of the mine, all samples were shipped to
        independent analytical labs in Brazil for analysis. Kinross has not
        investigated the labs used to analyze the samples and therefore cannot
        comment on the certification of any of the labs involved.

        After construction of the mine, all samples were processed at the on
        site lab by RPM employees. The RPM lab is not an internationally
        certified analytical facility.

        As with the sample collection methods, Kinross is not concerned about
        the certification of the historical assay labs used to analyze the
        samples from Paracatu. Production data from the mine certainly supports
        the conclusion that there is gold mineralization at Paracatu in
        sufficient quantities to be profitably extracted. The current resource
        and reserve estimates do not hypothesize any dramatic increases in grade
        or propose any dramatic changes in the distribution of gold within the
        system.

        Assaying is completed on 50 g sample aliquots with a total of six (6)
        analyses completed for each sample. A sulphur assay value is determined
        for each sample. Additional elements assayed are arsenic, copper, lead,
        zinc, manganese, cadmium and silver.

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                 FIGURE 12.0-1: SAMPLE PREPARATION FLOW DIAGRAM







                               [GRAPHIC OMITTED]







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12.1    QUALITY CONTROL, QUALITY ASSURANCE

        Quality control and quality assurance programs were limited during the
        exploration at Paracatu. The dominant quality control procedure involves
        the use of inter-laboratory check assays comparing results from RPM's
        analytical lab to Lakefield Research in Canada. Additional check assay
        work is carried out at the Anglo Gold laboratories in Brazil (Crixas and
        Morro Velho).

        Currently, inter-laboratory checks are run against all RPM's samples
        including flotation rejects (low grade), geology samples (intermediate
        grade) and hydromet plant samples (high grade).

        Apart from the interlab checks, the RPM lab procedure includes insertion
        of certified analytical standards and blanks. At least one blank and
        standard are inserted with each batch of samples analyzed. Results are
        statistically analysed and if they lie outside the determined
        boundaries, all the samples within the batch are repeated. Other checks
        are also conducted throughout the fire assay process, such as lead
        recovery to the buttons and silver recovery for the prills. If
        recoveries are below the criteria, the analyses are repeated.

        Finally, RPM uses a certified international standard sample for checking
        the integrity of the fire assay process whenever the criteria described
        above are not met.

        Historically, inter-laboratory checks have been carried out in 1991,
        1997 and 1999/2000. Results from the inter-laboratory check assaying
        have not been reviewed by the author.

        However, the production history and the detailed reconciliation data
        between the reserve estimates and the actual mine production would
        suggest that there is little reason for concern.

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13.0    DATA VERIFICATION

        Kinross has not completed any independent verification routines against
        original data sources. Rio Tinto employed a rigorous data verification
        process at Paracatu. All the information in the database was manually
        verified against original assay and filed certificates.

        Rio Tinto Technical Services completed bi-annual reviews of RPM's
        procedures and methodology. The review process was very detailed and
        generally involved 2-3 full days of detailed review and verification.
        Results of the reviews are maintained in RPM's archives. The 1998, 2000
        and 2002 reviews concluded that RPM's procedures met Rio Tinto's
        corporate guidelines for resource modeling and reserve estimation.

        Rio Tinto often used the review process to highlight riskas and
        opportunities for future work by RPM staff. Rio Tinto Technical Services
        suggested that resource classification based on indicator Kriging would
        be an acceptable approach but favoured resource classification based on
        conditional simulation as the preferred approach. This alternative was
        implemented in the December 2004 resource estimate.

        Paracatu's production history suggests that the accuracy of the data is
        beyond reproach. Kinross has reviewed the production accounting records
        in detail and have found these to be exceptionally detailed and
        thorough. Kinross is confident that the production reconciliation data
        is accurate and indicative of the performance of the reserve estimate.

        Table 13.0-1 summarizes the production reconciliation for the period
        1990 to 2003.

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                 TABLE 13.0-1 PARACATU PRODUCTION RECONCILIATION


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        YEAR           1990   1991   1992   1993   1994   1995   1996    1997
- --------------------------------------------------------------------------------
Reserve Grade (Au g/t) 0.652  0.631  0.590  0.517  0.485  0.505  0.519   0.486
Actual Grade (Au g/t)  0.644  0.613  0.575  0.499  0.497  0.492  0.502   0.465
Mine Call Factor       0.988  0.971  0.975  0.965  1.025  0.974  0.967   0.957
- --------------------------------------------------------------------------------
        YEAR           1998   1999   2000   2001   2002   2003   2004    TOTAL
- --------------------------------------------------------------------------------
Reserve Grade (Au g/t) 0.514  0.472  0.467  0.471  0.438  0.446  0.439   0.509
Actual Grade (Au g/t)  0.482  0.453  0.473  0.449  0.483  0.438  0.442   0.500
Mine Call Factor       0.938  0.960  1.013  0.953  1.103  0.982  1.007   0.985
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14.0    ADJACENT PROPERTIES

        There are no other producing mines near the Paracatu mine. Regional
        exploration by Rio Tinto did not identify any additional potential in
        the immediate vicinity of the mine. Fazenda Lavras is a gold prospect
        located approximately 13 km from Paracatu. It has some similarities with
        the Paracatu deposit but it is not in production.
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15.0    MINERAL PROCESSING AND METALLURGICAL TESTING

        The existing process plant at Paracatu has operated continuously since
        1987. As of December 31, 2004, average mill recovery was 78.1%. A
        detailed discussion on the existing process facilities is presented in
        Section 20.0 of this report. The resource and reserve estimates
        summarized by this report assume modification of the existing plant
        according to Expansion Plan III, which calls for the installation of an
        in pit crushing and conveying system, 38 foot diameter SAG mill and
        other minor modifications to the existing process facility.

        Table 15.0-1 summarizes the average annual metallurgical recoveries of
        the flotation and hydrometallurgical process as well as the average
        global plant recovery.

            TABLE 15.0-1 PROCESS PLANT METALLURGICAL RECOVERY SUMMARY


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
YEAR                                1987  1988  1989  1990  1991  1992  1993  1994  1995  1996
- ------------------------------------------------------------------------------------------------
<S>                                 <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Hydromet Recovery (%)               NA    95.1  97.4  97.5  99.1  99.2  99.2  99.2  99.2  99.3
Flotation Recovery (%)              NA    83.8  84.8  84.6  83.7  83.7  81.8  79.5  76.4  76.7
- ------------------------------------------------------------------------------------------------
GLOBAL METALLURGICAL RECOVERY (%)   59.0  75.7  82.4  82.7  83.3  83.2  81.4  78.8  75.8  76.0
- ------------------------------------------------------------------------------------------------
Year                                1997  1998  1999  2000  2001  2002  2003  2004        TOTAL
- ------------------------------------------------------------------------------------------------
Hydromet Recovery (%)               97.5  92.2  94.3  96.2  96.7  97.1  96.8  96.3        97.2
Flotation Recovery (%)              75.6  77.9  77.8  78.8  80.9  81.3  79.1  79.8        80.4
- ------------------------------------------------------------------------------------------------
Global Metallurgical Recovery (%)   73.7  71.8  73.4  75.8  78.3  79.0  76.6  76.8        78.1
- ------------------------------------------------------------------------------------------------
</TABLE>


15.1.1  IN PIT CRUSHING AND CONVEYING

        An in pit crushing and conveying system (IPCC) has been recommended by
        RPM staff as an integral component to Expansion Plan III.

        The IPCC is sized to treat 4300 tph of run of mine (ROM) ore. To meet
        this specification, RPM estimates the system must average 80%
        availability. The system consists of a primary feed hopper which can be
        fed from three sides by trucks up to 150 tonnes in size. ROM ore will be
        feed by apron feeder to a MMD-type, twin shaft sizer to be reduced to
        80% passing 200 mm.

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        The MMD sizer is the industry standard for limestone quarry operations
        (WI=12.0) and is considered adequate to treat the harder B2 ore type in
        the reserve inventory. Samples of the hardest B2 ore were sent to the
        manufacturer for testing that indicated that the ore hardness was not an
        issue but the abrasive nature of the ore may increase cost due to faster
        wear. The Feasibility Study considered the additional wear factor.

        The ore will be transported by a 1.5 km long, 1.8 meter wide conveyor to
        a 7150 tonne silo. Two 1800 mm apron feeders will draw ore from the silo
        for feeding the SAG mill. Each feeder is capable of providing 100% of
        the SAG feed requirement.

        Expansion Plan III proposes to route excess capacity from the MMD sizer
        to two, 250,000 tonne capacity stockpiles which act as buffer feed
        sources during the rainy season when rainfall reduces mining efficiency
        in the pit and will also avoid production disruption during the IPCC
        system downtime for maintenance.

15.1.2  SAG MILL

        Expansion Plan III calls for the installation of a 38 foot diameter SAG
        mill operating in closed circuit producing a product with a
        specification of 80% passing 213 microns at a WI of 8 kWh/t. Mill
        throughput will average 6000 m3 per hour (3700 tph).

        Both the SAG mill manufacturer and independent consultants, considered
        as experts in the field, have verified the SAG mill sizing and
        throughput assumptions in the Feasibility Study. The SAG mill will have
        a 20 MW wrap around motor with a normal draw of between 14 and 15 MW.

        Several SAG mills of this size have been placed into operation but the
        planned throughput rate and product size proposed for Expansion Plan III
        are both on the high end of the scale. The aggressive throughput rate
        and final product specification is well supported by extensive pilot
        plant test work completed by RPM. This work confirmed that the Paracatu
        ore naturally produces a product with a size of 200 - 250 microns at
        very low power inputs.

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        In evaluating the installation of the SAG mill and considering the very
        high flow rates, the Feasibility Study examined all potential impacts on
        SAG mill efficiency. One area of concern is that at the proposed flow
        rates the SAG mill will not be able to adequately handle the
        recalculating load from the cyclones which has the potential to cause
        slurry pooling and or slurry spillage. Slurry pooling reduces mill
        efficiency resulting in decreased mill power and loss of throughput.
        Spillage from the feed end can damage bearings, generates housekeeping
        issues and may also impact throughput.

        Calculations were completed that determined the maximum flowrate that
        could be handled by the SAG mill. It was concluded that as long as
        sufficiently large pulp lifters were installed then the possibility of
        slurry pooling was eliminated. The calculations used to evaluate the SAG
        mill flowrates have a precision of +/- 10% so slurry pooling may still
        occur. However, the pilot plant studies were cognizant of this issue and
        the closed circuit runs of the pilot plant were completed under slurry
        pooling conditions to evaluate the impact on mill performance. Based on
        the pilot plant results, the impact of slurry pooling is limited. At
        worst, if slurry pooling does occur, the mill structure and motor were
        sized to be able to operate at higher ball charges (up to 18%), which
        will draw the required power even with at slurry pooling conditions.

        As for the potential for feed end slurry spillage, proper design and
        engineering can mitigate the potential impact of this effect.

        The Feasibility Study included allowances for the installation of a
        pebble crusher in the future if operational experience indicates it is
        necessary.

15.1.3  MODIFICATIONS TO THE EXISTING PLANT

        Expansion Plan III does not require any changes to the existing
        Grinding, Flotation or Hydrometallurgical circuits.

        There are additions to the Gravity circuit, specifically, the planned
        addition of additional jig capacity or alternatively, large capacity
        (XD70) Knelson concentrators or some combination of both. Metallurgical
        testwork on B2 ores indicates improved gold

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        recoveries result from both jigs and Knelson concentrators. Initial
        testwork focused on evaluated the impact of changes to the operation of
        the jigs in the existing plant. Due to changes in the physical operation
        of the jigs, recovery improved by an average of 12%. Further recovery
        improvement were realized through the use of Knelson concentrators that
        have the capability of recovering fine gold (200 mesh) that jigs are
        incapable of recovering.

        In Q2, 2004, a Knelson XD-70 was installed at Paracatu to test its
        impact within the existing mill circuit. Results will continue to be
        evaluated so that the final configuration of the gravity circuit will be
        optimized once Expansion Plan III is approved.

15.1.4  EXPANSION PLAN III METALLURGICAL TESTWORK

        The testwork supporting the installation and operation of the SAG mill
        resulted largely from a series of 64 pilot plant tests on the Paracatu
        ores. The tests were run on 1500 tonnes of Paracatu ore with WI's
        ranging from 5.5 to 12.0 kWh/t. In all, six different ore types were
        processed through a Koppers 6x2 foot SAG mill that was leased from
        CETEM, Rio de Janeiro, Brazil . The pilot plant operated from April 2002
        to February 2003. A staff of two process engineers, 3 technicians and 10
        labourers were permanently assigned to the pilot plant operation.

        The pilot plant testwork and analysis of the results were all completed
        under the supervision of a team of recognized expert in the filed of SAG
        mill design and operation. These experts were:

                o       Mr. Anthony Moon, Rio Tinto Technical Services;

                o       Dr. Steve Morrell, SMCC and

                o       Mr. George Grandy, Akeer-Kvaerner.

                o       Dr Homero Delboni Jnr, University of Sao Paulo

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        The pilot plant test work evaluated ores independently as well as
        composite ores formed by blending the available ore types together to
        produce a representative blend of future mill feed.

        Specific details on the pilot plant testwork are included in the
        Feasibility Study. The results were reviewed by Dr. Morrell and Mr.
        Grandy who independently concluded that a 38 foot diameter SAG mill with
        a 3700 tpd throughput rate would be best suited to process the Paracatu
        ores.

        Figure 15.1.4-1 presents a graph showing mill throughput related to the
        ore hardness. At an average ore hardness of 8.0 (Feasibility Study
        design criteria), the SAG mill has a maximum throughput of slightly more
        than 3700 tph.

              FIGURE 15.1.4-1 SAG MILL PERFORMANCE CURVE (MORRELL)





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        Mineralogical studies carried out at the JKMRC-MLA laboratories in
        Australia have shown that a large part of the Paracatu plant gold losses
        were associated with mixed particles of arsenopyrite with gold. Figure
        15.1.4-1 illustrates a typical occurrence.

          FIGURE 15.1.4-1 TYPICAL GOLD ON ARSENOPYRITE GRAIN BOUNDARIES




                                [GRAPHIC OMITTED]




        The relatively large natural size of the arsenopyrite crystals in the
        deposit makes them readily recoverable by gravity concentration. The
        JKMRC-MLA mineralogical study showed that at 65 mesh, 90 % of the
        arsenopyrite crystals are liberated. Consequently, the pilot plant
        incorporated gravity concentration equipment into the grinding circuit
        to obtain better data on potential treatment methods of the high-arsenic
        "calha" ores. These

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        ores in particular have proven to be difficult to treat by flotation
        alone in the actual milling process.

        Initially a Denver duplex 8 x12 inch jig was placed in the SAG mill
        discharge and even although it was grossly overloaded in this duty (over
        60 tonnes per metre squared per hour) it showed recovery levels of 25 %
        of gold and 50 % of arsenic from T5 type calha ore. This initial result
        indicated quite clearly that arsenopyrite was being liberated in the 200
        to 500 micron range where a jig concentrator is particularly effective.

        A much larger Pan-American jig and a Knelson concentrator were then used
        in the same duty with relative success. It was then decided to complete
        the circuit by installing a 3 x 3 foot ball mill to regrind SAG mill
        product to flotation size (p80 of 75 microns) and install a bank of four
        Outokumpu 4 R flotation machines (36 cubic feet each) to give a
        simulation of the final recovery that could be achieved by incorporating
        extra jigging capacity in the existing industrial flotation plant.

        A total of 18 completed test runs comparing final circuit flotation
        tailing with and without jigging for similar ore blends in the circuit
        showed that in every single case the results with jigging were superior.
        The average reduction in final gold tailing went from 0.120 g/t without
        jigging to 0.071g/t with jigging, a gain of 11% in recovery based on the
        average 0.43 g/t head value.

        Since gravity concentration in the Expansion Plan III will take place
        treating two distinct phases, a coarse phase within the SAG circuit and
        a fine phase after transfer to the ball mill circuit, there is every
        reason to expect better overall gravity recovery in the SAG mode. The
        advent of the Knelson XD-70 concentrator which will specifically target
        the minus 200 mesh gold in mill circulating loads which the jigs do not
        catch is expected to further increase this differential.

        Plant recoveries for both the SAG and the base case are presently
        predicted to be the same and are estimated on the basis of calha content
        and IDS calha content in each block together with an allowance for the
        gains by improved gravity recovery. Gold recovery projections are based
        on 80.39% for CTB1B2 ore blends and 75% for ore

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        blends containing higher calha content (B2 ore with high arsenopyrite
        levels). Average annual plant gold recovery is estimated to increase
        from 77% in 2005 to over 79% from 2009 onwards.

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16.0    MINERAL RESOURCE AND RESERVE ESTIMATES

        The mineral resource model for Paracatu is interpreted and estimated
        using Gemcom software. The model was updated for December 31, 2004
        estimate, reflecting all new drill results and any changes in geological
        interpretation.

        Mineral reserves are estimated based on results obtained from a
        proprietary software program developed for RPM and known as Mine
        Sequence Optimization (MSO). The program was developed for Paracatu by
        Dr. Miguel Armony, a Brazilian physicist and geostatiscian. MSO works on
        a floating cone algorithm similar to the Lerchs-Grossman algorithm.

16.1    MINERAL RESERVE AND RESOURCE STATEMENT

        The Proven and Probable mineral reserve estimate for the Paracatu mine
        is summarized in Table 16.1-1. The estimate assumes successful
        completion of Expansion Plan III, gold prices of $US 350 and $US 400 per
        ounce, a foreign exchange rate of 3.13 Brazilian Reais per $1.00 US and
        an updated life of mine plan for the project.

    TABLE 16.1-1 PROVEN AND PROBABLE MINERAL RESERVES AS OF DECEMBER 31, 2004


- --------------------------------------------------------------------------------
                      GOLD PRICE = $350/OZ             GOLD PRICE = $400/OZ
                   -------------------------------------------------------------
 CLASSIFICATION    TONNES     GRADE      GOLD      TONNES     GRADE       GOLD
                  (X 1,000)  (AU G/T)  (OUNCES)   (X 1,000)  (AU G/T)   (OUNCES)
- --------------------------------------------------------------------------------
Proven             425,947      0.44  6,025,000    427,592      0.44  6,041,000
                   -------------------------------------------------------------
Probable           178,464      0.43  2,437,000    179,112      0.42  2,444,000
- --------------------------------------------------------------------------------
PROVEN & PROBABLE  604,411      0.44  8,463,000    606,704      0.43  8,485,000
- --------------------------------------------------------------------------------


        The Measured and Indicated mineral resource estimate for the Paracatu
        mine is presented in Table 16.1-2. The Measured and Indicated mineral
        resources are reported exclusive of the Proven and Probable mineral
        reserves reported in Table 16.1-1. The estimate is based on gold prices
        of $US 400 and $US $450 per ounce, a foreign exchange rate of 3.13
        Brazilian Reais per $1.00 US and updated pit optimizations from

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        the MSO software at the established gold prices. Operating costs used to
        complet eht pit optimization were estimated in the Expansion Plan III
        Feasibility Study.

  TABLE 16.1-2 MEASURED AND INDICATED MINERAL RESOURCES AS OF DECEMBER 31, 2004


- --------------------------------------------------------------------------------
                      GOLD PRICE = $400/OZ              GOLD PRICE = $450/OZ
                   -------------------------------------------------------------
 CLASSIFICATION    TONNES     GRADE      GOLD      TONNES     GRADE       GOLD
                  (X 1,000)  (AU G/T)  (OUNCES)   (X 1,000)  (AU G/T)   (OUNCES)
- --------------------------------------------------------------------------------
Measured             1,645      0.30     16,000        166      0.39     2,000
                   -------------------------------------------------------------
Indicated              647      0.31      6,000        123      0.29     1,000
- --------------------------------------------------------------------------------
MEASURED & INDICATED 2,292      0.30     22,000        289      0.29     3,000

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


        NB MEASURED AND INDICATED RESOURCES ARE REPORTED EXCLUSIVE OF MINERAL
        RESERVES

        The mineral resources and mineral reserves estimates were completed by
        RPM's staff and supervised of Wes Hanson, P.Geo, Kinross' Director of
        Technical Services.

        Two factors affect the mineral resource and mineral reserve estimates
        noted above.

        Approximately 35% of the mineral resources and mineral reserves lie
        below the current water table. Permits to mine below the water table
        have not been issued. RPM has indicated that there is reasonable
        certainty that the permits can be obtained without any significant
        issues or delays.

        Approximately 20% of the mineral resource and mineral reserve estimates
        are located on the exploration licenses west of Rico Creek. The mineral
        rights to these lands are controlled by RPM through the exploration
        permits. Permits to allow mining have not been granted. RPM has
        indicated that the necessary permits can be obtained once the decision
        to mine the reserves on these exploration permits has been confirmed.
        There is no reason to suggest that the necessary permits will be denied.

        It is important to note that approximately almost all of the mineral
        resources and mineral reserves contained in the exploration leases would
        be below the water table.

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16.2    HISTORICAL ESTIMATES

        The reserve history at Paracatu indicates continuous growth of the
        reserve base reflecting increased geological knowledge and improved
        process efficiencies. Figures 16.2-1 and 16.2-2 are graphs that show the
        changes in mineral reserve tonnages and contained ounces from the start
        of commercial production until December 31, 2004.

                   FIGURE 16.2-1 TONNAGE MINED AND IN RESERVE




                               [GRAPHIC OMITTED]




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                    FIGURE 16.2-2 OUNCES MINED AND IN RESERVE

                               [GRAPHIC OMITTED]

16.3    MODELING METHODOLOGY

16.3.1  OVERVIEW

        Mineral reserves for Paracatu are estimated based on results of the MSO
        floating cone optimization of the mineral resource model. The Paracatu
        mineral resource model was last updated in 2004. This included
        production depletion from 2004 and the addition of 25 new diamond drill
        holes that were completed in 2004.

        The resource model is developed using a modified Sequential Gaussian
        Simulation using the routines available at GSLib Fortran90. The
        resulting model is exported to Gemcom for further processing. The
        procedures and methodology used to estimate mineral resources are
        described in the following sections of the report.

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16.3.2  GEOLOGICAL INTERPRETATION

        The mineral resource model for Paracatu is developed from a series of
        NW-SE oriented drill sections on which all exploration results have been
        plotted. The sections are used to define the contacts between the
        various ore types and horizons.

        Major fault zones are interpreted from section to section, typically as
        a linear feature.

        Sulphur values from the drill core analyses are used to refine the B1-B2
        contact which is also interpreted on individual sections as a linear
        feature.

        Calha, non-Calha and IDS ore types are outlined on section based on the
        arsenic results. The outlines are stored as closed polygons.

        Grade shells of 0.20 and 0.30 g/t are used to assist in the
        differentiate between oxide and sulphide ore however the primary tool in
        developing this contact is the sulphur value. The A-B contact is refined
        by a continuous sequence of gold grades lower than 0.20g/t.

        The use of a grade shell is not rigid and the grade shells often
        incorporate gold grades less than the rough cutoffs noted. The grade
        shells are saved as closed polygons.

        All information is digitized and imported into Gemcom mine modeling
        software. Gemcom is used to convert the sectional polygons and lines to
        three-dimensional wireframes and surfaces representing the ore units and
        features that have been interpreted on section.

16.3.3  SAMPLE ANALYSIS

        The 1.0 meter sample data are extracted and grouped by using the
        wireframes to cip out the sample data. Statistical analysis of the 1.0
        meter samples indicates that the Paracatu deposit has a relatively
        uniform grade distribution with very few high grade outliers. The
        homogeneity of the gold mineralization is one of the benefits at
        Paracatu. Gold grades have excellent lateral continuity with very little
        variation. This feature is even more obvious when considering results by
        individual rock type.

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        In general, review of the Paracatu data indicates that less than 5% of
        the total population returned values in excess of 1.00 g/t Au. The
        majority of gold grades lie between 0.3 and 0.7 g/t Au.

        Assay data is typically examined using the following six major groupings
        representing the main geological subdivisions interpreted from section:

                o       C+T +B1 external (external to the sulphide outline)

                o       C+T+B1 non-Calha

                o       C+T+B1Calha

                o       B2 non-Calha

                o       B2 Calha

                o       B2 IDS

        Review of the basic statistics of these zones confirms that grade
        variability does not appear to be a significant issue.

16.3.4  COMPOSITING

        After reviewing the statistics of the raw data, the 1.0 meter samples
        are composited into 4.0 meter intervals. Compositing uses a downhole
        compositing routine where the composites start at the drill hole collar
        and progress downwards in 4 meter intervals to the end of the hole. The
        4,0 meter composite length is equivalent to half the planned mining
        bench height.

        The composite data is then extracted using the same geological
        wireframes used to evaluate the raw 1.0 meter sample results. Each
        composite is coded according to the geological unit.

        Any composite less than 2.0 meters in length are discarded and any
        duplicate (twinned) composites are also discarded.

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        Composite statistics are evaluated in exactly the same manner that the
        1.0 meter sample data was evaluated as a check against any introduced
        error resulting from the compositing process.

16.3.5  GRADE CAPPING

        Grade capping is not employed at Paracatu. High grade results
        occasionally occur in the 1.0 m sample results. These results are
        diluted when the 8.0 m composite samples are calculated which reduces
        the influence of the individual high grade results.

16.3.6  GEOSTATISTICS

        The 4.0-meter composites are then subjected to geostatistical analysis.
        Directional semivariograms are evaluated in three dimensional space to
        determine the major, semi-major and minor axes and the influence of
        individual composites.

        At Paracatu, the C+T+B1 ore is best estimated using an omni-directional
        semi variogram. The B2 horizon is best estimated using and anisotropic
        semi-variogram with the major axis orientated with a dip of 5(degree) at
        an Azimuth of 225(degree).

      Table 16.3.6-1 summarizes the semivariogram models estimated from the
                                 Paracatu data.

                  TABLE 16.3.6-1 PARACATU SEMI-VARIGRAM SUMMARY


<TABLE>
<CAPTION>
<S>                                                                           <C>
- ------------------------------------------------------------------------------------------------------------------
  ROCKTYPE    STRUCTURES    MODEL      NUGGET  SILL   ANGLE 1   RANGE 1   ANGLE 2   RANGE 2   ANGLE 3    RANGE 3
- ------------------------------------------------------------------------------------------------------------------
B1 EXT                 2  Spherical      0.44  0.50      0.00     263.0      0.00     263.0      0.00  1000000.0
                          Exponential    0.06  0.00  100000.0      0.00  100000.0      0.00      18.0
- ------------------------------------------------------------------------------------------------------------------
B1 INT                 2  Spherical      0.44  0.50      0.00     263.0      0.00     263.0      0.00  1000000.0
                          Exponential    0.06  0.00  100000.0      0.00  100000.0      0.00      18.0
- ------------------------------------------------------------------------------------------------------------------
B2 Non Calha           1  Spherical      0.43  0.57    225.00     205.0      5.50     205.0      0.00       12.1
- ------------------------------------------------------------------------------------------------------------------
B2 IDS                 1  Spherical      0.43  0.57    235.00     550.0      6.50     500.0      0.00       33.0
- ------------------------------------------------------------------------------------------------------------------
B2 Calha               1  Spherical      0.43  0.57    225.00     450.0      6.00     450.0      0.00       33.0
- ------------------------------------------------------------------------------------------------------------------
</TABLE>


16.3.7  BLOCK MODEL

        The block model is created using a two-step process. First, a block
        model with a 50 x 50 x 8 meter (x,y,z) block dimension is coded using
        the same geological wireframes used to

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        evaluate the sample data. The percentage of each lithology within a
        block is stored in the model blocks to allow for grade estimation later
        in the process.

16.3.8  GRADE INTERPOLATION

        Gold grades are interpolated using Ordinary Kriging. Each geological
        unit is estimated independently and the average weighted grade is
        calculated from the percentage of each lithology within a block. As
        previously noted, grade capping is not employed at Paracatu however the
        influence of high grade composites (greater than 0.80 g/t) is reduced.

        An octant search is used in all cases for grade interpolation and a
        maximum of three adjacent samples are used from the same borehole.

        Table 16.3.8-1 summarizes the sdearch parameters used to control grade
        interpolation in the resource model.

                    TABLE 16.3.8-1 GRADE INTERPOLATION RANGES

- --------------------------------------------------------------------------------
  ROCKTYPE     SEARCH 1   RADIUS 1   SEARCH 2   RADIUS 2   SEARCH 3   RADIUS 3
- --------------------------------------------------------------------------------
B1 EXT             0.00     600.00       0.00     600.00       0.00      30.00
- --------------------------------------------------------------------------------
B1 INT             0.00     600.00       0.00     600.00       0.00      30.00
- --------------------------------------------------------------------------------
B2 Non Calha     225.00     600.00       6.00     600.00       0.00      30.00
- --------------------------------------------------------------------------------
B2 IDS           235.00     600.00       6.50     600.00       0.00      30.00
- --------------------------------------------------------------------------------
B2 Calha         225.00     600.00       6.00     600.00       0.00      30.00
- --------------------------------------------------------------------------------


16.3.9  SPECIFIC GRAVITY

        A specific gravity value is estimated for each model block based on
        sample results and a linear regression method related to the depth of
        the sample from the pre-mining topographic surface. The estimation is
        based on a straight regression analysis that has been proven accurate
        based on mine production statistics.

        In the 2004 model, drillhole and mine bench data were combined after
        verifying that there was no significant support issue. Semi-variograms
        were calculated and models

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        fitted from which block densities were estimated by ordinary kriging. A
        comparison with overall tonnage estimates from the previous regression
        model showed an increase in tonnage of about 8%. As this new density
        model requires further work, for example, differentiating between B1 and
        B2, it was decided to be conservative and the block density estimates
        were factored down.

16.3.10 ORE HARDNESS

        Each model block is assigned an ore hardness based on the results of the
        BWI analyses.

        Hardness is assessed based on an 8 m composite samples that represent
        the mine`s bench height. Each sample is composed of a fraction of each
        meter after initial sample crushing to 1.4 mm. The WI test is carried
        out by the RPM process lab following the Bond Work Index standard. WI
        values are interpolated into the model blocks using multi indicator
        Kriging interpolation methods without lithology discretization.

        Figure 16.3.10-1 outlines the process used to interpolate ore hardness
        into the model blocks.

             FIGURE 16.3.10-1 BOND WORK INDEX INTERPOLATION PROCESS



                                [GRAPHIC OMITTED]



        For blocks where WI data is limited, (i.e. west of Rico Creek), Wi
        values are assigned based on block elevation.

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16.3.11 RESOURCE CLASSIFICATION

        Paracatu has historically reported resources and reserves under the JORC
        Code. JORC is essentially identical to the CIM Standards, which are the
        required reporting format under Canada's National Instrument NI 43-101.

        The classification of the mineral resource uses a combination of
        geostatistical methods and followed by manual checking. The following
        describes the Sequential Gaussian simulation technique used to derive
        the resource classification scheme for the December 2004 model.

        The initial step consisted of transforming the 4m composites gold
        distributions (by lithology) into normal score distributions with means
        equal to zero and variances equal to one. Semi-variograms were
        calculated for each lithology. Fifty equally probable realizations of
        the gold grade and variance were produced for the 50 x 50 x 8 meter
        model blocks.

        The standard error of the block grades were calculated and the blocks
        were classified according to the relative error of the mean grades at a
        90 percent confidence level. The criterion for measured resources is as
        follows: blocks must have a relative error of 7.5 percent or less at a
        90 percent confidence level. To be classified as measured.. Indicated
        resources include blocks with a relative error between 7.5 and 15
        percent at the same confidence level. These limits for resource classes
        are, by definition, not absolute and were chosen to be broadly
        consistent with previous classification efforts at Paracatu that were
        based on a 100 x 100 x 16 meter block dimension.

        Block classification is then checked manually to determine any blocks
        which may require re-classification if the geologist feels that grade
        and/or geological continuity warrants an increase or decrease in
        confidence of the block value.

        Any block that does not contain a drill intersection and is therefore
        not sampled is not included in the Mineral Resource Statement.

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16.4    PIT OPTIMIZATION

        The Measured and Indicated resource block model is exported the MSO
        optimization package for analysis.

        Cost data is fed into the MSO optimization to evaluate the profitability
        of individual model blocks. Pit slope criteria is also input into the
        optimizer to limit pit wall slopes. For the Feasibility Study of
        Expansion Plan III a conservative pit slope of 45(degree) has been
        assumed.

        The operating costs for the Expansion Plan III were developed by RPM
        staff as part of the Feasibility Study. Operating costs were split into
        fixed and variable components as per the standard RPM approach.

        The following costs were estimated for the first full year of production
        with the SAG mill in place. The increasing ore hardness will likely
        result in increased costs over the mine life. These costs are accounted
        for during Whittle optimization by employing a mining cost adjustment
        factor during optimization.

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        Mining costs                               $0.264 / tonne

        Process costs                              $1.003 / tonne

        Maintenance costs (mine, plant, site)      $0.307 / tonne

        G&A costs (Admin + HSE)                    $0.153 / tonne

        TOTAL COST                                 $1.727 / TONNE

        Later in the mine life as harder ore is exposed it will be necessary to
        drill and blast the ore at Paracatu. The MSO includes a cost escalation
        factor related to blasting assuming contract drilling and blasting. The
        estimated costs are $0.250/ tonne. It is estimated that only 30% of the
        material will require blasting.

        The optimization program calculates an economic break even cutoff grade
        based on the cost, gold price, foreign exchange rates and metallurgical
        recoveries assumed during the optimization.

        Cutoff grades are calculated as per the following:

        COG = total operating cost / ((price per ounce/31.1035 g /oz) * process
        recovery)

        Based on the costs and equation described above, the cutoff grade for
        Paracatu will be:

        $1.727/(($400/31.1035)*0.79) = 0.170 g/t

        The cutoff grade excluding drilling and blasting costs would be:

        $1.607/(($400/31.1035)*0.79) = 0.158 g/t

16.4.1  RESERVE ESTIMATION

        The reserves for Expansion Plan III are essentially the bench by bench
        totals of the mining benches defined by the MSO program. A detailed pit
        design has not been applied to the optimized pit shells largely due to
        the fact that the majority of the mining benches are open cuts as
        opposed to an open pit.

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        As noted above, only Measured and Indicated resource blocks are exported
        to the MSO program. This approach is consistent with both JORC and the
        CIM requirements.

        Measured blocks convert to Proven reserves; Indicated blocks convert to
        Probable reserves.

        The reserves must meet the following requirements:

                o       They must lie within either the mine lease or permitted
                        exploration areas;

                o       They must be physically mineable (i.e. within the
                        optimized pit limits) and

                o       They must be profitable when evaluated against the costs
                        of extraction (capital as well as operating).

        The conditions noted above are slightly different from Rio Tinto's
        guidelines in that reserves from the exploration licenses are reported
        and the requirement that all blocks must be immediately available for
        mining has been eliminated.

        Kinross' discussions with RPM's Technical staff indicate that they are
        very confident that the surface rights to the exploration leases can be
        obtained without difficulty. As a result, Kinross supports the decision
        to convert the previously classified Measured and Indicated resources in
        this are to Proven and Probable reserve status is justified.

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17.0    OTHER RELEVANT DATA AND INFORMATION

        This section is not applicable to the Paracatu mine.

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18.0    INTERPRETATION AND CONCLUSIONS

        The Paracatu mine is a well-managed operating gold mine with a long
        history of meeting production schedules and quotas. The information
        presented in support of Expansion Plan III is well organized, thorough
        and complete.

        Historical production statistics clearly indicate that the sample
        density is sufficient to accurately estimate the grade of the deposit; a
        fact proven by the close agreement between predicted and actual grades
        during the period the mine has been in operation.

        There are two exploration opportunities that should be examined by
        Kinross. The first involves targeted drilling to upgrade inferred
        resources to Measured and Indicated. The second involves additional
        targeted drilling to ensure the entire thickness of the mineralized
        horizon is tested. Some of the earlier drilling at Paracatu was stopped
        short of the B2 ore limit. This infill drilling would also provide an
        opportunity to twin the remaining reverse circulation drill holes that
        may be imparting a low-grade bias during mineral resource estimation.

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19.0    RECOMMENDATIONS

        Based on the pilot plant test results and feasibility level engineering
        work, RPM staff have recommended construction of Expansion Plan III.
        Kinross has reviewed the data and conclusions presented by RPM and are
        in agreement with their recommendation to proceed with the planned
        expansion.

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20.0    ADDITIONAL INFORMATION FOR OPERATING PROPERTIES

20.1    PROCESS PLANT

        Figure 20.1-1 is a simplified flowsheet of the current process plant.
        The production statistics in the flowsheet are budget estimates only.

       FIGURE 20.1-1: SIMPLIFIED FLOWSHEET EXISTING PARACATU PROCESS PLANT



                                [GRAPHIC OMITTED]



20.1.1  CRUSHING

        Typical run of mine ore is about 80% passing 70mm. The current plant
        features four separate crushing lines, three of which are operated at
        one time while the fourth is on standby or down for scheduled
        maintenance. Three crushers provide a crushing rate of 800 tonnes per
        hour (tph). Each circuit consists of a primary impact crusher followed
        by a secondary cone crusher. The final crushed product has a
        specification of 80% passing 10 mm.

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        The crushed product feeds to a 5000 tonne fine ore bin. Two feeders from
        the fine ore bin transfer the ore to one of two blending bins that feed
        into the grinding circuit.

20.1.2  GRINDING CIRCUIT

        The existing grinding circuit features four separate process streams
        consisting of a single stage ball mill (1800 kW) which are fed at a rate
        of 600 tph from the two blending bins. The ball size is 60 mm diameter
        with consumption of 300 g/t. The ball mills operate in closed circuit
        with 500mm hydrocyclones.

        A fifth ball mill is used for regrinding a portion of the circulating
        load.

        The final product specification from the grinding circuit is 80% passing
        75 microns (200 mesh).

20.1.3  GRAVITY CIRCUIT

        The current mill circuit includes sixteen jigs that are set up as part
        of each grinding line. The jigs are fed with a portion of the
        circulating load from the grinding circuit.

20.1.4  FLOTATION

        The flotation circuit features three stages, flash, scavenger and
        cleaner. Product from each grinding line is fed to four flash flotation
        units for gold and sulphide recovery. All flotation reagents are added
        in the flash flotation stage and include: Mercapto, MIBC and Dow froth.
        Approximately 60% of the flotation gold recovery occurs in flash
        flotation + jig circuit. The remaining 20-25 % occurs in the scavenger
        circuit.

        The scavenger units are 120 m3 WEMCO cells.

        40 % of the flotation tails are thickened to 42 % solids in two 70m
        diameter thickeners, which joins with the other 60 % at 30% solids and
        are sent to the main tailings pond.

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20.1.5  HYDROMETALLURGY PLANT

        Two separate concentrate products are sent to the hydrometallurgical
        plant, a jig concentrate and a cleaner concentrate, which cleans the
        flash flotation and scavenger flotation concentrates. All three average
        roughly 20-30 g/t gold.

        Concentrates are first reground in two parallel mills to a size of 90%
        passing 325 mesh. The concentrates are then processed in a Knelson
        concentrator in line with the regrind mills, recovering approximately
        20% of the contained gold. The Knelson concentrate is directed to a bank
        of shaking tables and then on to the smelting furnace.

        The reground sulphide concentrate is thickened to 45% solids in two 15m
        diameter thickeners prior to leaching. The thickened concentrate product
        is leached in eight, 300 m3 CIP tanks. Oxygen is injected in to the
        first tank to reduce cyanide consumption. Activated carbon is added to
        the leaching tanks (configuring a CIL circuit) to collect gold from the
        solution. Loaded carbon is produced from the first CIL tank.

        The loaded carbon is stripped in two, 3 tonne Zadra process elution
        columns at 1300 C using a caustic soda solution. Gold is precipitated
        onto steel wool by electrowinning. The carbon is reactivated in a 200
        kg/hr kiln.

20.1.6  SMELTING

        The process plant produces gold bullion using two induction furnaces.
        Typically, the bullion averages 70-80% gold content with 20-30% silver
        and minor copper and iron content.

20.2    MARKETS AND CONTRACTS

        This section is not applicable as gold production from Paracatu is sold
        on the open market at spot gold prices. There are currently no gold
        loans or gold derivative products that influence the gold price.

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                                                                            20-3
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20.3    RECLAMATION AND MINE CLOSURE

        RPM has a comprehensive and up to date closure plan including a closure
        cost estimate. The plan is based on the "Rio Tinto Health, Safety &
        Environment - Closure Planning Guidelines". The current estimate of
        closure costs is US $32 million (excludes any credits for salvage
        value).

        Currently in Brazil there are no laws requiring the posting of a
        reclamation bond. RPM is making an annual financial provision for
        closure costs, but this is an accrual only, not an actual expense.

        The planned closure of the main tailings pond proposes to mine oxide ore
        only during the last year of production. This will provide a cover for
        the pond, which will then be drained.

        The closure plan involves placing a 1-meter thickness of cover materials
        on the final pit floor, the top 0.8m being soil material.

20.4    TAXES

        The following four types of taxation apply to RPM's mining operation at
        Paracatu.

        (1) CFEM (Financial Compensation for Mineral Extraction) mining tax
        equal to 1% of net sales. It is distributed 65% to the municipality, 23%
        to the state, and 12% to the Division of Mines.

        (2) A tax on profit equal to the greater of:

        (a)     based on actual profit 34% of actual profit (25% federal and 9%
        social contribution)

        (b)     based on a presumed profit 3% of net sales (same distribution to
        federal and social contribution)

        (3) CPMF (Tax on Financial Movement) Every movement of funds between
        banks is taxed at 0.38%. This is a federal tax.

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        (4) Property taxes. RPM must pay property tax on its mining land and
        property in Paracatu. It is distributed to rural (county) and municipal
        (city) governments.



20.5    CAPITAL AND OPERATING COST ESTIMATES

        The capital and operating costs estimates for Expansion Plan III have
        been prepared by RPM staff and reviewed and modified by ECM, the
        Brazilian engineering company who completed the Expansion Plan III
        Feasibility Study. Capital and operating costs have been estimated to a
        level of accuracy of +/- 15% as per the industry accepted level of
        accuracy for a feasibility study.

        All of the major capital equipment proposed for Expansion Plan III is
        estimated based on as many as three vendor supplied quotations.

        The current economic climate, especially with regards to the pricing of
        oil and steel, combined with the devaluation of the American dollar
        represent the key areas of risk with respect to the capital and
        operating costs estimates.

        Kinross has reviewed the cost estimates and has concluded that they meet
        generally accepted industry standards for evaluating the economic
        viability of the project. Table 20.2-1 summarizes the key capital costs
        associated with Expansion Plan III.

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            TABLE 20.2-1 SUMMARY CAPITAL COSTS FOR EXPANSION PLAN III


       -------------------------------------------------------------------
                        ITEM                                    COST
                                                           ($US millions)
       -------------------------------------------------------------------
        Civil work                                         $        9.7
        Mechanical equipment (Brazil sourced)              $       17.4
        Mechanical equipment (imported)                    $       27.2
        Electrical Equipment                               $        3.9
        Instrumentation                                    $        1.7
        Structural steel materials                         $        3.3
        Platework materials                                $        1.0
        Piping materials                                   $        2.3
        Electrical materials                               $        0.9
        Strt up spares                                     $        1.1
        Erection                                           $        8.5
        Vendor Reps                                        $        0.7
        Engineering                                        $        4.8
        Construction Management                            $        7.7
        Contigency                                         $        9.1
        Pre-operational testing                            $        0.2
        Allowances                                         $        4.4
        Common distributables                              $        0.8
        Escalation                                         $        1.8
       -------------------------------------------------------------------
        SAG                                                $      106.4
       -------------------------------------------------------------------
        Owners Costs                                       $        1.8
        Environmental costs                                $        3.4
        Others                                             $        0.3
       -------------------------------------------------------------------
        TOTAL                                              $      111.9
       -------------------------------------------------------------------



20.6    ECONOMIC ANALYSIS

        Discounted cash flow analyses of Expansion Plan III have been completed
        by RPM staff showing that the project is viable and has a positive rate
        of return at gold prices greater than $300 US per ounce. The cash flows
        are based on life of mine plans prepared by RPM staff. The life of mine
        plans have been reviewed by Kinross and meet generally accepted industry
        standards.

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                                                  Paracatu Mine Technical Report

                                                                            20-6

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KINROSS [LOGO]
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        Kinross considers the financial models to be confidential and have not
        incorporated said models into the body of this report. Said financial
        models may be made available with the execution of a confidentiality
        agreement with Kinross.

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                                                  Paracatu Mine Technical Report

                                                                            20-7

<PAGE>

KINROSS [LOGO]
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21.0    REFERENCES

        Rio Paracatu Mineracao S.A., 2004: RPM Expansion Plan III Feasibility
        Study; (translated English version provided by L. Tondo, RPM)

        Rio Paracatu Mineracao S.A., 2003: RPM 2003 Resource and Reserve
        Estimate Report

        Steffen, Robertson and Kirsten (Canada) Inc.,2003: . Independent
        Technical Report for

        Morro do Ouro Mine, Brazil

        J.C. Moller, M. Batelochi, Y. Akiti, M. Sharratt, and A.L. Borges: 2001,
        The Geology and Characterization of Mineral Resources of Morro do Ouro,
        Paracatu, MG

        RPM Avaliacao dos Recursos e Reservas - 2003

        RPM Avaliacao dos Recursos e Reservas - 2002

        NCL Ingenieria y Construccion S.A., 2000: Ore Resource and Reserve
        estimation review for Mina Rio Paracatu Mineracao SA

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                                                  Paracatu Mine Technical Report

                                                                            21-1

<PAGE>

KINROSS [LOGO]
- --------------------------------------------------------------------------------

                             CERTIFICATE AND CONSENT
                    TO ACCOMPANY THE KINROSS GOLD CORPORATION
                            PARACATU TECHNICAL REPORT

        I, Wesley C. Hanson, P.Geo., residing at 391 Devonshire Terrace,
        Ancaster, ON, L9G 4R4 do hereby certify that:

    1.  I am a geologist employed by Kinross Gold Corporation, 40 King Street
        West, Toronto, Ontario, Canada, M5H 3Y2, in the capacity of Director,
        Technical Services.

    2.  I am a graduate of Mount Allison University (1982) with a B.Sc. Applied
        Science (Geology) degree and have practiced my profession continuously
        since 1982.

    3.  I am a member in good standing of the Association of Professional
        Geoscientists of Ontario, license number 1013.

    4.    I am a qualified person as defined by Canadian National Instrument
          43-101.

    5.  I supervised the overall preparation of the Paracatu Mine Technical
        Report and certify that, to the best of my professional judgment,
        qualified persons, as defined under Canadian National Instrument 43-101,
        performed the tasks completed under my supervision.

    6.  I have personally visited the mine site on several occasions in 2004.

    7.  I am not aware of any material fact or material change with respect to
        the subject matter of the technical report, which is not reflected in
        the technical report, the omission to disclose which makes the technical
        report misleading.

    8.  I have read National Instrument 43-101 and Form 43-101F1, and the
        technical report has been prepared in accordance with this instrument.

    9.  I hereby consent to the use of this report for submission to any
        Provincial regulatory authority in Canada.


        Toronto, Canada                            Wesley C. Hanson, P.Geo.,
        March 15, 2005                             Director, Technical Services,
                                                   Kinross Gold Corporation

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                                                  Paracatu Mine Technical Report

                                                                            21-2

<PAGE>

KINROSS [LOGO]
- --------------------------------------------------------------------------------

                             CERTIFICATE AND CONSENT
                    TO ACCOMPANY THE KINROSS GOLD CORPORATION
                         PARACATU MINE TECHNICAL REPORT

    1.  I, Rodney A. Cooper, P.Eng., residing at 1460 Golden Meadow Trail,
        Oakville, Ontario, Canada, L6H 3J3 do hereby certify that:

    2.  I am a mining engineer employed by Kinross Gold Corporation, 40 King
        Street West, Toronto, Ontario, Canada, M5H 3Y2, in the capacity of Vice
        President, Technical Services.

    3.  I am a graduate of Queen's University (1980) with an honours B.Sc.
        Applied Science (Mining) degree and have practiced my profession
        continuously since 1980, with the exception of a two year period in 1982
        to 1984.

    4.  I am a graduate of the University of Toronto (1984) with a master's
        degree in Business Administration (M.B.A.).

    5.  I am a member in good standing of the Professional Engineers of Ontario,
        licence number 9302506.

    6.  I am a qualified person as defined by Canadian National Instrument
        43-101.

    7.  I supervised the overall preparation of the Paracatu Mine Technical
        Report. I certify that, to the best of my professional judgment,
        qualified persons, as defined under Canadian National Instrument 43-101,
        performed the tasks completed under my supervision. I have visited the
        site several times during 2004 and 2003.

    8.  I am not aware of any material fact or material change with respect to
        the subject matter of the technical report, which is not reflected in
        the technical report, the omission to disclose which makes the technical
        report misleading.

    9.  I have read National Instrument 43-101 and Form 43-101F1, and the
        technical report has been prepared in accordance with this instrument.

        I hereby consent to the use of this report for submission to any
        Provincial regulatory authority in Canada.



        Toronto, Canada                      Rodney A. Cooper, P.Eng.,
        March 15, 2005                       Vice President, Technical Services,
                                             Kinross Gold Corporation

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                                                  Paracatu Mine Technical Report

                                                                            21-3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>6
<FILENAME>tex99_5-5206.txt
<DESCRIPTION>EX-99.5
<TEXT>
<PAGE>

                               CONSENT OF EXPERTS



I hereby consent to the filing of that certain Paracatu Project Technical Report
dated March 15, 2005, including the identification of me as expert, under cover
of Form 6-K with the Securities and Exchange Commission and the incorporation by
reference of that report and information into Kinross Gold Corporation's
registration statements on Form S-8, Registration Nos. 333-05776, 033-93926,
033-82450, 333-08936, 333-09004, 333-12662, 333-13744, and 333-13742.

By:      /Wesley Hanson/
         Wesley Hanson, P.Geo.
Title:   Director, Technical Services

Date:    March 15, 2005.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>7
<FILENAME>tex99_6-5206.txt
<DESCRIPTION>EX-99.6
<TEXT>
<PAGE>

                               CONSENT OF EXPERTS



I hereby consent to the filing of that certain Paracatu Project Technical Report
dated March 15, 2005, including the identification of me as expert, under cover
of Form 6-K with the Securities and Exchange Commission and the incorporation by
reference of that report and information into Kinross Gold Corporation's
registration statements on Form S-8, Registration Nos. 333-05776, 033-93926,
033-82450, 333-08936, 333-09004, 333-12662, 333-13744, and 333-13742.

By:      /Rodney A. Cooper/
         Rodney A. Cooper
Title:   Vice President, Technical Services

Date:    March 15, 2005.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
