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<SEC-DOCUMENT>0001188112-05-000619.txt : 20050401
<SEC-HEADER>0001188112-05-000619.hdr.sgml : 20050401
<ACCEPTANCE-DATETIME>20050401145608
ACCESSION NUMBER:		0001188112-05-000619
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20050430
FILED AS OF DATE:		20050401
DATE AS OF CHANGE:		20050401

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:		05724995

	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>
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<SEQUENCE>1
<FILENAME>t6k-5607.txt
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<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 April, 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 Share Incentive Plan, Restricted Share Plan, Deferred
Share Unit Plan, the Warrant Indenture dated December 5, 2002 between the
Company and Computershare Trust Company of Canada and the press release
announcing the resignation of Robert M. Buchan as a director of the Company.

                                      INDEX





                                Table of Contents



SIGNATURES
EXHIBIT INDEX
99.1    Kinross Gold Corporation - Share Incentive Plan
99.2    Kinross Gold Corporation - Restricted Share Plan
99.3    Kinross Gold Corporation - Deferred Share Plan
99.4    Warrant Indenture dated December 5, 2002.
99.5    Press Release dated March 31, 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





April 1, 2005.
</TEXT>
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<DOCUMENT>
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<SEQUENCE>2
<FILENAME>tex99_1-5607.txt
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<TEXT>
<PAGE>

                            KINROSS GOLD CORPORATION

                              SHARE INCENTIVE PLAN

                                  MAY 4, 1995,
                           AMENDED AS OF MAY 8, 1996,
                FURTHER AMENDED AS OF MAY 1, 1997, MAY 28, 1998,
 MAY 1, 2000, JULY 28, 2000, FEBRUARY 15, 2001, JANUARY 31, 2003, JANUARY 1,
                      2004, FEBRUARY 28, 2004 AND MAY 10, 2004.

                                   ARTICLE ONE

                         DEFINITIONS AND INTERPRETATION

Section 1.01    DEFINITIONS: For purposes of the Plan, unless such word or term
is otherwise defined herein or the context in which such word or term is used
herein otherwise requires, the following words and terms with the initial letter
or letters thereof capitalized shall have the following meanings:

        (a)     "Act" means the BUSINESS CORPORATIONS ACT (Ontario) or its
                successor, as amended from time to time;

        (b)     "Aggregate Contribution" means the aggregate of a Participant's
                Contribution and the related Corporation's Contribution;

        (c)     "Associate" where used to indicate a relationship with any
                person or company means: (i) any company of which such person or
                company beneficially owns, directly or indirectly, voting
                securities carrying more than 10 per cent of the voting rights
                attached to all voting securities of the company for the time
                being outstanding; (ii) any partner of that person or company;
                (iii) any trust or estate in which such person or company has a
                substantial beneficial interest or as to which such person or
                company serves as trustee or in a similar capacity; (iv) any
                relative of that person who resides in the same home as that
                person; (v) any person who resides in the same home as that
                person and to whom that person is married, or any person of the
                opposite sex or the same sex who resides in the same home as
                that person and with whom that person is living in a conjugal
                relationship outside marriage; or (vi) any relative of a person
                mentioned in clause (v) who has the same home as that person;

        (d)     "Basic Annual Salary" means the basic annual remuneration of a
                Participant from the Corporation and its Designated Affiliates
                exclusive of any overtime pay, bonuses or allowances of any kind
                whatsoever; provided, however, that for any Participant who is
                regularly scheduled to work a 12-hour shift, overtime pay shall
                be included in Basic Annual Salary, but only for the number of
                overtime hours worked in any two week period that, when added to
                the number of regular hours worked during the same period, will
                equal no more than 80 total hours for such period;
<PAGE>

        (e)     "Change of Control" means the occurrence of any one or more of
                the following events:

                (i)     a consolidation, merger, amalgamation, arrangement or
                        other reorganization or acquisition involving the
                        Corporation or any of its affiliates (as such term is
                        defined in the Act) and another corporation or other
                        entity, as a result of which the holders of common
                        shares of the Corporation prior to the completion of the
                        transaction hold less than 50% of the outstanding common
                        shares of the successor corporation after completion of
                        the transaction;

                (ii)    the sale, lease, exchange or other disposition, in a
                        single transaction or a series of related transactions,
                        of assets, rights or properties of the Corporation
                        and/or any of its subsidiaries which have an aggregate
                        book value greater than 30% of the book value of the
                        assets, rights and properties of the Corporation and its
                        subsidiaries on a consolidated basis to any other person
                        or entity, other than a disposition to a wholly-owned
                        subsidiary of the Corporation in the course of a
                        reorganization of the assets of the Corporation and its
                        subsidiaries;

                (iii)   a resolution is adopted to wind-up, dissolve or
                        liquidate the Corporation;

                (iv)    any person, entity or group of persons or entities
                        acting jointly or in concert (an "Acquiror") acquires or
                        acquires control (including, without limitation, the
                        right to vote or direct the voting) of Voting Securities
                        of the Corporation which, when added to the Voting
                        Securities owned of record or beneficially by the
                        Acquiror or which the Acquiror has the right to vote or
                        in respect of which the Acquiror has the right to direct
                        the voting, would entitle the Acquiror and/or associates
                        and/or affiliates of the Acquiror (as such terms are
                        defined in the Act) to cast or to direct the casting of
                        20% or more of the votes attached to all of the
                        Corporation's outstanding Voting Securities which may be
                        cast to elect directors of the Corporation or the
                        successor corporation (regardless of whether a meeting
                        has been called to elect directors);

                (v)     as a result of or in connection with: (A) a contested
                        election of directors, or; (B) a consolidation, merger,
                        amalgamation, arrangement or other reorganization or
                        acquisitions involving the Corporation or any of its
                        affiliates and another corporation or other entity, the
                        nominees named in the most recent Management Information
                        Circular of the Corporation for election to the Board of
                        Directors shall not constitute a majority of the Board
                        of Directors; or

                (vi)    the Board adopts a resolution to the effect that a
                        Change of Control as defined herein has occurred or is
                        imminent.

                                       -2-
<PAGE>

                For the purposes of the foregoing "Voting Securities" means
                common shares of the Corporation and any other shares entitled
                to vote for the election of directors and shall include any
                security, whether or not issued by the Corporation, which are
                not shares entitled to vote for the election of directors but
                are convertible into or exchangeable for shares which are
                entitled to vote for the election of directors including any
                options or rights to purchase such shares or securities.

        (f)     "Committee" means the Directors or if the Directors so determine
                in accordance with Section 2.03 of the Plan, the committee of
                the Directors authorized to administer the Plan which includes
                any compensation committee of the board;

        (g)     "Common Shares" means the common shares of the Corporation, as
                adjusted in accordance with the provisions of Article Six of the
                Plan;

        (h)     "Corporation" means Kinross Gold Corporation, a corporation
                incorporated under the Act;

        (i)     "Corporation's Contribution" means the amount the Corporation
                credits a Participant under Section 3.04;

        (j)     "Current Market Value" means the weighted average closing prices
                of the Common Shares for U.S. residents on the NYSE and for
                non-United States residents on the TSE for the twenty (20)
                consecutive trading days prior to the date on which Current
                Market Value is determined and if the Common Shares are not
                trading on the NYSE, then Current Market Value for U.S.
                residents shall have the same meaning as ascribed herein for
                non-United States residents, and if the Common Shares are not
                then listed and posting for trading on the TSE, then the Current
                Market Price shall be determined based on the trading price on
                such stock exchange or over-the-counter market in Canada on
                which the Common Shares are listed and posted for trading as may
                be selected for such purpose by the Committee. In the event that
                the Common Shares are not listed and posted for trading on any
                stock exchange or over-the-counter market, the Current Market
                Value shall be the fair market value of such Common Shares as
                determined by the Committee in its sole discretion.

        (k)     "Designated Affiliate" means the affiliates of the Corporation
                designated by the Committee for purposes of the Plan from time
                to time;

        (l)     "Directors" means the board of directors of the Corporation from
                time to time;

        (m)     "Eligible Contractors" means individuals, other than Eligible
                Employees that (i) are engaged to provide on a BONA FIDE basis
                consulting, technical, management or other services to the
                Corporation or any Designated Affiliates under a written
                contract between the Corporation or the Designated Affiliate and
                the individual or a company which the individual consultant is
                an employee and (ii) in the reasonable opinion of the
                Corporation, spend or will spend a significant amount

                                       -3-
<PAGE>

                of time and attention on the affairs and business of the
                Corporation or a Designated Affiliate;

        (n)     "Eligible Employees" means employees, including officers,
                whether Directors or not, and including both full-time and
                part-time employees, of the Corporation or any Designated
                Affiliate of the Corporation;

        (o)     "Employment Contract" means any contract between the Corporation
                or any Designated Affiliate of the Corporation and any Eligible
                Employee relating to, or entered into in connection with, the
                employment of the Eligible Employee;

        (p)     "Holding Period" means a period of six months or such longer
                period as may be required by law or the Stock Exchanges or any
                regulatory authority having jurisdiction over the securities of
                the Corporation;

        (q)     "Insider" shall have the meaning ascribed thereto in the
                SECURITIES ACT (Ontario) other than a person who is an Insider
                solely by virtue of being a or senior officer of a subsidiary of
                the Corporation and any associate of an Insider;

        (r)     "ISO" means an incentive stock option described in Section
                422A(b) of the United States Internal Revenue Code;

        (s)     "NSO" means an employee stock option not described in Sections
                422 through 424 of the United States Internal Revenue Code;

        (t)     "NYSE" means the New York Stock Exchange;

        (u)     "Option" means an option to purchase Common Shares granted
                pursuant to, or governed by, the Share Option Plan;

        (v)     "Optionee" means a Participant to whom an Option has been
                granted pursuant to the Share Option Plan;

        (w)     "Option Period" means the period of time during which the
                particular Option may be exercised;

        (x)     "Participant" for the Share Purchase Plan means each Eligible
                Employee and for the Share Option Plan means each Eligible
                Contractor and Eligible Employee to whom Options are granted;

        (y)     "Participant's Contribution" means the amount a Participant
                elects to contribute to the Share Purchase Plan under Paragraphs
                3.03(a) or (b);

        (z)     "Plan" means this share incentive plan which, collectively,
                includes the Share Purchase Plan and the Share Option Plan;

                                       -4-
<PAGE>

        (aa)    "Retirement" in respect of a Participant means the Participant
                ceasing to be an Eligible Employee or Eligible Contractor after
                attaining a stipulated age in accordance with the Corporation's
                normal retirement policy or earlier with the Corporation's
                consent;

        (bb)    "Retirement Date" means the date that a Participant ceases to be
                an Eligible Employee or Eligible Contractor;

        (cc)    "Share Option Plan" means the share option plan described in
                Article Four hereof;

        (dd)    "Share Purchase Plan" means the share purchase plan described in
                Article Three hereof;

        (ee)    "Stock Exchanges" means collectively, the TSE and the NYSE;

        (ff)    "Termination" means: (i) in the case of an Eligible Employee,
                the termination of the employment of the Eligible Employee with
                or without cause by the Corporation or a Designated Affiliate or
                cessation of employment of the Eligible Employee with the
                Corporation or a Designated Affiliate as a result of resignation
                or otherwise other than the Retirement of the Eligible Employee;
                (ii) in the case of an Eligible Contractor, the termination of
                the services of the Eligible Contractor by the Corporation or a
                Designated Affiliate; and

        (gg)    "TSE" means The Toronto Stock Exchange.

Section 1.02    SECURITIES DEFINITIONS: In the Plan, the terms "affiliate",
"subsidiary" and "insider" shall have the meanings given to such terms in the
SECURITIES ACT (Ontario).

Section 1.03    HEADINGS: The headings of all articles, Sections, and paragraphs
in the Plan are inserted for convenience of reference only and shall not affect
the construction or interpretation of the Plan.

Section 1.04    CONTEXT, CONSTRUCTION: Whenever the singular or masculine are
used in the Plan, the same shall be construed as being the plural or feminine or
neuter or vice versa where the context so requires.

Section 1.05    REFERENCES TO THIS PLAN: The words "hereto", "herein", "hereby",
"hereunder", "hereof" and similar expressions mean or refer to the Plan as a
whole and not to any particular article, Section, paragraph or other part
hereof.

Section 1.06    CANADIAN FUNDS: Unless otherwise specifically provided, all
references to dollar amounts in the Plan are references to lawful money of
Canada.

                                       -5-
<PAGE>

                                   ARTICLE TWO

                     PURPOSE AND ADMINISTRATION OF THE PLAN

Section 2.01    PURPOSE OF THE PLAN: The Plan provides for the acquisition of
Common Shares by Participants for the purpose of advancing the interests of the
Corporation through the motivation, attraction and retention of employees
officers and consultants of the Corporation and the Designated Affiliates of the
Corporation and to secure for the Corporation and the shareholders of the
Corporation the benefits inherent in the ownership of Common Shares by key
employees and consultants of the Corporation and Designated Affiliates of the
Corporation, it being generally recognized that share incentive plans aid in
attracting, retaining and encouraging employees and consultants due to the
opportunity offered to them to acquire a proprietary interest in the
Corporation.

Section 2.02    ADMINISTRATION OF THE PLAN: The Plan shall be administered by
the Committee and the Committee shall have full authority to administer the Plan
including the authority to interpret and construe any provision of the Plan and
to adopt, amend and rescind such rules and regulations for administering the
Plan as the Committee may deem necessary in order to comply with the
requirements of the Plan. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and conclusive
and shall be binding on the Participants and the Corporation. No member of the
Committee shall be personally liable for any action taken or determination or
interpretation made in good faith in connection with the Plan and all members of
the Committee shall, in addition to their rights as Directors, be fully
protected, indemnified and held harmless by the Corporation with respect to any
such action taken or determination or interpretation made. The appropriate
officers of the Corporation are hereby authorized and empowered to do all things
and execute and deliver all instruments, undertakings and applications and
writings as they, in their absolute discretion, consider necessary for the
implementation of the Plan and of the rules and regulations established for
administering the Plan. All costs incurred in connection with the Plan shall be
for the account of the Corporation.

Section 2.03    DELEGATION TO COMMITTEE: All of the powers exercisable hereunder
by the Directors may, to the extent permitted by applicable law and as
determined by resolution of the Directors, be exercised by a committee of the
Directors comprised of not less than three (3) Directors, including any
compensation committee of the board of directors of the Corporation.

Section 2.04    RECORD KEEPING: The Corporation shall maintain a register in
which shall be recorded:

        (a)     the name and address of each Optionee;

        (b)     the number of Common Shares subject to Options granted to each
                Optionee;

        (c)     the aggregate number of Common Shares subject to Options;

        (d)     the name and address of each Participant in the Share Purchase
                Plan;

                                       -6-
<PAGE>

        (e)     any Participant's Contributions and Corporation's Contributions;
                and

        (f)     the number of Common Shares held in safekeeping for the account
                of a Participant.

Section 2.05    DETERMINATION OF PARTICIPANTS AND PARTICIPATION: The Committee
shall from time to time determine the Participants who may participate in the
Share Purchase Plan and the Share Option Plan. The Committee shall from time to
time determine the Participants to whom Options shall be granted, the number of
Common Shares to be made subject to and the expiry date of each Option granted
to each Participant and the other terms of each Option granted to each
Participant and the provisions and restrictions with respect to such grant(s),
all such determinations to be made in accordance with the terms and conditions
of the Plan, and the Committee may take into consideration the present and
potential contributions of and the services rendered by the particular
Participant to the success of the Corporation and any other factors which the
Committee deems appropriate and relevant.

Section 2.06    MAXIMUM NUMBER OF SHARES: The maximum number of Common Shares
made available for the Plan is 9,833,333 which shall be allocated as follows:

        (a)     Share Purchase Plan: The maximum number of Common Shares made
                available for the Share Purchase Plan shall be determined from
                time to time by the Committee but, in any case, shall not exceed
                2,666,666 Common Shares in the aggregate.

        (b)     Share Option Plan: The maximum number of Common Shares made
                available for the Share Option Plan shall be determined from
                time to time by the Committee but, in any case, shall not exceed
                7,166,667 Common Shares in the aggregate.

        (c)     The aggregate number of Common Shares reserved for issuance
                pursuant to Options granted to Insiders, at any one time upon
                the exercise of Options shall not exceed 10% of the total number
                of Common Shares then outstanding. The aggregate number of
                Common Shares issuable to Insiders pursuant to Options, with a
                one-year period, shall not exceed 10% of the total number of
                Common Shares then outstanding. The aggregate number of Common
                Shares issuable to any one Insider and such Insider's Associates
                pursuant to Options, with a one-year period, shall not exceed 5%
                of the total number of Common Shares then outstanding. The
                aggregate number of Common Shares reserved for issuance to any
                one person upon the exercise of Options shall not exceed 5% of
                the total number of Common Shares then outstanding. For purposes
                of this Section 2.06, the number of Common Shares then
                outstanding shall mean the number of Common Shares outstanding
                on a non-diluted basis immediately prior to the proposed grant
                of the applicable Option or issue of Common Shares pursuant to
                the Share Purchase Plan, as the case may be.

                                       -7-
<PAGE>

                                  ARTICLE THREE

                               SHARE PURCHASE PLAN

Section 3.01    THE SHARE PURCHASE PLAN: A Share Purchase Plan is hereby
established for Eligible Employees.

Section 3.02    PARTICIPANTS: Participants entitled to participate in the Share
Purchase Plan shall be Eligible Employees who have been providing services to
the Corporation or any Designated Affiliates for at least 6 consecutive months.
The Committee, shall have the right, in its absolute discretion, to waive such 6
month period or to determine that the Share Purchase Plan does not apply to any
Eligible Employee.

Section 3.03    ELECTION TO PARTICIPATE IN SHARE PURCHASE PLAN AND PARTICIPANT'S
CONTRIBUTION:

        (a)     Any Participant may elect to contribute money to the Share
                Purchase Plan in any calendar year if the Participant, prior to
                the end of the immediately preceding calendar year, delivers to
                the Corporation a written direction in form and substance
                satisfactory to the Corporation authorizing the Corporation to
                deduct from the remuneration of the Participant the
                Participant's Contribution in equal instalments.

        (b)     If, on December 31 of any year, a Participant has not been
                continuously providing service to the Corporation or any of its
                Designated Affiliates for at least 6 consecutive months (unless
                such 6-month requirement is waived by the Committee), then, in
                the calendar quarter during which such Participant reaches six
                consecutive months of service, such Participant may elect to
                make a Participant's Contribution with respect to the balance of
                that calendar year, commencing at the beginning of the next
                calendar quarter, by delivering to the Corporation the written
                direction referred to above.

        (c)     The Participant's Contribution shall be a minimum of $50.00 a
                month (Canadian or United States) depending on the residence of
                Participants but in no event shall the Participant's
                Contribution exceed 10% (unless otherwise specified by the
                Committee), before deductions, of the Participant's Basic Annual
                Salary; provided that, in the event of any employee electing to
                make a Participant's Contribution for less than a full year in
                accordance with paragraph (b) above, his or her Basic Annual
                Salary shall be pro-rated for the balance of that calendar year.

        (d)     No adjustment shall be made to the Participant's Contribution
                until the next succeeding calendar year, and then only if a new
                written direction shall have been delivered to the Corporation
                for such calendar year. The Participant's Contribution shall be
                held by the Corporation in trust for the purposes of the Share
                Purchase Plan.

                                       -8-
<PAGE>

Section 3.04    CORPORATION'S CONTRIBUTION: Immediately prior to the date any
Common Shares are issued to a Participant in accordance with Section 3.06, the
Corporation will credit the Participant with and thereafter hold in trust for
the Participant an amount equal to 50% of the Participant's Contribution then
held in trust by the Corporation.

Section 3.05    AGGREGATE CONTRIBUTION: The Corporation shall not be required to
segregate the Aggregate Contribution from its own corporate funds or to pay
interest thereon.

Section 3.06    ISSUE OF SHARES:

        (a)     As soon as practicable following March 31, June 30, September 30
                and December 31 in each calendar year the Corporation shall
                issue for the account of each Participant fully paid and
                non-assessable Common Shares equal in value to the Aggregate
                Contribution held in trust as of such date by the Corporation
                converted into Common Shares at the Current Market Value of the
                Common Shares on the end of the applicable calendar quarter. If
                such conversion would otherwise result in the issue for the
                account of a Participant of a fraction of a Common Share, the
                Corporation will issue only such whole Common Shares as are
                issuable.

        (b)     The Corporation shall hold any unused balance of the Aggregate
                Contribution in trust for an Eligible Employee or Other
                Participant until used in accordance with the Share Purchase
                Plan.

Section 3.07    SAFEKEEPING AND DELIVERY OF SHARES:

        (a)     All Common Shares held by the Corporation pursuant to this
                Subsection 3.07(a) shall be registered in the name of the
                Corporation or its nominee and shall be held by the Corporation
                or its nominee, in trust, for the benefit of the Participant
                until title thereto vests in the Participant pursuant to this
                Section 3.07. All Common Shares issued for the account of a
                Participant in accordance with Section 3.06 will be held in
                safekeeping by the Corporation and will be delivered (registered
                in the name of the Participant), subject as provided in the
                Share Purchase Plan, to such Participant upon the expiry of the
                Holding Period from the date of issue of such Common Shares. If
                the Corporation receives, on behalf of a Participant in respect
                of any Common Shares so held:

                        (i)     cash dividends;

                        (ii)    options or rights to purchase additional
                                securities of the Corporation or any other
                                corporation;

                        (iii)   any notice of meeting, proxy statement and proxy
                                for any meeting of holders of Common Shares of
                                the Corporation; or

                                       -9-
<PAGE>

                        (iv)    other or additional Common Shares or other
                                securities (by way of dividend or otherwise);

                then the Corporation shall forward to such Participant, at his
                or her last address according to the register maintained under
                Section 2.04, any of the items listed in Subparagraph 3.07
                (a)(i), (ii) and (iii); and shall hold in safekeeping any
                additional securities referred to in Subparagraph 3.07(a)(iv)
                and shall deliver such securities to the Participant with
                delivery of the Common Shares in respect of which such
                additional securities were issued.

        (b)     Any Common Shares held for the account of a Participant in
                safekeeping by the Corporation will be distributed to a
                Participant or the estate of the Participant, prior to the
                expiry of the applicable Holding Period only upon:

                        (i)     the date of the commencement of the
                                Participant's Retirement in accordance with the
                                Corporation's normal policy regarding
                                Retirement;

                        (ii)    the date of the commencement of the total
                                disability of the Participant's determined in
                                accordance with the Corporation's normal
                                disability policy; or

                        (iii)   the date of death of the Participant.

        (c)     If there is a Change of Control, then any Common Shares held in
                trust for a Participant shall be immediately deliverable to the
                Participant. In addition, the Corporation's Contribution shall
                immediately be made and the Common Shares shall be issued for
                the then Aggregate Contribution based on the Current Market
                Value of the Common Shares on the date of the Change of Control
                prior to the completion of the transaction which results in the
                Change of Control.

Section 3.08    TERMINATION: In the event of the Termination of a Participant:

        (a)     the Participant shall automatically cease to be entitled to
                participate in the Share Purchase Plan;

        (b)     any portion of the Participant's Contribution then held in trust
                for the Participant shall be paid to the Participant or the
                estate of the Participant;

        (c)     any portion of the Corporation's Contribution then held in trust
                for the Participant shall be paid to the Corporation;

        (d)     any Common Shares then held in safekeeping for a Participant
                pursuant to Subsection 3.07(a) shall, subject to Subsection
                3.07(b) in the case of Retirement, disability or death, and
                subject to the provisions of the Act, be released to the
                Participant upon the expiry of the Holding Period, or purchased
                for cancellation

                                      -10-
<PAGE>

                by the Corporation at an amount equal to the Participant's
                Contribution and such proceeds shall be paid to the Participant;
                and

        (e)     this Section 3.08 is subject to any Employment Agreement or any
                other agreement to which the Corporation or its Designated
                Affiliate is a party with respect to the rights of such
                Participant upon Termination or Change in Control.

Section 3.09    ELECTION TO WITHDRAW FROM SHARE PURCHASE PLAN: Any Participant
may at any time elect to withdraw from the Share Purchase Plan. In order to
withdraw the Participant must give at least two weeks' notice to the Corporation
in writing in form and substance satisfactory to the Corporation directing the
Corporation to cease deducting from the Participant's remuneration the
Participant's Contribution. Deductions will cease to be made commencing with the
first pay date following expiry of the two week notice. The Participant's
Contribution will continue to be held in trust. On the next following date for
making the Corporation's Contribution the Corporation will credit the
Participant with the pro rata amount of the Corporation's Contribution,
calculated in accordance with Section 3.04. The issuance and delivery of Common
Shares will not be accelerated by such withdrawal but will occur on the date on
which such Common Shares would otherwise have been issued in accordance with
Section 3.06 and delivered to the Participant in accordance with Section 3.07
had the Participant not elected to withdraw from the Share Purchase Plan.

Section 3.10    NECESSARY APPROVALS: The obligation of the Corporation to issue
and deliver any Common Shares in accordance with the Share Purchase Plan shall
be subject to any necessary approval of any stock exchange or regulatory
authority having jurisdiction over the securities of the Corporation. If any
Common Shares cannot be issued to any Participant for whatever reason, the
obligation of the Corporation to issue such Common Shares shall terminate and
any Participant's Contribution held in trust for a Participant shall be returned
to the Participant without interest.

                                  ARTICLE FOUR

                                SHARE OPTION PLAN

Section 4.01    THE SHARE OPTION PLAN AND PARTICIPANTS: A Share Option Plan is
hereby established for Eligible Employees and Eligible Contractors. An Option
issued under the Share Option Plan may be an ISO or a NSO.

Section 4.02    TEN-PERCENT SHAREHOLDERS: An Eligible Employee or an Eligible
Contractor who owns shares representing more than 10% of the total combined
voting power of all classes of outstanding shares of the Corporation or any of
its subsidiaries shall not be eligible for the grant of an ISO unless (a) the
Exercise Price under such ISO is at least 110% of the Current Market Value of a
Common Share on the date of grant and (b) such ISO by its terms is not
exercisable after the expiration of five years from the date of grant.

Section 4.03    STOCK OPTION AGREEMENT: Each grant of an Option under the Share
Option Plan shall be evidenced by a Share Option Agreement between the
Participant and the Corporation.

                                      -11-
<PAGE>

Such Option shall be subject to all applicable terms and conditions of the Share
Option Plan and may be subject to any other terms and conditions which are not
inconsistent with the Share Option Plan and which the Committee deems
appropriate for inclusion in a Share Option Agreement. The provisions of the
various Share Option Agreements entered into under the Share Option Plan need
not be identical. The Committee may designate all or any part of an Option as an
ISO.

Section 4.04    EXERCISE PRICE: The price per share at which any Common Share
which is the subject of an Option may be purchased shall be determined by the
Committee at the time the Option is granted, provided that such price shall be
not less than the price of the Common Shares on the TSE on the last trading day
immediately preceding the date of grant of such Option.

Section 4.05    TERM OF OPTION: The Option Period for each Option shall be such
period of time as shall be determined by the Committee, subject to any
Employment Contract, provided that no Option Period shall exceed 5 years.

Section 4.06    LAPSED OPTIONS: If Options granted under the Share Option Plan
are surrendered, terminate or expire without being exercised in whole or in
part, new Options may be granted covering the Common Shares not purchased under
such lapsed Options.

Section 4.07    EXERCISE OF OPTIONS: The Committee shall determine when any
Option will become exercisable and may determine that the Option will be
exercisable immediately or in installments during an Option Period or otherwise,
and the exercise of the Options under this Section 4.07 shall be in accordance
with this Plan.

Section 4.08    ELIGIBLE PARTICIPANTS ON EXERCISE: An Option may be exercised by
the Optionee in whole at any time, or in part from time to time, in accordance
with Section 4.07, provided however that, except as otherwise specifically
provided in Section 4.11 or Section 4.12 hereof or in any Employment Contract,
no Option may be exercised unless the Optionee at the time of exercise thereof
is in the case of an Eligible Employee, an officer of the Corporation or a
Designated Affiliate or in the employment of the Corporation or a Designated
Affiliate and has been continuously an officer or so employed since the date of
grant of such Option, or in the case of an Eligible Contractor provided
services, provided however that a leave of absence with the approval of the
Corporation or such Designated Affiliate shall not be considered an interruption
of employment for purposes of the Plan.

Section 4.09    PAYMENT OF EXERCISE PRICE: The issue of Common Shares on
exercise of any Option shall be contingent upon receipt by the Corporation of
payment of the aggregate purchase price for the Common Shares in respect of
which the Option has been exercised by cash or certified cheque delivered to the
registered office of the Corporation together with a validly completed notice of
exercise or by any other means as approved by the Committee. No Optionee or
legal representative, legatee or distributee of any Optionee will be, or will be
deemed to be, a holder of any Common Shares with respect to which such Optionee
was granted an Option, unless and until certificates for such Common Shares are
issued to such Optionee, or them, under the terms of the Plan. Subject to
Sections 4.12 and 6.01 hereof, upon an Optionee exercising an Option and paying
the Corporation the aggregate purchase price for the Common Shares in

                                      -12-
<PAGE>

respect of which the Option has been exercised, the Corporation shall as soon as
practicable issue and deliver a certificate representing the Common Shares so
purchased. The exercise of any Option will be contingent upon receipt by the
Corporation of cash payment of the full purchase price of the Common Shares
which are the subject of the exercised Option.

No Participant or his or her legal representatives, legatees or distributees
will be, or will be deemed to be, a holder of any Common Shares with respect to
which he or she was granted an Option under this Plan, unless and until
certificates for such Common Shares are issued to him or her, or them, under the
terms of the Plan.

Section 4.10    ACCELERATION ON CHANGE OF CONTROL: In the event of a Change of
Control, all Options outstanding shall be immediately exercisable,
notwithstanding any determination of the Committee pursuant to Section 4.07
hereof, if applicable.

Section 4.11    DEATH OF PARTICIPANT: If a Participant dies while an Optionee,
any Option held by such Optionee at the date of death shall become immediately
exercisable notwithstanding any determination of the Committee pursuant to
Section 4.07 hereof, if applicable, and shall be exercisable in whole or in part
only by the person or persons to whom the rights of the Optionee under the
Option shall pass by the will of the Optionee or the laws of descent and
distribution for a period of twelve months after the date of death of the
Optionee or prior to the expiration of the Option Period in respect of the
Option.

Section 4.12    EFFECT OF RETIREMENT OR TERMINATION: In the event of the
Retirement or Termination of a Participant, such Participant may, but only
within sixty (60) days immediately following such Retirement or Termination,
exercise his or her Options to the extent that such Participant was entitled to
exercise such Options at the date of such Retirement or Termination.
Notwithstanding the foregoing, in the event of the Retirement or Termination of
a Participant, the Committee may determine when any Option shall become
exercisable or otherwise, notwithstanding Section 4.07 of the Plan. This Section
4.12 is subject to any Employment Agreement or any other agreement to which the
Corporation or its Designated Affiliates is a party with respect to the rights
of such Participant upon Retirement or Termination or Change in Control.

Section 4.13    NECESSARY APPROVALS: The obligation of the Corporation to issue
and deliver any Common Shares in accordance with the Share Option Plan shall be
subject to any necessary approval of any stock exchange or regulatory authority
having jurisdiction over the securities of the Corporation. If any Common Shares
cannot be issued to any Participant for whatever reason, the obligation of the
Corporation to issue such Common Shares shall terminate and any Option exercise
price paid to the Corporation shall be returned to the Participant.

Section 4.14    TERM OF THE SHARE OPTION PLAN: The Share Option Plan, as set
forth herein, shall become effective on May 4, 1995. The Share Option Plan shall
remain in effect until it is terminated by the Board of Directors, except that
no ISOs shall be granted after May 3, 2014.

                                      -13-
<PAGE>

                                  ARTICLE FIVE

                      WITHHOLDING TAXES AND SECURITIES LAWS
                         OF THE UNITED STATES OF AMERICA

Section 5.01    WITHHOLDING TAXES: The Corporation or any Designated Affiliate
of the Corporation may take such steps as are considered necessary or
appropriate for the withholding of any taxes which the Corporation or any
Designated Affiliate of the Corporation is required by any law or regulation of
any governmental authority whatsoever to withhold in connection with any Option
or Common Share including, without limiting the generality of the foregoing, the
withholding of all or any portion of any payment or the withholding of the issue
of Common Shares to be issued upon the exercise of any Option, until such time
as the Participant has paid the Corporation or any Designated Affiliate of the
Corporation for any amount which the Corporation or Designated Affiliate of the
Corporation is required to withhold with respect to such taxes.

                                   ARTICLE SIX

                                     GENERAL

Section 6.01    EFFECTIVE TIME OF PLAN: The Plan shall become effective upon a
date to be determined by the board of directors.

Section 6.02    AMENDMENT OF PLAN: The Committee may from time to time in the
absolute discretion of the Committee amend, modify and change the provisions of
the Plan or any Options granted pursuant to the Plan, provided that any
amendment, modification or change to the provisions of the Plan or any Options
granted pursuant to the Plan which would:

        (a)     materially increase the benefits under the Plan or any Options
                granted pursuant to the Plan;

        (b)     increase the number of Common Shares, other than by virtue of
                Sections 6.06, 6.07 and 6.08 of the Plan, which may be issued
                pursuant to the Plan;

        (c)     materially modify the requirements as to eligibility for
                participation in the Plan; or

        (d)     amend, modify or change Section 4.07 of the Plan.

shall only be effective upon such amendment, modification or change being
approved by the shareholders of the Corporation if required by the Stock
Exchanges and any other regulatory authority having jurisdiction over the
securities of the Corporation. Any amendment, modification or change of any
provision of the Plan or any Options granted pursuant to the Plan shall be
subject to approval, if required, by any regulatory authority having
jurisdiction over the securities of the Corporation.

                                      -14-
<PAGE>

Section 6.03    NON-ASSIGNABLE: Except as otherwise may be expressly provided
for under this Plan or pursuant to a will or by the laws of descent and
distribution, no right or interest of a Participant is assignable or
transferable.

Section 6.04    RIGHTS AS A SHAREHOLDER: No Optionee shall have any rights as a
shareholder of the Corporation with respect to any Common Shares which are the
subject of an Option. No Optionee shall be entitled to receive, and no
adjustment shall be made for, any dividends, distributions or other rights
declared for shareholders of the Corporation for which the record date is prior
to the date of exercise of any Option.

Section 6.05    NO CONTRACT OF EMPLOYMENT: Nothing contained in the Plan shall
confer or be deemed to confer upon any Participant the right to continue in the
employment of, or to provide services to, the Corporation or any Designated
Affiliate nor interfere or be deemed to interfere in any way with any right of
the Corporation or any Designated Affiliate to discharge any Participant at any
time for any reason whatsoever, with or without cause. Participation in any of
the Plans by a Participant shall be voluntary.

Section 6.06    CHANGE OF CONTROL: In the event of a Change of Control:

        (a)     each Participant for whom Common Shares are held in safekeeping
                under the Share Purchase Plan shall receive on the date that
                Common Shares would otherwise be delivered to the Participant
                the securities, property or cash to which the Participant would
                have received upon such Change of Control if the Participant had
                held the Common Shares immediately prior to such Change of
                Control; and

        (b)     upon the exercise of an Option under the Share Option Plan, the
                holder thereof shall be entitled to receive the securities,
                property or cash which the holder would have received upon such
                Change of Control if the holder had exercised the Option
                immediately prior to such Change of Control, unless the
                Directors otherwise determine the basis upon which such Option
                shall be exercisable; and

Section 6.07    ADJUSTMENT IN NUMBER OF SHARES SUBJECT TO THE PLAN: In the event
there is any change in the Common Shares, whether by reason of a stock dividend,
consolidation, subdivision, reclassification or otherwise, an appropriate
adjustment shall be made by the Committee in:

        (a)     the number of Common Shares available under the Plan;

        (b)     the number of Common Shares subject to any Option; and

        (c)     the exercise price of the Common Shares subject to Options.

If the foregoing adjustment shall result in a fractional Common Share, the
fraction shall be disregarded. All such adjustments shall be conclusive, final
and binding for all purposes of the Plan.

                                      -15-
<PAGE>

Section 6.08    SECURITIES EXCHANGE TAKE-OVER BID: In the event that the
Corporation becomes the subject of a take-over bid (within the meaning of the
SECURITIES ACT (Ontario)) pursuant to which 100% of the issued and outstanding
Common Shares are acquired by the offeror either directly or as a result of the
compulsory acquisition provisions of the incorporating statute, and where
consideration is paid in whole or in part in equity securities of the offeror,
the Committee may send notice to all Optionees requiring them to surrender their
Options within 10 days of the mailing of such notice, and the Optionees shall be
deemed to have surrendered such Options and Restricted Share Rights, as the case
may be, on the tenth (10th) day after the mailing of such notice without further
formality, provided that:

        (a)     the offeror delivers with such notice an irrevocable and
                unconditional offer to grant replacement options on the equity
                securities offered as consideration;

        (b)     the Committee has determined, in good faith, that such
                replacement options have substantially the same economic value
                as the Options or Restricted Share Rights being surrendered; and

        (c)     the surrender of Options and the granting of replacement options
                can be effected on a tax deferred basis under the INCOME TAX ACT
                (Canada).

Section 6.09    NO REPRESENTATION OR WARRANTY: The Corporation makes no
representation or warranty as to the future market value of any Common Shares
issued in accordance with the provisions of the Plan.

Section 6.10    COMPLIANCE WITH APPLICABLE LAW: If any provision of the Plan or
any Option contravenes any law or any order, policy, by-law or regulation of any
regulatory body having jurisdiction, then such provision shall be deemed to be
amended to the extent necessary to bring such provision into compliance
therewith.

Section 6.11    INTERPRETATION: This Plan shall be governed by and construed in
accordance with the laws of the Province of Ontario.

                                      -16-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>tex99_2-5607.txt
<DESCRIPTION>EX-99.2
<TEXT>
<PAGE>

                            KINROSS GOLD CORPORATION

                              RESTRICTED SHARE PLAN

     FEBRUARY 15, 2001 AND AMENDED AS OF JANUARY 31, 2003, FEBRUARY 28, 2004
                                AND MAY 10, 2004

                                   ARTICLE ONE

                         DEFINITIONS AND INTERPRETATION

Section 1.01    DEFINITIONS: For purposes of the Restricted Share Plan, unless
such word or term is otherwise defined herein or the context in which such word
or term is used herein otherwise requires, the following words and terms with
the initial letter or letters thereof capitalized shall have the following
meanings:

        (a)     "Act" means the BUSINESS CORPORATIONS ACT (Ontario) or its
                successor, as amended from time to time;

        (b)     "Associate" where used to indicate a relationship with any
                person or company means: (i) any company of which such person or
                company beneficially owns, directly or indirectly, voting
                securities carrying more than 10 per cent of the voting rights
                attached to all voting securities of the company for the time
                being outstanding; (ii) any partner of that person or company;
                (iii) any trust or estate in which such person or company has a
                substantial beneficial interest or as to which such person or
                company serves as trustee or in a similar capacity; (iv) any
                relative of that person who resides in the same home as that
                person; (v) any person who resides in the same home as that
                person and to whom that person is married, or any person of the
                opposite sex or the same sex who resides in the same home as
                that person and with whom that person is living in a conjugal
                relationship outside marriage; or (vi) any relative of a person
                mentioned in clause (v) who has the same home as that person;

        (c)     "Change of Control" means the occurrence of any one or more of
                the following events:

                (i)     a consolidation, merger, amalgamation, arrangement or
                        other reorganization or acquisition involving the
                        Corporation or any of its affiliates (as such term is
                        defined in the Act) and another corporation or other
                        entity, as a result of which the holders of common
                        shares of the Corporation prior to the completion of the
                        transaction hold less than 50% of the outstanding common
                        shares of the successor corporation after completion of
                        the transaction;

                (ii)    the sale, lease, exchange or other disposition, in a
                        single transaction or a series of related transactions,
                        of assets, rights or properties of the Corporation
                        and/or any of its subsidiaries which have an aggregate
                        book
<PAGE>

                        value greater than 30% of the book value of the assets,
                        rights and properties of the Corporation and its
                        subsidiaries on a consolidated basis to any other person
                        or entity, other than a disposition to a wholly-owned
                        subsidiary of the Corporation in the course of a
                        reorganization of the assets of the Corporation and its
                        subsidiaries;

                (iii)   a resolution is adopted to wind-up, dissolve or
                        liquidate the Corporation;

                (iv)    any person, entity or group of persons or entities
                        acting jointly or in concert (an "Acquiror") acquires or
                        acquires control (including, without limitation, the
                        right to vote or direct the voting) of Voting Securities
                        of the Corporation which, when added to the Voting
                        Securities owned of record or beneficially by the
                        Acquiror or which the Acquiror has the right to vote or
                        in respect of which the Acquiror has the right to direct
                        the voting, would entitle the Acquiror and/or Associates
                        and/or affiliates of the Acquiror (as such terms are
                        defined in the Act to cast or to direct the casting of
                        20% or more of the votes attached to all of the
                        Corporation's outstanding Voting Securities which may be
                        cast to elect directors of the Corporation or the
                        successor corporation (regardless of whether a meeting
                        has been called to elect directors);

                (v)     as a result of or in connection with: (A) a contested
                        election of directors, or; (B) a consolidation, merger,
                        amalgamation, arrangement or other reorganization or
                        acquisitions involving the Corporation or any of its
                        affiliates and another corporation or other entity, the
                        nominees named in the most recent Management Information
                        Circular of the Corporation for election to the Board of
                        Directors shall not constitute a majority of the Board
                        of Directors; or

                (vi)    the Board adopts a resolution to the effect that a
                        Change of Control as defined herein has occurred or is
                        imminent.

                For the purposes of the foregoing "Voting Securities" means
                common shares of the Corporation and any other shares entitled
                to vote for the election of directors and shall include any
                security, whether or not issued by the Corporation, which are
                not shares entitled to vote for the election of directors but
                are convertible into or exchangeable for shares which are
                entitled to vote for the election of directors including any
                options or rights to purchase such shares or securities.

        (d)     "Committee" means the Directors or if the Directors so determine
                in accordance with Section 2.03 of the Restricted Share Plan,
                the committee of the Directors authorized to administer the
                Restricted Share Plan which includes any compensation committee
                of the board;

        (e)     "Common Shares" means the common shares of the Corporation, as
                adjusted in accordance with the provisions of Article Five of
                the Restricted Share Plan;

                                       -2-
<PAGE>

        (f)     "Corporation" means Kinross Gold Corporation, a corporation
                incorporated under the Act;

        (g)     "Deferred Payment Date" means the date for a Canadian Resident
                Participant under the Restricted Share Plan after the Restricted
                Period and not later than the Canadian Resident Participant's
                Retirement Date which the Canadian Resident Participant has
                elected to defer receipt of Restricted Shares;

        (h)     "Designated Affiliate" means the affiliates of the Corporation
                designated by the Committee for purposes of the Restricted Share
                Plan from time to time;

        (i)     "Directors" means the board of directors of the Corporation from
                time to time;

        (j)     "Eligible Contractors" means individuals, other than Eligible
                Employees that (i) are engaged to provide on a BONA FIDE basis
                consulting, technical, management or other services to the
                Corporation or any Designated Affiliates under a written
                contract between the Corporation or the Designated Affiliate and
                the individual or a company which the individual consultant is
                an employee and (ii) in the reasonable opinion of the
                Corporation, spend or will spend a significant amount of time
                and attention on the affairs and business of the Corporation or
                a Designated Affiliate;

        (k)     "Eligible Employees" means employees, including officers,
                whether Directors or not, and including both full-time and
                part-time employees, of the Corporation or any Designated
                Affiliate of the Corporation;

        (l)     "Insider" shall have the meaning ascribed thereto in the
                SECURITIES ACT (Ontario) other than a person who is an Insider
                solely by virtue of being a director or senior officer of a
                subsidiary of the Corporation and any Associate of an Insider;

        (m)     "NYSE" means the New York Stock Exchange;

        (n)     "Participant" for the Restricted Share Plan means each Eligible
                Contractor and Eligible Employee to whom Restricted Share Rights
                are granted;

        (o)     "Restricted Period" means any period of time that a Restricted
                Share Right is not exercisable and the Participant holding such
                Restricted Share Right remains ineligible to receive Restricted
                Shares, determined by the Committee in its absolute discretion,
                however, such period of time may be reduced or eliminated from
                time to time and at any time and for any reason as determined by
                the Committee, including but not limited to circumstances
                involving death or disability of a Participant;

        (p)     "Retirement" in respect of a Participant means the Participant
                ceasing to be an Eligible Employee or Eligible Contractor after
                attaining a stipulated age in

                                       -3-
<PAGE>

                accordance with the Corporation's normal retirement policy or
                earlier with the Corporation's consent;

        (q)     "Retirement Date" means the date that a Participant ceases to be
                an Eligible Employee or Eligible Contractor;

        (r)     "Restricted Share Plan" means the restricted share plan
                described in Article Three hereof;

        (s)     "Restricted Share Rights" has such meaning as ascribed to such
                term at Section 3.02 of this Restricted Share Plan;

        (t)     "Restricted Shares" means the Common Shares issuable upon the
                exercise of Restricted Share Rights;

        (u)     "Stock Exchanges" means collectively, the TSE and the NYSE;

        (v)     "Termination" means: (i) in the case of an Eligible Employee,
                the termination of the employment of the Eligible Employee with
                or without cause by the Corporation or a Designated Affiliate or
                cessation of employment of the Eligible Employee with the
                Corporation or a Designated Affiliate as a result of resignation
                or otherwise other than the Retirement of the Eligible Employee;
                (ii) in the case of an Eligible Contractor, the termination of
                the services of the Eligible Contractor by the Corporation or a
                Designated Affiliate; and

        (w)     "TSE" means The Toronto Stock Exchange.

Section 1.02    SECURITIES DEFINITIONS: In the Restricted Share Plan, the terms
"affiliate", "subsidiary" and "insider" shall have the meanings given to such
terms in the SECURITIES ACT (Ontario).

Section 1.03    HEADINGS: The headings of all articles, Sections, and paragraphs
in the Restricted Share Plan are inserted for convenience of reference only and
shall not affect the construction or interpretation of the Restricted Share
Plan.

Section 1.04    CONTEXT, CONSTRUCTION: Whenever the singular or masculine are
used in the Restricted Share Plan, the same shall be construed as being the
plural or feminine or neuter or vice versa where the context so requires.

Section 1.05    REFERENCES TO THIS RESTRICTED SHARE PLAN: The words "hereto",
"herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer
to the Restricted Share Plan as a whole and not to any particular article,
Section, paragraph or other part hereof.

Section 1.06    CANADIAN FUNDS: Unless otherwise specifically provided, all
references to dollar amounts in the Restricted Share Plan are references to
lawful money of Canada.

                                       -4-
<PAGE>

                                   ARTICLE TWO

             PURPOSE AND ADMINISTRATION OF THE RESTRICTED SHARE PLAN

Section 2.01    PURPOSE OF THE RESTRICTED SHARE PLAN: The Restricted Share Plan
provides for the acquisition of Common Shares by Participants for the purpose of
advancing the interests of the Corporation through the motivation, attraction
and retention of employees and consultants of the Corporation and the Designated
Affiliates of the Corporation and to secure for the Corporation and the
shareholders of the Corporation the benefits inherent in the ownership of Common
Shares by key employees and consultants of the Corporation and Designated
Affiliates of the Corporation, it being generally recognized that restricted
share plans aid in attracting, retaining and encouraging employees, consultants
and directors due to the opportunity offered to them to acquire a proprietary
interest in the Corporation.

Section 2.02    ADMINISTRATION OF THE RESTRICTED SHARE PLAN: The Restricted
Share Plan shall be administered by the Committee and the Committee shall have
full authority to administer the Restricted Share Plan including the authority
to interpret and construe any provision of the Restricted Share Plan and to
adopt, amend and rescind such rules and regulations for administering the
Restricted Share Plan as the Committee may deem necessary in order to comply
with the requirements of the Restricted Share Plan. All actions taken and all
interpretations and determinations made by the Committee in good faith shall be
final and conclusive and shall be binding on the Participants and the
Corporation. No member of the Committee shall be personally liable for any
action taken or determination or interpretation made in good faith in connection
with the Restricted Share Plan and all members of the Committee shall, in
addition to their rights as Directors, be fully protected, indemnified and held
harmless by the Corporation with respect to any such action taken or
determination or interpretation made. The appropriate officers of the
Corporation are hereby authorized and empowered to do all things and execute and
deliver all instruments, undertakings and applications and writings as they, in
their absolute discretion, consider necessary for the implementation of the
Restricted Share Plan and of the rules and regulations established for
administering the Restricted Share Plan. All costs incurred in connection with
the Restricted Share Plan shall be for the account of the Corporation.

Section 2.03    DELEGATION TO COMMITTEE: All of the powers exercisable hereunder
by the Directors may, to the extent permitted by applicable law and as
determined by resolution of the Directors, be exercised by a committee of the
Directors comprised of not less than three (3) Directors, including any
compensation committee of the board of directors of the Corporation.

Section 2.04    RECORD KEEPING: The Corporation shall maintain a register in
which shall be recorded:

        (a)     the name and address of each Participant in the Restricted Share
                Plan;

        (b)     the number of Restricted Share Rights granted to each
                Participant under the Restricted Share Plan; and

                                       -5-
<PAGE>

        (c)     the number of Restricted Shares issued to each Participant under
                the Restricted Share Plan.

Section 2.05    DETERMINATION OF PARTICIPANTS AND PARTICIPATION: The Committee
shall from time to time determine the Participants who may participate in the
Restricted Share Plan. The Committee shall from time to time determine the
Participants to whom Restricted Share Rights shall be granted and the provisions
and restrictions with respect to such grant(s), all such determinations to be
made in accordance with the terms and conditions of the Restricted Share Plan,
and the Committee may take into consideration the present and potential
contributions of and the services rendered by the particular Participant to the
success of the Corporation and any other factors which the Committee deems
appropriate and relevant.

Section 2.06    MAXIMUM NUMBER OF SHARES: The maximum number of Common Shares
made available for the Restricted Share Plan is 1,333,333 which shall be
allocated as follows:

        (a)     Restricted Share Plan: The maximum number of Common Shares made
                available for the Restricted Share Plan shall be determined from
                time to time by the Committee, but in any case, shall not exceed
                1,333,333 Common Shares in the aggregate.

        (b)     The aggregate number of Common Shares issuable to Insiders
                pursuant to Restricted Share Rights, within a one-year period,
                shall not exceed 10% of the total number of Common Shares then
                outstanding. The aggregate number of Common Shares issuable to
                any one Insider and such Insider's Associates pursuant to
                Restricted Share Rights, with a one-year period, shall not
                exceed 5% of the total number of Common Shares then outstanding.
                The aggregate number of Common Shares reserved for issuance to
                any one person upon the exercise of Restricted Share Rights
                shall not exceed 5% of the total number of Common Shares then
                outstanding. For purposes of this Section 2.06, the number of
                Common Shares then outstanding shall mean the number of Common
                Shares outstanding on a non-diluted basis immediately prior to
                the proposed grant of the applicable Restricted Share Right.

                                  ARTICLE THREE

                              RESTRICTED SHARE PLAN

Section 3.01    RESTRICTED SHARE PLAN: A Restricted Share Plan is hereby
established for Eligible Employees and Eligible Contractors.

Section 3.02    PARTICIPANTS: The Committee shall have the right to grant, in
its sole and absolute discretion, to any Participant rights to acquire any
number of fully paid and non-assessable Common Shares ("Restricted Share
Rights") as a discretionary payment in consideration of past services to the
Corporation, subject to this Restricted Share Plan and with such provisions and
restrictions as the Committee may determine. Each Restricted Share Right is
exercisable for one Common Share of

                                       -6-
<PAGE>

the Corporation, without payment of additional consideration, at the end of the
Restricted Period or, if applicable, at a later Deferred Payment Date, if any,
without any further action on the part of the holder of the Restricted Share
Right in accordance with this Article Three.

Section 3.03    RESTRICTED SHARE RIGHT AGREEMENT: Each grant of a Restricted
Share Right under the Restricted Share Plan shall be evidenced by a Restricted
Share Right Agreement between the Participant and the Corporation. Such
Restricted Share Right shall be subject to all applicable terms and conditions
of the Restricted Share Plan and may be subject to any other terms and
conditions which are not inconsistent with the Restricted Share Plan and which
the Committee deems appropriate for inclusion in a Restricted Share Agreement.
The provisions of the various Restricted Share Agreements entered into under the
Restricted Share Plan need not be identical.

Section 3.04    RESTRICTED PERIOD: Upon the grant of Restricted Share Rights to
a Participant, the Committee shall determine the Restricted Period applicable to
such Restricted Share Rights.

Section 3.05    DEFERRED PAYMENT DATE: If you are a Canadian Resident you may
elect to defer the receipt of all or any part of their entitlement to Restricted
Shares until a Deferred Payment Date.

Section 3.06 PRIOR NOTICE OF DEFERRED PAYMENT DATE: Canadian Residents who elect
to set a Deferred Payment Date must give the Corporation written notice of one
or more Deferred Payment Dates not later than sixty (60) days prior to the
expiration of the Restricted Period. Participants may change a Deferred Payment
Date by providing written notice to the Corporation not later than sixty (60)
days prior to the Deferred Payment Date.

Section 3.07    RETIREMENT OR TERMINATION DURING RESTRICTED PERIOD: In the event
of the Retirement or Termination of a Participant during the Restricted Period,
any Restricted Share Rights held by the Participant shall immediately terminate
and be of no further force or effect, provided that the Committee has the
absolute discretion to waive such termination.

Section 3.08    RETIREMENT OR TERMINATION AFTER RESTRICTED PERIOD: In the event
of the Retirement or Termination of the Participant following the Restricted
Period and prior to the Deferred Payment Date, the Corporation shall issue
forthwith Restricted Shares issuable upon the exercise of Restricted Share
Rights held by the Participant.

Section 3.09    PAYMENT OF DIVIDENDS: Subject to the absolute discretion of the
Committee, the Committee may determine to pay Participants cash equal to any
cash dividends declared on Common Shares that would be payable on Restricted
Shares issuable upon the exercise of Restricted Share Rights for which the
Restricted Period has not expired in the manner and at the time such dividends
are ordinarily paid to holders of Common Shares. The Corporation shall pay
Participants cash equal to any cash dividends declared and paid on Common Shares
that would be payable on Restricted Shares issuable upon the exercise of
Restricted Share Rights for which the Restricted Period has expired and the
Deferred Payment Date has not occurred in the manner and at the time such
dividends are ordinarily paid to holders of Common Shares.

                                       -7-
<PAGE>

Section 3.10    DEATH OR DISABILITY OF PARTICIPANT: In the event of the death or
total disability of a Participant, any Restricted Shares represented by
Restricted Share Rights held by the Participant shall be immediately issuable by
the Corporation.

Section 3.11    CHANGE OF CONTROL: In the event of a Change of Control, all
Restricted Share Rights outstanding shall be immediately exercised for
Restricted Shares notwithstanding the Restricted Period and any applicable
Deferred Payment Date.

Section 3.12    NECESSARY APPROVALS: The Restricted Share Plan shall be subject
to the approval of the shareholders of the Corporation to be given by a
resolution passed at a meeting of the shareholders of the Corporation or by a
written resolution of all of the shareholders of the Corporation in accordance
with the Act and acceptance by the Stock Exchanges or any regulatory authority
having jurisdiction over the securities of the Corporation. The Committee may
grant Restricted Share Rights prior to such approval and acceptance provided
that any such Restricted Share Rights shall be null and void unless such
approval and acceptance is given. In the event that such approval and acceptance
has not been obtained on or before July 15, 2001, the Restricted Share Plan and
any Restricted Share Rights outstanding shall be terminated and be of no further
force or effect.

Section 3.13    TERM OF THE RESTRICTED SHARE PLAN: The Restricted Share Plan, as
set forth herein, shall become effective as of July 28, 2000. The Restricted
Share Plan shall remain in effect until it is terminated by the Board of
Directors.

                                  ARTICLE FOUR

                      WITHHOLDING TAXES AND SECURITIES LAWS
                         OF THE UNITED STATES OF AMERICA

Section 4.01    WITHHOLDING TAXES: The Corporation or any Designated Affiliate
of the Corporation may take such steps as are considered necessary or
appropriate for the withholding of any taxes which the Corporation or any
Designated Affiliate of the Corporation is required by any law or regulation of
any governmental authority whatsoever to withhold in connection with any Common
Share including, without limiting the generality of the foregoing, the
withholding of all or any portion of any payment or the withholding of the issue
of Common Shares to be issued under the Restricted Share Plan, until such time
as the Participant has paid the Corporation or any Designated Affiliate of the
Corporation for any amount which the Corporation or Designated Affiliate of the
Corporation is required to withhold with respect to such taxes.

                                  ARTICLE FIVE

                                     GENERAL

Section 5.01    EFFECTIVE TIME OF RESTRICTED SHARE PLAN: The Restricted Share
Plan shall become effective upon a date to be determined by the board of
directors.

                                       -8-
<PAGE>

Section 5.02    AMENDMENT OF RESTRICTED SHARE PLAN: The Committee may from time
to time in the absolute discretion of the Committee amend, modify and change the
provisions of the Restricted Share Plan, provided that any amendment,
modification or change to the provisions of the Restricted Share Plan which
would:

        (a)     materially increase the benefits under the Restricted Share
                Plan;

        (b)     increase the number of Common Shares, other than by virtue of
                Sections 5.06, 5.07 and 5.08 of the Restricted Share Plan, which
                may be issued pursuant to the Restricted Share Plan; or

        (c)     materially modify the requirements as to eligibility for
                participation in the Restricted Share Plan;

shall only be effective upon such amendment, modification or change being
approved by the shareholders of the Corporation, if required, by the Stock
Exchanges and any other regulatory authority having jurisdiction over the
securities of the Corporation. Any amendment, modification or change of any
provision of the Restricted Share Plan shall be subject to approval, if
required, by any regulatory authority having jurisdiction over the securities of
the Corporation.

Section 5.03    NON-ASSIGNABLE: Except as otherwise may be expressly provided
for under this Restricted Share Plan or pursuant to a will or by the laws of
descent and distribution, no Restricted Share Right and no other right or
interest of a Participant is assignable or transferable.

Section 5.04    RIGHTS AS A SHAREHOLDER: No holder of any Restricted Share
Rights shall have any rights as a shareholder of the Corporation prior to the
end of the applicable Restricted Period. Subject to Section 5.09, no holder of
any Restricted Share Rights shall be entitled to receive, and no adjustment
shall be made for, any dividends, distributions or any other rights declared for
shareholders of the Corporation for which the record date is prior to the date
of exercise of any Restricted Share Right.

Section 5.05    NO CONTRACT OF EMPLOYMENT: Nothing contained in the Restricted
Share Plan shall confer or be deemed to confer upon any Participant the right to
continue in the employment of, or to provide services to, the Corporation or any
Designated Affiliate nor interfere or be deemed to interfere in any way with any
right of the Corporation or any Designated Affiliate to discharge any
Participant at any time for any reason whatsoever, with or without cause.
Participation in the Restricted Share Plan by a Participant shall be voluntary.

Section 5.06    CHANGE OF CONTROL: In the event of a Change of Control, each
Participant who holds Restricted Share Rights shall receive the securities,
property or cash which the Participant would have received upon such Change of
Control if the Participant had held the Restricted Shares issuable upon exercise
of such Restricted Share Rights immediately prior to such Change of Control.

Section 5.07    ADJUSTMENT IN NUMBER OF SHARES SUBJECT TO THE RESTRICTED SHARE
PLAN: In the event there is any change in the Common Shares, whether by reason
of a stock dividend,

                                       -9-
<PAGE>

consolidation, subdivision, reclassification or otherwise, an appropriate
adjustment shall be made by the Committee in:

        (a)     the number of Common Shares available under the Restricted Share
                Plan; and

        (b)     the number of Common Shares subject to any Restricted Share
                Rights.

If the foregoing adjustment shall result in a fractional Common Share, the
fraction shall be disregarded. All such adjustments shall be conclusive, final
and binding for all purposes of the Restricted Share Plan.

Section 5.08    SECURITIES EXCHANGE TAKE-OVER BID: In the event that the
Corporation becomes the subject of a take-over bid (within the meaning of the
SECURITIES ACT (Ontario)) pursuant to which 100% of the issued and outstanding
Common Shares are acquired by the offeror either directly or as a result of the
compulsory acquisition provisions of the incorporating statute, and where
consideration is paid in whole or in part in equity securities of the offeror,
the Committee may send notice to all holders of Restricted Share Rights
requiring them to surrender their Restricted Share Rights within 10 days of the
mailing of such notice, and the holders of Restricted Share Rights shall be
deemed to have surrendered such Restricted Share Rights on the tenth (10th) day
after the mailing of such notice without further formality, provided that:

        (a)     the offeror delivers with such notice an irrevocable and
                unconditional offer to grant replacement restricted share rights
                to the holders of Restricted Share Rights on the equity
                securities offered as consideration;

        (b)     the Committee has determined, in good faith, that such
                replacement options have substantially the same economic value
                as the Restricted Share Rights being surrendered; and

        (c)     the surrender of Restricted Share Rights and the granting of
                replacement restricted share rights can be effected on a tax
                deferred basis under the INCOME TAX ACT (Canada).

Section 5.09    NO REPRESENTATION OR WARRANTY: The Corporation makes no
representation or warranty as to the future market value of any Common Shares
issued in accordance with the provisions of the Restricted Share Plan.

Section 5.10    COMPLIANCE WITH APPLICABLE LAW: If any provision of the
Restricted Share Plan or any Restricted Share Right contravenes any law or any
order, policy, by-law or regulation of any regulatory body having jurisdiction,
then such provision shall be deemed to be amended to the extent necessary to
bring such provision into compliance therewith.

Section 5.11    INTERPRETATION: This Restricted Share Plan shall be governed by
and construed in accordance with the laws of the Province of Ontario.

                                      -10-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>tex99_3-5607.txt
<DESCRIPTION>EX-99.3
<TEXT>
<PAGE>

                            KINROSS GOLD CORPORATION

                            DEFERRED SHARE UNIT PLAN

                               SEPTEMBER 30, 2003

                                   ARTICLE ONE

                         DEFINITIONS AND INTERPRETATION

Section 1.01    DEFINITIONS: For purposes of the Deferred Share Unit Plan,
unless such word or term is otherwise defined herein or the context in which
such word or term is used herein otherwise requires, the following words and
terms with the initial letter or letters thereof capitalized shall have the
following meanings:

        (a)     "Act" means the BUSINESS CORPORATIONS ACT (Ontario) or its
                successor, as amended from time to time;

        (b)     "Board" means the board of directors of the Corporation;

        (c)     "Committee" means the Directors or if the Directors so determine
                in accordance with Section 2.03 of the Deferred Share Unit Plan,
                the committee of the Directors authorized to administer the
                Deferred Share Unit Plan which includes the Compensation
                Committee of the Board;

        (d)     "Common Shares" means the common shares of the Corporation;

        (e)     "Corporation" means Kinross Gold Corporation, a corporation
                incorporated under the Act;

        (f)     "Deferred Share Unit" means the right to receive a DSU Payment
                evidenced by way of book-keeping entry in the books of the
                Corporation and administrated pursuant to the Deferred Share
                Unit Plan, the value of which, on a particular date, shall be
                equal to the Market Value at that date;

        (g)     "Deferred Share Unit Plan" means the deferred share unit plan
                described in Article Three hereof;

        (h)     "Designated Affiliate" means an affiliate of the Corporation
                designated by the Committee for purposes of the Deferred Share
                Unit Plan from time to time;

        (i)     "Directors" means the members of the Board from time to time;

        (j)     "Director's Remuneration" means all amounts payable to an
                Eligible Director by the Corporation in respect of the services
                provided to the Corporation by the Eligible Director as a member
                of the Board or as a member of the board of directors of a
                Designated Affiliate in a Quarter, including:
<PAGE>

                (i)     the quarterly base retainer fee for serving as a
                        director;

                (ii)    the quarterly retainer fee for serving as a member of a
                        board committee; and

                (iii)   the quarterly retainer fee for chairing the board or a
                        board committee.

                but, for greater certainty, excluding amounts received by an
                Eligible Director as a reimbursement for expenses incurred in
                attending meetings;

        (k)     "DSU Grant Letter" has the meaning ascribed thereto in Section
                3.04;

        (l)     "DSU Issue Date" means the date in each Quarter, which is two
                business days following the publication by the Corporation of
                its earning results for the previous Quarter (or the previous
                financial year in the case of the first Quarter), or such other
                date recommended by the Committee and confirmed by the Board
                from time to time.

        (m)     "DSU Payment" means a cash payment by the Corporation to a
                Participant equal to the Market Value of a Common Share on the
                Separation Date multiplied by the number of Deferred Share Units
                held by the Participant on the Separation Date;

        (n)     "Entitlement" has the meaning ascribed thereto in section 3.02;

        (o)     "Eligible Directors" means the Directors and the directors of
                the board of any Designated Affiliate of the Corporation from
                time to time;

        (p)     "NYSE" means the New York Stock Exchange;

        (q)     "Market Value" means the greater of either: (a) the weighted
                average trading price; or (b) the average of daily high and low
                board lot trading prices of the Common Shares for non-United
                States residents on the TSX for the five (5) consecutive trading
                days immediately prior to the date as of which Market Value is
                determined. If the Common Shares are not trading on the TSX,
                then the Market Value shall be determined based on the trading
                price on such stock exchange or over-the-counter market on which
                the Common Shares are listed and posted for trading as may be
                selected for such purpose by the Committee. In the event that
                the Common Shares are not listed and posted for trading on any
                stock exchange or over-the-counter market, the Market Value
                shall be the fair market value of such Common Shares as
                determined by the Committee in its sole discretion;

        (r)     "Participant" for the Deferred Share Unit Plan means each
                Eligible Director to whom Deferred Share Units are issued;

        (s)     "Quarter" means: a fiscal quarter of the Corporation, which,
                until changed by the Corporation, shall be the three-month
                period ending March 31, June 30, September 30 or December 31 in
                any calendar year;

                                       -2-
<PAGE>

        (t)     "Separation Date" means the date that a Participant ceases to be
                an Eligible Director for any reason whatsoever, including death,
                of the Eligible Director. For this purpose, a Participant who is
                an Eligible Director by virtue of his or her status as a
                Director of an entity that is a Designated Affiliate shall cease
                to be an Eligible Director on the date that entity ceases to be
                an affiliate of the Corporation;

        (u)     "Stock Exchanges" means collectively, the TSX and the NYSE; and

        (v)     "TSX" means The Toronto Stock Exchange.

Section 1.02    SECURITIES DEFINITIONS: In the Deferred Share Unit Plan, the
term "affiliate", shall have the meanings given to such terms in the SECURITIES
ACT (Ontario).

Section 1.03    HEADINGS: The headings of all articles, Sections, and paragraphs
in the Deferred Share Unit Plan are inserted for convenience of reference only
and shall not affect the construction or interpretation of the Deferred Share
Unit Plan.

Section 1.04    CONTEXT, CONSTRUCTION: Whenever the singular or masculine are
used in the Deferred Share Unit Plan, the same shall be construed as being the
plural or feminine or neuter or vice versa where the context so requires.

Section 1.05    REFERENCES TO THIS DEFERRED SHARE UNIT PLAN: The words "hereto",
"herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer
to the Deferred Share Unit Plan as a whole and not to any particular article,
Section, paragraph or other part hereof.

Section 1.06    CANADIAN FUNDS: Unless otherwise specifically provided, all
references to dollar amounts in the Deferred Share Unit Plan are references to
lawful money of Canada.

                                   ARTICLE TWO

             PURPOSE AND ADMINISTRATION OF THE RESTRICTED SHARE PLAN

Section 2.01    PURPOSE OF THE DEFERRED SHARE UNIT PLAN: The purpose of the
Deferred Share Unit Plan is to strengthen the alignment of interests between the
Eligible Directors and the shareholders of the Corporation by linking portion of
annual director compensation to the future value of the Common Shares. In
addition, the Deferred Share Unit Plan has been adopted for the purpose of
advancing the interests of the Corporation through the motivation, attraction
and retention of directors of the Corporation and the Designated Affiliates of
the Corporation, it being generally recognized that deferred share unit plans
aid in attracting, retaining and encouraging director commitment and performance
due to the opportunity offered to them to receive compensation in line with the
value of the Common Shares.

Section 2.02    ADMINISTRATION OF THE DEFERRED SHARE UNIT PLAN: The Deferred
Share Unit Plan shall be administered by the Committee and the Committee shall
have full discretionary authority to administer the Deferred Share Unit Plan
including the authority to interpret and

                                       -3-
<PAGE>

construe any provision of the Deferred Share Unit Plan and to adopt, amend and
rescind such rules and regulations for administering the Deferred Share Unit
Plan as the Committee may deem necessary in order to comply with the
requirements of the Deferred Share Unit Plan. All actions taken and all
interpretations and determinations made by the Committee in good faith shall be
final and conclusive and shall be binding on the Participants and the
Corporation. No member of the Committee shall be personally liable for any
action taken or determination or interpretation made in good faith in connection
with the Deferred Share Unit Plan and all members of the Committee shall, in
addition to their rights as Directors, be fully protected, indemnified and held
harmless by the Corporation with respect to any such action taken or
determination or interpretation made. The appropriate officers of the
Corporation are hereby authorized and empowered to do all things and execute and
deliver all instruments, undertakings and applications and writings as they, in
their absolute discretion, consider necessary for the implementation of the
Deferred Share Unit Plan and of the rules and regulations established for
administering the Deferred Share Unit Plan. All costs incurred in connection
with the Deferred Share Unit Plan shall be for the account of the Corporation.

Section 2.03    DELEGATION TO COMMITTEE: All of the powers exercisable hereunder
by the Directors may, to the extent permitted by applicable law and as
determined by resolution of the Directors, be exercised by a committee of the
Directors comprised of not less than three (3) Directors, including any
compensation committee of the board of directors of the Corporation.

Section 2.04    RECORD KEEPING: The Corporation shall maintain a register in
which shall be recorded:

        (a)     the name and address of each Participant in the Deferred Share
                Unit Plan;

        (b)     the number of Deferred Share Units granted to each Participant
                under the Deferred Share Unit Plan; and

        (c)     the date and price at which Deferred Share Units were granted.

                                  ARTICLE THREE

                            DEFERRED SHARE UNIT PLAN

Section 3.01    DEFERRED SHARE UNIT PLAN: A Deferred Share Unit Plan is hereby
established for Eligible Directors.

Section 3.02    PARTICIPANTS: The Committee shall grant and issue to each
Eligible Director on each DSU Issue Date, that number of Deferred Share Units
having a value equal to 50% of the Director's Remuneration payable to such
Eligible Director for the current Quarter (the "Entitlement"). More
specifically, the number of Deferred Share Units to be granted to an Eligible
Director will be determined by dividing the Entitlement by the closing price for
a Common Share on the TSX on the business day immediately preceding the DSU
Issue Date.

                                       -4-
<PAGE>

Section 3.03    REDEMPTION: Each Deferred Share Unit held by a Participant who
ceases to be an Eligible Director shall be redeemed by the Corporation on the
relevant Separation Date for a DSU Payment to be made to the Participant on such
date as the Corporation determines not later than 60 days after the Separation
Date without any further action on the part of the holder of the Deferred Share
Unit in accordance with this Article Three.

Section 3.04    DEFERRED SHARE UNIT LETTER: Each grant of Deferred Share Units
under the Deferred Share Unit Plan shall be evidenced by a letter of the
Corporation ("DSU Grant Letter"). Such Deferred Share Units shall be subject to
all applicable terms and conditions of the Deferred Share Unit Plan and may be
subject to any other terms and conditions which are not inconsistent with the
Deferred Share Unit Plan and which the Committee deems appropriate for inclusion
in a DSU Grant Letter. The provisions of the various DSU Grant Letters entered
into under the Deferred Share Unit Plan need not be identical, and may vary from
Quarter to Quarter and from Participant to Participant.

Section 3.05    DIVIDENDS: In the event that a dividend (other than stock
dividend) is declared and paid by the Corporation on Common Shares, a
Participant will be credited with additional Deferred Share Units. The number of
such additional Deferred Share Units will be calculated by dividing the total
amount of the dividends that would have been paid to the Participant if the
Deferred Share Units in the Participant's account on the dividend record date
had been outstanding Common Shares (and the Participant held no other Common
Shares), by the closing price of a Common Share on the TSX on the date on which
the dividends were paid on the Common Shares.

Section 3.06    TERM OF THE DEFERRED SHARE UNIT PLAN: The Deferred Share Unit
Plan, as set forth herein, shall be deemed to become effective as of September
30, 2003. The Deferred Share Unit Plan shall remain in effect until it is
terminated by the Board of Directors. Upon termination of the Plan, the
Corporation shall redeem all remaining Deferred Share Units under Section 3.03
above, applied as if the Separation Date of all remaining Participants was the
date the Board of Directors terminated the Plan.

                                  ARTICLE FOUR

                                WITHHOLDING TAXES

Section 4.01    WITHHOLDING TAXES: The Corporation or any Designated Affiliate
of the Corporation may take such steps as are considered necessary or
appropriate for the withholding of any taxes which the Corporation or any
Designated Affiliate of the Corporation is required by any law or regulation of
any governmental authority whatsoever to withhold, without limiting the
generality of the foregoing, the withholding of all or any portion of any
payment to be made under the Deferred Share Unit Plan, until such time as the
Participant has paid the Corporation or any Designated Affiliate of the
Corporation for any amount which the Corporation or Designated Affiliate of the
Corporation is required to withhold with respect to such taxes.

                                       -5-
<PAGE>

                                  ARTICLE FIVE

                                     GENERAL

Section 5.01    AMENDMENT OF DEFERRED SHARE UNIT PLAN: The Committee may from
time to time in the absolute discretion of the Committee amend, modify and
change the provisions of the Deferred Share Unit Plan, provided that any
amendment, modification or change to the provisions of the Deferred Share Unit
Plan which would:

        (a)     materially increase the benefits under the Deferred Share Unit
                Plan;

        (b)     materially modify the requirements as to eligibility for
                participation in the Deferred Share Unit Plan; or

        (c)     terminate the Deferred Share Unit Plan.

shall only be effective upon such amendment, modification or change being
approved by the Board, and, if required, by the Stock Exchanges and any other
regulatory authorities having jurisdiction over the Corporation.

Section 5.02    NON-ASSIGNABLE: Except as otherwise may be expressly provided
for under this Deferred Share Unit Plan or pursuant to a will or by the laws of
descent and distribution, no Deferred Share Unit and no other right or interest
of a Participant is assignable or transferable, and any such assignment or
transfer in violation of this Deferred Share Unit Plan shall be null and void.

Section 5.03    RIGHTS AS A SHAREHOLDER AND DIRECTOR: No holder of any Deferred
Share Units shall have any rights as a shareholder of the Corporation at any
time. Nothing in the Plan shall confer on any Eligible Director the right to
continue as a Director of the Corporation or as a director of any Designated
Affiliate or interfere with right to remove such director.

Section 5.04    ADJUSTMENT IN NUMBER OF PAYMENTS SUBJECT TO THE DEFERRED SHARE
UNIT PLAN: In the event there is any change in the Common Shares, whether by
reason of a stock dividend, stock split, reverse stock split, consolidation,
subdivision, reclassification or otherwise, an appropriate proportionate
adjustment shall be made by the Committee with respect to the number of Deferred
Share Units then outstanding under the Deferred Share Unit Plan as the
Committee, in its sole discretion, may determine to prevent dilution or
enlargement of rights.

All such adjustments, as determined by the Committee, shall be conclusive, final
and binding for all purposes of the Deferred Share Unit Plan.

Section 5.05    NO REPRESENTATION OR WARRANTY: The Corporation makes no
representation or warranty as to the future value of any rights under Deferred
Share Units issued in accordance with the provisions of the Deferred Share Unit
Plan. No amount will be paid to, or in respect of, an Eligible Director under
this Deferred Share Unit Plan or pursuant to any other arrangement, and no
additional Deferred Share Units will be granted to such Eligible Director to
compensate

                                       -6-
<PAGE>

for a downward fluctuation in the price of the Common Shares, nor will any other
form of benefit be conferred upon, or in respect of, an Eligible Director for
such purpose.

Section 5.06    COMPLIANCE WITH APPLICABLE LAW: If any provision of the Deferred
Share Unit Plan or any Deferred Share Unit contravenes any law or any order,
policy, by-law or regulation of any regulatory body having jurisdiction, then
such provision shall be deemed to be amended to the extent necessary to bring
such provision into compliance therewith.

Section 5.07    INTERPRETATION: This Deferred Share Unit Plan shall be governed
by and construed in accordance with the laws of the Province of Ontario.

Section 5.08    UNFUNDED BENEFIT: All DSU Payments to be made constitute
unfunded obligations of the Corporation payable solely from its general assets
and subject to the claims of its creditors. The Corporation has not established
any trust or separate fund to provide for the payment of benefits hereunder.

                                       -7-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>tex99_4-5607.txt
<DESCRIPTION>EX-99.4
<TEXT>
<PAGE>

                            KINROSS GOLD CORPORATION

                                       AND

                      COMPUTERSHARE TRUST COMPANY OF CANADA







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

                                WARRANT INDENTURE

                     Providing for the Creation and Issue of
                         Common Share Purchase Warrants

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





                          Dated as of December 5, 2002






<PAGE>

                                TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION......................................................2
         1.1      DEFINITIONS.................................................2
         1.2      MEANING OF OUTSTANDING......................................5
         1.3      WORDS IMPORTING THE SINGULAR AND GENDER.....................5
         1.4      INTERPRETATION NOT AFFECTED BY HEADINGS, ETC................5
         1.5      DAY NOT A BUSINESS DAY......................................5
         1.6      TIME OF THE ESSENCE.........................................6
         1.7      CURRENCY....................................................6
         1.8      APPLICABLE LAW..............................................6
         1.9      BENEFICIARIES...............................................6
ARTICLE 2 THE WARRANTS........................................................6
         2.1      CREATION AND AUTHORIZATION OF WARRANTS......................6
         2.2      TERMS OF WARRANTS...........................................7
         2.3      FORM OF WARRANT CERTIFICATES................................7
         2.4      SIGNING OF WARRANT CERTIFICATES.............................7
         2.5      CERTIFICATION BY TRUSTEE....................................8
         2.6      WARRANTS TO RANK PARI PASSU.................................8
         2.7      UNITED STATES TRANSFER RESTRICTIONS.........................8
         2.8      LEGEND FOR WARRANT CERTIFICATES OF NON-U.S. PERSONS.........9
         2.9      RELIANCE BY TRUSTEE........................................10
         2.10     ISSUE IN SUBSTITUTION FOR LOST CERTIFICATES, ETC...........10
         2.11     CANCELLATION OF SURRENDERED WARRANTS.......................11
         2.12     WARRANTHOLDER NOT A SHAREHOLDER............................11
         2.13     OPTIONAL PURCHASES OF WARRANTS BY KINROSS..................11
ARTICLE 3 REGISTRATION, TRANSFER EXCHANGE AND OWNERSHIP OF WARRANTS..........12
         3.1      REGISTRATION AND TRANSFER OF WARRANTS......................12
         3.2      EXCHANGE OF WARRANT CERTIFICATES...........................13
         3.3      REASONABLE CHARGES FOR TRANSFER OR EXCHANGE................14
         3.4      OWNERSHIP OF WARRANTS......................................14
         3.5      ASSUMPTION BY TRANSFEREE...................................14
ARTICLE 4 EXERCISE OF WARRANTS...............................................14
         4.1      EXERCISE...................................................14
         4.2      EFFECT OF EXERCISE.........................................15
         4.3      NO FRACTIONAL COMMON SHARES................................16
         4.4      RECORDING..................................................16
         4.5      SECURITIES RESTRICTIONS....................................16
         4.6      EXPIRATION OF WARRANTS.....................................17
ARTICLE 5 ADJUSTMENTS........................................................17
         5.1      DEFINITIONS................................................17
         5.2      ADJUSTMENT OF EXCHANGE RATE................................19
         5.3      ADJUSTMENT OF EXERCISE PRICE...............................20
         5.4      ADJUSTMENT RULES...........................................22
ARTICLE 6 COVENANTS..........................................................25
         6.1      GENERAL COVENANTS..........................................25
         6.2      TRUSTEE'S REMUNERATION AND EXPENSES........................26
         6.3      PERFORMANCE OF COVENANTS BY TRUSTEE........................26
         6.4      SECURITIES QUALIFICATION REQUIREMENTS......................27
ARTICLE 7 ENFORCEMENT........................................................27
         7.1      WARRANTHOLDERS MAY NOT SUE.................................27
         7.2      TRUSTEE MAY INSTITUTE ALL PROCEEDINGS......................28
         7.3      IMMUNITY OF SHAREHOLDERS, ETC..............................28
         7.4      LIMITATION OF LIABILITY....................................28
ARTICLE 8 MEETINGS OF WARRANTHOLDERS.........................................28
         8.1      RIGHT TO CONVENE MEETINGS..................................28

<PAGE>

         8.2      NOTICE.....................................................29
         8.3      CHAIRMAN...................................................29
         8.4      QUORUM.....................................................29
         8.5      POWER TO ADJOURN...........................................30
         8.6      SHOW OF HANDS..............................................30
         8.7      VOTING.....................................................30
         8.8      REGULATIONS................................................30
         8.9      KINROSS, TRUSTEE AND COUNSEL MAY BE REPRESENTED............31
         8.10     POWERS EXERCISABLE BY EXTRAORDINARY RESOLUTION.............31
         8.11     MEANING OF "EXTRAORDINARY RESOLUTION"......................32
         8.12     POWERS CUMULATIVE..........................................33
         8.13     MINUTES....................................................33
         8.14     INSTRUMENTS IN WRITING.....................................34
         8.15     BINDING EFFECT OF RESOLUTIONS..............................34
         8.16     HOLDINGS BY KINROSS AND SUBSIDIARIES DISREGARDED...........34
ARTICLE 9 SUPPLEMENTAL INDENTURES AND SUCCESSOR CORPORATIONS.................35
         9.1      PROVISION FOR SUPPLEMENTAL INDENTURES FOR CERTAIN PURPOSES.35
         9.2      SUCCESSOR CORPORATIONS.....................................36
ARTICLE 10 CONCERNING THE TRUSTEE............................................36
         10.1     TRUST INDENTURE LEGISLATION................................36
         10.2     TRUSTEE'S AUTHORITY TO CARRY ON BUSINESS...................36
         10.3     RIGHTS AND DUTIES OF TRUSTEE...............................36
         10.4     EVIDENCE, EXPERTS AND ADVISERS.............................37
         10.5     DOCUMENTS, MONEY, ETC. HELD BY TRUSTEE.....................38
         10.6     ACTION BY TRUSTEE TO PROTECT INTERESTS.....................39
         10.7     TRUSTEE NOT REQUIRED TO GIVE SECURITY......................39
         10.8     PROTECTION OF TRUSTEE......................................39
         10.9     REPLACEMENT OF TRUSTEE.....................................40
         10.10    CONFLICT OF INTEREST.......................................41
         10.11    ACCEPTANCE OF TRUSTS.......................................42
ARTICLE 11 GENERAL...........................................................42
         11.1     NOTICE TO KINROSS AND TRUSTEE..............................42
         11.2     NOTICE TO WARRANTHOLDERS...................................43
         11.3     SATISFACTION AND DISCHARGE OF INDENTURE....................43
         11.4     SOLE BENEFIT OF PARTIES AND WARRANTHOLDERS.................44
         11.5     DISCRETION OF DIRECTORS....................................44
         11.6     COUNTERPARTS AND FORMAL DATE...............................44
         11.7     LANGUAGE...................................................44
         11.8     ASSIGNMENT.................................................44
         11.9     BENEFIT OF THE AGREEMENT...................................45
         11.10    INDENTURE TO PREVAIL.......................................45
         11.11    FURTHER ASSURANCES.........................................45
         11.12    WAIVER.....................................................45
         11.13    SEVERABILITY...............................................46

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

                                      -ii-
<PAGE>

                                WARRANT INDENTURE

        THIS INDENTURE dated as of December 5, 2002

BETWEEN:

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

                                     - and -

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



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

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

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

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

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

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

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

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

<PAGE>

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

                                   ARTICLE 1
                                 INTERPRETATION

1.1     DEFINITIONS

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

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

"AFFILIATE" shall have the meaning ascribed to such term in the BUSINESS
CORPORATIONS ACT (Ontario), as amended;

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

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

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

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

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

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

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

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

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

                                       -2-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       -3-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                       -4-
<PAGE>

1.2     MEANING OF OUTSTANDING

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

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

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

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

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

1.3     WORDS IMPORTING THE SINGULAR AND GENDER

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

1.4     INTERPRETATION NOT AFFECTED BY HEADINGS, ETC

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

1.5     DAY NOT A BUSINESS DAY

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

                                       -5-
<PAGE>

1.6     TIME OF THE ESSENCE

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

1.7     CURRENCY

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

1.8     APPLICABLE LAW

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

1.9     BENEFICIARIES

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

                                   ARTICLE 2
                                  THE WARRANTS

2.1     CREATION AND AUTHORIZATION OF WARRANTS

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

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

                                       -6-
<PAGE>

2.2     TERMS OF WARRANTS

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

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

2.3     FORM OF WARRANT CERTIFICATES

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

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

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

2.4     SIGNING OF WARRANT CERTIFICATES

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

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

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

                                       -7-
<PAGE>

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

2.5     CERTIFICATION BY TRUSTEE

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

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

2.6     WARRANTS TO RANK PARI PASSU

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

2.7     UNITED STATES TRANSFER RESTRICTIONS

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

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

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

                                       -8-
<PAGE>

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

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

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

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

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

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

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

                                       -9-
<PAGE>

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

2.9     RELIANCE BY TRUSTEE

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

2.10    ISSUE IN SUBSTITUTION FOR LOST CERTIFICATES, ETC.

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

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

                                      -10-
<PAGE>

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

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

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

2.11    CANCELLATION OF SURRENDERED WARRANTS

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

2.12    WARRANTHOLDER NOT A SHAREHOLDER

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

2.13    OPTIONAL PURCHASES OF WARRANTS BY KINROSS

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

                                      -11-
<PAGE>

                                   ARTICLE 3
                       REGISTRATION, TRANSFER EXCHANGE AND
                              OWNERSHIP OF WARRANTS

3.1     REGISTRATION AND TRANSFER OF WARRANTS

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

(2)     The Trustee will cause to be kept:

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

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

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

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

                                      -12-
<PAGE>

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

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

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

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

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

3.2     EXCHANGE OF WARRANT CERTIFICATES

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

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

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

                                      -13-
<PAGE>

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

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

3.3     REASONABLE CHARGES FOR TRANSFER OR EXCHANGE

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

3.4     OWNERSHIP OF WARRANTS

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

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

3.5     ASSUMPTION BY TRANSFEREE

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

                                   ARTICLE 4
                              EXERCISE OF WARRANTS

4.1     EXERCISE

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

                                      -14-
<PAGE>

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

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

        (b)     the Warrant Certificate evidencing such Warrants; and

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

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

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

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

4.2     EFFECT OF EXERCISE

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

                                      -15-
<PAGE>

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

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

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

4.3     NO FRACTIONAL COMMON SHARES

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

4.4     RECORDING

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

4.5     SECURITIES RESTRICTIONS

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

                                      -16-
<PAGE>

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

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

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

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

4.6     EXPIRATION OF WARRANTS

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

                                   ARTICLE 5
                                   ADJUSTMENTS

5.1     DEFINITIONS

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

                                      -17-
<PAGE>

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

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

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

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

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

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

                                      -18-
<PAGE>

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

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

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

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

5.2     ADJUSTMENT OF EXCHANGE RATE

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

                                      -19-
<PAGE>

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

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

5.3     ADJUSTMENT OF EXERCISE PRICE

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

                                      -20-
<PAGE>

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

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

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

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

        (c)     evidences of indebtedness; or

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

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

                                      -21-
<PAGE>

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

5.4     ADJUSTMENT RULES

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

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

                                      -22-
<PAGE>

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

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

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

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

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

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

                                      -23-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                      -24-
<PAGE>

                                   ARTICLE 6
                                    COVENANTS

6.1     GENERAL COVENANTS

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

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

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

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

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

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

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

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

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

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

                                      -25-
<PAGE>

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

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

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

6.2     TRUSTEE'S REMUNERATION AND EXPENSES

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

6.3     PERFORMANCE OF COVENANTS BY TRUSTEE

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

                                      -26-
<PAGE>

6.4     SECURITIES QUALIFICATION REQUIREMENTS

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

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

                                   ARTICLE 7
                                   ENFORCEMENT

7.1     WARRANTHOLDERS MAY NOT SUE

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

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

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

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

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

                                      -27-
<PAGE>

7.2     TRUSTEE MAY INSTITUTE ALL PROCEEDINGS

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

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

7.3     IMMUNITY OF SHAREHOLDERS, ETC.

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

7.4     LIMITATION OF LIABILITY

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

                                   ARTICLE 8
                           MEETINGS OF WARRANTHOLDERS

8.1     RIGHT TO CONVENE MEETINGS

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

                                      -28-
<PAGE>

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

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

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

8.2     NOTICE

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

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

8.3     CHAIRMAN

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

8.4     QUORUM

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

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

                                      -29-
<PAGE>

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

8.5     POWER TO ADJOURN

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

8.6     SHOW OF HANDS

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

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

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

8.7     VOTING

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

(2)     A proxy need not be a Warrantholder.

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

8.8     REGULATIONS

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

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

                                      -30-
<PAGE>

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

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

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

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

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

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

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

8.9     KINROSS, TRUSTEE AND COUNSEL MAY BE REPRESENTED

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

8.10    POWERS EXERCISABLE BY EXTRAORDINARY RESOLUTION

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

                                      -31-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

8.11    MEANING OF "EXTRAORDINARY RESOLUTION"

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

                                      -32-
<PAGE>

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

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

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

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

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

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

8.12    POWERS CUMULATIVE

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

8.13    MINUTES

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

                                      -33-
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chairman of the meeting at which such resolutions were passed or such
proceedings were taken, will be PRIMA FACIE evidence of the matters therein
stated, and, until the contrary is proved, every such meeting in respect of the
proceedings of which minutes have been so made, entered and signed will be
deemed to have been duly convened and held, and all resolutions passed and
proceedings taken thereat to have been duly passed and taken.

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

8.14    INSTRUMENTS IN WRITING

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

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

8.15    BINDING EFFECT OF RESOLUTIONS

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

8.16    HOLDINGS BY KINROSS AND SUBSIDIARIES DISREGARDED

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

                                      -34-
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registration and denomination of any Warrants held by Kinross or by any
affiliate of Kinross.

                                   ARTICLE 9
               SUPPLEMENTAL INDENTURES AND SUCCESSOR CORPORATIONS

9.1     PROVISION FOR SUPPLEMENTAL INDENTURES FOR CERTAIN PURPOSES

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

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

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

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

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

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

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

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

                                      -35-
<PAGE>

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

9.2     SUCCESSOR CORPORATIONS

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

                                   ARTICLE 10
                             CONCERNING THE TRUSTEE

10.1    TRUST INDENTURE LEGISLATION

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

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

10.2    TRUSTEE'S AUTHORITY TO CARRY ON BUSINESS

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

10.3    RIGHTS AND DUTIES OF TRUSTEE

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

                                      -36-
<PAGE>

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

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

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

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

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

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

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

10.4    EVIDENCE, EXPERTS AND ADVISERS

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

                                      -37-
<PAGE>

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

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

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

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

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

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

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

10.5    DOCUMENTS, MONEY, ETC. HELD BY TRUSTEE

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

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

                                      -38-
<PAGE>

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

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

10.6    ACTION BY TRUSTEE TO PROTECT INTERESTS

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

10.7    TRUSTEE NOT REQUIRED TO GIVE SECURITY

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

10.8    PROTECTION OF TRUSTEE

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

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

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

                                      -39-
<PAGE>

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

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

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

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

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

10.9    REPLACEMENT OF TRUSTEE

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

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

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

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

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

                                      -40-
<PAGE>

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

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

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

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

(10)    A Warrant Certificate certified but not delivered by a predecessor
Trustee may be delivered by the new or successor Trustee in the name of the
predecessor Trustee or successor Trustee. 10.10 CONFLICT OF INTEREST

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

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

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

                                      -41-
<PAGE>

10.11   ACCEPTANCE OF TRUSTS

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

                                   ARTICLE 11
                                     GENERAL

11.1    NOTICE TO KINROSS AND TRUSTEE

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

(a)     If to Kinross:

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

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

(b)     If to the Trustee:

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

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

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

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

                                      -42-
<PAGE>

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

11.2    NOTICE TO WARRANTHOLDERS

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

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

11.3    SATISFACTION AND DISCHARGE OF INDENTURE

        On the earlier of:

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

        (b)     the Expiry Time;

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

                                      -43-
<PAGE>

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

11.4    SOLE BENEFIT OF PARTIES AND WARRANTHOLDERS

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

11.5    DISCRETION OF DIRECTORS

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

11.6    COUNTERPARTS AND FORMAL DATE

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

11.7    LANGUAGE

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

11.8    ASSIGNMENT

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

                                      -44-
<PAGE>

11.9    BENEFIT OF THE AGREEMENT

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

11.10   INDENTURE TO PREVAIL

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

11.11   FURTHER ASSURANCES

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

11.12   WAIVER

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

                                      -45-
<PAGE>

11.13   SEVERABILITY

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

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


                                           KINROSS GOLD CORPORATION


                                           By:   "Brian Penny"
                                           -------------------------------------
                                           Name:  Brian Penny
                                           Title: CFO

                                           COMPUTERSHARE TRUST COMPANY OF CANADA


                                           By:   "Kathy Hillis"
                                           -------------------------------------
                                           Name:  Kathy Hillis
                                           Title: Professional, Corporate Trust

                                           By:   "Cheryl Davidson"
                                           -------------------------------------
                                           Name:  Cheryl Davidson
                                           Title: Administrator, Corporate Trust

                                      -46-
<PAGE>

                             APPENDIX 1 TO INDENTURE
                           FORM OF WARRANT CERTIFICATE



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

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

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

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

                          (FORM OF WARRANT CERTIFICATE)

Certificate No.:                                     No. of Warrants:
                -----------                                           ----------

                                                               CUSIP 496902 13 1

                                    WARRANTS
                             EXERCISABLE TO ACQUIRE
                                  COMMON SHARES
                                       OF
                            KINROSS GOLD CORPORATION

<PAGE>

           (Amalgamated under the BUSINESS CORPORATIONS ACT (Ontario))

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

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

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

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

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

                                      -ii-
<PAGE>

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

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

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

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

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

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

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

                                     -iii-
<PAGE>

register if such transfer would constitute a violation of the securities laws of
any jurisdiction or require Kinross to qualify the Common Shares for
distribution in any jurisdiction other than the Qualifying Jurisdictions.

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

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

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

                                                  KINROSS GOLD CORPORATION

                                                  By:
                                                      --------------------------
                                                      Name:
                                                      Title:

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

                                                  COMPUTERSHARE TRUST COMPANY OF
                                                  CANADA, AS TRUSTEE
                                                  By:
                                                      --------------------------
                                                      Authorized Signing Officer



                                                  Date:
                                                      --------------------------

                                      -iv-
<PAGE>

                                   APPENDIX 1

                               NOTICE OF EXERCISE

To:             KINROSS GOLD CORPORATION

And To:         COMPUTERSHARE TRUST COMPANY OF CANADA

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

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

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

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

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

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

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

<PAGE>

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

DATED this                    day of                       ,                 .
           ------------------        ----------------------  ---------------


                                       )
                                       )
                                       )
- -------------------------------------  )     -----------------------------------
Witness                                )     Signature of Registered Holder

                                             -----------------------------------
                                             Name of Registered Holder


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

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

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

                                      -11-
<PAGE>

                                   APPENDIX 2

                                FORM OF TRANSFER

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

                  Name:
                           -----------------------------------

                  Address:
                           -----------------------------------


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

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

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


DATED this                    day of                       ,                 .
           ------------------        ----------------------  ---------------


                                          )
                                          )
                                          )
- ----------------------------------------  )     --------------------------------
Witness of Transferor must be guaranteed  )     Signature of Transferor

                                                --------------------------------
                                                Name of Transferor

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

<PAGE>

                             APPENDIX 2 TO INDENTURE


                              INTENTIONALLY DELETED

<PAGE>

                             APPENDIX 3 TO INDENTURE


                    FORM OF DECLARATION FOR REMOVAL OF LEGEND


TO:         Computershare Trust Company of Canada

            as registrar and transfer agent
            for Warrants and Shares of
            Kinross Gold Corporation

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



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

Dated: ____________________

                                          By:___________________________________
                                              Name:
                                              Title:

<PAGE>

                             APPENDIX 4 TO INDENTURE


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



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

- - and to -

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

Dear Sirs:

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

        We hereby confirm that:

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

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

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

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

<PAGE>

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

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

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

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

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

                                            ____________________________________
                                            (Name of Purchaser)


                                            By: ________________________________
                                                Name:
                                                Title:

                                                Address:

                                      -ii-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>6
<FILENAME>tex99_5-5607.txt
<DESCRIPTION>EX-99.5
<TEXT>
<PAGE>

                                                                          Page 2
                                                 40 King Street West, 52nd Floor
                                                             Toronto, ON M5H 3Y2
                                                                 www.kinross.com
                                                               Tel: 416 365 5123
                                                               Fax: 416 363 6622
KINROSS [LOGO]                                           Toll Free: 866-561-3636
- --------------------------------------------------------------------------------
                                                                   PRESS RELEASE




                  BOB BUCHAN TO RESIGN FROM BOARD OF DIRECTORS


MARCH 31, 2005...TORONTO, ONTARIO - KINROSS GOLD CORPORATION'S (TSX-K; NYSE-KGC)
("Kinross" or the "Company") Board of Directors announce with regret that it has
accepted Bob Buchan's resignation from Kinross' Board, effective March 31, 2005.
This allows Bob to devote the time and commitment that is required when assuming
a new role while eliminating any potential future conflict of interest. John
Oliver, Kinross' Chairman, said today, "Bob has been an integral member of our
Board since its inception in May 1993 and his leadership and business expertise
were significant contributions to the Company." Mr. Oliver will remain Chairman
of the Board and Tye Burt, Kinross' newly appointed President and CEO, has
recently been elected to the Board.

The Board would like to thank Bob again for all of his hard work in building and
growing the Company to be the major gold mining producer that it is today. Bob's
ability to grow the Company through strategic acquisitions despite unfavourable
gold prices during the bulk of its history has demonstrated his keen business
acumen.

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

For additional information, e-mail INFO@KINROSS.COM or contact:

CHRISTOPHER T. HILL                         TRACEY M. THOM
VICE PRESIDENT                              MANAGER
INVESTOR RELATIONS                          INVESTOR RELATIONS
Tel. (416) 365-7254                         Tel. (416) 365-1362


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
