<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>

                                  FORM 51-102F3
                             MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF COMPANY

        Kinross Gold Corporation ("Kinross" or the "Company"),
        52nd Floor, 40 King St. West,
        Toronto, ON M5H 3Y2

ITEM 2. DATE OF MATERIAL CHANGE

        November 6, 2006.

ITEM 3. NEWS RELEASE

        A news release with respect to the material change referred to in this
        report was issued jointly by Kinross Gold Corporation ("KINROSS") and
        Bema Gold Corporation ("BEMA") on November 6, 2006 and was disseminated
        through Canada Newswire.

ITEM 4. SUMMARY OF MATERIAL CHANGE

        On November 6, 2006, Kinross and Bema entered into an agreement
        (together with the schedules thereto, the "AGREEMENT") with respect to
        the proposed business combination of Kinross and Bema. It is anticipated
        that the business combination will be effected under a statutory plan of
        arrangement of Bema pursuant to which the holders of Bema common shares
        will receive 0.441 of a Kinross common share plus $0.01 in cash in
        exchange for each Bema common share (the "TRANSACTION").

        Upon completion of the Transaction, current Kinross shareholders will
        own approximately 61% of Kinross and Bema shareholders will own
        approximately 39% of Kinross (assuming exercise of all of the
        outstanding Bema options and conversion of the outstanding Bema
        convertible debentures).

ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE

        On November 6, 2006, Kinross and Bema entered into the Agreement with
        respect to the proposed business combination of Bema and Kinross. It is
        anticipated that the business combination will be effected under a
        statutory plan of arrangement of Bema pursuant to which the holders of
        Bema common shares will receive 0.441 of a Kinross common share plus
        $0.01 in cash in exchange for each Bema common share.

        Upon completion of the Transaction, current Kinross shareholders will
        own approximately 61% of Kinross and current Bema shareholders will own
        approximately 39% of Kinross (assuming exercise of all of the
        outstanding Bema options and conversion of the outstanding Bema
        convertible debentures).

<PAGE>

        THE AGREEMENT

        A summary of the principal terms of the Agreement is set out below. This
        summary does not purport to be complete and is qualified in its entirety
        by reference to the Agreement, a copy of which has been filed on SEDAR.
        Although the Agreement is intended to bind the parties, it is intended
        that a definitive agreement setting out the mechanics for completing the
        Transaction (the "DEFINITIVE AGREEMENT") will be negotiated in good
        faith between the parties and will supersede the Agreement. Capitalized
        terms used but not otherwise defined herein have the meanings set out in
        the Agreement.

        Subject to the terms of the Agreement, the following matters will be
        effected under a statutory plan of arrangement of Bema and under related
        or ancillary documents:

        (a) Bema Shareholders will receive 0.441 of a Kinross Common Share plus
        $0.01 in cash (the "SHARE CONSIDERATION") for each Bema Common Share
        held;

        (b) outstanding Bema Warrants (or any Kinross replacement warrant issued
        in substitution therefor) will entitle the holder thereof to receive
        upon the exercise, exchange or conversion thereof, the Share
        Consideration or 0.441 of a Kinross Common Share plus that portion of a
        Kinross Common Share that has a fair market value equal to approximately
        $0.01 in cash in lieu of one Bema Common Share and on the same other
        terms and conditions as the original Bema Warrant;

        (c) outstanding Bema Options (and/or the Bema Option Plan) shall be
        amended to provide for (A) acceleration of vesting upon the change of
        control, and (B) exercise by any Bema employee or director who is
        terminated or ceases to be a director within 18 months following the
        Effective Time of his/her options during the period ending on the first
        to occur of (x) one year following termination of employment or ceasing
        to be a director, and (y) the expiry of the relevant Bema Option. Each
        outstanding Bema Option shall entitle the holder to receive upon
        exercise, 0.441 of a Kinross Common Share plus that portion of a Kinross
        Common Share that has a fair market value equal to approximately $0.01
        in cash in lieu of one Bema Common Share and on the same other terms and
        conditions as the original Bema Option. Alternatively, Kinross may issue
        options to replace the Bema Options, with terms and conditions
        substantially as described above;

        (d) Bema (or a subsidiary of Bema) will transfer certain assets to a new
        company to be established by management of Bema ("NEWCO") for aggregate
        consideration of US$20 million and Kinross (or a subsidiary of Kinross
        or Bema) will grant Newco an option to purchase the shares of
        Consolidated Puma Minerals Corp. held indirectly by Bema; and

        (e) Kinross, Bema and Newco shall negotiate separate agreements to be
        entered into by Kinross and Newco on or before the Closing Date in
        respect of Newco's and Kinross' respective interests in certain Russian
        exploration properties and the Kupol East and West exploration licenses.

        CONDITIONS TO THE TRANSACTION


                                       -2-

<PAGE>

        The conditions in the Agreement include, among other things, the
        satisfaction by Kinross and Bema pursuant to their respective due
        diligence investigations that there are no facts with respect to the
        other party that would have a Material Adverse Effect on the other party
        that has not been disclosed in documents filed on SEDAR, the approval of
        the Transaction by not less than two-thirds of the votes cast by
        shareholders of Bema present in person or by proxy at a special meeting
        of shareholders of Bema and by a majority of votes cast in respect of
        the Transaction by shareholders present in person or by proxy at such
        meeting, excluding votes cast by those shareholders required to be
        excluded pursuant to the minority approval provisions of applicable
        securities laws, and the receipt by each of Kinross and Bema of required
        regulatory and other third party approvals.

        REPRESENTATIONS, WARRANTIES AND COVENANTS

        The Agreement contains customary representations and warranties from
        both parties, relating to among other things the business, operations
        and properties of the parties.

        NO SOLICITATION

        Until the Termination Date, Bema agrees that neither it nor its
        affiliates, advisors or representatives (including any person or entity,
        directly or indirectly, through one or more intermediaries, controlled
        by or under common control with Bema) will, directly or indirectly, (i)
        solicit or otherwise facilitate (including by way of furnishing
        information), initiate, encourage, engage in or respond to any inquiries
        or proposals regarding an Acquisition Proposal, (ii) encourage or
        participate in any discussions or negotiations regarding any Acquisition
        Proposal, (iii) agree to, approve or recommend an Acquisition Proposal,
        (iv) withdraw, modify or qualify, or propose publicly to withdraw,
        modify or qualify, in any manner, the approval or recommendation of the
        Bema board of directors or any committee thereof of the Agreement; (v)
        approve or recommend, or remain neutral with respect to, or propose
        publicly to approve or recommend, or remain neutral with respect to, any
        Acquisition Proposal (it being understood that publicly taking no
        position or a neutral position with respect to an Acquisition Proposal
        until 15 calendar days following the formal commencement of such
        Acquisition Proposal shall not be considered to be in violation of this
        provision), or (vi) enter into any agreement related to an Acquisition
        Proposal; provided, however, that subject as hereinafter provided,
        nothing shall prevent Bema from furnishing non-public information to, or
        entering into a confidentiality agreement and/or participating in
        discussions or negotiations with, any person in response to a bona fide
        unsolicited written Acquisition Proposal that is submitted by such
        person after the date hereof which is not withdrawn if (A) the directors
        of Bema conclude in good faith, based on information then available and
        after consultation with Bema's financial advisors that such Acquisition
        Proposal constitutes a Superior Proposal or could reasonably be expected
        to result in a Superior Proposal; and (B) prior to providing any
        non-public information to such person in connection with such
        Acquisition Proposal, the Bema board of directors receives from such
        person an executed confidentiality agreement which includes a standstill
        provision that restricts such person from acquiring, or publicly
        announcing an intention to acquire, any securities or assets of Bema
        (other than pursuant to a Superior Proposal) for a period of not less
        than one year from the date of such confidentiality agreement and Bema
        sends a copy of any such


                                       -3-

<PAGE>

        confidentiality agreement to Kinross promptly upon its execution and
        promptly provides Kinross a list of, or in the case of information that
        was not previously made available to Kinross, copies of, any information
        provided to such person.

        Bema shall advise Kinross of any current Acquisition Proposal and Bema
        shall promptly (and in any event within 24 hours) notify Kinross, first
        orally and then in writing, of any future Acquisition Proposal which any
        director, senior officer or agent thereof is or becomes aware of, any
        amendment to any such proposal or any request for non-public information
        relating to Bema or the Bema Subsidiaries.

        SUPERIOR PROPOSAL

        Bema or the directors thereof may take any action that is prohibited by
        subsections (iii), (iv), (v) or (vi) under the heading "No Solicitation"
        above in respect of any Acquisition Proposal only if:

        (a) the Acquisition Proposal constitutes a Superior Proposal;

        (b) such Acquisition Proposal is in writing and Kinross has been
        provided with a copy of the document containing such Superior Proposal;

        (c) five business days have elapsed from the date on which Kinross
        received written notice of the determination of Bema or the directors
        thereof to accept, approve or recommend or to enter into an agreement in
        respect of such Superior Proposal;

        (d) in the event that Kinross has proposed to amend the Agreement during
        the five business day period referred to above, the Bema board of
        directors (after receiving advice from its financial advisors and
        outside legal counsel) shall have determined in good faith that the
        Acquisition Proposal continues to constitute a Superior Proposal after
        taking into account such amendments;

        (e) Bema's board of directors, after consultation with outside legal
        counsel, determines in good faith that the failure to take such action
        would be inconsistent with its fiduciary duties under all applicable
        Laws; and

        (f) Bema has terminated the Agreement in accordance with its terms and
        Bema has made the payment contemplated by, and in accordance with, the
        Agreement.

        TERMINATION FEE AND EXPENSE REIMBURSEMENT

        In the event that: (i) Bema terminates the Agreement as contemplated
        above under the heading "Superior Proposal"; (ii) Bema or Kinross
        terminate the Agreement because the Definitive Agreement is not executed
        by December 18, 2006 and, within 45 days following the effective date of
        such termination, Bema or its board of directors accepts, approves or
        recommends, or enters into an agreement with respect to, an Acquisition
        Proposal; or (iii) an Acquisition Proposal (a "PENDING BEMA ACQUISITION
        PROPOSAL") shall have been publicly announced and such Pending Bema
        Acquisition Proposal shall not have been publicly withdrawn prior to the
        Bema Meeting, if any, and, thereafter the Bema Required Vote shall not
        have been obtained (including if the Meeting is not held) and Bema
        completes such Pending Bema Acquisition Proposal within 12 months


                                       -4-

<PAGE>

        following the Completion Deadline, (any such event being a "TRIGGERING
        EVENT"), then Bema shall pay Kinross an amount in cash equal $79
        million.

        In the event that the Agreement is terminated by Kinross pursuant to
        Section (b) under the heading "Termination" below, Bema shall pay to
        Kinross the reasonable documented expenses of Kinross and its affiliates
        incurred in connection with the transactions contemplated by the
        Agreement not to exceed $7.5 million.

        In the event that the Agreement is terminated by Bema pursuant to
        Section (c) under the heading "Termination" below, Kinross shall pay to
        Bema the reasonable documented expenses of Bema and its affiliates
        incurred in connection with the transactions contemplated by the
        Agreement not to exceed $7.5 million

        TERMINATION

        The Agreement may be terminated:

        (a) by either Bema or Kinross (i) subject to the terms of the Agreement,
        as contemplated above under the heading "Superior Proposal", or (ii) if
        the Definitive Agreement is not executed by December 18, 2006;

        (b) by Kinross if Kinross is not in material breach of its obligations
        under the Agreement and Bema breaches any of its representations,
        warranties, covenants or agreements contained in the Agreement, which
        breach would give rise to the failure of a condition set forth in the
        relevant provisions of the Agreement; and

        (c) by Bema if Bema is not in material breach of its obligations under
        the Agreement and Kinross breaches any of its representations,
        warranties, covenants or agreements contained in the Agreement, which
        breach would give rise to the failure of a condition set forth in the
        relevant provisions of the Agreement.

        Furthermore, the Agreement shall be deemed to be terminated upon payment
        by Bema of the termination fee to Kinross pursuant to a Triggering
        Event.

        BOARD OF DIRECTORS

        Kinross will include an individual designated by Bema as one of the
        nominees proposed by Kinross for election to the board of directors of
        Kinross at the next annual meeting of shareholders of Kinross. Such
        individual shall have "observer" status on the Kinross board of
        directors from the effective date of the Transaction until the next
        annual meeting of shareholders of Kinross.

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

        N/A

ITEM 7. OMITTED INFORMATION

        N/A


                                       -5-

<PAGE>

ITEM 8. EXECUTIVE OFFICER

        Ms. Shelley M. Riley
        Vice President, Administration and Corporate Secretary
        Telephone: (416) 365-5198
        Facsimile: (416) 365-0237

ITEM 9. DATE OF REPORT

        November 16, 2006


                                       -6-
</TEXT>
</DOCUMENT>
