<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>ex99-2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<PAGE>

                                                                  Execution Copy

                                 [KINROSS LOGO]

November 6, 2006

Bema Gold Corporation
Suite 3100, Three Bentall Centre
595 Burrard Street
P.O. Box 49143
Vancouver, BC V7X 1J1

Attention: Clive T. Johnson
           Chairman, President and Chief Executive Officer
----------------------------------------------------------

This letter agreement (the "Agreement") is to set out our agreement with respect
to the proposed business combination of Kinross Gold Corporation, a corporation
existing under the OBCA ("Kinross") and Bema Gold Corporation, a corporation
existing under the CBCA ("Bema") pursuant to a transaction whereby, among other
things, the holders of common shares of Bema ("Bema Common Shares") will receive
for each one Bema Common Share held 0.441 of a Kinross Common Share (as defined
below) plus $0.01 in cash (collectively, the "Share Consideration").

Although this Agreement is intended to bind the parties, it is intended that a
definitive agreement (together with any ancillary agreement(s), the "Definitive
Agreement") providing for the transactions contemplated herein and containing
substantially similar (in all material respects) terms, conditions, covenants,
representations and warranties to those contained herein (excluding subparagraph
9(a)) will be negotiated in good faith between Bema and Kinross, which
Definitive Agreement will supersede this Agreement.

While we anticipate that the transactions contemplated herein will be structured
as a plan of arrangement, the ultimate form and mechanics of the transactions
contemplated herein will be mutually determined by Kinross and Bema based on
tax, securities and corporate law and other considerations. Unless otherwise
stated, all references to amounts of money herein are expressed in lawful money
of Canada.

1.   DEFINITIONS:

     (a)    "Acquisition Proposal" means, in respect of Bema or any Material
            Bema Subsidiary, any bona fide inquiry or proposal (written or oral)
            made by a third party regarding any merger, amalgamation, share
            exchange, business combination, take-over bid, sale or other
            disposition of all or substantially all of its respective assets, or
            sale or other disposition of any of the Bema properties listed on
            Schedule A, any recapitalization, reorganization, liquidation,
            material sale or issue of treasury securities or rights therein or
            thereto or rights or options to acquire any material number of
            treasury securities or any type of similar

<PAGE>

                                                                               2


            transaction which would, or could, in any case, constitute a de
            facto acquisition or change of control of Bema or any Material Bema
            Subsidiary or would or could, in any case, result in the sale or
            other disposition of all or substantially all of the assets of Bema
            or any Material Bema Subsidiary;

     (b)    "Agreement" means this letter agreement, together with the schedules
            attached hereto, as amended or supplemented from time to time;

     (c)    "AIM" means the AIM market operated by the London Stock Exchange
            plc;

     (d)    "Antitrust Law" means the Hart-Scott-Rodino Antitrust Improvements
            Act of 1976, as amended, and the rules and regulations thereunder,
            as amended, the Competition Act (Canada), R.S.C. 1985, c.C-34, as
            amended, and any other federal, state, or foreign Law designed or
            intended to regulate competition or investment (foreign or
            otherwise) or to prohibit, restrict or regulate action having the
            purposes or effect of monopolization or restraint of trade;

     (e)    "Arrangement" means an arrangement under the provisions of section
            192 of the CBCA effecting the transactions contemplated herein;

     (f)    "Asset Consideration" has the meaning set out in subparagraph 2(c)
            hereof;

     (g)    "Assets" has the meaning set out in subparagraph 2(c) hereof;

     (h)    "Bema" has the meaning set forth in the introductory paragraph
            hereof;

     (i)    "Bema Common Shares" has the meaning set forth in the introductory
            paragraph hereof;

     (j)    "Bema Disclosure Letter" means the letter of even date herewith
            delivered by Bema to Kinross in a form accepted by and initialled on
            behalf of Kinross with respect to certain matters in this Agreement;

     (k)    "Bema Documents" has the meaning set out in paragraph (v) of
            Schedule J hereof;

     (l)    "Bema Group Companies" means the Bema Subsidiaries and the Bema
            Significant Interest Companies, collectively;

     (m)    "Bema Meeting" means the special meeting, including any adjournments
            or postponements thereof, of the Bema Shareholders to be held, among
            other things, to consider and, if deemed advisable, to approve the
            transactions contemplated herein;

     (n)    "Bema Options" means the outstanding options to purchase an
            aggregate of 21,363,347 Bema Common Shares issued pursuant to the
            Bema Share Option Plans, all as described in Schedule C hereto;

<PAGE>

                                                                               3


     (o)    "Bema Proxy Circular" means the management information circular to
            be prepared by Bema in respect of the Bema Meeting;

     (p)    "Bema Required Vote" means the requisite approval for the
            transactions contemplated herein being (i) not less than 66-2/3
            percent of the votes cast in respect of the transactions
            contemplated herein by Bema Shareholders present in person or by
            proxy at the Bema Meeting, (ii) a majority of votes cast in respect
            of the transactions contemplated herein by Bema Shareholders present
            in person or by proxy at the Bema Meeting, excluding votes cast by
            those Bema Shareholders required to be excluded pursuant to the
            minority approval provisions of the Rules, and (iii) such other
            approval required by the Court or applicable Laws;

     (q)    "Bema Shareholders" means, at any time, the holders of Bema Common
            Shares at such time;

     (r)    "Bema Share Option Plans" means the share option plans of Bema
            described in Schedule C hereto;

     (s)    "Bema Significant Interest Companies" means the corporations
            identified as such in Schedule E attached hereto, collectively;

     (t)    "Bema Subsidiaries" means the corporations identified as such in
            Schedule E attached hereto, collectively;

     (u)    "Bema Warrants" means the warrants and other securities convertible
            or exchangeable into Bema Common Shares, all as described in
            Schedule C hereto;

     (v)    "Business Day" means any day, other than a Saturday, a Sunday or a
            statutory holiday in Toronto, Ontario or Vancouver, British
            Columbia;

     (w)    "Canadian GAAP" means accounting principles generally accepted in
            Canada;

     (x)    "CBCA" means the Canada Business Corporations Act;

     (y)    "Closing Date" means January 30, 2007 or such other date as the
            parties hereto agree to;

     (z)    "Completion Deadline" means the date by which the transactions
            contemplated by this Agreement are to be completed, which date shall
            be March 30, 2007;

     (aa)   "Confidentiality Agreement" means the confidentiality agreement
            dated November 6, 2006 between Kinross and Bema;

     (bb)   "Contaminants" means any pollutant, contaminant or waste of any
            nature, including without limitation, any hazardous waste, hazardous
            substance, hazardous material, toxic substance, dangerous substance,
            dangerous good, or

<PAGE>

                                                                               4


            deleterious substance, as defined, judicially interpreted or
            identified in or for the purposes of any Environmental Laws;

     (cc)   "Court means the Supreme Court of British Columbia;

     (dd)   "de facto acquisition or change of control" means the acquisition,
            directly or indirectly, by any person or group of persons acting
            jointly or in concert, of beneficial ownership of, or control or
            direction over, sufficient voting securities of Bema to permit such
            person or persons to exercise, or to control or direct the voting
            of, 20% or more of the total number of votes attached to all
            outstanding voting securities of Bema, or, in the case of a Material
            Bema Subsidiary, 50% of the total number of votes attached to the
            outstanding voting securities of such Material Bema Subsidiary held
            by Bema;

     (ee)   "Definitive Agreement" means a definitive agreement (together with
            any necessary ancillary agreements) providing for the transactions
            contemplated herein and containing substantially similar (in all
            material respects) terms, conditions, covenants, representations and
            warranties to those contained herein (excluding subparagraph 9(a));

     (ff)   "Definitive Agreement Date" means the date upon which the Definitive
            Agreement is executed by the parties hereto;

     (gg)   "Effective Time" means 12:01 a.m. (Toronto time) on the Closing
            Date;

     (hh)   "Employee" means any individual employed or retained by Bema or any
            of the Bema Subsidiaries on a full-time, part-time or temporary
            basis who provides services to Bema or any of the Bema Group
            Companies, including without limitation, those individuals who are
            on disability leave, parental leave or other permitted absence;

     (ii)   "Employee Plans" has the meaning set out in paragraph (t) of
            Schedule J hereof and includes the Bema Share Option Plans;

     (jj)   "Encumbrance" includes any mortgage, pledge, assignment, charge,
            lien, claim, security interest, adverse interest, other third person
            interest or encumbrance of any kind, whether contingent or absolute,
            and any agreement, option, right or privilege (whether by law,
            contract or otherwise) capable of becoming any of the foregoing;

     (kk)   "Environmental Approvals" means all permits, certificates, licences,
            authorizations, consents, instructions, registrations, directions or
            approvals issued or required by any Governmental Entity pursuant to
            any Environmental Laws;

     (ll)   "Environmental Condition" means the generation, discharge, emission
            or release into the environment (including, without limitation,
            ambient air, surface water,

<PAGE>

                                                                               5


            groundwater or land), spill, receiving, handling, use, storage,
            containment, treatment, transportation, shipment or disposition
            prior to the Closing Date of any Contaminants by any person in
            respect of which remedial action is required under any Environmental
            Laws or as to which any liability is currently or in the future
            imposed upon any person based upon the acts or omissions of any
            person prior to the Closing Date with respect to any Contaminants or
            reporting with respect thereto;

     (mm)   "Environmental Laws" means all applicable Laws, including applicable
            common law and agreements with Governmental Entities, relating to
            the protection of the environment and employee and public health and
            safety, and includes Environmental Approvals;

     (nn)   "Expropriation Event" means any nationalization of any assets, or
            threats to nationalize assets, or any change or proposed change in
            law which may result in a restriction on foreign ownership of assets
            or which may restrict sales of gold, copper or silver or export of
            gold, copper or silver from a country;

     (oo)   "Governmental Entity" means any applicable (i) multinational,
            federal, provincial, territorial, state, regional, municipal, local
            or other government, governmental or public department, central
            bank, court, tribunal, arbitral body, commission, board, bureau or
            agency, domestic or foreign, (ii) subdivision, agency, commission,
            board or authority of any of the foregoing, or (iii)
            quasi-governmental or private body (including any stock exchange or
            Securities Authority) exercising any regulatory, expropriation or
            taxing authority under or for the account of any of the foregoing;

     (pp)   "Kinross" has the meaning set forth in the introductory paragraph
            hereof;

     (qq)   "Kinross Common Shares" means the common shares of Kinross;

     (rr)   "Kinross Disclosure Letter" means the letter of even date herewith
            delivered by Kinross to Bema in a form accepted by and initialled on
            behalf of Bema with respect to certain matters in this Agreement;

     (ss)   "Kinross Documents" has the meaning set out in paragraph (s) of
            Schedule K hereof;

     (tt)   "Kinross Group Companies" means the Kinross Subsidiaries and the
            Kinross Significant Interest Companies collectively;

     (uu)   "Kinross Options" means the outstanding options to purchase an
            aggregate of 3,789,760.16 Kinross Common Shares issued pursuant to
            the Kinross Share Option Plans, all as described in Schedule D
            hereto;

<PAGE>

                                                                               6


     (vv)   "Kinross Share Option Plans" means the share option plans,
            restricted share unit plans and deferred share unit plans of Kinross
            described in Schedule D hereto;

     (ww)   "Kinross Significant Interest Companies" means the corporations
            identified as such in Schedule F attached hereto, collectively;

     (xx)   "Kinross Subsidiaries" means the corporations identified as such in
            Schedule F attached hereto, collectively;

     (yy)   "Kinross Warrants" means the warrants and other securities
            convertible or exchangeable into Kinross Common Shares, all as
            described in Schedule D hereto;

     (zz)   "knowledge of Bema" means the actual knowledge, after due and
            reasonable inquiry, of any of the officers of Bema;

     (aaa)  "knowledge of Kinross" means the actual knowledge, after due and
            reasonable inquiry, of any of the officers of Kinross;

     (bbb)  "Kupol Agreement" has the meaning set out in subparagraph 2(e)
            hereof;

     (ccc)  "Laws" means all laws, by-laws, rules, regulations, orders,
            ordinances, protocols, codes, guidelines, instruments, policies,
            notices, directions and judgments or other requirements of any
            Governmental Entity;

     (ddd)  "Material Adverse Change" means, in respect of Kinross or Bema, any
            one or more changes, events or occurrences including, without
            limitation, an Expropriation Event in a jurisdiction in which it
            carries on business, and "Material Adverse Effect" means, in respect
            of Kinross or Bema, any state of facts which, in either case, either
            individually or in the aggregate are, or would reasonably be
            expected to be, material and adverse to the business, operations,
            results of operations, prospects, properties, assets, liabilities,
            obligations (whether absolute, accrued, conditional or otherwise) or
            condition (financial or otherwise) of Kinross and the Kinross
            Subsidiaries, or Bema and the Bema Subsidiaries, respectively, on a
            consolidated basis, other than any change, event, occurrence or
            state of facts: (i) relating to the global economy or securities
            markets in general; (ii) affecting the worldwide gold mining
            industry in general and which does not have a materially
            disproportionate effect on Kinross and the Kinross Subsidiaries on a
            consolidated basis, or Bema and the Bema Subsidiaries on a
            consolidated basis, respectively; (iii) resulting from changes in
            the price of gold, copper or silver; (iv) relating to the rate at
            which Canadian dollars can be exchanged for United States dollars or
            vice versa; or (v) relating to a change in the market trading price
            of shares of Kinross or Bema, either (A) related to this Agreement
            and the transactions contemplated herein or the announcement
            thereof, or (B) related to such a change in the market trading price
            primarily resulting from a change, effect, event or occurrence
            excluded from the definition of Material

<PAGE>

                                                                               7


            Adverse Change under clauses (i) through (iv) inclusive, and except
            as explicitly stated herein, references in this Agreement to dollar
            amounts are not intended to be, and shall not be deemed to be,
            interpretive of the amount used for the purpose of determining
            whether a "Material Adverse Change" has occurred or whether a state
            of facts exists that has or could have a "Material Adverse Effect"
            and such defined terms and all other references to materiality in
            this Agreement shall be interpreted without reference to any such
            amounts;

     (eee)  "Material Bema Subsidiary" means any Bema Subsidiary that represents
            10% or more of the consolidated assets or consolidated revenues of
            Bema and the Bema Group Companies as shown in the last audited
            financial statements of Bema;

     (fff)  "misrepresentation" has the meaning ascribed thereto in the
            Securities Act (Ontario);

     (ggg)  "National Instrument 43-101" means National Instrument 43-101 -
            Standards of Disclosure for Mineral Projects of the Canadian
            Securities Administrators;

     (hhh)  "Newco" means a corporation to be established under the federal or
            provincial laws of Canada by certain members of Bema's management;

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

     (jjj)  "OBCA" means the Business Corporations Act (Ontario);

     (kkk)  "Pension Plans" has the meaning set out in paragraph (t)(iii) of
            Schedule J hereof;

     (lll)  "Pre-Acquisition Reorganization" has the meaning set out in
            subparagraph 7(w) hereof;

     (mmm)  "Prohibited Payments" mean any offer, gift, payment, promise to pay
            or authorization to pay money or anything of value to or for the use
            or benefit of any government official (including employees and
            directors of government-owned companies and other state
            enterprises), political party, party official, candidate for public
            office or employee of a public international organization in an
            effort to win or retain business or secure any improper advantage,
            except that the term does not include any payment to a government
            official, political party, party official or political candidate
            that is expressly permitted under the written laws of the country
            involved, or any facilitating payment that is made solely to secure
            the provision of routine governmental services;

     (nnn)  "Rules" means Ontario Securities Commission Rule 61-501 and
            Regulation Q-27 of the Autorite des marches financiers;

     (ooo)  "Russian Properties Agreement" has the meaning set out in
            subparagraph 2(d) hereof;

<PAGE>

                                                                               8


     (ppp)  "Sarbanes-Oxley Act" means the United States Sarbanes-Oxley Act of
            2002 and the rules and regulations made thereunder, as now in effect
            or amended from time to time;

     (qqq)  "SEC" means the Securities and Exchange Commission of the United
            States of America;

     (rrr)  "Securities Authorities" means the Ontario Securities Commission and
            the other securities regulatory authorities in the provinces and
            territories of Canada and the SEC, collectively and "Securities
            Authority" means any one of them;

     (sss)  "SEDAR" means The System for Electronic Document Analysis and
            Retrieval, a filing system developed for the Canadian Securities
            Administrators;

     (ttt)  "Share Consideration" has the meaning set out in the introductory
            paragraph hereof;

     (uuu)  "Subsidiary" means, with respect to a specified body corporate, any
            body corporate of which the specified body corporate is entitled to
            elect a majority of the directors thereof and shall include any body
            corporate, partnership, joint venture or other entity over which
            such specified body corporate exercises direction or control or
            which is in a like relation to such a body corporate, excluding any
            body corporate in respect of which such direction or control is not
            exercised by the specified body corporate as a result of any
            existing contract, agreement or commitment, and, in the case of
            Kinross, includes the Kinross Subsidiaries and, in the case of Bema,
            includes the Bema Subsidiaries;

     (vvv)  "Superior Proposal" means a written Acquisition Proposal in respect
            of Bema, if such Acquisition Proposal is not conditional on
            obtaining financing and the directors of Bema have determined, in
            good faith, after consultation with and receiving advice (which may
            include written opinions, a copy of which shall have been provided
            to Kinross) from, as appropriate, the financial, legal and other
            advisors to Bema, to the effect that such Acquisition Proposal
            would, if consummated in accordance with the terms thereof, but
            without assuming away the risk of non-completion, result in a
            transaction that has a value per Bema Common Share that is more
            favourable to Bema Shareholders from a financial point of view than
            that contemplated by this Agreement (including any alterations to
            this Agreement agreed to in writing by Kinross in response thereto
            in accordance with subparagraph 15(a) hereof);

     (www)  "Tax" and "Taxes" means all taxes, assessments, charges, dues,
            duties, rates, fees imposts, levies and similar charges of any kind
            lawfully levied, assessed or imposed by any Governmental Entity,
            including all income taxes (including any tax on or based upon net
            income, gross income, income as specially defined, earnings, profits
            or selected items of income, earnings or profits) and all capital
            taxes, gross receipts taxes, environmental taxes and charges, sales
            taxes, use

<PAGE>

                                                                               9


            taxes, ad valorem taxes, value added taxes, subsoil use or
            extraction taxes and ownership fees, transfer taxes (including,
            without limitation, taxes relating to the transfer of interests in
            real property or entities holding interests therein), franchise
            taxes, licence taxes, withholding taxes, health taxes, payroll
            taxes, employment taxes, Canada or Quebec Pension Plan premiums,
            excise, severance, social security, workers' compensation,
            employment insurance or compensation taxes, mandatory pension and
            other social fund taxes or premium, stamp taxes, occupation taxes,
            premium taxes, property taxes, windfall profits taxes, alternative
            or add-on minimum taxes, goods and services tax, harmonized sales
            tax, customs duties or other taxes, fees, imports, assessments or
            charges or any kind whatsoever, together with any interest and any
            penalties or additional amounts imposed by any taxing authority
            (domestic or foreign) on such entity, and any interest, penalties,
            additional taxes and additions to tax imposed with respect to the
            foregoing;

     (xxx)  "Tax Act" means the Income Tax Act (Canada);

     (yyy)  "Tax Returns" means all returns, schedules, elections, declarations,
            reports, information returns and statements required to be filed
            with any taxing authority relating to Taxes;

     (zzz)  "Termination Date" means the date upon which this Agreement is
            terminated pursuant to the terms of this Agreement;

     (aaaa) "TSX" means the Toronto Stock Exchange;

     (bbbb) "US Tax Code" means The United States Internal Revenue Code of 1986,
            as amended by any successor thereto;

     (cccc) "1933 Act" means the Securities Act of 1933, as amended, of the
            United States of America;

     (dddd) "1934 Act" means the Securities Exchange Act of 1934, as amended, of
            the United States of America; and

     (eeee) "1940 Act" means the Investment Company Act of 1940, as amended, of
            the United States of America.

2.   BASIS OF TRANSACTION:

     Subject to the terms and conditions hereof, the following matters shall be
     effected under the Arrangement and under related or ancillary documents:

     (a)    Bema Common Shares: As at the Effective Time, Bema Shareholders will
            receive the Share Consideration for each one Bema Common Share held.

<PAGE>

                                                                              10


     (b)    Other Bema Securities: As at the Effective Time, each outstanding
            (i) Bema Warrant (or any Kinross replacement warrant issued in
            substitution therefor) shall 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,
            and (ii) Bema Option (and/or the Bema Option Plan) shall be amended
            to provide for (A) acceleration of vesting upon the change of
            control resulting from the transactions contemplated herein, 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 thereof to
            receive upon the exercise thereof 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, amended as provided above (subject to any
            modifications that may be reasonable to meet the requirements of
            subsection 7(1.4) of the Tax Act). Alternatively, Kinross shall
            issue options to replace the Bema Options, provided that such
            options to purchase Kinross Common Shares have terms and conditions
            substantially similar to the original Bema Options, amended as
            provided above (subject to any modifications that may be reasonable
            to meet the requirements of subsection 7(1.4) of the Tax Act).

     (c)    Asset Transfer: At or prior to the Effective Time, Bema, or at the
            option of Kinross, a Subsidiary of Bema will transfer the assets
            listed in Schedule G hereto (the "Assets") to Newco and Kinross, a
            Subsidiary of Kinross or a Subsidiary of Bema will provide Newco
            with the option listed in Schedule G hereto, and as consideration
            (the "Asset Consideration") therefor shall receive from Newco the
            consideration described in Schedule G hereto and the Kinross
            Disclosure Letter.

     (d)    Russian Properties Agreement: Kinross, Bema and Newco shall
            negotiate a separate agreement to be entered into by Kinross and
            Newco on or before the Closing Date, such timing to be at the option
            of Kinross, in respect of Newco's and Kinross' respective interests
            in certain Russian exploration properties (the "Russian Properties
            Agreement") providing for the matters described in Schedule H
            hereto.

     (e)    Kupol Agreement: Kinross, Bema, or at the option of Kinross, a
            Subsidiary of Bema and Newco shall negotiate and on or before the
            Closing Date, such timing to be at the option of Kinross, enter into
            a separate agreement in respect of Kupol (the "Kupol Agreement")
            providing for the matters described in Schedule I hereto.

<PAGE>

                                                                              11


     (f)    Board of Directors: Kinross will select one Bema nominee to be
            included in the nominees to be put forward by management of 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 Closing
            Date until the next annual meeting of shareholders of Kinross.

     (g)    Tax Rollover: Each of Kinross and Bema shall (i) structure the
            transactions contemplated herein to provide Bema Shareholders who
            are persons resident in Canada for the purposes of the Tax Act
            (other than such persons who are exempt from tax under the Tax Act)
            and partnerships at least one partner of which is such a person with
            a tax deferred rollover, (ii) use all reasonable efforts to
            structure the transactions contemplated herein in such a manner that
            the portion of the gain attributable to the Kinross Common Shares
            received by Bema Shareholders would be considered eligible for a
            rollover for United States tax purposes, and (iii) structure the
            transactions contemplated herein to provide a tax deferred rollover
            for holders of Bema Options who received such options in the
            capacity of being an employee of Bema for purposes of the Tax Act.

3.   DEFINITIVE AGREEMENT:

Kinross and Bema agree to negotiate in good faith and use their best efforts to
enter into the Definitive Agreement as soon as practicable and in any case on or
before December 18, 2006. The Definitive Agreement shall be in form and
substance satisfactory to each of Kinross and Bema, acting reasonably, and shall
include more specific terms regarding the structure of, and mechanics for
completing, the transactions contemplated herein, as well as substantially
similar (in all material respects) terms, conditions, covenants, representations
and warranties to those (other than subparagraph 9(a)) contained in this
Agreement.

4.   REPRESENTATIONS AND WARRANTIES OF BEMA:

Bema hereby makes the representations and warranties set out in Schedule J
hereto to and in favour of Kinross and acknowledges that Kinross is relying upon
such representations and warranties in connection with the matters contemplated
by this Agreement and agreeing to complete the transactions contemplated herein.

5.   REPRESENTATIONS AND WARRANTIES OF KINROSS:

Kinross hereby makes the representations and warranties set out in Schedule K
hereto to and in favour of Bema and acknowledges that Bema is relying upon such
representations and warranties in connection with the matters contemplated by
this Agreement and agreeing to complete the transactions contemplated herein.

6.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES:

The representations and warranties contained in this Agreement shall survive the
execution and delivery of this Agreement and shall expire and be terminated and
extinguished on the Definitive

<PAGE>

                                                                              12


Agreement Date. Any investigation by Kinross and its advisors shall not
mitigate, diminish or affect the representations and warranties of Bema
contained in this Agreement. Any investigation by Bema and its advisors shall
not mitigate, diminish or affect the representations and warranties of Kinross
contained in this Agreement.

7.   COVENANTS OF BEMA:

Bema hereby covenants and agrees with Kinross as follows:

     (a)    Bema Meeting. Bema will convene the Bema Meeting for the purpose of
            considering the transactions contemplated herein to be held as soon
            as reasonably practicable and, in any event, by no later than
            January 25, 2007 or such later date as may be mutually agreed upon.

     (b)    Bema Proxy Circular. As promptly as reasonably practicable, Bema
            shall prepare the Bema Proxy Circular, together with any other
            documents required by applicable Laws and the rules and policies of
            any applicable stock exchange in connection with the approval of the
            transactions contemplated herein, and Bema shall provide Kinross
            with a reasonable opportunity to review and comment on the Bema
            Proxy Circular and all such other documents and the Bema Proxy
            Circular and all such other documents shall be reasonably
            satisfactory to Kinross before they are filed or distributed to the
            shareholders of Bema. Bema shall ensure that the Bema Proxy Circular
            and all such other documents comply with all applicable Laws and the
            requirements of any applicable stock exchange and, without limiting
            the generality of the foregoing, shall ensure that the Bema Proxy
            Circular and all such other documents do not contain any
            misrepresentation (other than with respect to any information
            relating to and provided by Kinross).

     (c)    Solicitation of Proxies. Subject to the terms of this Agreement,
            Bema shall (i) take all lawful action to solicit proxies in favour
            of the transactions contemplated herein; (ii) recommend to all Bema
            Shareholders that they vote in favour of the transactions
            contemplated herein; (iii) publicly reconfirm such recommendation
            upon the reasonable request of Kinross; and (iv) not withdraw,
            modify or qualify (or publicly propose to or publicly state that it
            intends to withdraw, modify or qualify) in any manner adverse to
            Kinross such recommendation except as explicitly permitted in
            paragraph 15 hereof.

     (d)    Proceedings. In a timely and expeditious manner, Bema and Bema
            Subsidiaries shall take all such actions and do all such acts and
            things as are contemplated herein to be taken or done by Bema and
            Bema Subsidiaries, as applicable.

     (e)    Copy of Documents. Except for proxies and other non-substantive
            communications, Bema shall furnish promptly to Kinross a copy of
            each notice, report, schedule or other document or communication
            delivered, filed or received by Bema in connection with this
            Agreement, the transactions contemplated herein or the Bema Meeting
            or any other meeting at which all Bema Shareholders are

<PAGE>

                                                                              13


            entitled to attend, any filings made under any applicable Laws and
            any dealings or communications with any Governmental Entity,
            Securities Authority or stock exchange in connection with, or in any
            way affecting, the transactions contemplated by this Agreement.

     (f)    Usual Business. Other than in connection with completing the
            transactions contemplated herein or as disclosed in the Bema
            Disclosure Letter, Bema shall, and shall cause the Bema Subsidiaries
            to, and shall use its reasonable commercial efforts to cause the
            Bema Significant Interest Companies to, conduct business only in,
            and not take any action except in, the usual, ordinary and regular
            course of business and consistent with past practices.

     (g)    Certain Actions Prohibited. Other than as disclosed in the Bema
            Disclosure Letter or in contemplation of or as required to give
            effect to the transactions contemplated herein, Bema shall not (and
            shall ensure that the Bema Subsidiaries do not), without the prior
            written consent of Kinross, which consent shall not be unreasonably
            withheld or delayed, directly or indirectly do or permit to occur
            any of the following:

            (i)    issue, sell, pledge, lease, dispose of, encumber or create
                   any Encumbrance on or agree to issue, sell, pledge, lease,
                   dispose of, or encumber or create any Encumbrance on, or
                   permit a Bema Subsidiary to issue, sell, pledge, lease,
                   dispose of, encumber or create any Encumbrance on or agree to
                   issue, sell, pledge, lease, dispose of, or encumber or create
                   any Encumbrance on, any shares of, or any options, warrants,
                   calls, conversion privileges or rights of any kind to acquire
                   any shares of, Bema or any of the Bema Subsidiaries or any of
                   the shares representing Bema's interest in the Bema
                   Significant Interest Companies, other than the issue of Bema
                   Common Shares pursuant to the exercise of the Bema Options or
                   the Bema Warrants issued and outstanding on the date hereof
                   in accordance with their terms as of the date hereof;

            (ii)   other than in the ordinary and regular course of business
                   consistent with past practice, in respect of rights,
                   properties or assets that are not, either individually or in
                   the aggregate, material to Bema, or pursuant to obligations
                   or rights disclosed in the Bema Disclosure Letter (to the
                   extent such rights have been exercised or initiated by other
                   persons), sell, lease or otherwise dispose of, or permit any
                   of the Bema Subsidiaries to sell, lease or otherwise dispose
                   of, any material property or assets or enter into any
                   agreement or commitment in respect of any of the foregoing;

            (iii)  amend or propose to amend the articles or by-laws (or their
                   equivalent) of Bema or any of the Bema Subsidiaries or any of
                   the terms of the

<PAGE>

                                                                              14


                   Bema Options or the Bema Warrants as they exist at the date
                   of this Agreement;

            (iv)   split, combine or reclassify any of the shares of Bema or any
                   of the Bema Subsidiaries, or declare, set aside or pay any
                   dividend or other distribution payable in cash, securities,
                   property or otherwise with respect to the shares of Bema;

            (v)    redeem, purchase or offer to purchase or permit any of the
                   Bema Subsidiaries to redeem, purchase or offer to purchase,
                   any Bema Common Shares and, other than pursuant to the Bema
                   Share Option Plans, any options or obligations or rights
                   under existing contracts, agreements and commitments;

            (vi)   reorganize, amalgamate or merge Bema or any of the Bema
                   Subsidiaries with any other person other than another Bema
                   Subsidiary;

            (vii)  acquire or agree to acquire any corporation or other entity
                   (or material interest therein) or division of any corporation
                   or other entity;

            (viii) (A) satisfy or settle any claims or disputes which are,
                   individually or in the aggregate, in an amount in excess of
                   $5,000,000 or which constitute a claim between Bema and a
                   Bema Subsidiary or between Bema Subsidiaries; (B) relinquish
                   any contractual rights which are, individually or in the
                   aggregate, in an amount in excess of $5,000,000; or (C) enter
                   into any interest rate, currency or commodity swaps, hedges,
                   caps, collars, forward sales or other similar financial
                   instruments other than in the ordinary and regular course of
                   business and not for speculative purposes;

            (ix)   incur, authorize, agree or otherwise become committed to
                   provide guarantees for borrowed money or incur, authorize,
                   agree or otherwise become committed for any indebtedness for
                   borrowed money in excess of $20,000,000 in the aggregate, or
                   permit any of the Bema Subsidiaries to incur, authorize,
                   agree or otherwise become committed to provide guarantees for
                   borrowed money or incur, authorize, agree or otherwise become
                   committed for any indebtedness for borrowed money;

            (x)    except as required by Canadian GAAP, any other generally
                   accepted accounting principle to which any Bema Group Company
                   may be subject or any applicable Laws, make any changes to
                   the existing accounting practices of Bema or make any
                   material tax election inconsistent with past practice; or

            (xi)   agree or commit to do any of the foregoing.

<PAGE>

                                                                              15


     (h)    Employment Arrangements. Without the prior written consent of
            Kinross, Bema shall not, and shall cause the Bema Subsidiaries not
            to, other than in the ordinary and regular course of business
            consistent with past practice, or pursuant to existing employment
            agreements, termination, compensation or other arrangements or
            policies or pursuant to any Employee Plans or as required by
            applicable Laws, enter into or modify any employment, compensation,
            severance, collective bargaining or similar agreement, pension,
            retirement or employee benefits plan, agreement, policy or
            arrangement with, or grant any bonus, salary increase, option to
            purchase shares, phantom stock option, pension or supplemental
            pension benefit, profit sharing, tax equalization payment,
            retirement allowance, deferred compensation, incentive compensation,
            severance, change of control or termination pay to, or make any loan
            to, any Employee, officer or director of Bema or any of the Bema
            Subsidiaries or any officer or director of any of the Bema
            Significant Interest Companies who is a nominee of Bema.

     (i)    Insurance. Bema shall use its reasonable commercial efforts, and
            shall cause the Bema Subsidiaries to use their reasonable commercial
            efforts, and shall use its reasonable commercial efforts to cause
            the Bema Significant Interest Companies to use their reasonable
            commercial efforts, to cause their respective current insurance (or
            reinsurance) policies not to be cancelled or terminated or any of
            the coverage thereunder to lapse, unless simultaneously with such
            termination, cancellation or lapse, replacement policies
            underwritten by insurance and re-insurance companies of
            internationally recognized standing providing coverage equal to or
            greater than the coverage under the cancelled, terminated or lapsed
            policies for substantially similar premiums are in full force and
            effect.

     (j)    Certain Actions. Bema shall:

            (i)    not take any action, shall cause the Bema Subsidiaries to not
                   take any action, and shall use its reasonable commercial
                   efforts to cause the Bema Significant Interest Companies to
                   not take any action, that would interfere with or be
                   inconsistent with the completion of the transactions
                   contemplated by this Agreement or would render, or that could
                   reasonably be expected to render, any representation or
                   warranty made by Bema in this Agreement untrue or inaccurate
                   at any time prior to the Effective Time if then made; and

            (ii)   promptly notify Kinross of (A) any Material Adverse Change or
                   Material Adverse Effect, or any change, event, occurrence or
                   state of facts which could reasonably be expected to become a
                   Material Adverse Change or to have a Material Adverse Effect,
                   in respect of Bema, (B) any material Governmental Entity or
                   third person complaints, investigations or hearings (or
                   communications indicating that the same may be contemplated),
                   (C) any breach by Bema of any covenant or agreement contained
                   in this Agreement, and (D) any event occurring subsequent to
                   the date hereof that would render any representation or
                   warranty of

<PAGE>

                                                                              16


                   Bema contained in this Agreement, if made on or as of the
                   date of such event or the Effective Date, to be untrue or
                   inaccurate in any material respect.

     (k)    No Compromise. Bema shall not, and shall cause the Bema Subsidiaries
            not to, settle or compromise any claim brought by any present,
            former or purported holder of any securities of Bema in connection
            with the transactions contemplated by this Agreement prior to the
            Effective Time without the prior written consent of Kinross, such
            consent not to be unreasonably withheld or delayed.

     (l)    Contractual Obligations. Except in the ordinary and regular course
            of business and consistent with past practice, and other than as
            required by applicable Laws, Bema shall not, and shall cause the
            Bema Subsidiaries not to, and shall use its reasonable commercial
            efforts to cause the Bema Significant Interest Companies not to,
            enter into, renew or modify in any respect any material contract,
            agreement, lease, commitment or arrangement to which Bema or any of
            the Bema Group Companies is a party or by which any of them is
            bound, except insofar as may be necessary to permit or provide for
            the completion of the Arrangement. Without limiting the generality
            of the foregoing, Bema shall not, and shall cause the Bema
            Subsidiaries not to, enter into any agreement or provide any consent
            or waiver in connection with any transaction or proposed transaction
            involving the purchase and sale of shares of Chukotka Mining and
            Geological Company without the prior written consent of Kinross and
            Bema shall notify Kinross promptly (and in any event within 24
            hours) of any such proposed transaction, first orally and then in
            writing. In the event that Bema or any Bema Subsidiary has a right
            or opportunity to acquire shares of Chukotka Mining Company, Bema
            shall notify Kinross promptly (and in any event within 24 hours) of
            any such event, first orally and then in writing, and, if requested
            by Kinross, use all commercially reasonable efforts to obtain
            financing and acquire such shares.

     (m)    Satisfaction of Conditions. Subject to paragraph 15 hereof, Bema
            shall use all commercially reasonable efforts to satisfy, or cause
            to be satisfied, all conditions precedent to its obligations to the
            extent that the same is within its control and to take, or cause to
            be taken, all other action and to do, or cause to be done, all other
            things necessary, proper or advisable under all applicable Laws to
            complete the transactions contemplated by this Agreement, including
            using its commercially reasonable efforts to:

            (i)    obtain the Bema Required Vote;

            (ii)   obtain all other consents, approvals and authorizations as
                   are required to be obtained by Bema or any of the Bema Group
                   Companies under any applicable Laws or from any Governmental
                   Entity which would, if not obtained, materially impede the
                   completion of the transactions contemplated herein or have a
                   Material Adverse Effect on Bema;

<PAGE>

                                                                              17


            (iii)  effect all necessary registrations, filings and submissions
                   of information requested by Governmental Entities required to
                   be effected by Bema or any of the Bema Group Companies in
                   connection with the transactions contemplated by this
                   Agreement and participate and appear in any proceedings of
                   any party hereto before any Governmental Entity;

            (iv)   oppose, lift or rescind any injunction or restraining order
                   or other order or action challenging or affecting this
                   Agreement, the transactions contemplated hereby or seeking to
                   stop, or otherwise adversely affecting the ability of the
                   parties hereto to consummate, the transactions contemplated
                   hereby;

            (v)    fulfill all conditions and satisfy all provisions of this
                   Agreement required to be fulfilled or satisfied by Bema; and

            (vi)   cooperate with Kinross in connection with the performance by
                   it of its obligations hereunder, provided however that the
                   foregoing shall not be construed to obligate Bema to pay or
                   cause to be paid any monies or to cause any liability to be
                   incurred to cause such performance to occur.

     (n)    Refrain from Certain Actions. Subject to paragraph 15 hereof, Bema
            shall not take any action, refrain from taking any action (subject
            to commercially reasonable efforts), or permit any action to be
            taken or not taken, inconsistent with the provisions of this
            Agreement or which could reasonably be expected to materially impede
            the completion of the transactions contemplated hereby or which
            could have a Material Adverse Effect on Bema, provided that where
            Bema is required to take any such action or refrain from taking such
            action (subject to commercially reasonable efforts) as a result of
            this Agreement, it shall immediately notify Kinross in writing of
            such circumstances.

     (o)    Keep Fully Informed. Bema shall, in all material respects, conduct
            itself so as to keep Kinross fully informed as to the material
            decisions or actions required or required to be made with respect to
            the operation of its business.

     (p)    Cooperation. Bema shall make, or cooperate as necessary in the
            making of, all necessary filings and applications under all
            applicable Laws required in connection with the transactions
            contemplated hereby and take all reasonable action necessary to be
            in compliance with such Laws.

     (q)    Representations. Bema shall use its commercially reasonable efforts
            to conduct its affairs and to cause the Bema Subsidiaries to conduct
            their affairs so that all of the representations and warranties of
            Bema contained herein shall be true and correct on and as of the
            Effective Date as if made on and as of such date.

     (r)    Information. Bema shall continue to make available and cause to be
            made available to Kinross and the agents and advisors thereto all
            documents,

<PAGE>

                                                                              18


            agreements, corporate records and minute books as may be necessary
            to enable Kinross to effect a thorough examination of Bema and the
            Bema Group Companies and the business, properties and financial
            status thereof and shall cooperate with Kinross in securing access
            for Kinross to any documents, agreements, corporate records or
            minute books not in the possession or under the control of Bema.
            Subject to applicable Laws, upon reasonable notice, Bema shall, and
            shall cause the Bema Subsidiaries to, and shall use its reasonable
            commercial efforts to cause the Bema Significant Interest Companies
            to, afford officers, employees, counsel, accountants and other
            authorized representatives and advisors of Kinross reasonable
            access, during normal business hours from the date hereof until the
            earlier of the Effective Time or the termination of this Agreement,
            to the properties, books, contracts and records as well as to the
            management personnel of Bema and the Bema Group Companies, and,
            during such period, Bema shall, and shall cause the Bema
            Subsidiaries to, and shall use its reasonable commercial efforts to
            cause the Bema Significant Interest Companies to, furnish promptly
            to Kinross all information concerning the business, properties and
            personnel of Bema and the Bema Group Companies as Kinross may
            reasonably request provided however that the disclosure of personal
            information is done in compliance with applicable Laws relating to
            privacy and does not include disclosure of personnel files or
            medical information.

     (s)    Opinions. Prior to the Definitive Agreement, Bema shall deliver
            legal opinions in respect of the title to its Kupol and Cerro Casale
            properties acceptable to Kinross, acting reasonably. Bema shall
            deliver to Kinross the written opinion from BMO Capital Markets
            relating to the fairness, from a financial point of view, of the
            Share Consideration to the Bema Shareholders once received by Bema.

     (t)    Bema Options and Bema Warrants. Bema shall take all corporate action
            necessary to ensure that on the Effective Date all of the
            outstanding Bema Options shall be exercisable for 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 cash instead of a
            Bema Common Share (subject to any modification that may be
            reasonable to meet the requirements of subsection 7(1.4) of the Tax
            Act), and Bema Warrants (or any Kinross replacement warrant issued
            in substitution therefor) and other securities and rights
            exercisable for Bema Common Shares provide only for the issuance of
            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 cash instead of a Bema Common Share (subject
            to any modification that may be reasonable to meet the requirements
            of subsection 7(1.4) of the Tax Act) upon the due exercise thereof.

     (u)    Closing Documents. Bema shall execute and deliver, or cause to be
            executed and delivered, at the closing of the transactions
            contemplated hereby such customary agreements, certificates,
            resolutions, opinions and other closing documents as

<PAGE>

                                                                              19


            may be required by the other parties hereto, all in form
            satisfactory to the other parties hereto, acting reasonably.

     (v)    Support Agreements. Bema shall use its best efforts to deliver to
            Kinross an agreement from each of the directors and the management
            of Bema to vote the Bema Common Shares beneficially owned or
            controlled by them in favour of the transactions contemplated herein
            in a form acceptable to Kinross, acting reasonably, as soon as
            practicable following execution of this Agreement, and in any case
            prior to November 10, 2006.

     (w)    Resignations. Subject to confirmation that insurance coverage is
            maintained as contemplated by subparagraph 8(j), Bema shall obtain
            and deliver to Kinross at the Effective Time evidence reasonably
            satisfactory to Kinross of the resignation, effective as of the
            Effective Time, of those directors and officers of Bema and the Bema
            Subsidiaries designated by Kinross to Bema prior to the Effective
            Time.

     (x)    Pre-Acquisition Reorganizations. Bema agrees that, upon request by
            Kinross, Bema shall, and shall cause each of the Bema Subsidiaries
            to, at the expense of Kinross, use its commercially reasonable
            efforts to (i) effect such reorganizations of its business,
            operations and assets and the integration of other affiliated
            businesses as Purchaser may request, acting reasonably (each a
            "Pre-Acquisition Reorganization") provided that the Pre-Acquisition
            Reorganization is not prejudicial to Bema, any of the Bema
            Subsidiaries or the Bema Shareholders, and (ii) cooperate with
            Kinross and its advisors to determine the nature of the
            Pre-Acquisition Reorganizations that might be undertaken and the
            manner in which they would most effectively be undertaken. Kinross
            acknowledges and agrees that the Pre-Acquisition Reorganizations
            shall not (A) delay or prevent consummation of the transactions
            contemplated herein (including by giving rise to litigation by third
            parties), or (B) be considered in determining whether a
            representation or warranty of Bema hereunder has been breached, it
            being acknowledged by Kinross that these actions could require the
            consent of third parties under applicable contracts. Kinross shall
            provide written notice to Bema of any proposed Pre-Acquisition
            Reorganization at least thirty days prior to the Effective Time.
            Upon receipt of such notice, Kinross and Bema shall, at the expense
            of Kinross, work cooperatively and use commercially reasonable
            efforts to prepare prior to the Effective Time all documentation
            necessary and do such other acts and things as are necessary to give
            effect to such Pre-Acquisition Reorganizations. The parties shall
            seek to have any such Pre-Acquisition Reorganization made effective
            as of the last moment of the day ending immediately prior to the
            Closing Date (but after Kinross shall have waived or confirmed that
            all conditions to Closing have been satisfied).

            Without limiting the generality of the foregoing, Bema understands
            that (x) Kinross may enter into transactions (the "bump
            transactions") designed to step up the tax basis in certain capital
            property of Bema for purposes of the Tax Act and agrees to
            co-operate to a reasonable extent with Kinross in order to
            facilitate the

<PAGE>

                                                                              20


            bump transactions or other reorganizations or transactions which
            Kinross determines would be advisable to enhance the tax efficiency
            of the combined corporate group and any anticipated dispositions and
            to provide such information on a timely basis and to assist in the
            obtaining of any such information in order to facilitate a
            successful completion of the bump transactions or any such other
            reorganizations or transactions as is reasonably requested by
            Kinross; and (y) the transactions described in Schedules G, H and I
            could affect Kinross tax planning and Bema agrees that it will
            co-operate to cause Newco not to have, following the Effective Time,
            any rights against Bema or against any assets of Kinross which
            consist of shares of Bema or any assets held by Bema directly or
            indirectly.

            If the transactions contemplated herein are not consummated (other
            than as a result of a breach of this Agreement or the Definitive
            Agreement by Bema), Kinross will indemnify Bema and the Bema
            Subsidiaries for any and all losses, costs and expenses (including
            reasonable legal fees and disbursements) incurred in respect of any
            proposed or actual Pre-Acquisition Reorganization (including in
            respect of any reversal, modification or termination of a
            Pre-Acquisition Reorganization).

     (y)    Stock Exchange Listing and De-listing. Bema shall cooperate with
            Kinross and use reasonable commercial efforts to take, or cause to
            be taken, all actions, and do or cause to be done all things,
            reasonably necessary, proper or advisable on its part under
            applicable Laws and rules and policies of the NYSE, TSX and AIM to
            enable the delisting by Bema of the Bema Common Shares from the
            NYSE, TSX and AIM and the deregistration of the Bema Common Shares
            under the 1934 Act as promptly as practicable after the Effective
            Time.

     (z)    Affiliates. Prior to the date of the Bema Meeting, Bema shall
            provide to Kinross such information and documents as Kinross shall
            reasonably request for the purposes of preparing a list of names and
            addresses of those "persons" (as such term is defined in Rule 144
            under the 1933 Act) who are, in the opinion of Kinross, as of the
            time of the Bema Meeting, "affiliates" of Bema within the meaning of
            Rule 145 under the 1933 Act. Kinross shall provide this list to Bema
            in advance of the Bema Meeting. There shall be added to such list
            the names and addresses of any other person subsequently identified
            by either Kinross or Bema as a person who may be deemed to be such
            an affiliate of Bema; provided, however, that no such person
            identified by Kinross shall be on the final list of affiliates of
            Bema if Kinross shall receive from Bema, on or before the date of
            the Bema Meeting, an opinion of counsel reasonably satisfactory to
            Kinross to the effect that such person is not such an affiliate.
            Bema shall exercise its best efforts to deliver or cause to be
            delivered to Kinross, prior to the date of the Bema Meeting, from
            each affiliate of Bema identified in the foregoing list (as the same
            may be supplemented as aforesaid), a letter dated as of the Closing
            Date in a form to be agreed in the Definitive Agreement and which
            sets forth such affiliate's understanding with respect to the
            restrictions imposed on the resale of the Kinross

<PAGE>

                                                                              21


            Common Shares it receives in the transactions contemplated herein
            (the "Affiliate Shares"), including that (A) such affiliate will be
            unable to publicly offer or sell in the United States any Affiliate
            Shares except pursuant to an effective registration statement or
            exemption from the registration requirements of the 1933 Act, (B)
            Kinross has no obligation to register the sale of Affiliate Shares
            or otherwise facilitate the availability of any exemption under the
            1933 Act and (C) Kinross may implement "stop transfer" instructions,
            restrictive legending and similar methods to prevent the public
            offer or sale in the United States of Affiliate Shares other than in
            accordance with the 1933 Act. Kinross may direct any transfer or
            exchange agent not to issue certificates representing Affiliate
            Shares to an affiliate of Bema until Kinross has received from such
            affiliate such a letter.

8.   COVENANTS OF KINROSS:

Kinross hereby covenants and agrees with Bema as follows:

     (a)    Information for Bema Proxy Circular. Kinross shall promptly furnish
            to Bema all information concerning Kinross as may be required or
            reasonably requested by Bema for the preparation of the Bema Proxy
            Circular and hereby covenants that no information furnished by
            Kinross in connection therewith or otherwise in connection with the
            consummation of the transactions contemplated herein will contain
            any misrepresentation.

     (b)    Proceedings. In a timely and expeditious manner, Kinross and Kinross
            Subsidiaries shall take all such actions and do all such acts and
            things as are contemplated herein (including issuing the Kinross
            Common Shares contemplated herein) to be taken or done by Kinross
            and Kinross Subsidiaries, as applicable.

     (c)    Copy of Documents. Kinross shall furnish promptly to Bema a copy of
            each notice, report, schedule or other document or communication
            delivered, filed or received by Kinross in connection with the
            transactions contemplated herein, any filing under any applicable
            Laws and any dealings or communications with any Governmental
            Entity, Securities Authority or stock exchange in connection with,
            or in any way affecting, the transactions contemplated by this
            Agreement.

     (d)    Certain Actions Prohibited. Other than as disclosed in the Kinross
            Disclosure Letter or in contemplation of or as required to give
            effect to the transactions contemplated herein, and, except where
            doing so would not have a Material Adverse Effect on Kinross,
            Kinross shall not, without the prior written consent of Bema, which
            consent shall not be unreasonably withheld or delayed, directly or
            indirectly do or permit to occur any of the following:

            (i)    issue, sell, pledge, lease, dispose of, encumber or create
                   any Encumbrance on or agree to issue, sell, pledge, lease,
                   dispose of, or encumber or create any Encumbrance on, or
                   permit a Kinross Subsidiary to issue, sell, pledge, lease,
                   dispose of, encumber or create any

<PAGE>

                                                                              22


                   Encumbrance on or agree to issue, sell, pledge, lease,
                   dispose of, or encumber or create any Encumbrance on, any
                   shares of, or any options, warrants, calls, conversion
                   privileges or rights of any kind to acquire any shares of,
                   Kinross or any of the Kinross Subsidiaries or any of the
                   shares representing Kinross' interest in the Kinross
                   Significant Interest Companies, other than the issue of
                   Kinross Common Shares pursuant to the exercise of the Kinross
                   Options or the Kinross Warrants issued and outstanding on the
                   date hereof, in accordance with their terms as of the date
                   hereof;

            (ii)   amend or propose to amend the articles or by-laws (or their
                   equivalent) of Kinross or any of the Kinross Subsidiaries or
                   any of the terms of the Kinross Options or the Kinross
                   Warrants as they exist at the date of this Agreement;

            (iii)  split, combine or reclassify any of the shares of Kinross or
                   any of the Kinross Subsidiaries or declare, set aside or pay
                   any dividend or other distribution payable in cash,
                   securities, property or otherwise with respect to the shares
                   of Kinross;

            (iv)   redeem, purchase or offer to purchase, or permit any of the
                   Kinross Subsidiaries to redeem, purchase or offer to
                   purchase, any Kinross Common Shares and, other than pursuant
                   to the Kinross Share Option Plans, any options or obligations
                   or rights under existing contracts, agreements and
                   commitments to purchase Kinross Common Shares; or

            (v)    agree or commit to do any of the foregoing.

     (e)    Certain Actions. Other than as disclosed in the Kinross Disclosure
            Letter, Kinross shall:

            (i)    not take any action, shall cause the Kinross Subsidiaries not
                   to take any action, and shall use its reasonable commercial
                   efforts not to allow any of the Kinross Significant Interest
                   Companies to take any action, that would interfere with or be
                   inconsistent with the completion of the transactions
                   contemplated by this Agreement or would render, or that could
                   reasonably be expected to render, any representation or
                   warranty made by Kinross in this Agreement untrue or
                   inaccurate at any time prior to the Effective Time if then
                   made; and

            (ii)   promptly notify Bema of (A) any Material Adverse Change or
                   Material Adverse Effect, or any change, event, occurrence or
                   state of facts which could reasonably be expected to become a
                   Material Adverse Change or to have a Material Adverse Effect,
                   in respect of Kinross, (B) any material Governmental Entity
                   or third person complaints, investigations or hearings (or
                   communications indicating that the same may be

<PAGE>

                                                                              23


                   contemplated), (C) any breach by Kinross of any covenant or
                   agreement contained in this Agreement, and (D) any event
                   occurring subsequent to the date hereof that would render any
                   representation or warranty of Kinross contained in this
                   Agreement, if made on or as of the date of such event or the
                   Effective Date, to be untrue or inaccurate.

     (f)    Satisfaction of Conditions. Kinross shall use all commercially
            reasonable efforts to satisfy, or cause to be satisfied, all of the
            conditions precedent to its obligations to the extent the same is
            within its control and to take, or cause to be taken, all other
            actions and to do, or cause to be done, all other things necessary,
            proper or advisable under all applicable Laws to complete the
            transactions contemplated by this Agreement, including using its
            commercially reasonable efforts to:

            (i)    obtain all consents, approvals and authorizations as are
                   required to be obtained by Kinross or any of the Kinross
                   Group Companies under any applicable Laws or from any
                   Governmental Entity which would, if not obtained, materially
                   impede the completion of the transactions contemplated hereby
                   or have a Material Adverse Effect on Kinross;

            (ii)   effect all necessary registrations, filings and submissions
                   of information requested by Governmental Entities required to
                   be effected by Kinross or any of the Kinross Group Companies
                   in connection with the transactions contemplated by this
                   Agreement and participate, and appear in any proceedings of,
                   any party hereto before any Governmental Entity;

            (iii)  oppose, lift or rescind any injunction or restraining order
                   or other order or action challenging or affecting this
                   Agreement, the transactions contemplated hereby or seeking to
                   stop, or otherwise adversely affecting the ability of the
                   parties hereto to consummate, the transactions contemplated
                   hereby;

            (iv)   fulfill all conditions and satisfy all provisions of this
                   Agreement required to be fulfilled or satisfied by it; and

            (v)    cooperate with Bema in connection with the performance by
                   Bema of its obligations hereunder, provided however that the
                   foregoing shall not be construed to obligate Kinross to pay
                   or cause to be paid any monies or to cause any liability to
                   be incurred to cause such performance to occur.

     (g)    Refrain from Certain Actions. Other than as disclosed in the Kinross
            Disclosure Letter, Kinross shall not take any action, refrain from
            taking any action (subject to commercially reasonable efforts), or
            permit any action to be taken or not taken, inconsistent with the
            provisions of this Agreement or which could reasonably be expected
            to materially impede the completion of the transactions contemplated
            hereby or which could have a Material Adverse Effect on Kinross,
            provided that where Kinross is required to take any such action or
            refrain from taking such

<PAGE>

                                                                              24


            action (subject to commercially reasonable efforts) as a result of
            this Agreement, it shall immediately notify Bema in writing of such
            circumstances.

     (h)    Cooperation. Kinross shall make, or cooperate as necessary in the
            making of, all necessary filings and applications under all
            applicable Laws required in connection with the transactions
            contemplated hereby and take all reasonable action necessary to be
            in compliance with such Laws.

     (i)    Representations. Kinross shall use commercially reasonable efforts
            to conduct its affairs and to cause the Kinross Subsidiaries to
            conduct their affairs so that all of the representations and
            warranties of Kinross contained herein shall be true and correct on
            and as of the Effective Date as if made on and as of such date.

     (j)    Information. Until the date of the Definitive Agreement, Kinross
            shall continue to make available and cause to be made available to
            Bema and the agents and advisors thereto all documents, agreements,
            corporate records and minute books as may be necessary to enable
            Bema to effect a thorough examination of Kinross and the Kinross
            Group Companies and the business, properties and financial status
            thereof and shall cooperate with Bema in securing access for Bema to
            any documents, agreements, corporate records or minute books not in
            the possession or under the control of Kinross. Subject to
            applicable Laws, until the date of the Definitive Agreement, Kinross
            shall, and shall cause the Kinross Subsidiaries to, and shall use
            its reasonable commercial efforts to cause the Kinross Significant
            Interest Companies to, afford officers, employees, counsel,
            accountants and other authorized representatives and advisors of
            Bema reasonable access, during normal business hours from the date
            hereof until the earlier of the date of the Definitive Agreement or
            the termination of this Agreement, to the properties, books,
            contracts and records as well as to the management personnel of
            Kinross and the Kinross Group Companies, and, during such period,
            Kinross shall, and shall cause the Kinross Subsidiaries to, and
            shall use its reasonable commercial efforts to cause the Kinross
            Significant Interest Companies to, furnish promptly to Bema all
            information concerning the business, properties and personnel of
            Kinross and the Kinross Group Companies as Bema may reasonably
            request provided however that the disclosure of personal information
            is done in compliance with applicable Laws relating to privacy and
            does not include disclosure of personnel files or medical
            information.

     (k)    Closing Documents. Kinross shall execute and deliver, or cause to be
            executed and delivered at the closing of the transactions
            contemplated hereby such customary agreements, certificates,
            opinions, resolutions and other closing documents as may be required
            by Bema, all in form satisfactory to Bema, acting reasonably.

     (l)    Employment Indemnification and Insurance. Kinross hereby covenants
            and agrees that following the Effective Time it will honour all Bema
            employment arrangements in effect on the date of this Agreement,
            provided that Kinross has

<PAGE>

                                                                              25


            been given full written disclosure regarding the terms of such
            arrangements prior to the date hereof. Kinross further covenants and
            agrees that all rights to indemnification or exculpation in favour
            of the current and former directors and officers of Bema and the
            other Bema Subsidiaries described in the Bema Disclosure Letter
            shall be honoured by Kinross but only to the extent so described and
            Kinross will, or will cause Bema and its subsidiaries to, maintain
            in effect without any reduction in scope or coverage for six years
            from the Effective Time customary policies of directors' and
            officers' liability insurance providing protection comparable to the
            protection provided by the policies maintained by Bema and its
            subsidiaries which are in effect immediately prior to the Effective
            Time and providing protection in respect of claims arising from
            facts or events which occurred on or prior to the Effective Time;
            provided, however, that prior to the Effective Time Bema may, in the
            alternative, purchase run off directors' and officers' liability
            insurance for a period of up to six years from the Effective Time.

     (m)    Bema Options.

            (i)    Kinross acknowledges and agrees that the Bema Share Option
                   Plans and the agreements evidencing the grant of the Bema
                   Options shall continue in effect on the same terms and
                   conditions (subject to the adjustments required after giving
                   effect to the Arrangement) except that (A) the vesting period
                   shall be accelerated so that the Bema Options vest upon the
                   change of control resulting from the transactions
                   contemplated herein, and (B) a Bema employee who is
                   terminated or a Bema director who ceases to be a director
                   within 18 months following the Effective Time may exercise
                   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. Alternatively, Kinross shall issue options to
                   replace the Bema Options, provided such options to purchase
                   Kinross Common Shares have terms and conditions substantially
                   similar to the original Bema Options, amended as provided
                   above, and are designed to meet the requirements under
                   subsection 7(1.4) of the Tax Act.

            (ii)   Kinross shall take all corporate action necessary to reserve
                   for issuance a sufficient number of Kinross Common Shares for
                   delivery upon the exercise of the Bema Options assumed (or
                   upon the exercise of the options issued to replace the Bema
                   Options) in accordance with this section.

            (iii)  Kinross shall prepare and file with the Securities
                   Authorities, and the stock exchanges on which Kinross Common
                   Shares are listed, all necessary reports, applications or
                   other documents and pay all fees required in order to permit
                   the issuance of Kinross Common Shares upon the exercise of
                   Bema Options and the free, unrestricted transferability of

<PAGE>

                                                                              26


                   such shares after such issuance, subject to restrictions
                   placed upon "control persons" and "affiliates" as defined in
                   Rule 144 under the 1933 Act, and to obtain the conditional
                   listing approval of the TSX and the NYSE in respect of such
                   Kinross Common Shares.

     (n)    Bema Warrants.

            (i)    Kinross covenants and agrees that on the Closing Date, it
                   will execute supplemental indentures by which it will, at the
                   Effective Time, assume the obligations of Bema to perform and
                   observe each covenant and condition contained in each of the
                   Bema Warrant indentures in accordance with its terms (and
                   which supplemental indentures will reflect the fact that the
                   Bema Warrants shall become exercisable for the Share
                   Consideration post transaction) and shall take all corporate
                   action necessary to reserve for issuance a sufficient number
                   of Kinross Common Shares for delivery upon exercise of the
                   Bema Warrants referred to therein (subject to the adjustments
                   required after giving effect to the Arrangement).

            (ii)   Kinross shall prepare and file with the Securities
                   Authorities, and the stock exchanges on which Kinross Common
                   Shares are listed, all necessary reports, applications or
                   other documents and pay all fees required in order to permit
                   the issuance of Kinross Common Shares upon the exercise of
                   Bema Warrants and the free, unrestricted transferability of
                   such shares after such issuance, subject to restrictions
                   placed upon "affiliates" as defined in Rule 144 under the
                   1933 Act, or "control persons" generally or persons otherwise
                   engaged in a distribution for purposes of the 1933 Act, and
                   to obtain the conditional listing approval of the TSX and the
                   NYSE in respect of such Kinross Common Shares.

9.   MUTUAL CONDITIONS OF TRANSACTION:

The obligations of Kinross and Bema to complete the transactions contemplated by
this Agreement shall be subject to the following conditions:

     (a)    each of Kinross and Bema shall be satisfied in its sole and absolute
            discretion, prior to the date of the Definitive Agreement, that as a
            result of its due diligence investigations on the other party
            (notwithstanding any due diligence investigations previously
            conducted), there is no fact with respect to the other party that
            would have a Material Adverse Effect on the other party and that has
            not been disclosed as of the date hereof in the Bema Documents filed
            on SEDAR or the Kinross Documents filed on SEDAR, as the case may be
            (without giving effect to any disclosure contained in "Risk Factors"
            or similar sections in such Bema Documents or Kinross Documents).
            Unless Kinross or Bema provides written notice to the other of them
            prior to signing the Definitive Agreement that it is not so
            satisfied with the results of its due diligence investigations on
            the other

<PAGE>

                                                                              27


            of them, each of Kinross and Bema shall then be deemed to be
            satisfied that, based on the results of its due diligence
            investigations on the other party, there is no such fact with
            respect to the other party;

     (b)    the Bema Required Vote shall have been obtained at the Bema Meeting;

     (c)    the Effective Time shall be on or before the Completion Deadline;

     (d)    there shall not be in force any Laws, ruling, order or decree, and
            there shall not have been any action taken under any Laws or by any
            Governmental Entity or other regulatory authority, that makes it
            illegal or otherwise directly or indirectly restrains, enjoins or
            prohibits the consummation of the transactions contemplated herein
            in accordance with the terms hereof or results or could reasonably
            be expected to result in a judgment, order, decree or assessment of
            damages, directly or indirectly, relating to the transactions
            contemplated herein which has a Material Adverse Effect on Bema or
            Kinross;

     (e)    the TSX and the NYSE shall have conditionally approved the listing
            thereon of the Kinross Common Shares to be issued pursuant to the
            transactions contemplated herein (including the Kinross Common
            Shares that, as a result of the transactions contemplated herein,
            will be issuable upon the exercise of the Bema Options and the Bema
            Warrants) as of the Effective Date, or as soon as possible
            thereafter, subject only to compliance with the usual requirements
            of the TSX and NYSE, as applicable;

     (f)    (i) all consents, waivers, permits, exemptions, orders and approvals
            of, and any registrations and filings with, any Governmental Entity
            and the expiry, waiver or termination of any waiting periods, in
            connection with, or required to permit, the completion of the
            transactions contemplated herein, and (ii) all third person and
            other consents, waivers, permits, exemptions, orders, approvals,
            agreements and amendments and modifications to agreements,
            indentures or arrangements shall have been obtained or received on
            terms that are reasonably satisfactory to each party hereto, except
            where the failure to obtain such consents, waivers, permits,
            exemptions, orders or approvals, agreements, amendments or
            modifications or the non-expiry of such waiting periods would not,
            either individually or in the aggregate, have a Material Adverse
            Effect on Bema or Kinross or materially impede the completion of the
            transactions contemplated herein; and

     (g)    this Agreement shall not have been terminated pursuant to the terms
            hereof.

The foregoing conditions are for the mutual benefit of the parties hereto and
may be waived in respect of a party hereto, in whole or in part, by such party
hereto in writing at any time. If any such conditions shall not be complied with
or waived as aforesaid on or before the Completion Deadline or, if earlier, the
date required for the performance thereof, or become incapable of being
satisfied prior to then, then any party hereto may terminate this Agreement by
written

<PAGE>

                                                                              28


notice to the other party in circumstances where the failure to satisfy any such
condition is not the result, directly or indirectly, of a breach of this
Agreement by such rescinding party hereto.

10.  CONDITIONS PRECEDENT TO THE OBLIGATIONS OF KINROSS:

Subject to paragraph 13, the obligation of Kinross to complete the transactions
contemplated herein shall be subject to the satisfaction of the following
conditions:

     (a)    the representations and warranties made by Bema in the Definitive
            Agreement which are qualified by the expression "Material Adverse
            Change" or "Material Adverse Effect" or as to materiality shall be
            true and correct as of the Closing Date as if made on and as of such
            date (except to the extent that such representations and warranties
            speak as of an earlier date, in which event such representations and
            warranties shall be true and correct as of such earlier date), and
            all other representations and warranties made by Bema in the
            Definitive Agreement which are not so qualified shall be true and
            correct in all material respects as of the Closing Date as if made
            on and as of such date (except to the extent that such
            representations and warranties speak as of an earlier date, in which
            event such representations and warranties shall be true and correct
            as of such earlier date and except for representation (l) in
            Schedule J, which shall be true and correct as of the Closing Date
            as if made on and as of such date), in either case, except where any
            failures or breaches of representations and warranties would not
            either individually or in the aggregate, in the reasonable judgment
            of Kinross, have a Material Adverse Effect on Bema, and Bema shall
            have provided to Kinross a certificate of two officers thereof
            certifying such accuracy or lack of Material Adverse Effect on the
            Closing Date;

     (b)    from the date of this Agreement to the Closing Date, there shall not
            have occurred, and neither Bema nor any of the Bema Subsidiaries
            shall have incurred or suffered, a Material Adverse Change or any
            one or more changes, effects, events, occurrences or states of facts
            that, either individually or in the aggregate, have a Material
            Adverse Effect on Bema;

     (c)    Bema shall have complied in all material respects with its covenants
            in the Definitive Agreement and Bema shall have provided to Kinross
            a certificate of two officers thereof certifying that, as of the
            Closing Date, Bema has so complied with its covenants in the
            Definitive Agreement;

     (d)    each of the directors and the management of Bema designated by
            Kinross shall have entered into a support agreement with Kinross in
            a form acceptable to Kinross, acting reasonably, providing, among
            other things, for a covenant from each of the directors and officers
            of Bema to vote the Bema Common Shares beneficially owned or
            controlled by them in favour of the transactions contemplated
            herein, and none of such directors or management of Bema shall have
            breached, in any material respect, any of the representations,
            warranties and covenants thereof;

<PAGE>

                                                                              29


     (e)    the directors of Bema and each of the Bema Group Companies shall
            have adopted all necessary resolutions and all other necessary
            corporate action shall have been taken by Bema and the Bema Group
            Companies to permit the consummation of the transactions
            contemplated herein; and

     (f)    Bema Shareholders holding no more than 5% of the outstanding Bema
            Common Shares shall have exercised the right to dissent in respect
            of the transactions contemplated herein (and not withdrawn such
            exercise) and Kinross shall have received a certificate dated the
            day immediately preceding the Effective Date of two officers of Bema
            to such effect.

The foregoing conditions are for the benefit of Kinross and may be waived, in
whole or in part, by Kinross in writing at any time. If any of such conditions
shall not be complied with or waived by Kinross on or before the Completion
Deadline or, if earlier, the date required for the performance thereof, or
become incapable of being satisfied prior to then, then Kinross may terminate
this Agreement by written notice to Bema in circumstances where the failure to
satisfy any such condition is not the result, directly or indirectly, of a
breach of this Agreement by Kinross.

11.  CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BEMA:

Subject to paragraph 13, the obligations of Bema to complete the transactions
contemplated herein shall be subject to the satisfaction of the following
conditions:

     (a)    the representations and warranties made by Kinross in the Definitive
            Agreement which are qualified by the expression "Material Adverse
            Change" or "Material Adverse Effect" or as to materiality shall be
            true and correct as of the Closing Date as if made on and as of such
            date (except to the extent that such representations and warranties
            speak as of an earlier date, in which event such representations and
            warranties shall be true and correct as of such earlier date), and
            all other representations and warranties made by Kinross in the
            Definitive Agreement which are not so qualified shall be true and
            correct in all material respects as of the Closing Date as if made
            on and as of such date (except to the extent that such
            representations and warranties speak as of an earlier date, in which
            event such representations and warranties shall be true and correct
            as of such earlier date and except for representation (j) in
            Schedule K, which shall be true and correct as of the Closing Date
            as if made on and as of such date), in either case, except where any
            failures or breaches of representations and warranties would not
            either individually or in the aggregate, in the reasonable judgment
            of Bema, have a Material Adverse Effect on Kinross, and Kinross
            shall have provided to Bema a certificate of two officers thereof
            certifying such accuracy or lack of Material Adverse Effect on the
            Closing Date;

     (b)    from the date of this Agreement to the Closing Date, there shall not
            have occurred, and Kinross or any of the Kinross Subsidiaries shall
            not have incurred or suffered, a Material Adverse Change or any one
            or more changes, effects,

<PAGE>

                                                                              30


            events, occurrences or states of facts that, either individually or
            in the aggregate, have a Material Adverse Effect on Kinross;

     (c)    Kinross shall have complied in all material respects with its
            covenants in the Definitive Agreement and Kinross shall have
            provided to Bema a certificate of two officers thereof, certifying
            that, as of the Closing Date, Kinross has so complied with its
            covenants in the Definitive Agreement; and

     (d)    the directors of Kinross and each of the Kinross Group Companies
            shall have adopted all necessary resolutions and all other necessary
            corporate action shall have been taken by Kinross and the Kinross
            Group Companies to permit the consummation of the transactions
            contemplated herein.

The foregoing conditions are for the benefit of Bema and may be waived, in whole
or in part, by Bema in writing at any time. If any of such conditions shall not
be complied with or waived by Bema on or before the Completion Deadline or, if
earlier, the date required for the performance thereof, or become incapable of
being satisfied prior to then, then Bema may terminate this Agreement by written
notice to Kinross in circumstances where the failure to satisfy any such
condition is not the result, directly or indirectly, of a breach of this
Agreement by Bema.

12.  COMPLETION DATE:

     (a)    Kinross and Bema shall use their best efforts to enter into a
            Definitive Agreement on or before December 18, 2006.

     (b)    Kinross and Bema shall use their reasonable commercial efforts to
            complete the transactions contemplated herein by the Completion
            Deadline.

13.  NOTICE AND CURE PROVISIONS:

Each party hereto shall give prompt notice to the other party of the occurrence,
or failure to occur, at any time from the date hereof until the Effective Time,
of any event or state of facts which occurrence or failure would, would be
likely to or could:

     (a)    cause any of the representations or warranties of such party hereto
            contained herein to be untrue or inaccurate in any respect on the
            date hereof or on the Effective Time;

     (b)    result in the failure to comply with or satisfy any covenant or
            agreement to be complied with or satisfied by such party hereto
            prior to the Effective Time; or

     (c)    result in the failure to satisfy any of the conditions precedent in
            favour of the other parties hereto favour contained in Sections 9,
            10 or 11 hereof, as the case may be.

<PAGE>

                                                                              31


Subject as herein provided, a party hereto may elect not to complete the
transactions contemplated hereby pursuant to the conditions contained in
Sections 9, 10, 11 hereof or exercise any termination right arising therefrom;
provided, however, that (i) promptly and in any event prior to the filing of the
articles of arrangement with the Director under the CBCA, the party hereto
intending to rely thereon has delivered a written notice to the other parties
hereto specifying in reasonable detail the breaches of covenants or
untruthfulness or inaccuracy of representations and warranties or other matters
which the party hereto delivering such notice is asserting as the basis for the
exercise of the termination right, as the case may be, and (ii) if any such
notice is delivered, and a party hereto is proceeding diligently, at its own
expense, to cure such matter, if such matter is susceptible to being cured, the
party hereto which has delivered such notice may not terminate this Agreement
until the earlier of the Completion Deadline and the expiration of a period of
15 days from date of delivery of such notice. If such notice has been delivered
prior to the date of the Bema Meeting, the Bema Meeting shall be adjourned or
postponed until the expiry of such period.

14.  NO SOLICITATION:

During the period commencing on the date hereof and continuing 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 this 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
paragraph 13, 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 confidentiality
agreement to

<PAGE>

                                                                              32


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.

Concurrent with the execution hereof 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. Such notice shall include a
description of the material terms and conditions of any such Acquisition
Proposal and the identity of the person making such proposal, inquiry, request
or contact.

Bema shall immediately after the execution hereof terminate all existing
discussions or negotiations with any person (other than Kinross) with respect to
any potential Acquisition Proposal.

15.  SUPERIOR PROPOSALS:

     (a)    Bema or the directors thereof may take any action that is prohibited
            by subparagraphs 14(iii), (iv), (v) or (vi) in respect of any
            Acquisition Proposal only if:

            (i)    such Acquisition Proposal constitutes a Superior Proposal;

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

            (iii)  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;

            (iv)   in the event that Kinross has proposed to amend this
                   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;

            (v)    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

            (vi)   Bema has terminated this Agreement pursuant to paragraph 17
                   hereof and Bema has made the payment contemplated by, and in
                   accordance with, paragraph 16 hereof.

<PAGE>

                                                                              33


     (b)    Bema acknowledges that each successive modification to any
            Acquisition Proposal shall constitute a new Acquisition Proposal for
            purposes of the requirement under subparagraph 15(a)(iii) hereof and
            shall initiate a new ten-business day period.

     (c)    If the Bema Proxy Circular has been sent to Bema Shareholders prior
            to the expiry of the five-business day period set forth in
            subparagraph 15(a)(iii) and, during such period, Kinross requests in
            writing that the Bema Meeting proceed, unless otherwise ordered by
            the Court, Bema may continue to take all reasonable steps necessary
            to hold the Bema Meeting and to cause the transactions contemplated
            herein to be voted on at the Bema Meeting, or postpone or adjourn
            the Bema Meeting at the Bema Meeting (but not beforehand without
            Kinross' consent) to a date acceptable to Bema, acting reasonably,
            which shall not be later than twenty days after the scheduled date
            of the Bema Meeting and shall, in the event that Kinross and Bema
            amend the terms of this Agreement pursuant to subparagraph
            15(a)(iii), ensure that the details of such amended Agreement are
            communicated to the Bema Shareholders prior to the resumption of the
            adjourned Bema Meeting.

     (d)    Where at any time before the Bema Meeting, Bema has provided Kinross
            with a notice under subparagraph 15(a), an Acquisition Proposal has
            been publicly disclosed or announced, and the five business day
            period under subparagraph 15(a)(iii) has not elapsed, then, subject
            to applicable Laws, at Kinross' request, Bema will postpone or
            adjourn the Bema Meeting at the Bema Meeting (but not beforehand
            without Kinross' consent) to a date acceptable to Kinross, acting
            reasonably, which shall not be later than twenty days after the
            scheduled date of the Bema Meeting and shall, in the event that
            Kinross and Bema amend the terms of this Agreement pursuant to
            subparagraph 15(a)(iii), ensure that the details of such amended
            Agreement are communicated to the Bema Shareholders prior to the
            resumption of the adjourned Bema Meeting.

16.  TERMINATION FEE:

     (a)    If:

            (i)    Bema terminates this Agreement in accordance with paragraph
                   15 hereof;

            (ii)   Bema or Kinross terminates this Agreement in accordance with
                   subparagraph 17(a)(ii) hereof 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

<PAGE>

                                                                              34


                   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 Bema Meeting
                   is not held) and Bema completes such Pending Bema Acquisition
                   Proposal within 12 months following the Completion Deadline,

            (any such event being a "Triggering Event"), then Bema shall pay
            Kinross an amount in cash equal to $79 million in immediately
            available funds to an account designated by Kinross. Such payment
            shall be made (a) in the case of a Triggering Event described in
            Subparagraph 16(a)(i), concurrently with such termination (and shall
            be a condition to the effectiveness of such termination by Bema),
            (b) in the case of a Triggering Event described in Subparagraph
            16(a)(ii), concurrently with the acceptance approval, recommendation
            or entering into of an agreement with respect to, an Acquisition
            Proposal, and (c) in the case of a Triggering Event described in
            Subparagraph 16(a)(iii), concurrently with completion of the Pending
            Bema Acquisition Proposal. The obligation to make any payment
            required by this paragraph shall survive any termination of this
            Agreement. Bema hereby acknowledges that the payment amount set out
            in this subparagraph is a payment of liquidated damages which is a
            pre-estimate of the damages which Kinross will suffer or incur as a
            result of the event giving rise to such damages and the resultant
            non-completion of the transactions contemplated herein and is not a
            penalty. Bema hereby irrevocably waives any right it may have to
            raise as a defence that any such liquidated damages are excessive or
            punitive. Upon receipt of payment of such amount by Kinross, Kinross
            shall have no further claim against Bema in respect of the failure
            to complete the transactions contemplated herein.

     (b)    Bema shall pay to Kinross, or cause to be paid to Kinross, in
            immediately available funds to an account designated by Kinross, the
            reasonable documented expenses of Kinross and its affiliates
            incurred in connection with the transactions contemplated hereby not
            to exceed $7.5 million, in the event that Kinross shall have
            terminated this Agreement pursuant to subparagraph 17(b) hereof.
            Such payment shall be in addition to, and not in substitution of,
            any other rights which Kinross may have in respect of any breach by
            Bema of its covenants hereunder.

     (c)    Kinross shall pay to Bema, or cause to be paid to Bema, in
            immediately available funds to an account designated by Bema, the
            reasonable documented expenses of Bema and its affiliates incurred
            in connection with the transactions contemplated hereby not to
            exceed $7.5 million, in the event that Bema shall have terminated
            this Agreement pursuant to subparagraph 17(c) hereof. Such payment
            shall be in addition to, and not in substitution of, any other
            rights which Bema may have in respect of any breach by Kinross of
            its covenants hereunder.

<PAGE>

                                                                              35


17.  TERMINATION:

     (a)    This Agreement may be terminated by either Bema or Kinross (i) in
            the circumstances permitted by paragraph 15 hereof, or (ii) if the
            Definitive Agreement is not executed by December 18, 2006.

     (b)    This Agreement may be terminated by Kinross if Kinross is not in
            material breach of its obligations under this Agreement and Bema
            breaches any of its representations, warranties, covenants or
            agreements contained in this Agreement, which breach would give rise
            to the failure of a condition set forth in paragraph 9 or 10.

     (c)    This Agreement may be terminated by Bema if Bema is not in material
            breach of its obligations under this Agreement and Kinross breaches
            any of its representations, warranties, covenants or agreements
            contained in this Agreement, which breach would give rise to the
            failure of a condition set forth in paragraph 9 or 11.

     (d)    This Agreement shall be deemed to be terminated upon payment by Bema
            of the termination fee to Kinross pursuant to the Triggering Event
            described in subparagraph 16(a)(iii).

     (e)    Notwithstanding anything herein to the contrary, the obligations and
            rights of the parties under paragraph 16 hereof shall survive the
            termination of this Agreement.

18.  MISCELLANEOUS:

     (a)    Notices. Any notice, consent, waiver, direction or other
            communication required or permitted to be given under this Agreement
            by a party hereto shall be in writing and shall be delivered by hand
            to the party hereto to which the notice is to be given at the
            following address or sent by facsimile to the following numbers or
            to such other address or facsimile number as shall be specified by a
            party hereto by like notice. Any notice, consent, waiver, direction
            or other communication aforesaid shall, if delivered, be deemed to
            have been given and received on the date on which it was delivered
            to the address provided herein (if a Business Day or, if not, then
            the next succeeding Business Day) and if sent by facsimile be deemed
            to have been given and received at the time of receipt (if a
            Business Day or, if not, then the next succeeding Business Day)
            unless actually received after 5:00 p.m. (Toronto time) at the point
            of delivery in which case it shall be deemed to have been given and
            received on the next Business Day.

            The address for service of each of the parties hereto shall be as
            follows:

            (i)    if to Bema:

                   Bema Gold Corporation

<PAGE>

                                                                              36


                   Suite 3100, Three Bentall Centre
                   595 Burrard Street
                   P.O. Box 49143
                   Vancouver, BC V7X 1J1

                   Attention: Clive T. Johnson and Corporate Secretary
                   Facsimile: (604) 681-6209

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

                   Stikeman Elliott LLP
                   5300 Commerce Court West
                   199 Bay Street
                   Toronto, ON M5L 1B9

                   Attention: William J. Braithwaite and John J. Ciardullo
                   Facsimile: (416) 947-0866

            (ii)   if to Kinross:

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

                   Attention: Corporate Secretary
                   Facsimile: (416) 363-6622

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

                   Blake, Cassels & Graydon LLP
                   2800 - 199 Bay Street
                   Commerce Court West
                   Toronto, Ontario M5L 1A9

                   Attention: Jeffrey R. Lloyd
                   Facsimile: (416) 863-2653

     (b)    Costs. Except as provided above under paragraph 16 and in respect of
            any fees associated with any filings made pursuant to applicable
            Antitrust Laws, which fees shall be paid by Kinross, each of Kinross
            and Bema shall pay its own costs and expenses (including all legal,
            accounting and financial advisory fees and expenses) in connection
            with the transactions contemplated herein including expenses related
            to the preparation, execution and delivery of this Agreement and the
            documents required hereunder.

<PAGE>

                                                                              37


     (c)    Public Announcements. Kinross and Bema agree to make a joint press
            release with respect to the transactions contemplated herein as soon
            as practicable after the execution by them of this Agreement and to
            otherwise coordinate the public disclosure and presentations made by
            them with respect to the transactions contemplated herein. Kinross
            and Bema further agree that there will be no public announcement or
            other disclosure of the transactions contemplated herein or of the
            matters dealt with herein unless they have mutually agreed thereto
            or unless otherwise required by applicable Laws or by regulatory
            instrument, rule or policy based on the advice of counsel. If either
            Kinross or Bema is required by applicable Laws or regulatory
            instrument, rule or policy to make a public announcement with
            respect to the transactions contemplated herein, such party hereto
            will provide as much notice to the other of them as reasonably
            possible, including the proposed text of the announcement.

     (d)    Law. This letter shall be governed by and be construed in accordance
            with the laws of the Province of Ontario and Kinross and Bema
            irrevocably attorn to the exclusive jurisdiction of the courts of
            such province.

     (e)    Remedies. The parties hereto acknowledge and agree that an award of
            money damages may be inadequate for any breach of this Agreement by
            any party hereto or its representatives and advisors and that such
            breach may cause the non-breaching party hereto irreparable harm.
            Accordingly, the parties hereto agree that, in the event of any such
            breach or threatened breach of this Agreement by one of the parties
            hereto, Bema (if Kinross is the breaching party) or Kinross (if Bema
            is the breaching party) will be entitled, without the requirement of
            posting a bond or other security, to seek equitable relief,
            including injunctive relief and specific performance. Subject to any
            other provision hereof including, without limitation, paragraph 16
            hereof, such remedies will not be the exclusive remedies for any
            breach of this Agreement but will be in addition to all other
            remedies available hereunder or at law or in equity to each of the
            parties hereto.

     (f)    Amendment. This Agreement may, at any time and from time to time be
            amended by written agreement of the parties hereto.

     (g)    Assignment. Neither party hereto may assign its rights or
            obligations under this Agreement without the prior written consent
            of the other party hereto.

     (h)    Time of the Essence. Time shall be of the essence in this Agreement.

     (i)    Binding Effect. This Agreement shall be binding upon and shall enure
            to the benefit of the parties hereto and their respective successors
            and permitted assigns.

     (j)    Waiver. Any waiver or release of any of the provisions of this
            Agreement, to be effective, must be in writing and executed by the
            party hereto granting such waiver or right.

<PAGE>

                                                                              38


     (k)    Severability. If any provision of this Agreement is held by a court
            of competent jurisdiction to be invalid, void or unenforceable, the
            remainder of this Agreement shall remain in full force and effect
            and shall in no way be affected, impaired or invalidated.

     (l)    Confidentiality Agreement. The parties acknowledge that the
            transactions contemplated by this Agreement are subject to a
            confidentiality agreement dated November 5, 2006 between Bema and
            Kinross (the "Confidentiality Agreement"), which agreement shall
            continue in full force and effect. For greater certainty, any
            discussions in connection with this Agreement shall be treated by
            the parties hereto as strictly confidential and shall not (without
            the prior consent of the other party hereto or as contemplated or
            provided herein) be disclosed by either party hereto to any person
            other than a director, officer, employee, agent, shareholder or
            professional advisor of or to that party hereto with a need to know
            for purposes connected with the matters contemplated by this
            Agreement and then only on a confidential basis and also on the
            basis that the party concerned will be liable for any breach of
            confidentiality by a person to whom it makes disclosure. In the
            event of a conflict between the provisions hereof and any provision
            of the Confidentiality Agreement, the provisions hereof shall
            prevail.

     (m)    Entire Agreement. This Agreement, together with the Confidentiality
            Agreement, contains the entire agreement between the parties hereto
            with respect to the subject matter hereof and thereof and supersedes
            all prior agreements and understandings with respect thereto.

     (n)    Execution in Counterparts. This Agreement may be executed in one or
            more counterparts, each of which shall conclusively be deemed to be
            an original and all such counterparts collectively shall be
            conclusively deemed to be one and the same.

<PAGE>

                                                                              39


Would you kindly signify your acceptance of the terms contained herein by
executing the enclosed duplicate copy hereof in the place indicated and
thereafter returning such executed copy to Kinross by no later than 8:00 a.m.
Toronto time on Monday, the 6th day of November, 2006, failing which this
Agreement shall be of no force or effect.

KINROSS GOLD CORPORATION


By: "Tye W. Burt"
    -------------------------------------
    Tye W. Burt
    President and Chief Executive Officer

Accepted and agreed as of this 6th day of November, 2006.

BEMA GOLD CORPORATION


By: "Clive T. Johnson"
    -------------------------------------
    Clive T. Johnson
    President and Chief Executive Officer

<PAGE>

                                   SCHEDULE A

                                 BEMA PROPERTIES
                                 ---------------

PROPERTY                     LOCATION     BEMA INTEREST (%)
-----------------------   -------------   -----------------
NORTH AMERICA
Mill Canyon               United States        100%(1)

AFRICA
Petrex                     South Africa        100%

SOUTH AMERICA
Alderbaran/Cerro Casale       Chile             49%
Quebrada                      Chile            100%
Refugio                       Chile             50%

ASIA
Julietta                      Russia            90%
Kupol                         Russia            75%
East Pansky                   Russia            72%(2)

(1)  Bema interest held through Victoria Resources Limited

(2)  Bema interest held through Consolidated Puma Minerals Corp.

<PAGE>

                                   SCHEDULE B

                               KINROSS PROPERTIES
                               ------------------

PROPERTY             LOCATION   KINROSS INTEREST (%)
--------             --------   --------------------
NORTH AMERICA
Fort Knox               USA            100.0%
Round Mtn and area      USA             50.0%
Porcupine JV          Canada            49.0%
Musselwhite           Canada            31.9%
Kettle River            USA            100.0%

SOUTH AMERICA
Paracatu              Brazil           100.0%
La Coipa               Chile            50.0%
Refugio                Chile            50.0%
Crixas                Brazil            50.0%

ASIA
Kubaka and area       Russia            98.1%

<PAGE>

                                   SCHEDULE C

                           BEMA OPTIONS/BEMA WARRANTS
                           --------------------------

<TABLE>
<CAPTION>
                                                                                    NUMBER      EXERCISE
                                                  EXPIRY DATE                       GRANTED       PRICE      CDN$ VALUE
                                                --------------                    ----------   ----------   ------------
<S>                                             <C>              <C>              <C>          <C>          <C>
Director and employee stock options             April 14, 2016                     7,050,000       $ 5.32   $ 37,506,000
Director and employee stock options             June 28, 2011                         60,000       $ 5.18   $    310,800
Director and employee stock options             Dec. 29, 2008                        125,000       $ 4.48   $    560,000
Director and employee stock options             Feb. 13, 2011                      1,811,711       $ 4.35   $  7,880,943
Director and employee stock options             April 12, 2014                     3,520,000       $ 4.07   $ 14,326,400
Director and employee stock options             Oct. 17, 2008                        200,000       $ 3.83   $    766,000
Director and employee stock options             Nov. 7, 2009                          50,000       $ 3.70   $    185,000
Director and employee stock options             Oct. 31, 2009                         50,000       $ 3.64   $    182,000
Director and employee stock options             Jan. 30, 2010                        173,000       $ 3.59   $    621,070
Director and employee stock options             Feb. 1, 2010                          21,000       $ 3.52   $     73,920
Director and employee stock options             June 9, 2014                          55,000       $ 3.46   $    190,300
Director and employee stock options             July 19, 2014                         65,000       $ 3.43   $    222,950
Director and employee stock options             Jan 18, 2010                          16,668       $ 3.42   $     57,005
Director and employee stock options             April 13, 2015                     3,653,334       $ 3.03   $ 11,069,602
Director and employee stock options             Aug. 21, 2008                        100,000       $ 2.98   $    298,000
Director and employee stock options             July 3, 2010                          50,000       $ 2.91   $    145,500
Director and employee stock options             Aug 31, 2010                          30,000       $ 2.81   $     84,300
Director and employee stock options             July 10, 2010                        300,000       $ 2.79   $    837,000
Director and employee stock options             May 9, 2010                           16,667       $ 2.74   $     45,668
Director and employee stock options             May 29, 2010                          46,700       $ 2.59   $    120,953
Director and employee stock options             May 15, 2010                          50,000       $ 2.42   $    121,000
Director and employee stock options             May 19, 2008                       3,419,267       $ 1.49   $  5,094,708
Director and employee stock options             April 19, 2007                       500,000       $ 1.04   $    520,000

EAGC--stock options                             Oct. 24, 2007                        250,000       $ 1.40   $    350,000
EAGC -Special warrants                          Oct. 22, 2007    TSX listed spw   23,739,250       $ 1.90   $ 45,104,575
EAGC -bank warrants                             Oct. 24, 2007    spw               1,500,000       $ 1.40   $  2,100,000
HVB--Bridge warrants                            April 28, 2010                       500,000   USD 2.8000   $  1,733,900
HVB -warrants                                   Jan. 24, 2011                        100,000   USD 3.3500   $    414,898
HVB--warrants                                   May 26, 2011                         250,000   USD 5.7300   $  1,774,151
IFC -Warrants re: Kupol loan US$25 million                                         8,503,401   USD 2.9400   $ 28,999,999
Convertible notes                               Feb. 26, 2011                     15,008,576   USD 4.6640   $ 94,500,000
Warrants attached to Sep 7, 2006 private
   placement                                    Sept. 7, 2011                     10,580,000       $10.00   $105,800,000
                                                                                  ----------                ------------
TOTAL OPTIONS, WARRANTS AND CONVERTIBLE NOTES
   OUTSTANDING                                                                    81,794,574                $361,996,640
                                                                                  ----------                ------------
</TABLE>

<PAGE>

                                   SCHEDULE D

                        KINROSS OPTIONS/KINROSS WARRANTS
                        --------------------------------

<TABLE>
<CAPTION>
                                  PLAN                                    OUTSTANDING(2)     VESTED(2)
-----------------------------------------------------------------------   --------------   -------------
<S>                                                                        <C>             <C>
Warrants (1) issued pursuant to and governed by warrant indenture
dated December 5, 2002.                                                     8,333,333(1)    8,333,333(1)
Incentive Stock Option Plan                                                 2,631,230         830,208
Restricted Share Plan dated February 15, 2001, as amended as of
January 31, 2003, February 28, 2004, May 10, 2004 and December 21, 2005     1,052,320           NIL
Deferred Share Unit Plan dated September 30, 2003, as amended March
   27, 2006                                                                106,210.16      106,210.16
</TABLE>

(1)  25,000,000 common share purchase warrants of Kinross are outstanding. Each
three common share purchase warrants are exercisable on or before 5:00 p.m.
(eastern standard time) on December 5, 2007 for one Kinross common share at an
exercise price of Cdn.$15.00. The warrants will expire and become null and void
after 5:00 p.m. (eastern standard time) on December 2, 2007.

(2)  As of November 5, 2006.

<PAGE>

                                   SCHEDULE E

              BEMA SIGNIFICANT INTEREST COMPANIES/BEMA SUBSIDIARIES
              -----------------------------------------------------

<TABLE>
<CAPTION>
                                             JURISDICTION OF   % OWNED DIRECTLY OR INDIRECTLY BY
NAME                                          INCORPORATION                   BEMA
-----------------------------------------   ----------------   ---------------------------------
<S>                                         <C>                             <C>
Bema Gold (Bermuda) Ltd.                    Bermuda                         100%
BGO (Bermuda) Ltd.                          Bermuda                         100%
Minera Bema Gold (Chile) Limitada           Chile                           100%
Compania Minera Maricunga                   Chile                            50%
Compania Minera San Damian                  Chile                           100%
Compania Minera Casale                      Chile                            49%
Bema Gold (US) Inc.                         Nevada                          100%
Arian Resources Limited                     Barbados                        100%
Omsukchansk Mining and Geological Company   Russia                           90%
Consolidated Puma Minerals Corp.            British Columbia                 40%(1)
Victoria Resources Limited                  British Columbia                 31%(1)
Consolidated Westview Corporation           British Columbia                 44%(2)
White Ice Ventures Limited                  British Virgin
                                            Islands                         100%
Kupol Ventures Limited                      Cyprus                          100%
Chukotka Mining & Geological Company        Russia                           75%(3)
EAGC Ventures Corp.                         Ontario                         100%
Chimera Mines and Minerals Corp.            Cayman Islands                  100%
Berma South Africa (Pty) Ltd.               South Africa                    100%
Petrex (Proprietary) Ltd.                   South Africa                    100%
Kupol Au-Ag (Barbados) Inc.                 Barbados                        100%
Andean Avasca                               British Columbia                100%(4)
</TABLE>

(1)  Publicly traded on the TSX-V

(2)  Publicly traded on the NEX board of the TSX-V

(3)  75% less 1 share

(4)  The exact legal name of the company is subject to confirmation. The company
     was formed in connection with the recently announced joint venture between
     Bema and AngloGold Ashanti Limited, pursuant to which the parties agreed to
     form a new company to jointly explore mineral opportunities within northern
     Columbia. While Bema currently holds 100% of the company, it is intended
     that an interest in the company will be transferred to AngloGold Ashanti
     Limited pursuant to the terms of a definitive joint venture agreement to be
     entered into between the parties.

<PAGE>

                                   SCHEDULE F

           KINROSS SIGNIFICANT INTEREST COMPANIES/KINROSS SUBSIDIARIES
           -----------------------------------------------------------

Where less than all of the outstanding shares of any Kinross Subsidiaries or
outstanding securities representing Kinross' interest in any Kinross Significant
Interest Company are owned directly or indirectly, by Kinross or a Kinross
Subsidiary, the aggregate percentage ownership interest of Kinross and the
Kinross Subsidiaries is disclosed.

                          LIST OF KINROSS SUBSIDIARIES

<TABLE>
<CAPTION>
JURISDICTION                                  JURISDICTION
------------                                  ------------
<S>                                           <C>
CANADA                                        BRAZIL
TVX (Canada) Inc.                             TVX Mineracao Ltda
E-Crete Products Inc. - 92%                   TVX Participacoes Inc.
Kinam (B.C.) Ltd.                             Montanapar Participacoes Ltda.
Kinam Exploration Canada Ltd.                 Kinross Empreendimentos e Participacoes S.A.
Crownex Resources (Canada) Ltd.               Rio Paracatu Mineracao S.A.
Gold Texas Resources Ltd.                     CNM Brazil
                                              MCT Mineracao Ltda
UNITED STATES                                 Newinco Comercio e Participacoes Ltda
Kinross Gold U.S.A., Inc.
Enviro-Crete Products Inc. - 92%              CHILE
Echo Bay Inc.                                 TVX Minera de Chile Limitada
Echo Bay Minerals Company                     Compania Nacional de Minera Limitada - 50.1%
Round Mountain Gold Corporation               Echo Bay Chile Ltda.
Echo Bay Finance Corporation                  Kinross Minera Chile Limitada
Sunnyside Gold Corporation                    Compania Minera Kinam Guanaco - 90%
Echo Bay Alaska Inc.
White Pine Gold Corporation                   CAYMAN ISLANDS
Echo Bay Management Corporation               TVX Cayman Inc.
Echo Bay Exploration Inc.                     Cayman Newinco Inc.
Kinross Copper Corporation                    Normandy Cayman Holdco Inc.
Kinross Offshore Services Company             Kinross Americas (Cayman) Inc.
Kinross Goldbanks Mining Company              Kinross Americas (Cayman) Holdings Inc.
Kinross DeLamar Mining Company                TVX Investments SA
TVX Delaware, Inc.                            Cayman Participacoes Inc.
TVX Mineral Hill, Inc.                        International Gold Mining
Kinam Gold Inc.                               Miicre Mining Investments Ltd.
Fairbanks Gold Mining Inc.                    TVX SA
Kinam Exploration Inc.                        Macaines Mining Properties Ltd.
Guanaco Holdings Inc.                         TVX Mining Properties Ltd.
Kinam Refugio Inc.
Kinam Magadan Gold Corporation                OTHER
Haile Mining Company Inc.                     TVX (Barbados) Inc. (Barbados)
Lassen Gold Mining Inc.                       TVX Hellas A.E. (Greece)
Wind Mountain Mining Inc.                     Macedonian Copper Mines S.A. (Greece)
</TABLE>

<PAGE>

<TABLE>
<S>                                           <C>
Kinam Chile Credit Corp. Inc.                 Marwood International Ltd (Bahamas)
Nevada Gold Mining Inc.                       TVX South America SA (Uruguay)
Luning Gold Inc.                              Inversiones 871010 C.A. (Venezuela) - 90%
Electrum Resources Corp.                      Minera Kinross Argentina S.A. (Argentina)
Melba Creek Mining Inc.                       Kinross Gold Australia Pty. Ltd. (Australia)
Guanaco Mining Company Inc.                   Echo Bay Barbados Ltd. (Barbados)
Crown Resources Corporation                   Treasure Valley Holdings Holdings s.r.o. (Czech Rep.)
Gold Capital Corporation                      Echo Bay Ecuador S.A. (Ecuador)
Crown Resource Corp. of Colorado              Omolon Gold Mining Company (Russia) - 98.1%
Gold Texas Resources U.S., Inc.               Kinross Ecaudor S.A. (Ecaudor)
Crown Minerals Corporation                    Kinross El Salvador S.A. (El Salvador)
Kinross Aginskoye Gold Company L.L.C. - 50%

NETHERLANDS
TVX (Netherlands) B.V.
Echo Bay International B.V.
Echo Bay Mexico B.V.
Echo Bay Brazil B.V.
Echo Bay Ecuador B.V.
TVX Dutch Holdings B.V.
</TABLE>

                 LIST OF KINROSS SIGNIFICANT INTEREST COMPANIES

<TABLE>
<CAPTION>
JURISDICTION                                  JURISDICTION
------------                                  ------------
<S>                                           <C>
CANADA                                        CHILE
1126774 Ontario Ltd. - 50%                    Compania Minera Puren - 32.5%
                                              Compania Minera Mantos de Oro - 50%
UNITED STATES                                 SCM Minera La Coipa - 50%
Solitario Resources Corporation - 41.2%       Compania Minera Maricunga - 50%

BRAZIL
Mineracao Novo Astro Ltda - 19%
Volta Grande Mineracao Ltda - 50%
Mineracao Serra Grande S.A. - 50%
</TABLE>

<PAGE>

                                   SCHEDULE G

          ASSETS TO BE TRANSFERRED TO NEWCO AND CONSIDERATION THEREFOR
          ------------------------------------------------------------

Bema, or at the option of Kinross, a subsidiary of Bema to sell the assets
described in i), ii) and iii) below to Newco for aggregate consideration of
US$20 million, US$7 million of which is payable in cash, Newco shares and debt
(as described under "Funding" below) on closing; and US$6.5 million of which is
payable in cash on each of the first and second anniversary dates following
closing:

     i)     Colombia JV;

     ii)    Petrex (including existing debt and working capital and hedging
            contracts at the Petrex subsidiary level). The parties acknowledge
            that if Bema management is unsuccessful in arranging its currently
            contemplated restructuring of Petrex with Pamodzi, then, recognizing
            that Kinross does not wish to hold Petrex, Newco will acquire Petrex
            (including existing debt and working capital and hedging contracts
            at the Petrex subsidiary level) pursuant to an alternative
            transaction at a price to be negotiated by the parties which price
            shall be no less than US$2.5 million;

     iii)   Subject to complying with applicable Russian law, 50% of Bema's
            direct and indirect interest in the Kupol East and West Licenses
            ("Chukotka Exploration Licenses") (37.5% overall interest) held in a
            Russian newco to be established for this purpose;

     iv)    Newco to assume lease for 31st and 32nd floors at 595 Burrard Street
            and to receive all leasehold improvements, furniture, equipment,
            supplies, communications and other systems, located in or used in
            connection with the premises. Newco to sublease a portion of office
            space at 595 Burrard Street to Kinross at mutually agreeable terms;
            and

     v)     Newco to receive an option to purchase from Kinross, a subsidiary of
            Kinross or a subsidiary of Bema, the shares in Puma currently held
            by a subsidiary of Bema at any time for up to 12 months after
            closing at the 30 day volume weighted average price less 10%. Upon
            closing and in return for continuing to provide all management
            services to Puma, all of the Puma debt owed to Bema or a Bema
            subsidiary (approximately $2.0 million) will be transferred as debt
            to Newco. Newco will not call on the debt for at least 12 months
            after closing. At the option of Kinross, any debt owed by Puma to
            Bema will be sold to Kinross, a subsidiary of Kinross or a
            subsidiary of Bema.

Newco and its subsidiaries shall provide security only on the Assets in respect
of the payments to be made by Newco on the first and second anniversaries of
closing and the debt referred to in (i) through (iii) above.

<PAGE>

                                                                               2


Newco to provide Bema, the subsidiary of Bema, if applicable, and Kinross with
full release and indemnity with respect to the purchased assets.

Newco to agree that it will not, during the period of 2 years next following the
closing date of the asset sale, directly or indirectly solicit for employment or
employ any party who is now employed by Bema in Russia or who performs functions
on behalf of Bema which are similar to those ordinarily performed by employees
in Russia, other than those employees of Bema who are shareholders of Newco on
the closing date of the asset sale. This prohibition will not extend to general
solicitations of a public nature provided that Newco has not specifically
directed its efforts toward the employees or contract employees of Bema.

Prior to the Definitive Agreement Date Newco and Bema will agree to what the
name of Newco will be and the parties acknowledge that Newco will be entitled to
use the Bema logo.

Funding: Upon closing of the asset sale, Newco to pay Bema, or a subsidiary of
Bema if Kinross so elects, US $7.0 million by issuing to Bema 9.9% of the number
of shares of Newco issued pursuant to two Newco private placements to be
completed prior to the closing of the asset sale, estimated to total
approximately 2.2 million Newco shares valued at US$0.02 and approximately 1.49
million Newco shares valued at US$0.40 such that Bema will own 9.9% of Newco pro
forma the proposed Newco private placements and approximately US$1.41 million in
cash and US$5.0 million in debt which debt will be repayable upon the earlier of
an Newco initial public offering ("IPO") of its securities and 12 months
following closing of the asset sale. Prior to announcement, Newco to provide
evidence satisfactory to Kinross of ability to finance. Upon closing of the
asset sale, Newco to grant to Kinross an option to purchase at the IPO pricing
that number of securities of Newco in any IPO such that on closing of the IPO
Kinross owns up to 19.9% of Newco (subject to the execution of a mutually agreed
one year standstill from date of closing with an exception in the event of any
third party offer or acquisition proposal for the securities or assets of
Newco); and a pre-emptive right to maintain a 9.9% equity interest in Newco for
a period of one year.

Closing of the asset sale to occur, at the option of Kinross, prior to or
concurrently with the closing of the Arrangement transaction, failing which any
agreements to proceed with the Arrangement or the asset sale and other
arrangements contemplated in this schedule may be terminated, at the option of
Kinross.

<PAGE>

                                   SCHEDULE H

                      TERMS OF RUSSIAN PROPERTIES AGREEMENT
                      -------------------------------------

Kinross and Newco to enter into an agreement providing:

     (i)    Kinross with rights of first refusal with respect to Newco joint
            ventures with respect to exploration properties in Russia beyond the
            Area of Influence (as defined in Schedule I); and

     (ii)   for the rights of Kinross, a subsidiary of Kinross or a subsidiary
            of Bema and Newco in respect of the following areas in the former
            Soviet Union: (a) Pamir area of Tajikistan, (b) Krygestan, (c)
            Chovdar project, Azerbaijan, and (d) Republic of Georgia.

<PAGE>

                                   SCHEDULE I

                            TERMS OF KUPOL AGREEMENT
                            ------------------------

Kinross, Bema, or at Kinross' option a subsidiary of Bema, and Newco to enter
into an exploration arrangement providing:

     i)     Subject to applicable law, Newco, as operator, has the option to
            subcontract with Chukotka Mining & Geological Company ("CMGC") to
            carry out exploration under the Chukotka Exploration Licenses (as
            defined in Schedule H);

     ii)    Newco and Kinross to fund the exploration of the Chukotka
            Exploration Licenses by each incurring an expenditure of US$10
            million on or before the expiry of two years from the closing date;

     iii)   Following the period ending two years after the closing date,
            Kinross and Newco to continue to fund future exploration obligations
            relating to the Chukotka Exploration Licenses pro rata to their
            respective economic interests. After the earn-in, each party will be
            deemed to have contributed US$10 million to the exploration
            obligations in respect of the Chukotka Exploration Licenses, and to
            the extent that future funding by the parties in respect of such
            licenses is not contributed pro rata to their respective interests,
            the non-contributing party's economic interest in the Chukotka
            Exploration Licenses will be diluted based on the total exploration
            costs incurred or deemed incurred on such licenses to such date;

     iv)    Kinross and Newco to have mutual rights of first refusal with
            respect to their interests in the entities holding the Chukotka
            Exploration Licences (directly or indirectly, as applicable);

     v)     Newco and Kinross to agree to share on a 50/50 basis (excluding any
            government interest) all exploration opportunities within a 100 km
            radius of the Kupol mill site exclusive of the approximately 17
            square km Kupol licence area (the "Area of Influence"); and

     vi)    Before closing Bema shall not exercise its right of first refusal on
            the Government of Chukotka's 25% interest in CMGC or refrain from
            exercising such right without, in either case, the approval of
            Kinross, which shall not be unreasonably withheld. Following
            closing, Kinross shall not exercise such right, or refrain from
            doing so, without consulting Newco.

<PAGE>

                                   SCHEDULE J

                     REPRESENTATIONS AND WARRANTIES OF BEMA
                     --------------------------------------

Bema represents and warrants to and in favour of Kinross as follows:

     (a)    Organization. Each of Bema, the Bema Subsidiaries and, to the
            knowledge of Bema, the Bema Significant Interest Companies has been
            incorporated, is validly subsisting and has full corporate or legal
            power and authority to own its property and assets and to conduct
            its business as currently owned and conducted. Each of Bema, the
            Bema Subsidiaries and, to the knowledge of Bema, the Bema
            Significant Interest Companies is registered, licensed or otherwise
            qualified as an extra-provincial corporation or a foreign
            corporation in each jurisdiction where the nature of the business or
            the location or character of the property and assets owned or leased
            by it requires it to be so registered, licensed or otherwise
            qualified, other than those jurisdictions where the failure to be so
            registered, licensed or otherwise qualified would not have a
            Material Adverse Effect on Bema. All of the outstanding shares of
            Bema and the Bema Subsidiaries and the outstanding securities
            representing Bema's interest in each of the Bema Significant
            Interest Companies are duly authorized, validly issued, fully paid
            and non-assessable (and, where required, properly registered).
            Except as disclosed in the Bema Disclosure Letter, all of the
            outstanding shares of the Bema Subsidiaries, and all of the
            outstanding securities representing Bema's interest in each of the
            Bema Significant Interest Companies, are owned directly or
            indirectly by Bema or a Bema Subsidiary. Except pursuant to
            restrictions on transfer contained in the articles or by-laws (or
            their equivalent) of the applicable Bema Group Company or as
            disclosed by Bema in the Bema Disclosure Letter, the outstanding
            securities of each Bema Group Company which are owned by Bema (or by
            another Bema Group Company) are owned free and clear of all
            Encumbrances and neither Bema nor any of the Bema Group Companies is
            liable to any Bema Group Company or to any creditor in respect
            thereof. Other than as disclosed by Bema in the Bema Disclosure
            Letter, there are no outstanding options, rights, entitlements,
            understandings or commitments (contingent or otherwise) regarding
            the right to acquire any issued or unissued securities of any of the
            Bema Group Companies from either Bema or any of the Bema
            Subsidiaries.

     (b)    Capitalization. Bema is authorized to issue an unlimited number of
            Bema Common Shares. As at November 3, 2006, there were 482,145,797
            Bema Common Shares outstanding, an aggregate of 21,363,347 Bema
            Common Shares were set aside for issue under the Bema Options and an
            aggregate of 60,431,227 Bema Common Shares were set aside for issue
            under the Bema Warrants. The Bema Options and the Bema Warrants are
            described in Schedule C attached hereto. Except for the Bema Options
            and the Bema Warrants and except as disclosed in the Bema Disclosure
            Letter, there are no options, warrants, conversion privileges or
            other rights, agreements, arrangements or commitments

<PAGE>

            (pre-emptive, contingent or otherwise) obligating Bema or any of the
            Bema Subsidiaries to issue or sell any shares of Bema or any of the
            Bema Subsidiaries or any securities or obligations of any kind
            convertible into or exchangeable for any shares of Bema or any of
            the Bema Subsidiaries. There are no outstanding bonds, debentures or
            other evidences of indebtedness of Bema or any of the Bema Group
            Companies having the right to vote with the Bema Shareholders on any
            matter. There are no outstanding contractual obligations of Bema or
            of any of the Bema Group Companies to repurchase, redeem or
            otherwise acquire any outstanding Bema Common Shares or with respect
            to the voting or disposition of any outstanding Bema Common Shares.

     (c)    Authority. Bema has all necessary power, authority and capacity to
            enter into this Agreement and all other agreements and instruments
            to be executed by Bema as contemplated by this Agreement, and to
            perform its obligations hereunder and under such other agreements
            and instruments. The execution and delivery of this Agreement by
            Bema and the completion by Bema of the transactions contemplated by
            this Agreement have been authorized by the directors of Bema and,
            subject to the approval by the Bema Shareholders in the manner
            contemplated herein, no other corporate proceedings on the part of
            Bema are necessary to authorize this Agreement or to complete the
            transactions contemplated hereby other than in connection with the
            approval by the directors of Bema of the Bema Proxy Circular and the
            Definitive Agreement. This Agreement has been executed and delivered
            by Bema and constitutes a legal, valid and binding obligation of
            Bema, enforceable against Bema in accordance with its terms, subject
            to bankruptcy, insolvency, reorganization, fraudulent transfer,
            moratorium and other applicable Laws relating to or affecting
            creditors' rights generally, and to general principles of equity.
            The execution and delivery by Bema of this Agreement and the
            performance by it of its obligations hereunder and the completion of
            the transactions contemplated hereby, do not and will not:

            (i)    result in a violation, contravention or breach of, require
                   any consent to be obtained under or give rise to any
                   termination rights under any provision of,

                   (A)  the articles or by-laws (or their equivalent) of Bema or
                        any of the Bema Subsidiaries, or, to the knowledge of
                        Bema, any of the Bema Significant Interest Companies,

                   (B)  except for the consents, waivers, permits, exemptions,
                        orders or approvals of, and any registrations and
                        filings with, any Governmental Entity contemplated in
                        subparagraph 9(f) or as disclosed in the Bema Disclosure
                        Letter, any Laws, or

                   (C)  except as disclosed in the Bema Disclosure Letter, any
                        contract, agreement, licence or permit to which Bema,
                        any of the Bema Subsidiaries, or to the knowledge of
                        Bema, any of the Bema

<PAGE>

                                                                               3


                        Significant Interest Companies, is bound or is subject
                        or of which Bema or any Bema Group Company is the
                        beneficiary;

            (ii)   except as disclosed in the Bema Disclosure Letter, give rise
                   to any right of termination or acceleration of indebtedness,
                   or cause any indebtedness owing by Bema or any of the Bema
                   Subsidiaries, or to the knowledge of Bema, any of the Bema
                   Significant Interest Companies, to come due before its stated
                   maturity or cause any available credit to cease to be
                   available;

            (iii)  except as disclosed in the Bema Disclosure Letter, result in
                   the imposition of any Encumbrance upon any of the property or
                   assets of Bema, any of the Bema Subsidiaries, or to the
                   knowledge of Bema, any of the Bema Significant Interest
                   Companies, or restrict, hinder, impair or limit the ability
                   of Bema, any of the Bema Subsidiaries, or to the knowledge of
                   Bema, any of the Bema Significant Interest Companies to
                   conduct the business of Bema or any of the Bema Subsidiaries,
                   or to the knowledge of Bema, any of the Bema Significant
                   Interest Companies as and where it is now being conducted; or

            (iv)   except as disclosed in the Bema Disclosure Letter or the Bema
                   Documents filed on SEDAR, result in any payment (including
                   termination, severance, unemployment compensation, change of
                   control, "golden parachute", bonus or otherwise) becoming due
                   to any Employee, director or officer of Bema or of any Bema
                   Subsidiary or increase any benefits otherwise payable under
                   any Employee Plan or result in the acceleration of the time
                   of payment or vesting of any such benefits;

            which would, individually or in the aggregate, have a Material
            Adverse Effect on Bema. No consent, approval, order or authorization
            of, or declaration or filing with, or waiver of any right of, any
            Governmental Entity or other person is required (A) to be obtained
            or made by Bema, any of the Bema Subsidiaries, or to the knowledge
            of Bema, any of the Bema Significant Interest Companies in
            connection with the execution and delivery of this Agreement or the
            consummation by Bema of the transactions contemplated hereby other
            than (i) in the event the transactions contemplated herein is
            structured as an Arrangement, any approvals required pursuant to
            orders made by the Court, (ii) filings with the Director under the
            CBCA and filings with and approvals required by Securities
            Authorities and stock exchanges, (iii) any other consent, waiver,
            permit, order or approval referred to in the Bema Disclosure Letter,
            (iv) any other consent, approval, order, authorization, waiver,
            permit or filing required under any applicable Antitrust Law, and
            (v) any other consent, approval, order, authorization, declaration,
            filing or waiver which, if not obtained, would not, individually or
            in the aggregate, have a Material Adverse Effect on Bema, or (B) to
            be obtained in connection with the acquisition (directly or
            indirectly) by Kinross of the properties, property rights and
            interests (including all exploration,

<PAGE>

                                                                               4


            retention, reconnaissance, development or mining rights, licences or
            permits) and mining operations owned directly or indirectly by Bema
            in connection with the transactions contemplated herein. Without
            limiting the generality of the foregoing, subject to obtaining the
            Bema Required Vote at the Bema Meeting, Bema has complied with the
            requirements of the Rules.

     (d)    Directors' Approvals. The directors of Bema present at a meeting
            have received an oral opinion from BMO Capital Markets, the
            financial advisor to the special committee of the board of directors
            of Bema, that the Share Consideration is fair, from a financial
            point of view, to the Bema Shareholders and have unanimously:

            (i)    determined that the Share Consideration is fair to the Bema
                   Shareholders and the transactions contemplated herein are in
                   the best interests of Bema;

            (ii)   recommended that the Bema Shareholders vote in favour of the
                   transactions contemplated herein; and

            (iii)  authorized the entering into of this Agreement and the
                   performance by Bema of its obligations hereunder.

     (e)    Bema Subsidiaries. The only Subsidiaries of Bema are the Bema
            Subsidiaries and the only other corporations in which Bema owns a
            direct or indirect interest of greater than 10% are the Bema
            Significant Interest Companies.

     (f)    No Defaults. Neither Bema nor any of the Bema Subsidiaries nor, to
            the knowledge of Bema, any of the Bema Significant Interest
            Companies is in default under, and there exists no event, condition
            or occurrence which, after notice or lapse of time or both, would
            (to the knowledge of Bema in the case of the Bema Significant
            Interest Companies) constitute such a default under, any contract,
            agreement or licence to which any of them is a party or by which any
            of them is bound which would, individually or in the aggregate, have
            a Material Adverse Effect on Bema.

     (g)    Absence of Changes. Since June 30, 2006, except as publicly
            disclosed in the Bema Documents filed on SEDAR prior to the date
            hereof, or disclosed in the Bema Disclosure Letter:

            (i)    Bema and each of the Bema Subsidiaries and, to the knowledge
                   of Bema, each of the Bema Significant Interest Companies has
                   conducted its business only in the ordinary and regular
                   course of business consistent with past practice;

            (ii)   neither Bema nor any of the Bema Group Companies has incurred
                   or suffered a Material Adverse Change;

<PAGE>

                                                                               5


            (iii)  there has not been any acquisition or sale by Bema, any of
                   the Bema Subsidiaries, or to the knowledge of Bema, any of
                   the Bema Significant Interest Companies of any material
                   property or assets thereof;

            (iv)   other than in the ordinary and regular course of business
                   consistent with past practice, there has not been any
                   incurrence, assumption or guarantee by Bema, any of the Bema
                   Subsidiaries, or to the knowledge of Bema, any of the Bema
                   Significant Interest Companies of any debt for borrowed
                   money, any creation or assumption by Bema, any of the Bema
                   Subsidiaries, or to the knowledge of Bema, any of the Bema
                   Significant Interest Companies of any Encumbrance, any making
                   by Bema, any of the Bema Subsidiaries, or to the knowledge of
                   Bema, any of the Bema Significant Interest Companies of any
                   loan, advance or capital contribution to or investment in any
                   other person or any entering into, amendment of,
                   relinquishment, termination or non-renewal by Bema, any of
                   the Bema Subsidiaries, or to the knowledge of Bema, any of
                   the Bema Significant Interest Companies, of any contract,
                   agreement, licence, lease transaction, commitment or other
                   right or obligation which would, individually or in the
                   aggregate, have a Material Adverse Effect on Bema;

            (v)    Bema has not declared or paid any dividends or made any other
                   distribution on any of the Bema Common Shares;

            (vi)   Bema has not effected or passed any resolution to approve a
                   split, consolidation or reclassification of any of the
                   outstanding Bema Common Shares;

            (vii)  other than in the ordinary and regular course of business
                   consistent with past practice, there has not been any
                   material increase in or modification of the compensation
                   payable to or to become payable by Bema or any of the Bema
                   Subsidiaries to any Employee or to any of their respective
                   directors or officers or to any director or officer of any of
                   the Bema Significant Interest Companies who is a nominee of
                   Bema, or any grant to any Employee or any such director or
                   officer of any material increase in severance or termination
                   pay or any material increase or modification of any Employee
                   Plan (including, without limitation, the granting of Bema
                   Options pursuant to the Bema Share Option Plans) made to, for
                   or with any of such Employee, directors or officers;

            (viii) Bema has not effected any material change in its accounting
                   methods, principles or practices; and

            (ix)   neither Bema nor any of the Bema Subsidiaries has entered
                   into or adopted any, or materially amended any, collective
                   bargaining agreement or Employee Plan.

<PAGE>

                                                                               6


     (h)    Employment Agreements. Other than as publicly disclosed in the Bema
            Documents filed on SEDAR prior to the date hereof, or disclosed by
            Bema in the Bema Disclosure Letter:

            (i)    neither Bema nor any of the Bema Subsidiaries is a party to
                   or bound by any contracts or requirements of any Laws
                   applicable thereto in respect of any Employee, former
                   Employee or consultant including:

                   (A)  any contracts or Laws providing for the re-employment of
                        any Employee;

                   (B)  any bonus, pension, profit sharing, executive
                        compensation, current or deferred compensation,
                        incentive compensation, tax equalization, stock
                        compensation, stock purchase, stock option, stock
                        appreciation, phantom stock option, savings, severance
                        or termination pay, retirement, supplementary
                        retirement, hospitalization insurance, salary
                        continuation, legal, health or other medical, dental,
                        life, disability or other insurance plan, program,
                        agreement or arrangement or other plans or arrangements
                        providing employee benefits, except for the plans
                        providing employee benefits described in the Bema
                        Disclosure Letter;

                   (C)  any written or oral policy, agreement, obligation or
                        understanding providing for severance or termination
                        payments to any Employee, consultant, director or
                        officer of Bema or any Bema Subsidiary or any
                        employment, service, consulting or other agreement with
                        any Employee, consultant, director or officer of Bema or
                        any of the Bema Subsidiaries which provides for
                        termination of employment or of the contract, as the
                        case may be, on more than 6 months' notice (excluding
                        such as results by Law from the employment of an
                        employee without an agreement as to notice or
                        severance); and

            (ii)   there are no overdue payments to employees (including any
                   amounts related to unused or accrued vacation days).

     (i)    Collective Agreements. Except as set out in the Bema Disclosure
            Letter:

            (i)    neither Bema nor any of the Bema Subsidiaries is a party to
                   any collective bargaining agreement, contract or legally
                   binding commitment to any trade union or employee
                   organization or group in respect of or affecting the
                   Employees;

            (ii)   neither Bema nor any of the Bema Subsidiaries are currently
                   engaged in any labour negotiation;

<PAGE>

                                                                               7


            (iii)  neither Bema nor any of the Bema Subsidiaries are a party to
                   any application, claim, complaint, grievance arbitration or
                   other proceeding by or respecting any Employees or former
                   Employees under any Laws or before any Governmental Entity,
                   including without limitation, any application for
                   certification or which otherwise involves the recognition of
                   any trade union or similar employee organization as the
                   bargaining agent of any of the Employees, or any unfair
                   labour practice complaint;

            (iv)   neither Bema nor any of the Bema Subsidiaries are, to the
                   knowledge of Bema, currently engaged in any unfair labour
                   practice nor is Bema aware of any pending or threatened
                   complaint regarding any alleged unfair labour practices;

            (v)    there is no strike, labour dispute, work slow down or
                   stoppage against or involving Bema or any of the Bema
                   Subsidiaries nor, to the knowledge of Bema, are any strikes,
                   labour disputes, work slowdowns or stoppages pending or
                   threatened against Bema or any of the Bema Subsidiaries which
                   would have a Material Adverse Effect on Bema;

            (vi)   to the knowledge of Bema, there is no lockout pending or
                   anticipated by Bema or any of the Bema Subsidiaries;

            (vii)  there is no grievance or arbitration proceeding arising out
                   of or under any collective bargaining agreement pending or
                   threatened against Bema or any of the Bema Subsidiaries;

            (viii) neither Bema nor any of the Bema Subsidiaries have
                   experienced any material work stoppage in the 24 month period
                   immediately preceding the date of this Agreement; and

            (ix)   to the knowledge of Bema, neither Bema nor any of the Bema
                   Subsidiaries are, nor have they been in the 24 month period
                   preceding the date of this Agreement, the subject of any
                   union organization effort or campaign or similar organization
                   effort by any employee organization or group in respect of or
                   affecting Employees.

     (j)    Financial Matters.

            (i)    The audited consolidated financial statements of Bema as at
                   and for the fiscal years ended December 31, 2004 and December
                   31, 2005 (including the notes thereto and related
                   management's discussion and analysis) and Bema's unaudited
                   financial statements as at and for the six months ended June
                   30, 2006 (including the notes thereto and related
                   management's discussion and analysis) were prepared in
                   accordance with Canadian GAAP, consistently applied, and
                   fairly present in all material respects the consolidated
                   financial condition of Bema at the respective dates indicated

<PAGE>

                                                                               8


                   and the results of operations of Bema for the periods covered
                   on a consolidated basis (subject, in the case of any
                   unaudited interim consolidated financial statements, to
                   normal period-end adjustments) and reflect adequate provision
                   for the liabilities of Bema on a consolidated basis in
                   accordance with Canadian GAAP. Neither Bema nor any of the
                   Bema Subsidiaries has any liability or obligation (including,
                   without limitation, liabilities or obligations to fund any
                   operations or work or exploration program, to give any
                   guarantees or for Taxes), whether accrued, absolute,
                   contingent or otherwise, not reflected in the consolidated
                   financial statements of Bema for the six months ended June
                   30, 2006, except liabilities and obligations incurred in the
                   ordinary and regular course of business since June 30, 2006.
                   Bema is able to pay its liabilities as they become due; the
                   realizable value of the assets of Bema is not less than the
                   aggregate of the liabilities thereof and the stated capital
                   of all classes of shares thereof.

            (ii)   The management of Bema has established and maintained a
                   system of disclosure controls and procedures designed to
                   provide reasonable assurance that information required to be
                   disclosed by Bema in its annual filings, interim filings or
                   other reports filed, furnished or submitted by it under
                   provincial and territorial securities legislation is reported
                   within the time periods specified in such legislation, laws
                   and rules.

            (iii)  Neither Bema nor any of the Bema Subsidiaries nor, to Bema's
                   knowledge, any director, officer, employee, auditor,
                   accountant or representative of Bema or any of the Bema
                   Subsidiaries has received or otherwise had or obtained
                   knowledge of any complaint, allegation, assertion or claim,
                   whether written or oral, regarding the accounting or auditing
                   practices, procedures, methodologies or methods of Bema or
                   any of the Bema Subsidiaries or their respective internal
                   accounting controls, including any complaint, allegation,
                   assertion or claim that Bema or any of the Bema Subsidiaries
                   has engaged in questionable accounting or auditing practices,
                   which has not been resolved to the satisfaction of the Audit
                   Committee of the Board of Directors of Bema.

     (k)    Compliance with Certain U.S. Securities Laws. Without limiting any
            of the other representations or warranties made herein, Bema and, to
            the knowledge of Bema, each of its officers and directors are in
            compliance in all material respects with and have complied in all
            material respects with the applicable provisions of the 1933 Act,
            the 1934 Act and the Sarbanes-Oxley Act.

     (l)    No Prohibited Payments. Neither Bema, a Bema Subsidiary, nor, to the
            knowledge of Bema, any Bema Significant Interest Company or officer,
            director, Employee, shareholder, agent or other person acting on
            behalf of any Bema Group Company, (i) has made any Prohibited
            Payments, (ii) has made any payments or provided services that, even
            though not Prohibited Payments, were

<PAGE>

                                                                               9


            not legal to make or provide or that were not legal for the persons
            receiving them to receive, (iii) has received any payments, services
            or gratuities that were not legal to receive or that were not legal
            for the person making them to provide, (iv) has engaged in any
            transactions or made or received payments that were not properly
            recorded on the accounting books and records or properly disclosed
            on its financial statements, or (v) has maintained any off-book bank
            or cash account or "slush funds".

     (m)    Books and Records. The corporate records and minute books of Bema
            and, since the date each Bema Subsidiary was acquired or
            incorporated by Bema, the corporate records and minute books of the
            Bema Subsidiaries have been maintained in accordance with all
            applicable Laws and are complete and accurate in all material
            respects. The minute books of Bema and the Bema Subsidiaries
            provided to Kinross for review are true and complete in all material
            respects and, except as disclosed in the Bema Disclosure Letter, the
            minutes and documents contained therein have not been amended or
            supplemented since the time of such review. Financial books and
            records and accounts of Bema and the Bema Subsidiaries in all
            material respects (i) have been maintained in accordance with good
            business practices on a basis consistent with prior years, (ii) are
            stated in reasonable detail and accurately and fairly reflect the
            transactions and acquisitions and dispositions of assets of Bema and
            the Bema Group Companies, and (iii) in the case of Bema and the Bema
            Subsidiaries, accurately and fairly reflect the basis for the
            consolidated financial statements of Bema.

     (n)    Litigation. There is no complaint, claim, action, proceeding or
            investigation pending or in progress or, to the knowledge of Bema,
            threatened against or relating to Bema or any of the Bema
            Subsidiaries or affecting any of their respective properties,
            permits, licences or assets before any Governmental Entity which
            individually or in the aggregate has a Material Adverse Effect on
            Bema. To the knowledge of Bema, there is no claim, action,
            proceeding or investigation pending or threatened against or
            relating to any of the Bema Significant Interest Companies or
            affecting any of their respective properties or assets before any
            Governmental Entity which individually or in the aggregate has a
            Material Adverse Effect on Bema. There is no bankruptcy,
            liquidation, winding-up or other similar proceeding pending or in
            progress, or, to the knowledge of Bema, threatened against or
            relating to Bema, any of the Bema Subsidiaries, or to the knowledge
            of Bema, any of the Bema Significant Interest Companies, before any
            Governmental Entity. Neither Bema, any of the Bema Subsidiaries, or
            to the knowledge of Bema, any of the Bema Significant Interest
            Companies, nor any of their respective properties or assets is
            subject to any outstanding judgment, fine, penalty, order, writ,
            injunction or decree that involves or may involve, or restricts or
            may restrict, or requires or may require, the expenditure of an
            amount of money in the aggregate in excess of $10,000,000 as a
            condition to or a necessity for the right or ability of Bema or any
            Bema Group Company, respectively, to conduct its business in all
            material respects as it has been carried on prior to the

<PAGE>

                                                                              10


            date hereof, or that would materially impede the consummation of the
            transactions contemplated by this Agreement.

     (o)    Title to Properties and Condition of Assets. Except as set forth in
            the Bema Disclosure Letter, each of Bema or a Bema Subsidiary has
            sufficient title (whether in fee simple or equivalent or by means of
            an exploration, retention, reconnaissance, development or mining
            permit, right or license or similar), free and clear of any title
            defect or Encumbrance, to its mineral projects with proven and
            probable reserves (other than property as to which it is a lessee,
            in which case it has a valid leasehold interest), such properties
            being described in Schedule A hereto, except for such defects in
            title or Encumbrances that, individually or in the aggregate, do not
            have a Material Adverse Effect on Bema. All real and tangible
            personal property of Bema and each Bema Group Company is in
            generally good repair and is operational and usable in the manner in
            which it is currently being utilized, subject to normal wear and
            tear and technical obsolescence, repair or replacement, except for
            such property whose failure to be in such condition does not have a
            Material Adverse Effect on Bema. Bema has provided Kinross with a
            list of the material royalty and similar type interests which are
            owned or held, directly or indirectly, by Bema and Bema has,
            applying customary standards in the mining industry, sufficient
            title to all of such material royalty or other interests, free and
            clear of any title defects or Encumbrances, except for any such
            title defects or Encumbrances that, individually or in the
            aggregate, do not have a Material Adverse Effect on Bema. All
            required permits or registrations necessary to perfect title in and
            to such assets have been carried out in compliance with applicable
            Law and are in full force and effect, except for any non-compliance
            that, individually or in the aggregate, does not have a Material
            Adverse Effect on Bema.

     (p)    Insurance. Bema and the Bema Subsidiaries maintain policies of
            insurance in amounts and in respect of such risks as are normal and
            usual for companies of a similar size operating in the mining
            industry and as required in accordance with their respective
            licences and permits, and such policies are in full force and effect
            as of the date hereof.

     (q)    Environmental. Except as to the matters described in the Bema
            Disclosure Letter, since the date Bema acquired each of the Bema
            Group Companies there has been no Environmental Condition, and in
            respect of each such Bema Group Company, to Bema's knowledge there
            exists no Environmental Condition, which, individually or in the
            aggregate, has a Material Adverse Effect on Bema. Bema has received
            no notice, directive or advisory from any Governmental Entity of any
            Environmental Condition that would have a Material Adverse Effect on
            Bema.

            Each of the Bema Group Companies maintains sufficient financial
            reserves, including, but not limited to, financial assurance
            required by Governmental

<PAGE>

                                                                              11


            Entities pursuant to Environmental Approvals, sufficient to meet the
            obligations of such Bema Group Company in respect of reclamation,
            remediation, closure and post-closure obligations relating to the
            assets and operations of such Bema Group Company.

            Except as to matters described in the Bema Disclosure Letter, each
            of the Bema Group Companies has all Environmental Approvals required
            pursuant to Environmental Laws in respect of the current operations
            of such Bema Group Company and is in compliance with such
            Environmental Approvals except where any non-compliance would not
            have a Material Adverse Effect on Bema.

     (r)    Tax Matters. Bema and the Bema Subsidiaries have filed or caused to
            be filed, and will continue to file and cause to be filed, in a
            timely manner all Tax Returns required to be filed by them (all of
            which Tax Returns were correct and complete in all material respects
            and no material fact has been omitted therefrom) and have paid,
            collected, withheld or remitted, or caused to be paid, collected,
            withheld or remitted, all Taxes that are due and payable,
            collectible and remittable. No extension of time in which to file
            any Tax Returns is in effect. Bema has provided adequate accruals in
            accordance with Canadian GAAP in its published consolidated
            financial statements for any Taxes for the period covered by such
            financial statements which have not been paid, whether or not shown
            as being due on any Tax Returns. Since such publication date, no
            material liability for Taxes not reflected in such consolidated
            financial statements has been incurred or accrued by Bema or the
            Bema Subsidiaries other than in the ordinary course of business. No
            lien for Taxes has been filed or exists other than for Taxes not yet
            due and payable.

            There are no reassessments of Taxes in respect of Bema or the Bema
            Subsidiaries that have been issued and are outstanding and there are
            no outstanding issues which have been raised and communicated to
            Bema or any Bema Subsidiary by any Governmental Entity for any
            taxation year in respect of which a Tax Return of Bema or any Bema
            Subsidiary has been audited. No Governmental Entity has challenged,
            disputed or questioned Bema or any Bema Subsidiary in respect of
            Taxes or Tax Returns. None of Bema or any Bema Subsidiary is
            negotiating any draft assessment or reassessment with any
            Governmental Entity. Bema is not aware of any contingent liabilities
            for Taxes or any grounds for an assessment or reassessment of Bema
            or any Bema Subsidiary, including, without limitation, unreported
            benefits conferred on any shareholder, aggressive treatment of
            income, expenses, credits or other claims for deduction under any
            return or notice other than as disclosed in the Financial
            Statements. Neither Bema nor any Bema Subsidiary has received any
            indication from any Governmental Entity that an assessment or
            reassessment of Bema or any Bema Subsidiary is proposed in respect
            of any Taxes, regardless of its merits. Neither Bema nor any Bema
            Subsidiary has executed or filed with any Governmental Entity any
            agreement or waiver extending the period for assessment,
            reassessment or collection of any

<PAGE>

                                                                              12


            Taxes. All taxation years up to and including the taxation year
            ended 1998 are considered closed by Canadian federal and provincial
            governmental bodies for the purposes of all Taxes.

            Bema and each Bema Subsidiary has withheld from each payment made to
            any of its present or former Employees, officers and directors, and
            to all other persons all amounts required by law to be withheld, and
            furthermore, has remitted such withheld amounts within the
            prescribed periods to the appropriate Governmental Entity. Bema and
            each Bema Subsidiary has remitted all Canada Pension Plan
            contributions, provincial pension plan contributions, employment
            insurance premiums, employer health taxes and other Taxes payable by
            it in respect of its employees and has remitted such amounts to the
            proper Governmental Entity within the time required under the
            applicable legislation. Bema and each Bema Subsidiary has charged,
            collected and remitted on a timely basis all Taxes as required under
            applicable legislation on any sale, supply or delivery whatsoever,
            made by them.

            Bema and each Bema Subsidiary will not at any time be deemed to have
            a capital gain pursuant to subsection 80.03(2) of the Tax Act or any
            analogous provincial legislative provision as a result of any
            transaction or event taking place in any taxation year ending on or
            before the Closing Date.

            There are no circumstances existing which could result in the
            application of section 78 or 160 of the Tax Act or any equivalent
            provincial provision to Bema or any Bema Subsidiary.

            Neither Bema nor any Bema Subsidiary has participated, directly or
            through a partnership, in a transaction or series of transactions
            contemplated in subsection 247(2) of the Tax Act or any analogous
            provincial legislative provision.

            In respect of the Bema Subsidiaries, no transaction has been entered
            into without a valid business purpose.

     (s)    Employee Plans.

            (i)    All material written employee benefit, welfare, supplemental
                   unemployment benefit, bonus, pension, profit sharing, tax
                   equalization, executive compensation, current or deferred
                   compensation, incentive compensation, stock compensation,
                   stock purchase, stock option, stock appreciation, phantom
                   stock option, savings, severance or termination pay,
                   retirement, supplementary retirement, hospitalization
                   insurance, salary continuation, legal, health or other
                   medical, dental, life, disability or other insurance (whether
                   insured or self-insured) plan, program, agreement or
                   arrangement, including any such plans which are sponsored or
                   maintained by any Governmental Entity sponsored, maintained
                   or contributed to or

<PAGE>

                                                                              13


                   required to be contributed to by Bema or any of the Bema
                   Subsidiaries for the benefit of its Employees or former
                   Employees and their dependants or beneficiaries to which Bema
                   or any of the Bema Subsidiaries participates or has any
                   actual or potential liability or obligations, other than
                   plans established pursuant to statute (collectively the
                   "Employee Plans").

            (ii)   The booklets, brochures, summaries, descriptions and manuals
                   prepared for, and circulated to, the Employees and former
                   Employees of Bema and Bema Subsidiaries and their
                   beneficiaries concerning each Employee Plan, together with
                   all written communications of a general nature provided to
                   such Employees and their beneficiaries, accurately describe
                   the benefits provided under each such Employee Plan referred
                   to therein.

            (iii)  All of the Employee Plans have been established, registered,
                   qualified, funded, invested and administered in accordance
                   with, and are in good standing under, all Laws, the terms of
                   such Employee Plans and in accordance with all
                   understandings, written or oral, between Bema, Bema
                   Subsidiaries and the Employees or former Employees. No fact
                   or circumstance exists that could adversely affect the
                   tax-preferred or tax exempt status of any Employee Plan. None
                   of the Employee Plans enjoys any special tax status under
                   Laws, nor have any advance tax rulings or other clearances
                   from any Governmental Entity been sought or received in
                   respect of the Employee Plans.

            (iv)   Bema does not have any "registered pension plan" as that term
                   is defined in subsection 248(1) of the Tax Act or any Laws
                   (collectively the "Pension Plans").

            (v)    No material amendments have been made to any Employee Plan
                   and no improvements to any Employee Plan have been promised
                   and no amendments or improvements to any Employee Plan will
                   be made or promised by Bema or any of the Bema Subsidiaries
                   prior to the Effective Time.

            (vi)   No changes have occurred to the Employee Plans or are
                   expected to occur which would materially affect the actuarial
                   reports or any of the financial statements relevant to Bema
                   or the Bema Subsidiaries.

            (vii)  Except as disclosed in the Bema Disclosure Letter, none of
                   the Employee Plans provides post-retirement benefits to or in
                   respect of the Employees or any former Employees or to or in
                   respect of the beneficiaries of such Employees and former
                   Employees.

            (viii) All data necessary to administer each Employee Plan is in the
                   possession of Bema and is in a form sufficient for the proper
                   administration of each Employee Plan.

<PAGE>

                                                                              14


            (ix)   Bema and/or the Bema Subsidiaries may unilaterally amend,
                   modify, vary, revise, revoke, or terminate, in whole or in
                   part, each Employee Plan and take contribution holidays under
                   or withdraw surplus from each Employee Plan, subject only to
                   approvals required by Laws.

            (x)    Subject to obtaining any approvals under Laws, Bema and/or
                   the Bema Subsidiaries may merge any Employee Plan with any
                   other arrangement, plan or fund and may transfer without
                   restriction, the assets from any Employee Plan to any other
                   arrangement, plan or fund.

            (xi)   All material obligations regarding the Employee Plans have
                   been satisfied and there are no outstanding defaults or
                   violations by any party thereto and no taxes, penalties or
                   fees are owing or exigible under any of the Employee Plans.

            (xii)  All contributions or premiums required to be made by Bema or
                   any Bema Subsidiaries under the terms of each Employee Plan,
                   any collective bargaining agreement or by Laws have been made
                   in a timely fashion in accordance with Laws and the terms of
                   the Employee Plans and any applicable collective bargaining
                   agreement, and none of Bema nor any Bema Subsidiaries has as
                   of the Closing Date will not have, any actual or potential
                   unfunded liabilities (other than liabilities accruing after
                   the Closing Date) with respect to any of the Employee Plans.
                   All liabilities of Bema or any Bema Subsidiaries (whether
                   accrued, absolute, contingent or otherwise) related to all
                   Employee Plans have been fully and accurately disclosed in
                   accordance with GAAP in the financial statements and will be
                   fully and accurately disclosed in the Closing Date balance
                   sheet.

            (xiii) Except as disclosed in the Bema Disclosure Letter, no
                   Employee Plan, nor any related trust or other funding medium
                   thereunder, is subject to any pending, threatened or
                   anticipated investigation, examination or other legal
                   proceeding, initiated by any Governmental Entity or by any
                   other person (other than routine claims for benefits), and
                   there exists no state of facts which after notice or lapse of
                   time or both could reasonably be expected to give rise to any
                   such investigation, examination or other legal proceeding or
                   to affect the registration of any Employee Plan required to
                   be registered. Further, should any matter arise which could
                   affect the registration of any Employee Plan, Bema shall, in
                   a timely fashion, take all steps required to ensure the
                   registration is not affected.

            (xiv)  There have been no withdrawals, applications or transfers of
                   assets from any Employee Plan or the trusts or other funding
                   media relating thereto except in accordance with the terms of
                   such Employee Plan, Laws and all applicable agreements. None
                   of Bema, any Bema Subsidiaries, or any of their agents or
                   employees, has been in breach of any contractual or

<PAGE>

                                                                              15


                   fiduciary obligation with respect to the administration of
                   the Employee Plans or the trusts or other funding media
                   relating thereto.

            (xv)   No insurance policy or other contract or agreement affecting
                   any Employee Plan requires or permits a retroactive increase
                   in premiums or payments due thereunder. The level of
                   insurance reserves in respect of each insured Employee Plan
                   is reasonable and sufficient to provide for all incurred but
                   unreported claims.

            (xvi)  Except as disclosed in the Bema Disclosure Letter or as
                   contemplated in this Agreement, the execution of this
                   Agreement and the completion of the transactions contemplated
                   hereby will not (either alone or in conjunction with any
                   additional or subsequent events) constitute an event under
                   any Employee Plan that will or may result in any material
                   payment (whether of severance pay or otherwise), acceleration
                   of payment or vesting of benefits, forgiveness of
                   indebtedness, vesting, distribution, restriction on funds,
                   increase in benefits or obligation to fund benefits with
                   respect to any Employee.

            (xvii) There exists no liability in connection with any former
                   benefit plan relating to the Employees or former Employees of
                   Bema or any Bema Subsidiaries or their beneficiaries that has
                   terminated, and all procedures for termination of each such
                   former benefit plan have been properly followed in accordance
                   with the terms of such former benefit plans and Laws.

     (t)    Reporting Status. Bema is a reporting issuer or its equivalent in
            each of the provinces and territories of Canada. Bema is subject to
            the filing obligations imposed by section 13 of the 1934 Act. The
            Bema Common Shares are listed on the TSX, the NYSE and on AIM. The
            Bema Warrants are listed on the TSX.

     (u)    Reports. Bema has filed (including, as applicable, on SEDAR) or
            furnished, as applicable, with the Securities Authorities, stock
            exchanges and all applicable self-regulatory authorities all forms,
            reports, schedules, statements, certifications, material change
            reports and other documents required to be filed or furnished by it
            (such forms, reports, schedules, statements, certifications and
            other documents, including any financial statements or other
            documents, including any schedules included therein, are referred to
            as the "Bema Documents"). The Bema Documents, at the time filed or
            furnished, (a) did not contain any misrepresentation (as defined in
            the Securities Act (Ontario)) and (b) complied in all material
            respects with the requirements of applicable securities legislation
            and the rules, policies and instruments of all Securities
            Authorities having jurisdiction over Bema. Without restricting the
            generality of the foregoing, each of the Bema Documents filed or
            furnished with the SEC, at the time of its filing or furnishing
            complied in all material respects with the applicable requirements
            of the 1933 Act, the 1934 Act and the Sarbanes-Oxley Act and any
            rules and regulations made

<PAGE>

                                                                              16


            thereunder applicable to such Bema Documents. As of their respective
            dates (or, if amended prior to the date hereof, as of the date of
            such amendment) the Bema Documents filed or furnished with the SEC
            did not contain any untrue statement of a material fact or omit to
            state a material fact required to be stated therein or necessary to
            make the statements made therein, in light of the circumstances in
            which they were made, not misleading. Bema has not filed any
            confidential material change or other report or other document with
            any Securities Authorities or stock exchange or other
            self-regulatory authority which at the date hereof remains
            confidential.

     (v)    Mineral Reserves and Resources. The estimated proven and probable
            mineral reserves and estimated, measured, indicated and inferred
            mineral resources disclosed in the Bema Documents filed on SEDAR as
            of year-end December 31, 2005 have been prepared and disclosed in
            all material respects in accordance with National Instrument 43-101.
            There has been no material reduction (other than as a result of
            operations in the ordinary course of business) in the aggregate
            amount of estimated mineral reserves, estimated mineral resources of
            Bema and its subsidiaries and Bema's material joint ventures, taken
            as a whole, from the amounts disclosed in the Bema Documents filed
            on SEDAR.

     (w)    Compliance with Laws and Exchange Requirements. Bema and, since the
            date Bema acquired each of the Bema Subsidiaries, the Bema
            Subsidiaries (A) have complied with and are not in violation of any
            applicable Laws other than such non-compliance or violations which
            would not, individually or in the aggregate, have a Material Adverse
            Effect on Bema and (B) have complied and are in compliance, in all
            material respects, with any applicable listing and corporate
            governance rules and regulations of the TSX, NYSE and AIM. To the
            knowledge of Bema, the Bema Subsidiaries and the Bema Significant
            Interest Companies (X) have complied with and are not in violation
            of any applicable Laws other than such non-compliance or violations
            which would not, individually or in the aggregate, have a Material
            Adverse Effect on Bema and (Y) have complied and are in compliance,
            in all material respects, with any applicable listing and corporate
            governance rules and regulations of the TSX, NYSE and AIM.

     (x)    No Cease Trade. Bema is not subject to any cease trade or other
            order of any applicable stock exchange or Securities Authority and,
            to the knowledge of Bema, no investigation or other proceedings
            involving Bema which may operate to prevent or restrict trading of
            any securities of Bema are currently in progress or pending before
            any applicable stock exchange or Securities Authority.

     (y)    No Option on Assets. Except as disclosed in the Bema Disclosure
            Letter, no person has any agreement or option or any right or
            privilege capable of becoming an agreement or option for the
            purchase from Bema or the Bema Subsidiaries of any of the material
            assets of Bema or any of the Bema Subsidiaries.

<PAGE>

                                                                              17


     (z)    Certain Contracts. Except as disclosed in the Bema Disclosure
            Letter, neither Bema, nor to the knowledge of Bema any of the Bema
            Subsidiaries is, nor since the date Bema acquired each of the Bema
            Subsidiaries has any Bema Subsidiary become, a party to or bound by
            any non-competition agreement or any other agreement, obligation,
            judgment, injunction, order or decree which purports to (i) limit
            the manner or the localities in which all or any material portion of
            the business of Bema or the Bema Subsidiaries are conducted, (ii)
            limit any material business practice of Bema or any Bema Subsidiary
            in any material respect, or (iii) restrict any acquisition or
            disposition of any material property by Bema or any Bema Subsidiary
            in any material respect.

     (aa)   Foreign Private Issuer. As of the date hereof, Bema is a "foreign
            private issuer" as defined in Rule 405 under the 1933 Act.

     (bb)   Investment Company Status. Bema is not an "investment company", as
            such term is defined under the 1940 Act.

     (cc)   Full Disclosure. Bema has made available to Kinross through Bema
            Documents filed on SEDAR and otherwise, all material information,
            including financial, operational and other information required by
            National Instrument 43-101, in respect of the properties listed in
            Schedule A required by National Instrument 43-101 and all such
            information as made available to Kinross was true and correct at the
            date of filing in all material respects and no material fact or
            facts were omitted therefrom which would make such information
            misleading.

     (dd)   No Broker's Commission. Bema has not entered into any agreement that
            would entitle any person (including Endeavour) to any valid claim
            against Bema for a broker's commission, finder's fee or any like
            payment in respect of the Arrangement or any other matter
            contemplated by this Agreement, except for the financial advisory
            fees disclosed in the Bema Disclosure Letter.

<PAGE>

                                   SCHEDULE K

                    REPRESENTATIONS AND WARRANTIES OF KINROSS
                    -----------------------------------------

Kinross represents and warrants to and in favour of Bema as follows:

     (a)    Organization. Each of Kinross, the Kinross Subsidiaries and, to the
            knowledge of Kinross, the Kinross Significant Interest Companies,
            has been incorporated, is validly subsisting and has full corporate
            and legal power and authority to own its property and assets and to
            conduct its business as currently owned and conducted. Each of
            Kinross, the Kinross Subsidiaries and, to the knowledge of Kinross,
            the Kinross Significant Interest Companies, is registered, licensed
            or otherwise qualified as an extra-provincial corporation or a
            foreign corporation in each jurisdiction where the nature of the
            business or the location or character of the property and assets
            owned or leased by it requires it to be so registered, licensed or
            otherwise qualified, other than those jurisdictions where the
            failure to be so registered, licensed or otherwise qualified would
            not have a Material Adverse Effect on Kinross. Except as disclosed
            in the Kinross Disclosure Letter, all of the outstanding shares of
            Kinross and the Kinross Subsidiaries and the outstanding securities
            representing Kinross' interest in each of the Kinross Significant
            Interest Companies are duly authorized, validly issued, fully paid
            and non-assessable (and, where required, properly registered).
            Except as disclosed in the Kinross Disclosure Letter, all of the
            outstanding shares of the Kinross Subsidiaries and all of the
            outstanding securities representing Kinross' interest in each of the
            Kinross Significant Interest Companies are owned directly or
            indirectly by Kinross or a Kinross Subsidiary. Except pursuant to
            restrictions on transfer contained in the articles or by-laws (or
            their equivalent) of the applicable Kinross Group Company or as
            disclosed by Kinross in the Kinross Disclosure Letter, the
            outstanding securities of each Kinross Group Company which are owned
            by Kinross (or by another Kinross Group Company) are owned free and
            clear of all Encumbrances and neither Kinross nor any of the Kinross
            Group Companies is liable to any Kinross Group Company or to any
            creditor in respect thereof. Other than as disclosed by Kinross in
            the Kinross Disclosure Letter, there are no outstanding options,
            rights, entitlements, understandings or commitments (contingent or
            otherwise) regarding the right to acquire any issued or unissued
            securities of any of the Kinross Group Companies from either Kinross
            or any of the Kinross Subsidiaries.

     (b)    Capitalization. Kinross is authorized to issue an unlimited number
            of Kinross Common Shares. As at November 3, 2006 there were
            362,556,247 Kinross Common Shares outstanding, an aggregate of
            3,789,760.16 Kinross Common Shares were set aside for issue under
            the Kinross Options and an aggregate of 8,333,333 Kinross Common
            Shares were set aside for issue under the Kinross Warrants. The
            Kinross Options and the Kinross Warrants are described in Schedule D
            attached hereto. Except for the Kinross Options and the Kinross

<PAGE>

                                                                               2


            Warrants and except as contemplated herein or as disclosed in the
            Kinross Disclosure Letter, there are no options, warrants,
            conversion privileges or other rights, agreements, arrangements or
            commitments (pre-emptive, contingent or otherwise) obligating
            Kinross or any of the Kinross Subsidiaries to issue or sell any
            shares of Kinross or any of the Kinross Subsidiaries or any
            securities or obligations of any kind convertible into or
            exchangeable for any shares of Kinross or any of the Kinross
            Subsidiaries. There are no outstanding bonds, debentures or other
            evidences of indebtedness of Kinross or any of the Kinross Group
            Companies having the right to vote with the Kinross Shareholders on
            any matter. There are no outstanding contractual obligations of
            Kinross or of any of the Kinross Group Companies to repurchase,
            redeem or otherwise acquire any outstanding Kinross Common Shares or
            with respect to the voting or disposition of any outstanding Kinross
            Common Shares.

     (c)    Authority. Kinross has all necessary power, authority and capacity
            to enter into this Agreement and all other agreements and
            instruments to be executed by Kinross as contemplated by this
            Agreement, and to perform its obligations hereunder and under such
            other agreements and instruments. The execution and delivery of this
            Agreement by Kinross and the completion by Kinross of the
            transactions contemplated by this Agreement have been authorized by
            the directors of Kinross, and no other corporate proceedings
            (including shareholders meetings) on the part of Kinross are
            necessary to authorize this Agreement or to complete the
            transactions contemplated hereby other than in connection with the
            approval by the directors of Kinross of the Definitive Agreement.
            This Agreement has been executed and delivered by Kinross and
            constitutes, a legal, valid and binding obligation of each of
            Kinross, enforceable against Kinross in accordance with its terms,
            subject to bankruptcy, insolvency, reorganization, fraudulent
            transfer, moratorium and other applicable Laws relating to or
            affecting creditors' rights generally, and to general principles of
            equity. The execution and delivery by Kinross of this Agreement and
            the performance by it of its obligations hereunder and the
            completion of the transactions contemplated hereby, do not and will
            not:

            (i)    result in a violation, contravention or breach of, require
                   any consent to be obtained under or give rise to any
                   termination rights under any provision of,

                   (A)  the articles or by-laws (or their equivalent) of Kinross
                        or any of the Kinross Subsidiaries, or, to the knowledge
                        of Kinross, any of the Kinross Significant Interest
                        Companies,

                   (B)  except for the consents, waivers, permits, exemptions,
                        orders or approvals of, and any registrations and
                        filings with, any Governmental Entity contemplated in
                        subparagraph 9(f) or as disclosed in the Kinross
                        Disclosure Letter, any Laws, or

<PAGE>

                                                                               3


                   (C)  except as disclosed in the Kinross Disclosure Letter,
                        any contract, agreement, licence or permit to which
                        Kinross, or any of the Kinross Subsidiaries, or to the
                        knowledge of Kinross, any of the Kinross Significant
                        Interest Companies, is bound or is subject to or of
                        which Kinross or any Kinross Group Company is the
                        beneficiary;

            (ii)   except as disclosed in the Kinross Disclosure Letter, give
                   rise to any right of termination or acceleration of
                   indebtedness, or cause any indebtedness owing by Kinross or
                   any of the Kinross Subsidiaries, or to the knowledge of
                   Kinross, any of the Kinross Significant Interest Companies,
                   to come due before its stated maturity or cause any of its
                   available credit to cease to be available;

            (iii)  except as disclosed in the Kinross Disclosure Letter, result
                   in the imposition of any Encumbrance upon any of the property
                   or assets of Kinross, any of the Kinross Subsidiaries, or to
                   the knowledge of Kinross, any of the Kinross Significant
                   Interest Companies, or restrict, hinder, impair or limit the
                   ability of Kinross, any of the Kinross Subsidiaries, or to
                   the knowledge of Kinross, any of the Kinross Significant
                   Interest Companies to conduct the business of Kinross or any
                   of the Kinross Subsidiaries, or to the knowledge of Kinross,
                   any of the Kinross Significant Interest Companies as and
                   where it is now being conducted; or

            (iv)   except as disclosed in the Kinross Disclosure Letter or the
                   Kinross Documents filed on SEDAR, result in any payment
                   (including termination, severance, unemployment compensation,
                   change of control, "golden parachute", bonus or otherwise)
                   becoming due to any employee, director or officer of Kinross
                   or any Kinross Subsidiary or increase any benefits otherwise
                   payable under any employee benefit plan or result in the
                   acceleration of the time of payment or vesting of any such
                   benefits;

            which would, individually or in the aggregate, have a Material
            Adverse Effect on Kinross. No consent, approval, order or
            authorization of, or declaration or filing with, or waiver of any
            right of, any Governmental Entity or other person is required to be
            obtained or made by Kinross, any of the Kinross Subsidiaries, or to
            the knowledge of Kinross, any of the Kinross Significant Interest
            Companies in connection with the execution and delivery of this
            Agreement or the consummation by Kinross of the transactions
            contemplated hereby other than (i) in the event the transactions
            contemplated herein is structured as an Arrangement, any approvals
            required pursuant to orders made by the Court, (ii) filings with and
            approvals required by the Securities Authorities and stock
            exchanges, (iii) any other consents, waivers, permits, orders or
            approvals referred to in the Kinross Disclosure Letter, (iv) any
            other consent, approval, order, authorization, waiver, permit or
            filing required under any applicable Antitrust Law, and (v) any
            other consent, approval, order, authorization, declaration, filing
            or waiver which, if not

<PAGE>

                                                                               4


            obtained, would not, individually or in the aggregate, have a
            Material Adverse Effect on Kinross.

     (d)    Directors' Approvals. The directors of Kinross have unanimously
            authorized the entering into of this Agreement, and the performance
            by Kinross of its obligations hereunder.

     (e)    Kinross Subsidiaries. The only Subsidiaries of Kinross are the
            Kinross Subsidiaries and the only other corporations in which
            Kinross owns a direct or indirect interest of greater than 10% are
            the Kinross Significant Interest Companies.

     (f)    No Defaults. Except as disclosed in the Kinross Disclosure Letter,
            neither Kinross nor any of the Kinross Subsidiaries nor, to the
            knowledge of Kinross, any of the Kinross Significant Interest
            Companies is in default under, and there exists no event, condition
            or occurrence which, after notice or lapse of time or both, would
            (to the knowledge of Kinross in the case of the Kinross Significant
            Interest Companies) constitute such a default under, any contract,
            agreement or licence to which any of them is a party or by which any
            of them is bound which would, individually or in the aggregate, have
            a Material Adverse Effect on Kinross.

     (g)    Absence of Changes. Since June 30, 2006, except as publicly
            disclosed in the Kinross Documents filed on SEDAR prior to the date
            hereof, or disclosed in the Kinross Disclosure Letter:

            (i)    Kinross and each of the Kinross Subsidiaries and, to the
                   knowledge of Kinross, each of the Kinross Significant
                   Interest Companies has conducted its business only in the
                   ordinary and regular course of business consistent with past
                   practice;

            (ii)   neither Kinross nor any of the Kinross Group Companies has
                   incurred or suffered a Material Adverse Change;

            (iii)  there has not been any acquisition or sale by Kinross, any of
                   the Kinross Subsidiaries, or to the knowledge of Kinross, any
                   of the Kinross Significant Interest Companies of any material
                   property or assets thereof;

            (iv)   other than in the ordinary and regular course of business
                   consistent with past practice, there has not been any
                   material increase in or modification of the compensation
                   payable to or to become payable by Kinross or any of the
                   Kinross Subsidiaries to any of their employees or to any of
                   their respective directors or officers, or any grant to any
                   such employee, director or officer of any increase in
                   severance or termination pay or any increase or modification
                   of any bonus, pension, insurance or benefit arrangement made
                   to, for or with any of such employees, directors or officers;

<PAGE>

                                                                               5


            (v)    Kinross has not declared or paid any dividends or made any
                   other distribution on any of the Kinross Common Shares;

            (vi)   Kinross has not effected or passed any resolution to approve
                   a split, consolidation or reclassification of any of the
                   outstanding Kinross Common Shares;

            (vii)  other than in the ordinary and regular course of business
                   consistent with past practice, there has not been any
                   material increase in or modification of the compensation
                   payable to or to become payable by Kinross or any of the
                   Kinross Subsidiaries to any of their respective directors or
                   officers or to any director or officer of any of the Kinross
                   Significant Interest Companies who is a nominee of Kinross,
                   or any grant to any such director or officer of any increase
                   in severance or termination pay or any increase or
                   modification of any bonus, pension, insurance or benefit
                   arrangement made to, for or with any of such directors or
                   officers;

            (viii) Kinross has not effected any material change in its
                   accounting methods, principles or practices; and

            (ix)   other than as contemplated in connection with the
                   transactions contemplated herein, Kinross has not adopted
                   any, or materially amended any, collective bargaining
                   agreement, bonus, pension, profit sharing, stock purchase,
                   stock option or other benefit plan or shareholder rights
                   plan.

     (h)    Financial Matters.

            (i)    The audited consolidated financial statements of Kinross as
                   at and for the fiscal years ended December 31, 2005 and
                   December 31, 2004 (including the notes thereto and related
                   management's discussion and analysis) and Kinross' unaudited
                   financial statements as at and for the six months ended June
                   30, 2006 (including the notes thereto and related
                   management's discussion and analysis) were prepared in
                   accordance with Canadian GAAP consistently applied, and
                   fairly present in all material respects the consolidated
                   financial condition of Kinross at the respective dates
                   indicated and the results of operations of Kinross for the
                   periods covered on a consolidated basis (subject, in the case
                   of any unaudited interim consolidated financial statements,
                   to normal period-end adjustments) and reflect adequate
                   provision for the liabilities of Kinross on a consolidated
                   basis in accordance with Canadian GAAP. Neither Kinross nor
                   any of the Kinross Subsidiaries has any liability or
                   obligation (including, without limitation, liabilities or
                   obligations to fund any operations or work or exploration
                   program, to give any guarantees or for Taxes), whether
                   accrued, absolute, contingent or otherwise, not reflected in
                   the consolidated financial statements of Kinross for the six
                   months ended June

<PAGE>

                                                                               6


                   30, 2006, except liabilities and obligations incurred in the
                   ordinary and regular course of business since June 30, 2006.

            (ii)   The management of Kinross has established and maintained a
                   system of disclosure controls and procedures designed to
                   provide reasonable assurance that information required to be
                   disclosed by Kinross in its annual filings, interim filings
                   or other reports filed, furnished or submitted by it under
                   provincial and territorial securities legislation is reported
                   within the time periods specified in such legislation, laws
                   and rules.

            (iii)  Neither Kinross nor any of the Kinross Subsidiaries nor, to
                   the knowledge of Kinross, any director, officer, employee,
                   auditor, accountant or representative of Kinross or any of
                   the Kinross Subsidiaries has received or otherwise had or
                   obtained knowledge of any complaint, allegation, assertion or
                   claim, whether written or oral, regarding the accounting or
                   auditing practices, procedures, methodologies or methods of
                   Kinross or any of the Kinross Subsidiaries or their
                   respective internal accounting controls, including any
                   complaint, allegation, assertion or claim that Kinross or any
                   of the Kinross Subsidiaries has engaged in questionable
                   accounting or auditing practices, which has not been resolved
                   to the satisfaction of the Audit Committee of the Board of
                   Directors of Kinross.

     (i)    Compliance with Certain U.S. Securities Laws. Without limiting any
            of the other representations or warranties made herein, Kinross and,
            to the knowledge of Kinross, each of its officers and directors are
            in compliance in all material respects with and have complied in all
            material respects with the applicable provisions of the 1933 Act,
            the 1934 Act and the Sarbanes-Oxley Act.

     (j)    No Prohibited Payments. Neither Kinross, a Kinross Subsidiary nor,
            to the knowledge of Kinross, any Kinross Significant Interest
            Company or officer, director, employee, shareholder, agent or other
            person acting on behalf of any Kinross Group Company, (i) has made
            any Prohibited Payments, (ii) has made any payments or provided
            services that, even though not Prohibited Payments, were not legal
            to make or provide or that were not legal for the persons receiving
            them to receive, (iii) has received any payments, services or
            gratuities that were not legal to receive or that were not legal for
            the person making them to provide, (iv) has engaged in any
            transactions or made or received payments that were not properly
            recorded on the accounting books and records or properly disclosed
            on its financial statements, or (v) has maintained any off-book bank
            or cash account or "slush funds".

     (k)    Books and Records. The corporate records and minute books of Kinross
            and, since the date each Kinross Subsidiary was acquired or
            incorporated by Kinross, the corporate records and minute books of
            the Kinross Subsidiaries have been maintained in accordance with all
            applicable Laws and are complete and accurate in all material
            respects. The minute books of Kinross and the Kinross Subsidiaries

<PAGE>

                                                                               7


            provided to Bema for review are true and complete in all material
            respects and, except as disclosed in the Kinross Disclosure Letter,
            the minutes and documents contained therein have not been amended or
            supplemented since the time of such review. Financial books and
            records and accounts of Kinross and the Kinross Subsidiaries in all
            material respects (i) have been maintained in accordance with good
            business practices on a basis consistent with prior years, (ii) are
            stated in reasonable detail and accurately and fairly reflect the
            transactions and acquisitions and dispositions of assets of Kinross
            and the Kinross Group Companies, and (iii) in the case of Kinross
            and the Kinross Subsidiaries, accurately and fairly reflect the
            basis for the consolidated financial statements of Kinross.

     (l)    Litigation. There is no complaint, claim, action, proceeding or
            investigation pending or in progress or, to the knowledge of
            Kinross, threatened against or relating to Kinross or any of the
            Kinross Subsidiaries or affecting any of their respective
            properties, permits, licences or assets before any Governmental
            Entity which individually or in the aggregate has a Material Adverse
            Effect on Kinross. To the knowledge of Kinross, there is no claim,
            action, proceeding or investigation pending or threatened against or
            relating to any of the Kinross Significant Interest Companies or
            affecting any of their respective properties or assets before any
            Governmental Entity which individually or in the aggregate has a
            Material Adverse Effect on Kinross. There is no bankruptcy,
            liquidation, winding-up or other similar proceeding pending or in
            progress, or, to the knowledge of Kinross, threatened against or
            relating to Kinross or any of the Kinross Subsidiaries, or to the
            knowledge of Kinross, any of the Kinross Significant Interest
            Companies, before any Governmental Entity. Neither Kinross, any of
            the Kinross Subsidiaries, or to the knowledge of Kinross, any of the
            Kinross Significant Interest Companies, nor any of their respective
            properties or assets is subject to any outstanding judgment, fine,
            penalty, order, writ, injunction or decree that involves or may
            involve, or restricts or may restrict, or requires or may require,
            the expenditure of an amount of money in the aggregate in excess of
            $10,000,000 as a condition to or a necessity for the right or
            ability of Kinross or any Kinross Group Company, respectively, to
            conduct its business in all material respects as it has been carried
            on prior to the date hereof, or that would materially impede the
            consummation of the transactions contemplated by this Agreement.

     (m)    Title to Properties and Condition of Assets. Except as set forth in
            the Kinross Disclosure Letter, each of Kinross or a Kinross
            Subsidiary has sufficient title (whether in fee simple or equivalent
            or by means of an exploration, retention, reconnaissance,
            development or mining permit, right or licence or similar), free and
            clear of any title defect or Encumbrance, to its mineral projects
            with proven and probable reserves (other than property as to which
            it is a lessee, in which case it has a valid leasehold interest),
            such properties being described in Schedule B hereto, except for
            such defects in title or Encumbrances that, individually or in the
            aggregate, do not have a Material Adverse Effect on Kinross. All
            real and tangible personal property of Kinross and each Kinross
            Group Company is in generally

<PAGE>

                                                                               8


            good repair and is operational and usable in the manner in which it
            is currently being utilized, subject to normal wear and tear and
            technical obsolescence, repair or replacement, except for such
            property whose failure to be in such condition does not have a
            Material Adverse Effect on Kinross. All required permits or
            registrations necessary to perfect title in and to such assets have
            been carried out in compliance with applicable Law and are in full
            force and effect, except for any non-compliance that, individually
            or in the aggregate, does not have a Material Adverse Effect on
            Kinross.

     (n)    Insurance. Kinross and the Kinross Subsidiaries maintain policies of
            insurance in amounts and in respect of such risks as are normal and
            usual for companies of a similar size operating in the mining
            industry and as required in accordance with their respective
            licences and permits, and such policies are in full force and effect
            as of the date hereof.

     (o)    Environmental. Except as to the matters described in the Kinross
            Disclosure Letter, since the date Kinross acquired each of the
            Kinross Group Companies there has been no Environmental Condition,
            and in respect of each such Kinross Group Company, to the knowledge
            of Kinross, there exists no Environmental Condition, which,
            individually or in the aggregate, has a Material Adverse Effect on
            Kinross. Except as to the matters described in the Kinross
            Disclosure Letter, Kinross has received no notice, directive,
            advisory from any Government Entity of any Environmental Condition
            that would have a Material Adverse Effect on Kinross.

            Each of the Kinross Group Companies maintains sufficient financial
            reserves, including, but not limited to, financial assurance
            required by Governmental Entities pursuant to Environmental
            Approvals, sufficient to meet the obligations of such Kinross Group
            Company in respect of reclamation, remediation, closure and
            post-closure obligations relating to the assets and operations of
            such Kinross Group Company.

            Except as to matters described in the Kinross Disclosure Letter,
            each of the Kinross Group Companies has all Environmental Approvals
            required pursuant to Environmental Laws in respect of the current
            operations of such Kinross Group Company and is in compliance with
            such Environmental Approvals except where any non-compliance would
            not have a Material Adverse Effect on Kinross.

     (p)    Tax Matters. Except as disclosed in the Kinross Disclosure Letter,
            Kinross and the Kinross Subsidiaries have filed or caused to be
            filed and will continue to file and cause to be filed, in a timely
            manner all Tax Returns required to be filed by them (all of which
            Tax Returns were correct and complete in all material respects and
            no material fact has been omitted therefrom) and have paid,
            collected, withheld or remitted, or caused to be paid, collected,
            withheld or remitted, all Taxes that are due and payable,
            collectible and remittable. No extension of time in

<PAGE>

                                                                               9


            which to file any Tax Returns is in effect. Kinross has provided
            adequate accruals in accordance with Canadian GAAP in its published
            consolidated financial statements for any Taxes for the period
            covered by such financial statements which have not been paid,
            whether or not shown as being due on any Tax Returns. Since such
            publication date, no material liability for Taxes not reflected in
            such consolidated financial statements has been incurred or accrued
            by Kinross or the Kinross Subsidiaries other than in the ordinary
            course of business. No lien for Taxes has been filed or exists other
            than for Taxes not yet due and payable.

            Except as disclosed in the Kinross Disclosure Letter, there are no
            reassessments of Taxes in respect of Kinross or the Kinross
            Subsidiaries that have been issued and are outstanding and there are
            no outstanding issues which have been raised and communicated to
            Kinross or any Kinross Subsidiary by any Governmental Entity for any
            taxation year in respect of which a Tax Return of Kinross or any
            Kinross Subsidiary has been audited. Except as disclosed in the
            Kinross Disclosure Letter, no Governmental Entity has challenged,
            disputed or questioned Kinross or any Kinross Subsidiary in respect
            of Taxes or Tax Returns. Except as disclosed in the Kinross
            Disclosure Letter, none of Kinross or any Kinross Subsidiary is
            negotiating any draft assessment or reassessment with any
            Governmental Entity. Except as disclosed in the Kinross Disclosure
            Letter, Kinross is not aware of any contingent liabilities for Taxes
            or any grounds for an assessment or reassessment of Kinross or any
            Kinross Subsidiary, including, without limitation, unreported
            benefits conferred on any shareholder, aggressive treatment of
            income, expenses, credits or other claims for deduction under any
            return or notice other than as disclosed in the Financial
            Statements. Except as disclosed in the Kinross Disclosure Letter,
            neither Kinross nor any Kinross Subsidiary has received any
            indication from any Governmental Entity that an assessment or
            reassessment of Kinross or any Kinross Subsidiary is proposed in
            respect of any Taxes, regardless of its merits. Except as disclosed
            in the Kinross Disclosure Letter, neither Kinross nor any Kinross
            Subsidiary has executed or filed with any Governmental Entity any
            agreement or waiver extending the period for assessment,
            reassessment or collection of any Taxes. All taxation years up to
            and including the taxation year ended 1992 are considered closed by
            Canadian federal and provincial governmental bodies for the purposes
            of all Taxes.

            Kinross and each Kinross Subsidiary has withheld from each payment
            made to any of its present or former employees, officers and
            directors, and to all other persons all amounts required by law to
            be withheld, and furthermore, has remitted such withheld amounts
            within the prescribed periods to the appropriate Governmental
            Entity. Kinross and each Kinross Subsidiary has remitted all Canada
            Pension Plan contributions, provincial pension plan contributions,
            employment insurance premiums, employer health taxes and other Taxes
            payable by it in respect of its employees and has remitted such
            amounts to the proper Governmental Entity within the time required
            under the applicable legislation. Kinross and each Kinross
            Subsidiary has charged, collected and remitted on a

<PAGE>

                                                                              10


            timely basis all Taxes as required under applicable legislation on
            any sale, supply or delivery whatsoever, made by them.

            Kinross and each Kinross Subsidiary will not at any time be deemed
            to have a capital gain pursuant to subsection 80.03(2) of the Tax
            Act or any analogous provincial legislative provision as a result of
            any transaction or event taking place in any taxation year ending on
            or before the Closing Date.

            There are no circumstances existing which could result in the
            application of section 78 or 160 of the Tax Act or any equivalent
            provincial provision to Kinross or any Kinross Subsidiary.

            Neither Kinross nor any Kinross Subsidiary has participated,
            directly or through a partnership, in a transaction or series of
            transactions contemplated in subsection 247(2) of the Tax Act or any
            analogous provincial legislative provision.

            In respect of the Kinross Subsidiaries, no transaction has been
            entered into without a valid business purpose.

     (q)    Reporting Status. Kinross is a reporting issuer or its equivalent in
            each of the provinces of Canada. Kinross is subject to the filing
            obligations imposed by section 13 of the 1934 Act. The Kinross
            Common Shares are listed on the TSX and the NYSE.

     (r)    Reports. Kinross has filed or furnished, as applicable, with the
            Securities Authorities, stock exchanges and all applicable
            self-regulatory authorities all forms, reports, schedules,
            statements, certifications, material change reports and other
            documents required to be filed or furnished by it (such forms,
            reports, schedules, statements, certifications and other documents,
            including any financial statements or other documents, including any
            schedules included therein, are referred to as the "Kinross
            Documents"). The Kinross Documents, at the time filed or furnished,
            (a) did not contain any misrepresentation (as defined in the
            Securities Act (Ontario)) and (b) complied in all material respects
            with the requirements of applicable securities legislation and the
            rules, policies and instruments of all Securities Authorities having
            jurisdiction over Kinross. Without restricting the generality of the
            foregoing, each of the Kinross Documents filed or furnished with the
            SEC, at the time of its filing or furnishing complied in all
            material respects with the applicable requirements of the 1933 Act,
            the 1934 Act and the Sarbanes-Oxley Act and any rules and
            regulations made thereunder applicable to such Kinross Documents. As
            of their respective dates (or, if amended prior to the date hereof,
            as of the date of such amendment) the Kinross Documents filed or
            furnished with the SEC did not contain any untrue statement of a
            material fact or omit to state a material fact required to be stated
            therein or necessary to make the statements made therein, in light
            of the circumstances in which they were made, not misleading.
            Kinross has not filed

<PAGE>

                                                                              11


            any confidential material change or other report or other document
            with any Securities Authorities or stock exchange or other
            self-regulatory authority which at the date hereof remains
            confidential.

     (s)    Mineral Reserves and Resources. The estimated proven and probable
            mineral reserves and estimated, measured, indicated and inferred
            mineral resources disclosed in the Kinross Documents filed on SEDAR
            as of year-end December 31, 2005 have been prepared and disclosed in
            all material respects in accordance with National Instrument 43-101.
            There has been no material reduction (other than as a result of
            operations in the ordinary course of business) in the aggregate
            amount of estimated mineral reserves, estimated mineral resources or
            mineralized material of Kinross and its subsidiaries and Kinross'
            material joint ventures, taken as a whole, from the amounts
            disclosed in the Kinross Documents filed on SEDAR.

     (t)    Compliance with Laws and Exchange Requirements. Kinross and, since
            the date Kinross acquired each of the Kinross Subsidiaries, the
            Kinross Subsidiaries (A) have complied with and are not in violation
            of any applicable Laws other than such non-compliance or violations
            which would not, individually or in the aggregate, have a Material
            Adverse Effect on Kinross and (B) have complied and are in
            compliance, in all material respects, with any applicable listing
            and corporate governance rules and regulations of the TSX and NYSE.
            To the knowledge of Kinross, the Kinross Subsidiaries and the
            Kinross Significant Interest Companies (X) have complied with and
            are not in violation of any applicable Laws other than such
            non-compliance or violations which would not, individually or in the
            aggregate, have a Material Adverse Effect on Kinross and (Y) have
            complied and are in compliance, in all material respects, with any
            applicable listing and corporate governance rules and regulations of
            the TSX and NYSE.

     (u)    No Cease Trade. Kinross is not subject to any cease trade or other
            order of any applicable stock exchange or Securities Authority and,
            to the knowledge of Kinross, no investigation or other proceedings
            involving Kinross which may operate to prevent or restrict trading
            of any securities of Kinross are currently in progress or pending
            before any applicable stock exchange or Securities Authority.

     (v)    No Option on Assets. Except as disclosed in the Kinross Disclosure
            Letter, no person has any agreement or option or any right or
            privilege capable of becoming an agreement or option for the
            purchase from Kinross or the Kinross Subsidiaries of any of the
            material assets of Kinross or any of the Kinross Subsidiaries.

     (w)    Certain Contracts. Except as disclosed in the Kinross Disclosure
            Letter, neither Kinross, nor to the knowledge of Kinross any of the
            Kinross Subsidiaries is, nor since the date Kinross acquired each of
            the Kinross Subsidiaries has any Kinross Subsidiary become, a party
            to or bound by any non-competition agreement or any other agreement,
            obligation, judgment, injunction, order or decree which purports

<PAGE>

                                                                              12


            to (i) limit the manner or the localities in which all or any
            material portion of the business of Kinross or the Kinross
            Subsidiaries are conducted, (ii) limit any material business
            practice of Kinross or any Kinross Subsidiary in any material
            respect, or (iii) restrict any acquisition or disposition of any
            material property by Kinross or any Kinross Subsidiary in any
            material respect.

     (x)    Foreign Private Issuer. As of the date hereof, Kinross is a "foreign
            private issuer" as defined in Rule 405 under the 1933 Act.

     (y)    Investment Company Status. Kinross is not an "investment company",
            as such term is defined under the 1940 Act.

     (z)    Shares. The Kinross Common Shares to be issued pursuant to the
            transactions contemplated herein will, upon issue, be issued as
            fully-paid and non-assessable shares.

     (aa)   Certain Securities Law Matters. The Kinross Common Shares to be
            issued in connection with the transactions contemplated herein,
            including the Kinross Common Shares to be issued upon the exercise
            of the Bema Options and the Bema Warrants will not be subject to any
            statutory hold or restricted period under the securities legislation
            of any province or territory of Canada and, subject to restrictions
            contained therein in respect of "control distributions", will be
            freely tradable by the holders thereof. The Kinross Common Shares to
            be issued in connection with the Arrangement to Bema Shareholders
            who are residents of the United States of America or who are "U.S.
            persons" within the meaning of Regulation S under the 1933 Act,
            other than persons who are deemed to be affiliates of Bema for the
            purposes of Rule 145 under the 1933 Act, will not bear any
            restrictive legend imposed as a result of the operation of the 1933
            Act.

     (bb)   Full Disclosure. Kinross has made available to Bema through Kinross
            Documents filed on SEDAR and otherwise, all material information,
            including financial, operational and other information required by
            National Instrument 43-101, in respect of the properties listed in
            Schedule B required by National Instrument 43-101 and all such
            information as made available to Bema was true and correct in all
            material respects and no material fact or facts were omitted
            therefrom which would make such information misleading.

     (cc)   No Broker's Commission. Kinross has not entered into any agreement
            that would entitle any person to any valid claim against Kinross for
            a broker's commission, finder's fee or any like payment in respect
            of the Arrangement or any other matter contemplated by this
            Agreement except for the financial advisory fees disclosed in the
            Kinross Disclosure Letter.

     (dd)   Investment Canada. Kinross is not a "non-Canadian" within the
            meaning of the Investment Canada Act (Canada).
</TEXT>
</DOCUMENT>
