<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>tex3_1-9974.txt
<DESCRIPTION>EX-3.1
<TEXT>
<page>

                                                                     EXHIBIT 3.1



                                                                            1
                                            |      Ontario Corporation Number |
                                            |    NUMERO DE LA SOCIETE ONTARIO |
                                            |               1683689
                                            |   ------------------------------|

|  C E R T I F I C A T E
|
|  This is to certify that these articles are effective on
|
|  JANUARY 01 JANVIER, 2006
|
|  Director/DIRECTRIES
|  Business Corporations Act/LOI SUR LES SOCIETES PAR ACTIONS
 --------------------------------------------------------------

FORM 4
BUSINESS CORPORATIONS ACT
FORMULE 4
LOI SUR LES SOCIETES PAR ACTIONS

                            ARTICLES OF AMALGAMATION
                                STATUTS DE FUSION

1.      The name of the amalgamated corporation is: (Set out in BLOCK CAPITAL
        LETTERS). DENOMINATION SOCIALE DE LA SOCIETE ISSUE DE LA FUSION (ECRIRE
        EN LETTRES MAJUSCULES SEULEMENT:

                            KINROSS GOLD CORPORATION

2.      The address of the registered office is: ADDRESS DU SIEGE SOCIAL:

  40 KING STREET WEST, 52ND FLOOR
-------------------------------------------------------------------------------
    (Street & Number or R.R. Number & if Multi-Office Building give Room No.)
  (RUE ET NUMERO, OU NUMERO DE LA R.R. ET, S'IL S'AGIT D'UN EDIFICE A BUREAUX,
                               NUMERO DU BUREAU)

  TORONTO, ONTARIO                                             M5H 3Y2
-------------------------------------------------------------------------------
     (Name of Municipality or Post Office)                  (Postal Code
(NOM DE LA MUNICIPALITE OU DU BUREAU DE POSTE              AU CODE POSTAL)

3.      Number of directors is/are:      or   MINIMUM AND MAXIMUM number of
                                              directors is/are:

        NOMBRE D'ADMINISTRATEURS:        OU   NOMBRES MINIMUM ET MAXIMUM
                                              D'ADMINISTRATEURS:

        Number                           or   MINIMUM AND MAXIMUM

        NOMBRE                           OU   MINIMUM ET MAXIMUM

<TABLE>
<CAPTION>
                                                                         3                                                 15
<C>                                                <S>                                                                 <S>
4.       The director(s) is/are:                | Address for service, giving Street & No. or R.R. No.,         |     Resident
         ADMINISTRATEUR(S):                     | Municipality, Province, Country and Postal Code DOMICILE ELU, |   Canadian State
         First name, middle names and           | COMPRIS LA RUE ET LE NUMERO OU LE NUMERO DE LA R.R., LE NOM   |   "Yes" or "No"
         surname                                | LA MUNICIPALITE, LA PROVINCE, LE PAYS ET LE CODE POSTAL       |     RESIDENT
         PRENOM, AUTRES PRENOMS ET NOM DE       |                                                               |  CANADIEN OUI/NON
         FAMILLE                                |                                                               |
-----------------------------------------------------------------------------------------------------------------------------------
         See page 1A attached hereto
                                                                                                                   then
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>
<PAGE>

                                                                              1A

                                                             SCHEDULE

                                                             TO FORM 4

                                                    ARTICLES OF AMALGAMATION OF
<TABLE>
<CAPTION>

<C>                                             <S>                                                              <S>
                                                                    ADMINISTRATEUR(S):
4.       The director(s) is/are:                | Address for service, giving Street & No. or R.R. No.,         |     Resident
         ADMINISTRATEUR(S):                     | Municipality, Province, Country and Postal Code DOMICILE ELU, |   Canadian State
         First name, initials and               | COMPRIS LA RUE ET LE NUMERO OU LE NUMERO DE LA R.R., LE NOM   |   "Yes" or "No"
         surname                                | LA MUNICIPALITE, LA PROVINCE, LE PAYS ET LE CODE POSTAL       |     RESIDENT
         PRENOM, INITIALES ET NOM DE            |                                                               |  CANADIEN OUI/NON
         FAMILLE                                |                                                               |
------------------------------------------------------------------------------------------------------------------------------------
                                                |                                                               |
         Catherine E. McLeod-Seltzer            | 40 King Street West, Suite 52nd Floor, Toronto, Ontario,      |      Yes
                                                | M5H 3Y2                                                       |
                                                |                                                               |
         John E. Oliver                         | 40 King Street West, Suite 52nd Floor, Toronto, Ontario,      |      No
                                                | M5H 3Y2                                                       |
                                                |                                                               |
         John K. Carrington                     | 40 King Street West, Suite 52nd Floor, Toronto, Ontario,      |      Yes
                                                | M5H 3Y2                                                       |
                                                |                                                               |
         Scott A. Caldwell                      | 40 King Street West, Suite 52nd Floor, Toronto, Ontario,      |      No
                                                | M5H 3Y2                                                       |
                                                |                                                               |
         John A. Brough                         | 40 King Street West, Suite 52nd Floor, Toronto, Ontario,      |      No
                                                | M5H 3Y2                                                       |
                                                |                                                               |
         John A. Keyes                          | 40 King Street West, Suite 52nd Floor, Toronto, Ontario,      |      No
                                                | M5H 3Y2                                                       |
                                                |                                                               |
         John M.H. Huxley                       | 40 King Street West, Suite 52nd Floor, Toronto, Ontario,      |      Yes
                                                | M5H 3Y2                                                       |
                                                |                                                               |
         Terence C.W. Reid                      | 40 King Street West, Suite 52nd Floor, Toronto, Ontario,      |      Yes
                                                | M5H 3Y2                                                       |
                                                |                                                               |
         George F. Michals                      | 40 King Street West, Suite 52nd Floor, Toronto, Ontario,      |      Yes
                                                | M5H 3Y2                                                       |
                                                |                                                               |
         Richard S. Hallisey                    | 40 King Street West, Suite 52nd Floor, Toronto, Ontario,      |      Yes
                                                | M5H 3Y2                                                       |
                                                |                                                               |
         Burt W. Tye                            | 40 King Street West, Suite 52nd Floor, Toronto, Ontario,      |      Yes
                                                | M5H 3Y2                                                       |
</TABLE>

<PAGE>

                                                                               2

5.      CHECK A OR B
        COCHER A OU B

        [ ]     A)      The amalgamation agreement has been duly adopted by the
                        shareholders of each of the amalgamating corporations as
                        required by subsection 176 (4) of the Business
                        Corporations Act on the date set out below.

                A)      LES ACTIONNAIRES DE CHAQUE SOCIETE QUI FUSIONNNE ONT
                        DUMENT ADOPTE LA CONVENTION DE FUSION CONFORMEMENT AU
                        PARAGRAPHE 176(4) DE LA LOI SUR LES SOCIETES PAR ACTIONS
                        A LA DATE MENTIONNEE CI-DESSOUS.

        OR
        OU

        [x]     B)      The amalgamation has been approved by the directors of
                        each amalgamating corporation by a resolution as
                        required by section 177 of the Business Corporations Act
                        on the date set out below.

                B)      LES ADMINISTRATEURS DE CHAQUE SOCIETE QUI FUSIONNE ONT
                        APPROUVE LA FUSION PAR VOLE DE RESOLUTION CONFORMEMENT A
                        I'ARTICLE 177 DE LA LOI SUR LES SOCIETE PAR ACTIONS A LA
                        DATE MENTIONNEE CI-DESSOUS. The articles of amalgamation
                        in substance contain the provisions of the articles of
                        incorporation of LES STATUTS DE FUSION REPRENNENT
                        ESSENTIELLEMENT LES DISPOSITIONS DES STATUTS
                        CONSTITUTIFS DE

                        KINROSS GOLD CORPORATION
                        --------------------------------------------------------
                         and are more particularly set out in these articles.
                         et sont EnoncEs textuellement aux prEsents statuts.


<TABLE>
<CAPTION>

<S>                                           <C>                                     <C>
Names of amalgamating corporations          | Ontario Corporation Number NUMERO DE   | Date of Adoption/Approval
DENOMINATION SOCIALE DES SOCIETES QUI       | LA SOCIETE EN ONTARIO                  | DATE D'ADOPTION OU D'APPROBATION
FUSIONNENT                                  |                                        |
                                            |                                        |  Year/annEe     Month/mois       Day/jour
------------------------------------------------------------------------------------------------------------------------------------
                                            |                                        |
Echo Bay Mines Ltd.                         | 237574                                 | 2005/12/15
                                            |                                        |
                                            |                                        |
Kinross Gold Corporation                    | 1642774                                | 2005/12/21
</TABLE>

<PAGE>

                                                                               3

6.      Restrictions, if any, on business the corporation may carry on or on
        powers the corporation may exercise. LIMITES, S'IL Y A LIEU, IMPOSEES
        AUX ACTIVITES COMMERCIALS OU AUX POUVOIRS DE LA SOCIETE.

        None.
















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

        An unlimited number of Common Shares and 311,933 Convertible Preferred
        Shares.

<PAGE>

                                                                               4

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

        See pages 4A to 4O attached hereto.

<PAGE>

                                                                              4A



PART 1 - INTERPRETATION

In this Appendix

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

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

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

PART 2 - COMMON SHARES

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

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

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

PART 3 - PREFERRED SHARES

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

Section 3.1    DEFINITIONS AND INTERPRETATION:

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

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


                                                                              4B
<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                                                              4C
<PAGE>

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

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

        (c)     NOTICE:

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

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

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

Section 3.2    CONVERSION PRIVILEGE:

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

        (b)     EXERCISE OF CONVERSION RIGHT: Any holder of Preferred Shares
                desiring to exercise the Conversion Right shall complete the
                conversion panel, if any, on the reverse of the certificate or
                certificates representing the Preferred Shares which such holder
                desires to convert (or such other document as may be provided by
                or on behalf of the Corporation for such purpose), specifying
                the number of



                                                                              4D
<PAGE>

                Preferred Shares to be converted, and shall present and
                surrender to the Corporation at its registered office the
                certificate or certificates representing the Preferred Shares to
                be convened, naming the persons in whose name the Common Shares
                are to be registered, and stating the number of Common Shares to
                be issued to each. If any of the Common Shares are to be issued
                to persons other than the holder of such Preferred Shares, all
                other conditions precedent to the Corporation's duty to register
                a transfer of shares shall also be satisfied. On the date of
                such delivery and if such conditions are satisfied, each person
                in whose name the Common Shares are to be issued as designated
                in the notice shall be deemed for all purposes the holder of
                fully paid Common Shares in the number designated in such notice
                (not exceeding in aggregate as among such persons the total
                number of Common Shares resulting from the conversion) and such
                persons shall be entitled to delivery by the Corporation of
                certificates representing their Common Shares promptly after
                such date. If less than all of the Preferred Shares represented
                by any certificate are converted, the Corporation shall issue a
                new certificate for the balance without charge.

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

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

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

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

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

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

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

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



                                                                              4E
<PAGE>

                                Shares that would be issued and outstanding had
                                all of such securities been exchanged for or
                                converted into Common Shares on such record date
                                and the denominator of which shall be the number
                                of Common Shares issued and outstanding on such
                                record date.

                (ii)    RIGHTS OFFERINGS BV CORPORATION: if the Corporation
                        shall distribute rights, options or warrants exercisable
                        within a period of 43 days after the record date for
                        such distribution to subscribe for or purchase Common
                        Shares or securities exchangeable for or convertible
                        into Common Shares at a price per Common Share or at an
                        exchange or conversion value per Common Share in the
                        case of securities exchangeable for or convertible into
                        Common Shares equal to or less than 90% of the Current
                        Market Price for the Common Shares determined as of the
                        record date for such distribution, to all or
                        substantially all of the holders of Common Shares (any
                        such event being called a "Rights Offering"), the
                        Conversion Basis then in effect shall be adjusted
                        effective immediately alter the record date on which
                        holders of Common Shares are determined for purposes of
                        the Rights Offering to the Conversion Basis determined
                        by multiplying:

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

                        (B)     the fraction

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

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

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

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

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

                                        (2)     the number determined by
                                                dividing either

                                                (x)     the product of

                                                        1.    the number of
                                                              Common Shares so
                                                              offered, and

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

                                                (y) the product of

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

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

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

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

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

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

                (C)     evidences of indebtedness; or

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

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

                (E)     the fraction

                        (I)     the numerator of which shall be the number of
                                Common Shares issued and outstanding on such
                                record date multiplied by the



                                                                              4F
<PAGE>

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

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

                                (1)     the product of

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

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

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

        (iv)    OTHER ORGANIZATIONS BY CORPORATION: If and whenever there is a
                capital reorganization of the Corporation not otherwise provided
                for in this subsection 3.2(d) or a consolidation, merger or
                amalgamation of the Corporation with or into another body
                corporate (any such event being called a "Capital
                Reorganization'), any holder of Preferred Shares who exercises
                the Conversion Right after the effective date of such Capital
                Reorganization shall be entitled to receive and shall accept,
                upon the exercise of such right, in lieu of the number of Common
                Shares to which such holder was theretofore entitled on
                conversion, the aggregate number of shares or other securities
                of the Corporation or of the body corporate resulting from the
                Capital Reorganization that such holder would have been entitled
                to receive as a result of such Capital Reorganization if, on the
                effective date thereof, such holder had been the registered
                holder of the number of Common Shares to which such holder was
                theretofore entitled upon conversion, subject to adjustment
                thereafter in accordance with provisions the same, as nearly as
                may be possible, as those contained in paragraphs (i), (ii) and
                (iii) of this subsection 3.2(d); provided that no such Capital
                Reorganization shall be made effective unless all necessary
                steps shall have been taken so that the holders of Preferred
                Shares shall thereafter be entitled to receive such number of
                such shares or other securities of the Corporation or of the
                body corporate resulting from the Capital Reorganization.

        (v)     RECLASSIFICATION BY CORPORATION: If the Corporation shall
                reclassify the issued and outstanding Common Shares (such event
                being called a "Reclassification"), the Conversion Basis shall
                be adjusted effective immediately after the record date of such
                Reclassification so that holders of Preferred Shares who
                exercise the Conversion Right thereafter shall be entitled to
                receive the shares that such holders would have received had
                such Preferred Shares been converted immediately prior to such
                record date,


                                                                              4H
<PAGE>

                subject to adjustment thereafter in accordance with provisions
                the same, as nearly as may be possible, as those contained in
                paragraphs (i), (ii) and (iii) of this subsection 3.2(d).

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

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

                (B)     No adjustment in the Conversion Basis shall be made
                        pursuant to this subsection 3.2(d) in respect of the
                        issue from time to time of Common Shares to holders of
                        Common Shares who exercise an option to receive
                        substantially equivalent dividends in Common Shares or
                        securities exchangeable for or convertible into Common
                        Shares in lieu of receiving cash dividends, and any such
                        issue shall be deemed not to be a Common Share
                        Reorganization.

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

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

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



                                                                              4I
<PAGE>

                by the directors of the Corporation and such determination shall
                bind the Corporation and all shareholders of the Corporation.

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

Section 3.3    DIVIDEND:

        (a)     PAYMENT OF DIVIDEND: The holders of Preferred Shares shall be
                entitled to receive, and the Corporation shall pay thereon, as
                and when declared by the directors of the Corporation, out of
                monies of the Corporation properly applicable to the payment of
                dividends, fixed, cumulative, preferential cash dividends at an
                annual rate of $0.80 per share per annum, payable in equal
                quarterly instalments on each Dividend Payment Date. Subject as
                hereinafter provided, dividends on outstanding Preferred Shares
                shall accrue from day to day from the date of issue; provided
                that all Preferred Shares validly issued and outstanding on any
                record date for a dividend shall, regardless of their respective
                dates of issue be entitled to rank equally without distinction
                with respect to the amount of any dividend declared payable to
                holders of record thereon on any date following any of the
                respective dates of issue, with the intent that all holders of
                outstanding Preferred Shares on any record date for any dividend
                shall be entitled to receive the same amount of dividends per
                share. The holders of Preferred Shares shall not be entitled to
                any dividends other than or in excess of the fixed, cumulative,
                preferential cash dividends provided for herein.

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

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

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

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

        (c)     METHOD OF PAYMENT: Cheques payable in lawful money of Canada at
                par at any branch in Canada of the bank of the Corporation for
                the time being shall be



                                                                             4J
<PAGE>

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

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

Section 3.4    REDEMPTION:

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

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

(c)     METHOD OF REDEMPTION: In any case of redemption of Preferred Shares, the
        Corporation shall, not less than 30 nor more than 60 days before the
        date specified for redemption, send to each holder of Preferred Shares
        to be redeemed notice of the intention of the Corporation to redeem such
        Preferred Shares. Such notice shall set out the number of Preferred
        Shares held by the holder which are to be redeemed, the Redemption
        Price, the date specified for redemption, and the place within Canada at
        which holders of Preferred Shares may present and surrender such
        Preferred Shares for redemption. On and after the date specified for
        redemption, the Corporation shall pay or cause to be paid to or to the
        order of the holders of the Preferred Shares to be redeemed the
        Redemption Price for each Preferred Share to be redeemed on presentation
        and surrender, at the registered office of the Corporation or any other
        place within Canada specified in the notice of redemption, of the
        certificate or certificates representing the Preferred Shares called for
        redemption. Payment in respect of Preferred Shares



                                                                              4K
<PAGE>

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


                                                                              4L
<PAGE>

Section 3.5    RETRACTION:

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


        (b)     MECHANICS OF RETRACTION: A holder of Preferred Shares who
                desires to exercise the right of retraction provided for in
                subsection 3.5(a) hereof in respect of any Preferred Shares then
                outstanding and registered in the name of such holder on the
                books of the Corporation shall, at least five days before the
                date specified for redemption, tender to the Corporation at the
                registered office of the Corporation a notice in writing that
                the holder requires the Corporation to redeem all or part of the
                Preferred Shares registered on the books of the Corporation in
                the name of such holder. Such notice shall set out the date on
                which redemption is to take place and, if part only of the
                Preferred Shares held by such person is to be redeemed, the
                number of Preferred Shares of such holder to be redeemed, shall
                be signed by the person registered on the books of the
                Corporation as the holder of the Preferred Shares in respect of
                which the right of retraction is being exercised and shall be
                accompanied by the certificate or certificates representing the
                Preferred Shares tendered for redemption. On or before the date
                specified in the notice of retraction the Corporation shall pay
                or cause to be paid to or to the order of die registered holder
                of the Preferred Shares tendered for redemption the redemption
                price of the Preferred Shares tendered for redemption. Such
                payment shall be made by cheque payable at par at any branch in
                Canada of the bank of the Corporation for the time being and
                shall be mailed in a prepaid envelope addressed to such person
                at the address as it appears in the notice of retraction or,
                failing an address so appearing, at the address as it appears on
                the books of the Corporation or, in the event of the address of
                the holder not appearing on the books of the Corporation, then
                to the last known address of such holder. Such Preferred Shares
                shall thereupon be redeemed. If a part only of the Preferred
                Shares represented by any certificate are to be redeemed, a new
                certificate for the balance of such Preferred Shares shall be
                issued at the expense of the Corporation. From and after the
                date specified in the notice a holder of Preferred Shares
                tendered for redemption shall cease to be entitled to receive
                dividends declared on the Preferred Shares and shall not be
                entitled to exercise any of the rights of holders of Preferred
                Shares unless payment of the redemption price shall not be made
                in accordance with the provisions hereof, in which case the
                rights of the holder shall remain unaffected. Money which is
                represented by a cheque



                                                                              4M
<PAGE>

                which has not been presented for payment for a period of six
                years from the date specified in the notice shall be forfeited
                to the Corporation.


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


Section 3.6    PURCHASE FOR CANCELLATION:

        (a)     RIGHT TO PURCHASE: Subject to the provisions of the Act, these
                articles and to the provisions of section 3.7 hereof, the
                Corporation may at any time or from to time purchase for
                cancellation all or any pan of the outstanding Preferred Shares
                at any price by invitation for tenders addressed to all of the
                holders of Preferred Shares then outstanding or in any other
                manner provided that the price for each Preferred Shares so
                purchased for cancellation shall not exceed the Redemption Price
                plus costs of purchase.


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


Section 3.7 RESTRICTIONS ON DIVIDENDS AND RETIREMENT AND ISSUE OF SHARES: So
long as any of Preferred Shares are outstanding, the Corporation shall not,
without the prior approval of the holders of the Preferred Shares given as
specified in section 3.10 hereof:

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


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


                                                                              4N
<PAGE>


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


         unless

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

                (ii)    after giving effect to the payment of such dividend or
                        such redemption, purchase, retirement or capital
                        distribution, the realizable value of the assets of the
                        Corporation would not be less than the sum of the
                        liabilities of the Corporation plus the amount that
                        would be required to give effect to the rights of
                        holders of shares (other than the Preferred Shares) that
                        have a right to be paid, on redemption or liquidation,
                        rateably with or prior to holders of Preferred Shares
                        plus the amount required to redeem all of the then
                        outstanding Preferred shares, all calculated at the date
                        of such redemption, purchase or capital distribution, as
                        the case may be, in accordance with the then applicable
                        provisions of the Act.

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

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

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

(a)     APPROVAL OF QUORUM: Any approval required to be given by holders of
        Preferred Shares shall be deemed to have been sufficiently given if it
        shall be given by a resolution signed by all of the holders of the then
        outstanding Preferred Shares or by a resolution passed by the
        affirmative vote of at least two-thirds of the votes cast by the holders
        of Preferred Shares who voted in respect of that resolution at a meeting
        of the holders of the Preferred Shares called and held for that purpose

                                                                              4O
<PAGE>

        in accordance with the by-laws of the Corporation at which the holders
        of at least one-tenth of the then outstanding Preferred Shares are
        present in person or represented by proxy; provided that, if at any such
        meeting a quorum is not present within one-half hour after the time
        appointed for such meeting, the meeting shall be adjourned to the same
        day in the next week at the same time and to such place as the chairman
        of the meeting may determine and subject to the provisions of the Act,
        it shall not be necessary to give notice of such adjourned meeting. At
        such adjourned meeting holders of Preferred Shares then present in
        person or represented by proxy shall constitute a quorum and may
        transact the business for which the meeting was originally called and a
        resolution passed thereat by the affirmative vote of not less than
        two-thirds of the votes cast at such meeting shall constitute the
        approval of the holders of Preferred Shares.


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


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

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



<PAGE>

                                                                               5



9.      The issue, transfer or ownership of shares is/is not restricted and the
        restrictions (if any) are as follows: L' Emission, le transfert ou la
        propriETE d'actions est/n'est pas restreint. Les restrictions, s'll y a
        lieu, sont les suivantes:

        Not Applicable.






10.     Other provisions, (if any): AUTRES DISPOSITIONS, S'IL Y A LIEU :

        Not Applicable.










11.     The statements required by subsection 178(2) of the BUSINESS
        CORPORATIONS ACT are attached as Schedule "A". LES DECLARATIONS EXIGEES
        AUX TERMES DU PARAGRAPHE 178(2) DE LA LOI SUR LES SOCIETE PAR ACTIONS
        CONSTITUENT I'ANNEXE A.

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


                                                                               6
<PAGE>


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

        ----------------------------------------------------------------------
        Names of the amalgamating corporations and signatures and descriptions
        of office of their proper officers. DEnomination sociale des SOCIETE qui
        fusionnent, signature et fonction de leurs dirigeants rEguliErement
        dEsignEs. Echo Bay Mines Ltd. Kinross Gold Corporation



         By:  (SIGNED)  SHELLEY M. RILEY         By:  (SIGNED)  SHELLEY M. RILEY
              --------------------------                ------------------------
                  Shelley M. Riley,                         Shelley M. Riley,
                  Corporate Secretary                       Corporate Secretary

<PAGE>

                                                                    Schedule "A"

                        STATEMENT OF DIRECTOR OR OFFICER
                        PURSUANT TO SUBSECTION 178(2) OF
                          THE BUSINESS CORPORATIONS ACT

        I, Shelley M. Riley, of the City of Toronto, in the Province of Ontario,
hereby certify and state, in my capacity as Corporate Secretary and not in my
personal capacity, as follows:

1.      This Statement made pursuant to subsection 178(2) of Business
Corporations Act (the "Act").

2.      I am an officer of each of Kinross Gold Corporation and Echo Bay
Mines Ltd. (the "Amalgamating Corporations") and as such have knowledge of their
affairs.

3.      I have conducted such examinations of the books and records of each o
the Amalgamating Corporations as are necessary to enable me to make the
statements hereinafter set forth.

4.      There are reasonable grounds for believing that:

         (i)      each of the Amalgamating Corporations is, and the corporation
                  to be formed by their amalgamation will be, able to pay its
                  liabilities as they become due, and

         (ii)     the realizable value of such amalgamated corporation's assets
                  will not be less than the aggregate of its liabilities and
                  stated capital of all classes.

5.      There are reasonable grounds for believing that no creditor of any of
the Amalgamating Corporations will be prejudiced by the amalgamation.

        This Statement is made this 23rd day of December, 2005.





                                               (SIGNED) SHELLEY RILEY
                                               --------------------------------
                                               Shelley M. Riley,
                                               Corporate Secretary

<PAGE>

                                                                    Schedule "B"

                         CERTIFIED COPY OF A RESOLUTION
                          OF THE BOARD OF DIRECTORS OF

                               ECHO BAY MINES LTD.
                               (THE "CORPORATION")

"AMALGAMATION OF ECHO BAY MINES LTD.
AND KINROSS GOLD CORPORATION

        WHEREAS the Corporation is a wholly-owned subsidiary of Kinross Gold
Corporation ("Kinross");

        AND WHEREAS the Corporation desires to amalgamate with Kinross to
continue as one corporation;

NOW THEREFORE BE IT RESOLVED THAT:

1.      The Corporation be and it is hereby authorized to amalgamate with
Kinross under the provisions of Section 177(1) of the Business Corporations Act,
and to continue as one corporation under the name "Kinross Gold Corporation"
(the "Amalgamated Corporation");

2       The articles of amalgamation shall be the same as the articles of
Kinross, except as prescribed;

3       The shares of the Corporation shall be cancelled without repayment of
capital in respect thereof;

4       The by-laws of the Amalgamated Corporation shall be the same as the
by-laws of Kinross;

5.      No security shall be issued and no assets shall be distributed by the
Amalgamated Corporation in connection with the amalgamation;

6.      Any director or officer of the Corporation be and is hereby
authorized to do all things and execute all instruments and documents necessary
or desirable to carry out and give effect to the foregoing; and

7.      This resolution may be signed in counterpart, by original or
facsimile signature and each such counterpart when taken together shall
constitute one and the same resolution or document and, notwithstanding the date
of execution of each such counterpart, shall be deemed to bear the effective
date as set forth below."

        CERTIFIED to be a true copy of a resolution duly passed by the board of
directors of Echo Bay Mines Ltd. on the 15th day of December, 2005, as required
by law and that such resolution is in full force and effect and unamended as of
the date hereof,

                  DATED as of the 23rd day of December, 2005.



                                                  (SIGNED) SHELLEY RILEY
                                                  -----------------------------
                                                  Shelley M. Riley,
                                                  Corporate Secretary

<PAGE>

                                                                    Schedule "B"

                         CERTIFIED COPY OF A RESOLUTION
                          OF THE BOARD OF DIRECTORS OF

                            KINROSS GOLD CORPORATION
                               (THE "CORPORATION")

"AMALGAMATION OF KINROSS GOLD CORPORATION
AND ECHO BAY MINES LTD.
-------------------------------------------------------------------

        WHEREAS the Corporation is the holder of all the issued and outstanding
shares in the capital of Echo Bay Mines Ltd. ("Echo Bay");

        AND WHEREAS the Corporation desires to amalgamate with Echo Bay to
continue as

one corporation;

NOW THEREFORE BE IT RESOLVED THAT:

1.      The Corporation be and it is hereby authorized to amalgamate with
Echo Bay, its wholly-owned subsidiary, under the provisions of Section 177(1) of
the Business Corporations Act, and to continue one corporation under the name
"Kinross Gold Corporation" (the "Amalgamated Corporation");

2,      The articles of amalgamation shall be the same as the articles of the
Corporation, except as prescribed;

3       The issued and outstanding shares of Echo Bay shall be cancelled
without any repayment of capital in respect thereof;

4       The by-laws of the Amalgamated Corporation shall be the same as the
by-laws of the Corporation;

5.       No security shall be issued and no assets shall be distributed by the
Amalgamated Corporation in connection with the amalgamation;

6.       Any director or officer of the Corporation be and is hereby
authorized to do all things and execute all instruments and documents necessary
or desirable to carry out and give effect to the foregoing; and

7.       This resolution may be signed in counterpart, by original or
facsimile signature and each such counterpart when taken together shall
constitute one and the same resolution or document and, notwithstanding the date
of execution of each such counterpart, shall be deemed to bear the effective
date as set forth below."

        CERTIFIED to be a true copy of a resolution duly passed by the board of
directors of Kinross Gold Corporation on the 21st day of December, 2005 as
required by law and that such resolution is in full force and effect and
unamended as of the date hereof.

        DATED as of the 23rd day of December, 2005.


                                     (SIGNED) SHELLEY RILEY
                                     ------------------------------------------
                                     Shelley M. Riley,
                                     Corporate Secretary
</TEXT>
</DOCUMENT>
