AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 2003 SEC FILE NO. __________
===================================================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM F-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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KINROSS GOLD CORPORATION
(Exact name of registrant as specified in its charter)
ONTARIO, CANADA 1041 650430083
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
52ND FLOOR SCOTIA PLAZA, 40 KING STREET WEST
TORONTO, ONTARIO CANADA M5H 3Y2 (416) 365-5123
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
JOHN IVANY
52ND FLOOR SCOTIA PLAZA, 40 KING STREET WEST
TORONTO, ONTARIO CANADA M5H 3Y2 (416) 365-5123
(Name, address, including zip code, and telephone number, including area code, of agent for service)
COPIES TO:
KEITH L. POPE, ESQ. JOHN J. HALLE, ESQ.
PARR WADDOUPS BROWN GEE & LOVELESS CHRISTOPHER J. VOSS, ESQ.
185 SOUTH STATE STREET, SUITE 1300 STOEL RIVES LLP
SALT LAKE CITY, UTAH 84111-1537 3600 ONE UNION SQUARE
TELEPHONE (801) 532-7840 600 UNIVERSITY STREET
TELECOPY (801) 532-7750 SEATTLE, WASHINGTON 98101
TELEPHONE: (206) 624-0900
TELECOPY: (206) 386-7500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective
date of this registration statement and the completion of the merger between Crown Merger Corporation, a
wholly-owned subsidiary of Kinross Gold Corporation, and Crown Resources Corporation.
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. |_|
CALCULATION OF REGISTRATION FEE
========================================= ================== ===================== ==================== ============
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share(2) Offering Price(2) Fee(2)
----------------------------------------- ------------------ --------------------- -------------------- ------------
Common Shares, no par value 14,441,460 $7.798 $ 112,614,612 $9,111
----------------------------------------- ------------------ --------------------- -------------------- ------------
========================================= ================== ===================== ==================== ============
(1) Based on (i) (a) 20,488,101 shares of common stock, par value $0.01 per share, of Crown Resources Corporation
("Crown") outstanding as of December 9, 2003, (b) convertible debt, convertible into 12,329,527 shares of
Crown common stock as of December 9, 2003, (c) warrants to acquire up to 13,413,333 shares of Crown common
stock as of December 9, 2003, and (d) options to acquire 3,379,000 shares of Crown common stock as of
December 9, 2003; and (ii) an exchange ratio of 0.2911 Kinross Gold Corporation common shares for each share
of Crown common stock pursuant to the merger described herein.
(2) Pursuant to Rules 457(f)(1) and 457(c) under the Securities Act and solely for the purpose of calculating the
registration fee, the proposed maximum aggregate offering price is equal to the aggregate market value of the
approximate number of shares of Crown common stock to be converted in the merger (calculated as set forth in
note (1) above) based upon a market value of $2.27 per share of Crown common stock, the average of the bid
and asked price per share of Crown common stock on the OTC Bulletin Board on December 22, 2003.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY
ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
SUBJECT TO COMPLETION, DATED DECEMBER 23, 2003
THE INFORMATION IN THIS PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. KINROSS GOLD CORPORATION MAY NOT SELL THE SECURITIES OFFERED BY THIS
PROXY STATEMENT/PROSPECTUS UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROXY STATEMENT/PROSPECTUS
IS NOT AN OFFER TO SELL AND IT IS NOT SOLICITING AN OFFER TO BUY ANY SECURITIES
IN ANY JURISDICTION WHERE AN OFFER OR SOLICITATION IS NOT PERMITTED.
[LOGO] CROWN
RESOURCES
____________, 200_
Dear Shareholder of Crown Resources Corporation:
Crown Resources Corporation and Kinross Gold Corporation have agreed to
the acquisition of Crown by Kinross under the terms of a merger agreement.
Crown's board of directors is recommending approval of the plan of merger
because it believes the merger will benefit Crown's shareholders by creating
greater shareholder value and by allowing shareholders to participate in a
larger, more diversified company.
Under the terms of the merger agreement, each share of Crown common stock
will be converted into 0.2911 of a Kinross common share. Kinross will not issue
fractional shares and will pay cash in lieu thereof. Kinross estimates that it
will issue up to approximately 13.6 million Kinross common shares in the merger
and that immediately after the merger Crown shareholders will hold up to
approximately 3.8% of the then outstanding Kinross common shares, based on the
345.6 million Kinross common shares outstanding on December 9, 2003. Kinross
common shares are listed and traded on the Toronto Stock Exchange under the
symbol "K" and on the New York Stock Exchange under the symbol "KGC."
The proposed merger is subject to the approval of the Crown shareholders
and the Proxy Statement/ Prospectus attached to this letter is being sent to you
in order to solicit your support of the merger. The Proxy Statement/Prospectus
contains detailed information about the proposed merger and related matters. We
encourage you to read the entire Proxy Statement/Prospectus, including the
appendices, carefully prior to voting. YOU SHOULD PAY PARTICULAR ATTENTION TO
THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 10.
Your vote is very important. Whether or not you plan to attend the
special meeting, please take the time to vote by completing, signing, dating,
and mailing the enclosed proxy card to Crown or by providing voting instructions
to your broker.
On behalf of Crown's board of directors, I thank you for your support and
appreciate your consideration of this matter.
Sincerely yours,
/s/
Christopher Herald
President and CEO
Crown Resources Corporation
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE COMMISSION
HAS APPROVED OR DISAPPROVED THE KINROSS COMMON SHARES DESCRIBED IN THIS PROXY
STATEMENT/PROSPECTUS OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Proxy Statement/Prospectus is dated [__________________, 200_], and
is first being mailed to Crown shareholders on or about [__________, 200_].
ADDITIONAL INFORMATION
Kinross and Crown file annual, quarterly and other reports and other
information with the Securities and Exchange Commission, or SEC. For a listing
of the documents available from the SEC, Kinross and Crown, please see the
section entitled "Where You Can Find Additional Information" beginning on page
____.
Kinross will provide you with copies of the information relating to
Kinross, without charge, upon written or oral request to Shelley M. Riley,
Corporate Secretary:
Kinross Gold Corporation,
52nd Floor, Scotia Plaza,
40 King Street West,
Toronto, Ontario, CANADA M5H 3Y2,
Telephone: (416) 365-5198.
Crown will provide you with copies of this information relating to Crown,
without charge, upon written or oral request to James R. Maronick, Chief
Financial Officer:
Crown Resources Corporation
4251 Kipling Street, Suite 390
Wheat Ridge, Colorado 80033
Telephone: (303) 534-1030
IN ORDER TO RECEIVE TIMELY DELIVERY OF THE DOCUMENTS IN ADVANCE OF THE
CROWN SPECIAL MEETING, KINROSS AND CROWN SHOULD RECEIVE YOUR REQUEST NO LATER
THAN [________________________, 2004].
CROWN RESOURCES CORPORATION
4251 KIPLING STREET, SUITE 390
WHEAT RIDGE, COLORADO 80033
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON __________, 2004
To the Shareholders of Crown Resources Corporation:
Notice is hereby given that a special meeting of the shareholders of
Crown Resources Corporation, a Washington corporation ("Crown"), will be held on
__________, 2004, at ___:___ __.m., local time, at the offices of Crown, located
at 4251 Kipling Street, Suite 390, Wheat Ridge, Colorado, to consider and take
action upon the following matters:
1. a proposal to approve a plan of merger among Crown, Kinross
Gold Corporation, a corporation organized in the Province of Ontario,
Canada ("Kinross"), and Crown Merger Corporation, a wholly-owned
subsidiary of Kinross ("Crown Merger"), in accordance with the terms of
the Acquisition Agreement and Agreement and Plan of Merger among Kinross,
Crown, and Crown Merger, dated as of November 20, 2003, attached to the
Proxy Statement/Prospectus as Appendix "A," such that Crown will become a
wholly-owned subsidiary of Kinross on completion of the merger.
2. a proposal to approve one or more adjournments of the
special meeting, if necessary, to permit further solicitation of proxies
if there are not sufficient votes at the time of the special meeting to
approve the plan of merger; and
3. such other matters as may properly come before the meeting
or any adjournment or postponement thereof.
Holders of record of shares of Crown common stock at the close of
business on [__________, 2003,] the record date for the special meeting, are
entitled to notice of, and to vote at, the special meeting and any adjournments
or postponements of the special meeting. At the close of business on the record
date, Crown had [__________] shares of common stock outstanding and entitled to
vote.
Crown cannot complete the merger unless the plan of merger is approved by
the affirmative vote of the holders of at least two-thirds of the shares of
Crown common stock entitled to vote.
A form of proxy and a Proxy Statement/Prospectus containing more detailed
information with respect to the matters to be considered at the special meeting,
including a copy of the merger agreement, accompany and form a part of this
notice.
Whether or not you plan to attend the special meeting, please complete,
sign, date, and return the enclosed proxy card to ensure that your shares will
be represented at the special meeting. If you sign, date, and return your proxy
card without indicating how you wish to vote, your proxy will be counted as a
vote for the approval of all proposals. Even if you have returned your proxy,
you may still vote in person if you attend the special meeting.
If your shares are held of record by a broker, bank, or other nominee,
you must instruct the record holder how to vote if you wish your shares to be
voted. If you are not the record holder of your shares and you wish to vote at
the meeting, you must obtain a proxy issued in your name from the record holder.
If you fail to return your proxy or to vote in person at the special meeting,
your shares will effectively count as a vote against approval of the plan of
merger.
Under Washington law, Crown shareholders will have the opportunity to
assert dissenters' rights of appraisal in connection with the merger. These
rights are described in greater detail in the attached Proxy
Statement/Prospectus.
By Order of the Board of Directors
\James R. Maronick, Secretary
Wheat Ridge, Colorado
__________, 2004
TABLE OF CONTENTS
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PAGE
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING................................1
SUMMARY........................................................................3
THE COMPANIES..................................................................3
Kinross Gold Corporation.......................................................3
Crown Resources Corporation....................................................3
THE MERGER.....................................................................3
Reasons for the Merger.........................................................3
Terms of the Merger............................................................4
Dissenters' Rights in the Merger...............................................4
Material U.S. Federal Income Tax Consequences..................................4
Material Canadian Federal Income Tax Consequences..............................5
Recommendation of the Board of Directors.......................................5
Management of Kinross After the Merger.........................................5
Interests of Certain Persons in the Merger.....................................5
Distribution of Solitario Shares...............................................5
Principal Conditions to Completion of the Merger...............................5
Restrictions on Soliciting Alternative Transactions............................6
Kinross and Crown May Amend or Terminate the Merger Agreement..................6
Restrictions on Resale of Kinross Common Stock Issued in the Merger............6
Comparison of Shareholder Rights and Corporate Matters.........................7
Shares Held by Crown Directors and Executive Officers..........................7
New Certificates for Common Stock..............................................7
COMPARATIVE PER SHARE DATA.....................................................8
Financial Per Share Data.......................................................8
Trading Price Data.............................................................9
CURRENCY AND EXCHANGE RATE DATA................................................9
GLOSSARY AND MEASUREMENTS CONVERSION TABLE.....................................9
RISK FACTORS..................................................................10
CAUTIONARY STATEMENT..........................................................19
THE CROWN SPECIAL MEETING.....................................................20
GENERAL.......................................................................20
DATE, TIME, AND PLACE.........................................................20
PURPOSE OF THE SPECIAL MEETING................................................20
CROWN BOARD RECOMMENDATION....................................................20
RECORD DATE AND VOTING POWER..................................................20
VOTES REQUIRED................................................................20
STOCKHOLDER AND VOTING AGREEMENT..............................................21
QUORUM; ABSTENTIONS AND BROKER NON-VOTES......................................21
VOTING, PROXIES, AND REVOCATION...............................................21
SOLICITATION OF PROXIES AND EXPENSES..........................................22
PROPOSAL TO APPROVE ADJOURNMENT OF SPECIAL MEETING............................22
NO ADDITIONAL MATTERS.........................................................23
SHAREHOLDER PROPOSALS FOR THE CROWN 2004 ANNUAL MEETING.......................23
i
DIVIDEND POLICY...............................................................23
BUSINESS OF CROWN.............................................................23
OVERVIEW......................................................................23
RECENT DEVELOPMENTS...........................................................24
MATERIAL PROPERTIES...........................................................25
MINERAL PROPERTY AND EXPLORATION EXPENDITURE OVERVIEW.........................30
EXPLORATION ACTIVITIES........................................................30
EMPLOYEES.....................................................................30
LEGAL PROCEEDINGS.............................................................30
CORPORATE REORGANIZATION......................................................31
PRINCIPAL SHAREHOLDERS OF CROWN...............................................34
CROWN SELECTED HISTORICAL FINANCIAL INFORMATION...............................36
CROWN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS......................................................37
RESULTS OF OPERATIONS.........................................................37
LIQUIDITY AND CAPITAL RESOURCES...............................................40
NEW ACCOUNTING PRONOUNCEMENTS.................................................42
CRITICAL ACCOUNTING POLICIES..................................................43
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS............................44
DISCLOSURE ABOUT MARKET RISKS.................................................45
BUSINESS OF KINROSS...........................................................45
OVERVIEW......................................................................45
RECENT DEVELOPMENTS...........................................................46
HISTORY.......................................................................47
SUBSIDIARIES AND MANAGEMENT STRUCTURE.........................................49
OPERATIONS....................................................................50
MARKETING.....................................................................59
MINERAL RESERVES AND MINERAL RESOURCES........................................60
MATERIAL PROPERTIES...........................................................65
Fort Knox Mine and Area, Alaska...............................................65
The Porcupine Joint Venture...................................................76
Kubaka Mine, Russian Federation...............................................88
La Coipa Mine.................................................................96
Crixas Mine..................................................................103
Brasilia Mine................................................................110
Musselwhite Mine.............................................................117
Round Mountain...............................................................124
ii
ENVIRONMENTAL REGULATIONS....................................................132
LEGAL PROCEEDINGS AND CONTINGENCIES..........................................132
EMPLOYEES....................................................................135
MANAGEMENT OF KINROSS........................................................136
DIRECTORS....................................................................136
OFFICERS.....................................................................138
EXECUTIVE COMPENSATION.......................................................140
Option Grants in Last Fiscal Year............................................140
Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year End Option Values.....................................................141
Pension and Other Benefit Plans..............................................141
Employment Contracts.........................................................142
Directors and Officers' Insurance............................................142
Compensation of Directors....................................................143
Activities of the Compensation Committee.....................................143
Report on Executive Compensation.............................................143
PRINCIPAL SHAREHOLDERS OF KINROSS............................................146
MARKET PRICE FOR KINROSS COMMON SHARES.......................................148
KINROSS SELECTED FINANCIAL DATA..............................................149
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF KINROSS...................149
EXCHANGE RATE DATA...........................................................153
KINROSS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.....................................................154
OVERVIEW.....................................................................154
MERGERS AND ACQUISITIONS.....................................................155
FINANCIAL RESULTS............................................................156
LIQUIDITY AND FINANCIAL RESOURCES............................................183
CRITICAL ACCOUNTING POLICIES.................................................186
BUSINESS RISKS AND MANAGEMENT................................................186
STRATEGY.....................................................................190
OUTLOOK......................................................................190
iii
DISCLOSURES ABOUT MARKET RISKS...............................................192
COMMODITY PRICE RISKS........................................................192
FOREIGN CURRENCY EXCHANGE RISK...............................................193
INTEREST RATE RISK...........................................................194
ENERGY PRICE RISK............................................................194
CREDIT RISK MANAGEMENT.......................................................194
FAIR VALUES OF FINANCIAL INSTRUMENTS.........................................194
THE MERGER...................................................................196
GENERAL......................................................................196
BACKGROUND OF THE MERGER.....................................................196
REASONS FOR THE MERGER--ADVANTAGES AND DISADVANTAGES.........................199
INTERESTS OF CERTAIN INDIVIDUALS.............................................201
STOCK OPTIONS................................................................202
REGULATORY APPROVALS REQUIRED................................................202
DISSENTERS' RIGHTS OF APPRAISAL..............................................202
ACCOUNTING FOR THE MERGER....................................................205
DELIVERY OF CERTIFICATES FOR KINROSS COMMON SHARES...........................205
PAYMENT IN LIEU OF ISSUING FRACTIONAL SHARES.................................205
EXPENSES OF THE MERGER.......................................................205
RESTRICTIONS ON TRANSFER OF KINROSS COMMON SHARES............................206
AGREEMENTS RELATING TO THE MERGER............................................207
THE MERGER AGREEMENT.........................................................207
THE STOCKHOLDER AND VOTING AGREEMENT.........................................214
THE DISTRIBUTION AGREEMENT...................................................214
DESCRIPTION OF SECURITIES....................................................216
KINROSS PREFERRED SHARES.....................................................216
iv
KINAM CONVERTIBLE PREFERRED SHARES...........................................216
WARRANTS.....................................................................217
KINROSS COMMON SHARES........................................................217
TRANSFER AGENT...............................................................218
COMPARISON OF RIGHTS OF HOLDERS OF KINROSS COMMON SHARES AND HOLDERS OF
CROWN COMMON STOCK........................................................219
TAX CONSEQUENCES.............................................................233
UNITED STATES FEDERAL TAX CONSEQUENCES.......................................233
CANADIAN FEDERAL TAX CONSEQUENCES............................................238
v
EXPERTS......................................................................240
VALIDITY OF KINROSS COMMON SHARES............................................241
WHERE YOU CAN FIND MORE INFORMATION..........................................241
GLOSSARY OF TECHNICAL TERMS USED IN THIS DOCUMENT............................244
MEASUREMENTS CONVERSION TABLE................................................259
INDEX TO FINANCIAL STATEMENTS................................................260
APPENDICES
Appendix A - Merger Agreement.............................................A-1
Appendix B - Washington Dissenters' Rights Statute........................B-1
vi
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
Q. WHY IS MY VOTE IMPORTANT?
A. The plan of merger must be approved by at least two-thirds of the
shares of Crown common stock outstanding on the record date. If
you do not return your proxy card or vote at the special meeting,
it will be more difficult for Crown to obtain the necessary
approval of the plan of merger, because your failure to vote will
have the same practical effect as a vote against the plan of
merger.
Q. WHAT DO I NEED TO DO NOW?
A. After you have carefully read this document, please complete,
sign, and date your proxy and return it in the enclosed
postage-paid return envelope as soon as possible. This will enable
your shares to be represented and voted at the special meeting. If
your shares are held in a brokerage account, you must provide
instructions to your broker in order for your shares to be voted
on the plan of merger.
Q. CAN I CHANGE MY VOTE?
A. Yes. If you are a record holder, you can change your vote at any
time before your proxy is voted at the special meeting by:
o delivering to the Secretary of Crown a signed written
notice of revocation;
o delivering to the Secretary of Crown a signed proxy card
with a later date; or
o attending the special meeting and voting in person.
However, your attendance alone will not revoke your proxy.
If your shares are held in a "street name" account, you must
timely contact your broker, bank, or other nominee to change your
vote.
To ensure that a notice of revocation is received and acted upon,
please send the notice so that it is received, at the latest, one
business day before the special meeting.
Q. CAN I ATTEND THE MEETING AND VOTE MY SHARES IN PERSON?
A. Yes. All shareholders are invited to attend the special meeting.
Shareholders of record can vote in person at the special meeting.
If your shares are held in street name, then you are not the
shareholder of record and you must ask your broker, bank, or other
nominee how you can vote at the meeting.
Q. IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER OR BANK, WILL
MY BROKER OR BANK VOTE MY SHARES FOR ME?
A. No, your broker or bank will not vote your shares on the plan of
merger unless you provide instructions on how to vote. You should
follow the directions provided by your broker or bank regarding
how to instruct your broker or bank to vote your shares.
1
Q. WHAT IF I FAIL TO INSTRUCT MY BROKER OR BANK ABOUT HOW TO VOTE?
A. Your failure to instruct your broker, bank, or other nominee to
vote your shares will have the same effect as a vote against
approval of the plan of merger.
Q. SHOULD I SEND IN MY STOCK CERTIFICATES NOW?
A. No. After the merger is completed, you will receive a transmittal
form with instructions for the surrender of Crown stock
certificates. Please do not send in your stock certificates with
your proxy.
Q. WHO CAN HELP ANSWER MY QUESTIONS?
A. You should contact Christopher E. Herald at Crown Resources
Corporation, 4251 Kipling Street, Suite 390, Wheat Ridge, Colorado
80033, telephone (303) 534-1030, or by e-mail to cherald@aol.com.
You also may obtain additional information about Kinross and Crown
from the documents filed with the Securities and Exchange
Commission or by following the instructions in the section
entitled "Where You Can find Additional Information" on page 241.
2
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SUMMARY
THIS SUMMARY HIGHLIGHTS MATERIAL INFORMATION ABOUT THE PROPOSED MERGER
THAT IS MORE FULLY DISCUSSED ELSEWHERE IN THIS DOCUMENT. THIS SUMMARY DOES NOT
CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. TO UNDERSTAND THE
MERGER FULLY, WE ENCOURAGE YOU TO READ THE ENTIRE PROXY STATEMENT/PROSPECTUS,
INCLUDING THE MERGER AGREEMENT AND THE OTHER APPENDICES ATTACHED TO THIS PROXY
STATEMENT/PROSPECTUS. ALL INFORMATION CONCERNING KINROSS INCLUDED IN THIS
DOCUMENT HAS BEEN FURNISHED BY KINROSS, AND ALL INFORMATION CONCERNING CROWN
INCLUDED IN THIS DOCUMENT HAS BEEN FURNISHED BY CROWN.
THE COMPANIES
KINROSS GOLD CORPORATION
Kinross is principally engaged in the exploration for and the
acquisition, development, and operation of gold bearing properties in North and
South America and Russia. Kinross' principal product and source of cash flow is
gold. Kinross is amalgamated under and is governed by the laws of Ontario,
Canada. Kinross organized Crown Merger Corporation in the state of Washington
for the sole purpose of completing the merger and the acquisition of Crown.
Crown Merger has no operations or assets.
Kinross' principal offices are located at Suite 5200, Scotia Plaza, 40
King Street West, Toronto, Ontario, M5H 3Y2. Kinross' telephone number is (416)
365-5123. Kinross' corporate website is WWW.KINROSS.COM. The information on
Kinross' website is not incorporated by reference into this Proxy
Statement/Prospectus.
In Canada, the Kinross common shares trade on the Toronto Stock Exchange
(the "TSX") under the symbol "K." The Kinross common shares trade on the New
York Stock Exchange (the "NYSE") under the symbol "KGC." See "Business of
Kinross" beginning on page 45.
CROWN RESOURCES CORPORATION
Crown is a precious metals exploration company. Crown's primary business
has been to identify properties with promising mineral potential, acquire these
properties, and explore them to an advanced state. Other than its Buckhorn
Mountain Project, Crown currently has no active exploration activities and has
no revenues from operations.
Crown is organized under the laws of the state of Washington. Crown's
principal offices are located at 4251 Kipling Street, Suite 390, Wheat Ridge,
Colorado 80033, and its telephone number is (303) 534-1030. See "Business of
Crown" beginning on page 23.
THE MERGER
REASONS FOR THE MERGER
Crown is the owner of a potential mining property referred to as the
Buckhorn Mountain Project. Crown has conducted exploration activities, completed
a feasibility study, and begun the necessary permitting process to seek to
develop the Buckhorn Mountain Project into a producing gold mine. However, Crown
lacks the resources necessary to complete the permitting process and to fund the
capital expenditures that would be required to commence mining at the Buckhorn
Mountain Project site.
Kinross is an established gold mining company that owns an ore processing
mill at the Kettle River Mine located near the Buckhorn Mountain Project.
Kinross has access to the funding necessary to pursue the permitting process for
the Buckhorn Mountain Project and, assuming successful completion of that
process, to construct the necessary infrastructure and operate the mine. Kinross
believes that the permitting and operation of the Buckhorn
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3
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Mountain Project will be facilitated by the use of its existing Kettle River
mill and tailings facilities to process the ore from the Buckhorn Mountain
Project.
See "The Merger--Reasons for the Merger--Advantages and Disadvantages
beginning on page 199.
TERMS OF THE MERGER
In the merger, Kinross will acquire complete ownership of Crown. Each
outstanding share of Crown common stock will be converted into 0.2911 of a
Kinross common share. Fractional shares will be paid in cash. For example, if
you own 100 shares of Crown common stock, then you will receive 29 Kinross
common shares, plus an amount in cash equal to the market value of 0.11 of a
Kinross common share. The total number of Kinross common shares to be issued in
the merger will vary depending on whether outstanding warrants to purchase Crown
common stock are exercised for cash or on a cashless basis, as permitted by the
terms of the Crown warrants. However, Kinross estimates that it will issue
approximately 13.6 million Kinross common shares in the merger. On completion of
the merger, Crown shareholders will hold approximately 3.8% of the outstanding
Kinross common shares and Crown will be a wholly-owned subsidiary of Kinross.
At the election of the holder of any unexercised warrant to purchase
Crown common stock, the warrant will be exchanged for 0.2911 of a Kinross common
share for each share of Crown common stock that would have been issued if the
warrant had been exercised on a cashless basis immediately prior to the merger.
If the warrant holder does not make this election, the warrant will represent
the right to acquire Kinross common shares subsequent to the merger, with the
number of shares and the exercise price appropriately adjusted on the basis of
the merger exchange ratio.
On December 8, 2003, the Crown board of directors took action, as
permitted under the Crown 2002 Stock Incentive Plan, so that all options to
purchase Crown common stock not exercised as of the effective time of the merger
will be terminated.
The merger is expected to be completed as soon as practicable after the
special meeting.
See "The Merger" beginning on page 196.
DISSENTERS' RIGHTS IN THE MERGER
Under applicable Washington law, you may assert dissenters' rights and
receive a cash payment for the fair value of your shares, but only if you comply
with all requirements of Washington law as set forth in Appendix "B" of this
Proxy Statement/Prospectus. Pursuant to your dissenters' rights under Washington
law, you may seek a determination by a Washington court of the fair value of
your shares. The fair value determined by the court may be more than, less than,
or equal to the value of the consideration to be paid in the merger. Kinross'
obligation to consummate the merger is conditioned upon no more than 5% of the
Crown shareholders exercising dissenters' rights immediately prior to the
effective time of the merger. See "The Merger--Dissenters' Rights of Appraisal"
beginning on page 202.
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4
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
In the opinion of Parr Waddoups Brown Gee & Loveless, A Professional
Corporation, counsel to Kinross, and based on the assumed accuracy of factual
representations of Kinross and Crown, the merger will qualify as a
reorganization for U.S. federal income tax purposes, which means that Crown
shareholders and warrant holders generally will not recognize any gain or loss
on the exchange for United States federal income purposes, except with respect
to the cash, if any, received in lieu of fraction Kinross common shares. Crown
shareholders who exercise and perfect their dissenters' rights will generally
recognize gain or loss on the transaction as if it constituted a sale of their
Crown common stock. See "Tax Consequences--United States Federal Tax
Consequences" beginning on page 233.
MATERIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES
In the opinion of Cassels Brock & Blackwell LLP, counsel to Kinross,
Crown shareholders and warrant holders who are not, and have not been, resident
in Canada for purposes of the Income Tax Act (Canada) at any time while they
have held Crown common stock and/or warrants will not be subject to Canadian
federal income tax in respect of any capital gain arising on the exchange of
Crown common stock or warrants for Kinross common shares or cash in lieu of a
fractional Kinross common share as a result of the merger. For Crown
shareholders and warrant holders who are Canadian residents, the exchange will
be a taxable event so that they will realize a gain or loss, as applicable, for
Canadian income tax purposes. See "Tax Consequences--Canadian Federal Tax
Consequences" beginning on page 238.
RECOMMENDATION OF THE BOARD OF DIRECTORS
Crown's board of directors believes the merger is in the best interests
of the Crown shareholders and has unanimously adopted the plan of merger. The
Crown board unanimously recommends that the Crown shareholders vote "FOR"
approval of the plan of merger. See "The Crown Special Meeting--Crown Board
Recommendation" beginning on page 20.
MANAGEMENT OF KINROSS AFTER THE MERGER
Kinross' directors and executive officers will not change as a result of
the merger. See "The Merger" and "Management of Kinross" beginning on pages 196
and 136, respectively.
INTERESTS OF CERTAIN PERSONS IN THE MERGER
In June 2000, Crown entered into change in control agreements with each
of its executive officers. Completion of the Merger Agreement will be considered
a change in control (as defined in the agreements) and will result in payments
being made to executives. See " The Merger-Interests of Certain Individuals"
beginning on page 201.
DISTRIBUTION OF SOLITARIO SHARES
Prior to the merger, Crown intends to distribute all of the 9,633,585
(less any shares reserved for distribution upon exchange of warrants, as
described below) shares of common stock of Solitario Resources Corporation, a
Colorado corporation ("Solitario"), owned by it to Crown shareholders, other
than those shares of Solitario it is contractually obligated to withhold for
delivery on the exercise or exchange of outstanding warrants to purchase Crown
common stock. If you are a Crown shareholder as of [__________], the record date
for the distribution, you will receive a pro rata portion of the Solitario
common stock. Holders of outstanding Crown warrants will also receive Solitario
common stock if they elect to exchange their warrants for Kinross common shares.
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PRINCIPAL CONDITIONS TO COMPLETION OF THE MERGER
The merger is conditioned on the following:
o approval of the plan of merger by the holders of at least two-
thirds of the Crown common stock outstanding as of the record date
for the Crown special meeting;
o the compliance by each of the parties with their respective
representations, warranties, and covenants as set forth in the
merger agreement, unless waived by the other party;
o the absence of any material adverse change in the condition of
either party not consented to by the other party;
o the absence of material regulatory limitations or prohibitions on
the consummation of the transaction or the continuation of the
proposed business of Crown; and
o other conditions described under the heading "Agreements Relating
to the Merger--The Merger Agreement--Conditions to the Parties'
Obligations to Close the Merger" beginning on page 210.
RESTRICTIONS ON SOLICITING ALTERNATIVE TRANSACTIONS
Crown has agreed that it will not conduct any discussions regarding, or
enter into a prospective business combination of Crown with any party other than
Kinross except in limited circumstances. The limited exceptions to this
prohibition are intended to enable Crown's board of directors to fulfill its
fiduciary duties to Crown's shareholders. Each of Crown's officers, directors,
and shareholders who signed a voting agreement with Kinross also agreed not to
initiate or engage in any such discussions. See "Agreements Relating to the
Merger--The Merger Agreement--Offers for Alternative Transactions" beginning on
page 209.
KINROSS AND CROWN MAY AMEND OR TERMINATE THE MERGER AGREEMENT
Kinross and Crown can mutually agree to terminate the merger agreement at
any time before completing the merger. Also, either of Kinross or Crown may,
without the other's consent, but subject to limitations, terminate the merger
agreement:
o if the merger has not been completed on or before June 30, 2004;
o if approval of the merger by Crown's shareholders is not obtained;
o if a ruling or an injunction prohibiting or restraining the merger
has been issued or any law prohibits the merger;
o if the other company has breached its representations, warranties,
or covenants under the merger agreement;
o if the Crown board of directors withdraws its recommendation of
the merger or recommends or enters into a transaction providing
for the acquisition of Crown by an entity other than Kinross; or
o for other reasons described under the heading "Agreements Relating
to the Merger--The Merger Agreement--Termination and Effects of
Termination" beginning on page 212.
In some instances, termination of the merger agreement will require Crown
to pay to Kinross a termination fee of U.S. $2.0 million.
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RESTRICTIONS ON RESALE OF KINROSS COMMON STOCK ISSUED IN THE MERGER
Except for shares issued to "affiliates" of Crown, as that term is
defined in Rule 144 under the U.S Securities Act of 1933, or Securities Act, all
Kinross common shares to be issued to U.S. shareholders of Crown in connection
with the merger will be transferable without further registration under the
Securities Act. Sales by affiliates of Crown must be made in accordance with the
requirements of Rules 144 and 145 under the Securities Act.
Kinross common shares issued to Canadian shareholders of Crown in
connection with the merger will be distributed in reliance on exemptions from
the registration and prospectus requirements of Canadian securities laws,
subject, in the case of Quebec, to regulatory approval, and will be freely
tradable in or into Canada through appropriately registered dealers provided the
conditions of the exemptions are met at the time of such transaction.
See "The Merger--Restrictions on Transfer of Kinross Common Shares" beginning on
page 206.
COMPARISON OF SHAREHOLDER RIGHTS AND CORPORATE MATTERS
As of the effective time of the merger, Crown shareholders will cease to
own Crown shares and, to the extent they do not exercise appraisal rights, will
become shareholders of Kinross. While the rights and privileges of shareholders
of a corporation organized under the Business Corporations Act (Ontario) (the
"OBCA"), such as Kinross are, in many instances, comparable to those of
shareholders of a Washington corporation such as Crown, there are material
differences.
For a discussion of significant differences in the rights of holders of
Crown common stock and the rights of holders of Kinross common shares, see
"Comparison of Rights of Holders of Kinross Common Shares and Holders of Crown
Common Stock" beginning on page 219.
SHARES HELD BY CROWN DIRECTORS AND EXECUTIVE OFFICERS
At the close of business on the record date, Crown's directors and
executive officers and their affiliates owned and were entitled to vote
[_________] shares of Crown common stock, which represented approximately [___]%
of the shares of Crown common stock outstanding on that date. These shares are
subject to a voting agreement with Kinross, providing for the shares to be voted
in favor of the plan of merger. See "Principal Shareholders of Crown" beginning
on page 34 and "Agreements Relating to the Merger--The Stockholder and Voting
Agreement" beginning on page 214.
NEW CERTIFICATES FOR COMMON SHARES
All shares of Crown common stock outstanding at the effective time of the
merger, except those held by Crown shareholders validly exercising their
dissenters' rights, automatically will be converted into Kinross common shares.
Each certificate formerly representing shares of Crown common stock will
represent that number of Kinross common shares into which the Crown stock has
been converted.
Record holders of Crown common stock will receive a letter from
Computershare Trust Company of New York, the exchange agent, with instructions
for submitting their old Crown certificates for Kinross certificates. You should
wait until you receive instructions from the exchange agent prior to submitting
your Crown certificates.
No fractional shares will be issued, and Crown shareholders who would
otherwise be entitled to receive a fractional share will receive a cash payment
equal to the market value of the fractional share based on the trading prices of
the Kinross common shares on the NYSE immediately prior to the merger. See
"Agreements Relating to the Merger--The Merger Agreement--Exchange of
Certificates Representing Crown Common Stock" beginning on page 207.
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COMPARATIVE PER SHARE DATA
FINANCIAL PER SHARE DATA
The following table sets forth, for the periods indicated, selected pro
forma per share amounts, prepared in accordance with U.S. generally accepted
accounting principles, for Kinross common shares after giving effect to the
merger; pro forma equivalent per share amounts for shares of Crown common stock;
and the corresponding historical per share data for Kinross common shares and
shares of Crown common stock. The information presented below should be read in
conjunction with the historical consolidated financial statements and related
notes of each of Kinross and Crown included in this Proxy Statement/Prospectus.
AS AT AND FOR THE NINE AS AT AND FOR THE
MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 2003 DECEMBER 31, 2002
KINROSS COMMON SHARES
Net Income (loss):
Income (loss) from continuing operations per share
(basic and diluted) $ (0.18) $ 0.15
Pro Forma (0.18) 0.12
Cash dividends per Kinross common share:
Historical - -
Pro Forma - -
Book value (1) per Kinross common share at period end:
Historical $ 5.20 $ 2.53
Pro Forma (2) 5.28 -
SHARES OF CROWN COMMON STOCK
Net income (loss)
Basic income (loss) from continuing operations
per share $ (0.52) $ 1.52
Diluted income (loss) from continuing operations
per share (0.52) 0.26
Crown per share equivalent (0.05) 0.03
Cash dividends per Crown common share:
Historical - -
Crown per share equivalent - -
Book Value (1) per Crown common share at period end:
Historical $ 1.94 $ 2.76
Crown per share equivalent 1.54 -
(1) Book value represents assets minus liablitites.
(2) Pro forma amounts are based on the preliminary purchase equation.
You should not rely on the pro forma per share data as being indicative
of the results of operations or financial condition that would have been
reported by the combined company had the merger been in effect during the
periods set forth above or that may be reported in the future.
Equivalent per share data in respect of the shares of Crown common stock
have been calculated by multiplying the Kinross pro forma amounts by the
exchange ratio of 0.2911.
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TRADING PRICE DATA
The table below presents the per share closing prices of Kinross common
shares on the TSX and the NYSE and Crown common stock on the OTC Bulletin Board
as of October 7, 2003, the last trading day before announcement of the merger
agreement, and December 12, 2003, a recent trading date. The table also sets
forth the equivalent per share price for Crown common stock. This price is
calculated by multiplying the price of the Kinross common shares as reported by
the NYSE by the merger exchange ratio of 0.2911.
Kinross Kinross common Crown common Crown common
common shares (historical) stock (historical) stock (equivalent)
shares on the NYSE (and OTC
(historical) on AMEX prior to
on the TSX January 31, 2003)
October 7, 2003 $7.41 $1.50 $2.16
December 12, 2003 $10.75 $8.08 $2.40 $2.35
Crown shareholders should obtain current market quotations for Kinross
common shares and Crown common stock in considering the proposal to approve the
plan of merger. No assurance can be given as to the market prices of Kinross
common shares or Crown common stock at any time before the merger or the market
price of Kinross common shares at any time after merger. The exchange ratio will
not be adjusted for increases or decreases in the market price of Kinross common
shares or Crown common stock, regardless of when they occur.
Kinross has not paid cash dividends on its common shares, and Crown has
not paid cash dividends on its common stock. Before the effective time of the
merger, Kinross will make applications for listing the Kinross common shares
issuable in connection with the merger to the TSX and the NYSE.
CURRENCY AND EXCHANGE RATE DATA
References in this document to "$," "dollars," "U.S. dollars," or "U.S.
$," are to the currency of the United States, and references to "Canadian
dollars," or "CDN $," are to the currency of Canada.
On December 12, 2003, the noon buying rate as reported by the Bank of
Canada was CDN $1.315 per U.S. $1.00. This information should not be construed
as a representation that the Canadian dollar amounts actually represent, or
could be converted into, U.S. dollars at the rate indicated.
GLOSSARY AND MEASUREMENTS CONVERSION TABLE
Technical terms relating to geology, mining, and related matters are
defined in the Glossary beginning on page 244. A table providing information for
converting metric measurements to imperial measurements is on page 259.
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RISK FACTORS
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An investment in the Kinross common shares involves certain risks. In
addition to considering the other information in this Proxy
Statement/Prospectus, you should consider carefully the following factors in
deciding whether to vote in favor of the plan of merger. If any of these risks
occur, or if other risks not currently anticipated or fully appreciated occur,
the business and prospects of Kinross could be materially adversely affected,
which could have an adverse effect on the trading price for its shares.
RISKS RELATING TO THE BUSINESS OF THE COMBINED COMPANY
THE PRICE OF THE KINROSS COMMON SHARES THAT THE CROWN SHAREHOLDERS WILL RECEIVE
IN THE MERGER WILL FLUCTUATE AND MAY DECLINE BEFORE OR AFTER THE CROWN
SHAREHOLDERS' MEETING OR THE MERGER IS COMPLETED.
The number of Kinross common shares that Kinross will issue to the former
Crown shareholders in the merger will not be adjusted as a result of any change
in the price of the Kinross common shares or the Crown common stock. Therefore,
the total market price of the Kinross common shares that the Crown shareholders
will receive in the merger will depend on the market price of the Kinross common
shares at the time of the merger. That price may be lower than the market price
on the date the merger was announced, the date the merger agreement was signed,
the date of this Proxy Statement/Prospectus, or the date of the Crown
shareholders' meeting. Because the merger will occur after the date of the Crown
shareholders' meeting, you will not know the exact market price of the Kinross
common shares that will be issued in the merger at the time you vote on it.
There are many factors that could cause the market price of the Kinross
common shares to decrease, including adverse changes in the business,
operations, or prospects of Kinross or the combined company, the timing of the
merger, general market and economic conditions, and other factors described in
this Proxy Statement/Prospectus. Crown will not have the right to terminate the
merger agreement or to resolicit the vote of its shareholders based on changes
in the price of the Kinross common shares.
After the merger, the market price of the Kinross common shares will
continue to fluctuate based on factors both within and beyond Kinross' control.
MINERAL EXPLORATION AND MINING BY THEIR NATURE INVOLVE RISKS.
The exploration and development of mineral deposits involves significant
financial and other risks over an extended period of time, which even a
combination of careful evaluation, experience, and knowledge may not eliminate.
Few mining properties that are explored are ultimately developed into producing
mines. Major expenses are required to establish reserves by drilling and to
construct mining and processing facilities at a site. It is impossible to ensure
that the current or proposed exploration programs on properties in which Kinross
has an interest will result in profitable commercial mining operations.
The operations of Kinross are subject to the hazards and risks normally
incident to exploration, development, and production of gold, any of which could
result in damage to life or property, environmental damage and possible legal
liability for such damage. The activities of Kinross may be subject to prolonged
disruptions due to weather conditions depending on the location of operations in
which Kinross has interests. Hazards, such as unusual or unexpected formations,
faults and other geologic structures, rock bursts, pressures, cave-ins,
flooding, or other conditions may be encountered in the exploration, mining, and
removal of material.
Whether a gold deposit will be commercially viable depends on a number of
factors, some of which are the particular attributes of the deposit, such as its
size and grade, costs and efficiency of the recovery methods that can be
employed, proximity to infrastructure, financing costs and governmental
regulations, including regulations relating to prices, taxes, royalties,
infrastructure, land use, importing and exporting of gold, and environmental
10
protection. The effect of these factors cannot be accurately predicted, but the
combination of these factors may result in Kinross not receiving an adequate
return on its invested capital.
KINROSS IS SUBJECT TO CHANGES TO THE EXTENSIVE REGULATORY AND ENVIRONMENTAL
RULES AND REGULATIONS GOVERNING ITS OPERATIONS.
Kinross' mining and processing operations and exploration activities in
the Americas, Russia, Greece, Australia, Africa, and other countries and regions
are subject to various laws and regulations governing the protection of the
environment, exploration, development, production, exports, taxes, labor
standards, occupational health, waste disposal, toxic substances, mine safety,
and other matters. The legal and political circumstances outside of the United
States cause these risks to be different from, and in many cases, greater than,
comparable risks associated with operations within the United States. New laws
and regulations, amendments to existing laws and regulations, or more stringent
implementation of existing laws and regulations could have a material adverse
impact on Kinross, increase costs, cause a reduction in levels of production
and/or delay or prevent the development of new mining properties. Compliance
with these laws and regulations requires significant expenditures and increases
the mine development and operating costs of Kinross. Changes in regulations and
laws could adversely affect Kinross' operations or substantially increase the
costs associated with those operations.
In all jurisdictions, permits from various governmental authorities are
necessary in order to engage in mining operations. Such permits relate to many
aspects of mining operations, including maintenance of air, water, and soil
quality standards. In most jurisdictions, the requisite permits cannot be
obtained prior to completion of an environmental impact study and, in some
cases, public consultation. Further, Kinross may be required to submit for
government approval a reclamation plan and to pay for the reclamation of the
mine site upon the completion of mining activities. Kinross estimates its share
of reclamation closure obligations as of September 30, 2003, at $160.2 million
based on information currently available. In addition, Kinross has spent $9.8
million in 2003 and plans reclamation spending of approximately $20.0 million in
2004 as part of its plan to get as many closure projects as possible to post
closure monitoring by the end of 2005.
Mining, like many other extractive natural resource industries, is
subject to potential risks and liabilities associated with pollution of the
environment and the disposal of waste products occurring as a result of mineral
exploration and production. Environmental liability may result from mining
activities conducted by others prior to the ownership of a property by Kinross.
To the extent Kinross is subject to uninsured environmental liabilities, the
payment of such liabilities would reduce funds otherwise available and could
have a material adverse effect on Kinross. Should Kinross be unable to fund
fully the cost of remedying an environmental problem, Kinross might be required
to suspend operations or enter into interim compliance measures pending
completion of the required remedy, which could have a material adverse effect on
the operations and business of Kinross.
Kinross' exploration programs in the United States are subject to
federal, state, and local environmental regulations. Some of Kinross' mining
claims are on United States public lands. The United States Forest Service (the
"USFS") and Bureau of Land Management (the "BLM") extensively regulate mining
operations conducted on public lands. Most operations involving the exploration
for minerals are subject to laws and regulations relating to exploration
procedures, safety precautions, employee health and safety, air quality
standards, pollution of stream and fresh water sources, odor, noise, dust, and
other environmental protection controls adopted by federal, state, and local
governmental authorities as well as the rights of adjoining property owners. In
addition, in order to conduct mining operations on Kinross' properties, it will
be required to obtain performance bonds related to environmental permit
compliance. These bonds may take the form of cash deposits or, if available,
could be provided by outside insurance policies. Kinross may be required to
prepare and present to federal, state, or local authorities' data pertaining to
the effect or impact that any proposed exploration or mining activity may have
upon the environment. All requirements imposed by any such authorities may be
costly and time-consuming and may delay commencement or continuation of
exploration or production operations.
Bills proposing major changes to the mining laws of the United States
have been considered by Congress. If these bills, which may include royalty fees
or net profits interests, are enacted in the future, they could have a
significant effect on the ownership and operation of patented and unpatented
mining claims in the United States, including claims that Kinross owns or holds.
Although it is not possible to predict whether or in what form Congress
11
might enact changes to the mining laws, amendment to current laws and
regulations governing operations and activities of mining companies or more
stringent implementation thereof could have a material adverse impact on
Kinross' financial condition and results of operation.
CERTAIN CHARACTERISTICS OR MANAGEMENT DECISIONS OF KINROSS MAY AFFECT UNITED
STATES SHAREHOLDERS DIFFERENTLY THAN THEY DO SHAREHOLDERS OF OTHER
NATIONALITIES.
The Kinross common shares that will be distributed to the former Crown
shareholders in the merger are shares of a Canadian corporation. Various United
States tax provisions apply only to foreign corporations or apply differently to
foreign corporations than they do to domestic corporations. The differences that
are currently material to Crown shareholders are described in the section of
this Proxy Statement/Prospectus entitled "Material Tax Consequences." Other
provisions may adversely affect U.S. holders of the Kinross common shares in the
future.
Fluctuations in the exchange rate between Canadian and United States
dollars may affect the United States dollar value of the Kinross common shares
in ways that are different than changes in the Canadian dollar value of Kinross
common shares.
As the managers of a Canadian company with global operations and a
substantial non-U.S. shareholder base, management of Kinross may conduct its
operations in a manner that does not maximize the value of such operations
either after tax or in United States dollars, or even the value of the Kinross
common shares.
THE BUSINESS OF KINROSS IS ADVERSELY AFFECTED BY THE LACK OF INFRASTRUCTURE.
Mining, processing, development, and exploration activities depend, to
one degree or another, on adequate infrastructure. Reliable roads, bridges,
power sources, and water supply are important determinants which affect capital
and operating costs. Unusual or infrequent weather phenomena, sabotage,
terrorism, government, or other interference in the maintenance or provision of
such infrastructure could adversely affect Kinross' operations, financial
condition, and results of operations.
THE RESERVE AND RESOURCE FIGURES OF KINROSS AND CROWN ARE ONLY ESTIMATES AND ARE
SUBJECT TO REVISION BASED ON DEVELOPING INFORMATION.
The figures for reserves and resources presented herein are estimates,
and no assurance can be given that the anticipated tonnages and grades will be
achieved or that the indicated level of recovery will be realized. Market
fluctuations in the price of gold or increases in the costs to recover gold at
Kinross' mines may render the mining of ore reserves uneconomical and require
Kinross to take a write-down of the asset or to discontinue development or
production. Moreover, short-term operating factors relating to the reserves,
such as the need for orderly development of the ore body or the processing of
new or different ore grades, may cause a mining operation to be unprofitable in
any particular accounting period.
Proven and probable reserves at Kinross' mines and development projects
and probable reserves at the Buckhorn Mountain Project were calculated based
upon a gold price of $300 and $350 per ounce, respectively, and measured and
indicated resources for Kinross were calculated based upon a gold price of $325
per ounce. Prolonged declines in the market price of gold may render reserves
containing relatively lower grades of gold mineralization uneconomic to exploit
and could reduce materially Kinross' reserves and resources. Should such
reductions occur, material write downs of Kinross' investment in mining
properties or the discontinuation of development or production might be
required, and there could be material delays in the development of new projects,
increased net losses and reduced cash flow.
The estimates of mineral reserves and resources attributable to a
specific property are based on accepted engineering and evaluation principles.
The estimated amount of contained gold in proven and probable reserves does not
necessarily represent an estimate of a fair market value of the evaluated
properties.
There are numerous uncertainties inherent in estimating quantities of
mineral reserves and resources. The estimates in this Proxy Statement/Prospectus
are based on various assumptions relating to gold prices and exchange
12
rates during the expected life of production, mineralization of the area to be
mined, the projected cost of mining, and the results of additional planned
development work. Actual future production rates and amounts, revenues, taxes,
operating expenses, environmental and regulatory compliance expenditures,
development expenditures, and recovery rates may vary substantially from those
assumed in the estimates. Any significant change in these assumptions, including
changes that result from variances between projected and actual results, could
result in material downward or upward revision of current estimates.
THE MINERAL RESOURCES OF KINROSS MAY NOT BE ECONOMICALLY DEVELOPABLE.
Mineral resources that are not mineral reserves do not have demonstrated
economic viability. Due to the uncertainty which may attach to inferred mineral
resources, there is no assurance that mineral resources will be upgraded to
proven and probable mineral reserves as a result of continued exploration.
IN ORDER TO SUSTAIN OPERATIONS, KINROSS WILL NEED TO DEVELOP ADDITIONAL MINERAL
RESERVES.
Because mines have limited lives based on proven and probable mineral
reserves, Kinross must continually replace and expand its mineral reserves as
its mines produce gold and silver. The life-of-mine estimates included in this
Proxy Statement/Prospectus for each of Kinross' material properties may not be
correct. Kinross' ability to maintain or increase its annual production of gold
and silver will be dependent in significant part on its ability to bring new
mines into production and to expand mineral reserves at existing mines.
THE OPERATIONS OF KINROSS OUTSIDE OF NORTH AMERICA MAY BE ADVERSELY AFFECTED BY
CHANGING POLITICAL, LEGAL, AND ECONOMIC CONDITIONS.
Kinross has mining and exploration operations in South America, Russia,
Greece, Australia and Africa and such operations are exposed to various levels
of political, economic, and other risks and uncertainties. These risks and
uncertainties vary from country to country and include, but are not limited to,
terrorism; hostage taking; military repression; extreme fluctuations in currency
exchange rates; high rates of inflation; labor unrest; the risks of war or civil
unrest; expropriation and nationalization; renegotiation or nullification of
existing concessions, licenses, permits and contracts; illegal mining; changes
in taxation policies; restrictions on foreign exchange and repatriation; and
changing political conditions, currency controls, and governmental regulations
that favor or require the awarding of contracts to local contractors or require
foreign contractors to employ citizens of, or purchase supplies from, a
particular jurisdiction.
There is no assurance that future political and economic conditions in
these countries will not result in these governments adopting different policies
respecting foreign development and ownership of mineral resources. Any such
changes in policy may result in changes in laws affecting ownership of assets,
foreign investment, taxation, rates of exchange, gold sales, environmental
protection, labor relations, price controls, repatriation of income, and return
of capital, which may affect both the ability of Kinross to undertake
exploration and development activities in respect of future properties in the
manner currently contemplated, as well as its ability to continue to explore,
develop, and operate those properties for which it has obtained exploration,
development, and operating rights to date. The possibility that a future
government of these countries may adopt substantially different policies, which
might extend to expropriation of assets, cannot be ruled out.
Kinross is subject to the considerations and risks of operating in the
Russian Federation. The Russian economy continues to display characteristics of
an emerging market. These characteristics include, but are not limited to, a
currency that is not freely convertible outside of the country, extensive
currency controls, and high inflation. The prospects for future economic
stability in the Russian Federation are largely dependent upon the effectiveness
of economic measures undertaken by the government, together with legal,
regulatory, and political developments.
Russian laws, licenses, and permits have been in a state of change and
new laws may be given retroactive effect. It is also not unusual in the context
of dispute resolution in Russia for parties to use the uncertainty in the
Russian legal environment as leverage in business negotiations. In addition,
Russian tax legislation is subject to varying interpretations and constant
change. Further, the interpretation of tax legislation by tax authorities as
applied
13
to the transactions and activities of Kinross' Russian operations may not
coincide with that of management. As a result, transactions may be challenged by
tax authorities and Kinross' Russian operations may be assessed, resulting in
additional taxes, penalties and interest, which could be significant. The
periods remain open to review by the tax authorities for three years.
Kinross is subject to risks relating to an uncertain or unpredictable
political and economic environment in Brazil and Chile. In the short term,
significant macroeconomic instability in the region is expected to negatively
impact the business environment and may lead to longer term negative changes in
the national approaches taken to ownership by foreign companies of natural
resources.
On December 10, 2003, the Greek government unilaterally terminated the
contract pursuant to which two subsidiaries of Kinross, TVX Gold Inc. ("TVX")
and TVX Hellas S.A., held title to the Hellenic Gold Properties, and invited
them to enter into a settlement agreement. A settlement agreement was then
executed on December 12, 2003, pursuant to which the Greek government agreed to
pay 11 million euros to TVX Hellas and mutual releases from all claims were
given by each party to the other. The settlement agreement is subject to
approval by the Greek Parliament, which has not yet been obtained. TVX Hellas
has agreed to augment the 11 million euros to be received, with an additional 11
million euros, and to contribute all such amounts in full satisfaction of all
labor and trade liabilities of TVX Hellas.
In the event that the settlement agreement is not ratified by the Greek
Parliament and negotiations break down, TVX Hellas may have significant
financial obligations, including severance, environmental and contractual
liabilities. In addition, TVX Hellas' interest in the Hellenic Gold Properties
is subject to the claims of the Alpha Group described under "Legal Proceedings."
KINROSS REQUIRES THE ISSUANCE AND RENEWAL OF LICENSES AND PERMITS IN ORDER TO
CONDUCT ITS OPERATIONS.
The operations of Kinross require licenses and permits from various
governmental authorities to exploit its properties, which will include the
Buckhorn Mountain Project subsequent to the merger. Such licenses and permits
are subject to change in various circumstances. There can be no guarantee that
Kinross will be able to obtain or maintain all necessary licenses and permits
that may be required to explore and develop its properties, commence
construction or operation of mining facilities and properties under exploration
or development or to maintain continued operations that economically justify the
cost.
THE SUCCESS OF KINROSS IS DEPENDENT ON GOLD PRICES OVER WHICH IT HAS NO CONTROL.
The profitability of any gold mining operations in which Kinross has an
interest will be significantly affected by changes in the market price of gold.
Gold prices fluctuate on a daily basis and are affected by numerous factors
beyond the control of Kinross. The supply and demand for gold, the level of
interest rates, the rate of inflation, investment decisions by large holders of
gold, including governmental reserves, and stability of exchange rates can all
cause significant fluctuations in gold prices. Such external economic factors
are in turn influenced by changes in international investment patterns and
monetary systems and political developments. The price of gold has fluctuated
widely and future serious price declines could cause continued commercial
production to be impractical. Depending on the price of gold, cash flow from
mining operations may not be sufficient to cover costs of production and capital
expenditures. If, as a result of a decline in gold prices, revenues from metal
sales were to fall below cash operating costs, production may be discontinued.
KINROSS HAS A HISTORY OF LOSSES.
Kinross had net losses of $30.9 million, $36.3 million and $125.4 million
for 2002, 2001, and 2000, respectively. Kinross' ability to operate profitably
in the future will depend on the success of its principal mines and on the price
of gold. There can be no assurance that Kinross will be profitable.
THE TITLE TO PROPERTIES OF KINROSS MAY BE UNCERTAIN AND SUBJECT TO RISKS.
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The validity of mining claims which constitute most of Kinross' property
holdings in the Americas, Russia, Greece, Australia, and Africa may, in certain
cases, be uncertain and is subject to being contested. Kinross' titles,
particularly title to undeveloped properties, may be defective.
Certain of Kinross' United States mineral rights consist of unpatented
lode mining claims. Unpatented mining claims may be located on United States
federal public lands open to appropriation, and may be either lode claims or
placer claims depending upon the nature of the deposit within the claim. In
addition, unpatented mill site claims, which may be used for processing
operations or other activities ancillary to mining operations, may be located on
federal public lands that are non-mineral in character. Unpatented mining claims
and mill sites are unique property interests, and are generally considered to be
subject to greater title risk than other real property interests because the
validity of unpatented mining claims is often uncertain and is always subject to
challenges of third parties or contests by the United States government. The
validity of an unpatented mining claim, in terms of both its location and its
maintenance, is dependent on strict compliance with a complex body of United
States federal and state statutory and decisional law. In addition, there are
few public records that definitively control the issues of validity and
ownership of unpatented mining claims. The General Mining Law of the United
States, which governs mining claims and related activities on United States
federal public lands, includes provisions for obtaining a patent, which is
essentially equivalent to fee title, for an unpatented mining claim upon
compliance with certain statutory requirements (including the discovery of a
valuable mineral deposit). However, there currently exists a Congressional
moratorium against the filing of new applications for a mineral patent. Valid
unpatented mining claims can be mined without obtaining a patent, and valid mill
site claims can be used without obtaining a patent.
KINROSS MAY BE UNABLE TO EFFECTIVELY COMPETE IN ITS INDUSTRY.
The mineral exploration and mining business is competitive in all of its
phases. Kinross competes with numerous other companies and individuals,
including competitors with greater financial, technical and other resources than
Kinross, in the search for and the acquisition of attractive mineral properties.
The ability of Kinross to acquire properties in the future will depend not only
on its ability to develop its present properties, but also on its ability to
select and acquire suitable producing properties or prospects for mineral
exploration. There is no assurance that Kinross will continue to be able to
compete successfully with its competitors in acquiring such properties or
prospects on terms it considers acceptable, if at all.
KINROSS MAY REQUIRE ADDITIONAL CAPITAL THAT COULD BE UNAVAILABLE TO IT.
The mining, processing, development, and exploration of Kinross'
properties may require substantial additional financing. Failure to obtain
sufficient financing may result in delaying or indefinite postponement of
exploration, development or production on any or all of Kinross' properties or
even a loss of property interest. There can be no assurance that additional
capital or other types of financing will be available if needed or that, if
available, the terms of such financing will be favorable to Kinross.
KINROSS' INSURANCE MAY NOT COVER THE RISKS TO WHICH ITS BUSINESS IS EXPOSED.
Kinross' business is subject to a number of risks and hazards generally,
including adverse environmental conditions, industrial accidents, labor
disputes, adverse property ownership claims, unusual or unexpected geological
conditions, ground or slope failures, cave-ins, changes in the regulatory
environment and natural phenomena such as inclement weather conditions, floods
and earthquakes. Such occurrences could result in damage to mineral properties
or production facilities, personal injury or death, environmental damage to
Kinross' properties or the properties of others, delays in mining, monetary
losses and legal liability.
Although Kinross maintains insurance to protect against certain risks in
such amounts as it considers to be reasonable, its insurance will not cover all
the potential risks associated with a mining company's operations. Kinross may
also be unable to maintain insurance to cover insurable risks at economically
feasible premiums. Insurance coverage may not be available in the future or may
not be adequate to cover any resulting liability. Moreover, insurance against
risks such as the validity and ownership of unpatented mining claims and mill
sites and environmental pollution or other hazards as a result of exploration
and production is not generally available to Kinross or to other companies in
the mining industry on acceptable terms. Kinross might also become subject to
15
liability for pollution or other hazards which may not be insured against or
which Kinross may elect not to insure against because of premium costs or other
reasons. Losses from these events may cause Kinross to incur significant costs
that could have a material adverse effect upon its financial condition and
results of operations.
THE OPERATIONS OF KINROSS IN VARIOUS COUNTRIES ARE SUBJECT TO CURRENCY RISK.
Currency fluctuations may affect the revenues which Kinross will realize
from its operations as gold is sold in the world market in United States
dollars. The costs of Kinross are incurred principally in Canadian dollars,
United States dollars, Russian rubles, Chilean pesos, Brazilian reals, and also
in Zimbabwean dollars. The appreciation of non-U.S. dollar currencies against
the U.S. dollar can increase the cost of gold and silver production in U.S.
dollar terms. From time to time, Kinross transacts currency hedging to reduce
the risk associated with currency fluctuations. There is no assurance that its
hedging strategies will be successful. Currency hedging may require margin
activities. Sudden fluctuations in currencies could result in margin calls that
could have an adverse effect on Kinross' financial position. While the Russian
ruble, Chilean peso, Brazilian real, and the Zimbabwean dollar are currently
convertible into Canadian and United States dollars, there is no guarantee that
they will continue to be so convertible.
KINROSS MAY NOT BE ABLE TO CONTROL THE DECISIONS AND STRATEGY OF JOINT VENTURES
TO WHICH IT IS A PARTY.
Some of the mines in which Kinross owns interests are operated through
joint ventures with other mining companies and are subject to the risks normally
associated with the conduct of joint ventures. The existence or occurrence of
one or more of the following circumstances and events could have a material
adverse impact on Kinross' profitability or the viability of its interests held
through joint ventures, which could have a material adverse impact on Kinross'
future cash flows, earnings, results of operations, and financial condition.
These risks include the following:
- inability to exert influence over strategic decisions made in
respect of joint venture properties;
- disagreement with partners on how to develop and operate mines
efficiently;
- inability of partners to meet their obligations to the joint
venture or third parties; and
- litigation between partners regarding joint venture matters.
THE FAILURE OF KINROSS TO PAY ROYALTIES WOULD ADVERSELY AFFECT ITS BUSINESS AND
OPERATIONS.
Kinross' mining properties are subject to various royalty and land
payment agreements. Failure by Kinross to meet its payment obligations under
these agreements could result in the loss of related property interests.
THE COMMODITY HEDGING ACTIVITIES OF KINROSS MAY HAVE AN ADVERSE EFFECT ON ITS
RESULTS OF OPERATIONS.
Kinross has historically reduced its exposure to gold and silver price
fluctuations by engaging in hedging activities. There is no assurance that
Kinross will continue to implement a hedging policy, or any other hedging
techniques, or that, if they are continued, Kinross will be able to achieve in
the future realized prices for gold produced in excess of average market prices
as a result of its hedging activities. Hedging may not protect adequately
against declines in the price of gold and silver. Although hedging may protect
Kinross from a decline in the price of gold and silver, it may also prevent
Kinross from benefiting fully from price increases. Hedging of gold and silver
may require margin activities. Sudden fluctuations in the price of gold or
silver could result in margin calls that could have an adverse effect on the
financial position of Kinross.
THE BUSINESS OF KINROSS IS DEPENDENT ON GOOD LABOR AND EMPLOYMENT RELATIONS.
While Kinross has good relations with both its unionized and
non-unionized employees, production at Kinross' mines is dependent upon the
efforts of employees of Kinross. In addition, relations between Kinross and its
employees may be impacted by changes in the scheme of labor relations which may
be introduced by the relevant governmental authorities in whose jurisdictions
Kinross carries on business. Adverse changes in such legislation or in the
relationship between Kinross with its employees may have a material adverse
effect on Kinross' business, results of operations, and financial condition.
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LIMITATIONS ON THE RIGHTS OF KINROSS' FOREIGN SUBSIDIARIES COULD ADVERSELY
AFFECT ITS ABILITY TO OPERATE EFFICIENTLY.
Kinross conducts operations through foreign subsidiaries and joint
ventures, and a substantial part of its assets are held in such entities.
Accordingly, any limitation on the transfer of cash or other assets between the
parent corporation and such entities, or among such entities, could restrict
Kinross' ability to fund its operations efficiently. Any such limitations, or
the perception that such limitations may exist now or in the future, could have
a material adverse impact on Kinross' valuation and stock price.
THE RESULTS OF KINROSS' OPERATIONS COULD BE ADVERSELY AFFECTED BY ITS
ACQUISITION STRATEGY.
As part of Kinross' business strategy, it has sought and will continue to
seek new mining and development opportunities in the mining industry. In pursuit
of such opportunities, Kinross may fail to select appropriate acquisition
candidates or to negotiate acceptable arrangements, including arrangements to
finance acquisitions or integrate the acquired businesses and their personnel
into Kinross. Kinross cannot assure that it can complete any acquisition or
business arrangement that it pursues, or is pursuing, on favorable terms, or
that any acquisitions or business arrangements completed will ultimately benefit
Kinross' business.
CHANGES IN THE MARKET PRICE OF KINROSS COMMON SHARES MAY BE UNRELATED TO ITS
RESULTS OF OPERATIONS AND COULD HAVE AN ADVERSE IMPACT ON KINROSS.
The Kinross common shares are listed on the TSX and the NYSE. The price
of the Kinross common shares is likely to be significantly affected by
short-term changes in gold price or in its financial condition or results of
operations as reflected in its quarterly earnings reports. Other factors
unrelated to the performance of Kinross that may have an effect on the price of
the Kinross common shares include the following: the extent of analytical
coverage available to investors concerning the business of Kinross may be
limited if investment banks with research capabilities do not continue to follow
the securities of Kinross; a lessening in trading volume and general market
interest in the securities of Kinross may affect an investor's ability to trade
significant numbers of Kinross common shares and a substantial decline in the
price of the Kinross common shares that persists for a significant period of
time could cause the Kinross common shares to be delisted from the NYSE, further
reducing market liquidity.
As a result of any of these factors, the market price of the common
shares at any given point in time may not accurately reflect Kinross' long-term
value. Securities class action litigation often has been brought against
companies following periods of volatility in the market price of their
securities. Kinross may in the future be the target of similar litigation.
Securities litigation could result in substantial costs and damages and divert
management's attention and resources.
KINROSS HAS NOT PAID DIVIDENDS IN THE PAST AND DOES NOT ANTICIPATE DOING SO IN
THE FUTURE.
No dividends on the common shares have been paid by Kinross to date.
Kinross anticipates that it will retain all future earnings and other cash
resources for the future operation and development of its business. Kinross does
not intend to declare or pay any cash dividends in the foreseeable future.
Payment of any future dividends will be at the discretion of Kinross' board of
directors, after taking into account many factors, including Kinross' operating
results, financial condition, and current and anticipated cash needs.
A DECISION BY EXISTING SHAREHOLDERS TO SELL KINROSS COMMON SHARES COULD
ADVERSELY AFFECT THE TRADING PRICE OF THE KINROSS COMMON SHARES.
Sales of a large number of common shares in the public markets, or the
potential for such sales, could decrease the trading price of the common shares
and could impair Kinross' ability to raise capital through future sales of
common shares. Substantially all of the Kinross common shares can be resold
without material restriction either in the United States, in Canada, or both.
The sale of a significant number of Kinross common shares, or the threat of such
sale could have an adverse affect on the value of the Kinross common shares.
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THE BUSINESS OF KINROSS IS DEPENDENT ON KEY EXECUTIVES.
Kinross is dependent on the services of key executives, including its
President and Chief Executive Officer and a small number of highly skilled and
experienced executives and personnel. The loss of these persons or Kinross'
inability to attract and retain additional highly skilled employees may
adversely affect its business and future operations.
KINROSS IS SUBJECT TO CERTAIN LEGAL PROCEEDINGS.
Kinross is a party to the legal proceedings described under the caption
"Legal Proceedings" elsewhere in this Proxy Statement/Prospectus. If decided
adversely to Kinross, these legal proceedings, or others that could be brought
against Kinross in the future, could have a material adverse effect on Kinross'
financial condition or prospects.
IT MAY BE DIFFICULT TO ENFORCE A UNITED STATES JUDGMENT AGAINST THE OFFICERS AND
DIRECTORS OF KINROSS OR THE EXPERTS NAMED IN THIS PROXY STATEMENT/PROSPECTUS OR
TO ASSERT UNITED STATES SECURITIES LAWS CLAIMS IN CANADA.
Substantially all of the executive officers and directors of Kinross and
its independent accountants are nonresidents of the United States, and a
substantial portion of Kinross' assets are located outside the United States. It
may be difficult to enforce a judgment obtained in the United States against
Kinross or any such persons. Additionally, it may be difficult for you to assert
civil liabilities under United States securities laws in original actions
instituted in Canada.
RISKS RELATING TO THE MERGER
THE TERMS OF THE MERGER MAY NOT REFLECT THE VALUE OF KINROSS OR CROWN.
The terms of the merger and the determination of the number of Kinross
common shares to be issued to the Crown shareholders represent determinations
arrived at during the negotiation process for the purpose of calculating the
relative values to be assigned to the parties. The number of shares was not
fixed based on traditional indicators of value such as the earnings of Crown,
its market share, return on assets, revenues, or market capitalization. The
Kinross common shares to be issued to the Crown shareholders do not, and are not
intended to, represent the value of Crown. The amounts that may be realized by
the Crown shareholders if they elect to sell their Kinross common shares
following the merger may vary widely from the current or historical trading
prices of Kinross common shares.
CROWN SHAREHOLDERS MUST PERFORM THEIR OWN ANALYSIS OF THE TRANSACTION.
Neither the board of directors of Kinross nor the board of directors of
Crown formed a special committee to evaluate the fairness of the proposed merger
to unaffiliated shareholders. The lack of a recommendation by a disinterested
committee means that the shareholders will be relying exclusively on the
recommendation of the boards of directors of Crown, financial information
concerning Crown and Kinross contained in this Proxy Statement/Prospectus, their
own analysis of the condition of both companies, the prospects for the business
of Kinross following the merger, and the terms of the merger in deciding whether
or not to approve the transaction.
FOLLOWING THE MERGER, CROWN SHAREHOLDERS WILL NOT HAVE A SIGNIFICANT VOTE IN
KINROSS.
The Crown shareholders who are currently entitled to elect directors and
vote on such other matters as may be presented to the shareholders will, as a
result of the merger, hold only approximately 3.8% of the issued and outstanding
Kinross common shares. Consequently, the Crown shareholders will not have a
substantive say in any matter submitted to the Kinross shareholders.
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CAUTIONARY STATEMENT
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This Proxy Statement/Prospectus and the documents incorporated by
reference herein contain "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements include, but are not limited to, statements with respect to the
future price of gold and silver, the estimation of mineral reserves and
resources, the realization of mineral reserve estimates, the timing and amount
of estimated future production, costs of production, capital expenditures, costs
and timing of the development of new deposits, success of exploration
activities, permitting time lines, currency fluctuations, requirements for
additional capital, government regulation of mining operations, environmental
risks, unanticipated reclamation expenses, title disputes or claims and
limitations on insurance coverage. In certain cases, forward-looking statements
can be identified by the use of words such as "plans," "expects," or "does not
expect," "is expected," "budget," "scheduled," "estimates," "forecasts,"
"intends," "anticipates," or "does not anticipate," or "believes," or variations
of such words and phrases or state that certain actions, events or results
"may," "could," "would," "might," or "will be taken," "occur" or "be achieved."
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
Kinross to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. In addition
to the factors identified under "Risk Factors," important factors that could
cause actual results to differ materially from those described in the
forward-looking statements include, among others, risks related to the
integration of acquisitions; risks related to international operations; risks
related to joint venture operations; actual results of current exploration
activities; actual results of current reclamation activities; conclusions of
economic evaluations; changes in project parameters as plans continue to be
refined; future prices of gold and silver; possible variations in mineral
reserves and resources, grade or recovery rates; failure of plant, equipment or
processes to operate as anticipated; accidents, labor disputes and other risks
of the mining industry; delays in obtaining governmental approvals or financing
or in the completion of development or construction activities, as well as those
factors discussed in the section entitled "Risk Factors" in this Proxy
Statement/Prospectus. In addition, there may be other factors not currently
anticipated or that may have a greater effect than expected that could cause
actions, events or results not to be as anticipated, estimated or intended.
There can be no assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place undue
reliance on forward-looking statements which speak only as of the date of this
Proxy Statement/Prospectus. Neither Kinross nor Crown undertakes any obligation
to update or revise these forward-looking statements.
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THE CROWN SPECIAL MEETING
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GENERAL
Crown is furnishing this Proxy Statement/Prospectus to you in connection
with the solicitation of proxies by Crown's board of directors for use at the
special meeting of Crown shareholders to be held on __________, 2004, and any
adjournments or postponements of the meeting.
This Proxy Statement/Prospectus is being mailed to Crown shareholders on
or about _____________, 2004. This Proxy Statement/Prospectus is also being
furnished to Crown shareholders as a prospectus in connection with the issuance
by Kinross of Kinross common shares as contemplated by the merger agreement.
DATE, TIME, AND PLACE
The special meeting of Crown shareholders will be held on ______________,
2004 at ____ __.m., local time, at the offices of Crown located at 4251 Kipling
Street, Suite 390, Wheat Ridge, Colorado.
PURPOSE OF THE SPECIAL MEETING
At the special meeting of Crown shareholders, you will be asked to
consider and vote on the following proposals:
o to approve the plan of merger that provides for the merger of
Crown Merger, a subsidiary of Kinross, with and into Crown, with
Crown surviving as a wholly-owned subsidiary of Kinross; and
o approve one or more adjournments of the special meeting, if
necessary, to permit further solicitation of proxies if there are
not sufficient votes at the time of the special meeting to approve
the merger proposal.
CROWN BOARD RECOMMENDATION
Crown's board of directors has unanimously determined that the merger is
advisable and in the best interests of Crown and its shareholders and has
unanimously adopted the plan of merger and recommends that Crown shareholders
vote "FOR" approval of the plan of merger and "FOR" the adjournment proposal.
RECORD DATE AND VOTING POWER
Crown's board of directors has fixed the close of business on
_________________, as the record date for determination of Crown shareholders
entitled to notice of and to vote at the special meeting. As of the record date,
there were [__________] shares of Crown common stock outstanding and entitled to
vote, held by approximately _______ holders of record. The common stock is the
only outstanding class of stock of Crown. Shareholders of record on the record
date are entitled to one vote per share of common stock on any matter properly
brought before the special meeting and at any adjournment or postponement
thereof.
VOTES REQUIRED
The proposal to approve the plan of merger must be approved by the
affirmative vote of at least two-thirds of the Crown common stock outstanding on
the record date.
The record holders of a majority of the shares of Crown common stock
present at the special meeting, either in person or represented by proxy, must
vote to approve the adjournment proposal in order for Crown's management to have
the authority to adjourn the special meeting.
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STOCKHOLDER AND VOTING AGREEMENT
As of the record date for the special meeting, the directors and
executive officers of Crown and their affiliates owned [_________] shares of
Crown common stock, which represented approximately [___]% of the outstanding
shares of Crown common stock entitled to vote at the special meeting of Crown
shareholders. Several directors and executive officers of Crown, and entities
affiliated with these directors and officers, have entered into a stockholder
and voting agreement with Kinross pursuant to which these directors and
executive officers and other shareholders agreed, among other things, to vote,
or cause to be voted, all of the shares of Crown common stock owned by them, as
set forth in the stockholder and voting agreement, as well as all shares of
Crown common stock acquired by them, in favor of the approval of the plan of
merger, and against the acquisition of Crown by any person other than Kinross.
As of the record date for the special meeting, [_________] shares of Crown
common stock were subject to the stockholder and voting agreement, representing
approximately [____]% of the outstanding shares of Crown common stock entitled
to vote at the Crown special meeting, so that the vote of approximately
[__________] additional shares of Crown common stock will be required to approve
the merger. See the section entitled "Agreements Relating to the Merger--The
Stockholder and Voting Agreement."
QUORUM; ABSTENTIONS AND BROKER NON-VOTES
The required quorum for the transaction of business at the special
meeting of Crown shareholders is the presence in person or by proxy of the
holders of a majority of the shares of Crown common stock outstanding on the
record date for the special meeting. We will count abstentions and broker
non-votes to determine the number of shares present at the special meeting for
the purpose of determining the presence or absence of a quorum. Broker non-votes
are proxies from brokers or other nominees indicating that the record holder of
the shares has not received instructions from the beneficial owner or other
person entitled to vote the shares which are the subject of the proxy on a
particular matter with respect to which the broker or other nominee does not
have discretionary voting power.
For purposes of the proposal to approve the plan of merger, we will not
count abstentions and broker non-votes as votes in favor of the proposal and,
therefore, abstentions and broker non-votes will have the same effect as votes
against the merger proposal. IF YOU FAIL TO VOTE OR ABSTAIN FROM VOTING, IT WILL
HAVE THE EFFECT OF A VOTE AGAINST THE PROPOSAL TO APPROVE THE PLAN OF MERGER.
For purposes of the proposal to approve one or more adjournments of the
special meeting, abstentions and broker non-votes are not counted as votes cast
and generally will have no effect on the outcome of the adjournment proposal. To
approve the adjournment proposal, a majority of votes cast, which includes "FOR"
and "AGAINST" votes, must be in favor of the proposal.
THE ACTIONS PROPOSED IN THIS PROXY STATEMENT/PROSPECTUS ARE NOT MATTERS
THAT CAN BE VOTED ON BY BROKERS HOLDING SHARES FOR BENEFICIAL OWNERS WITHOUT THE
OWNERS' SPECIFIC INSTRUCTIONS. ACCORDINGLY, WE URGE YOU TO MARK, SIGN, DATE, AND
RETURN THE ENCLOSED PROXY CARD, OR TO GIVE YOUR BROKER VOTING INSTRUCTIONS.
VOTING, PROXIES, AND REVOCATION
Crown requests that you complete, date, and sign the proxy card and
promptly return it by mail in the accompanying envelope marked for this purpose
in accordance with the instructions accompanying the proxy card. All properly
executed proxies received before taking the vote at the special meeting and not
revoked will be voted as instructed on the proxy card. IF THE PROXY CARD IS
SIGNED AND RETURNED BY ANY MEANS WITHOUT INDICATING VOTING INSTRUCTIONS, THE
SHARES REPRESENTED BY THAT PROXY WILL BE VOTED "FOR" THE APPROVAL OF THE PLAN OF
MERGER AND "FOR" THE APPROVAL OF ONE OR MORE ADJOURNMENTS OF THE SPECIAL
MEETING.
If your broker holds your shares in "street name," your broker will vote
your shares only if you provide instructions on how to vote. Your broker will
provide directions on how to instruct it to vote your shares. Note that, if the
holder of record of your shares is your broker, bank, or other nominee and you
wish to vote at the special meeting, you must have a "legal" proxy from your
broker, bank, or other nominee authorizing you to vote those shares.
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You may revoke your proxy at any time before it is voted by delivering to
Crown, to the attention of James R. Maronick, 4251 Kipling Street, Suite 390,
Wheat Ridge, Colorado, a written notice of revocation or a new proxy card dated
after the first one relating to the same shares, or by attending the Crown
shareholder meeting and voting in person. Attendance at the Crown meeting will
not, by itself, constitute the revocation of the proxy.
SOLICITATION OF PROXIES AND EXPENSES
Crown will bear the costs of soliciting proxies. Proxies will initially
be solicited by mail, but executive officers, directors, and selected other
employees of Crown may also solicit proxies in person or by telephone or
facsimile. Such persons who solicit proxies will not be specially compensated
for such services. We will request nominees, fiduciaries, and other custodians
to forward soliciting materials to beneficial owners and reimburse them for
their reasonable expenses. BROKERAGE HOUSES, NOMINEES, FIDUCIARIES AND OTHER
CUSTODIANS WILL BE REQUESTED TO FORWARD SOLICITING MATERIALS TO BENEFICIAL
OWNERS AND WILL BE REIMBURSED FOR THEIR REASONABLE EXPENSES INCURRED IN SENDING
PROXY MATERIALS TO BENEFICIAL OWNERS.
PROPOSAL TO APPROVE ADJOURNMENT OF SPECIAL MEETING
Crown is submitting a proposal for consideration at the special meeting
to authorize the named proxies to approve one or more adjournments of the
special meeting if there are not sufficient votes to approve the plan of merger
at the time of the special meeting. Even though a quorum may be present at the
special meeting, it is possible that Crown may not have received sufficient
votes to approve the plan of merger by the time of the special meeting. In that
event, Crown would need to adjourn the special meeting in order to solicit
additional proxies. The adjournment proposal relates only to an adjournment of
the special meeting for purposes of soliciting additional proxies to obtain the
requisite shareholder approval to adopt and approve the plan of merger. Any
other adjournment of the special meeting (E.G., an adjournment required because
of the absence of a quorum) would be voted upon pursuant to the discretionary
authority granted by the proxy.
To allow the proxies that have been received by Crown at the time of the
special meeting to be voted for an adjournment, if necessary, Crown is
submitting a proposal to approve one or more adjournments to Crown shareholders
for their consideration. Approval of the adjournment proposal requires the
affirmative vote of holders of a majority of the shares of Crown common stock
who cast "FOR" and "AGAINST" votes at the special meeting, assuming a quorum is
present at the meeting. With respect to broker non-votes, brokers or other
nominees that hold shares of Crown common stock in "street name" accounts do not
have the discretionary authority to vote to approve any adjournment of the
special meeting without appropriate instructions from the beneficial owner. IF
YOUR SHARES ARE HELD IN STREET NAME AND YOU FAIL TO INSTRUCT YOUR BROKER ON HOW
TO VOTE WITH RESPECT TO THE ADJOURNMENT PROPOSAL, THOSE CROWN SHAREHOLDERS WHO
VOTE "FOR" OR "AGAINST" THE ADJOURNMENT PROPOSAL WILL DECIDE WHETHER TO ADOPT
THAT PROPOSAL AND YOUR SHARES WILL HAVE NO EFFECT ON THE OUTCOME OF THE
PROPOSAL. AN ABSTENTION AS TO THIS PROPOSAL WILL HAVE NO EFFECT ON WHETHER IT IS
ADOPTED.
THE CROWN BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ADJOURNMENT PROPOSAL.
Properly executed proxies will be voted "FOR" the adjournment proposal,
unless otherwise noted on the proxies. If the special meeting is adjourned,
Crown is not required to give further notice of the time and place of the
adjourned meeting, unless the board of directors fixes a new record date for the
special meeting.
The adjournment proposal relates only to an adjournment of the special
meeting occurring for purposes of soliciting additional proxies for the approval
of the merger agreement proposal in the event that there are insufficient votes
to approve that proposal. The Crown board has full authority to adjourn the
special meeting for any other purpose, including the absence of a quorum, or to
postpone the special meeting before it is convened, without the consent of any
Crown shareholder.
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NO ADDITIONAL MATTERS
This special meeting has been called to consider the merger proposal and
the adjournment proposal. Under Crown's bylaws, no other matters may be
considered at the special meeting.
SHAREHOLDER PROPOSALS FOR THE CROWN 2004 ANNUAL MEETING
If the merger is not completed, proposals of Crown shareholders that are
intended to be presented at Crown's 2004 Annual Meeting must be timely delivered
to or received by Crown. Under Crown's bylaws, in order to be deemed properly
presented, notice must be delivered to, or mailed and received by, Crown not
later than ______________.
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DIVIDEND POLICY
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No dividends on the Kinross common shares have been paid by Kinross to
date. For the foreseeable future, it is anticipated that Kinross will use
earnings, if any, to finance its growth and that dividends will not be paid to
shareholders, other than dividends payable to the holder of the Kinross
preferred shares in accordance with their terms. Pursuant to the syndicated
credit facility, Kinross is required to obtain consent from the lenders prior to
declaring any common share dividend.
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BUSINESS OF CROWN
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OVERVIEW
Crown is a precious metals exploration company operating in the western
United States. Crown owns 38.7% of Solitario , which was included in the
financial statements of Crown on a consolidated basis prior to October 2000.
Since that date, Crown's investment in Solitario has been accounted for under
the equity method of accounting. Solitario operates as a precious and base
metals exploration company in Brazil, Bolivia, and Peru.
Crown's principal expertise is in identifying properties with promising
mineral potential, acquiring these properties and exploring them to an advanced
stage. Crown's goal historically has been to advance its properties, either on
its own or through joint ventures, to the feasibility study stage and thereafter
to pursue development of the properties, typically through a joint venture with
a partner that has expertise in mining operations. Crown has in the past
recognized revenues from the option and sale of property interests to joint
venture partners and from the sale of its share of metals produced on its
properties.
Over the past several years, Crown has had limited financial resources
and, accordingly, has not engaged directly in any significant exploration
activity other than at the Buckhorn Mountain Project. Crown's current activities
relate to the permitting process for development of the Buckhorn Mountain
Project.
Crown was incorporated under the laws of the State of Washington in
August 1988. Unless otherwise indicated by the context, all references to Crown
refer to Crown Resources Corporation and its subsidiaries.
23
RECENT DEVELOPMENTS
On February 21, 2003, Crown issued $2,705,000 of its Convertible
Subordinated Notes, Series B, due 2006 (the "Subordinated B Notes"). The
Subordinated B Notes were convertible into common stock of Crown at $0.75 per
share. Solitario invested $400,000 in the Subordinated B Notes on the same terms
as all other investors.
On October 31, 2003, and November 5, 2003, a total of $839,331 of Crown's
10% Convertible Subordinated Notes due 2006 (the "Subordinated Notes") were
converted into 1,119,108 shares of Crown common stock. On November 5, 2003, the
remaining $3,160,669 of Subordinated Notes were automatically converted into
4,214,225 shares of Crown common stock. Also on November 5, 2003, $2,705,000 of
Crown's Subordinated B Notes were automatically converted into 3,606,667 shares
of Crown common stock. The automatic conversions were in accordance with the
provisions of the Subordinated Notes and Subordinated B Notes whereby the
Subordinated Notes and Subordinated B Notes automatically convert into common
stock if the price of the common stock trades above 233% of the conversion price
of $0.75, or $1.75, for 20 consecutive days. The shares related to the automatic
conversion are deemed issued and outstanding as of November 5, 2003.
On November 11, 2003, Crown entered into a toll milling agreement (the
"Toll Milling Agreement") with Echo Bay Minerals Co. ("Echo Bay Minerals"), a
wholly-owned subsidiary of Kinross, whereby Crown would deliver ore from its
Buckhorn Mountain Project deposit to Echo Bay Minerals' Kettle River mill,
located near Republic, Washington approximately 92 kilometers (57 miles) from
the Buckhorn Mountain Project. Under the terms of the Toll Milling Agreement,
Echo Bay Minerals agreed to process up to 1,500 tons per day of ore (the
"Production Ores") at a rate of $20 per ton. In addition Crown agreed to pay a
one-time capital charge of $5 million to Echo Bay Minerals on or before the last
day of the calendar month following the delivery of Production Ores to the
Kettle River Mill. The agreement is subject to Crown obtaining the necessary
permits to mine and deliver the Production Ores, standard toll-milling terms
regarding (among other terms) grade, delivery, commingling and refining, and
regulatory approval.
On November 20, 2003, Crown entered into the merger agreement with
Kinross whereby Kinross would acquire 100% of the shares of Crown common stock.
Under the terms of the merger agreement, shareholders of Crown will receive
0.2911 of a Kinross common share for each share of Crown and prior to the
completion of the acquisition, Crown would dividend to its shareholders its
approximate 37.8% equity interest in Solitario.
On November 21, 2003, Crown announced that it had issued a notice for the
redemption of all $1,655,333 of its 10% Convertible Secured Notes due 2006 (the
"Secured Notes"). The redemption notice specified that the Secured Notes will be
redeemed on December 31, 2003, for a redemption price of $1,690,254, which
includes $34,921 of interest through December 31, 2003. The Secured Notes may be
converted into shares of Crown common stock at any time prior to the close of
business on December 30, 2003, when the right of conversion will terminate.
Crown expects that the holders of a majority of the Secured Notes will elect to
convert their Secured Notes. If all of the $1,655,333 Secured Notes are
converted, Crown would issue approximately 4,729,523 shares of common stock.
On December 1, 2003, Crown received a feasibility study for the Buckhorn
Mountain Project prepared by SRK Consulting, Suite 602, 357 Bay Street, Toronto,
ON, Canada ("SRK"), an independent mining and engineering consulting firm. The
SRK feasibility study determined that the reported mineral reserves in the study
are economically viable based on current information on costs and technology
applicable to mining, metallurgy and other relevant factors that relate to the
extraction of the mineral reserve. The mineral reserves and resources reported
in the SRK feasibility study have been verified by Mike Michaud, a Mineral
Economist representing SRK. Mr. Michaud is a "qualified person" within the
meaning of applicable Canadian securities regulatory standards. He has verified
the reserve data disclosed herein, including any relevant sampling, analytical
and test data.
24
MATERIAL PROPERTIES
The following discussion summarizes the primary mining properties in
which Crown has a direct interest. Crown believes the properties described below
are favorable for mineral development, although Crown cannot assure you that any
of the properties, in which Crown has or may acquire an interest, will be
economically viable.
BUCKHORN MOUNTAIN PROJECT
PROPERTY DESCRIPTION AND LOCATION
The Buckhorn Mountain Project is located on approximately 2,000 acres 24
miles east of Oroville, Washington. Crown currently owns 100% of the Buckhorn
Mountain Project, which was held in a joint venture with Battle Mountain Gold
Corporation ("Battle Mountain") prior to July 2001. During Crown's joint venture
with Battle Mountain, the Buckhorn Mountain Project was known as the Crown Jewel
Project. Battle Mountain merged with Newmont Gold Corporation ("Newmont") on
January 10, 2002.
The Buckhorn Mountain Project is held by a combination of fee ownership,
fee land for which leases are held with options to purchase, and unpatented
mining claims. The ore deposit lies on fee land wholly owned by Crown and on
unpatented claims owned by Crown. Royalties on mineral property controlled by
Crown payable to third parties vary from a 2% net smelter return royalty to an
8.33% net profits royalty on certain unpatented mining claims. The ore body as
currently defined is subject only to the sliding-scale royalty payable to
Newmont of 0.5% to 4%, depending on the price of gold. The Newmont royalty may
be purchased in its entirety for $2.0 million at any time before July 23, 2006.
Crown has applied for patents on nine unpatented mining claims covering
approximately 150 acres.
The following map depicts the approximate location of the Buckhorn
Mountain Project.
25
[MAP DEPICTING LOCATION OF BUCKHORN MOUNTAIN PROJECT]
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
The Buckhorn Mountain Project is located in the Okanogan Highlands, a
mountainous physiographic province characterized by rounded peaks and moderately
steep walled valleys. The elevation range in the project area is approximately
4,500 feet to 5,500 feet.
Vegetative cover in the project area is mostly coniferous forest
dominated by Douglas fir and western larch. Natural openings on forested
hillsides consist of dry scrublands or grassy meadows. The climate in the
deposit area can be considered temperate. The calculated mean annual
precipitation is 20 inches, approximately 35% of which falls as snow. Average
total snow accumulation in the area of the deposit is about three feet.
The small community of Chesaw is the closest town. Oroville (population
1,500) is the nearest incorporated community. Paved roads from Oroville approach
to within six miles of the property with the remaining access by graded county
road and three miles of primitive USFS road. No power exists at the location of
the ore deposit. The nearest power is located three miles to the south.
HISTORY
Crown discovered the ore bodies known as the Buckhorn Mountain Project
desposit shortly after acquiring the property in 1988. Prior to that time only
small prospect pits shafts and tunnels had explored the general area, none of
which intersected the ore body as it is currently defined.
In March 1990, Crown entered into a joint venture agreement with Battle
Mountain (the "Battle Mountain JV Agreement"), under which Battle Mountain could
earn a 51% interest in the Buckhorn Mountain Project by
26
building a 3,000-ton per day mining facility. The Battle Mountain JV Agreement
was subsequently modified in May 1994 allowing Battle Mountain the right to earn
a 54% interest in the Project. Under the Battle Mountain JV Agreement, as
amended, Battle Mountain paid Crown $18,500,000, and funded all exploration and
permitting on the Buckhorn Mountain Project through July 2001. On July 23, 2001,
Crown entered into an agreement (the "Termination Agreement") with Battle
Mountain to terminate the Battle Mountain JV Agreement. As part of the
Termination Agreement, Crown became the sole owner and manager of the Buckhorn
Mountain Project and granted Battle Mountain a sliding scale royalty of 0.5% to
4% on the first one million ounces of gold. The royalty varies with the price of
gold and Crown may purchase the royalty from Newmont, as successor to Battle
Mountain, for a payment of $2 million any time before July 23, 2006. Crown
recorded $353,000 in mineral property additions in connection with the
termination of the joint venture related to the assumption of liabilities of
$116,000 in property taxes payable in 2001 and $237,000 for the Keystone Note.
Since return of 100% ownership of the property, Crown has conducted
drilling, engineering, and environmental studies and permitting activities.
GEOLOGY AND MINERALIZATION
The Buckhorn Mountain Project gold deposit occurs within a portion of an
extensive calcic skarn system formed at the southern contact of the Buckhorn
Mountain Jurrassic/Cretaceous-aged diorite-granodiorite pluton with
Triassic-aged limestones and andesites. Both the skarn system and the ore body
are largely tabular and flat lying in geometry. The skarn system is
compositionally zoned in relation to the intrusive pluton with gold
mineralization both concordant and crosscutting to the various skarn
assemblages. Gold enrichment occurs almost exclusively within skarnified rocks
both as irregular bodies and as more continuous tabular replacements of
limestone. Gold values are associated with low grades of silver (less than one
ounce per ton). No other economic minerals occur within the ore.
EXPLORATION
Crown began an exploration program at the Buckhorn Mountain Project in
mid-1988 and by the end of 1989 had drilled approximately 200 holes on the
property. Between March 1990 and December 1992, Battle Mountain drilled over 550
holes designed to both confirm and expand the known reserve. In 2002 and 2003,
Crown drilled 41 core holes to further confirm the grade and continuity of
mineralization in selected parts of the ore body.
DRILLING, SAMPLE AND ANALYSIS, AND SECURITY OF SAMPLES
Drilling on the property occurred in three phases. Crown drilled core and
reverse circulation rotary holes during the period of 1988 to early 1989. Battle
Mountain drilled core and reverse circulation rotary holes from 1990 to 1995 and
Crown drilled core holes in 2002 and 2003. During the first phase of Crown
drilling, splits were taken of drill samples and submitted for analysis to
Silver Valley Laboratories of Osburn, Idaho. Core was sawed and reverse
circulation rotary chips were riffle split in order to obtain representative
samples for analysis. Check assays of selected samples were submitted for
comparison with original assays. Sample intervals were selected by the geologist
in charge of the project. After acquiring its joint venture interest, Battle
Mountain checked Crown's drill results by submitting splits from the core, pulps
from core and reverse circulation rotary samples and reverse circulation rotary
duplicate chips to a second laboratory for confirmatory assays. Additionally,
Battle Mountain drilled twin holes to confirm Crown's results in selected areas.
Battle Mountain's drilling was logged by a geologist and was sampled on
five-foot intervals. Entire core samples were submitted for assay and pulps were
checked for re-assay. Rejects of reverse circulation rotary holes were
re-assayed. Standards and blanks were submitted along with exploration samples.
Battle Mountain primarily used Silver Valley Laboratory of Osburn, Idaho for
assay services.
Samples from Crown's second phase of drilling in 2002 and 2003 were check
assayed. Imbedded standards, sample duplicates and blanks were assayed. Crown
used ALS laboratories of Spokane, Washington as the primary laboratory and ALS
Chemex laboratory of Vancouver, British Columbia as the primary check assay
laboratory. Core was logged and sample intervals were selected by the geological
staff for analysis. Chain of custody was
27
documented between the geologist and the laboratory. Core samples and rejects
are stored on site under the supervision of Crown.
No significant sampling or analytical biases are known to exist that
could affect the modeling of the resources or reserves.
TOLL MILLING AGREEMENT
On November 11, 2003, Crown entered into a toll milling agreement with
Echo Bay Minerals whereby Crown has agreed to deliver ore from its Buckhorn
Mountain Project deposit to Echo Bay Minerals' Kettle River mill, located near
Republic, Washington approximately 92 kilometers (57 miles) from the Buckhorn
Mountain Project. Under the terms of the toll milling agreement, Echo Bay
Minerals agreed to process up to 1,500 tons per day of ore produced at the
Buckhorn Mountain Project at a rate of $20 per ton. In addition, Crown agreed to
pay a one-time capital charge of $5 million to Echo Bay Minerals on or before
the last day of the calendar month following the delivery of ores from the
Buckhorn Mountain Project to the Kettle River mill. The toll milling agreement
is subject to Crown obtaining the necessary permits to mine and deliver the ores
from the Buckhorn Mountain Project, standard toll-milling terms regarding (among
other terms) grade, delivery, commingling and refining, and regulatory approval.
If the merger is consummated, the toll milling agreement will be between
subsidiaries of Kinross and, therefore, may be terminated.
MINERAL RESERVE ESTIMATES
The mineral reserves and resources reported in this Proxy
Statement/Prospectus have been verified by Mike Michaud, a Mineral Economist
representing SRK Consulting, based in Toronto, Canada. Mr. Michaud, a "qualified
person," under Canadian National Instrument 43-101, has verified the data
disclosed in this Proxy Statement/Prospectus, including any relevant sampling,
analytical and test data. SRK's feasibility study for the Buckhorn Mountain
Project incorporates the toll milling agreement in this Proxy
Statement/Prospectus and determined that the reported mineral reserves are
economically viable based on current information on costs and technology
applicable to mining, metallurgy and other relevant factors that relate to the
extraction of the mineral reserve.
MINERAL RESERVES(1)(2)(3) - BUCKHORN MOUNTAIN PROJECT
---------------- ------------------ ---------------------------- ------------------------------------ -----------------
CLASSIFICATION TONNAGE GOLD GRADE GOLD CONTENT
---------------- ------------------ ---------------------------- ------------------------------------ -----------------
(TONS) (TONNES) (OUNCES/TON) (GRAMS/TONNE) (OUNCES)
---------------- ------------------ ------------- -------------- ----------------- ------------------ -----------------
CURRENT(4) PROBABLE 3,075,600 2,790,200 0.32 11.1 991,300
---------------- ------------------ ------------- -------------- ----------------- ------------------ -----------------
---------------- ------------------ ------------- -------------- ----------------- ------------------ -----------------
-------------------------
(1) Drill spacing used to determine reserves varies from 50 to 100 feet. The
cutoff grade used was 0.188 ounces per ton based on detailed costs
developed in the Feasibility Study. A mill recovery of 90% was assumed.
(2) Crown's mineral reserves reported herein are classified in accordance
with the Canadian Institute of Mining, Metallurgy and Petroleum's "CIM
Standards on Mineral Resources and Reserves, Definitions and Guidelines"
as required by Canadian National Instrument 43-101.
(3) The mineral reserve estimates presented herein comply with the reserve
categories required by Industry Guide 7 in the United States.
(4) Current Reserves are reported as of December 15, 2003.
Mineral reserves were estimated based on a per ounce gold price of U.S.
$350 at November 15, 2003. The value of contained silver in the ore was ignored.
The gold price at the time of reporting of the reserves was substantially higher
than the level used in estimating. However, the price has been lower during
recent time periods. If the market price were to decrease to significantly lower
levels then Crown may determine that its reserves should be re-estimated
resulting in a potential reduction in the amount of reserves. Crown estimates
that mineral reserves will change if a different gold price is assumed.
28
PERMITTING AND DEVELOPMENT
In July 2001, Crown became the sole owner of the Crown Jewel project and
renamed it the Buckhorn Mountain Project. Previously, the Crown Jewel Project
had been subject to a joint venture agreement between Crown and Battle Mountain.
Battle Mountain had proposed an open-pit mining operation with an on-site
processing facility. Battle Mountain's proposed open-pit Crown Jewel Project was
subjected to numerous permitting and legal challenges and delays. In January of
2000, the Washington Pollution Control Hearings Board (the "PCHB") vacated the
previously granted 401 Water Quality Permit and certain water rights for the
Crown Jewel Project. Other permits previously granted to the Crown Jewel Project
have since lapsed and will have to be reacquired as part of the ongoing
permitting process.
Subsequent to the January 2000 PCHB ruling, Crown began seeking
regulatory approval and permits to operate an exclusively underground mining
operation at the Buckhorn Mountain Project. In May 2003, Crown submitted its
Initial Buckhorn Mountain Project Plan of Operations with the USFS and the
Washington State Department of Ecology. The Initial Buckhorn Mountain Project
Plan of Operations was deemed complete by the USFS in August 2003. This plan
proposes a processing facility seven miles from the mine that would be
constructed, owned, and operated by Crown. The ore would be trucked from the
mine to the mill. Crown believes this development plan significantly reduces the
environmental impacts compared to the Crown Jewel open-pit mining plan proposed
by Battle Mountain. Based on discussion with the regulatory agencies, Crown is
unaware of any legal impediments to permitting a mining operation as proposed in
the Initial Buckhorn Mountain Project Plan of Operations.
As part of the analysis of the Buckhorn Mountain Project subsequent to
the January 2000 PCHB ruling, Crown retained Gochnour and Associates
("Gochnour") to review the required permits for a potential combination
underground/open-pit-mine design for the Buckhorn Mountain Project ore deposit.
Gochnour indicated this mine design would require conducting additional baseline
studies and collecting data for modeling to amend previously approved permits as
well as to obtain permits for activities that were not previously contemplated,
for example the underground mining effects on ground water. Gochnour indicated
the underground alternative would also require mitigation of environmental
impacts. The Gochnour report concluded the proposed mine design is legally
permittable.
Recently, subsequent to the signing of the toll milling agreement with
Echo Bay Minerals, Crown has developed an alternative plan as outlined in the
SRK feasibility study that provides for trucking of ore from the mine to the
Kettle River processing facility owned by Echo Bay Minerals. Crown is currently
preparing a modification to the Buckhorn Mountain Project Plan of Operations to
accommodate this change in operation. This new development plan further reduces
environmental impacts in comparison to the existing Buckhorn Mountain Project
Plan of Operations.
Although Crown is not aware of any laws or regulations which would be
violated by the mine design proposed in the SRK feasibility study, there will
continue to be uncertainty regarding the ability of Crown to obtain the
necessary permits from the regulatory authorities in a timely manner, if ever.
Construction of the Buckhorn Mountain Project will not begin prior to the
successful issuance of the remaining permits and resolution of the potential
future legal and administrative challenges. Potential delays due to the appeals
process, permit process or litigation are difficult to quantify. See "--Legal
Proceedings."
If the Kinross merger is not completed, Crown would require additional
capital in the form of either equity or debt financing, or enter into a joint
venture to permit, develop, and operate the Buckhorn Mountain Project. Crown
cannot assure you that such financing would be available on acceptable terms in
order for the Buckhorn Mountain Project to enter into commercial production. See
also "--Corporate Reorganization" and "Crown Management's Discussion and
Analysis of Financial Condition and Results of Operations."
29
KINGS CANYON
The Kings Canyon property in Utah consists of 360 acres of unpatented
claims. Crown holds a 100% interest in the property, subject to a 4% NSR royalty
to third parties. Crown has conducted drilling at the Kings Canyon property but
does not report mineral reserves. During 2000, Crown wrote off its remaining
land and leasehold investment in the Kings Canyon property. Crown continues to
maintain the property and, if the proposed transaction with Kinross is not
consummated, may seek a joint venture partner to further evaluate and develop
Kings Canyon.
PERU, BOLIVIA, AND BRAZIL
Crown has no direct interest in properties outside of the United States.
Crown currently owns a 38.7% interest in Solitario, which owns interests in and
operates mineral property and operations in Peru, Bolivia, and Brazil. Crown
intends to distribute its interest in Solitario prior to completion of the
merger. If the distribution occurs, Crown will have no interest in Solitario as
of the effective date of the merger.
MINERAL PROPERTY AND EXPLORATION EXPENDITURE OVERVIEW
During 2002, Crown incurred $617,000 in expenditures in support of
permitting and development of its Buckhorn Mountain Project. Crown paid $15,000
in claim maintenance fee payments for 2003. Crown has acquired certain other
mining claims and properties not subject to leases by deed located at its
Buckhorn Mountain Project. To maintain the claims and other properties that
Crown has acquired by deed or located, Crown must pay AD VALOREM property taxes
in the case of the patented mining claims and fee land, and annual rental fees
in the case of the unpatented mining claims. See "Considerations Related to
Crown's Business." Crown paid approximately $4,000 in property taxes related to
the Buckhorn Mountain Project in 2003. Crown has no work commitments, claim
maintenance fees, or property taxes remaining to be fulfilled in 2003.
Payments on unpatented
Property mining claims Crown's share of costs in 2003
-------------------------------- ---------------------------- --------------------------------
Buckhorn Mountain Project $15,000 $15,000
Kings Canyon 1,000 1,000
Total: $16,000 $16,000
EXPLORATION ACTIVITIES
Historically, a significant part of Crown's business involves the review
of potential property acquisitions and continuing review and analysis of
properties in which it has an interest, to determine the exploration and
development potential of the properties. In analyzing expected levels of
expenditures for work commitments and lease obligations, Crown considers the
fact that its obligations to make such payments fluctuate greatly depending on
whether, among other things Crown makes a decision to sell a property interest,
convey a property interest to a joint venture, or to allow its interest in a
property to lapse by not making the work commitment or payment required. Crown
is not currently conducting any potential property acquisitions or exploration.
EMPLOYEES
As of November 28, 2003, Crown employed seven persons, all of whom are
located in the United States. Crown considers its relations with employees to be
excellent. All employees are eligible to participate in Crown's stock option
plans. None of Crown's employees are covered by a collective bargaining
agreement. A portion of Crown's employees' time is devoted to work under a
management services contract with Solitario.
LEGAL PROCEEDINGS
Beginning in March 1997, the attempt to permit the Crown Jewel Project
was subject to various legal challenges in Washington State court, United States
District Court, and administrative hearings. This permitting process is no
longer being pursued. The proposed operating plan has been substantially revised
as an underground
30
mine which Crown anticipates will address many of the prior concerns. However,
Crown cannot make assurances prior actions will not have an effect on the
proposed plan of operations or that future litigation will not be filed.
In May 2000, the Okanogan Highlands Alliance, the Washington
Environmental Council, the Kettle Range Conservation Group, and the Colville
Indian Environmental Protection Alliance filed a protest of the patent
application for the grandfathered Buckhorn Mountain Project lode claims. The
protest was filed in the Washington/Oregon State BLM office. The Department of
the Interior has not set a time frame for either granting the patents or
responding to the protest.
The impact and timing of resolution of these and any other actions
related to the permitting process cannot be determined with any accuracy at this
time.
CORPORATE REORGANIZATION
PLAN OF REORGANIZATION
On March 8, 2002, Crown filed a voluntary petition for protection under
Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy") in the United
States Bankruptcy Court for the District of Colorado (the "Court"). As part of
the Bankruptcy Crown filed a Plan of Reorganization (the "Plan") and a
Disclosure Statement with the Court on March 25, 2002. On May 30, 2002, the
Court confirmed the Plan, which became effective on June 11, 2002 (the
"Effective Date"). As part of the Plan, Crown restructured its existing $15
million 5.75% Convertible Subordinated Debentures due August 2001 (the
"Debentures"). The restructuring was completed through an exchange of
outstanding Debentures, including any accrued interest thereon for the following
consideration, which was proportionally distributed to each Debenture holder:
(i) $1,000,000 in cash;
(ii) $2,000,000 of the Secured Notes convertible into Crown common
shares at $0.35 per share. The Secured Notes are PARI-PASSU to and
have essentially the same terms as the Crown's 10% Convertible
Secured Notes due October 2006 and issued pursuant to a note
purchase agreement in October 2001 (the "Senior Notes"), discussed
below, including a 10% interest rate payable in cash or common
stock at Crown's option, and a maturity date of October 2006. The
number of shares of common stock paid for interest, is calculated
based on the stated interest rate for the period divided by the
conversion price of $0.35 per share. On November 21, 2003, the
Secured Notes were called for redemption and the Secured Notes
will be redeemed on December 31, 2003, unless converted before the
close of business on December 30, 2003;
(iii) Warrants, which expire in October 2006 that entitle the holders
the right to purchase, in the aggregate, 5,714,285 shares of Crown
common stock at an exercise price of $0.75 per share; and
(iv) $4,000,000 of the Subordinated Notes convertible into common stock
of Crown at $0.75 per share. The Subordinated Notes pay interest
at 10% in stock or cash at Crown's option, and mature on the same
date as the Secured Notes. The number of shares of common stock
paid for interest, is calculated based on the stated interest rate
for the period divided by the conversion price of $0.75 per share.
On November 5, 2003, all outstanding Subordinated Notes were
automatically converted into Crown common shares.
In order to effect the Plan on the Effective Date, Crown entered into a
Custody and Disbursing Agreement with Wells Fargo Bank, Minnesota N.A. (the
"Disbursing Agent") as well as trust indentures with Deutsche Bank Trust
Company, Americas, as Trustee on the Secured Notes and with Wells Fargo Bank
Minnesota, N.A. as Trustee on the Subordinated Notes. Crown also transferred $1
million to the Disbursing Agent on the Effective Date. As of November 28, 2003,
the Disbursing Agent had delivered $925,000 in cash, $1,851,000 in Secured
Notes, $3,701,000 in Subordinated Notes (including any accrued and paid interest
from June 11, 2002) and Warrants to
31
purchase 5,287,606 shares of Crown common stock to Debenture holders who had
presented $13,880,000 in Debenture certificates. As of November 28, 2003,
$1,120,000 in Debenture certificates had not been presented. Pending
presentation of these $1,120,000 in Debenture certificates to the Disbursing
Agent, all interest due on any undistributed Secured and Subordinated Notes is
paid to the Disbursing Agent for the benefit of any Debenture holders who
subsequently tender their certificates. The Debenture holders have until June
2007 to present their certificates, at which time any undistributed cash, notes,
and warrants will revert to Crown.
The Plan provided that all of Crown's other liabilities would be paid in
the normal course.
As part of the Plan, Crown effected a one-for-five reverse split on the
Effective Date of the currently outstanding common stock, while maintaining the
conversion and exercise prices of the Senior Notes, the Secured Notes, the
Subordinated Notes and the related warrants. Under the Plan, any shareholder
holding less than 500 shares prior to the one-for-five reverse split and the
holder of Crown's preferred stock received no distribution. Accordingly, 66,580
shares of common stock and the outstanding preferred stock, held by a wholly
owned subsidiary, which had previously been eliminated in consolidation, were
cancelled.
The Plan also approved the 2002 Crown Stock Incentive Plan (the "2002
Plan") as of the Effective Date. Under the 2002 Plan, Crown may grant options to
purchase up to an aggregate maximum of 5 million shares to employees,
consultants, and directors. As part of the Plan, Crown filed Restated Articles
of Incorporation with the Secretary of State of the State of Washington.
While the Plan resulted in a change in ownership of greater than 50%, the
reorganization value of Crown's assets immediately before the Effective Date was
greater than the total of all post-petition liabilities and allowed claims. As a
result, Crown did not adopt fresh start reporting and will continue to recognize
its historical basis of accounting.
CONTROL OF CROWN
As a result of the Plan, holders of Crown's $3,600,000 Senior Notes
gained effective control of Crown (collectively the "Senior Lenders"). Senior
Notes with a face value of $3,250,000 (the "Escrowed Notes") are convertible
into Crown common stock at $0.35 per share and a $350,000 Solitario Note
(described below) is convertible into Crown common stock at $0.2916 per share.
In addition the Senior Lenders also received warrants exercisable into
10,485,714 shares of Crown common stock (the same number of shares as their
Senior Notes were convertible into), with an exercise price of $0.75 per Crown
share for 9,285,714 shares and an exercise price of $0.60 per Crown share for
1,200,000 shares. After the Effective Date, the Senior Lenders owned
approximately 52% of Crown's common stock on a fully diluted basis.
The largest investor in the Senior Notes, Zoloto Investors, LP
("Zoloto"), owns $2,000,000 in Senior Notes and Crown warrants exercisable into
5,714,286 shares. Steven Webster, the Chairman of the Board of Crown, is the
sole member of the general partner of Zoloto. Additionally, on the Effective
Date, the Senior Lenders granted a pari-passu security interest in the assets
securing the Senior Notes issued in connection with the Plan. However any
actions related to that security interest may only be taken pursuant to a second
intercreditor agreement based upon the combined vote of the Senior Lenders
voting as a block, and the Secured note holders voting as a block, giving
effective control of the security interest in the assets of Crown to the Senior
Lenders, and ultimately to Zoloto.
In October 2001, Solitario invested in two Secured Notes, which totaled
$1,000,000 of the $3,600,000 principal amount of Secured Notes issued. The
proceeds of $350,000 from the first note (the "Solitario Note") were delivered
to Crown. The proceeds from the second note from Solitario, and the remaining
Secured Notes of $2,600,000 or $3,250,000 in total, were placed in escrow
pending the outcome of Crown's Bankruptcy. The remaining balance of the proceeds
plus interest was released to Crown on the Effective Date. The independent Board
members of both Crown and Solitario approved the transaction. The terms of the
transaction on the Escrowed Notes were the same as given to other senior lenders
of Crown (the "Senior Lenders") and, with regard to the terms of the $350,000
Solitario Note, the terms were negotiated with and approved by the other Senior
Lenders.
32
As part of the Plan, the Senior Lenders, nominated three of the seven
initial board members. Two of the three nominated, Mr. Webster and Mr. Harte,
were investors in Zoloto. Zoloto also had, as part of the Voting Agreement
(described below), the right to vote any outstanding shares owned by Solitario
for their nominees to the Board of Directors at any subsequent meeting of
shareholders.
Crown entered into a Voting Agreement dated as of April 15, 2002 with
Zoloto and Solitario, who are each shareholders of Crown (the "Signing
Shareholders"). Pursuant to the Voting Agreement, Solitario and Zoloto agree
that they will each vote their owned shares during the term of the Voting
Agreement for the election of three designees of Zoloto and one designee of
Solitario (the "Designee Directors") to the Board of Directors of Crown. The
Signing Shareholders agreed that any shares received by either Signing
Shareholder would be subject to the Voting Agreement during its term and any
successor, assignee or transferee of shares from either Signing Shareholder
would be subject to the terms of the Voting Agreement during its term. The
Voting Agreement terminates on June 25, 2006. As of December 9, 2003, the
Signing Shareholders collectively held 1,733,866 shares, or approximately 8.5%,
of the outstanding shares of Crown. As of December 9, 2003, assuming conversion
of all outstanding convertible debt and exercise of all warrants on a cash
basis, the Signing Shareholders collectively held 19,276,724 shares or
approximately 38.9% of the fully diluted shares calculated on the same basis.
33
--------------------------------------------------------------------------------
PRINCIPAL SHAREHOLDERS OF CROWN
--------------------------------------------------------------------------------
The table below sets forth information as to each person owning of record
or who was known by Crown to own beneficially more than 5% of the Crown common
stock (and other securities convertible into Crown common stock) as of December
9, 2003, and information as to the ownership of Crown common stock by each of
its directors and by all directors and executive officers as a group. Except as
otherwise indicated, all shares are owned directly, and the persons named in the
table have sole voting and investment power with respect to shares shown as
beneficially owned by them.
Percent of
Crown's
common stock,
based on current
number of Percent of Percent of
outstanding Crown's Crown's
Amount and common shares Ownership common stock, common stock,
Nature of prior to Assuming based on exercise based on exercise
Beneficial conversion Conversion of of convertible of convertible
Ownership in of any other securities on a securities on a
Name and Address of Crown common convertible convertible non-diluted fully diluted
Beneficial Owner(1) stock(2) securities(2) securities(3) basis(4) basis(5)
------------------------------- -------------- ------------------ ---------------- ------------------ ------------------
Solitario Resources Corporation
4251 Kipling St., Suite 390
Wheat Ridge, CO 80033 965,491 4.7% 7,079,777(9) 26.6% 14.3%
Zoloto Investors, LP
14701 St. Mary's Lane,
Suite 800
Houston, TX 77079 1,733,866(6) 8.5% 19,276,724(10) 50.7% 38.9%
Loeb Partners Corporation
61 Broadway
New York, NY 10006 2,625,718 12.8% 3,395,241(11) 16.0% 6.8%
Deephaven Domestic Capital
Management
130 Cheshire Lane, Suite 102
Minnetonka, MN 55305 2,526,680 12.3% 2,526,680 16.0% 6.8%
Gary L. Blum
3104 Oak Lane
Dallas, TX 75226 71,234 0.3% 1,214,092(12) 5.6% 2.4%
Oliver Baring
Devon House
12-15 Dartmouth St.
London, SW1 H9BL, England 96,048 0.5% 1,524,620(13) 7.0% 3.1%
Coot Investments, Lt
Summerhays Farm
Cotleigh, Honiton
Devon, EX14 9HF
United Kingdom 499,877 2.4% 1,337,973(14) 6.3% 2.7%
Steven A. Webster 1,885,513(7) 9.2% 19,653,371(15) 51.4% 39.6%
Christopher M. Harte - - 175,000(16) 0.8% 0.4%
Christopher E. Herald 37,268 0.2% 887,268(17) 4.2% 1.8%
Mark E. Jones, III -(8) - 175,000(16) 0.8% 0.4%
Brian Labadie - - 225,000(18) 1.1% 0.5%
F. Gardner Parker - 200,000(19) 1.0% 0.4%
Ronald Shorr - 175,000(16) 0.8% 0.4%
James R. Maronick 2,177 0.0% 532,177(20) 2.5% 1.1%
All directors and executive
officers as a group (nine
persons) 1,924,958 9.4% 22,522,816(21) 54.8% 45.4%
(footnotes contained on following page)
34
-------------------------
(1) Based upon information supplied to Crown by the shareholder, including
filings as required under section 13 and 16 of the Securities and
Exchange Act of 1934.
(2) These columns reflect the ownership of outstanding Crown common stock as
of December 9, 2003. The percentages are based on the total outstanding
shares as of that date of 20, 488,101. In addition to the outstanding
common stock, as of December 9, 2003, Crown had outstanding: convertible
debt, which can be converted into 12,329,527 shares of Crown common
stock; warrants to acquire up to 13,413,333 shares of Crown common stock;
and options to acquire up to 3,379,000 shares of Crown common stock.
(3) This column reflects the number of shares of Crown common stock held
assuming the conversion or exercise of all convertible debt, warrants and
options held by the identified shareholder.
(4) This column reflects the percentage ownership assuming the identified
shareholder's shares in (3) above divided by all currently outstanding
shares plus number of shares of Crown common stock that would be
outstanding assuming the conversion or exercise of all convertible debt,
warrants and options held by the identified shareholder.
(5) This column reflects the percentage ownership assuming the conversion of
all convertible debt, the exercise of all options, and the exercise of
all warrants for cash, which would result in 49,609,962 shares of Crown
common stock issued and outstanding.
(6) Includes 965,491 shares held by Solitario Resources Corporation, which
are subject to a voting agreement.
(7) Includes 1,733,866 shares beneficially held by Zoloto Investors, LP, of
which Mr. Webster is the sole member of the general partner.
(8) Includes 1,528 shares owned by Mr. Herald's spouse, of which Mr. Herald
disclaims beneficial ownership.
(9) Includes 3,057,143 shares available upon conversion of Crown 10%
convertible secured notes and 3,057,143 shares available upon the
exercise of warrants.
(10) Includes 5,714,286 shares available upon conversion of Crown 10%
convertible secured notes, and 5,714,286 shares available from the
exercise of warrants and 7,079,777 shares beneficially owned by
Solitario, subject to a voting agreement between Solitario and Zoloto.
(11) Includes 769,523 shares available upon conversion of Crown 10%
convertible secured notes.
(12) Includes 571,429 shares available upon conversion of Crown 10%
convertible senior notes and 571,429 shares available upon the exercise
of warrants.
(13) Includes 714,286 shares available upon conversion of Crown 10%
convertible senior notes and 714,286 shares available upon the exercise
of warrants.
(14) Includes 419,048 shares available upon conversion of Crown 10%
convertible secured notes and 419,048 shares available upon the exercise
of warrants.
(15) Includes 225,000 shares available upon exercise of Crown options and
19,276,724 shares beneficially owned by Zoloto, of which Mr. Webster is
the sole member of general partner.
(16) Includes options to purchase 175,000 shares.
(17) Includes options to purchase 850,000 shares.
(18) Includes options to purchase 225,000 shares.
(19) Includes options to purchase 200,000 shares.
(20) Includes options to purchase 530,000 shares.
(21) Includes, in the aggregate, 8,771,429 shares available upon conversion of
Crown convertible senior notes, 8,771,429 shares available upon the
exercise of warrants and options to purchase 3,055,000 shares.
35
--------------------------------------------------------------------------------
CROWN SELECTED HISTORICAL FINANCIAL INFORMATION
--------------------------------------------------------------------------------
The selected consolidated financial data set forth below for each of the
five years in the period ended December 31, 2002, and as of the years then ended
has been derived from: (i) Crown's audited consolidated financial statements
(not all of which financial statements are presented herein); and (ii) the
unaudited consolidated statements of operations and balance sheets of Crown as
of and for each of the nine months ended September 30, 2003 and 2002. The
financial statements as of and for the nine months ended September 30, 2003 and
2002, in the opinion of management, reflect all adjustments, consisting of only
normal recurring items, necessary to present fairly, in accordance with
accounting principles generally accepted in the United States, the information
for the periods. The selected consolidated financial data should be read in
conjunction with Management's Discussion and Analysis of Financial Condition and
Results of Operations and the consolidated financial statements and related
notes thereto included elsewhere in this report.
Balance sheet data: As of September 30 As of December 31,
------------------ ------------------
(in thousands) 2003 2002 2002 2001 2000 1999 1998
---- ---- ---- ---- ---- ---- ----
Total assets $21,105 $19,292 $19,233 $ 21,265 $ 20,095 $ 22,709 $ 36,500
Current portion long-term debt $ 51 $ 50 $ 70 $ 18,302 $ 15,000 $ - $ -
Long-term debt $ 8,059 $ 5,031 $ 5,061 $ 148 $ - $ 15,000 $ 15,000
Working capital (deficit) $ 2,397 $ 1,294 $ 825 $(15,713) $(14,211) $ 4,881 $ 7,839
Stockholders' equity $10,966 $10,763 $10,637 $ 1,850 $ 4,695 $ 5,980 $ 17,182
Income statement data Nine Months Ended
-----------------
September 30, Year Ended December 31,
(in thousands, except per 2003 2002 2002 2001 2000(1) 1999(2) 1998
share amounts) ---- ---- ---- ---- ---- ---- ----
Revenues $ 19 $ 201 $ 206 $ 248 $ 6,401 $ 538 $ 610
------- ------- ------- -------- -------- -------- ---------
Net income (loss) $(2,574) $ 5,410 $ 4,935 $ (3,148) $ (1,659) $(11,117) $ (1,928)
======= ------- ======= ======== ======== ======== =========
Basic income (loss)
per share before change in
accounting principle $ (0.52) $ 1.77 $ 1.52 $ (1.08) $ (0.57) $ (0.90) $ (0.65)
Diluted income (loss)
per share before change
in accounting principle $ (0.52) $ 0.32 $ 0.26 $ (1.08) $ (0.57) $ (0.90) $ (0.65)
======= ======= ======= ======== ======== ======== =========
Change in accounting principle - - - - - (2.90) -
------- ------- ------- -------- -------- -------- ---------
Basic income (loss)
per share(3) $ (0.52) $ 1.77 $ 1.52 $ (1.08) $ (0.57) $ (3.80) $ (0.65)
======= ======= ======= ======== ======== ======== =========
Diluted income (loss)
per share $ (0.52) $ 0.32 $ 0.26 $ (1.08) $ (0.57) $ (3.80) $ (0.65)
======= ======= ======= ======== ======== ======== =========
-------------------------
(1) Includes the operations of Solitario on a consolidated basis through
October 18, 2000. Subsequent to October 18, 2000, the results of
Solitario are reflected under the equity method of accounting.
(2) Crown changed its method of accounting for exploration costs and recorded
an $8.5 million charge related to the cumulative effect of the change in
accounting principle to operations in 1999.
(3) Crown effected a one-for-five reverse split of the Crown common stock in
connection with the Plan on the Effective Date. All prior reported Crown
common stock amounts have been adjusted and are presented as though the
reverse stock split occurred on January 1, 1998.
36
--------------------------------------------------------------------------------
CROWN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
The following discussion should be read in conjunction with consolidated
financial statements of Crown and related notes thereto included with this
document. All prior period per share amounts have been adjusted to account for
the one-for-five reverse split in accordance with the Plan. Crown's financial
condition and results of operations are not necessarily indicative of what may
be expected in future periods. This Proxy Statement/Prospectus contains
forward-looking statements that involve risks and uncertainties. Crown actual
results could differ significantly from those projected in the forward-looking
statements as a result of many factors, including those discussed in "FORWARD
LOOKING STATEMENTS," "RISK FACTORS," and elsewhere in this Proxy
Statement/Prospectus. Crown assumes no obligation to update the forward-looking
statements or these factors.
RESULTS OF OPERATIONS
Crown currently has no source of recurring revenue and it anticipates any
future recurring revenue would only occur after the successful development of
the Buckhorn Mountain Project. The successful development of the Buckhorn
Mountain Project is dependent on several factors, many of which are beyond
Crown's control. Crown cannot provide any assurance it will be able to
successfully permit and develop the Buckhorn Mountain Project. See "--Liquidity
and Capital Resources," "Proposed Kinross Transaction," and "Buckhorn Mountain
Project Permitting."
NINE MONTHS ENDED SEPTEMBER 30, 2003
Crown had a net loss of $2,574,000 for the first nine months of 2003
compared to net income of $5,410,000 for the first nine months of 2002. The
increased loss is the result of increased general and administrative costs,
primarily related to $1,453,000 of compensation expense related to variable plan
accounting recorded in the first nine months of 2003 and an increase in interest
expense on the Senior, Secured, Subordinated and Subordinated B Notes during the
first half of 2003 compared to interest on the Senior Notes and the Debentures
through the first nine months of 2002. The increase in these costs during 2003
compared to 2002 was mitigated by a reduction in Crown's equity share of
Solitario's loss and an increase in the deferred tax credit available in 2003
compared to the first nine months of 2002. Additionally, Crown recorded a gain
on the discharge of its convertible debentures of $8,684,000 in 2002 and a gain
of $171,000 on the sale of its Cord Ranch property in the third quarter of 2002
and there was no similar gain recorded in 2003. Additionally, in 2003, Crown
recorded an income tax benefit of $1,324,000 compared to tax expense of
$1,553,000 in 2002.
Crown had no active exploration projects during the first nine months of
2003 or 2002. Crown's general and administrative expenses increased to
$1,907,000 during the first nine months of 2003 compared to $287,000 in first
nine months of the prior year. The increase during 2003 was primarily related to
a non-cash charge of $1,453,000 to compensation expense related to stock options
granted during 2002 that are subject to variable plan accounting. There were no
charges to compensation expense in the prior year period. Crown recorded
increased administrative non-bankruptcy costs related to legal fees of $71,000,
travel costs of $23,000 and shareholder relation costs of $67,000 were recorded
during the first nine months of 2003 compared to legal fees of $7,000, travel
costs of $7,000 and shareholder relation costs of $61,000 during 2002, when
these costs were significantly reduced as Crown was in bankruptcy. In addition,
Crown's net administrative expenses were increased as a result of a reduction in
management fees to $275,000 during the first nine months of 2003 compared to
$365,000 during the first nine months of 2002.
Crown's interest expense was $1,803,000 for the first nine months of 2003
compared to $679,000 in the prior year period. The interest is primarily related
to the Senior Notes, Secured Notes, Subordinated Notes and Subordinated B Notes.
All of the notes accrue interest at the rate of 10% per year. Crown has the
option to pay the quarterly interest payments in its common stock at the
conversion price of $0.35 per share and $0.2916 per share for the Senior Notes,
$0.35 per share for the Secured Notes, and $0.75 per share for the Subordinated
and Subordinated
37
B Notes. During the first nine months of 2003, Crown issued 1,752,886 shares of
common stock, with a market value of $1,453,000 for interest on the Senior,
Secured Subordinated and Subordinated B Notes, compared to its issuance of
860,953 shares with a market value of $191,000 for interest on the Senior,
Secured and Subordinated Notes during the first nine months of 2002. In
addition, during the nine months of 2003, Crown recorded $292,000 of interest
expense related to the amortization of the discounts on the Senior and Secured
Notes compared to amortization of these discounts of $128,000 in the first nine
months of the prior year.
As discussed further below, Crown recorded a gain of $8,684,000 on the
discharge of its convertible debentures in 2002. There was no such gain in 2003.
Crown recorded $193,000 of equity in loss of unconsolidated subsidiary,
related to Solitario, during the first nine months 2003 compared to $558,000
during the first nine months of 2002. The decrease in the loss from Solitario
was the result of Solitario's reduced exploration expense in the first nine
months of 2003 of $170,000, compared to $711,000 during the first nine months of
2002 as a result of the Anglo joint venture. Solitario recorded increased
interest income of $238,000 during the first nine months of 2003 compared to
$100,000 during the first nine months of 2002. In addition, Solitario reduced
general and administrative expenses to $218,000 during the first nine months of
2003 compared to $300,000 during the first nine months of 2002 related to
reductions in staff travel and office expenses.
Crown recorded a deferred tax benefit of $1,324,000 in the nine months of
2003 compared to an expense of $1,553,000 in the first nine months of 2002.
Prior to the Effective Date, Crown had provided a valuation allowance for its
deferred tax assets, and was not able to recognize any deferred tax benefit. The
provision recorded on 2002 relates primarily to the gain recorded on the
discharge of the debentures.
REORGANIZATION AND BANKRUPTCY
Crown recorded reorganization costs of $391,000 during the first nine
months of 2002 related to the Bankruptcy. These costs consisted of legal,
accounting and consulting expenses. Crown recorded a gain of $8,684,000 on the
extinguishment of debt in connection with the exchange of the Debentures. See
Note 2 in the notes to the consolidated financial statements. The transaction is
detailed below (in thousands):
Debt extinguished:
Debentures $15,000
Plus accrued interest 970
-------
Total debt extinguished 15,970
-------
Assets exchanged for Debentures:
Cash 1,000
Secured Notes 2,000
Subordinated Notes 4,000
Warrants, at fair market on date of issuance 286
-------
Total Assets exchanged for Debentures 7,286
-------
Gross gain from extinguishment of debt 8,684
=======
FISCAL YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000
Crown had net income of $4,935,000 in 2002 compared with a net loss of
$3,148,000 in 2001 and $1,659,000 in 2000. As a result of the corporate
reorganization and Bankruptcy, described above, Crown recorded $8,684,000 as a
gain on discharge of convertible debt.
Total revenues were $206,000 in 2002 compared to $248,000 in 2001 and
compared to $6,401,000 in 2000. During 2000, Solitario, which was consolidated
with Crown through October 2000, completed a transaction with an affiliate of
Newmont and sold its interest in its Yanacocha property for $6 million and a
sliding scale net smelter return royalty that varies with the price of gold.
Crown recorded a gain on sale, on a consolidated basis, of $5,809,000 on that
sale, which accounted for the increase in revenues during 2000.
38
Royalty income was $112,000 in 2000. Royalty income was from Crown's
interest in the Lamefoot deposit at the Kettle River mine in Washington. The
Lamefoot deposit was mined out during the fourth quarter of 2000 and, in January
2001, Crown sold its interest in Judith Gold, which held the Lamefoot royalty to
Canyon Resources Corporation, for 200,000 shares of Canyon Resources Corporation
common stock. As a result, no future royalty income is expected. Crown recorded
a gain on sale of $200,000, which equaled the proceeds from the sale during
2001. On September 4, 2002, Crown sold its entire 30% interest in the Cord Ranch
properties to Royal Standard Minerals, Inc., the owner of the remaining 70% of
the Cord Ranch properties for one million shares of common shares of Royal
Standard Minerals. Crown recorded a gain on sale of $171,000, which equaled the
market value of the shares received on the date of sale, as Crown had no
carrying value for its interest in the Cord Ranch Properties.
Interest income was $35,000 in 2002 compared with $34,000 in 2001, and
$344,000 in 2000. Crown's average invested cash balances increased during 2002
compared to 2001, however, this increase was mitigated by a reduction in the
rate of interest paid on the money market funds and short-term investments in
which Crown invests its cash balances. The primary factors resulting in the
decrease in interest income between 2001 and 2000 are the deconsolidation of
Solitario and the payment of interest and other expenses entirely from cash
balances during 2001.
Exploration expense was $4,000 in 2002 compared to $5,000 in 2001 and
$903,000 in 2000 primarily as a result of the deconsolidation of Solitario as of
October 2000 and a reduction of Crown's exploration activities.
General and administrative expenses were $607,000 in 2002 compared to
$828,000 in 2001 and compared to $1,171,000 in 2000. The lower costs in 2002 are
the result of reduced administrative costs, particularly related to legal
expenses that were reduced from $348,000 in 2001 to $62,000 in 2002. The
increased 2001 legal expenses for general corporate matters related to the
default in 2001 on the Debentures and related restructuring negotiations.
Additionally, shareholder and public relations expenses were reduced from
$91,000 in 2001 to $75,000 in 2002 as Crown did not hold an annual meeting in
2002 due to the Bankruptcy. Travel and entertainment expenses were also reduced
from $26,000 in 2001 to $4,000 in 2002 as Crown's corporate focus was shifted to
the corporate reorganization. Offsetting these reductions from 2001 to 2002 was
a charge of $175,000 for compensation expense related to 2002 options grants
subject to variable plan accounting. Under variable plan accounting, any
increase in the intrinsic value of the option due to changes in the market value
of Crown's common stock are charged to compensation expense during the period of
service, (the vesting period) of the option. There were no charges to
compensation expense for variable plan accounting in 2001 or 2000. Certain
additional legal and accounting costs of $387,000 were incurred during 2002 as a
result of the Bankruptcy filing and are charged as reorganization costs. The
reduction in costs from 2000 to 2001 is primarily related to the deconsolidation
of Solitario at the end of 2000, which offset the increased legal expenses of
2001 discussed above.
Interest expense was $980,000 in 2002 compared to $1,046,000 in 2001 and
$971,000 in 2000. Interest expense decreased in 2002 as a result of the filing
of Bankruptcy and the confirmation of the Plan that resulted in no interest
expense on the Debentures from the date of the filing. In addition as part of
the Plan, Crown exchanged $6,000,000 in new notes for $15,000,000 of Debentures.
Interest expense increased during 2001 as a result of the issuance of $3,600,000
of Senior Notes in October 2001 and additional interest on the Debentures, which
accrued as a result of the default on the Debentures in August 2001. Included in
interest expense is amortization of warrant and beneficial conversion features
related to the Senior and Secured notes of $208,000 in 2002 and $12,000 in 2001
as well as amortization of deferred offering costs related to the Debentures of
$68,000 in 2001 and $102,000 in 2000.
Crown regularly performs evaluations of its assets to assess the
recoverability of its investments in these assets. All long-lived assets are
reviewed for impairment whenever events or circumstances change which indicate
the carrying amount of an asset may not be recoverable utilizing established
guidelines based upon estimated future net cash flows from the asset.
Write-downs relating to exploration properties amounted to $2,542,000 in 2000.
There were no mineral property write-downs in 2002 or 2001. Included in the
write-down for 2000 was the abandonment of the Cord Ranch lease property with a
charge to asset write-downs of $1.2 million. Additionally, Crown recorded an
asset write-down of $1.3 million for the impairment of its interest in the Pinon
Range and Dixie Creek prospects at Cord Ranch as well as the impairment of the
Kings Canyon property in Utah. The impairment of Crown's investment in these
properties is attributable to continued low gold prices and its inability to
complete acceptable joint ventures to explore and develop these properties.
In 2002, Crown recorded a gain of $8,684,000 on the discharge of
convertible debentures. There were no such gains in 2001 or 2000.
39
Minority interest in income of subsidiary was $2,141,000 in 2000. The
income from Solitario in 2000 was primarily due to Solitario's gain on sale of
the Yanacocha property of $5,809,000. Operations of Solitario were consolidated
with Crown prior to October 2000. Subsequent to October 2000, primarily as a
result of Solitario's acquisition of Altoro Gold Corp., the results of Solitario
are reflected under the equity method of accounting. Crown recorded $662,000
equity in loss from unconsolidated subsidiary in 2002 compared to $1,506,000 in
2001. Solitario recorded a reduced loss in 2002 compared to 2001 due to
reductions in exploration expense, general and administrative expenses,
management fees and asset write-downs during 2002 compared to 2001.
In 2002, Crown recorded tax expense of $1,308,000 related primarily to
the gain on discharge of convertible debentures. In 2001 and 2000, Crown
recorded no tax benefit because it had a full valuation allowable against its
deferred expenses.
LIQUIDITY AND CAPITAL RESOURCES
NINE MONTHS ENDED SEPTEMBER 30, 2003
Due to the nature of the mining business, the acquisition, exploration
and development of mineral properties require significant expenditures prior to
the commencement of production. Crown has in the past financed its activities
through the sale of debt and equity securities, joint venture arrangements
(including project financing) and the sale of interests in its properties. To
the extent necessary, Crown expects to continue to use similar financing
techniques. Crown's exploration and development activities and funding
opportunities, as well as those of its joint venture partners, may be materially
affected by gold price and mineral commodity levels and changes in those levels.
The market price of gold and mineral commodities is determined in world markets
and is affected by numerous factors, many of which are beyond Crown's control.
Net cash used in Crown's operating activities was $554,000 in the first
nine months of 2003 compared to $752,000 during the first nine months of 2002.
The use of cash included payment of $161,000 of accounts payable that were
reduced to $126,000 at September 30, 2003 from $287,000 at December 31, 2002.
The large accounts payable at the end of 2002 related to drilling activity on
the Buckhorn Mountain Project at the end of last year.
During the nine months ended September 30, 2003, Crown spent $709,000 for
net additions to mineral property for costs related to permitting and
maintenance costs at its Buckhorn Mountain Project compared to $180,000 in the
first nine months of 2002. Since Crown emerged from the Bankruptcy, its primary
focus has been and will continue to be toward the permitting of the Buckhorn
Mountain Project. See "--Buckhorn Mountain Project Permitting" below. Crown has
budgeted $1,575,000 for permitting and development expenditures in 2003 related
to the Buckhorn Mountain Project. These costs include infill drilling of the
deposit, certain baseline hydrologic studies, engineering and design work, an
updated feasibility study, and work on a supplemental draft environmental impact
statement. Additionally, Crown will pay certain maintenance and legal expenses
to maintain its interest in the Buckhorn Mountain Project. The development of
the Buckhorn Mountain Project through initial production is currently estimated
to be approximately $91 million (including $21 million in contingency). If the
transaction with Kinross does not close, Crown will require significant new
financial resources in order to develop the Buckhorn Mountain Project, which may
be in the form of a joint venture, project or debt finance, or issuance of
equity. There is no assurance Crown will be able to obtain the necessary
financial resources on acceptable terms, if at all.
Net cash provided from Crown's financing activities was $2,665,000 for
the first nine months of 2003 compared to $2,264,000 for the same period of
2002. Crown issued $2,705,000 in Subordinated B Notes on February 21, 2003.
During the third quarter of 2002 Crown received $3,284,000 from the proceeds of
the Escrowed Notes on the Effective Date, of which $1,000,000 was distributed
for the benefit of the Debenture holders.
Cash and cash equivalents amounted to $2,423,000 at September 30, 2003.
These funds are generally invested in short-term interest-bearing deposits and
securities.
FISCAL YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000
In October 2001, Crown issued $3,600,000 of 10% convertible secured
promissory notes due in October 2006 (the "Senior Notes"). The Senior Notes have
a five-year term and carry a 10% interest rate, payable quarterly in cash or
Crown common stock at the conversion prices of $0.35 and $0.2916 per share at
Crown's election. Originally, proceeds of $3,250,000 from the Senior Notes were
placed in escrow pending restructuring of the
40
Debentures (the specific Senior Notes related to the proceeds placed in escrow
are also referred to as "Escrowed Notes"). Solitario invested $650,000 in these
Escrowed Notes. The Escrowed Notes are convertible into shares of Crown common
stock at a conversion price of $0.35 per share, subject to adjustment. In
addition, the Escrowed Note holders have been issued a five-year warrant for
every share into which the Escrowed Notes are convertible, which warrant will be
exercisable into a Crown common share at $0.75 per share, subject to adjustment.
All funds in escrow were released on June 11, 2002. Solitario also invested in a
separate Senior Note, (referred to as the "Solitario Note") for the remaining
$350,000 of the Senior Notes. These funds were made immediately available to
Crown for general corporate purposes. The Solitario Note is convertible into
shares of Crown common stock at a conversion price of $0.2916 per share, subject
to adjustment. In addition, Solitario has been issued a five-year warrant to
acquire 1,200,000 shares of Crown common stock at $0.60 per share, subject to
adjustment. The terms of the Solitario Note and the related warrant are
otherwise identical to the terms of the Escrowed Notes and warrants. Crown used
$1,000,000 of the proceeds to pay the cash component of the Debenture
restructuring discussed in Corporate Reorganization above. Crown expects to use
the remaining proceeds to initiate permitting on its Buckhorn Mountain Project
in the state of Washington and for general corporate purposes. The Senior Notes
are secured by all of Crown's assets on a pari-passu basis with the Secured
Notes. The assets consist primarily of Crown's interest in the Buckhorn Mountain
Project and Crown's wholly-owned subsidiary, Crown Resource Corp. of Colorado,
whose assets consist primarily of a 38.7% as of December 9, 2003, equity
interest in Solitario.
Net cash used in operating activities was $676,000 in 2002 compared to
$1,163,000 in 2001 and $2,416,000 in 2000. The reduction in cash used during
2002 related to a reduced level of activity for exploration and development as a
result of the corporate reorganization as well as a reduction in interest
expense related to: (i) an overall reduction in debt through the corporate
reorganization; (ii) payment of interest in stock on the Senior, Secured and
Subordinated Notes and; (iii) no payments made for interest on the Debentures in
2002. During 2000, the inclusion of Solitario's operations prior to the
deconsolidation in October 2000 accounted for a significant portion of the cash
usage compared to 2001.
Net cash used in investing activities in 2002 was $635,000 compared to
$18,000 in 2001 and $1,787,000 in 2000. Crown began work to permit and develop
Crown's Buckhorn Mountain Project during 2002 upon the completion of the
corporate reorganization. These costs totaled $617,000 and included an in-fill
drilling program, engineering and design work, feasibility study update, and
permitting and monitoring costs. Most of the permitting and development work was
delayed from the time Crown terminated its joint venture with Newmont in July
2001 until the completion of Crown's corporate reorganization, which accounts
for the reduced cash use in 2001. The fluctuation during 2000 resulted from the
inclusion of Solitario's $5,600,000 proceeds from the Yanacocha sale, which was
offset by the elimination of Solitario's cash of $6,908,000 when Crown no longer
consolidated Solitario and accounted for its investment under the equity method.
Net cash provided by financing activities was $2,234,000 in 2002 compared
to $320,000 in 2001. There was no cash provided from financing activities during
2000. Proceeds of $350,000 from the Secured Note financing were delivered to
Crown in October 2001. The balance of the $3,600,000 Senior Notes financing of
$3,250,000, plus interest was delivered to Crown during 2002. Of this amount,
$1,000,000 was used to pay the cash portion of the exchange with holders of the
Debentures on the Effective Date of the Plan.
Crown has budgeted $1,575,000 for permitting and development expenditures
in 2003. These expenditures will be directed toward the permitting of the
Buckhorn Mountain Project. These costs include infill drilling the deposit,
certain baseline hydrologic studies, engineering and design work, an updated
feasibility study, and work on a Supplemental Draft Environmental Impact
Statement. Additionally, Crown will pay certain maintenance and legal expenses
to maintain Crown's interest in the Buckhorn Mountain Project. The development
of the Buckhorn Mountain Project through initial production is currently
estimated to be approximately $33 million. Crown will require significant new
financial resources in order to develop the Buckhorn Mountain Project, which may
be in the form of a joint venture, project or debt finance, or issuance of
equity. There is no assurance Crown will be able to obtain the necessary
financial resources on acceptable terms, if at all.
Future cash commitments at December 31, 2002, include the payment of: (i)
Senior, Secured and Subordinated Notes; (ii) long-term debt; (iii) unpatented
mining claim payments, and (iv) operating leases, as follows:
41
(in thousands) 2003 2004 2005 2006(1)(2) 2007 TOTAL
---- ---- ---- ---- ---- -----
Senior Notes $ - $ - $ - $ 3,600 $ - $ 3,600
Secured Notes - - - 2,000 - 2,000
Subordinated Notes - - - 4,000 - 4,000
Long-term debt 70 50 50 - - 170
Unpatented mining claim payments(3) 22 22 22 22 22 110
Operating leases 39 20 - - - 59
------- ------- ------- ------- ------- -------
Total commitments $ 131 $ 92 $ 72 $ 9,622 $ 22 $ 9,939
======= ======= ======= ======= ======= =======
-------------------------
(1) Crown's long-term debts include Senior Notes, Secured Notes, Subordinated
Notes and Subordinated B Notes (collectively "the Notes"), all due
October 2006. The Notes carry a 10% interest rate, payable quarterly.
Crown has agreed with Kinross to pay future interest in cash pending the
consummation of Kinross' acquisition of Crown. However, Crown cannot
assure that it will have the liquidity to pay these Notes upon maturity.
On October 31, 2003, and November 5, 2003, a total $839,331 of
Subordinated Notes were converted into 1,119,108 shares of common stock.
On November 5, 2003, the remaining $3,160,669 of Subordinated Notes were
automatically converted into 4,214,225 shares of common stock in
accordance with the provision of the Subordinated Notes whereby the
Subordinated Notes automatically convert into common stock if the price
of the common stock trades above 233% of the conversion price of $0.75,
or $1.75, for 20 consecutive days. The shares related to the automatic
conversion are deemed issued and outstanding as of the date of the
automatic conversion.
(2) On November 21, 2003, Crown announced that it had issued a redemption
notice for the redemption of $1,655,333 of its 10% Convertible Secured
Notes due 2006 (the "Secured Notes"). The redemption notice, which
represented all of its outstanding Secured Notes, specified that the
Secured Notes will be redeemed on December 31, 2003, for a redemption
price of $1,690,254, which includes $34,921 of interest through December
31, 2003. The Secured Notes may be converted into shares of Crown common
stock at any time prior to the close of business on December 30, 2003,
when the right of conversion will terminate. Crown expects that a
majority of the Secured Notes will elect to convert their Secured Notes.
If all of the $1,655,333 Secured Notes convert, Crown would issue
approximately 4,729,523 shares of common stock. As of December 9, 2003,
there were $645,333 of Secured Notes which had not been converted.
(3) Assumes continued payment of mining claim payments on existing mineral
properties.
Crown will need additional financial resources to pay the principal of
its Senior Notes when due in 2006. There can be no assurance that Crown will be
able to obtain the necessary financial resources.
Cash and cash equivalents amounted to $1,033,000 at December 31, 2002.
These funds are generally invested in short-term interest-bearing deposits and
securities, pending investment in current and future projects. Working capital
at December 31, 2002 was $825,000.
Additionally, uncertainties with respect to the timing of commercial
production at the Buckhorn Mountain Project, as well as the potential
fluctuation in gold prices, could have a material effect upon Crown's ability to
fund its operating activities in the long term. There is no assurance that such
funding will or can be secured on terms favorable to Crown, if at all.
NEW ACCOUNTING PRONOUNCEMENTS
In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity"
("SFAS No. 150") which clarifies the classification as liabilities for certain
financial instruments including equity shares that are mandatorily redeemable,
or a financial instrument other than equity shares that has an obligation to
repurchase the instrument with equity shares, including a conditional obligation
to settle the financial instrument with equity shares. SFAS No. 150 is effective
for financial instruments entered into after May 31, 2003. The adoption of this
statement, on July 1, 2003, has not had a material effect on Crown's
consolidated financial position or results of operations.
In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 149 "Amendment of Statement 133
on Derivative Instruments and Hedging Activities" ("SFAS No. 149") to provide
amend and clarify financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities. The changes in this statement improve financial reporting by
requiring that contracts with comparable characteristics be accounted for
similarly to achieve more consistent reporting of contracts as either derivative
or hybrid instruments. SFAS No. 149 has been adopted by Crown and will be
applied prospectively for contracts entered into or modified after June 30,
42
2003. The adoption of this statement has not had a material effect on Crown's
consolidated financial position or results of operations.
The Emerging Issues Task Force is in the process of forming a committee
to evaluate certain mining industry accounting issues, including issues arising
from the implementation of Statement of Financial Accounting Standards No. 141
and Statement of Financial Accounting Standards No. 142 to business combinations
within the mining industry and accounting for goodwill and other intangibles.
Although such committee has not yet been formed, and no formal agenda has been
set, the issues related to the business combinations within the mining industry
and accounting for goodwill and other intangibles may be addressed along with
the related question of whether mineral interests conveyed by leases represent
tangible or intangible assets and the amortization of such assets. While Crown
believes that its accounting for its mineral interests conveyed by leases is in
accordance with generally accepted accounting principles, Crown cannot predict
whether the deliberations of this committee will ultimately modify or otherwise
result in new accounting standards or interpretations thereof that differ from
its current practices.
CRITICAL ACCOUNTING POLICIES
Land and leasehold acquisition costs are capitalized in cost centers and
are depleted on the basis of the cost centers' economic reserves (estimated
recoverable, proven and probable reserves) using the units-of-production method.
If there are insufficient economic reserves to use as a basis for depleting such
costs, they are expensed as a mineral property write-off in the period in which
the determination is made.
Crown expenses all exploration costs incurred on properties other than
acquisition costs prior to the establishment of proven and probable reserves.
All exploration costs capitalized on properties with proven and probable
reserves are periodically evaluated to assess their recoverability as discussed
below.
Crown records the proceeds from the sale of property interests as a
reduction of the related property's capitalized cost. Proceeds that exceed the
capital cost of the property are recorded as revenue. When such proceeds are
associated with properties subject to a joint venture, they are recorded as
revenue in accordance with the terms of the joint venture and the transfer of
the property interest to the joint venture partner during the term of the joint
venture.
Crown regularly performs evaluations of its assets to assess the
recoverability of its investments in these assets. All long-lived assets are
reviewed for impairment whenever events or circumstances change which indicate
the carrying amount of an asset may not be recoverable utilizing established
guidelines based upon future net cash flows from the asset. There were no
mineral property write-downs in the first nine months of 2003 or 2002.
Crown's proven and probable reserves are based on extensive drilling,
sampling, mine modeling and metallurgical testing from which economic
feasibility has been determined. The price sensitivity of reserves depends upon
several factors including grade, waste-to-ore ratio, and ore type. The reserves
are estimated based on information available at the time the reserves are
calculated. Recovery rates vary depending on the metallurgical properties of
each deposit and the production process used. The reserve assumes the average
recovery rate for the deposit, which takes into account the processing methods
scheduled to be used. The cutoff grade, or lowest grade of mineralized material
considered economic to process, varies with material type, metallurgical
recoveries, and operating costs. Crown's proven and probable reserves are
estimates, and no assurance can be given that the indicated levels of recovery
of gold will be realized. Ounces of gold in the proven and probable reserves are
prior to any losses during metallurgical treatment. Reserve estimates may
require revision based on actual production experience. Market price
fluctuations of gold, as well as increased production costs or reduced recovery
rates, could render proven and probable reserves containing relatively lower
grades of mineralization uneconomic to exploit and might result in a reduction
of reserves. As discussed above, the ultimate recovery of Crown's mineral
reserves is dependent on obtaining necessary permits for the Buckhorn Mountain
Project.
43
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
As of September 30, 2003 Payment due by Period
--------------------------------------------------------------------------------------------------------------
Contractual Obligations(3) 2003 2004 2005 2006 2007 TOTAL
---- ---- ---- ---- ---- -----
Long-Term Debt(1)(2) $51,000 $ 98,000 $ - $12,305,000 $ - $12,454,000
Operating Lease 5,000 93,000 - - - 98,000
------- -------- -------- ----------- -------- -----------
Total $56,000 $191,000 $ - $12,305,000 $ - $12,552,000
-------------------------
(1) Crown's long-term debts include Senior Notes, Secured Notes, Subordinated
Notes and Subordinated B Notes (collectively "the Notes"), all due
October 2006. The Notes carry a 10% interest rate, payable quarterly.
Crown has agreed with Kinross to pay future interest in cash pending the
consummation of Kinross' acquisition of Crown. However, Crown cannot
assure that it will have the liquidity to pay these Notes upon maturity.
On October 31, 2003, and November 5, 2003, a total $839,331 of
Subordinated Notes were converted into 1,119,108 shares of common stock.
On November 5, 2003, the remaining $3,160,669 of Subordinated Notes and
$2,705,000 of Subordinated B Notes were automatically converted into
7,820,892 shares of common stock in accordance with the provision of the
Subordinated Notes and Subordinated B Notes whereby the Subordinated
Notes and Subordinated B Notes automatically convert into common stock if
the price of the common stock trades above 233% of the conversion price
of $0.75, or $1.75, for 20 consecutive days. The shares related to the
automatic conversion are deemed issued and outstanding as of the date of
the automatic conversion.
(2) On November 21, 2003, Crown announced that it had issued a redemption
notice for the redemption of $1,655,333 of its 10% Convertible Secured
Notes due 2006 (the "Secured Notes"). The redemption notice, which
represented all of its outstanding Secured Notes, specified that the
Secured Notes will be redeemed on December 31, 2003, for a redemption
price of $1,690,254, which includes $34,921 of interest through December
31, 2003. The Secured Notes may be converted into shares of Crown common
stock at any time prior to the close of business on December 30, 2003,
when the right of conversion will terminate. Crown expects that a
majority of the Secured Notes will elect to convert their Secured Notes.
If all of the $1,655,333 Secured Notes convert, Crown would issue
approximately 4,729,523 shares of common stock. As of December 9, 2003,
there were $645,333 of Secured Notes which had not been converted.
(3) On November 11, 2003, Crown entered into a toll milling agreement with a
subsidiary of Kinross whereby, among other things, Crown agreed to pay a
$5 million capital payment to Kinross in the month following the delivery
of Production Ores (as defined). The timing and ultimate payment of this
capital fee is dependent on the completion of permitting the Buckhorn
Mountain Project and other factors which cannot be predicted at this
time. See "Recent Developments" and "Buckhorn Mountain Project
Permitting."
Additionally, Crown estimates its annual assessment for 152 unpatented
claims at Buckhorn Mountain Project to be $15,200 per year.
The following table illustrates the potential dilution from the
conversion of the Senior and Secured Notes, options, and warrants as of November
28, 2003:
Senior
Outstanding Senior Solitario Secured Total
common stock Notes Note Notes(1) Warrants Options shares
Outstanding balance 17,191,433 $3,250,000 $350,000 $1,655,333 13,824,290 3,379,000
Conversion price n/a $0.35 $0.2916 0.35 N/a N/a
Fully diluted shares 17,191,433 9,285,714 1,200,000 4,729,524 13,824,290 3,379,000 49,609,961
Percentages 34.7% 18.7% 2.4% 9.5% 27.9% 6.8% 100%
-------------------------
(1) These notes have been called for redemption. See footnote (2), above.
Crown has budgeted approximately $1,575,000 for permitting costs at its
Buckhorn Mountain Project for 2003 of which $709,000 has been expended through
September 30, 2003. If the Kinross merger is not completed, Crown has estimated
the development of the Buckhorn Mountain Project may take up to $91 million
(including a $21 million contingency reserve). See "Business of Crown--Buckhorn
Mountain Project."
44
--------------------------------------------------------------------------------
DISCLOSURE ABOUT MARKET RISKS
--------------------------------------------------------------------------------
Crown is exposed to market risks associated with changes in interest
rates as it relates to its cash and short-term investments, and commodity price
risks for changes in the price of precious and base metals insofar as such
changes may affect the economic viability of its exploration and development
projects. Both the Senior Notes and the Debentures are not subject to market
risk because they have a fixed interest rate and a repayment amount payable
either in cash or common stock of Crown. Crown does not use financial or other
derivative instruments to manage market risk. A hypothetical change of one
percent in the interest rate earned on short-term investments during 2002 would
have resulted in an increase or decrease of less than $0.1 million in net
income. A change of 10% in the price of gold, silver or zinc would not have had
a material change in the assets, liabilities or net income of Crown.
As of November 28, 2003, there have been no material changes in the
market risks to which Crown is exposed as disclosed above.
--------------------------------------------------------------------------------
BUSINESS OF KINROSS
--------------------------------------------------------------------------------
OVERVIEW
Kinross is principally engaged in the exploration for and the
acquisition, development and operation of gold bearing properties in the
Americas and Russia. The principal product and source of cash flow of Kinross is
gold.
Kinross is the continuing corporation resulting from the May 1993
amalgamation under the OBCA of CMP Resources Ltd. ("CMP Resources"), Plexus
Resources Corporation ("Plexus Resources"), and 1021105 Ontario Corp
("1021105"). Kinross' registered and principal offices are located at Suite
5200, Scotia Plaza, 40 King Street West, Toronto, Ontario, M5H 3Y2. Kinross
operates under the OBCA.
Kinross' long-term financial objective is growth in cash flow and a
return to earnings per share through successful exploration, acquisitions and
development of existing and acquired properties. Mine operating plans focus on
maximizing the pre-tax cash flow return on investment over the life of the
business unit. Kinross' key performance measure is cash cost per unit of
production.
Kinross' operations and reserves are impacted by changes in metal prices.
Over the past three years, gold has averaged $287 per ounce and was $343 per
ounce on the last trading day of 2002. Subsequent to the end of 2002, gold has
traded above $400 per ounce. Kinross used a forecast of $300 per ounce as a
long-term price at the end of both 2002 and 2001 to estimate reserves and a
price of $325 to assess mining assets for impairment. Kinross used a forecast of
$300 per ounce in 2000 to estimate reserves and to assess for impairment.
In each of the past three years, write-downs of the carrying values of
certain mining assets were required. In 2002, Kinross recorded write-downs and
other non-cash charges of $7.7 million, mainly relating to increased reclamation
provisions triggered upon the closure of properties. In 2001, Kinross recorded
write-downs of $16.1 million, including $11.8 million relating to the Blanket
mine due to Kinross' inability to manage this operation because of political
turmoil creating extreme inflationary pressures within Zimbabwe, difficulty in
accessing foreign currency to pay for imported goods and services and civil
unrest. The balance of the write-down included additional reclamation accruals
for the DeLamar mine reclamation project of $4.3 million. In 2000, Kinross
recorded write-downs of $72.1 million, including $36.1 million relating to the
Refugio mine as a result of the decision to suspend operations in mid-2001 and
$36.0 million on various other non-core reclamation projects.
45
Kinross' pro forma share of proven and probable reserves as at December
31, 2002, was 13.2 million ounces (giving effect to the completion of the TVX
and Echo Bay Mines Ltd. ("Echo Bay") transaction as at that date). These
estimates have been calculated using industry standard methodology and the
appropriate cut-off grade assuming a long-term gold price of $300 per ounce.
Over the past several years, in response to weak gold prices, Kinross
took steps to preserve its cash balances and maintain its financial flexibility.
Exploration and business development expenditures were $11.6 million in 2002
compared to $7.9 million in 2001 and $11.4 million in 2000. Planned exploration
expenditures in 2003 are estimated at $20 million. In addition, capital
expenditures were $22.6 million in 2002 compared to $30.4 million in 2001 and
$41.6 million in 2000. The 2002 capital expenditures were primarily at the
Porcupine Joint Venture and at Fort Knox. Planned capital expenditures,
including the newly acquired mines held by TVX and Echo Bay, are estimated at
$74 million in 2003 and will be funded from cash flow from operating activities
and current cash reserves.
RECENT DEVELOPMENTS
On January 31, 2003, Kinross completed its combination with TVX and Echo
Bay. This combination was effected by way of a plan of arrangement under the
Canada Business Corporations Act. TVX amalgamated with a wholly-owned,
subsidiary of Kinross and each holder of TVX common shares received 2.1667 of
Kinross common share. Shareholders of Echo Bay, other than Kinross, received
0.1733 of a Kinross common shares for each Echo Bay common share. Kinross issued
177.8 million common shares with a fair value of $1,269.5 million with respect
to the combination with TVX and Echo Bay. The exchange ratios reflect the
one-for-three consolidation of Kinross common shares that was effective January
31, 2003, immediately prior to the combination. Kinross accounts for the
acquisitions of TVX and Echo Bay under the purchase method of accounting.
On February 27, 2003, Kinross entered into a credit facility with a
syndicate of financial institutions for the provision of a $125.0 million
revolving credit facility maturing December 31, 2005, to be used for the purpose
of replacing existing letters of credit outstanding under an existing secured
credit agreement and for additional letters of credit required for the TVX and
Echo Bay financial assurance requirements for mine closure with various
regulatory bodies. The credit facility is secured by first ranking security
interests in substantially all of Kinross' (and its subsidiaries) assets and
properties and also contains a number of financial and operating covenants. The
covenants include (but are not limited to) a leverage ratio of net debt to
operating cash flow, an interest coverage ratio of operating cash flow to
interest expense, minimum unencumbered cash balances, and minimum proven and
probable reserves.
On June 20, 2003, TVX Newmont Americas, a subsidiary of Kinross and Rio
Tinto Brasil entered into an amended operation and management agreement in
complete resolution of a prior dispute between TVX Newmont Americas and Rio
Tinto Brasil. All litigation in connection with the settlement has been
terminated.
On August 13, 2003, as a result of the high cash costs and continued
operating losses experienced at the Lupin mine during the first six months of
ownership by Kinross, Kinross decided to suspend operations at the mine. During
the period of suspension, Kinross will review all options with respect to the
future of the mine.
In August 2003, Kinross received notice that local taxation authorities
in Russia are seeking a reassessment of the tax paid on Kinross' Russian
operations in the approximate amount of $8.5 million, which includes penalties
and interest. The notice challenges certain deductions taken by Kinross and tax
concessions relating to tax returns filed by Kinross in prior years. Kinross
believes its interpretation of the tax regulations is correct and has lodged a
complaint with the Regional Tax Inspection and the Federal Ministry of Taxation.
In addition, Kinross has filed claims in the Magadan Arbitrage Court refuting
the findings of the local taxation authorities. Kinross will continue to oppose
this reassessment vigorously.
On August 28, 2003, Kinross issued 23.0 million common shares for gross
proceeds of CDN $213 million. The net proceeds of the offering were used to
redeem Kinross' outstanding 5.5% convertible unsecured subordinated debentures.
The principal amount of the convertible debentures was CDN $195.6 million. The
convertible debentures were redeemed on September 29, 2003.
46
On October 24, 2003, Kinross sold its entire ownership in common shares
of Minefinders Corporation, Ltd. for net proceeds of CDN $43.6 million. Kinross
also sold its entire holdings in common shares of Endeavour Mining Capital
Corporation on November 5, 2003, for net proceeds of CDN $6.8 million.
On November 24, 2003, Kinross announced that it had issued 6,726,734
Kinross common shares upon the exercise of warrants of Echo Bay, which expired
on November 14, 2003, for net proceeds of $34.9 million. Kinross had assumed the
obligations under the Echo Bay warrants as a result of its business combination
with Echo Bay.
On December 4, 2003, Kinross and Bema Gold Corporation ("Bema") announced
that their respective boards of directors have approved the recommencement of
gold operations at the Refugio heap leach mine located near Copiapo, Chile. The
project is expected to begin producing gold from the expanded operations in the
fourth quarter of 2004. Compania Minera Maricunga ("CMM") owns the Refugio mine
and is owned 50% by Kinross, as operator, and 50% by Bema. The Refugio mine had
been placed on care and maintenance in May 2001 due to low gold prices and
produced declining amounts of gold from residual leaching of existing heaps
since that time. During the past year, a 56,000 meter drill program was
successful in expanding reserves to justify a greater than 25% expansion of
daily throughput compared to historic production levels. Initially, the Verde
pits are scheduled to produce 40,000 tons of ore per day, which will be crushed
and placed on the leach pads. Subsequently, the new Pancho pit, expected to be
mined at 35,000 tons of ore per day, will extend the mine-life to approximately
ten years at an assumed gold price of $350 per ounce. Life-of-mine annual gold
production is expected to range from 230,000 to 260,000 ounces on a 100% basis,
at total cash costs averaging approximately $225 per ounce. At $350 per ounce,
the proven and probable resources attributable to Kinross' interest are
estimated at 62 million tonnes at a grade of 0.86 grams per tonne for 1.7
million ounces of gold.
Kinross is also preparing to restart the Kettle River mill in
mid-December 2003, as mining of the Emanuel Creek deposit commenced in November.
Approximately 15,000 tons of ore, grading approximately 0.30 ounces of gold per
ton, that has been delivered to the mill from the Emanuel Creek zone at the K2
mine.
Since February 2003, Kinross has explored various avenues by which it
might dispose of the Hellenic Gold Properties, including working with the Greek
government and potential investors to determine whether the Stratoni mine, which
was shut down in January 2003, could be reopened under a revised ownership
structure in which Kinross might hold a minority interest. On December 10, 2003,
the Greek government unilaterally terminated the contract pursuant to which
Kinross' two subsidiaries, TVX and TVX Hellas S.A., held title to the Hellenic
Gold Properties, and invited them to enter into a settlement agreement. A
settlement agreement was then executed on December 12, 2003, pursuant to which
the Greek government agreed to pay 11 million euros to TVX Hellas and mutual
releases from all claims were given by each party to the other. The settlement
agreement is subject to approval by the Greek Parliament, which has not yet been
obtained. TVX Hellas has agreed to augment the 11 million euros to be received,
with an additional 11 million euros, and to contribute such amounts in full
satisfaction of all labor and trade liabilities of TVX Hellas.
HISTORY
Following Kinross' amalgamation in May 1993 with CMP Resources, Plexus
Resources and 1021105, Kinross and Falconbridge Amalco Inc. ("Falconbridge
Amalco"), a corporation that was formed upon the amalgamation of Falconbridge
Gold Corporation and FGC Acquisition Inc., amalgamated on December 31, 1993, by
way of arrangement.
On June 1, 1998, a wholly-owned subsidiary of Kinross merged (the "Kinam
Merger") with Kinam Gold Inc. ("Kinam"), formerly Amax Gold Inc. (unless
otherwise indicated herein, the term "Kinam" means Kinam and its subsidiaries).
Concurrent with the Kinam Merger, Cyprus Amax Minerals Company ("Cyprus Amax")
contributed $135.0 million to Kinross in exchange for 11.7 million Kinross
common shares and 2.9 million common share purchase warrants (the "Amax
Recapitalization") and 12.7 million Kinross common shares were issued pursuant
to a public offering (the "Amax Equity Financing"). As a result of the Kinam
Merger, the Amax Recapitalization and the Amax Equity Financing, Kinross issued
55 million common shares, representing approximately 56.4% of the common shares
outstanding after the Kinam Merger, in addition to the common share purchase
warrants to acquire 2.9 million Kinross common shares issued to Cyprus Amax,
which subsequently expired unexercised. The purchase price of the Kinam Merger
was $337.9 million. Kinam owned various mining properties including the Fort
Knox
47
mine near Fairbanks, Alaska, a 50% interest in the Refugio mine in Chile and a
50% interest in the Kubaka mine located in the Russian Far East.
Kinross filed articles of amalgamation on December 29, 2000, in
connection with the amalgamation of Kinross with La Teko Resources Inc.
In 2001, Kinross embarked on a strategy to reduce long-term debt and the
costs associated with the outstanding convertible preferred shares of Kinam (the
"Kinam Preferred Shares"). The benefit to future consolidated results was a
reduction of interest expense, a reduced accrual of the dividends on the Kinam
Preferred Shares and lower non-cash charges such as depreciation, depletion and
amortization due to a negative purchase price discrepancy resulting from the
transaction being applied to the carrying value of property, plant and equipment
since the Kinam Preferred Shares were trading at a discount to their carrying
value for financial reporting purposes. During 2001, Kinross repaid $46.5
million of long-term debt and acquired 945,400 Kinam Preferred Shares with a
carrying value of $48.9 million in exchange for 8.1 million Kinross common
shares valued at $23.2 million. The $25.7 million difference in value associated
with this transaction was applied against the carrying value of certain
property, plant and equipment.
Kinross completed an equity offering in February 2002, pursuant to which
7.7 million Kinross common shares were issued for net proceeds of $18.5 million.
The majority of funds raised were used for a $16.00 per share cash tender offer
for the Kinam Preferred Shares. 670,722 Kinam Preferred Shares were tendered
having a book value of $36.6 million and were purchased by Kinross for $10.7
million ($11.4 million including costs of the tender offer). The $25.2 million
difference in value associated with this transaction was applied against the
carrying value of a portion of Kinam's property, plant and equipment.
On June 10, 2002, Kinross, TVX, and Echo Bay entered into a combination
agreement, for the purpose of combining the ownership of their respective
businesses. The combination was effected by way of a plan of arrangement under
the Canada Business Corporations Act on January 31, 2003.
Also on June 10, 2002, TVX and a subsidiary of TVX entered into
agreements with a subsidiary of Newmont pursuant to which TVX acquired Newmont's
50% non-controlling interest in the TVX Newmont Americas joint venture ("TVX
Newmont J/V") for an aggregate purchase price of $180.0 million.
On July 1, 2002, Kinross entered into an agreement with a wholly owned
subsidiary of Placer Dome Inc. ("Placer Dome"), Placer Dome (CLA) Limited
("Placer CLA"), to form a joint venture that combined the two companies'
respective gold mining operations in the Porcupine district in Ontario, Canada
(the "Porcupine Joint Venture"). Placer CLA owns a 51% interest and Kinross owns
a 49% interest in the Porcupine Joint Venture, which is operated by a Placer CLA
affiliate. Placer CLA contributed the Dome mine and mill and Kinross contributed
the Hoyle Pond, Pamour and Nighthawk Lake mines as well as the Bell Creek mill.
Capital and operating costs are shared in proportion to each party's ownership
interest.
On December 5, 2002, Kinross completed a public offering and issued 16.7
million Kinross common shares and 25.0 million common shares purchase warrants
for total proceeds of CDN $93.1 million. Three common share purchase warrants
can be exercised on or before December 5, 2007, for one Kinross common share at
an exercise price of CDN $15.00.
48
SUBSIDIARIES AND MANAGEMENT STRUCTURE
Each of Kinross' operations is a separate business unit managed by its
general manager, who in turn reports to the Chief Operating Officer. Exploration
activities outside the operating mine sites, corporate financing, tax planning,
additional technical support services, hedging and acquisition strategies are
managed centrally. Kinross' risk management programs are subject to overview by
its Audit Committee and the Board of Directors.
A significant portion of Kinross' business is carried on through
subsidiaries. A chart showing the names of the significant subsidiaries of
Kinross and their respective jurisdictions of incorporation is set out below.
All subsidiaries are 100% owned unless otherwise noted. Unless otherwise
indicated herein, the term "Kinross" includes, collectively, all of the
subsidiaries of Kinross.
ORGANIZATION CHART
[GRAPHIC DEPICTION OF KINROSS CORPORATE ORGANIZATION]
49
OPERATIONS
Kinross is principally engaged in the exploration for, and acquisition,
development and operation of, gold-bearing properties. The material properties
of Kinross are as follows:
PROPERTY
--------
PROPERTY LOCATION OWNERSHIP
-------- -------- ---------
Fort Knox Mine(1)................. Fairbanks, Alaska, United States 100%(2)
Porcupine Joint Venture(3)........ Timmins, Ontario, Canada 49%
Kubaka Mine(4).................... Magadan Oblast 98.1%(5)
far east Russia
La Coipa(6)....................... Chile 50%
Crixas(7)......................... Brazil 50%
Brasilia(8)....................... Brazil 49%
Musselwhite(9).................... Ontario, Canada 32%
Round Mountain(10)................ Nevada, United States 50%
-------------------------
(1) The True North property is subject to various net smelter return
royalties, ranging from 3.5% to 5%. The Ryan Lode project is subject to
various net smelter return royalties ranging from 3% to 5% and annual
rental payments of $150,000.
(2) Kinross holds a 100% interest in the properties forming part of the Fort
Knox mine except for the Gil property in which Kinross holds an 80%
interest.
(3) The Porcupine Joint Venture was formed pursuant to an agreement with
Placer CLA dated July 1, 2002. It owns and operates interests in two
mining properties: the Hoyle Pond mine and the Dome mine. The Hoyle Pond
mine is subject to two tonnage based royalties for which $0.1 million was
expensed in 2002. A 2% net smelter royalty is payable on production from
the Preston, Paymaster and Vedron properties.
(4) The Kubaka mine is subject to royalty and production based taxes which
amounted to 6.7% in 2002.
(5) As of March 26, 2003, Kinross increased its interest in the Kubaka Mine
to 98.1% from 54.7%. All historical productive and mineral reserve and
resources information contained herein are based on Kinross' 54.7%
interest as of December 31, 2002.
(6) No royalties are applicable on gold and silver produced but an annual
preferred dividend of $1.8 million is payable.
(7) The Crixas mine is subject to a mining tax of 1% or net sales and a
profits tax of 3% of net sales.
(8) The Brasilia mine is subject to a royalty 0.33% of net sales, a mining
tax of 1% of net sales and a profits tax of 3% of net sales.
(9) The Musselwhite mine is subject to a 5% net profits royalty and a 3.75%
net profits royalty. $0.2 million was paid as an advance on these
royalties in 2002.
(10) The Round Mountain mine is subject to a net smelter returns royalty
ranging from 3.53% to 6.35%. During 2002, this royalty averaged 3.5%.
Production is also subject to a gross revenue royalty of 3.0%.
In addition, Kinross holds a 100% interest in the Blanket mine, situated
in Zimbabwe, Africa, a 100% interest in the Kettle River mine in Washington,
United States, a 100% interest in the Lupin mine in Nunavut Territory, Canada, a
50% interest in the New Britannia mine in Manitoba, Canada, and other mining
properties in various stages of exploration, development, reclamation, and
closure.
50
OPERATIONS
Kinross' share of production in 2002 was derived from the mines in Canada
(21%), the United States (47%), Russia (25%), South America (1%), and Africa
(5%).
[MAP DEPICTING WORLDWIDE LOCATION OF KINROSS MINES]
GOLD EQUIVALENT PRODUCTION (OUNCES)
The following table summarizes production by Kinross in the last three
years and the nine months ended September 30, 2003:
YEARS ENDED DECEMBER 31,
------------------------------------------
NINE
MONTHS
ENDED
SEPTEMBER
30, 2003 2002 2001 2000
-------- ---- ---- ----
Attributable gold equivalent production - ounces........... 1,240,884 888,643 944,803 943,798
Gold sales - ounces (excluding equity accounted ounces).... 1,176,573 848,513 907,149 897,428
Included in attributable gold equivalent production is silver production
converted into gold production using a ratio of the average spot market prices
of gold and silver for the three comparative years. The ratios were 67.24:1 in
2002, 62.00:1 in 2001 and 56.33:1 in 2000 and 74.6:1 for the nine months ended
September 30, 2003.
51
KINROSS
All production data is presented on a 100% basis with the exception of
gold equivalent production, which represents Kinross' proportionate share.
Kinross' share of production in 2002 was derived from mines in Canada
(21%), the United States (47%), Russia (25%), South America (1%), and Africa
(5%).
The following table sets forth Kinross' gold equivalent production for
each of its operating assets in the last three years and for the nine months
ended September 30, 2003:
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
------------- -----------------------------------------
2003 2002 2002 2001 2000
---- ---- ---- ---- ----
PRIMARY OPERATIONS:..........................
Fort Knox.................................... 291,157 296,162 410,519 411,221 362,959
Round Mountain(1)(4)......................... 277,838 - - - -
Porcupine Joint Venture(2)................... 165,323 135,887 189,464 156,581 140,441
Kubaka(3).................................... 120,770 173,847 220,972 237,162 244,641
Brasilia(1)(5)............................... 66,242 - - - -
La Coipa(1)(4)............................... 99,667 - - - -
Crixas(1)(4)................................. 63,923 - - - -
Musselwhite(1)(6)............................ 46,157 - - - -
New Britannia(1)(4).......................... 25,060 - - - -
Lupin(1)..................................... 56,008 - - - -
--------- ------- ------- ------- -------
Sub total................................. 1,212,145 605,896 820,955 804,964 748,041
--------- ------- ------- ------- -------
OTHER OPERATIONS:
Refugio...................................... - 8,902 13,047 67,211 85,184
Blanket...................................... 27,009 31,783 41,612 39,592 34,571
Denton-Rawhide(7)............................ 1,730 8,957 11,162 17,713 29,361
Andacollo(7)................................. - 1,858 1,858 11,718 21,030
Hayden Hill.................................. - - - 1,887 9,582
Guanaco...................................... - - - 1,718 16,029
--------- ------- ------- ------- -------
Sub total.................................. 28,739 51,500 67,679 139,839 195,757
--------- ------- ------- ------- -------
Total...................................... 1,240,884 657,396 888,634 944,803 943,798
========= ======= ======= ======= =======
-------------------------
(1) Production data is for the eight months from February to September, 2003.
(2) 2003 production reflects Kinross' 49% ownership interest in the Porcupine
Joint Venture. 2002 production reflects Kinross' 100% ownership interest
in the Hoyle Pond mine to June 30, 2002, and the 49% interest in the
Porcupine Joint Venture thereafter.
(3) Represents Kinross' 54.7% ownership interest to February 28, 2003, 100%
thereafter.
(4) Represents Kinross' 50% ownership interest.
(5) Represents Kinross' 49% ownership interest.
(6) Represents Kinross' 32% ownership interest.
(7) Includes proportionate share of Denton-Rawhide and Andacollo production,
attributable to the ownership interest in Pacific Rim (formerly Dayton).
52
TVX
The following table sets forth TVX's gold equivalent production for each
of its operating assets in the last three years:
YEARS ENDED DECEMBER 31,
--------------------------------------------
2002 2001 2000
---- ---- ----
La Coipa(1)....................................................... 149,284 155,915 174,706
Crixas(1)......................................................... 93,660 96,157 96,400
Brasilia(1)....................................................... 110,035 91,588 112,104
New Britannia(1).................................................. 53,745 57,264 52,756
Musselwhite(1).................................................... 66,879 74,577 78,284
------- ------- -------
Total........................................................... 473,603 475,501 514,250
======= ======= =======
-------------------------
(1) Includes Newmont's 50% share of the TVX Newmont J/V.
ECHO BAY
The following table sets forth Echo Bay's gold equivalent production for
each of its operating assets in the last three years:
YEARS ENDED DECEMBER 31,
--------------------------------------------
2002 2001 2000
---- ---- ----
GOLD PRODUCTION
Round Mountain.................................................... 377,747 373,475 320,064
Lupin............................................................. 113,835 139,327 117,729
Kettle River...................................................... 30,626 50,349 94,086
McCoy/Cove(1)..................................................... 16,501 94,633 162,784
------- ------- -------
Total Gold Production........................................... 538,709 657,784 694,663
======= ======= =======
SILVER PRODUCTION
McCoy/Cove 1,470,094 6,451,425 12,328,297
--------- --------- ----------
Gold Equivalent ounces (McCoy/Cove)(2) 22,617 104,561 221,334
------- ------- -------
Total Gold Equivalent Production 561,326 762,345 915,997
======= ======= =======
-------------------------
(1) The McCoy/Cove complex was conveyed to a subsidiary of Newmont, effective
February 7, 2003, and was therefore not part of the assets acquired and
liabilities assumed of Echo Bay pursuant to the combination.
(2) McCoy/Cove completed running and processing activities on March 31, 2002.
The average silver to gold ratio was 52.96:1 in 2002 compared to 61.70:1
in 2001 and 55.70:1 in 2000. This ratio was used in computing equivalent
ounces for the purposes of computing cash costs per ounce.
53
CALCULATION OF CASH COSTS, PRODUCTION COSTS AND REALIZED REVENUE AND
RECONCILIATION TO THE STATEMENT OF OPERATIONS
Total cash costs, production costs and realized revenue are furnished
to provide additional information and are non-GAAP measures. These measures
should not be considered in isolation as a substitute for measures of
performance prepared in accordance with generally accepted accounting principles
and are not necessarily indicative of operating profit or cost from operations
as determined under generally accepted accounting principles.
KINROSS
YEARS ENDED DECEMBER 31,
-----------------------------------------
NINE
MONTHS
ENDED
SEPTEMBER
30, 2003 2002 2001 2000
-------- ---- ---- ----
(IN MILLIONS EXCEPT UNIT COSTS)
CASH COSTS
Operating expense per financial statements.................. $ 301.4 $ 174.8 $ 180.7 $ 189.6
Operating costs for non-consolidated production............. 7.5 13.4 7.4 9.4
Operating costs for E-Crete................................. (1.8) (3.2) (2.6) (1.3)
Site restoration cost accruals.............................. (6.1) (3.0) (1.9) (2.7)
Care, maintenance, severance and other...................... (14.0) (1.2) (2.6) (4.1)
Change in bullion inventory................................. (7.3) (2.0) 1.5 --
---------- --------- ---------- ---------
Total cash costs of production................................ $ 279.7 $ 178.8 $ 182.5 $ 190.9
========== ========== ========== =========
Gold ounces produced........................................ 1,240,884 888,643 944,803 943,798
Total cash costs per equivalent ounce of gold................. $ 225 $ 201 $ 193 $ 202
REALIZED REVENUE
Mining revenue per financial statement...................... 428.6 261.0 270.1 271.0
Silver revenue.............................................. (16.0) (1.4) (1.3) (3.2)
---------- ---------- ---------- ---------
$ 412.6 $ 259.6 $ 268.8 $ 267.8
========== ========== ========== =========
Gold ounces sold............................................ 1,176,573 848,513 907,149 897,428
Total realized revenue per ounce.............................. $ 351 $ 306 $ 296 $ 298
54
TVX
YEARS ENDED DECEMBER 31,
----------------------------------------------
2002 2001 2000
---- ---- ----
(IN MILLIONS EXCEPT UNIT COSTS)
CASH COSTS
Cost of sales per financial statements.......................... $ 121.3 $ 108.1 $ 106.8
Stratoni cost of sales.......................................... (34.6) (22.5) (16.0)
---------- ----------- ----------
Total cash costs of production.................................... $ 86.7 $ 85.6 $ 90.8
========== =========== ==========
Gold equivalent ounces sold(1).................................... 475,753 474,890 508,744
Total cash costs per equivalent ounce of gold..................... $ 182 $ 180 $ 178
REALIZED REVENUE
Mining revenue per financial statement.......................... 184.8 158.3 170.0
Stratoni revenue................................................ (31.0) (24.2) (16.2)
---------- ----------- ----------
$ 153.8 $ 134.1 $ 153.8
========== =========== ==========
Gold equivalent ounces sold....................................... 475,753 474,890 508,744
Total realized revenue per ounce.................................. $ 323 $ 282 $ 302
(1) Includes Newmont's 50% share of the TVX Newmont J/V.
ECHO BAY
YEARS ENDED DECEMBER 31,
----------------------------------------------
2002 2001 2000
---- ---- ----
(IN MILLIONS EXCEPT UNIT COSTS)
CASH COSTS
Operating costs per financial statements........................ $ 128.1 $ 175.3 $ 173.4
Royalties per financial statements.............................. 7.8 7.6 8.0
Production taxes per financial statements....................... 1.2 0.2 2.5
Change in bullion inventory..................................... (3.9) (5.5) 3.5
---------- ----------- ----------
Total cash costs of production.................................... $ 133.2 $ 177.6 $ 187.4
========== =========== ==========
Gold equivalent production - ounces .............................. 566,466 762,345 915,997
Total cash costs per equivalent ounce of gold..................... $ 237 $ 233 $ 204
REALIZED REVENUE
Mining revenue per financial statement.......................... 206.5 237.7 281.0
Silver revenue.................................................. (9.2) (34.1) (65.2)
---------- ----------- ----------
$ 197.3 $ 203.6 $ 215.8
========== =========== ==========
Gold ounces sold.................................................. 547,024 667,015 676,439
Total realized revenue per ounce.................................. $ 361 $ 305 $ 319
The above non-GAAP measures have been calculated on a consistent basis in
each period. For reasons of comparability, cash costs, production costs and
realized revenue do not include certain items such as property write-downs which
do not occur in all periods but are included under GAAP in the determination of
net earnings or loss.
Total cash costs and production costs are calculated in accordance with
"The Gold Industry Production Cost Standard." Cash costs, production costs and
realized revenue may not be comparable to similarly titled measures of other
companies.
55
Total cash costs, production costs and realized revenue are used by
management to assess profitability and cash flow of individual operations as
well as to compare with other precious metal producers.
SEGMENTED INFORMATION
KINROSS
REPORTABLE OPERATING SEGMENTS
-------------------------------------------------------------
CORPORATE
HOYLE/ AND
PORCUPINE KUBAKA FORT KNOX BLANKET REFUGIO E-CRETE OTHER TOTAL
--------- -------- --------- ------- ------- ------- ---------- -----------
FOR THE YEAR ENDED DECEMBER 31, 2002:
Total cash costs(1):
Operating expense per financial statements $ 38.6 $ 28.6 $ 99.2 $ -- $ 3.9 $ 3.2 $ 1.3 $ 174.8
Operating costs for non-consolidated
production.............................. -- -- -- 10.1 -- -- 3.3 13.4
Site restoration costs.................... (1.5) (0.8) (1.0) -- -- -- -- (3.3)
Change in bullion inventory............... 1.5 (0.1) (2.9) -- (0.5) -- -- (2.0)
Management fees........................... -- 1.6 -- -- 0.1 -- -- 1.7
Operating costs not related to gold
production.............................. (0.6) -- -- -- (1.1) (3.2) (0.9) (5.8)
--------- -------- --------- ------- -------- ------ --------- ----------
Total cash costs of production.............. $ 38.0 $ $29.3 $ 95.3 $ 10.1 $ 2.4 $ -- $ 3.7 $ 178.8
========= ======== ========= ======= ======== ====== ========= ==========
Equivalent gold ounces produced............. 189,464 220,972 410,519 41,612 13,047 -- 13,020 888,634
========= ======== ========= ======= ======== ====== ========= ==========
Total cash costs per ounce.................. 201 133 232 243 186 -- 284 201
FOR THE YEAR ENDED DECEMBER 31, 2001
Total cash costs(1):
Operating expense per financial statements $ 29.1 $ 34.1 $ 82.9 $ 11.2 $ 17.4 $ 2.6 $ 3.4 $ 180.7
Operating costs for non-consolidated
production.............................. -- -- -- -- -- -- 7.4 7.4
Site restoration costs.................... (0.2) (0.4) (1.2) (0.1) -- -- -- (1.9)
Change in bullion inventory............... 0.7 (1.6) 3.3 -- (0.9) -- -- 1.5
Management fees........................... -- 2.5 -- -- 0.2 -- -- 2.7
Operating costs not related to gold
production.............................. (1.1) (1.5) -- -- (0.3) (2.6) (2.4) (7.9)
--------- -------- --------- ------- -------- ------ --------- ----------
Total cash costs of production.............. $ 28.5 $ 33.1 $ 85.0 $ 11.1 $ 16.4 $ -- $ 8.4 $ 182.5
========= ======== ========= ======= ======== ====== ========= ==========
Equivalent gold ounces produced............. 156,581 237,162 411,221 39,592 67,211 -- 33,036 944,803
========= ======== ========= ======= ======== ====== ========= ==========
Total cash costs per ounce.................. $ 182 $ 140 $ 207 $ 279 $ 242 $ -- $ 263 $ 193
FOR THE YEAR ENDED DECEMBER 31, 2000
Total cash costs(1):
Operating expense per financial statements $ 33.6 $ 33.7 $ 74.8 $ 8.4 $ 26.4 $ 1.3 $ 11.3 $ 189.5
Operating costs for non-consolidated
production.............................. -- -- -- -- -- -- 9.4 9.4
Site restoration costs.................... (0.1) (0.8) (1.3) (0.1) (0.4) -- -- (2.7)
Management fees........................... -- 1.1 -- -- 0.4 -- -- 1.5
Operating costs not related to gold
production............................. (4.2) -- -- -- (0.8) (1.3) (0.6) (6.9)
--------- -------- --------- ------- -------- ------ --------- ----------
Total cash costs of production.............. $ 29.3 $ 34.0 $ 73.5 $ 8.3 $ 25.6 $ -- $ 20.1 $ 190.8
========= ======== ========= ======= ======== ====== ========= ==========
Equivalent gold ounces produced............. 140,441 244,641 362,959 34,571 85,184 -- 76,002 943,798
========= ======== ========= ======= ======== ====== ========= ==========
Total cash costs per ounce.................. $ 209 $ 139 $ 203 $ 236 $ 300 $ -- $ 263 $ 202
-------------------------
(1) The item total cash costs is furnished to provide additional information
and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in
accordance with generally accepted accounting principles and is not
necessarily indicative of operating profit or cost from operations as
determined under generally accepted accounting principles. There are no
differences computing operating costs under U.S. GAAP. Therefore, total
cash costs per ounce computed in accordance with U.S. GAAP are unchanged
from the Canadian GAAP amounts.
56
TVX
REPORTABLE OPERATING SEGMENTS
--------------------------------------------------------------
MUSSEL- NEW
LA COIPA BRASILIA CRIXAS WHITE BRITANNIA STRATONI TOTAL
--------- --------- --------- -------- --------- --------- ---------
FOR THE YEAR ENDED DECEMBER 31, 2002:
Total cash costs(1):
Cost of sales per financial statements.... $ 33.7 $ 18.1 $ 8.4 $ 15.5 $ 11.1 $ 34.6 $ 121.4
Cost of sales not related to gold production -- -- -- -- -- (34.6) (34.6)
--------- --------- --------- -------- -------- --------- ---------
Total cash costs of production.............. $ 33.7 $ 18.1 $ 8.4 $ 15.5 $ 11.1 $ -- $ 86.8
========= ========= ========= ======== ======== ========= =========
Equivalent gold ounces sold................. 148,481 108,326 96,071 67,926 54,949 $ -- 475,753
========= ========= ========= ======== ======== ========= =========
Total cash costs per ounce.................. $ 226 $ 167 $ 88 $ 228 $ 202 $ -- $ 182
FOR THE YEAR ENDED DECEMBER 31, 2001
Total cash costs(1):
Cost of sales per financial statements.... $ 32.1 $ 18.0 $ 10.8 $ 14.3 $ 10.5 $ 22.5 $ 108.2
Cost of sales not related to gold production -- -- -- -- -- (22.5) (22.5)
--------- --------- --------- -------- -------- --------- ---------
Total cash costs of production.............. $ 32.1 $ 18.0 $ 10.8 $ 14.3 $ 10.5 $ -- $ 85.7
========= ========= ========= ======== ======== ========= =========
Equivalent gold ounces sold................. 152,709 93,774 97,876 74,219 56,312 $ -- 474,890
========= ========= ========= ======== ======== ========= =========
Total cash costs per ounce.................. $ 210 $ 191 $ 110 $ 192 $ 187 $ -- $ 180
FOR THE YEAR ENDED DECEMBER 31, 2000
Total cash costs(1):
Cost of sales per financial statements.... $ 37.3 $ 19.4 $ 10.6 $ 12.5 $ 11.0 $ 16.0 $ 106.8
Cost of sales not related to gold production -- -- -- -- -- (16.0) (16.0)
--------- --------- --------- -------- -------- --------- ---------
Total cash costs of production.............. $ 37.3 $ 19.4 $ 10.6 $ 12.5 $ 11.0 $ -- $ 90.8
========= ========= ========= ======== ======== ========= =========
Equivalent gold ounces sold................. 176,375 108,406 94,550 77,747 51,666 -- 508,744
========= ========= ========= ======== ======== ========= =========
Total cash costs per ounce.................. $ 211 $ 179 $ 112 $ 161 $ 213 $ -- $ 178
-------------------------
(1) The item total cash costs is furnished to provide additional information
and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in
accordance with generally accepted accounting principles and is not
necessarily indicative of operating profit or cost from operations as
determined under generally accepted accounting principles. There are no
differences computing operating costs under U.S. GAAP. Therefore, total
cash costs per ounce computed in accordance with U.S. GAAP are unchanged
from the Canadian GAAP amounts.
57
ECHO BAY
REPORTABLE OPERATING SEGMENTS
-----------------------------------------------------------------
ROUND KETTLE MCCOY/
MOUNTAIN LUPIN RIVER COVE TOTAL
---------- --------- --------- ---------- ---------
FOR THE YEAR ENDED DECEMBER 31, 2002:
Total cash costs(1):
Operating costs per financial statements.. $ 68.3 $ 37.2 $ 9.2 $ 13.5 $ 128.2
Royalties per financial statements........ 7.6 -- 0.1 -- 7.7
Production taxes per financial statements. 1.5 -- 0.1 (0.4) 1.2
Change in bullion inventory............... 1.0 0.4 (0.7) (4.6) (3.9)
--------- --------- --------- ---------- ---------
Total cash costs of production.............. $ 78.4 $ 37.6 $ 8.7 $ 8.5 $ 133.2
========= ========= ========= ========== =========
Equivalent gold ounces produced............. 377,747 113,835 30,626 39,118 561,326
========= ========= ========= ========== =========
Total cash costs per ounce.................. $ 207 $ 330 $ 283 $ 214 $ 237
FOR THE YEAR ENDED DECEMBER 31, 2001:
Total cash costs(1):
Operating costs per financial statements.. $ 72.0 $ 34.7 $ 15.6 $ 53.0 $ 175.3
Royalties per financial statements........ 6.9 -- 0.5 0.2 7.6
Production taxes per financial statements. 0.7 -- 0.1 (0.6) 0.2
Change in bullion inventory............... (1.2) (0.5) (1.0) (2.8) (5.5)
--------- --------- --------- ---------- ---------
Total cash costs of production.............. $ 78.4 $ 34.2 $ 15.2 $ 49.8 $ 177.6
========= ========= ========= ========== =========
Equivalent gold ounces produced............. 373,475 139,327 50,349 199,194 762,345
========= ========= ========= ========== =========
Total cash costs per ounce.................. $ 210 $ 246 $ 299 $ 250 $ 233
FOR THE YEAR ENDED DECEMBER 31, 2000:
Total cash costs(1):
Operating costs per financial statements.. $ 60.5 $ 22.9 $ 20.1 $ 69.9 $ 173.4
Royalties per financial statements........ 5.6 -- 1.2 1.3 8.1
Production taxes per financial statements. 0.3 -- 0.1 2.1 2.5
Change in bullion inventory............... 2.1 2.2 0.3 (1.2) 3.4
--------- --------- --------- ---------- ---------
Total cash costs of production.............. $ 68.5 $ 25.1 $ 21.7 $ 72.1 $ 187.4
========= ========= ========= ========== =========
Equivalent gold ounces produced............. 320,064 117,729 94,086 384,118 915,997
========= ========= ========= ========== =========
Total cash costs per ounce.................. $ 213 $ 213 $ 232 $ 187 $ 204
-------------------------
(1) The item total cash costs is furnished to provide additional information
and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in
accordance with generally accepted accounting principles and is not
necessarily indicative of operating profit or cost from operations as
determined under generally accepted accounting principles. There are no
differences computing operating costs under U.S. GAAP. Therefore, total
cash costs per ounce computed in accordance with U.S. GAAP are unchanged
from the Canadian GAAP amounts.
58
MARKETING
Gold is a metal that is traded on world markets, with benchmark prices
generally based on the London market (London fix). Gold has two principal uses:
product fabrication and bullion investment. Fabricated gold has a wide variety
of end uses, including jewelry manufacture (the largest fabrication component),
electronics, dentistry, industrial and decorative uses, medals, medallions, and
official coins. Gold bullion is held primarily as a store of value and a
safeguard against the collapse of paper assets denominated in fiat currencies.
Kinross sells all of its refined gold to banks, bullion dealers, and refiners.
Kinross' sales to major customers that exceeded 10% of total sales were $190.6
million to five customers during 2002 and $148.6 million to four customers in
2001. Due to the size of the bullion market and the above ground inventory of
bullion, activities by Kinross will generally not influence gold prices. Kinross
believes that the loss of any of these customers would have no material adverse
impact on Kinross because of the active worldwide market for gold.
The following table sets forth for the years indicated the high and low
London Bullion Market afternoon fixing prices for gold:
YEAR HIGH LOW
---- ---- ---
1998 $313.15 $273.40
1999 $325.50 $252.80
2000 $312.70 $263.80
2001 $293.25 $255.95
2002 $349.30 $277.75
2003(1) $410.00 $319.90
-------------------------
(1) Information presented through December 9, 2003.
59
MINERAL RESERVES AND MINERAL RESOURCES
The following tables set forth Kinross' estimated mineral reserves and
mineral resources for each of its properties which contain mineral reserves:
MINERAL RESERVE AND RESOURCE STATEMENT
PROVEN AND PROBABLE MINERAL RESERVES(1,3,4,5,6)
KINROSS GOLD CORPORATION'S PRO-FORMA SHARE AT DECEMBER 31, 2002
----------------------------------------------------------------------------------------------------------------------------------
PROPERTY LOCATION OPERATOR KINROSS PROVEN PROBABLE PROVEN AND PROBABLE
INTEREST TONNES GRADE OUNCES TONNES GRADE OUNCES TONNES GRADE OUNCES
(%) (,000) (G/T) (000S) (,000) (G/T) (000S) (,000) (G/T) (000S)
----------------------------------------------------------------------------------------------------------------------------------
GOLD
Fort Knox USA Kinross 100.0 56,938 0.84 1,531 33,758 0.77 841 90,696 0.81 2,372
True North Kinross 100.0 1,476 0.84 40 4,986 1.66 266 6,462 1.47 306
Ryan Lode Kinross 100.0 - - - - - - - - -
Gil Kinross 80.0 - - - - - - - - -
Fort Knox and area USA Kinross 100.0 58,414 0.84 1,571 38,744 0.89 1,107 97,158 0.86 2,678
Hoyle Pond Canada Placer CLA 49.0 161 12.94 67 274 12.49 110 435 12.66 177
Pamour (Pit) Canada Placer CLA 49.0 2,476 1.42 113 15,222 1.38 674 17,698 1.38 787
Dome Canada Placer CLA 49.0 5,358 1.03 177 5,359 2.00 344 10,717 1.51 521
Owl Creek (Pit) Canada Placer CLA 49.0 - - - - - - - - -
Other PJV Canada Placer CLA 49.0 - - - - - - - - -
Porcupine JV(8,16) Canada Placer CLA 49.0 7,995 1.39 357 20,855 1.68 1,128 28,850 1.60 1,485
Kubaka Stockpile Russia Kinross 54.7 887 3.79 108 - - - 887 3.79 108
Kubaka UG Russia Kinross 54.7 33 22.62 24 33 22.62 24 66 22.62 48
Birkachan OP Russia Kinross 54.7 - - - - - - - - -
Kubaka Russia Kinross 54.7 920 4.46 132 33 22.62 24 953 5.09 156
Blanket Zimbabwe Kinross 100.0 1,054 3.25 110 1,083 4.31 150 2,137 3.78 260
Vubachikwe tailings Zimbabwe Kinross 100.0 - - - 545 1.14 20 545 1.14 20
Blanket Zimbabwe Kinross 100.0 1,054 3.25 110 1,628 3.25 170 2,682 3.25 280
Refugio Chile Kinross 50.0 11,275 0.96 347 12,280 0.91 359 23,555 0.93 706
----------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 79,658 0.98 2,517 73,540 1.18 2,788 153,198 1.08 5,305
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Brasilia(14) Brazil Rio Tinto Zinc 49.0 156,457 0.43 2,163 24,402 0.43 337 180,859 0.43 2,500
Round Mountain USA Kinross 50.0 42,893 0.59 815 44,247 0.75 1,060 87,140 0.67 1,875
Musselwhite(16) Canada Placer Dome 32.0 2,804 5.67 511 1,008 4.81 156 3,812 5.44 667
La Coipa(16) Chile Placer Dome 50.0 14,037 1.15 518 3,766 1.05 127 17,803 1.13 645
Crixas(15) Brazil Anglogold 50.0 1,392 7.64 342 526 8.04 136 1,918 7.75 478
Lupin Mine Canada Kinross 100.0 765 8.09 199 440 9.40 133 1,205 8.57 332
New Britannia Canada Kinross 50.0 131 4.75 20 953 4.50 138 1,084 4.53 158
Aquarius(12) Canada Kinross 100.0 - - - 15,900 2.33 1,189 15,900 2.33 1,189
Kettle River USA Kinross 100.0 17 7.32 4 - - - 17 7.32 4
----------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 218,496 0.65 4,572 91,242 1.12 3,276 309,738 0.79 7,848
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
TOTAL GOLD 298,154 0.74 7,089 164,782 1.14 6,064 462,936 0.88 13,153
----------------------------------------------------------------------------------------------------------------------------------
SILVER
----------------------------------------------------------------------------------------------------------------------------------
Kubaka Stockpile Russia Kinross 54.7 887 10.59 302 - - - 887 10.6 302
Kubaka UG Russia Kinross 54.7 33 23.56 25 33 23.56 25 66 23.6 50
----------------------------------------------------------------------------------------------------------------------------------
Kubaka Russia Kinross 54.7 920 11.1 327 33 23.6 25 953 11.5 352
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
La Coipa(16) Chile Placer Dome 50.0 14,037 58.3 26,295 3,766 47.4 5,743 17,803 56.0 32,038
----------------------------------------------------------------------------------------------------------------------------------
TOTAL SILVER 14,957 55.4 26,622 3,799 47.2 5,768 18,756 53.7 32,390
----------------------------------------------------------------------------------------------------------------------------------
60
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF
MEASURED AND INDICATED RESOURCES
THIS SECTION USES THE TERMS "MEASURED" AND "INDICATED" RESOURCES. UNITED
STATES INVESTORS ARE ADVISED THAT WHILE THOSE TERMS ARE RECOGNIZED AND REQUIRED
BY CANADIAN REGULATIONS, THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
DOES NOT RECOGNIZE THEM. UNITED STATES INVESTORS ARE CAUTIONED NOT TO ASSUME
THAT ALL OR ANY PART OF MINERAL DEPOSITS IN THESE CATEGORIES WILL EVER BE
CONVERTED INTO PROVEN AND PROBABLE RESERVES.
MINERAL RESERVE AND RESOURCE STATEMENT
MEASURED AND INDICATED MINERAL RESOURCES (EXCLUDES PROVEN AND PROBABLE RESERVES)(2,3,5,6,7)
KINROSS GOLD CORPORATION'S PRO-FORMA SHARE AT DECEMBER 31, 2002
PROPERTY LOCATION OPERATOR KINROSS MEASURED INDICATED MEASURED AND INDICATED
INTEREST TONNES GRADE TONNES GRADE TONNES GRADE
(%) (,000) (G/T) (,000) (G/T) (,000) (G/T)
-------------------------------------------------------------------------------------------------------------------------
GOLD
Fort Knox USA Kinross 100.0 3,879 0.81 11,345 0.65 15,224 0.69
True North USA Kinross 100.0 - - 823 1.38 823 1.38
Ryan Lode USA Kinross 100.0 - - 3,027 2.37 3,027 2.37
Gil USA Kinross 80.0 - - 2,593 1.28 2,593 1.28
Fort Knox and
area(10) USA Kinross 100.0 3,879 0.81 17,788 1.07 21,667 1.02
Hoyle Pond Canada Placer CLA 49.0 21 8.89 38 6.55 59 7.38
Pamour (Pit) Canada Placer CLA 49.0 87 0.72 1,136 1.07 1,223 1.04
Dome Canada Placer CLA 49.0 - - 4,525 1.72 4,525 1.72
Owl Creek (Pit) Canada Placer CLA 49.0 480 2.66 542 2.30 1,022 2.47
Other PJV Canada Placer CLA 49.0 - - - - - -
Porcupine JV(8,9,16) Canada Placer CLA 49.0 588 2.59 6,241 1.68 6,829 1.76
Kubaka Stockpile Russia Kinross 54.7 - - - - - -
Kubaka UG Russia Kinross 54.7 - - - - - -
Birkachan OP Russia Kinross 54.7 166 11.05 - - 166 11.05
Kubaka(11) Russia Kinross 54.7 166 11.05 - - 166 11.05
Blanket Mine Zimbabwe Kinross 100.0 - - 571 4.36 571 4.36
Vubachikwe tailings Zimbabwe Kinross 100.0 - - 121 1.29 121 1.29
Blanket Zimbabwe Kinross 100.0 - - 692 3.82 692 3.82
Refugio(13) Chile Kinross 50.0 4,575 0.75 21,810 0.75 26,385 0.75
George Lake Canada Kinross 100.0 - - 1,825 11.81 1,825 11.81
Goose Lake Canada Kinross 100.0 - - 1,185 11.31 1,185 11.31
George-Goose Lake(12) Canada Kinross 100.0 - - 3,010 11.61 3,010 11.61
Selene Australia Kinross 100.0 - - 802 2.17 802 2.17
Mt. Henry Australia Kinross 100.0 - - 1,141 2.34 1,141 2.34
North Scotia Australia Kinross 100.0 - - 207 6.46 207 6.46
Norseman(12) Australia Kinross 100.0 - - 2,150 2.68 2,150 2.68
Delamar USA Kinross 100.0 610 0.61 1,863 1.90 2,473 1.58
-------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 9,818 1.05 53,554 1.73 63,372 1.63
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Brasilia(13,14) Brazil Rio Tinto 49.0 14,700 0.46 69,580 0.38 84,280 0.39
Round Mountain USA Kinross 50.0 795 0.63 5,506 0.68 6,301 0.68
Musselwhite(16) Canada Placer Dome 32.0 1,049 6.26 771 6.41 1,820 6.32
La Coipa(16) Chile Placer Dome 50.0 260 0.48 149 0.63 409 0.53
Crixas(15) Brazil Anglogold 50.0 - - - - - -
Lupin Mine(13) Canada Kinross 100.0 - - - - - -
New Britannia Canada Kinross 50.0 25 3.73 766 4.79 791 4.76
Aquarius(12,13) Canada Kinross 100.0 - - - - - -
Kettle River(13) USA Kinross 100.0 - - 22 5.66 22 5.66
Gurupi(12) Brazil Kinross 100.0 - - 60,385 1.39 60,385 1.39
-------------------------------------------------------------------------------------------------------------------------
61
PROPERTY LOCATION OPERATOR KINROSS MEASURED INDICATED MEASURED AND INDICATED
INTEREST TONNES GRADE TONNES GRADE TONNES GRADE
(%) (,000) (G/T) (,000) (G/T) (,000) (G/T)
-------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 16,829 0.83 137,179 0.90 154,008 0.89
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
TOTAL GOLD 26,647 0.91 190,733 1.13 217,380 1.11
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
SILVER
-------------------------------------------------------------------------------------------------------------------------
Kubaka Stockpile Russia Kinross 54.7 - - - - - -
Kubaka UG Russia Kinross 54.7 - - - - - -
Birkachan OP Russia Kinross 54.7 166 25.5 - - 166 25.5
-------------------------------------------------------------------------------------------------------------------------
Kubaka(11) Russia Kinross 54.7 166 25.5 - - 166 25.5
Delamar USA Kinross 100.0 610 64.8 1,863 39.2 2,473 45.5
-------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 776 56.4 1,863 39.2 2,639 44.2
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
La Coipa(16) Chile Placer Dome 50.0 260 35.1 149 29.9 409 33.2
-------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 260 35.1 149 29.9 409 33.2
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
TOTAL SILVER 1,036 51.0 2,012 38.5 3,048 42.7
-------------------------------------------------------------------------------------------------------------------------
-------------------------
(1) Unless otherwise noted, Kinross' reserves are estimated using appropriate
cut-off grades derived from an assumed gold price of $300 per ounce, and
a silver price of $4.75 per ounce. Reserves are estimated using current
and/or projected process recoveries, operating costs and mine plans that
are unique to each property and include actual and/or assumed allowances
for dilution and mining recovery.
(2) Unless otherwise noted, Kinross' resources are estimated using
appropriate cut-off grades derived from an assumed gold price of $325 per
ounce and a silver price of $4.75 per ounce.
(3) Kinross' reserves and resources as at December 31, 2002, are classified
in accordance with the Canadian Institute of Mining Metallurgy and
Petroleum's "CIM Standards on Mineral Resources and Reserves, Definition
and Guidelines" as per Canadian Securities Administrator's National
Instrument 43-101 ("NI 43-101") requirements.
(4) The mineral reserves presented herein comply with the reserve categories
of Industry Guide 7 promulgated by the United States Securities and
Exchange Commission.
(5) Individuals supervising, preparing and otherwise responsible for Kinross'
reserve and resource estimates presented in this disclosure are listed in
a separate table and meet the definition of a "qualified person" as
described by NI 43-101.
(6) Kinross' normal data verification procedures have been used in
collecting, compiling, interpreting and processing the data used to
estimate reserves and resources. Independent data verification has not
been performed.
(7) Resources, unlike reserves, do not have demonstrated economic viability.
(8) Includes the undeveloped Pamour deposit which is subject to permitting
from Canadian authorities. The permits necessary to commence mining of
the mineral reserves contained in the existing Pamour pit, referred to as
the phase one mine plan, have been maintained in good standing and
require administrative reactivation. Additional permits are required to
mine south of the existing Pamour pit, which is outside the phase one
mine plan. There is a high level of assurance that the project will
receive all required permits for development.
(9) Includes mineral resources from the undeveloped Owl Creek deposit, which
is subject to permitting from Canadian authorities.
(10) Includes mineral resources from the undeveloped Gil and Ryan Lode
deposits in the Fort Knox area. Kinross holds a 100% interest in the
properties forming the Fort Knox area except for the Gil property in
which Kinross holds an 80% interest.
(11) Includes mineral resources from the undeveloped Birkachan deposit, which
is subject to permitting from Russian authorities.
(12) Undeveloped property, development assumes successful permitting allowing
mining operations to be conducted.
(13) Resources estimated using an assumed gold price of $300 per ounce.
(14) Operated by Rio Tinto plc.
(15) Operated by AngloGold Ltd.
(16) Operated by Placer Dome Inc.
62
MINERAL RESERVES AND RESOURCES
RECOVERY AND CUT-OFF GRADE ASSUMPTIONS
---------------------------------------------------------------------
Property Average Average
Process Gold Cut-off
Recovery (%) Grade(s) (g/t)
------------------------------------------
GOLD
---------------------------------------------------------------------
Fort Knox 85.6 0.48
---------------------------------------------------------------------
True North 85.0 0.68
---------------------------------------------------------------------
Ryan Lode 85.0 1.19
---------------------------------------------------------------------
Gil 86.0 0.50
---------------------------------------------------------------------
Round Mountain 16 to 85 0.21 to 0.34
---------------------------------------------------------------------
Hoyle Pond 88.0 7.52
---------------------------------------------------------------------
Dome UG 91.6-92.8 3.8 - 8.3
---------------------------------------------------------------------
Dome pit 88.0 0.70
---------------------------------------------------------------------
Pamour (OP) 84.0 0.96
---------------------------------------------------------------------
Owl Creek (OP) 82.0 0.72
---------------------------------------------------------------------
Aquarius 95.0 0.60
---------------------------------------------------------------------
Musselwhite 95.0 3.25 - 4.00
---------------------------------------------------------------------
Lupin 93.0 5.5 to 8.3 g/t
---------------------------------------------------------------------
New Britannia 93.8 3.26
---------------------------------------------------------------------
Kettle River 83.5 5.31
---------------------------------------------------------------------
Goldbanks 79.8 0.21
---------------------------------------------------------------------
George Lake 92.0 7.00
---------------------------------------------------------------------
Goose Lake 92.0 7.00
---------------------------------------------------------------------
Delamar 91.0 1.27 g/t Au EQ
---------------------------------------------------------------------
Brasilia 79.14 0.30
---------------------------------------------------------------------
La Coipa 80.4 0.45 - 0.92
---------------------------------------------------------------------
Refugio 67.2 0.48
---------------------------------------------------------------------
Crixas 92-95 3.07 to 7.33
---------------------------------------------------------------------
Gurupi 86.5-93.5 0.25 - 0.50
---------------------------------------------------------------------
Kubaka stockpiles 97.5 2.45
---------------------------------------------------------------------
Birkachan OP 97.5 2.97
---------------------------------------------------------------------
Kubaka ug 97.5 8.13
---------------------------------------------------------------------
Kubaka 97.5 2.66 - 8.82
---------------------------------------------------------------------
Blanket 87.0 3.30
---------------------------------------------------------------------
Blanket tailings 57.0 0.00
---------------------------------------------------------------------
Norseman Mt Henry 85-90 1.25-1.32
---------------------------------------------------------------------
Norseman Selene 85.0 1.16
---------------------------------------------------------------------
Norseman N Scotia 95.0 0.92
---------------------------------------------------------------------
SILVER
---------------------------------------------------------------------
Delamar 78.0 1.27 g/t Au EQ
---------------------------------------------------------------------
La Coipa 59.2 28.0 - 58.4
---------------------------------------------------------------------
63
RESERVE DRILL SPACING
---------------------------------------------------------
Property Proven Probable
(m) (m)
---------------------------------------------------------
Fort Knox 36.6 48.8
---------------------------------------------------------
True North N/A 30.5
---------------------------------------------------------
Hoyle Pond 7.6 15.2
---------------------------------------------------------
Pamour N/A 7.6
---------------------------------------------------------
Dome 24.4 48.8
---------------------------------------------------------
Kubaka 6.1 6.1
---------------------------------------------------------
Refugio 7.6 7.6
---------------------------------------------------------
Brasilia 100.0 150.0
---------------------------------------------------------
Round Mountain 15.2 30.5
---------------------------------------------------------
Musselwhite 50.0 50.0
---------------------------------------------------------
La Coipa 25.0 50.0
---------------------------------------------------------
Crixas 25.0 50.0
---------------------------------------------------------
Lupin Mine 4.5 22.9
---------------------------------------------------------
New Britania 15.2 61.0
---------------------------------------------------------
Aquarius 25.0 25.0
---------------------------------------------------------
Kettle River 22.9 22.9
---------------------------------------------------------
Reserve reconciliation is shown in the following table:
KINROSS SHARE
-------------------------------------------------------------------------------
Property Reserve (oz) Production Other increase Reserve (oz)
December 31 Depletion (oz) (decrease) in December 31
2001 2002 reserves (oz) 2002
GOLD (000'S OZS)
Fort Knox 2,367 (276) 281 2,372
True North 491 (140) (45) 306
Ryan Lode 225 - (225) -
Gil - - - -
-------------------------------------------------------------------------------
Fort Knox and area 3,083 (489) 84 2,678
Hoyle Pond 407 (169) (61) 177
Pamour (Pit) 753 - 34 787
Dome - (75) 596 521
Owl Creek (Pit) - - - -
Other PJV - - - -
Porcupine JV 1,160 (207) 532 1,485
Kubaka Stockpile 78 (18) 48 108
Kubaka 272 (229) (43) -
Kubaka UG - - 48 48
Birkachan OP - - - -
Kubaka 350 (226) 32 156
Blanket 276 (27) 11 260
Vubachikwe tailings 53 (15) (18) 20
Brasilia 2,491 (140) 149 2,500
Round Mountain 2,244 (590) 220 1,874
Musselwhite 733 (70) 4 667
La Coipa 800 (119) (36) 645
Crixas 499 (98) 77 478
Lupin Mine 350 (123) 105 332
New Britannia 180 (57) 35 158
SILVER (000'S OZS)
-------------------------------------------------------------------------------
Kubaka 500 (375) 226 351
La Coipa 38,190 (6,100) (52) 32,038
-------------------------------------------------------------------------------
64
MINERAL RESERVES AND RESOURCES
QUALIFIED PERSONS
----------------------------------------------------------------------------------------------------------------------------------
Property Primary Company Qualification Secondary Company Qualification
QP QP
----------------------------------------------------------------------------------------------------------------------------------
Fort Knox T. Wilton Kinross Pgeo V. Miller Kinross PE
Round Mountain F. Fenne Echo Bay Pgeo R. Bullis Echo Bay P Geo
Porcupine JV A. Still Placer CLA Pgeo J. Monaghan Placer CLA Chief Engineer
Musselwhite A. Cheatle Placer Dome Chief Geo R. Usher Placer Dome Chief Engineer
Brasilia M.A. Barelochi Rio Tinto Geologist CREA F.B. Marques Rio Tinto Geologist CREA
Chief Engineer
La Coipa J. Ochoa Placer Dome AusIMM M. Rubio Placer Dome Geologist AusIMM
Crixas W. Yamaoka AngloGold Geologist AusIMM M G de Simoni AngloGold Engineer AusIMM
Kubaka R. Falletta Kinross PE S. Anderson Kinross Mine Engineer
Principal Mining
----------------------------------------------------------------------------------------------------------------------------------
MATERIAL PROPERTIES
FORT KNOX MINE AND AREA, ALASKA
Kinross is the owner of the Fort Knox mine located in Fairbanks North
Star Borough, Alaska. The Fort Knox mine includes the main Fort Knox open pit
mine, mill, and tailings storage facility, the True North open pit mine, which
commenced production in 2001, the Ryan Lode project and an 80% ownership
interest in the Gil property that is subject to a joint venture agreement with
Teryl Resources Corp ("Teryl"). Kinross' ownership interest in the Fort Knox
mine was acquired as a result of the Kinam Merger on June 1, 1998. The Fort Knox
property has been pledged as security against the syndicated credit facility
which supports, INTER ALIA, $25.0 million of industrial revenue bonds
outstanding as at December 31, 2002.
A report entitled "Technical Report on the Fort Knox and True North
Deposits, Fairbanks North Star Borough, Alaska USA" dated April 4, 2003 (the
"Fort Knox Report"), has been prepared for Kinross by Victor J. Miller, P.E.,
senior planning engineer, and Dean T. Wilton, P.G., technical services manager,
both of Fairbanks Gold Mining, Inc., a subsidiary of Kinross. The following
summaries of the Fort Knox deposit and True North deposit have been prepared
from the Fort Knox Report and, in some cases, are extracts from the Fort Knox
Report.
PROPERTY DESCRIPTION AND LOCATION
FORT KNOX OPEN PIT
The Fort Knox open pit mine, mill and mineral claims cover approximately
20,463 hectares located 40 kilometers northeast of the City of Fairbanks,
Alaska. Kinross owns 1,168 State of Alaska mining claims covering an area of
approximately 19,962 hectares, an additional 501 hectares of mineral rights
comprised of an Upland Mineral Lease issued by the State of Alaska, a Millsite
Lease, and one unpatented federal lode mining claim. The Upland Mineral Lease
expires in 2014 and may be renewed for a period not to exceed 55 years. Mineral
reserves at the Fort Knox mine are situated on 505 hectares of land that are
covered by a State of Alaska Millsite Lease that expires in 2014, and may be
renewed for a period not to exceed 55 years.
65
The State of Alaska Millsite Lease carries a 3% production royalty, based
on net income and recovery of the initial capital investment. Mineral production
from State mining claims is subject to a Mine License Tax, following a
three-year grace period after production commences. The license tax ranges from
3% to 7% of taxable income. There has been no production from State claims
situated outside the boundaries of the Millsite Lease at the Fort Knox mine. The
unpatented federal lode claim is owned by Kinross and is not currently subject
to any royalty provisions. There were no royalties paid in 2002 or 2001.
All requisite permits have been obtained for mining and continued
development of the Fort Knox open pit mine and are in good standing. Kinross is
in compliance with the Fort Knox permits in all material respects.
TRUE NORTH OPEN PIT
The True North open pit mine mineral claims cover approximately 3,804
hectares, located 43 kilometers northeast of the City of Fairbanks, Alaska.
Kinross owns 104 State of Alaska mining claims, covering 1,619 hectares which
are subject to a State production royalty tax of 3%. Mineral reserves are
situated on two groups of State claims that Kinross has leased from private
individuals. Mineral production to date has been from one of the leased claim
blocks. Mineral leases have been executed with third parties for an additional
138 State mining claims that cover approximately 2,185 hectares. Leased claims
are subject to net smelter return royalties ranging from 3.5% to 5%. Kinross
paid royalties of $0.6 million in 2002 and $0.2 million in 2001.
All requisite permits have been obtained for mining of the True North
open pit mine which consists of the Hindenburg, Shepard, Zeppelin, Central and
East Pit zones. These permits are in good standing. Kinross is currently in
compliance with the True North permits in all material respects.
RYAN LODE PROJECT
The Ryan Lode project mineral claims cover approximately 500 hectares
located 10 kilometers west of the City of Fairbanks, Alaska. The claim block
consists of 50 State of Alaska mining claims, ten patented federal mining claims
and five unpatented federal mining claims, which are either leased from third
parties or owned by Kinross. All production from the State of Alaska mining
claims is subject to the State of Alaska Mine License Tax following a three-year
tax grace period after production commences. The State of Alaska Mine License
tax is graduated from 3% to 7% of taxable income. In addition to the State of
Alaska Mine License Tax, the leased claims are subject to net smelter royalties
of 5%, and annual rental payments of $150,000. The annual rental payments are
not deductible when computing the net smelter return royalties. Kinross paid
$150,000 of annual rental payments in each of 2002 and 2001.
GIL PROPERTY
The Gil property mineral claims cover approximately 2,700 hectares
located contiguous to the Fort Knox claim block. The claim block consists of 167
State of Alaska mining claims and is subject to a joint venture agreement
between Kinross and Teryl. Kinross' ownership interest in the Gil claim block is
80%. All production from the State of Alaska mining claims is subject to the
State of Alaska Mine License Tax following a three-year tax grace period after
production commences. The State of Alaska Mine License tax is graduated from 3%
to 7% of taxable income. Kinross continues to actively explore the Gil claims.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
The Fort Knox mine is situated in close proximity to the City of
Fairbanks, which is a major population, service and supply center for the
interior region of Alaska. Services, supplies, fuel and electricity are
available in Fairbanks in ample quantities to support the local and regional
needs, along with the mining and processing operations of Kinross.
66
Access to the Fort Knox mine from Fairbanks, Alaska is by 34 kilometers
of paved highway and eight kilometers of unpaved road. The True North mine is
located 18 kilometers west of the Fort Knox property and is accessible by an
unpaved road. The Ryan Lode project is located 65 kilometers from the Fort Knox
property and is accessible by 54 kilometers of paved road and 11 kilometers of
unpaved roads. The area has a sub-arctic climate, with long cold winters and
short summers. Winter low temperatures drop to the range of -40 to -55 degrees
Fahrenheit, while in the summer, highs may occasionally exceed 90 degrees
Fahrenheit. The annual rainfall in Fairbanks is approximately 30 centimeters.
The area topography consists of rounded ridges with gentle side slopes.
Vegetation includes spruce, birch and willow trees and various shrubs, grasses
and mosses. The elevation ranges from 1,000 to 1,600 meters.
The Fort Knox milling operation obtains its process water from a fresh
water reservoir located within the permitted property area. The tailings storage
area on site has adequate capacity for the remaining mine life of the Fort Knox
and the True North mines. Power is provided to the mine by Golden Valley
Electric Association's power grid serving the area over a distribution line paid
for by Kinross.
HISTORY
An Italian prospector named Felix Pedro discovered gold in the Fairbanks
mining district in 1902. Between 1902 and 1993 more than 8.0 million ounces of
predominately placer gold were mined in the district. In 1984 a geologist
discovered visible gold in granitic hosted quartz veins on the Fort Knox
property. Between 1987 and 1991, a number of companies conducted extensive
exploration work on the Fort Knox, True North and Gil properties. In 1991, Kinam
entered into a joint venture agreement with Teryl to explore the Gil property.
In 1992, Kinam acquired ownership of the Fort Knox property. Construction of the
Fort Knox mine and mill operations began in 1995 and were completed in 1997.
Commercial production at Fort Knox was achieved on March 1, 1997. Construction
of the mine was completed at a capital cost of approximately $373 million, which
included approximately $28 million of capitalized interest. After acquiring
ownership of the True North property in 1999, Kinross completed pre-production
capital expenditures, primarily permitting and the building of a haulage road to
the Fort Knox mill. Commercial production at True North was achieved on April 1,
2001. Pre-production capital expenditures for True North were approximately
$29.6 million.
GEOLOGY AND MINERALIZATION
Kinross' mining and exploration properties are located within the
Fairbanks mining district, a southwest - northeast trending belt of lode and
placer gold deposits that comprise one of the largest gold producing areas in
the state of Alaska.
The Fairbanks district is situated in the northwestern part of the Yukon
- Tanana Uplands. The Yukon - Tanana terrane consists of a thick sequence of
polymetamorphic rocks that range from Precambrian to upper Paleozoic in age. The
dominant rock unit in the district is the Fairbanks Schist. It is comprised of
gray to brown fine-grained micaceous schist and micaceous quartzite.
Interlayered with the Fairbanks Schist is the Cleary Sequence, a varied
assemblage of metamorphic lithologies. In the northern part of the district
high-grade metamorphic rocks of the Chatanika terrane have been identified.
These rocks, which are in fault contact with the Fairbanks Schist and Cleary
Sequence, are thought to be Devonian to Mississippian in age, and have been
metamorphosed to eclogite facies.
The dominant structural trend of the district is expressed by numerous
northeast trending faults and shear zones. These structures, which were
important to the localization of gold mineralization, show a dominant
strike-slip movement.
Several intrusive bodies, ranging in age from late Cretaceous to early
Tertiary, penetrate the Yukon-Tanana terrane. They generally range from
ultramafic to felsic in composition, and can be distinguished from older
intrusive rocks by their lack of metamorphic textures.
67
The Fort Knox gold deposit is hosted by the Vogt stock - a late
Cretaceous-aged multi-Phase granitic body that intrudes Precambrian to mid-upper
Paleozoic schists of the Yukon-Tanana terrane. The surface exposure of the Vogt
stock is elongate, measuring approximately 1,067 meters east-west and 610 meters
north-south.
Gold occurs in and along the margins of pegmatites, quartz veins and
veinlets, quartz-filled shears, and fractures within the granite.
Pre-mineralization fractures, which resulted from magmatic doming, provided
conduits for mineralizing fluids within the stockwork and shear zones. The
stockwork veins strike predominantly east-west and dip randomly. Vein density
decreases with depth. Shear zones generally strike northwest to southeast and
dip moderately to the southwest.
There appear to be two distinct zones of gold distribution within the
deposit: the inner zone, which is characterized by mineralization that has good
continuity over considerable distances; and an outer zone, where the
mineralization has shown itself to be less predictable. It appears that the
differences in the continuity of the mineralization may be due to grain size
changes and different Phases within the stock.
Mineralization in the quartz-filled shears is distributed relatively
evenly, and individual gold grains are generally less than 100 microns in size,
in contrast to the stockwork veins, where gold particle size and distribution
are more erratic. The mineralized zone has a very low sulfide content.
The True North gold deposits lies within the poly-metamorphic Chatanika
Terrane, a klippe of eclogitic marbles, calc-magnesian schists, quartz-muscovite
schists, carbonaceous phyllites and quartzites.
The mineral deposits are partially situated in a structurally complex
zone that has a northeast elongated orientation that parallels the Eldorado
fault. It is characterized by a series of gentle to complex folds, especially
between the Eldorado fault and the sub-parallel "Neil's discontinuity," shear
zones, breccias, and occasional low angle faults. Northwest of Neil's
discontinuity the mineralized zones dip gently to the northwest, while south of
the zone mineralization dips to the southeast. The area between Neil's
discontinuity and the Eldorado fault is structurally complex, and the
orientation of individual mineralized zones in this area can be highly variable.
The gold mineralization in the True North deposits is hosted in felsic
schists and is frequently accompanied by carbon and carbonate alteration in
sheared or otherwise structurally prepared zones. The gold is very fine grained,
and is closely associated with pyrite, arsenopyrite, and stibnite in the
unoxidized zones. It occurs in drusy quartz veins, and in altered and brecciated
rocks adjacent to breccia bodies. There appears to be a direct relationship
between veining and gold content, as weakly veined rocks generally carry lower
gold values.
EXPLORATION
The gold exploration procedures that have been utilized at the Fort Knox
and True North projects include: reconnaissance and detailed geologic mapping;
soil and rock chip sampling to determine the presence of gold mineralization, or
associated (trace) elements; trenching of soil anomalies to create exposures of
bedrock; drilling, geochemical and assay determinations for gold and associated
elements.
Two types of drilling methods have been used namely, diamond core and
reverse circulation (RC). Drilling is always completed by independent drilling
contractors under the supervision of Kinross personnel. Sampling of the drill
holes is done by staff of the drill contractors, under close supervision of
Kinross or contract geologists. Geochemical and assay determinations for gold
and associated elements are undertaken by independent commercial laboratories.
Kinross has utilized the services of two firms - ALS Chemex Laboratories and
Bondar-Clegg (now owned by the ALS Chemex group). Check assay work during 2002
was done by Acme Analytical of Vancouver, British Columbia.
Kinross' regional exploration within the Fairbanks district totaled $1.6
million during 2002. Planned exploration spending for 2003 is $2.7 million.
68
DRILLING, SAMPLE AND ANALYSIS, AND SECURITY OF SAMPLES
Drilling is the principal tool utilized to explore for and define mineral
deposits in the Fairbanks mining district. Two types of drilling are utilized
during exploration and development programs at the various properties, diamond
core and reverse circulation drilling.
Core drilling is the process of obtaining continuous cylindrical samples
of rock from drill holes by means of annular shaped rock cutting bits rotated by
a bore-hole drilling machine. Core drilling, also referred to as diamond
drilling, is commonly used to collect undisturbed and continuous samples from
either complete drill holes or intervals of holes that are of particular
interest for the purposes of detailed and comprehensive sampling, for
geotechnical and rock strength tests, or because alternative drilling methods
may be incapable of providing appropriate geological or geotechnical data.
Reverse circulation is a method of rotary drilling whereby the drilling
medium is circulated to the drill bit face from the surface and the drill
cuttings that are ground up by the drill bit cutting face are removed from the
drill hole by the drilling medium (water, foam or other drilling muds and
additives, or air) inside the drill rods. Reverse circulation drilling is a
generally accepted method that is commonly used in mineral exploration and
development drilling programs throughout the world.
Comprehensive drilling programs have been carried out at both mines. The
Fort Knox deposit has been defined by 594 drill holes (201 core holes and 393
reverse circulation holes totaling 375,230 feet), which have provided 75,046
nominal 1.52-meter long samples. The True North deposit has been defined by
1,353 drill holes (totaling 352,660 feet), which provided 70,532 nominal
1.52-meter long samples.
Core samples and reverse circulation drill cuttings are collected from
each drill hole and are geologically logged. Reverse circulation rotary drill
cuttings are collected at one and a half meter intervals by a geologist or
helper at each drill site. Each core interval and reverse circulation rotary
cutting sample is submitted to an independent assay laboratory for geochemical
analysis, and the subsequent geochemical data is entered with the lithologic log
data into the project database. In an effort to collect the most representative
sample possible, 83.1 millimeter (83 millimeter prior to 1998) diameter core
holes have been drilled at the Fort Knox and Ryan Lode deposits, while 64
millimeter core holes are drilled at True North and Gil. Core is regularly
photographed and then logged and sampled in one and a half meter intervals. Data
is entered on the logs in a digital format. Special emphasis is placed on shear
and vein orientations, as well as mineralization and oxidation. A representative
sample is retained for later use and the remainder of each interval is submitted
for assay.
Drill samples are collected from the drill hole by personnel of the
various drilling contractors, under the direct supervision of Kinross staff. The
samples are labeled and placed in bags at the drill site and prepared for
transport to commercial laboratories for preparation and assay. All samples are
either delivered to the preparation facility by Kinross personnel, or are picked
up at a Kinross facility by employees of the laboratory.
Duplicate samples are collected from every tenth sample and a check assay
is performed and compared to the original assay. As a form of quality control,
the inclusion of "blank" (unmineralized) samples within each sample shipment is
part of the standard procedure.
A pulp sample of known grade is also submitted to the laboratory. The
sample frequency is twice per core hole, and every 30 meters for reverse
circulation holes. These standards are prepared both in-house and by outside
laboratories over the different exploration seasons, and they represent
different ranges of gold grades. For samples with fire assays greater than 0.3
grams per tonne, the samples are resubmitted to the laboratory for a cyanide
soluble assay. The purpose of this procedure is to determine mill recovery
rates.
Kinross employs, as a standard operating procedure, a very detailed
analysis program for determining if a particular reverse circulation drill
sample is representative of the rock within the drill hole. This program
includes weighing the samples to determine if the sample is under weight
(indicating loss of material in the sampled interval). The presence of unusually
high sample weights is often an important indicator of sample contamination in a
drill
69
hole. All assay data from mineralized intervals are analyzed by two computer
programs (developed by MRDI, an independent mining consulting firm) to determine
if there is a predictable repetition (cyclicity) to high grade intervals, or
(decay) of assays immediately adjacent to and below high grade intervals,
possibly indicating contamination of certain assay values. Any holes suspected
of down hole contamination on the basis of these three criteria are examined in
cross-sections. Based on how the area compared to adjacent holes, a decision is
made as to whether or not the data is to be rejected. If any samples are
determined from these procedures to be suspicious, that data is rejected and is
excluded from the database used to estimate mineral resources.
Any mineralized drill hole interval that has a calculated recovery
greater than 100% is closely scrutinized and may be rejected. This is the
primary (but not only) method for determining contamination at the Fort Knox
deposit, but it is a less effective method for the True North deposit, where
cyclicity and decay are more effective tools.
The nature of the mineralization and host rock at the Fort Knox deposit
requires that particular care be given to the collection of drill hole samples,
especially for reverse circulation holes, that penetrate the water table within
the deposit. The reasonableness of Kinross' methods in drilling this part of the
deposit has been validated by the results of mining in several of these areas of
the deposit. These techniques are now also used as standard practice at all of
Kinross' properties in the Fairbanks mining district, including the True North
mine.
MINERAL RESERVE AND RESOURCE ESTIMATES
The following table sets forth the estimated proven and probable reserves
for the Fort Knox mine and area as at December 31, 2002, and 2001:
2002 2001
--------------------------------------------- ---------------------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ----- ------- ------ ----- -------
(000'S) (GPT) (000'S OZ) (000'S) (GPT) (000'S OZ)
Proven 58,414 0.84 1,571 59,212 0.83 1,575
Probable 38,744 0.89 1,107 44,708 1.05 1,508
------ ---- ----- ------ ---- -----
Total 97,158 0.86 2,678 103,920 0.92 3,083
====== ==== ===== ======= ==== =====
In addition to estimated proven and probable reserves, as at December 31,
2002, the Fort Knox mine and area has an estimated 21.7 million tonnes of
measured and indicated resources at an average grade of 1.02 grams of gold per
tonne. UNITED STATES INVESTORS ARE ADVISED THAT THE TERMS "MEASURED RESOURCES"
AND "INDICATED RESOURCES" ARE RECOGNIZED BY CANADIAN REGULATIONS BUT NOT BY THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION. UNITED STATES INVESTORS ARE
CAUTIONED NOT TO ASSUME THAT ALL OR ANY PART OF MINERAL DEPOSITS IN THESE
CATEGORIES WILL EVER BE CONVERTED INTO PROVEN AND PROBABLE RESERVES.
MINING AND MILLING OPERATIONS
The Fort Knox and True North deposits are mined by conventional open pit
methods. Ore from the Fort Knox and True North mines is processed at Kinross
carbon-in-pulp mill located near the Fort Knox mine. The mill processes ore on a
24 hours per day, 365 days per year schedule.
The Fort Knox mill has a daily capacity of between 32,658 to 45,359
tonnes per day. An average of 37,650 tonnes per day is scheduled to be processed
in 2003, with True North providing 22% of the mill feed. Mill feed is first
crushed to minus 20 centimeters in the primary gyratory crusher located near the
Fort Knox pit and conveyed 800 meters to a coarse-ore stockpile located near the
mill. The crushed material is conveyed to a semi-autogenous (SAG) mill, which
operates in closed circuit with two ball mills and a bank of cyclones for
sizing. A portion of the cyclone underflow is screened and then directed to a
gravity recovery circuit. Because the True North mineralization has a much finer
gold particle size than the Fort Knox mineralization, the gravity circuit is not
a significant factor in recovering True North reserves.
70
Correctly sized material flows into a high rate thickener and then into
leach tanks where cyanide is used to dissolve the gold. Activated carbon is used
in the carbon-in-pulp circuit to absorb the gold from the cyanide solution.
Carbon particles loaded with gold are removed from the slurry by screening and
are transferred to the gold recovery circuit where the gold is stripped from the
carbon by a solution, plated onto a cathode by electrowinning, and melted into
dore bars for shipment to a refiner. Mill tailings are detoxified and
transferred into the tailings impoundment below the mill.
Gold recoveries at the Fort Knox mill have historically ranged from 87%
to more than 90% since production began in 1996. With the commencement of feed
from the True North mine in 2001, it has been necessary to add lead nitrate to
the process, and make modest increases to the cyanide and lime concentrations to
maintain mill recovery rates.
FORT KNOX OPEN PIT
The mine production rate varies between 94,000 and 130,000 tonnes per day
of total material. Mining is carried out on a year round basis, seven days a
week. Standard drilling and blasting techniques are used, and the blast holes
are sampled and assayed for production grade control purposes. Broken rock is
loaded with a shovel or a wheel loader into haul trucks. Depending on the grade
control results, the mined material is delivered to either the primary crusher,
low-grade stockpiles, or to waste rock dumps.
In 1996 a 1.3 million short ton slope failure developed in the central
south wall above the granite-schist contact. The slide was stabilized with
mining set backs at the toe of the failure. Ground water was believed to be a
contributing factor to the failure, and a dewatering program is planned before
mining this zone.
The mine currently has 14 dewatering wells, which produce approximately
600 gallons per minute. In 2003, four additional wells will be drilled.
Stripping of Phase-6 is scheduled to begin in 2004 on the 2200 bench.
Before sustained mill feed rates can be reached in mid 2006 on the 1460 bench,
55 million short tons of waste rock will be mined, at an average rate of 60,000
short tons per day. Six additional haul trucks and a loader will be added to the
mining fleets in order to accomplish the stripping.
Typically, upper Phase-6 benches average 4,700 feet in length, with a
mining face width between 150 and 500 feet. Haul road access to the Phase will
be from the northeastern end. Subdividing the Phase would reduce the stripping
load, but due to the bench geometry and access limitations, this has not been
considered.
TRUE NORTH OPEN PIT
Production rates for the True North open pit mine vary between 18,100 and
36,300 tonnes per day of material, seven days a week. Standard drilling and
blasting techniques are used and the blast holes are sampled and assayed for
grade control purposes. Broken rock is loaded with a shovel or a wheel loader
into 77-tonne haul trucks. Depending on the ore-control plan the mine material
is delivered either to the stockpiles or to waste rock dumps.
From the stockpile, mill feed is reloaded into 77-tonne capacity trucks
for the 20.9 kilometer long trip to the Fort Knox mill at 8,437 tonnes per day.
The material is directed dumped into a gyratory crusher.
The True North mine will operate at full production into the third
quarter of 2004 with reserves at True North being depleted by the first quarter
of 2005.
The current True North mining permit does not allow water discharge or
mining below the water table. All the pits were designed to meet these criteria
based on Kinross' current estimation of the groundwater surface. As mining
progresses, refinements in the water table location may allow changes in the pit
designs.
71
As the mine is a side hill excavation, waste rock will be place either in
access roads or in dumps adjacent to the excavations. Because much of the
deposit is located on north and northwest facing slopes, discontinuous
permafrost is present in the mining area. Clearing and grubbing in the
permafrost areas must be done during the winter months because bulldozing
becomes very difficult once the surface layers thaw. Access roads can be placed
across permafrost areas but waste dumps cannot.
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold production, operating and
financial data relating to the Fort Knox mine for the three years ended December
31, 2002:
YEARS ENDED DECEMBER 31,
---------------------------------------------
2002 2001 2000
---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:
Tonnes mined (000's)....................................................... 32,699.0 31,212.9 32,301.9
Ore processed (000's)...................................................... 13,842.9 14,209.1 13,603.2
Gold grade (gpt)........................................................... 1.09 1.05 0.94
Average gold recovery (%).................................................. 84 86 89
Gold equivalent production................................................. 410,519 411,221 362,959
Number of employees........................................................ 388 361 256
SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):
Revenue.................................................................... $ 131.6 $ 109.0 $ 102.8
---------- ---------- ----------
Cost of production 95.3 85.0 73.5
Inventory change........................................................... 2.9 (3.3) --
Site restoration cost accruals............................................. 1.0 1.2 1.3
Depreciation, depletion and amortization................................... 54.9 42.9 31.9
Mining property write-down................................................. -- -- --
Interest expense........................................................... 1.5 3.6 5.7
Exploration................................................................ 1.6 0.5 0.1
---------- ---------- ----------
157.2 129.9 112.5
---------- ---------- ----------
Net loss................................................................... $ (25.6) $ (20.9) $ (9.7)
========== ========== ==========
OTHER FINANCIAL INFORMATION:
Capital expenditures (millions) ........................................... $ 15.0 $ 20.2 $ 17.6
Unit costs:
Total cash costs per gold equivalent ounce produced...................... 232 207 203
Total cash costs per tonne milled........................................ 7 6 5
Total production cost per gold equivalent ounce.......................... 343 314 294
Total cash costs and total production costs are non-GAAP measures. For
further information on these non-GAAP measures, please refer to the disclosure
under "Kinross Management's Discussion and Analysis of Financial Condition and
Results of Operations--Financial Results--Nine Months Consolidated
Results--Costs and Expenses--Operations-Summary," and "--Operations-Individual
Mine Disclosure--Fort Knox (100% Ownership Interest), USA."
For further information on the 2002, 2001, and 2000, results, refer to
the disclosure included under "Kinross Management's Discussion and Analysis of
Financial Condition and Results of Operations--Financial Results--Year-End
Consolidated Results--Costs and Expenses--Operations-Individual Mine
Disclosure--Fort Knox Mine (100% Ownership Interest), USA."
72
PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES
The life of mine plan prepared by Kinross provides for completion of
mining at True North in 2005. From that point onwards, production is derived
entirely from the Fort Knox deposit until 2010 when the feed will originate
predominantly from the low grade stockpile material.
Capital expenditures at the Fort Knox operations in 2002 were $15.0
million compared to $20.2 million during 2001.
73
[GRAPHIC DEPICTING FORT KNOX MINE]
74
TRUE NORTH PROPERTY MAP
[GRAPHIC DEPICTING TRUE NORTH PROJECT]
75
THE PORCUPINE JOINT VENTURE
GENERAL
Kinross and Placer CLA entered into an asset exchange agreement (the
"Asset Exchange Agreement") and a joint venture agreement, both dated as of July
1, 2002, for the purpose of forming a joint venture that combined the two
companies' respective gold mining operations in the Porcupine district in the
Timmins area, Ontario, Canada (the "Porcupine Joint Venture"). Placer CLA owns a
51% participating interest and Kinross owns a 49% participating interest in the
Porcupine Joint Venture. The joint venture is managed by Placer CLA. The
Porcupine Joint Venture incorporates Placer CLA's Dome mine and mill, Kinross'
Hoyle Pond, Pamour and Nighthawk Lake mines and the Bell Creek mill.
THE ASSET EXCHANGE AGREEMENT
Pursuant to the Asset Exchange Agreement which was entered into as a step
in implementing the Porcupine Joint Venture, Placer CLA transferred to Kinross
an undivided 49% interest in all of Placer's assets owned, used or thereafter
acquired by Placer CLA or its affiliates and located within a 100 kilometer
radius of Placer CLA's Dome mill in or near Timmins, Ontario (the "Development
Area") and used in the gold mining, milling and exploration business and
operations carried on by Placer CLA or its affiliates, including all real
property, personal property, inventory, certain accounts receivables, buildings,
fixtures, facilities, private roads and other assets located or acquired in the
Development Area, including all patented, leasehold, unpatented mining claims
and licenses of occupation recorded in the name of Placer CLA or its affiliates,
the benefit of any royalty agreements in favor of Placer CLA or its affiliates,
the benefit of Placer CLA's leases and other contracts relating to Placer CLA's
real property and mining claims in this area and the benefits which may be
obtained under any existing actions, claims or other proceedings relating to
Placer CLA's business in this area and all goodwill attributable to such
business.
Under the Asset Exchange Agreement, Kinross in turn transferred to Placer
CLA an undivided 51% interest in all of Kinross' assets owned, used or
thereafter acquired by Kinross or its affiliates and located within the
Development Area and used in the gold mining, milling and exploration business
and operations carried on by Kinross or its affiliates, including all real
property, personal property, inventory, certain accounts receivable, buildings,
fixtures, facilities, private roads and other assets located or acquired in the
Development Area, including all patented, leasehold, unpatented claims and
licenses of occupation recorded in the name of Kinross, the benefit of any
royalty agreements in favor of Kinross or its affiliates, the benefit of
Kinross' leases and other contracts relating to Kinross' real property and
mining claims in this area and the benefits which may be obtained under any
existing action, claims or other proceedings relating to Kinross' business in
this area and all goodwill attributable to such business. Any interest that
Kinross may acquire in and to the project within the Development Area commonly
known as the Aquarius Project is excluded from the Porcupine Joint Venture
pending agreement between the parties to include it.
Under the Asset Exchange Agreement, Kinross has also transferred all of
its contracts relating to its Timmins operations to Placer CLA, and Placer CLA
assumed such contracts as manager of the Porcupine Joint Venture for the benefit
of both parties and the exclusive use of the Porcupine Joint Venture. Placer
CLA's contracts relating to its Timmins operations remain in the name of Placer
CLA, which will hold such contracts as manager of the Porcupine Joint Venture
for the benefit of both parties and the exclusive use of the Porcupine Joint
Venture.
THE PORCUPINE JOINT VENTURE AGREEMENT
In connection with the Asset Exchange Agreement, Kinross and Placer CLA
entered into a joint venture agreement. The Porcupine Joint Venture Agreement
provides that the purpose of the Porcupine Joint Venture is to engage in
operations relating to the mining, milling, exploration and development of the
properties subject to the Porcupine Joint Venture, and to perform any other
activity necessary, appropriate or incidental to the foregoing.
The term of the Porcupine Joint Venture is from July 1, 2002, and until
so long thereafter as ores and mineral resources are produced from the assets
forming part of the Porcupine Joint Venture and all reclamation
76
obligations, liabilities or responsibilities under applicable laws or
instruments of title relating to operations under the Porcupine Joint Venture
have ceased or been satisfied, to a maximum of 99 years, unless the Porcupine
Joint Venture is earlier terminated pursuant to the terms of the Porcupine Joint
Venture agreement.
Each of Kinross and Placer CLA is obligated to contribute funds from time
to time to the Porcupine Joint Venture in proportion to their respective
participating interests, pursuant to adopted programs and budgets.
Under the Porcupine Joint Venture a party's participating interest may be
reduced upon the election by such party not to contribute to an adopted program
and budget for the Porcupine Joint Venture, or in the event of a default by such
party in making its agreed upon contribution to an adopted program and budget.
In addition, if a party's participating interest is reduced to less than
10%, the other party may elect that the first party be vested with a 2% net
smelter returns royalty on ores and minerals mined from the properties subject
to the Porcupine Joint Venture and the first party shall be deemed to have
transferred its remaining participating interest to the other party.
PORCUPINE JOINT VENTURE OPERATIONS
The Porcupine Joint Venture operations consist of the Dome underground
and open pit mine and mill, the Hoyle Pond underground mine and the Bell Creek
mill and tailings storage facility which is presently on care and maintenance
with all processing taking place at the Dome mill. In addition, the Porcupine
Joint Venture operations consist of a number of former producing mines, most
notably the Pamour and Nighthawk Lake mines. The only producing mines forming
part of the Porcupine Joint Venture in Timmins at present are the Dome mine and
the Hoyle Pond mine.
A report entitled "Independent Technical Report on the Porcupine Joint
Venture, Ontario, Canada" dated March 2003 (the "PJV Report") has been prepared
for Kinross by Steffen, Robertson and Kirsten Consulting (Canada) Inc. ("SRK
Consulting") and authored by Jean-Francois Couture, Ph.D., P.Geo, principal
geologist, William F. Tanaka, principal geologic engineer, Robert Crepeau,
P.Eng, Nicholas Michael, MBA, senior mining engineer, and Tim Mosey, senior
geological/mining engineer. The following summaries of the Porcupine Joint
Venture have been prepared from the PJV Report and, in some cases, are extracts
from the PJV Report.
PROPERTY DESCRIPTION AND LOCATION
HOYLE POND UNDERGROUND MINE AND BELL CREEK MILL
The Hoyle Pond underground mine and mineral claims and the Bell Creek
mill are located in Hoyle Township in Timmins, Ontario on 4,065 hectares of
patented land, land leased from the province and one private lease. The private
lease is for a term of 20 years and is in good standing until May 31, 2005.
There are also two contiguous staked mining claims covering 32 hectares located
in Whitney Township south of Hoyle Township.
There are various royalties on the Hoyle Pond underground mine land
package. The only royalties requiring payment at present are a tonnage-based
royalty on the private lease and a $0.10 per tonne royalty. Royalty payments
were $0.1 million in 2002 and $0.1 million in 2001.
All requisite permits have been obtained for the mining and continued
development of the Hoyle Pond underground mine and the Bell Creek mill and are
in good standing and the Porcupine Joint Venture is in compliance with Hoyle
Pond and Bell Creek permits in all material respects.
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DOME MINE AND MILL
The Dome underground and open pit mine and mill are located within the
city limits of Timmins, Ontario, on an area that covers over 5,004 hectares of
staked and patented mining claims held or under option, including the Preston
property that lies to the south and east, immediately adjacent to the Dome
property, the Paymaster property that lies to the west of the Dome open pit and
the Vedron property that lies south of the Paymaster property.
The Dome open-pit and underground mines, claims, mining and surface
rights are registered in the name of Placer Dome Canada Limited ("Placer
Canada") (51%) and Kinross (49%). The Preston property includes 19 mining
claims. The Paymaster property includes 26 contiguous mining claims.
A 2% net smelter royalty is payable on production from the Preston,
Paymaster and Vedron properties. No other royalties are payable on the Dome
property.
All requisite permits have been obtained for the mining and continued
development of the Dome underground and open pit mine and mill and are in good
standing; the Porcupine Joint Venture is in compliance with such permits in all
material respects.
PAMOUR AND NIGHTHAWK LAKE MINES
The Pamour open pit and Nighthawk Lake underground mines and mineral
claims are located in Timmins, Ontario on 7,783 hectares. The Pamour mine is
located north of Highway 101 and the Pamour mine site is approximately 19
kilometers east of the downtown core of Timmins and 43 kilometers west of
Highway 11. The Pamour mine is also approximately two kilometers south of and
contiguous with the Hoyle Pond mine. The Nighthawk Lake mine is approximately 17
kilometers southeast of the Hoyle Pond mine. There has been no production at
these mines since their acquisition in 1999.
The necessary permits required to commence mining of the mineral reserves
contained in the existing Pamour pit, north of Highway 101, referred to as the
phase one mine plan, have been maintained in good standing and require only
administrative reactivation.
Kinross will require additional permit approvals to mine south of Highway
101, which is outside of the phase one mine plan. The government agencies that
will be involved in the additional permitting process include the City of
Timmins, the Matagami River Conservation Authority, the Ontario Ministries of
Northern Development and Mines, Natural Resources, Environment and
Transportation, the Federal Department of Fisheries and Oceans and Environment
Canada.
The key element in the development of the expanded open pit outside of
the phase one mine plan will be the relocation of Highway 101. The proposed
relocation will involve constructing a causeway over a portion of a small lake,
the Three Nations Lake, and will therefore have a direct effect on a nearby fish
habitat. This highway has been relocated several times during the production
history of the mine. As a fishery resource will be involved in the project
planning, the Canadian Environmental Assessment Act process will be the guiding
legislation. Kinross believes there is a high level of assurance that the
project will receive all required approvals for development.
Some land acquisition will be required for the construction of the
project. The Drew claims located immediately north of the phase one open pit,
for which the surface rights are required for a waste rock disposal site, will
have to be acquired. The Tanager claims located on the eastern shore of the
Three Nations Lake for which the surface rights are required for relocation of
Highway 101 will also have to be acquired. Negotiations for the acquisitions of
these claims have been initiated and Kinross believes there is a high level of
assurance that they will be concluded successfully. A right of way will have to
be obtained for the haulage road from the Pamour mine to the Dome mine, for
which negotiations have not yet commenced.
78
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
Access to the Hoyle Pond mine is via a five kilometer all weather gravel
road north of Highway 101. Services are generally acquired from vendors in the
Timmins area. Adequate process water is available from the clear water pond at
the tailings, while make up water and potable water comes from underground
supply.
The Bell Creek milling operation obtained its processing water from Bell
creek, located within the permitted property area. The existing land package
includes areas where additional tailings storage areas can be permitted. The
current tailings storage area has sufficient capacity for several years at
planned production throughout, however, the Bell Creek mill is currently not
operating. Power is provided to the mine and mill by Ontario Hydro.
Access to the Dome mine is by paved road from the town of South
Porcupine, six kilometers east of Timmins on Highway 101. Rail freight service
is available from the Falconbridge -- Kidd Creek metallurgical site eight
kilometers east of the mine.
The dominant suficial material in the Dome mine area is glacial till
overlain by glaciolacustrine silts and clays. Mine waste and tailings cover some
areas closer to the mine.
The Pamour mine is located two kilometers south of the Hoyle Pond mine
and is accessible by an unpaved road. The Nighthawk lake mine is located 17
kilometers southeast of the Hoyle Pond mine and accessible by 10 kilometers of
paved roads and seven kilometers of unpaved roads.
The area climate consists of cold winters and hot summers. Temperatures
range from below -40 degrees Celsius to above +30 degrees Celsius. Mean
precipitation is approximately 80 centimeters annually.
The topography of the area is typical of the Canadian Shield and consists
of an irregular surface with moderate relief. The topographic highs are the
result of bedrock outcrops and are surrounded by low lying areas of poorly
drained wetlands. Vegetation includes spruce, pine, poplar and birch trees and
various shrubs, grasses and mosses. The elevation ranges from 200 meters to 300
meters.
HISTORY
Land was first staked in the vicinity of the present day Pamour mine in
1910. Limited production was achieved from 1911 to 1914. The property remained
idle from 1914 to 1923. Between 1923 and 1935 several mining syndicates carried
out exploration work. In 1935 and 1936 the Pamour No. 3 shaft was sunk and a 650
tonnes per day mill was constructed. In 1938 the mill capacity was increased to
1,300 tonnes per day by installing new equipment. During the 1950's mill
throughput averaged 1,500 tonnes per day. In 1972, the mill was expanded to
treat 2,275 tonnes per day as production from the nearby Aunor mine was
processed at the Pamour mill. Open pit mining at the Pamour mine began in 1976
and continued until 1999.
Approximately 4.0 million ounces of gold were produced from the Pamour
mine from 1936 to 1997. There has been no production at the Pamour mine since
Kinross acquired it in 1999.
The Hoyle Pond discovery hole was drilled by Texas Gulf in 1980. The
deposit was explored in 1980 to 1982. The deposit was developed by ramp in 1983
and 1984. The first year of mining in 1985 yielded 64,400 tonnes at an average
grade of 13.0 grams per tonnes of gold. The mine has been in continuous
production since then and was acquired by Kinross pursuant to the amalgamation
with Falconbridge Amalco in 1993. Since 1993, Kinross has conducted exploration
programs and underground development has added significant additional
mineralization. From 1994 to 1999 Kinross sunk an 815 meter shaft and developed
a second ramp to access underground workings. The Bell Creek mill has gone
through a series of expansions with current capacity of 1,500 tonnes per day.
The head grade for the Hoyle Pond mine is the highest of any of the significant
past, or present producing mines in Timmins.
79
The Dome deposit was discovered in 1909. Operations commenced in 1910,
producing 214 ounces of gold. Mining has been continuous at Dome since 1910. In
1984, the mill capacity was increased from 2,000 to 3,000 tonnes per day. Part
of the extension included a new vertical shaft, the No. 8 shaft which was sunk
from the surface to a depth of 1,667 meters. In 1988, due to a skipping
accident, No. 8 shaft was not producing and, therefore, open pit mining was
commenced. From 1992 to 1996, Placer CLA produced from the Paymaster property.
In 1995, an expansion of the operations, which included an enlarged open pit and
an increase in milling capacity, was completed. As a result, full production
from the expanded open pit was achieved and mine production increased from a
nominal rate of 3,400 tonnes per day in 1994 to 9,100 tonnes per day in 1995. In
1997, the Preston property was purchased and the Dome open pit was expanded into
the Preston land holdings. Mining of open pit ore from the Preston property was
completed in 2000.
From its beginning in 1909 to December 31, 2001, the Dome mine has
produced 14,537,596 ounces of gold and approximately 2,596,000 ounces of silver
making it the second largest gold producer of the Timmins camp.
GEOLOGY AND MINERALIZATION
REGIONAL
All of the properties comprising the Porcupine Joint Venture lie within
the Porcupine Gold Camp (the "PGC"). The PGC, located in the Archean Abitibi
greenstone belt has been the most productive gold-producing field in North
America. Total historic production is in excess of 62 million ounces of gold.
This production has come from quartz-carbonate lode systems hosted within
greenshist-facies metamorphics. Lodes are found in a corridor up to 10
kilometers wide parallel to the 200 kilometers Destor Porcupine Fault. At the
regional scale, gold deposits are spatially associated with regional fault
zones. At the camp scale, gold deposits generally occur within five kilometers
of, but not in, the regional faults.
HOYLE POND
The Hoyle Pond Main Zone and 1060 Zone deposits, both of which are in
production, occur on opposite limbs of an open, northeast plunging F2 antiformal
structure, hosted within carbonatized north-dipping sheared and metamorphosed
tholeiitic basalts. The 7 Vein system occurs as a series of stacked, flat to
gently northeast dipping veins at the nose of the antiformal structure.
Mineralization occurs as coarse, free gold in white to grey-white quartz veins
with variable ankerite, tourmaline, pyrite and local arsenopyrite. Alteration
halos are generally narrow, consisting of mainly grey zones (carbon, carbonate,
sericite, cubic pyrite) in the Hoyle Pond system, and carbonate-sericite, with
fuchsite, pyrite, arsenopyrite and trace chalcopyrite, sphalerite within the
1060 structure.
The Hoyle Pond Main Zone includes a series of generally northeast
striking, linked quartz vein zones (at least 11 veins of economic significance)
folded on a small scale with moderate west trending and northeast plunging fold
axis. The 1060 Zone consists of at least five main vein structures (B1, B2, and
B3 Zones, A Zone and Porphyry Zone) with orientations ranging from north to
northeast with generally subvertical dips.
PAMOUR MINE
The Pamour mine is located approximately one kilometer north of the
Destor Porcupine Fault Zone and overlies an east-west trending unconformity
between Tisdale Group volcanic rocks and Timiskaming Group sediments. Volcanic
rocks occupy the area north of the mine and the unconformity, and include
interlayered mafic to ultramafic units. Sedimentary rocks occupy the area south
of the unconformity and include greywacke, argillite and conglomerate. A
distinct unit of clastic sediments marks the unconformity itself. Gold
mineralization is hosted by both volcanic and sedimentary units and related to
both individual quartz veins and vein swarms, which trend mainly east-west.
Volcanic-hosted ore bodies include shallow north-dipping single vein structures
within mafic volcanics, as well as irregular shaped vein swarms along various
lithologic contacts within the volcanic sequence. Sedimentary hosted ore bodies
include irregular shaped vein swarms along the unconformity as well as narrow,
steep south-dipping veins in greywacke further to the south.
80
The Nighthawk Lake mine is located along the Nighthawk Lake Break, a
branch fault of the Destor Porcupine Fault Zone. Rocks in the vicinity of the
Nighthawk Lake mine consist of mafic to felsic volcanics, intruded by irregular
masses of albitite and syenite. Gold mineralization occurs both within the
volcanic rocks and intrusives, and generally shows a close spatial association
with strong carbonate alteration, brecciation, quartz veining and pyrite or
arsenopyrite. Based on past work, orebodies at the mine have been subdivided
into six main zones including the: Main Zone, No. 1 Zone, No. 4 Zone, Ramp Zone,
"A" Zone and Deadman Island Zone.
DOME MINE
The Dome mine lies on the south limb of the Porcupine syncline in an area
where the Keewatin volcanic rocks are overlain by the Timiskaming
metasedimentary slates and conglomerates.
Gold mineralization is found in a number of different rock types and in
association with a number of different structural settings. Mineralization in
the district is commonly associated with the northeasterly plunge of the
Porcupine syncline.
At the mine site, the local sequence of north dipping metavolcanics and
metasedimentary rocks have been folded to form a northeasterly plunging
structure, referred to as "Greenstone Nose." Sediments consisting of
conglomerates, slates and greywackes are draped around this structure and form
the "Sedimentary Trough" on the south side.
Mineralization occurs mainly in association with structurally controlled
quartz and quartz-ankerite veins. Principal orebodies can be classified into
three main types: Long narrow veins in shear zones parallel to the stratigraphic
trend; swarms of en-echelon veins and stockworks of veins; and disseminated
mineralization, in which the gold is associated with pyrite and/or pyrrhotite
and little or no vein material is present.
The Dome mine lies on the south limb of the Porcupine syncline in an area
where the Archean Metavolcanics are overlain by the metasedimentary rocks.
Immediately south of "Sedimentary Trough" lies an east-west striking,
highly strained zone in which magnesium rich, carbonatized rock occurs. This
highly altered zone corresponds to the trace of the ductile Dome Fault
interpreted to represent a branch off the main Destor Porcupine Fault. To the
west, the Dome Fault Zone passes between two major porphyritic intrusive bodies
-the Paymaster and the Preston Porphyries. To the east, lenses of porphyry,
similar compositionally to the main porphyry bodies, occur within the Dome Fault
Zone. To the south of the Dome Fault Zone are the "Southern Greenstones," a
south-dipping sequence of basalts consisting of massive and pillowed flows.
At the Paymaster property, historic mining operations extracted ore from
ankerite veins in mafic units and quartz veins in porphyry. The majority of
mineralization being targeted by current exploration is hosted by carbonated and
sulphidic greenstone adjacent to and within flexures in the mafic/ultramafic
contact (36 Zone).
EXPLORATION
Kinross' regional exploration within the Timmins camp totaled $2.3
million during 2002. Kinross' share of the planned exploration spending for 2003
is $2.4 million.
DRILLING, SAMPLE AND ANALYSIS, AND SECURITY OF SAMPLES
Kinross collects both exploration and production samples at its
operations in Timmins. Samples are collected using industry standard sample
collection procedures that are well understood by the geological personnel
collecting the samples in the field.
81
Kinross conducted both surface and underground diamond core drilling
operations for the period ending December 31, 2002. For resource estimation
purposes, drilling spacing ranges from a low of 8.0 meters to a high of 25.0
meters. Typically, drill holes are sampled honoring geological contacts while
maintaining a standard 1.5 meter sample length wherever possible. Typically the
core is not split prior to assay unless the hole is an exploration hole
targeting new mineralization.
Underground, sampling is conducted on a daily basis throughout the active
working faces. Chip samples, muck samples and sludge samples are collected to
provide daily grade control and to reconcile actual production to the estimated
reserves. At the Hoyle Pond mine, ore development headings are typically sampled
on 2 to 5 meter intervals using both chip samples and muck samples. Production
stoping areas are typically sampled at 5 meter intervals wherever practical and
stope muck is sampled at a frequency of 1 muck sample for every 20 to 40 tonnes
of ore.
At the Dome mine, ore development is sampled at 2 to 3 meter intervals
using both chip samples and muck samples. Cut and fill stopes are sampled at a
rate of one sample for every 30 tonnes and long-hole and bulk mining zones are
sampled at a rate of one sample for every 60 tonnes.
Open pit samples are collected from blasthole cuttings on an approximate
10 meter sample spacing. In ore zones, a single sample is collected from each
hole, representing approximately 450 tonnes of ore. In waste, the sample
frequency is reduced with one sample collected from every four holes.
Since the inception of the Porcupine Joint Venture until December 31,
2002, samples were analyzed at the Bell Creek lab, the Dome mine lab and at
independent assay labs. Prior to the completion of the Porcupine Joint Venture,
Kinross' analytical work was carried out at the Bell Creek lab with some
exploration samples sent to an independent lab for analysis.
Since finalizing the Porcupine Joint Venture agreement, Kinross'
analytical work is completed at the Dome mine lab with the Bell Creek lab placed
on care and maintenance.
At the Bell Creek lab, samples were analyzed using conventional fire
assay methods with gravimetric finish. The sampler, using a tag, identified
samples known to contain coarse, visible gold. The tag alerted the lab of the
possibility of contamination and identifying these samples for modified analysis
where each sample was analyzed in triplicate. The analytical procedures at Bell
Creek included the insertion of two blanks, two checks and one standard in each
tray of 25 analyses. At the independent lab, the check assays were conducted at
a rate of one check for every 8 to 10 samples with a blank and a standard
analyzed with every 30 samples.
At the Dome mine lab, all gold analyses are completed using conventional
fire assay with an AA finish. Samples with visible gold are assayed using either
a gravimetric finish or pulp metallic assay. Each assay tray at the Dome mine
lab includes at least one standard, one check and one standard. The Dome mine
lab processes all surface and underground production and exploration samples.
Check assays are completed at the Dome mine lab or at external laboratories. All
multi-element analytical work is completed at external laboratories.
82
MINERAL RESERVE AND RESOURCE ESTIMATES
The following table sets forth the estimated proven and probable reserves
for the Porcupine Joint Venture as at December 31, 2002, and 2001, and
represents 100% of the joint venture's reserves, in which Kinross has a 49%
interest:
2002 2001
--------------------------------------------------- ---------------------------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ----- ------- ------ ----- -------
(000'S) (GPT) (000'S OZ) (000'S) (GPT) (000'S OZ)
Proven 16,316 1.39 728 367 13.31 157
Probable 42,561 1.68 2,302 14,167 1.65 752
------ ---- ----- ------ ---- ---
Total 58,877 1.60 3,030 14,534 1.94 909
====== ==== ===== ====== ==== ===
In addition to proven and probable reserves, as at December 31, 2002, the
Porcupine Joint Venture has an estimated 13.9 million tonnes of measured and
indicated resources at an average grade of 1.76 grams of gold per tonne. United
States investors are advised that the terms "measured resources" and "indicated
resources" are recognized by Canadian regulations but not by the United States
Securities and Exchange Commission. United States investors are cautioned not to
assume that all or any part of mineral deposits in these categories will ever be
converted into proven and probable reserves.
MINING AND MILLING OPERATIONS
The Hoyle Pond operations consist of an underground mine serviced by two
declines and one shaft. The underground operations are comprised of 17 main
levels, with the shallowest at 40 meters below surface and the deepest at 720
meters below surface. The Hoyle Pond ramp extends down to the 280 meter level
and services the Hoyle Pond and seven vein zones. The 1060 ramp, which services
the 1060 Zone, extends to the 900 meter level. Total production (ore and waste)
is transported to the loading pocket by means of an ore/waste pass system and
hoisted to surface in 6.5 tonne skips. The surface infrastructure consists of
administration buildings, maintenance, compressed air, paste fill plant, and
hoisting facilities. Current life of mine plans based on proven and probable
reserves and measured and indicated resources have production ending in 2009.
The mineralized zones at Hoyle Pond are narrow high-grade veins, dipping
from 30 to 90 degrees. Mining methods used are cut and fill, shrinkage, panel
and long-hole methods. The percentage of ore production by mining method for
2003 is 34% long-hole, 31% cut and fill, and 23% shrinkage. The balance of
production is made up by other development such as drifting (7%) and raising
(2%).
The mining of the Hoyle Pond crown pillar will require significant
infrastructure including the installation of circular steel sheet pile cells,
steel sheet pile walls, and dams to isolate the adjacent Falconbridge tailings
management area, berms to separate the pit from the Hoyle Pond complex,
relocation of the Hoyle Pond mine water settling ponds, relocation of the
tailings management area utility and access road, and installation of
underground bulkheads to isolate the Hoyle Pond underground workings from the
pit. The Hoyle Pond crown pillar will be mined by conventional open-pit methods
in 2004.
The Dome underground mine is in its final year of full production in 2003
after 93 years of operation that began in 1910. The mine consists of 37 levels
generally spaced at approximately 45 meter intervals extending over 1,500 meters
in depth. The main production and service shaft is the No. 8 shaft which extends
1,668 meters in depth. The former No. 3 shaft that extends 745 meters in depth
has been mined-through by the open-pit operation and is no longer in service.
Mining is predominantly by modified longhole methods that will provide 97% of
the tonnes produced in 2003. The balance of production is comprised of cut and
fill mining (1%) and development (2%). There are three cut and fill stopes
remaining that will be depleted in 2003.
83
As production of the Dome underground mine nears completion, attempts to
extend the mine life are being evaluated with on-going exploration of areas
within and peripheral to the mine. Extensions of the mine life will continue to
rely on the No. 8 shaft and associated infrastructure.
The Dome open pit is being mined in three stages. Development of the
final stage commenced in the summer of 1998. Mining is conducted using
conventional open pit mining methods. All mining is carried out on 9.1 meter
benches. Pit wall inter-ramp angles vary but average 52 degrees. Haulage ramp
gradients are set to 10%. Conventional open pit mining equipment is used. The
mining fleet includes diesel powered drills, electric cable shovels, 136 tonne
haulage trucks, front-end loaders, dozers and support equipment.
Reserve estimates for the open pit include allowances for the presence of
mined-out underground workings. Open pit mining costs reflect the specialized
drilling, blasting and backfilling that is required to ensure that open pit
mining can proceed safely through these underground workings. Overburden
encountered in the upper portions of the open pit is stockpiled for use in
reclamation. Rock dumps are contoured and re-vegetated on an ongoing basis as
part of normal open pit operations. Open pit mineral reserves are scheduled to
be depleted in 2004. Stockpiled ore is expected to sustain mill operations until
2007.
The Pamour mine and mill are currently shutdown. There is no plan to
reopen the mill at Pamour, as the ore will be processed at the Dome mill, the
Pamour facility is slated for dismantling and removal. The Pamour project
feasibility study and permitting process are scheduled for completion by the
first quarter of 2004. Construction of the haul road and major infrastructure
will be completed during 2004 and 2005. Stripping will begin in late 2004 and
full-scale ore mining will be achieved in 2005. Mining will be by a conventional
open pit method. Much of the equipment required for the Pamour operation will be
relocated from the Dome open pit. The initial capital costs include the cost of
equipment not available from the Dome operation as well as rebuild costs of some
of the older units.
Ore from the Hoyle Pond mine was historically (prior to the Porcupine
Joint Venture) milled at the nearby Bell Creek mill, which is also owned by
Kinross (and is part of the Porcupine Joint Venture). Bell Creek is currently
under care and maintenance, and all ore mined at Hoyle Pond is transported via
over-the-road trucks to the Dome mill. Currently there is no plan to reactivate
the Bell Creek mill.
All ore mined by the Porcupine Joint Venture is milled at the Dome mill.
Currently, the Dome mine and the Hoyle Pond mine provide feed to this mill. In
the future, the mill will be expanded to also accommodate production from the
Pamour mine, which is slated for production in 2005.
Gold is recovered at the Dome mill using a combination of gravity
concentration and cyanidation techniques. The flowsheet consists of primary
crushing, secondary crushing, rod/ball mill grinding, gravity concentration,
cyanide leaching, carbon-in-pulp gold recovery, stripping, electrowinning and
refining. The mill has a capacity of 12,000 tonnes per day and currently
processes over 11,500 tonnes of ore per day.
Site restoration costs at the Hoyle Pond, Pamour and Bell Creek mines are
estimated to be $11.4 million of which $3.3 million has been accrued as a
long-term liability of Kinross. The balance will be accrued on a unit of
production basis over proven and probable reserves. Kinross has posted surety
bonds and letters of credit totaling $2.6 million for site restoration
obligations with the provincial government. Site restoration costs at the Dome
mine are estimated to be $18.9 million.
84
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold production, operating and
financial data relating to the Porcupine Joint Venture for the three years ended
December 31, 2002. The results of operations for the year ended December 31,
2002, include Kinross' 49% share of the results of operations from the Porcupine
Joint Venture for the six month period ended December 31, 2002. All other
historical data pertains to the Hoyle Pond mine:
YEARS ENDED DECEMBER 31,
-----------------------------------------------
2002 2001 2000
---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:
Tonnes mined (000's) (100% basis).......................................... 10,821.9 635.8 790.8
Ore processed (000's) (100% basis)......................................... 2,390.7 443.9 460.6
Gold grade (gpt)........................................................... 5.00 12.40 11.27
Average gold recovery (%).................................................. 91 88 84
Gold equivalent production(1).............................................. 189,464 156,581 140,441
Number of employees........................................................ 756 379 419
SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):
Revenue.................................................................... $ 58.2 $ 41.7 $ 38.4
------------ ----------- -----------
Cost of production......................................................... 38.0 28.5 29.4
Inventory change........................................................... (1.5) (0.7) --
Site restoration cost accruals............................................. 1.5 0.2 0.1
Depreciation, depletion and amortization................................... 16.4 13.2 13.1
Care and maintenance....................................................... 0.6 0.9 4.1
Exploration................................................................ 1.9 0.3 --
------------ ----------- -----------
56.9 42.4 46.7
------------ ----------- -----------
Net earnings (loss)........................................................ $ 1.3 $ (0.7) $ (8.3)
============ =========== ===========
OTHER FINANCIAL INFORMATION:
Capital expenditures (millions) ........................................... $ 6.7 $ 7.9 $ 13.9
Unit costs:
Total cash costs per gold equivalent ounce produced...................... 201 182 209
Total cash costs per tonne milled........................................ 32 64 63
Total production cost per gold equivalent ounce.......................... 294 265 303
-------------------------
(1) 2002 gold equivalent production represents Kinross' 49% ownership
interest in the Porcupine Joint Venture commencing July 1, 2002. Prior
gold equivalent production represents Kinross' 100% interest in the Hoyle
Pond Mine.
Total cash costs and total production costs are non-GAAP measures. For
further information on these non-GAAP measures, please refer to the disclosure
under "Kinross Management's Discussion and Analysis of Financial Condition and
Results of Operations--Financial Results--Nine Months Consolidated
Results--Costs and Expenses--Operations-Summary," and "--Operations-Individual
Mine Disclosure--Porcupine (49% Ownership Interest), Canada."
For further information on the 2002, 2001, and 2000, results, refer to
the disclosure included under "Kinross Management's Discussion and Analysis of
Financial Condition and Results of Operations--Financial Results--Year-End
Consolidated Results--Costs and Expenses--Operations-Individual Mine
Disclosure--Porcupine (49% Ownership Interest), Canada."
85
PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES
The proven and probable reserves are sufficient for six years of
production. There is significant potential for additional reserves and resources
in the current property position controlled by the joint venture. Permitting
activities on the Pamour mine are underway.
Kinross' share of capital expenditures at the Porcupine Joint Venture
operations in 2002 were $6.7 million compared to $7.9 million during 2001. The
majority of capital expenditures for 2002 were required to further advance the
1060 ramp at the Hoyle Pond mine, underground development drilling at the Hoyle
Pond mine, surface fleet additions and plant modifications. The majority of the
expenditures are on the Hoyle Pond mine development, tailings dam and
underground equipment.
86
PORCUPINE JOINT VENTURE PROPERTY POSITION
[MAP DEPICTING LOCATION OF PORCUPINE JOINT VENTURE]
87
KUBAKA MINE, RUSSIAN FEDERATION
Kinross owns a 98.1% interest in the Omolon Gold Mining Company
("Omolon"), a Russian joint stock company. Omolon is operated under a
contractual agreement whereby an indirect subsidiary of Kinross is the operator
and manager. The major assets of the joint stock company are the Kubaka mine and
the Birkichan exploration project located in the Russian Far East. The majority
of Kinross' prior 54.7% ownership interest in the Kubaka mine was acquired in
the Kinam Merger on June 1, 1998.
On December 3, 2002, Kinross entered into purchase agreements with four
of the five Russian shareholders of Omolon. The four shareholders agreed to
tender their shares in Omolon and Omolon agreed to pay $44.7 million including
certain transaction costs for these shares. These transactions closed as at
March 26, 2003, increasing Kinross' interest in Omolon to 98.1% from 54.7%.
A report entitled "Technical Report on the Kubaka Project" dated February
2003 (the "Kubaka Report") has been prepared for Kinross by Scott Anderson,
mining engineer. The following summaries of the Kubaka Project have been
prepared from the Kubaka Report and, in some cases, are extracts from the Kubaka
Report.
PROPERTY DESCRIPTION AND LOCATION
The Kubaka open pit mine, infrastructure and mining concession covers
approximately 897 hectares located 320 kilometers south of the Arctic Circle and
938 kilometers northeast of the major port city of Magadan. The Kubaka pit
operated for six years from 1997 to 2002, producing slightly more than 430,000
ounces of gold annually.
Currently, the Kubaka Project consists of mineralized stockpiles and
three small, undeveloped underground projects. The underground projects have
been exploited in 2003 and will continue to be exploited in early 2004.
The Birkichan exploration project covers approximately 515 hectares and
is located 28 kilometers north of the Kubaka operations.
Omolon holds the license from the Russian government to operate the
Kubaka mine (the "Kubaka License"). The Kubaka License terminates in 2011,
subject to extension of up to an additional two years. The Kubaka License
establishes certain production requirements for the Kubaka mine and requires the
payment of a 3% royalty on the total value of the gold extracted. In 2002, the
Kubaka mine was subject to total royalty and production based taxes of 6.7%.
Kinross' proportionate share of royalties and production based taxes were $4.8
million in 2002 compared to $5.3 million in 2001.
The original Kubaka mining license was granted on January 17, 1995, it
was extended on November 21, 2000, and expires in 2008.
The stockpiles, the Kubaka underground mining operations, and the Tsokol
deposit are located on the original land allotment for the Kubaka project. The
"Right to Use Mineral Resources" was issued in 1995 and expires in 2015. The
original land allotment covered 885 hectares. With the addition of the explosive
storage area, the airstrip, the access road to the airstrip, and other minor
adjustments to the land allotted near the overburden stockpiles, the land
allotment currently comprises 927.8 hectares.
The Birkichan project is not included in the Kubaka land allotment. A
separate license has been granted to Omolon allowing exploration and mining
activities on the Birkichan project.
All requisite permits have been obtained for the mining and continued
operation of the Kubaka open pit mine and are in good standing. Kinross is in
compliance with the Kubaka and Birkichan permits in all material respects.
88
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
Access to the Kubaka mine is by air from Magadan or by a 362-kilometer
winter road from Omsukchan, and a 576-kilometer all weather road from Magadan to
Omsukchan. The winter road is generally open from mid-December until April and
is primarily used to ship the materials and supplies necessary for the next
year's production.
The Birkichan project is located 28-kilometers north of the Kubaka
project site. Winter access to the Birkichan project is by two routes; a 53
kilometer exploration trail from the Omolon winter road, or an alternate 45
kilometer route which has ecological sensitivities along the river but is far
superior especially for heavier equipment. Helicopter access is required during
spring thaw, fall freeze-up and summer high water periods. During the dryer
periods in the summer months, access to the site is by 4 x 4 vehicles.
The climate at Kubaka is characterized by long cold winters, lasting six
months or more. Summers vary between rainy and cool to very warm and dry. Snow
has fallen in all 12 months of the year. The mine operates in Arctic conditions.
Daylight varies from four to 20 hours per day. Temperatures range from below -52
degrees Celsius to above 32 degrees Celsius. Mean precipitation is approximately
40 centimeters annually.
The area is described as mountainous with some rugged topography. The
slopes have gentle concavity with a steepness of between 10 and 30 degrees. The
site is situated in permafrost. The natural vegetation at the site consists of
moss, low shrubs and small larch trees. In the valley bottom the ground surface
is hummocky and grass covered. The elevation ranges from 500 to 932 meters.
Water utilized in the mill for processing the ore is obtained from four
sources: fresh water from a well 650 meters south of the mill complex, fresh
water from the Dukat tailings dam immediately south of the mill, reclaimed water
from the tailings dam facility, and waste water from the sewage treatment plant.
Electrical power at Kubaka is generated at site with seven 3516
Caterpillar diesel generators, each producing 1,500 kilowatts. Generally, four
of the generators are utilized in the summer and five in the winter, providing
power for the crusher and mill complex, office, and maintenance shop. Three G72M
diesel generators, each producing 800 kilowatts, provide power for the man camp.
Typically only one of these is utilized at any time, with two on standby.
HISTORY
The Kubaka Deposit was discovered in 1979 during a geological survey
conducted by the State Geological Exploratory Expedition. While conducting a
group geological survey between 1983 and 1987, preliminary data on the
parameters and morphology of the orebodies and on the scales of mineralization
was obtained. Between 1986 and 1992, the Central Ore Zone and Northern Ore Zones
were explored in detail and confirmed the economic merit of developing the
project.
In 1987, a small open pit was operated with the ore being processed at
the Karamken and Omsukchan processing plants. In 1992, an 80,000 tonne per year
pilot process plant was constructed at the site and utilized a gravity/flotation
process.
In 1992, the comprehensive ore reserves of the Northern Ore Zones passed
State approval of reserves and were transferred to the Evensk stock society for
industrial development. Ore recovery began in 1993 with the ore processed at the
Karamken processing plant.
In 1992, ore reserves for the Kubaka Deposit were calculated and passed
State approval on July 19, 1993. In 1993, bidding was opened for commercial
development rights to the mineral resources of the Kubaka and Evenskoye
deposits. Omolon, a joint stock organization including five Russian partners and
Cyprus Amax won the bid and was issued the mining license for the Kubaka
deposit.
89
Construction of the mine and milling complex commenced in 1994 and was
completed at a total capital cost of approximately $242 million. This amount
includes certain financing costs, working capital and approximately $14 million
in capitalized interest. Commercial production was achieved at Kubaka on June 1,
1997. The mine and mill have continued operations since then except for a short
period in September 1998.
GEOLOGY AND MINERALIZATION
The Kubaka gold deposit is located in an area of highly weathered
Paleozoic volcanic rocks resting on a Precambrian crystalline basement. The
Kubaka ore deposit is an epithermal quartz-adularia vein system hosted by
volcanic rocks and their sedimentary derivatives. Kubaka is older than, but
otherwise very similar to, volcanic hosted epithermal gold deposits found in the
North American Western Cordillera.
The orebody was formed in the Devonian time period. It is located in a
caldera represented by a crest like depression about 2.5 kilometers in width and
4.2 kilometers in length. The strata are complex and consist of sedimentary
tuffs from the mid to late Devonian in age. Tuffs and sandy tuff units are the
main traps for the gold mineralization. These are a few meters to tens of meters
thick. The gold bearing fluids utilized the ignimbrites for conduits and are 40
to 60 meters thick.
The mineralization at Kubaka extends over a strike length of 3.5
kilometers with the underground mining operation having a strike length of 2
kilometers. The Birkichan project has a strike length of 2.5 kilometers and is
open along strike both to the northeast and the southwest.
Commercial grade mineralization is found in three steeply dipping veins:
North, Central, and Zokol. The Zokol is not economic due to technical and
hydrological issues. The main Kubaka vein is steeply dipping and outcrops at the
surface. The vein consists of massive to finely banded quartz. Gold and silver
(electrum and other minerals) occurs in quartz. The gold to silver ratio is
approximately one to one.
EXPLORATION
Kinross will focus its exploration activities to identify resources that
can be quickly converted into reserves and provide mill feed for the Kubaka
processing plant in 2004. Exploration expenditures in 2002 were $1.2 million.
Planned exploration expenditures in 2003 are $1.2 million.
DRILLING, SAMPLE AND ANALYSIS AND SECURITY OF SAMPLES
The project area has been explored using reverse circulation and diamond
core drilling, with the majority being diamond core drilling. The resource at
Kubaka has been drilled on 20-meter sections, and in areas of complex geology or
high grade, drill density is increased to 10-meter sections. The majority of the
diamond drill holes are drilled at right angles to the vein (typically dipping
70 to 75 degrees). All of the exploration and reverse circulation infill data is
included in the geologic model.
Sample recovery for all the sampling methods is high. Very little water
has been encountered in both the diamond drilling and reverse circulation
drilling.
Samples are delivered to the assay department under direct control of the
geology department. All information is checked and verified by the geological
staff prior to entry into the geological database that is used to create the
resource models.
The local geologists and the technical services departments of Kinross
have developed the geological models. The reconciliation of the Kubaka geology
models with mining to date indicates a good (correlation between the resource
model and production) geological representation of the deposit by the block
model.
Drill and other exploration samples collected for use for geological
modeling and resource estimation have been under the direct supervision of the
geological department and delivered to the assay laboratory under secure
conditions. 10% to 15% of all samples are resubmitted to the site laboratory as
check samples. This includes all
90
exploration, infill, and production samples. Also, check samples are sent to
labs in the United States, Canada, and Irkutsk.
Over the last four years systematic but wide spaced exploration drilling
at the Birkichan gold prospect has partially identified a mineral deposit with
narrow high grade structures. Detailed drilling in the central Mezinitz valley
has outlined several near surface subparallel zones with potential for an open
pit. The low-grade mineralized zone hosting the higher-grade structures remains
open in two directions and the overall potential to expand resource is good.
MINERAL RESERVE AND RESOURCE ESTIMATES
The following table sets forth the estimated proven and probable reserves
for the Kubaka mine as at December 31, 2002, and 2001, and represents 100% of
the Kubaka deposit, in which Kinross holds a 98.1% interest:
2002 2001
------------------------------------------------ ------------------------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ----- ------- ------ ----- -------
(000'S) (GPT) (000'S OZ) (000'S) (GPT) (000'S OZ)
Proven 1,682 4.46 242 1,119 9.81 353
Probable 61 22.62 44 448 19.93 287
----- ----- -- ----- ----- ---
Total 1,743 5.09 286 1,567 12.70 640
===== ==== === ===== ===== ===
In addition to proven and probable reserves, as at December 31, 2002, the
Kubaka deposit includes an estimated 0.3 million tonnes of measured and
indicated resources at an average grade of 11.05 grams of gold per tonne. United
States investors are advised that the terms "measured resources" and "indicated
resources" are recognized by Canadian regulations but not by the United States
Securities and Exchange Commission. United States investors are cautioned not to
assume that all or any part of mineral deposits in these categories will ever be
converted into proven and probable reserves.
MINING AND MILLING OPERATIONS
Open pit mining ended in October 2002. Kinross has commenced processing
the low-grade stockpiles and will supplement this with underground ore from the
North High Wall, Center Zone, and North Vein at the beginning of the second
quarter of 2003.
The underground projects represent extensions of the Kubaka ore zone that
could not be recovered through open pit mining. They will be mined with
conventional shrinkage and long-hole mining methods. These three underground
mining areas have ore mining widths ranging from one meter to six meters and
contain grades in excess of 10 grams per tonne.
The North High Wall underground mining operation will be partially
accessed from existing adits in the pit high wall. Two additional drifts will be
driven on the bottom of the ore allowing the ore to be mined via a long-hole
mining method. The Center Zone is located in the bottom of the pit and will be
accessed with a spiral ramp. The ore will be mined with a long-hole mining
method. The North Vein will be accessed from an existing drift and will be mined
utilizing a shrink stoping method. The existing drift and some of the other
development will be slashed to allow access by the load haul dump units. One
stope is ready to be mined and two additional stopes, along the strike, will be
developed.
91
The mineralized stockpiles will be depleted in first quarter 2005. The
Kubaka underground operations (the North High Wall, the Central Zone, and the
North Vein), will be exhausted by January 2004.
The mineralized stockpiles are located varying distances from the crusher
yard. Slightly less than half the mill feed for 2003 will come from stockpile 6,
located 1.1 kilometers from the crusher yard. The remaining feed derived from
stockpiles is located 1.9 kilometers from the crusher yard, in stockpile 3. Both
of these stockpiles will be transported to the crusher yard with existing
equipment at site. The stockpiles are frozen and require blasting to loosen the
material for processing.
The processing facility at Kubaka is a standard carbon-in-pulp milling
process. The mill processes ore on a 24 hour per day, 365 day per year schedule.
The stockpiled ore is loaded into and crushed in the jaw crusher and conveyed to
a crushed ore stockpile. The crushed ore is reclaimed and ground in a
semi-autogenous grinding mill followed by a ball mill. The ground ore is
thickened, and then leached in a cyanidation circuit. The grind thickener
overflow flows through a carbon column circuit to recover any gold leached in
the grinding circuit. The cyanidation circuit has four stages of leaching,
followed by a six stage carbon-in-pulp circuit. The loaded carbon from the
carbon circuits is stripped of the gold and silver in a pressure stripping
circuit. Gold and silver are then recovered in electrowinning cells and smelted
to produce dore bullion. As at December 31, 2002, the mill had processed
4,505,217 tonnes resulting in 2,589,697 recovered gold ounces.
The Kubaka operations maintain the highest standards of environmental
compliance and monitoring. An environmental engineer supported by staff in the
Magadan office and in the Kinross Technical Services Department, conducts
various daily, weekly, and monthly monitoring activities in and around the
project site to assure environmental compliance.
Reclamation activities started in the second year of production, 1998.
Areas are actively reclaimed and seeded as mining progresses. Through 2002, 60
hectares had been fully reclaimed and an additional 51.4 hectares have been
partially reclaimed (top soil is placed, but it has not been seeded). In 2003,
the plan is to fully reclaim an additional 30 hectares.
If the exploration is not successful, the tailings facility will be
capped in spring of 2005. The remainder of the reclamation activities will be
completed in the spring and summer of 2005.
The underground project returns an operating profit over the duration of
the project life.
92
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold production, operating and
financial information relating to the Kubaka mine for the three years ended
December 31, 2000, 2001, and 2002. The gold equivalent production is based on
Kinross' 54.7% interest in the Kubaka Mine as at December 31, 2002.
YEARS ENDED DECEMBER 31,
-----------------------------------------------
2002 2001 2000
---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION
Tonnes mined (000's) (100% basis)................................. 6,227.5 9,938.9 11,510.9
Ore processed (000's) (100% basis)................................ 849.9 889.3 856.8
Gold grade (gpt).................................................. 14.93 15.28 16.28
Average gold recovery (%)......................................... 98 98 98
Gold equivalent production(1)..................................... 220,972 237,162 244,641
Number of employees............................................... 374 466 441
SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):
Revenue........................................................... $ 71.5 $ 71.3 $ 72.1
--------- ---------
Cost of production................................................ 29.3 33.1 34.0
Inventory change/other............................................ (1.5) 1.0 (1.1)
Site restoration cost accruals.................................... 0.8 0.4 0.8
Depreciation, depletion and amortization.......................... 20.1 24.0 30.8
Interest expense.................................................. 0.3 2.0 3.5
Exploration....................................................... 1.2 2.1 2.3
Other............................................................. -- -- (0.4)
--------- --------- ---------
50.2 62.6 69.9
--------- ---------
Earnings (loss) before taxes...................................... 21.3 8.7 2.2
Income and mining taxes........................................... 6.2 4.3 4.1
--------- --------- ---------
Net earnings (loss)............................................... $ 15.1 $ 4.4 $ (1.9)
========= ========= =========
OTHER FINANCIAL INFORMATION:
Capital expenditures (millions)................................... $ 0.1 $ 0.4 $ 0.1
Unit costs:
Total cash costs per gold equivalent ounce produced $ 133 $ 140 $ 139
Total cash costs per tonne milled............................... $ 63 $ 68 $ 73
Total production cost per gold equivalent ounce................. $ 227 $ 227 $ 268
-------------------------
(1) Gold equivalent production represents Kinross' 54.7% ownership interest
in the Kubaka mine as at December 31, 2002, 2001, and 2000.
Total cash costs and total production costs are non-GAAP measures. For
further information on these non-GAAP measures, please refer to the disclosure
under "Kinross Management's Discussion and Analysis of Financial Condition and
Results of Operations--Financial Results--Nine Months Consolidated
Results--Costs anD Expenses--Operations-Summary," and "--Operations-Individual
Mine Disclosure--Kubaka (98.1% Ownership Interest), Russia."
For further information on the 2002, 2001, and 2000, results, refer to
the disclosure included under "Kinross Management's Discussion and Analysis of
Financial Condition and Results of Operations--Financial Results--Year-End
Consolidated Results--Costs and Expenses--Operations-Individual Mine
Disclosure--Kubaka Mine (54.7% Ownership Interest), Russia."
93
PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES
Kinross' share of capital expenditures at the Kubaka operations in 2002
was $0.1 million compared to $0.4 million during 2001.
The Kubaka underground project consists of three small independent
underground mining projects, two associated with the exhausted Kubaka pit, the
Central Zone and the North High Wall, with the third adjacent to the pit, the
North Vein. The capital cost of the underground project is estimated at
approximately $2 million to purchase and deliver equipment and supplies to start
underground development. Additionally, it is expected that operating
expenditures of $3.3 million will be incurred to mine and recover 79,165 gold
equivalent ounces from the three separate underground developments.
94
KUBAKA SITE PLAN
[GRAPHIC DEPICTING KUBAKA MINE]
95
LA COIPA MINE
A report entitled "Technical Report La Coipa Mine, Chile" dated May 5,
2003 (the "La Coipa Report"), has been prepared for Kinross by AMEC E&C Services
Limited ("AMEC") and authored by Maryse Belanger, P.Geo. The following summaries
of the La Coipa mine have been prepared from the La Coipa Report and, in some
cases, are extracts from the La Coipa Report. Kinross acquired the La Coipa mine
in its combination with TVX.
PROPERTY DESCRIPTION AND LOCATION
The La Coipa mine is located in the Atacam Region of northern Chile,
approximately 1,000 kilometers north of Santiago and 140 kilometers northwest of
the community of Copiapo, Chile. The mine is operated by a Chilean contractual
company, Compania Minera Mantos de Oro ("MDO"), a joint venture between a
wholly-owned subsidiary of Placer Dome (50%) and Kinross (50%). There are three
known deposits remaining within the government-approved La Coipa mining area:
Coipa Norte and Brecha Norte are currently being mined by open pit methods, and
Can-Can is planned for exploitation beginning in 2005. MDO is actively exploring
in the district.
The La Coipa mine consists of approximately 7,500 hectares of mineral
claims, of which the principal ones are Indagua, Marta, Escondida, Candelaria,
Eduardo, and Chimberos.
MDO has obtained a series of permits that allow exploration and mining
activities to proceed in the La Coipa area. No other permits need to be
obtained. MDO's land position includes 57 exploitation concessions covering
14,827 hectares and 38 exploration permits covering 6,600 hectares.
The exploration permits are valid for a two-year period from the date
they are declared in force and can be renewed once for another two-year period.
Thereafter the size of the exploration permit area must be reduced by half. MDO
can elect to apply for mining concessions in areas where exploration concessions
are held.
The exploitation or mining concessions can be held indefinitely as long
as the annual fees are paid to keep the permits in good standing. The
exploitation permits covering the La Coipa area give MDO the right to extract
the ore and to sell the final products into the open market.
The corporate income tax rate is forecast at 16.5% in 2003 and 17% for
subsequent years. Depreciation and amortization of capital costs is allowed as a
deduction in the calculation of taxable income. Corporate taxes are estimated at
$2.4 million in 2003. An annual fee of $55,000 is also assessed to maintain the
mining claims in good standing.
No royalties are applicable on gold and silver produced from the mine,
but an annual preferred dividend of $1.8 million is payable. The joint venture
partners receive disbursements from the operation via common dividends from MDO.
A 35% withholding tax is applicable on all dividends disbursed to foreign
shareholders, less the corporate income tax already paid.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
The La Coipa mine is located approximately 1,000 kilometers north of
Santiago in Copiapo Province in the Atacama Region of the Chilean Andes. Access
is by a 140 kilometer road of which 30 kilometers are paved, from the regional
center of Copiapo, which is served daily by commercial airline from Santiago.
The nearest port, Caldera is 80 kilometers west of Copiapo. The mine is
connected to the national power grid system.
The mine lies in the Domeyko Cordillera at an elevation of between 3,800
and 4,400 meters, the plant site being at 3,815 meters. Current and future
mining operations are at elevations ranging from 4,040 meters to 4,390 meters.
The climate is considered pre-arid Mediterranean, subject to low
temperatures, strong winds and some snow during the winter. Despite the adverse
climate, mining operations are performed year-round without interruption.
96
Temperatures range from a high of 25 degrees Celsius to a low of -10 degrees
Celsius. Water is scarce in the area, but the Salar de Mericunga provides
sufficient water to fulfill industrial needs through an approximately 40
kilometer pipeline. Vegetation is sparse.
HISTORY
The earliest written information about La Coipa as a precious metal
prospect dates back almost a century, when a small underground copper-silver
mine was in operation about 2 kilometers southeast of the present day
operations. Regional resources have been sporadically exploited since then, but
the La Coipa area itself did not receive any attention from exploration
geologists until the late 1970s.
TVX acquired an initial indirect 49% interest in the La Coipa mine in
June 1988 from companies controlled by Eike Batista, Roberto Hagemann Gerstmann
and Jozsef Ambrus, which at the time held the remaining 51% interest. Pursuant
to the La Coipa acquisition agreement dated January 25, 1989, Placer Dome
acquired a 50% indirect interest in the La Coipa mine from both TVX and
companies controlled by Messrs. Batista, Gerstmann and Ambrus, pro rata as to
their respective interests in the La Coipa mine. The La Coipa acquisition
agreement also provided for the future operation of the La Coipa mine and the
respective responsibilities of the joint venture parties. As a result of this
transaction, TVX's indirect interest in the La Coipa mine was reduced to 24.5%
and the indirect interests of Messrs. Batista, Gerstmann and Ambrus was reduced
to 25.5%. Between 1989 and 1994, TVX increased its ownership in the La Coipa
mine to 50%.
GEOLOGY AND MINERALIZATION
The La Coipa ore deposit forms part of a precious metal epithermal
system, located in the northern Chilean tertiary volcanic belt which is
generally known as the Maricunga belt. Three main mineralized zones are found at
La Coipa: Ladera-Farellon and Coipa Norte, about three kilometers apart, and the
Chimberos deposit approximately 25 kilometers northeast of the 15,000 tonnes per
day plant.
The eastern portion of Coipa Norte and Farellon show high gold grades
associated with advanced argillic alteration (alunite -- kaolinite -- dickite,
quartz), semi-tabular forms and ore hosted mainly in the triassic-sedimentary
rocks. Ladera and western Coipa Norte have high silver-to-gold ratios,
mushroom-like shapes and are hosted in the tertiary pyroclastic unit. Ladera is
mainly associated with a vuggy-silica alteration and western Coipa Norte with
silicification.
The most common precious metal-bearing minerals are cerargyrite, several
other silver halide complexes, native silver, electrum and native gold as free
particles in the size range of 0.5 to 50 microns. Sulfides such as pyrite,
chalcopyrite, covellite, tennantite-tetrahedrite, enargite, galena and
sphalerite have also been detected by deep drilling in the unoxidized zone and
in some isolated cores included in the oxidized zone. Mercury is common in all
the deposits and occurs as calomel.
All the known reserves at La Coipa are found in oxidized zones. Both
Ladera and the silver orebody in Coipa Norte are located in the western and
upper portions of the mineralized zones. At Coipa Norte, the silver orebody
outcrops are closely associated with pervasively silicified rocks. The presence
of bedded outflow material and geyserites suggest that this area has not been
subjected to significant erosion. At Ladera, however, the upper portion of the
host pyroclastic sequence is strongly leached and practically barren, suggesting
secondary enrichment as the source of the high silver in the ore. The
mushroom-like part of the Ladera orebody is also broader and more lens-like than
the one at Coipa Norte.
97
EXPLORATION
Exploration work in the La Coipa district started in the late 1800s and
has been ongoing since, although the property ownership has changed a number of
times. Modern exploration techniques have been implemented starting in the late
1970s to early 1980s. They included geological mapping, geochemistry, channel
sampling, drilling and 800 meters of underground development.
TVX's share of exploration expenditures totaled $0.7 million during 2002.
Kinross' share of the planned exploration spending for 2003 is $1.1 million.
DRILLING, SAMPLE AND ANALYSIS AND SECURITY OF SAMPLES
Various drilling methods and sampling protocols have been used at La
Coipa. Diamond drill holes completed during the exploration phase were
systematically sampled in 2 meter intervals. Half the core was sent for assaying
and the other half stored in a warehouse near the camp. Reverse circulation
holes for both exploration and in-pit drilling are sampled in 2 meter long
"runs." All drill chips are also stored in the same location as the core.
Since 1984, a total of 97,225 meters in 2,002 holes has been completed in
the La Coipa mining area. Most of the exploration drilling was completed with
reverse circulation holes. All exploration holes are surveyed by the mining
surveyors. These holes have also been down-hole surveyed at about 20 meter
intervals. Most of the exploration holes are inclined holes.
Drill core is delivered to the exploration storage building located by
the camp at the mine complex. A geologist completes a written log for the hole
that includes geological and geotechnical information. The geological data
include identification of specific geological formations, color, alterations,
presence and visual estimate of sulphide and oxide minerals, nature of fracture
filling and a detailed geological description of the core that includes textural
and lithologic characteristics, contact styles and mineralization. Geotechnical
data are also recorded. Structures are described with measurements to determine
top, bottom, orientations and dip angles.
Standards are inserted by the mine laboratory. Duplicate analyses are
done from time to time at independent labs, including pulp duplicates of
selected samples.
The lab carefully monitors MDO's performance in all aspects of sample
preparation and assaying for exploration activities, the mine, the plant and the
refinery. Analyses are performed at the mine laboratory, with some exploration
samples sent to an outside laboratory. The La Coipa lab performs numerous
control checks when the drill or blast hole samples are received for preparation
and analysis. The lab department uses a set of quality assurance and quality
control protocols to monitor its own performance.
98
MINERAL RESERVES AND RESOURCES ESTIMATES
The following table sets forth the estimated proven and probable reserves
for the La Coipa mine as at December 31, 2002, and 2001, and represents 100% of
the La Coipa deposits, in which Kinross holds a 50% interest:
2002 2001
-------------------------------------------------- --------------------------------------------------
GOLD SILVER GOLD SILVER
TONNES GRADE GRADE TONNES GRADE GRADE
------ ----- ----- ------ ----- -----
(MILLIONS) (GPT) (GPT) (MILLIONS) (GPT) (GPT)
Proven 28.1 1.15 58.3 34.3 1.14 57.5
Probable 7.5 1.05 47.4 7.4 1.43 54.5
--- ---- ---- --- ---- ----
Total 35.6 1.13 56.0 41.7 1.19 56.9
==== ==== ==== ==== ==== ====
2002 2001
------------------------------ ------------------------------
GOLD SILVER GOLD SILVER
CONTENT CONTENT CONTENT CONTENT
------- ------- ------- -------
(000'S OZ) (000'S OZ) (000'S OZ) (000'S OZ)
Proven 1,036 52,590 1,260 63,410
Probable 254 11,486 336 13,014
----- ------ --- ------
Total 1,290 64,076 1,596 76,424
===== ====== ===== ======
In addition to proven and probable reserves, as at December 31, 2002, the
La Coipa mine has an estimated 0.8 million tonnes of measured and indicated
resources at an average grade of 0.53 grams of gold per tonne. United States
investors are advised that the terms "measured resources" and "indicated
resources" are recognized by Canadian regulations but not by the United States
Securities and Exchange Commission. United States investors are cautioned not to
assume that all or any part of mineral deposits in these categories will ever be
converted into proven and probable reserves.
MINING AND PROCESSING
The La Coipa mine currently operates two conventional open pits: Coipa
Norte, and Brecha Norte. A third pit, Can-Can, is scheduled to commence in 2005.
The current pits are mined on 10 meter benches with the final highwall
developed in a double-bench configuration.
The decision was made during 1997 to develop the Chimberos high-grade
silver deposit and work commenced in the fourth quarter of 1997. Milling of the
Chimberos ore commenced in July, 1998 and was completed in August, 1999.
Following the completion of the milling of the Chimberos ore in August, 1999,
production came from the reserves at La Coipa. In 2001, production from the
Ladera-Farellon open pit ceased and mining activities focused on the Coipa Norte
open pit which is to provide the majority of mill feed until 2007.
In the milling process, ore is crushed, then ground in a circuit
incorporating a semi-autogenous mill with a pebble crusher and two ball mills. A
new crushing system installed in October, 1999 allows throughput of up to 17,000
tonnes per day. The ground ore is leached, then filtered and washed to separate
out the tailings, and the solution is passed through a Merrill-Crowe plant. The
precipitate is then sent to the refinery.
Process plant gold and silver recoveries are forecast at approximately
80% and 60%, respectively. This compares to actual average recovery of 82.8% for
gold and 63% for silver over the past three years.
99
Water and power supplies are critical infrastructure aspects of the La
Coipa mine. Water requirements for the 15,000 tonnes per day plant are 100
liters per second and are obtained from underground springs which feed the Salar
de Maricunga, a saltwater lake 38 kilometers from the mine site. The water is
pumped via a pipeline built by MDO from the springs to the plant site. Power for
the 15,000 tonnes per day plant is supplied by the National Power grid from a
tie-in approximately 88 kilometers from La Coipa. MDO has built a substation at
Carrera Pinto which ties the line from the mine site into the grid.
The dore produced at the mine is shipped to refineries in the United
States and England, with gold and silver credited to MDO metal accounts. The
gold and silver are sold into world markets at spot prices.
The La Coipa mine received an ISO 14001 certification in July 2002 and
there are comprehensive procedures in place in the event of a safety or
environmental incident. The most significant environmental issue at the mine is
mercury contamination of the Campamento Aquifer. A processing plant incident in
1995 resulted in mercury-contaminated tailings being discharged at the tailings
site. Mercury-contaminated water has been detected in the aquifer since that
time. The mercury concentration in the water is adversely affected but the low
aquifer flow rates, estimated at 10 liters per second to 15 liters per second,
reduce the rate of impact. This compares with 1,500 liters per second in the
aquifer that serves as the source of water for the mine.
As a remedial measure, MDO installed a fence of wells to intercept and
divert uncontaminated water through a pipeline around the problem area. Other
wells were also installed below the tailings area to collect contaminated water,
which was then pumped to the process plant for recycling. These measures were
not entirely successful, and so a water treatment plant was constructed further
downstream in 1999. The aquifer water is intercepted and passed through a resin
filter at the treatment plant where mercury is removed. It is not known how long
the plant, which is effective in removing mercury contamination, will have to
operate after mine closure.
Mine closure costs are estimated at $13.5 million. This includes costs to
demolish and remove plant site buildings, secure the pit area and prevent a
safety hazard to the public, and operate the water treatment facility for up to
20 years. Because of the lack of vegetation in the area no major revegetation or
resloping activities are currently proposed. Small-scale experimentation with
growing plants in the arid climate is currently underway, and further
field-testing is planned prior to closure.
100
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold and silver production and
operating data relating to the La Coipa mine for the three years ended December
31, 2002:
YEARS ENDED DECEMBER 31,
--------------------------------------------------
2002 2001 2000
---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:
Total tonnes mined (000's) (100% basis)........................... 31,734.0 34,001.0 30,342.0
Total tonnes processed (000's) (100% basis)....................... 6,343.0 6,347.0 6,012.0
Gold grade (gpt)................................................ 1.1 0.7 0.8
Silver grade (gpt).............................................. 58.25 90.12 89.80
Average gold recovery (%)....................................... 84.7 82.4 83.4
Average silver recovery (%)..................................... 60.5 65.9 63.3
Production (ounces)
Gold(1)......................................................... 95,989 58,424 76,363
Silver(1)....................................................... 3,594,763 6,059,869 5,546,274
Gold equivalent(1).............................................. 149,284 155,915 174,706
Number of employees............................................... 446 442 434
SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):
Revenue........................................................... $ 46.3 $ 41.4 $ 48.9
------------- ------------ ------------
Cost of sales 33.6 32.1 37.2
Depletion and depreciation........................................ 12.7 16.3 13.9
Mining property write-down -- 13.0 --
Interest expense.................................................. 0.2 0.3 0.4
Exploration....................................................... 0.7 0.3 0.8
Other............................................................. (0.5) 0.6 8.6
------------- ------------ ------------
46.7 62.6 60.9
------------- ------------ ------------
Loss before the undernoted........................................ (0.4) (21.2) (12.0)
Income taxes (recovery)........................................... 0.8 -- (1.3)
Minority interests and participation rights....................... (0.6) (10.6) (5.4)
------------- ------------ ------------
Net (loss)........................................................ $ (0.6) $ (10.6) $ (5.3)
============= ============ ============
OTHER FINANCIAL INFORMATION:
Capital expenditures (millions)................................... $ 0.8 $ 6.0 $ 6.1
Unit costs:
Cash cost per gold equivalent ounce............................. $ 226 $ 210 $ 211
Cash cost per tonne milled...................................... $ 11 $ 10 $ 12
Total production cost per gold equivalent ounce................. $ 312 $ 317 $ 290
-------------------------
(1) Gold, silver and gold equivalent production represents 50% of the
historic production at the La Coipa mine.
Total cash costs and total production costs are non-GAAP measures. For
further information on these non-GAAP measures, please refer to the disclosure
under "Kinross Management's Discussion and Analysis of Financial Condition and
Results of Operations--Financial Results--Nine Months Consolidated
Results--Costs and Expenses--Operations-Summary," and "--Operations-Individual
Mine Disclosure--La Copia (50% Ownership Interest), Chile."
101
PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES
The proven and probable reserves are sufficient for six years of
production. The mine is scheduled to cease production in 2008 if additional
reserves are not found; however, there is significant potential for additional
reserves and resources near the present mine site.
Capital expenditures at the La Coipa mine in 2002 was $0.8 million
compared to $6.0 million during 2001.
[GRAPHIC DEPICTING LA COIPA MINE]
102
CRIXAS MINE
The Crixas mine is owned by Mineracao Serra Grande, S.A. ("MSG"), which
in turn is 50% owned by Newinco Comercio e Participacoes Limitada, a Brazilian
corporation wholly owned by Kinross, and 50% by Brazilian affiliates of
AngloGold. Kinross acquired the Crixas mine in its combination with TVX.
A report entitled "Independent Technical Report for Crixas Mine, Brazil"
dated April 2003 (the "Crixas Report") has been prepared for Kinross by Steffen,
Robertson and Kirsten (Canada) Inc. ("SRK Consulting") and authored by Dr. John
Arthur, Cgeol FGS, Ceng MIMM, consulting mining geologist, Ken S. Reipas, P.Eng,
principal mining engineer. The following summaries of the Crixas mine have been
prepared from the Crixas Report and, in some cases, are extracts from the Crixas
Report.
PROPERTY DESCRIPTION AND LOCATION
The Crixas mine is situated in central Goias State, Brazil, approximately
250 kilometers northwest of Goiania, the state capital, and three kilometers
from the town of Crixas. The Crixas mine constitutes two currently operating
underground gold mines accessed by decline, Mina III and Mina Nova; three
orebodies that have been accessed by underground development, Corpo SUL, Corpo
IV, and Corpo V; and two orebodies under evaluation, Forquilha and Palmeiras.
The maximum production capacity of the mining complex is 740,000 ore tonnes
treated per year, constrained by the single ball mill in the grinding circuit.
MSG has interests in mineral rights covering a total area of 15,488
hectares. These interests include two mining leases covering a combined area of
1,947 hectares, 15 exploration licenses over an area of 10,522 hectares and four
exploration applications awaiting renewal covering further areas totaling 3,019
hectares. Mining licenses are renewable annually and have no expiry date.
Generally, exploration licenses are valid for three years, extendable for
additional two years.
The Crixas mine is exposed to potential environmental liabilities related
to the tailings storage area; waste rock storage on surface; industrial plant
site; site water management; and mining lease MM2286/35 (area of historical
mining by local miners or Garimpeiros). Preventive measures have been taken to
limit any potential environmental liabilities.
With regards to the MM2286/35mining lease, there is an area where
currently, approximately 100 Garimpeiros, are conducting small scale mining
operations. This mining is illegal under Brazilian law, and has been ongoing for
many years. Mercury has been used to recover gold, and there is mercury
contamination in this area. These conditions existed when MSG purchased the
mining rights. MSG has prepared a thorough report documenting the existing
conditions in the area of the Garimpeiros. Current agreements state that MSG is
not responsible for the rehabilitation of the existing contamination. The cost
of rehabilitation has not been studied.
MSG's mining operation at Crixas is subject to a mining tax equal to 1%
of net sales and a tax on profit equal to the greater of: (a) 34% of actual
profit and (b) 3% of net sales. MSG is currently paying tax at a rate of 3% of
net sales from 2000 to 2004, when it will begin paying tax of 34% of profits.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
Access to the area is by a paved road which links the town of Crixas and
the Belem-Brasilia highway 120 kilometers to the southeast. There is an airstrip
suitable for small aircraft outside the town of Crixas.
In the area of the Crixas mine, the topography is slightly undulated with
vegetation close to savannah type ("cerrado") with medium to small trees. The
elevation of the mine office is 385 meters.
The climate is characterized by two well defined seasons; the rainy
season with heavy precipitation and the dry season with low humidity values. The
rainy season is from October to March, with the remaining months hot
103
and dry. Annual rainfall is approximately 150 centimeters. Operations run year
round, with minimal disruptions due to weather.
Most of the labor force resides in houses located in Crixas, three
kilometers from the mine site. The mine employs a total of some 564 workers made
up of 445 direct employees and 119 contractors. Generally, the contracted
services include employee transportation (by road), housekeeping and meals,
backfill haulage, exploration and site security.
Domestic water for the mine is supplied from wells. These wells also
supply the small amount of process make up water that is required. Due to the
high amount of annual rainfall, water recycling practices, and system of water
holding tanks on surface and underground, very little make up water is needed
for the process plant or the underground mines. Electrical power is supplied to
the site by a 135 kilometers power line connected to the national grid.
The mine has established surface areas for tailings disposal, waste
disposal and for mineral processing. These are all sufficient to meet the future
needs as defined by the life of mine plan. In the case of the tailings storage,
the impoundment dam will be raised an additional five vertical meters.
HISTORY
In January 1991, TVX acquired all of the issued and outstanding shares of
two wholly-owned subsidiaries of Inco Limited ("Inco") which held certain gold
exploration, development and mining interests for an estimated 83 million shares
of TVX. This transaction included a 50% interest in Mineracao Serra Grande S.A.,
which owns the Crixas mine in Brazil.
Inco first began geological, geochemical and geophysical reconnaissance
work in the Crixas region in 1973. Detailed geological mapping and ground
magnetic surveys were completed and diamond drilling was conducted from 1973 to
1976. In 1976, Inco discovered gold mineralization below a group of excavations
known as the Mina III Old Workings and began concentrating its effort in that
area.
Subsequently, Inco decided to seek a partner to help fund further
exploration and development and, in April 1983, Kennecott Corporation signed an
option agreement to earn a 50% interest in the project. This agreement required
the submission of a feasibility study and the commitment to spend $21 million.
In 1986, Kennecott Corporation sold its participation in the project to an
affiliate of Anglo American, which continued underground development and
exploration and completed a bankable feasibility study in 1987.
On October 16, 1987, the decision was made to proceed with the
development of a mine and associated processing facilities having an annual
throughput of 400,000 tonnes at a total capital cost of $73 million. Mining
started in 1987 with ore being stockpiled on the surface. Development was
largely completed by the end of 1989, enabling successful testing of the
metallurgical circuit to take place through the fourth quarter of 1989. Initial
dore bullion associated with this testing was poured on November 14, 1989.
Initial gold sales from the project occurred in January 1990.
In 1995, the annual site throughput was increased from 450,000 to 485,000
tonnes. The maximum annual throughput has subsequently been increased to 740,000
tonnes by feeding finer material to the ball mill.
GEOLOGY AND MINERALIZATION
The Crixas property is situated in the Crixas greenstone belt in the
State of Goias in central Brazil and forms part of a well-preserved tract of
Archean terrain which is composed of three slightly arcuate strips or belts of
volcano-sedimentary rocks trending in an approximately north-south direction. It
is intruded by granitic rocks and, in places, is partially covered by the Middle
Proterozoic Araxa Group.
The Mina III gold deposit occurs within folded metavolcanic and
metasedimentary rocks of the Ribeirao das Antas Formation of Archean age. These
rocks are well foliated, upper greenschist facies consisting largely of
104
chlorite, biotite, graphite, carbonate and feldspar plus minor chloritoid and
garnet. Although uniformly foliated, the schists do not commonly exhibit joints
or shears.
The Mina III deposit is a stratabound deposit. Mineralization occurs
within three stratagraphic horizons referred to as the Upper, Intermediate and
Lower Ore Zones. The ore grade portions of the three horizons are markedly
elongated in a west-northwest direction and are stacked vertically above one
another. About 60 meters of barren rock separate each ore zone from the next
overlying zone.
The Upper Zone ore is geologically complex and includes massive sulphide
ore, chloritoid-garnet ore with lesser amounts of arsenopyrite, pyrrhotite and
magnetite and sericite ore, a quartz-sericite schist with minor disseminated
arsenopyrite and pyrrhotite. The Intermediate Zone ore is very similar to the
Upper Zone and is sandwiched within a dolomite unit. This zone is less
continuous than the other zones. The Lower Zone ore is associated with a very
persistent metachert horizon which has been traced by drilling for 1,800 meters
down plunge. Gold mineralization occurs within the metachert, at the footwall of
the chert and in the foot and hangingwall of the graphite schists.
The Mina Nova orebody lies two kilometers north of Mina III and occurs as
a series of elongate tabular bodies, horizontal in the east and dipping in the
west. Mineralization occurs as disseminated sulphides, predominantly Pyrrhotite,
hosted in graphitic schist. Abundant quartz mineralization occurs at the base of
the mineralized sequences. The hangingwall is well defined and marked by a sharp
increase in the percentage of arsenopyrite present. The basal quartz
mineralization carries fine grained free gold and during the mining process this
unit is preferentially mined as dilution over the hangingwall. Minor quartz
carbonate veining occurs with pyrrhotite and indicates areas of elevated grade.
EXPLORATION
TVX's share of exploration expenditures totaled $0.5 million during 2002.
Kinross' share of the planned exploration spending for 2003 is $0.4 million.
DRILLING, SAMPLE AND ANALYSIS AND SECURITY OF SAMPLES
The sampling methodology at Crixas is dependent on the particular orebody
being investigated and has a direct influence on the classification category
applied to the resources and reserves. There are three primary sources of
information, surface and underground diamond drilling and underground chip
sampling.
The surface drilling is used, primarily, for exploration and delineation
of the orebody at depth. Underground drilling is used for improving confidence
in the location and form of the orebody and for definition of inferred and
indicated resources. The chip sampling is used, along with the drilling results,
for calculation of grade of the measured and indicated resources and for
locating the hangingwall and footwall contacts for mining.
Surface drilling is carried out by conventional diamond core drilling
using NQ and BQ barrels. Drill samples are taken at 1 meter intervals with a 20%
variance in sample length to take account of significant geological contacts.
The average recovery is noted as being quite high in excess of 95%. Given the
competency of the rock and the general ground conditions it is unlikely that
there would be significant core loss when drilling in the vicinity of the
orebody.
Surface drilling is carried out at 25 to 50 meters spaced intervals along
drill lines spaced approximately 100 meters apart. Drilling is generally carried
out with orientations to the east-southeast in order to provide the best
intersection with the orebodies. Downhole surveys are carried out at 15 meters
intervals using Sperry Sun and Tropari instruments. All core is sawn in half
with one half provided for assay and the remaining half retained for data
verification work.
AX core is obtained from underground drilling and is used for sampling of
indicated panels in order to bring them into the measured category. As with the
surface drilling, the sampling is carried out at one-meter
105
intervals. The whole core sample is crushed for sampling owing to the small
diameter of the AX core and therefore detailed geological logging is necessary
prior to crushing.
At the Upper Zone in Mina III, the drilling is carried out in a 360
degree fan pattern in order to define the lateral extent of the discontinuous
lenticular sulphide orebodies. Drill sections are spaced at 15 to 20 meter
intervals along development drives. The mineralization in the Lower Zone tends
to be more continuous and drilling is carried out on drill lines 30 meters
apart. Drilling is carried out from development drives parallel to the plunge
direction.
The majority of the underground sampling is carried out using what is
referred to as channel sampling. The method would more accurately be described
as chip sampling. Chip samples are collected on two-meter intervals along
development drives and in raises developed through the orebody between levels.
Samples are collected in one-meter intervals starting approximately one-meter in
the footwall. The footwall can generally be defined visually in the drives and
stopes and the quartz orebodies, in particular, are easily identifiable. The
sampling is carried out along the circumference of the drive outline after the
rock face has been washed down and the sample line located by the survey.
Sampling occurs across the dip of the orebody and, where the full
thickness of the orebody is not exposed, short diamond holes are drilled
horizontally into the hangingwall and/or footwall to provide a full
intersection.
All sample preparation and analysis is carried out at the laboratory
facilities situated at the Crixas mine. The laboratory at Crixas is responsible
for analysis of all samples originating from the metallurgical plant, tailings
and underground sampling (drilling and channel samples). Exploration samples are
analyzed by an independent laboratory. Samples from the various sources are kept
separate and analyzed in separate batches and, in some cases, dedicated
equipment is reserved for particular sample types. Quality checks are carried
out internally and externally at other laboratories in Brazil.
MINERAL RESERVE AND RESOURCE ESTIMATES
The following table sets forth the estimated proven and probable reserves
for the Crixas mine as at December 31, 2002, and 2001, and represents 100% of
the Crixas deposits, in which Kinross holds a 50% interest:
2002 2001
--------------------------------------------------- ---------------------------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ----- ------- ------ ----- -------
(000'S) (GPT) (000'S OZ) (000'S) (GPT) (000'S OZ)
Proven 2,784 7.66 686 2,300 7.27 540
Probable 1,052 8.04 272 1,900 7.41 458
----- ---- --- ----- ---- ---
Total 3,836 7.76 958 4,200 7.33 998
===== ==== === ===== ==== ===
The Crixas mine has no measured and indicated resources as of December
31, 2002.
MINING AND PROCESSING
The Crixas mine is an underground operation accessed from surface by
means of a decline ramp. The mining methods used are primarily mechanized
cut-and-fill and room-and-pillar with some slusher mucking. Ore is transported
to surface by 25 tonne trucks. The life of mine plan is based on a combined
production rate of 735,000 tonnes per year. For 2003, Mina III will contribute
456,000 tonnes (63%) and Mina Nova 270,000 tonnes (37%). Both mines operate 24
hours per day, 7 days per week, with a total of 341 operating days scheduled per
year. At the Mina III deposit, the overall mining sequence has been from the
top, downward. The main ramp has been advanced down to 550 meters level, while
levels 350 to 450 meters represent the current mining horizon.
106
Towards the end of 2001, a mechanized cut and fill stope trial was
initiated on the lower quartz-rich vein currently being exploited by manual room
and pillar methods. If successful, this method should result in increased
productivity. To date, tests are showing encouraging results.
The ore is processed at an on-site mill which had an initial 365,000
tonnes per annum capacity. Following the completion in 1992 of an incremental
expansion at a cost of $2.8 million, the rated annual capacity increased to
450,000 tonnes. A further increase in plant throughput to a rated annual
capacity of 485,000 tonnes occurred in 1995. The mill operates 362 days per year
and uses the Merrill-Crowe zinc precipitation process to recover gold. In 1996,
an additional expansion to the plant occurred which increased capacity to
540,000 tonnes per year which was subsequently increased. In 2000, the
underground mines operated at 365 days which allowed annual throughput to reach
725,000 tonnes. A gravimetric circuit installed in September 2001, continued to
recover about 40% of the total gold production, reducing the inventory.
Mill tailings are deposited in a tailings area located in a natural
valley approximately two kilometers from the plant. A second dam, located down
the valley, acts as an overflow catchment area during periods of high rainfall.
Decanted solutions from the tailings area are recirculated as mill process
makeup water.
At the Mina III deposit, mine dewatering requirements average 80 cubic
meters per hour, increasing to 170 cubic meters per hour during backfilling. The
main sump on the 150 meter level is equipped with three 112 kilowatt slurry
pumps in series, capable of a total of 220 cubic meters per hour. Each main
level has a sump and 93 kilowatt slurry pump to deliver water to the main sump.
The main sump delivers water to one of the thickeners in the mill, used to
clarify the water. Water from the thickener is recycled to the mine.
The Mina Nova is a relatively shallow mine, and there is a river flowing
over it (Rio Vermelho). For this reason the geomechanical design of the mine is
being carefully engineered and monitored. No instability has been detected.
Hydrogeologic studies have been undertaken at Mina III and Mina Nova to
characterize the permeability of the rock. The hydraulic transmissibility is
very low due to the presence of schist type rocks.
In Brazil, electricity is predominantly (90%) sourced from hydro-electric
power. Low rainfalls in recent years caused serious energy shortfalls. In
response to this shortfall, all electricity users (both domestic and industrial)
had been ordered, as from June 1, 2000, to reduce electricity draw-down from the
grid by 20%. The Crixas mine secured alternative electricity supplies from
rented generators and buying power on the market. All restrictions were lifted
in the first quarter of 2002.
MSG sells the refined gold from the Crixas mine at spot prices and
provides a dividend to Kinross.
MSG has an up to date closure plan including a closure cost estimate. In
July 2000, MSG prepared a reclamation cost estimate for CONAMA (Conselho
Nacional de Meio Ambiente), the Brazilian National Government Environmental
Institution. At that time, the cost estimate was $8.2 million, less $1.9 million
residual value, for a net closure cost of $6.3 million.
The reclamation cost estimate has since been updated in November 2002 to
a revised cost of $3.95 million. The reduction in the estimate is mainly due to
the devaluation of the Brazilian Real. Currently in Brazil there are no laws
requiring the posting of a reclamation bond.
107
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold and silver production and
operating data relating to the Crixas mine for the three years ended December
31, 2002:
YEARS ENDED DECEMBER 31
-----------------------------------------------
2002 2001 2000
---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:
Total tonnes mined (000's) (100% basis)........................... 743.0 740.3 736.0
Total tonnes milled (000's) (100% basis).......................... 743.0 740.3 736.0
Gold grade (gpt).................................................. 8.2 8.5 8.5
Average gold recovery rate (%).................................... 95.6 95.3 95.4
Production (ounces)(1)............................................ 93,660 96,157 96,413
Number of employees............................................... 445 451 434
SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):
Revenue........................................................... $ 30.0 $ 26.7 $ 26.8
---------- --------- ---------
Cost of sales..................................................... 8.4 10.7 10.6
Depletion and depreciation........................................ 4.8 5.0 4.9
Interest expense.................................................. 0.2 0.5 1.1
Exploration....................................................... 0.5 0.3 0.6
Other............................................................. -- (0.2) (0.5)
---------- --------- ---------
13.9 16.3 16.7
---------- --------- ---------
Earnings before the undernoted.................................... 16.1 10.4 10.1
Income taxes...................................................... 1.5 1.4 2.5
Minority interests and participation rights....................... 7.3 4.5 3.8
---------- --------- ---------
Net earnings...................................................... $ 7.3 $ 4.5 $ 3.8
========== ========= =========
OTHER FINANCIAL INFORMATION:
Capital expenditures (millions)................................... $ 1.8 $ 3.3 $ 2.9
Unit costs:
Cash cost per gold ounce........................................ $ 88 $ 110 $ 112
Cash cost per tonne milled........................................ $ 23 $ 29 $ 29
Total production cost per gold ounce.............................. $ 137 $ 161 $ 164
-------------------------
(1) Gold equivalent production represents 50% of the historic production at
the Crixas mine.
Total cash costs and total production costs are non-GAAP measures. For
further information on these non-GAAP measures, please refer to the disclosure
under "Kinross Management's Discussion and Analysis of Financial Condition and
Results of Operations--Financial Results--Nine Months Consolidated
Results--Costs and Expenses--Operations-Summary," and "--Operations-Individual
Mine Disclosure--Crixas (50% Ownership Interest), Brazil."
PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES
The life of mine plan based on proven and probable mineral reserves
indicates a remaining mine life of five years with production ceasing in 2007.
Kinross' share of capital expenditures at the Crixas mine in 2002 was
$1.8 million compared to $3.3 million during 2001.
108
[GRAPHIC DEPICTING CRIXAS MINE]
109
BRASILIA MINE
The Brasilia mine is held by Rio Paracatu Mineracao S.A. ("RPM"), which
is 49% owned by Kinross and 51% owned by a subsidiary of Rio Tinto. Kinross
acquired its interest in the Brasilia mine in its combination with TVX.
A report entitled "Independent Technical Report for Morro do Ouro Mine,
Brazil" dated April 2003 (the "Morro do Ouro Report") has been prepared for
Kinross by SRK Consulting and authored by Dr. John Arthur, Cgeol FGS, Ceng MIMM,
senior geologist, and Ken S. Reipas, P.Eng, principal mining engineer. The
following summaries of the Morro do Ouro mine have been prepared from the Morro
do Ouro Report and, in some cases, are extracts from the Morro do Ouro Report.
PROPERTY DESCRIPTION AND LOCATION
The large scale open pit mine is located less than two kilometers north
of Paracatu City, situated in the northwest part of Minas Gerais State, 230
kilometers from Brasilia, the capital of Brazil, on the paved highway connecting
Brasilia with Belo Horizonte, the state capital of Minas Gerais.
The mine site is comprised of an open pit mine, a mineral processing
plant, tailings storage facilities and related surface infrastructure, currently
operating at approximately 20 million tonnes per year. No waste stripping is
required, nor is drilling and blasting employed in the mine, as the weathered
ore is ripped by bulldozers prior to excavation. The open pit benching operation
measures approximately four kilometers by two kilometers, and it is located on a
gently sloping hillside. The elevation of the open pit and industrial plant area
ranges from approximately 720 to 820 meters.
RPM holds two mining licenses covering the area (approximately 1,253
hectares) of the open pit mine. RPM also holds two exploration permits in the
immediate mine area know as "Alvara de Pesquisa." Generally, these permits are
valid for three years, extendable for an additional two years.
RPM must pay a third party royalty of 0.33% of net sales to a landholder.
The Morro do Ouro mine is exposed to limited environmental liabilities
related to the following: site water management; main tailings storage area;
sulphide tailings storage area; industrial plant site; and airborne dust.
Environmental liabilities are being minimized through good management practices.
RPM's mining operations at Paracatu are subject to a mining tax equal to
1% of net sales and a tax on profit equal to the greater of: (a) 34% of actual
profit; and (b) 3% of net sales.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
Access to the Brasilia mine is by paved road, as the mine is located next
to the city of Paracatu, which lies on the main highway between Rio de Janeiro
and Brasilia, the national capital. There is also an airstrip suitable for small
aircraft in the city of Paracatu.
The local terrain is dominated by low rolling hills, largely cleared, and
supporting mixed agriculture of dairy and beef cattle farming and intensive
irrigated cropping, primarily soya beans.
The average rainfall varies between 1,800 and 2,000 millimeters per year
occurring in a distinct wet season between October and March.
Most of the labor force resides in Paracatu.
110
Domestic water for the mine is obtained from the city of Paracatu,
delivered by truck. Process water is recycled from the tailings pond. Some make
up water is drawn from two rivers during the rainy season, as needed, to ensure
that the water level in the tailings pond is sufficient for the dry part of the
year. These are the Sao Domingos and Sao Pedro rivers. The mine also has access
to artesian wells as an emergency water supply.
The mine is connected to the national power grid, which relies mainly on
hydroelectric generation. Electricity is supplied in a free market with
consumers able to select their supplier of choice. RPM obtains electricity from
Centrais Electricias Minas Gerias. Some power supply outages have been
experienced during the rainy season due to water getting into high voltage
equipment, but these have not had a significant impact on production. The mine
has a small emergency power capability, used for critical process equipment that
cannot be suddenly stopped such as thickeners and CIL tanks.
HISTORY
Paracatu history is intimately linked to the Portuguese bandeirantes
expeditions prospecting for gold in the interior of Brazil. They arrived in the
region in 1722 after the discovery of gold alluvial placers. The extractive
activity had its peak during the second half of the 18th century, when not only
the alluvial placers where mined but also the oxidized ore outcropping on the
top of Morro do Ouro hill (or "Hill of Gold"), at the time called Morro da Cruz
das Almas; also in this period there were mining activities on the alluvial
terraces along Rico river. With the gold occurrences becoming lean, production
declined sharply during the first decade of the 19th century. From this period
only "garimpagem" was practiced by Paracatu inhabitants only for their
subsistence. Various prospectors studied the region but did not turn the
extraction economically viable due to the low grade of gold in the ore.
Beginning in 1970, Paracatu attracted some attention from the mineral
exploration companies that were interested mainly in Lead and Zinc. The interest
in the gold of Morro do Ouro was secondary, as the majority of the companies
were not attracted by the gold grade, which was considered to be uneconomic.
In 1980, Rio Tinto Zinc (currently Rio Tinto plc.) that operated in
Brazil under the name of Riofinex do Brasil, joined with Billiton in a
partnership. Billiton owned the Morro do Ouro area but had no interest in
investing in the area. In 1984 Billiton sold the balance of its shares to
Riofinex, and Riofinex became the sole controller of the prospective area. At
the end of 1984, based on the data from hundreds of deep shafts (up to a 25
meter depth) and 44 drill holes, a reserve of 97.5 million tonnes at 0.587 grams
per tonne of gold was estimated. This estimate only included the superficial
oxidized ore, currently categorized as type CT. In spite of the low gold grade
of the ore, the geologists responsible for exploration (namely, Antonio Zini and
Rubes Forlin) believed that these exploration results could generate a
profitable business, and in 1985 this was confirmed by financial viability
studies. Total investment up to that time was $7.3 million including ground
acquisition costs, exploration costs, and the cost of feasibility studies.
The holding company approved the initiation of a mining project at a
capital cost of approximately $65 million, on the condition that a Brazilian
partner could be secured for the venture. At the end of 1985, RTZ Mineracao (now
Rio Tinto Brasil), arranged with Autram Mineracao e Participacoes S.A. (now TVX
Participacoes S.A.) to joint venture the project through a new company, RPM,
with Rio Tinto Brasil having a 51% interest and TVX Participacoes S.A. a 49%
interest.
The mine began production in October, 1987, treating oxidized ore. The
first bar of gold was produced in December, 1987. Ore milled in the following
year was 6.1 million tonnes averaging 0.652 grams per tonne of gold. In 1993 the
milling rate reached 13 million tonnes per year. Mill throughput in 2000 was
19.7 million tonnes averaging 0.467 grams per tonne of gold.
Until 1997 the mill was fed exclusively with oxide ore. Since 1998
primary sulphide mineralization has also been fed to the mill, without any drop
in grade, though that has required a series of investments in the beneficiation
and metallurgical circuits.
111
EXPLORATION
TVX did not incur any exploration expenditures in 2002 and 2001 nor were
any planned for 2003.
GEOLOGY AND MINERALIZATION
The host rock comprising the Morro do Ouro deposit lies within a
sandstone-shale succession known as the Paracatu Formation. These rocks are part
of the central Brazilian shield, are Proterozoic in age and form part of a
marine sequence containing carbonates, shales, and sandstone.
The portion of the Paracatu Formation of economic interest is a very well
laminated, dark grey phyllite with thin lenses of carbonate and lenses or single
crystals of sulphides, and contains a thin but persistent band of quartzite and
other thinner and less consistent sandstone horizons. Quartz is present as
variably-sized occurrences up to 0.5 meters in size, called boudins. Gold is
present as the native metal, alloyed with minor amounts of silver, and tends to
occur around the quartz boudins particularly where the boudins are marked by
layers of iron carbonates and/or pyrrhotite. The weathered 40 meter thick
phyllite package was the object of the mining plan to the end of 1997 and has
been subdivided from top to bottom into ore types C, T, B1 and B2. Underlying
the B1 ore the mineralization extends for approximately 30 meters more, hosted
in a layer of partially weathered phyllite with visible sulphide (total sulphur
exceeds one per cent) and high graphitic content. The grade of this lower
phyllite layer, known as type B2 ore, is similar to the remainder of the
orebody.
The mineralization appears to be cut off to the north by a major normal
fault which trends east-northeast. The offset and true morphology of this fault
are not clearly understood but it is used as a hard boundary for the resource
estimation and it is assumed that the upthrow is to the north which would
indicate that the orebody on the north of the fault has been eroded. The western
boundary of the mineralization is also currently defined by a fault. Once again
the morphology of this fault is poorly understood and it is assumed that
downthrow occurs to the west. The western boundary fault strikes to the
north-northwest and is believed to follow a linear topographic low feature to
the west of the river valley, which forms the limit of the current mining
operation.
DRILLING, SAMPLE AND ANALYSIS AND SECURITY OF SAMPLES
In the 1970's the area was prospected extensively for lead and zinc and
in 1984 Rio Tinto took over the Billiton share of the exploration license over
the Morro do Ouro area. By the end of 1984 a reserve had been delineated based
on 44 drill holes and 458 surface pits (25 meter maximum depth). This reserve
was stated to be 97.5 million tonnes at 0.59 grams per tonne of gold and was
exclusively composed of C and T type ore.
Various drilling and pitting campaigns have been carried out over the
years on a grid spacing of between 50 meters and 400 meters. To date, the total
sampling consists of 1,129 drill holes 31,473 meters of drilling and 29,767
one-meter samples. In 1989 a reverse circulation (RC) drill campaign was carried
out with 67 holes drilled on a 400 meter by 200 meter grid. The results of this
drilling exhibited a 25-30% drop in grade when compared to the diamond core
drilling campaigns. However, the data from these reverse circulation rotary
holes is currently retained in the drillhole database and is used for the
resource calculations. Until 1993 drilling was restricted to the oxide capping,
but since 1993 drilling has been extended into the fresh sulphide material of
the B2 horizon. The orebody is now effectively covered with a 100 meter grid of
drillholes. Definition of fault boundaries has led to a better understanding of
the boundaries of the deposit and future drilling is planned to deepen existing
holes rather than drill any new areas around the periphery of the orebody.
Currently, some 50% of the drilling does not intersect the full thickness of the
orebody. The plan does not call for any drilling during 2003 but after this it
is planned to drill some 2,000 meters a year and it is estimated that at least
13,000 meters of additional drilling are required to complete all holes in the
orebody footwall.
The current understanding is that the orebody boundaries are defined
laterally. The exception to this is in the west of the deposit on the western
side of the Corrego Rico river valley where a series of deep drillholes are
planned to test the down dip extension of the orebody. It is believed that the
orebody may be up to 160 meters deep in this area. The river currently forms the
western boundary of the mining operation.
112
Since the initial exploration campaign, virtually all sampling has been
carried out by diamond drilling. The majority of this has been through core
drilling with only a restricted reverse circulation rotary campaign in 1989.
Prior to 1999 all holes were drilled with a 51 x 6 inch diameter barrel.
However, since 1999 the core size has been reduced to 3 inches.
Core recovery is reported to be high with a consistent recovery of
greater than 95%. Prior to crushing, the core is photographed and logged.
Density measurements have been collected from the deposit at various
times from feasibility through to current production.
During evaluation drilling, samples of core are taken from one-meter
intervals, weighed and SG is determined using the water displacement method.
Assaying is carried out on 50 gram aliquots. A total of six separate
assays for gold are carried out from each 1 meter sample pulp. A sulphur assay
value is calculated for each sample. Additional elements assayed are arsenic,
copper, lead, zinc, manganese, cadmium and silver. The last two elements are not
assayed as a matter of course.
Interlaboratory check assay exercises are carried out between the RPM
internal laboratory and the laboratory at Lakefield Research in Canada.
Additional check assay work is carried out at the Phalabwora mine laboratory in
South Africa. For these checks the coarse reject is sent to the external
facilities to allow preparation of an independently produced pulp.
MINERAL RESERVE AND RESOURCE ESTIMATES
The following table sets forth the estimated proven and probable reserves
for the Brasilia mine as at December 31, 2002, and 2001, and represents 100% of
the Morro do Ouro deposit, in which Kinross holds a 49% interest:
2002 2001
--------------------------------------------------- ---------------------------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ----- ------- ------ ----- -------
(MILLIONS) (GPT) (000'S OZ) (MILLIONS) (GPT) (000'S OZ)
Proven 319.3 0.43 4,414 320.7 0.43 4,413
Probable 49.8 0.43 688 49.1 0.43 671
---- ---- --- ---- ---- ---
Total 369.1 0.43 5,102 369.8 0.43 5,084
===== ==== ===== ===== ==== =====
In addition to proven and probable reserves, as at December 31, 2002, the
Brasilia mine has an estimated 172 million tonnes of measured and indicated
resources at an average grade of 0.39 grams of gold per tonne. United States
investors are advised that the terms "measured resources" and "indicated
resources" are recognized by Canadian regulations but not by the United States
Securities and Exchange Commission. United States investors are cautioned not to
assume that all or any part of mineral deposits in these categories will ever be
converted into proven and probable reserves.
113
MINING AND MILLING OPERATIONS
The Brasilia mine is a high tonnage low-grade open pit operation. The
mine is unusual in that the entire pit is either free dug or utilizes ripping
and dozing with no drilling and blasting. Weathering has led to the development
of an oxidized mantle over the sulphide mineralization with thickness varying
from 20 to 40 meters. The economic viability of this low-grade orebody has been
partly derived from the soft rock and free gold in the weathered mantle. Also,
the mine is situated on a gently sloping hillside and there are no waste
stripping requirements.
The ore, which is mined from surface and requires no drilling or
stripping, and minimal blasting, is loaded by front-end loaders into 85 and 100
tonne trucks which transport the ore to the crushers. Exploration started in
1999 to evaluate extensions of the orebody both laterally and at depth. The mill
and mine operate 24 hours per day, 7 days per week. The nominal plant throughput
is 1.6 million tonnes per month. An ore stockpile of approximately 10 days
production is maintained near the processing plant. Its main purpose is to
ensure uninterrupted mill feed in the rainy season when some delays may be
experienced in the pit during extreme rainfall. During the dry season the
stockpile can be used if the pit becomes too dusty. RPM is committed to
controlling dust levels on site and in the city.
Ore is crushed and ground prior to introduction into a flotation circuit.
The concentrate is treated by gravimetric methods first and the coarser gold is
recovered. The concentrate reject from the gravimetric plant is then treated by
a conventional cyanidation and carbon-in-leach circuit developed by Rio Tinto
Zinc.
The processing plant, subjected to several upgrades over the mine life,
currently processes 20 million tonnes per year. In 2001, a new grinding control
system was installed which should optimize plant operation and recoveries.
Significant repairs were required to all mills in 2001 due to the development of
extensive cracks in welds directly associated with the processing of harder ore.
Since start up, the mined grade has declined, but has stabilized since
the late-1990s near 0.43 grams per tonne of gold that is essentially reserve
grade. Despite the downward trend in grade, gold production has increased. This
is due to the fact that site production has significantly increased, more than
offsetting the reduction in head grade. Also, the total metallurgical gold
recovery achieved each year has remained relatively steady, despite the decrease
in head grade.
Rio Tinto Brasil sells the gold from the Brasilia mine at spot prices.
As at August 2000, the closure cost estimate was $32 million (excludes
any credits for salvage value). The mine currently has many years of life
remaining, and the estimated cost will very likely be affected by variances in
the exchange rate.
Currently in Brazil there are no laws requiring the posting of a
reclamation bond. RPM is making an annual financial provision for closure costs.
There is a plan to mine oxide ore only during the last year of
production. This will provide a cover for the main tailings pond, which will
then be drained. The closure plan involves placing a 1-meter thickness of cover
materials on the final pit floor, the top 0.8 of a meter being soil material.
114
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold production and operating data
relating to the Brasilia mine for the three years December 31, 2002:
YEARS ENDED DECEMBER 31,
------------------------------------------------
2002 2001 2000
---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:
Total tonnes mined (000's) (100% basis) ................................... 18,400 16,500 19,700
Total tonnes milled (000's) (100% basis) .................................. 18,400 16,500 19,700
Gold grade (gpt)........................................................... 0.48 0.45 0.47
Average gold recovery rate (%)............................................. 79.0 78.3 75.8
Production (ounces)(1)..................................................... 110,035 91,588 112,104
Number of employees ....................................................... 571 512 512
SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):
Revenue................................................................... $ 33.5 $ 25.4 $ 30.4
-------- ---------- --------
Cost of sales............................................................. 18.1 17.9 19.4
Depletion and depreciation................................................ 5.5 5.1 8.1
Interest expense.......................................................... 0.1 0.6 0.5
Other..................................................................... 2.4 0.6 (4.1)
-------- ---------- --------
26.1 24.2 23.9
-------- ---------- --------
Earnings before the undernoted............................................ 7.4 1.2 6.5
Income taxes (recovery)................................................... 0.8 (0.2) 0.3
Minority interests and participation rights............................... 3.3 0.7 3.1
-------- ---------- --------
Net earnings.............................................................. $ 3.3 $ 0.7 $ 3.1
======== ========== ========
OTHER FINANCIAL INFORMATION:
Capital expenditures (millions)........................................... $ 2.7 $ 2.0 $ 2.2
Unit costs:
Cash cost per gold ounce................................................ $ 167 $ 191 $ 179
Cash cost per tonne milled.............................................. $ 2.01 $ 2.22 $ 2.01
Total production cost per gold ounce.................................... $ 217 $ 246 $ 254
-------------------------
(1) Gold equivalent production represents 49% of the historic production at
the Brasilia mine.
Total cash costs and total production costs are non-GAAP measures. For
further information on these non-GAAP measures, please refer to the disclosure
under "Kinross Management's Discussion and Analysis of Financial Condition and
Results of Operations--Financial Results--Nine Months Consolidated
Results--Costs and Expenses--Operations-Summary," and "--Operations-Individual
Mine Disclosure--Brasilia (49% Ownership Interest), Brazil."
115
PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES
The Brasilia mine currently has a nominal capacity of about 20 million
tonnes per year with variations depending on the hardness of the ore, as it
affects grinding throughput. In general, ore hardness is expected to increase
over the remaining mine life as the pit is deepened. Under this scenario, the
current reserves will be exhausted by 2022.
RPM is in the process of studying a major expansion project that would
potentially increase the future capacity to approximately 30 million tonnes per
year. If the expansion were implemented, the current reserves would be exhausted
by year 2016.
Capital expenditures at the Brasilia mine in 2002 were $2.7 million
compared to $2.0 million during 2001.
[GRAPHIC DEPICTING BRASILIA MINE]
116
MUSSELWHITE MINE
The Musselwhite property is operated as an unincorporated joint venture
between Placer Canada (68.07%) and Kinross (31.93%). Each party is responsible
for funding the expenses incurred in any work program in proportion to its
participating interest in the joint venture. Placer Canada is designated as the
operator of the joint venture, and thus is responsible for preparing work
programs and carrying out and supervising all work to be performed under each
work program. The management committee is comprised of four members of whom two
are the nominees of Kinross. Decisions of the management committee require the
approval of nominees representing at least a majority interest in the joint
venture. Kinross acquired its interest in the Musselwhite Mine in its
combination with TVX.
A report entitled "Independent Technical Report, Review of Musselwhite
Mine Operations, Ontario" dated April 4, 2003 (the "Musselwhite Report"), has
been prepared for Kinross by AMEC and authored by Steven Blower, P.Geo., and
John Kiernan, P.Eng. The following summaries of the Musselwhite mine have been
prepared from the Musselwhite Report and, in some cases, are extracts from the
Musselwhite Report.
PROPERTY DESCRIPTION AND LOCATION
The Musselwhite property is located in the Patricia Mining District of
northwestern Ontario. The mine lies in the Opapimiskan Lake area, approximately
76 kilometers southeast of the First Nations community of Round Lake (Weagamow),
130 kilometers north of the town of Pickle Lake, Ontario and 430 kilometers
northwest of Thunder Bay, Ontario. The property consists of a total of 617
claims. There is a core holding of 338 leased mining claims; except for 96
claims, for which only mining rights are held, the joint venture holds mining
and surface rights for all claims. Surrounding this core holding are 279
contiguous unpatented mining claims. The core holding and unpatented claims
together span approximately 5,444 and 12,104 hectares, respectively, for a total
of 17,548 hectares. The claims have expiration dates ranging from January 28,
2004, to June 12, 2012.
The mine has recently renewed an impact benefit agreement with local
First Nations groups. In the new agreement, restrictions on daily mill
throughput have been removed, and revenue sharing provisions have been
incorporated to help direct some of the mine's economic benefits directly into
local communities.
As an unincorporated joint venture, the mine does not pay income taxes
directly, and Kinross and Placer Canada must pay taxes on a corporate level
based on their prorated shares of revenue. In Ontario, profits are taxed at the
federal and provincial levels. Federal taxes are levied on each partner's share
of the mine operations taxable income, which is net of direct operating
expenses, appropriate share of depreciation of capital and resource allowances,
and deductions for exploration and pre-production development. The net federal
tax rate is currently 29.12%. Ontario uses the federal taxable income, with some
minor adjustments to deductions and allowances, and taxes this at rate of 11%.
In addition, Ontario levies a small capital tax on the paid-up capital of the
mine above $5 million. Ontario also levies a mining tax after deductions,
including processing allowances, at a 2002 rate of about 14%; this is scheduled
to reduce to 10% by 2004.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
Access to the property is by a 45 kilometer road from Provincial Highway
808 or by air from Pickle Lake.
The topography of the project area is relatively flat, with granite
intrusions associated with regional highlands. Local relief, which ranges from 5
meters to 45 meters, can be attributed to glacial deposits in the form of
moraines, eskers and drumlins. Extensive, low-lying swampy areas surround
streams, ponds, and lakes on the property. The elevation of Opapimiskan Lake is
about 300 meters. The Opapimiskan Lake area lies within the northern coniferous
section of the boreal forest. A forest fire destroyed most of the area south of
Opapimiskan Lake in 1979. Vegetation is slowly returning but currently has no
economic value.
The nearest permanent weather monitoring station is located in Pickle
Lake. Weather statistics for the period from 1951 to 1980 indicate a mean daily
temperature of -0.9 degrees Celsius. Temperatures range between a
117
maximum of 40 degrees Celsius and a minimum of -51 degrees Celsius. The mean
annual rainfall is recorded at 50.9 centimeters and the mean annual snowfall is
266 centimeters.
Five First Nations and two non-First Nation communities, consisting of a
total of about 3,000 inhabitants, live within the vicinity of the Musselwhite
project.
The major infrastructure consists of the airstrip, bunkhouses, mill
buildings, a tailings pond, a portal and conveyor adits and various pump
stations. Mining and milling are carried out at approximately 1.2 million tonnes
of ore per year. The mine is a fly in, fly out operation and power is provided
by a transmission line connected to the provincial power grid at Pickle Lake.
HISTORY
In 1962, two Ontario prospectors, Harold and Allan Musselwhite,
discovered a gold-bearing quartz vein on the north shore of Lake Opapimiskan and
in 1973, they obtained sufficient financing to carry out exploration on a
relatively small scale. Exploration continued until 1980, during which time
several small zones of gold mineralization were discovered.
In 1980, a major drilling program resulted in the discovery of the West
Anticline Zone (1 million tonnes averaging 7.5 grams of gold per tonne) and the
Camp Zone (400,000 tonnes at 6.9 grams per tonne). Underground exploration of
the West Anticline Zone was carried out from an adit in 1984 but structural
complexities affected the calculated resource grade and activity moved elsewhere
on the property. The East Bay Zones (formerly Snoppy Pond Zones) were found in
1985.
In 1988 and 1989, a $17 million underground exploration program and a
feasibility study were carried out. Mine construction was postponed due to the
high cost of power and infrastructure.
By the end of 1992, 12 zones of gold mineralization had been identified.
The main Musselwhite deposit is a long narrow band that starts near the surface
of Snoppy Pond, then plunges northwest to about 200 meters below surface at the
edge of Lake Opapimiskan, reaching about 400 meters below surface under the
lake.
The 1993 work program focused on a new exploration strategy which was to
improve the tonnage rather than the grade of material, thereby creating a much
larger inventory of contained gold. In early 1993, this inventory amounted to
1.3 million ounces of gold.
In 1993, diamond drilling, including barge drilling, and geological
compilations were carried out. As a result of this exploration work, TVX and
Placer Canada agreed to accelerate the underground exploration program for the
Musselwhite project and to increase the 1994 expenditure from CDN $12 million to
CDN $21.8 million. This increased expenditure was designed to complete
exploration and to advance the project to the feasibility stage.
The 1994 work program included infill surface drilling, dewatering the
underground workings, driving an access ramp to the T-Antiform Zone and
underground diamond drilling. Drifts and raises were positioned along the
mineralized zones to gather detailed geological and engineering information.
Construction of the ramp and related underground work were completed to enable
the detailed drilling and sampling necessary to upgrade the measured and
indicated resource estimate.
Total costs for the 1995 program were approximately $15 million and
included the construction of a 45-kilometer all-weather road to the property and
a feasibility study which was completed in the first quarter of 1996 when a
production decision was made.
Exploration work in 1997 identified additional resources. Of particular
interest was shallow-depth mineralization outlined at Snoppy Pond which was
included in the 1998 year-end reserve statement for the first time.
118
GEOLOGY AND MINERALIZATION
The Musselwhite property ore zones are situated within the Weagamow-North
Caribou Greenstone Belt of the Sachigo sub-province of the Superior geologic
province. This belt consists of a narrow elongate swath of metavolcanic and
metasedimentary supracrustal assemblages that extend 160 kilometers in an
overall northwest direction. The belt is comprised of three linear segments,
east-west, north-northwest, and west-northwest. Another branch of the greenstone
belt extends to the southwest from the point where the west-northwest and
north-northwest segments join. This triple junction forms complex geometries and
is the locus of outcropping iron formation, known gold mineralization, and the
Musselwhite mine. Gold bearing mineralization is characteristically hosted in
folded oxide-silicate facies banded iron formations. The main deposits are
developed as a series of sub-vertical tabular bodies along the tightly-folded 15
to 18 degree northwesterly plunging T-Antiform structure. Gold mineralization in
the West Anticline zone occurs within quartz-pyrrhotite-albite- almandine
veinlets and lenses which parallel a secondary deformation axial planar
cleavage, and as stratabound disseminated mineralization. Other deposits are
developed along the limbs and subsidiary fold structures within the larger East
Bay Synform and West Anticline.
EXPLORATION
Recent exploration has been focused on defining the extent of
mineralization down-plunge along the T-Antiform and in the nearby PQ Deeps zone
with diamond drilling. Drilling down plunge on the T-Antiform has demonstrated
that the structure continues beyond the northernmost drill holes, but gold
grades are uneconomic to the north of 11800N. The reduction in grade in this
area may be due to the increasing distance away from the longitudinal fault
zones that add to the permeability in the better mineralized portions of the
T-Antiform. However, based on the persistence of the T-Antiform structure, and
the presence of gold occurrences at the Kenpat zone (stratigraphically above the
down-plunge projection of the T-Antiform), there is good potential for the
discovery of additional mineralization further along the structure in the down
plunge direction.
Mineralization in the PQ Deeps zone is currently being defined by deep
surface drilling beneath the ice of Opapimiskan Lake. Recent high-grade
intersections in the zone are encouraging and warrant further diamond drilling.
TVX's share of exploration expenditures totaled $0.8 million during 2002.
Kinross' share of the planned exploration spending for 2003 is $1.8 million.
DRILLING, SAMPLE AND ANALYSIS AND SECURITY OF SAMPLES
All exploration and definition drilling conducted on the property to date
has been diamond drilling. By the end of 2002, a total of 3,261 diamond drill
holes with an aggregate length of 495,033 meters had been completed at
Musselwhite. Most of the core is NQ diameter. All drill hole collars are
surveyed and most holes have been surveyed using recognized down hole survey
methods.
Diamond drill core is sampled by rotating the core perpendicular to the
foliation and halving it longitudinally with a diamond saw into intervals
selected by the geologist during core logging. One half of the core is collected
in sample bags for analysis, and the other half is retained for a permanent
record. Samples are constrained by geology to aid in the interpretation of gold
distribution. A nominal sample length of 0.5 to1.0 meters is used.
Diamond drill core samples at Musselwhite have been prepared and analyzed
at a number of laboratories since exploration drilling began in 1974. Currently,
the samples are being prepared and analyzed at three different laboratories: the
mine lab and two independent labs in Thunder Bay, Ontario. All of the assays
completed on drill core have utilized a fire assay pre-concentration method
followed by an AA finish or gravimetric finish on a one assay ton aliquot
(approximately 30 grams). The gravimetric finish is employed if the AA finish
results are greater than 20 grams per tonne of gold.
119
A large number of samples were analyzed to develop the specific gravity
of the host rocks and mineralization. Specific gravities range between 3.0 to
3.3 grams per cubic centimeter and generally result from measurements collected
using water displacement field measurements.
The Geology Department at the Musselwhite mine uses a defined Quality
Assurance/Quality Control program to monitor accuracy and precision of all
results. Commercially prepared standards and blanks are routinely inserted into
the sample stream, both as part of the Geology Department's Quality
Assurance/Quality Control program and by the lab, as part of their own internal
system of checks.
Sample contamination was monitored by inserting blank samples. Some
contamination issues were recognized during the equipment start-up phase and
remedial action was taken. The sample preparation protocols were altered and the
core intervals that may have been contaminated during this period were
re-sampled. Pulp and reject duplicate samples were inserted to monitor
analytical precision.
MINERAL RESERVE AND RESOURCE ESTIMATES
The following table sets forth the estimated proven and probable reserves
for the Musselwhite mine as at December 31, 2002, and 2001, and represents 100%
of the Musselwhite deposit, in which Kinross holds a 31.93% interest:
2002 2001
--------------------------------------------------- ---------------------------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ----- ------- ------ ----- -------
(MILLIONS) (GPT) (000'S OZ) (MILLIONS) (GPT) (000'S OZ)
Proven 8.8 5.67 1,597 10.2 5.73 1,882
Probable 3.1 4.81 488 2.7 4.78 411
--- ---- --- --- ---- ---
Total 11.9 5.44 2,085 12.9 5.53 2,293
==== ==== ===== ==== ==== =====
In addition to proven and probable reserves, as at December 31, 2002, the
Musselwhite mine has an estimated 5.7 million tonnes of measured and indicated
resources at an average grade of 6.32 grams of gold per tonne. United States
investors are advised that the terms "measured resources" and "indicated
resources" are recognized by Canadian regulations but not by the United States
Securities and Exchange Commission. United States investors are cautioned not to
assume that all or any part of mineral deposits in these categories will ever be
converted into proven and probable reserves.
MINING AND MILLING OPERATIONS
The mining operations are accessed via a twin decline system extending
from surface. Men and material are transported via a 12.5% grade ramp. Emergency
access is via a 20% grade conveyor ramp extending from surface to the 460 meter
level.
Ventilation is provided by twin 375 kilowatt fans. Fresh air travels to
the work face by means of a ventilation raise which ties into the conveyor ramp
at the 240 meter level and travels along it to the lower levels of the mine.
Exhaust air travels up the main access ramp to surface.
Mining is conducted using sublevel blasthole stoping methods with waste
rock backfill. Sublevels are established at 25 meter intervals.
The ore is drilled off using three-inch and four-inch production holes
using longhole drill rigs. Ore above the 200 meter level is direct hauled to
surface. Ore below the 200 meter level is hauled to the underground crusher.
Stopes are backfilled with either cemented or un-cemented rock backfill.
120
Most of the ore production has and will continue to come from underground
sources, with some production from open pits at the beginning and end of the
mine life. The mine currently plans to produce approximately 232,000 ounces of
gold per year.
The Musselwhite mill circuit uses a fairly standard approach with fine
crushing/rod milling/ball milling to prepare the ore to the correct size. For
the actual recovery of gold, gravity is used to scalp coarse gold from the ball
milling circuit into a intensive cyanide leach system. The gravity tails are
sent to conventional cyanide leaching which dissolves the remainder of the
recoverable gold. Carbon is used to recover gold from leaching and after the
stripping and electrowinning processes, a gold dore is produced. The dore bars
produced at the mine are shipped under contract to Johnson Matthey for refining.
The rated treatment capacity of the mill plant is 4,000 tonnes per day.
It is expected that this level will be achieved on a sustainable basis as the
capital updates completed in 2002 are optimized. In the short term, it appears
that the mine will be challenged to supply ore at this rate until planned
capital equipment replacements and operational improvements are completed in the
latter half of this year.
The current mining fleet is essentially the original mine equipment in
approximately its sixth year of use, generally considered the limit of
underground equipment life. The mine capital budget includes significant
equipment replacements, which should help reduce costs and improve productivity.
Commissioning of the new conveyor system in 2002 has reduced the long haul to
surface for most of the mine as it moves deeper and farther under the lake.
However, the truck fleet will have to be maintained at approximately current
levels to allow for longer backfill hauls in addition to ore haulage to the 400
level. This could change, depending on the outcome of an ongoing paste backfill
study.
The mine is also re-examining its production drilling requirements. There
is a plan to make less use of the older Tamrock Solo drills and perhaps replace
them with Boart drills. Boart contractors are currently working in the mine to
test the productive capacity of their drills; these drills will be used for the
majority of production drilling this year.
The Musselwhite mine operates under Placer Canada's sustainability
policy, which commits the operation to a high standard of environmental
stewardship. Sustainability is an important issue for every department. This
involves protecting human health, reducing the impact of mining on the
ecosystem, and returning the site to a state compatible with a healthy
environment. Musselwhite has implemented a series of management systems for
maintenance, environmental activities and occupational health and safety.
Currently, operations at Musselwhite appear to be in compliance with applicable
corporate standards and environmental regulations.
The closure plan involves progressive rehabilitation through an ongoing
program of grass seeding. Planning is also underway to conduct annual satellite
Ikonos imagery of the property to characterize the condition of the vegetation
to indicate the presence or lack of stress factors. This information will be a
useful start in compiling a chronological record of reclamation for use in the
closure plan to be presented to stakeholders at the end of the mine life.
Musselwhite is currently looking at various options for its tailings
management practices to mitigate the risks associated with tailings and waste
rock. One option is a paste backfill/tailings disposal system; another is to
produce a sulphide flotation product that would reduce the amount of potential
acid generating material. The potential for acid rock drainage from the tailings
is taken into account in the closure plan. Stockpiled open-pit waste rock has
low potential for acid drainage and will be transported underground for use as
rockfill.
At present, all tailings pass through a water treatment plant for
destruction of cyanide before discharge to the tailings pond. Additional
remediation occurs naturally in the tailings pond, polishing ponds, and
wetlands.
Local First Nations communities monitor environmental issues through an
environmental working committee. First Nations issues are listened to,
documented, and addressed in this forum, and mine closure plans are periodically
reviewed and analyzed.
121
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold production and operating data
relating to the Musselwhite mine for the three years ended December 31:
YEARS ENDED DECEMBER 31,
--------------------------------------------
2002 2001 2000
---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:
Total tonnes mined (000's) (100% basis).................................... 1,156.9 1,290.2 1,231.8
Total tonnes milled (000's) (100% basis)................................... 1,156.9 1,290.2 1,231.8
Gold grade (gpt)........................................................... 5.9 5.9 6.5
Average gold recovery rate (%)............................................. 95.3 95.3 95.8
Production (ounces)(1)..................................................... 66,879 74,577 78,283
Number of employees........................................................ 273 319 262
SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):
Revenue.................................................................... $ 21.4 $ 20.1 $ 21.9
--------- -------- ---------
Cost of sales.............................................................. 15.5 14.3 12.5
Depletion and depreciation................................................. 4.9 5.9 5.9
Exploration................................................................ 0.8 0.5 0.6
Other...................................................................... 0.4 -- 0.2
--------- -------- ---------
21.6 20.7 19.2
--------- -------- ---------
Earnings (loss) before the undernoted...................................... (0.2) (0.6) 2.7
Income taxes............................................................... -- -- --
Minority interests and participation rights................................ (0.1) (0.3) 1.4
--------- -------- ---------
Net earnings (loss)........................................................ $ (0.1) $ (0.3) $ 1.3
========= ======== =========
OTHER FINANCIAL INFORMATION:
Capital expenditures (millions)............................................ $ 3.7 $ 4.0 $ 1.1
Unit costs:
Cash cost per gold ounce................................................. $ 228 $ 192 $ 161
Cash cost per tonne milled............................................... $ 42 $ 35 $ 32
Total production cost per gold ounce..................................... $ 299 $ 272 $ 237
-------------------------
(1) Gold equivalent production represents 31.93% of the historic production
at the Musselwhite mine.
Total cash costs and total production costs are non-GAAP measures. For
further information on these non-GAAP measures, please refer to the disclosure
under "Kinross Management's Discussion and Analysis of Financial Condition and
Results of Operations--Financial Results--Nine Months Consolidated
Results--Costs and Expenses--Operations-Summary," and "--Operations-Individual
Mine Disclosure--Musselwhite (31.93% Ownership Interest), Canada."
Realized Revenue and Reconciliation to Statement of Operations."
PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES
The Musselwhite mine has a projected mine life of 9 years at a mining
rate of 4,000 tonnes per day.
Capital expenditures at the Musselwhite mine in 2002 were $3.7 million
compared to $4.0 million during 2001.
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[GRAPHIC DEPICTING MUSSELWHITE MINE]
123
ROUND MOUNTAIN
Kinross owns an undivided 50% interest in and operates the Round Mountain
gold mine. An affiliate of Barrick Gold Corporation owns the remaining undivided
50% interest in the joint venture common operation. Kinross acquired its
interest in the Round Mountain in its combination with Echo Bay.
A report entitled "Technical Report on the Round Mountain Gold Mine"
dated March 21, 2003 (the "Round Mountain Report"), has been prepared for
Kinross by Frank K. Fenne, P.G., chief geologist and Daniel B. Moore, P.E., both
of Round Mountain Gold Corporation, a subsidiary of Kinross. The following
summaries of the Round Mountain gold mine have been prepared from the Round
Mountain Report and, in some cases, are extracts from the Round Mountain Report.
PROPERTY DESCRIPTION AND LOCATION
The Round Mountain gold mine is an open-pit mining operation located 60
miles north of Tonopah in Nye County, Nevada. The property position consists of
contiguous patented and unpatented mining claims covering approximately 27,500
acres, while the active project boundary encompasses 7,263 acres. Kinross has
received patents to convert mineable land to patented status. Patented claims
cover all of the current reserves in the ultimate pit.
The Smoky Valley Common Operation controls the mineral and surface rights
of the mine through the ownership of 84 patented lode claims and 1,453
unpatented lode claims. The patented claims are held as private property and are
legally surveyed. All of the reserves are located on patented claims. The
unpatented claims are held under the 1872 Mining Law and are subject to normal
annual filing requirements and fees. The majority of the unpatented claims are
located on land administered by the BLM; the remainder are located on land
administered by the USFS.
Round Mountain mine production is subject to a net smelter return royalty
ranging from 3.53% at gold prices of $320 per ounce or less to 6.35% at gold
prices of $440 per ounce or more. During 2002, this royalty averaged 3.5%. Its
production is also subject to a gross revenue royalty of 3.0%, reduced to 1.5%
after $75.0 million has been paid. For the period from the date that the royalty
commenced through December 31, 2002, cumulative royalties of $33.1 million have
been paid.
The property is subject to no known environmental liabilities or
mitigative measures. All environmental permitting is up to date and in order.
The Round Mountain gold mine is subject to the Nevada State and United
States Federal Employment taxes, business license tax, Net Proceeds of Minerals
Tax and Properties Sales and Use tax.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
The mine site is accessed by State Highway 376, a paved two-lane paved
highway that connects U.S. Highway 6 in Tonopah to the south and U.S. Highway 50
to the north. The mine is located approximately 250 miles from the major
metropolitan areas of Las Vegas and Reno, Nevada. The mine is supported by the
local communities of Hadley and Carvers, which provide most of the housing for
mine personnel. Sierra Pacific Power Co. provides electrical power to the mine.
There are sufficient surface and water rights to support all current and
forecasted mining at the site.
The mine area straddles the transition between the floor of the Big Smoky
Valley and the adjacent Toquima Range. Mine site elevations vary between 5,800
to 6,800 feet above sea level. Elevations in the Big Smoky Valley and Toquima
Range vary from 5,800 feet in the valley floor to 11,941 feet at the summit of
Mount Jefferson.
The oblong open-pit mine is over a mile at its longest dimension and
currently more than 1,200 feet from the highest working level to the bottom of
the pit.
124
The Round Mountain mine lies within an arid, high desert setting. Average
annual precipitation in the Big Smoky Valley is approximately five to seven
inches with most of that total falling during the winter months. Snow is common
at the valley floor, but rarely remains on the ground for more than a few days.
Local rainfall can be extreme and flash flood events are not uncommon in the
region. Temperature range can be extreme, with average daily fluctuations
exceeding 40 degrees Fahrenheit. Winter temperatures are typically 10 to 20
degrees Fahrenheit at night and 30 to 50 degrees Fahrenheit during the day.
Rarely (typically less than 10 days per year), winter low temperatures can fall
below 0 degrees Fahrenheit. Summer temperatures vary from 40 to 55 degrees
Fahrenheit at night to 90 to 105 degrees Fahrenheit during the day.
HISTORY
The first gold production from the Round Mountain District occurred in
1906. Historic production from 1906 through 1969 based on United States Bureau
of Mines records was 346,376 ounces of gold and 362,355 ounces of silver. Actual
unreported production was probably significantly higher. Early important
companies actively mining in the district were the Round Mountain Mining Co.,
the Fairview Round Mountain Mining Co., the Round Mountain Daisy Mining Co., the
Round Mountain Sphinx Co., the Round Mountain Red Top Co., and the Round
Mountain Red Antelope Mining Co. At some point prior to 1929, Nevada Porphyry
Mines, Inc. consolidated many of the claims and controlled most of the district.
Nevada Porphyry Mines and the A. O. Smith Corp. investigated the bulk tonnage
potential of property in 1929 and 1936 to 1937, respectively. In 1946 through
1962, the Yuba Consolidated, Fresnillo, and Consolidated Goldfields developed
and mined the placer deposits flanking Round Mountain and Stebbins Hill.
At some time between 1962 and 1969, the Ordrich Gold Resources Inc.
acquired control of the property from Nevada Porphyry Gold Mines. In 1969,
Copper Range Co. leased the property and developed a small reserve of 12 million
tons at a grade of 0.062 oz Au/ton. The Smoky Valley Common Operation was formed
in 1975 to operate the mine. This was initially a joint venture in which Copper
Range held a 50 percent interest and Felmont Oil Co. and Case Pomeroy Co. each
held a 25% interest.
Commercial production commenced in 1977. In 1984, Homestake Mining
Company acquired the Felmont Oil interest in the operation and, in 1985, Echo
Bay acquired the Copper Range interest. Effective July 1, 2000, Homestake
increased its interest in the Round Mountain mine from 25% to 50% when it
acquired the Case Pomeroy interest. Effective December 14, 2001, Barrick Gold
Corporation completed a merger with Homestake Mining Company thereby acquiring
the Homestake interest in the mine.
Since 1997, development drilling has continued and the reserve base has
been significantly expanded and refined. As a result, the total mining rate (ore
and waste) increased in a step-wise fashion from 6,000 tons per day in 1976 to
an average of 303,188 tons per day in 1999. The production rate for 2002
averaged 282,000 tons per day. The decision to construct a mill to process
sulfide ores resulted in a significant increase in reportable reserves in the
early 1990's.
In 2002, total gold production was 755,494 ounces. Over 7.9 million
ounces have been produced since 1976.
GEOLOGY AND MINERALIZATION
The Round Mountain mine is located along the western flank of the
southern Toquima Range within the Great Basin sub-province of the Basin and
Range province of western North America. The Basin and Range physiographic
province is characterized by generally north-south trending block faulted
mountain ranges, separated by alluvium-filled valleys. The Great Basin
sub-province is specifically characterized by internal drainage. Topographic
relief varies across the Basin and Range, from 1,500 feet to in excess of 5,000
vertical feet.
The geology of the Round Mountain mine consists of a thick sequence of
intracaldera Oligocene ash-flow tuffs and volcaniclastic rocks resting upon
pre-Tertiary basement rocks. The caldera margin is mostly buried but in the pit
area is well defined by a progressively steeper dipping arcuate contact between
the volcanic rocks and older
125
basement rocks. The caldera margin and caldera related structures provided the
structural ground preparation for the hydrothermal system. The primary host
rocks for gold mineralization are the volcanic rocks. A minor amount of ore
occurs in the Paleozoic rocks along the caldera margin.
The Round Mountain Gold deposit is a large, epithermal, low-sulfidation,
volcanic-hosted, hot-springs type, precious metal deposit, located along the
margin of a buried volcanic caldera. The deposit genesis is intimately
associated with the Tertiary volcanism and caldera formation. Intra-caldera
collapse features and sympathetic faulting in the metasedimentary rocks provided
the major structural conduits for gold-bearing hydrothermal fluids. In the
volcanic units, these ascending fluids deposited gold along a broad
west-northwest trend.
Gold mineralization at Round Mountain occurs as electrum in association
with quartz, adularia, pyrite and iron oxides. Shear zone fractures, veins and
disseminations within the more permeable units (typically open pumice sites)
host the mineralization. Primary sulfide mineralization consists of electrum
associated with or internal to pyrite grains. In oxidized zones, gold occurs as
electrum associated with iron oxides, or as disseminations along fractures.
Alteration of the volcanic units at Round Mountain can be characterized
as a continuum from fresh rock progressing through chlorite, clay,
sericitic+quartz, adularia+quartz+sericite, and quartz+adularia alteration
assemblages. The alteration is zoned outward from potassic at the center to
propylitic on the margin. There is a reasonable correlation between increasing
gold grades and increasing degrees of alteration. The central ore zone is
characterized by pervasive K-feldspar found replacing the rock groundmass,
replacing primary sanidine, or as crystal growths in open-space.
Ore zones within the metasediments are more subtle, largely defined by
secondary quartz overgrowths, pyrite, and adularia associated with narrow
northwest trending structures.
EXPLORATION
Echo Bay's share of exploration expenditures totaled $1.0 million during
2002. Kinross' share of the exploration forecast for 2003 is $3.8 million.
DRILLING, SAMPLE AND ANALYSIS AND SECURITY OF SAMPLES
The current drill database for the open pit reserve contains a total of
4,089 drill hole records, of which 3,812 were established using reverse
circulation drilling and 277 were drilled using diamond core methods. A separate
database is maintained for dump drilling which contains an additional 1,293
drill hole records.
The majority of the drilling is vertical with angle holes used where
vertical structures are anticipated. All dump holes are drilled vertical.
All holes are sampled on five-foot intervals and a "chipboard"
constructed for each drill hole with sample from each interval glued to a board
representing the complete hole.
Sample data for the reserve model is derived primarily from conventional,
reverse circulation rotary and HQ size core drilling. Holes are initially
drilled on +200 foot centers defining deposit limits. In-fill drilling is
completed on centers of 140 foot or less to develop reportable reserves used in
mine planning.
Reverse circulation drill cuttings are passed through a wet rotary
splitter to collect a 10 to 15 pound sample for each five-foot interval. A
sampling technique which uses flocculent to settle drill cuttings has been
employed to capture very fine-grained material and assure sample integrity. This
technique captures nearly 100% of the rock material generated during the
drilling process. Core samples are split with a rock saw in five-foot intervals,
with half the sample assayed, and the other half stored for reference.
All samples collected from drill holes are prepared and assayed by the
Round Mountain mine assay laboratory. All assay laboratory chemists and
technicians are employees of Round Mountain Gold Corporation. The
126
laboratory is not certified by any standards association. A mine geologist or
mine geologic technician delivers the drill samples to the assay laboratory.
The Round Mountain Deposit is noted for its coarse gold occurrences and
high nugget effect in assaying. In order to minimize the sampling variation, a
five-assay ton or 145.8 gram sample is used in the fire assay. To minimize
potential lead exposure of the laboratory staff, bismuth is used as the
collector of the gold and silver. After a 2-hour fusion, the samples are poured
into molds. The samples are slagged and are cupelled in the cupel room.
Following cupellation, the bead is smashed and parted with nitric acid, rinsed,
dried, and annealed. The fire assay is completed with a gravitimetric finish.
The assay laboratory maintains an internal assay quality control program.
Laboratory supervisors routinely conduct quality inspections of sample
preparation, equipment calibration, and assaying procedures. The lab regularly
participates in round robin assays with other mine labs to check internal
procedures. Five percent of all pulps are screened to verify that the pulps meet
specification. Because of the large crucibles used in the five assay-ton fire
assay, only 11 samples are fired per oven. Of these, one of the samples is
either a blank (barren silica sand) or a certified standard that is inserted
randomly by the lab computer system. The blank is inserted prior to the
preparation stage. The standard is inserted following sample preparation. If the
assay results exceed limits for either the blank or the standard, the entire
batch is re-assayed.
Assay results from blanks and standards are plotted and graphed daily.
These graphs are an integral tool used by the assayers and supervisors to
continuously monitor and improve lab procedures.
The sampling protocol, sample preparation, security and analytical
procedures and quality control program have been reviewed and it is the opinion
of the authors, that the laboratory procedures are adequate for an operating
mine. This is further supported by over 20 years of successful mine production
with reasonable production reconciliations.
MINERAL RESERVE AND RESOURCE ESTIMATES
The following table sets forth the estimated proven and probable reserves
for 100% of the Round Mountain mine as at December 31, 2002, and 2001, in which
Kinross holds a 50% interest:
2002 2001
--------------------------------------------------- ---------------------------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ----- ------- ------ ----- -------
(MILLIONS) (GPT) (000'S OZ) (MILLIONS) (GPT) (000'S OZ)
Proven 85.8 0.59 1,630 159.6 0.56 3,173
Probable 88.5 0.75 2,120 55.3 0.68 1,315
---- ---- ----- ----- ---- -----
Total 174.3 0.67 3,750 214.9 0.59 4,488
===== ==== ===== ===== ==== =====
In addition to the estimated proven and probable reserves, as at December
31, 2002, the Round Mountain mine has an estimated 12.6 million tonnes of
measured and indicated resources at an average grade of 0.68 grams of gold per
tonne. United States investors are advised that the terms "measured resources"
and "indicated resources" are recognized by Canadian regulations but not by the
United States Securities and Exchange Commission. United States investors are
cautioned not to assume that all or any part of mineral deposits in these
categories will ever be converted into proven and probable reserves.
MINING AND MILLING OPERATIONS
The Round Mountain mine currently operates a conventional open pit that
is approximately 8200 feet long in the north-west, south-east direction and 5000
feet wide (north-east to south-west). The mining is conducted on 35 foot benches
by electric shovels and front end loaders paired with 150, 190 and 240 ton haul
trucks.
127
Blasthole patterns are drilled on centers that range from 16 to 30 feet.
Blasthole samples are collected and assayed and provide the control for ore
segregation. Based upon these assays, blasted pit ore is determined to be
run-of-mine dedicated pad ore, crushed reusable pad ore, or waste. Sulfide
material greater than or equal to 0.018 opt of gold is shipped directly to the
mill or mill stockpile. Run-of-mine ore is delivered the dedicated pad.
Re-usuable pad ore is crushed and placed on reusable leach pads and waste is
delivered directly to the waste dumps. Placer material encountered during normal
stripping operations is sent to the dedicated pad. High grade coarse gold
bearing ore is handled in one of three ways: 1) leached on the re-useable pad
and offloaded to the mill; 2) sent directly to the gravity plant with tails
reporting to the mill; or 3) sent directly to the mill or mill stockpile. Gold
particle size distribution of high-grade ore determines the processing method.
The Round Mountain operation uses conventional open-pit mining methods
and recovers gold using four independent processing operations. These include
crushed ore leaching (reusable pad), run-of-mine ore leaching (dedicated pad),
milling and the gravity concentration circuit. Most of the ore is heap leached,
with higher grade oxidized ores crushed and placed on the reusable pad. Lower
grade ore, ore removed from the reusable leach pad and stockpiled ore that was
previously leached are placed on the dedicated pad.
The reusable pad processed 26,987 tons of ore per day in 2002, compared
to 23,601 tons per day in 2001. Reusable pad volume varies with ore release,
which is determined by the phases of the pit being mined. Reusable pad
production increased in 2002 to 242,808 ounces from 219,704 ounces in 2001 due
to the processing of higher grade ores and higher recoveries.
The dedicated pad processed 135,222 tons of ore per day in 2002, compared
to 128,637 tons per day in 2001. Production in 2002 from the dedicated pad was
347,966 ounces, compared to 369,750 ounces in 2001, due to higher recoveries.
The mill processed 10,067 tons per day in 2002 producing 153,946 ounces,
compared to 10,171 tons per day in 2001 producing 156,854 ounces. The mill
facility achieved a recovery rate of 84.6% from both higher-grade oxide and
non-oxidized ores during 2001 by employing gravity concentration, fine grinding
and cyanide leaching.
Ore and waste rock were mined at a rate of approximately 174,920 tons per
day in 2002 compared to 194,579 tons per day in 2001.
Mining at Round Mountain is expected to be complete during 2006 (assuming
no additions to reserves), with completion of stockpile processing in 2008. The
joint venture partners continue to support an aggressive exploration program in
the vicinity of the mine in order to add reserves and extend the mine life.
The finished dore bullion is shipped to refineries in North America for
further processing as per the agreements of established contracts of the
participants of the Smoky Valley Common Operation. Once the dore bullion leaves
the mine site, marketing and sales are the responsibility and discretion of the
Joint Venture partners.
The site Plan of Operations and Comprehensive Reclamation Plans filed
with the United States Department of the Interior, BLM and Nevada Division of
Environmental Protection (NDEP) have been approved for all current operational
facilities. Annual updates of the Reclamation Plan are prepared to adjust for
cost inflation and to take credit for concurrent reclamation activities and
submitted to the above listed agencies. The current reclamation cost estimate,
approved in December 2002 by the BLM, USFS and NDEP totals $36,794,776.
Tentative plans for permanent closure activities have been approved by the NDEP
and BLM. Certain site restoration costs are expensed as production costs on the
unit-of-production method over the expected life-of-mine. Each participant in
the Common Operation is responsible for its own estimate of reclamation costs in
its own accounts.
128
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold production and operating data
relating to the Round Mountain mine for the three years ended December 31:
YEARS ENDED DECEMBER 31
---------------------------------------------
2002 2001 2000
---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:
GOLD PRODUCED (ounces)(1):
Heap leached-- reusable pad.............................................. 121,404 109,852 70,588
Heap leached-- dedicated pad............................................. 173,983 184,875 176,066
Milled................................................................... 76,973 78,427 69,935
Other(2)................................................................. 5,387 321 3,475
---------- ---------- ----------
TOTAL...................................................................... 377,747 373,475 320,064
SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):
Mining cost/ton of ore and waste........................................... $ 0.80 $ 0.83 $ 0.83
Heap leaching cost/ton of ore.............................................. $ 0.84 $ 0.82 $ 0.68
Milling cost/ton of ore.................................................... $ 3.18 $ 3.07 $ 2.80
PRODUCTION COST/OUNCE OF GOLD PRODUCED:
Direct mining expense.................................................... $ 176 $ 178 $ 200
Deferred stripping cost.................................................. 9 14 (1)
Inventory movements and other............................................ (2) (2) (4)
---------- ---------- ----------
Cash operating cost........................................................ 183 190 195
Royalties paid........................................................... 20 18 17
Production taxes......................................................... 4 2 1
---------- ---------- ----------
Total cash cost............................................................ 207 210 213
Depreciation............................................................. 44 40 43
Amortization............................................................. 15 15 18
Reclamation and mine closure............................................. 9 9 9
---------- ---------- ----------
Total production costs..................................................... $ 275 $ 274 $ 283
---------- ---------- ----------
Capital expenditures (millions)(3)....................................... $ 8.6 $ 15.0 $ 4.6
Deferred (applied) mining expenditures (millions)(3)..................... $ (3.4) $ (5.3) $ 0.4
OTHER INFORMATION:
Heap leached-reusable pad:
Ore processed (tons/day).............................................. 26,987 23,601 24,335
Total tons of ore processed (000's)................................... 9,742 8,520 8,785
Grade (ounce/ton)..................................................... 0.043 0.035 0.028
Average gold recovery rate (%)........................................ 61.3 77.4 61.6
Heap leached-dedicated pad:
Ore processed (tons/day) (100% basis)................................. 135,222 128,637 141,047
Total tons of ore processed (000's) (100% basis)...................... 48,815 46,438 50,918
Grade (ounce/ton)..................................................... 0.011 0.011 0.011
Average gold recovery rate (%)(4)..................................... (4) (4) (4)
Milled:
Ore processed (tons/day) (100% basis)................................. 10,067 10,171 9,304
Total ton of ore processed (000's) (100% basis)....................... 3,664 3,702 3,387
Gold grade (ounce/ton)................................................ 0.050 0.050 0.045
Average gold recovery rate (%)........................................ 84.6 83.7 83.1
-------------------------
(1) Gold production represents 50% of the historic production at the Round
Mountain Mine.
(2) A high-grade occurrence was discovered in April 1992. A small gravity
plant was constructed to recover these ounces.
(3) Echo Bay's 50% share.
(4) For dedicated leach pads, a gold recovery rate cannot be calculated until
leaching is complete. Based on metallurgical test work completed during
1994 and 1995, the eventual recovery rate is estimated to be
approximately 50%.
129
Total cash costs and total production costs are non-GAAP measures. For
further information on these non-GAAP measures, please refer to the disclosure
under "Kinross Management's Discussion and Analysis of Financial Condition and
Results of Operations--Financial Results--Nine Months Consolidated
Results--Costs and Expenses--Operations-Summary," and "--Operations-Individual
Mine Disclosure--Round Mountain (50% Ownership Interest), USA."
PRODUCTION, LIFE OF MINE, AND CAPITAL EXPENDITURES
The planned average production rate (total tons moved) for 2003 is
266,000 tons per day. Of this 185,000 tons per day are ore production. The Round
Mountain mine forecast for 2003 uses proven and probable reserves. The annual
mining forecast for mill tons mined in 2003 will be 4.5 million tons containing
131,309 ounces. Dedicated pad feed mined from the pit will be 18.8 million tons
containing 230,626 ounces. Dedicated pad feed mined from the offload material
will be 18.3 million tons containing 208,407 ounces. Mined production for the
Reusable pad in 2003 will be 9.2 millions tons containing 325,560 ounces.
Kinross' share of estimated gold equivalent production for 2003 is
350,000 ounces at total cash costs of $196 per ounce.
The completion date of open pit mining is scheduled for 2006. The mill is
currently scheduled to operate from stockpiles until 2007.
Capital expenditures at the Round Mountain mine in 2002 was $8.6 million
compared to $5.0 million during 2001. During 2003, capital expenditures of $16.1
million are planned. These include payment for one 240-ton truck (approximately
$2 million), purchase of a new Caterpillar D11 Dozer (approximately $1.5
million), Carbon Plant expansion including installation of additional carbon
columns (approximately $1 million), construction of phase 4 of the west
dedicated leach pad (approximately $6 million), completion of a mine de-watering
program (approximately $4 million) and general vehicle replacement. Kinross'
share of planned capital expenditures for 2003 is $7.4 million.
130
[ROUND MOUNTAIN SITE MAP]
131
ENVIRONMENTAL REGULATIONS
Kinross' exploration activities and mining and processing operations are
subject to the federal, state, provincial, regional and local environmental laws
and regulations in the jurisdictions in which Kinross' facilities are located.
In all jurisdictions in which Kinross operates, environmental licenses, permits
and other regulatory approvals are required in order to engage in exploration,
mining and processing, and mine closure activities. Regulatory approval of a
detailed plan of operations and a comprehensive environmental impact assessment
is required prior to initiating mining or processing activities or for any
substantive change to previously approved plans. In all jurisdictions in which
Kinross operates, specific statutory and regulatory requirements and standards
must be met throughout the life of the mining or processing operations in regard
to air quality, water quality, fisheries and wildlife protection, archaeological
and cultural resources, solid and hazardous waste management and disposal, the
management and transportation of hazardous chemicals, toxic substances, noise,
community right-to-know, land use, and reclamation. Kinross is currently in
compliance in all material respects with all applicable environmental laws and
regulations.
In 1998, Lassen Gold Mining Inc. (a subsidiary of Kinross) was identified
as a Potentially Responsible Party ("PRP") under the United States Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C.
ss.ss.9601, ET SEQ.; the Resource Conservation and Recovery Act, as amended 42
U.S.C. ss.ss.6901, ET SEQ.; and the California Hazardous Substances Account Act,
as amended, the California Health and Safety Code ss.ss. 25300 et seq., in
connection with the PRC Patterson Superfund Site. Kinross became a member of the
Patterson Environmental Trust that funded the site remediation. The total paid
to the Trust by Kinross was $175,552. As more PRPs were identified and became
contributors to the Trust or participated in funding remediation separately, the
amount of funds held by the Trust exceeded the financial obligation. In 2001, in
accordance with a Cash-Out Settlement Agreement, Kinross was refunded $152,308.
Kinross may receive a supplemental distribution when settlement is reached with
the additional PRPs and from accrued interest in the Trust escrow account. All
remediation and restoration activities have been completed at the PRC Patterson
Superfund site. Kinross no longer has any liability associated with the site.
Other than as disclosed above, Kinross is not a PRP in any other CERCLA
action.
LEGAL PROCEEDINGS AND CONTINGENCIES
DERIVATIVE ACTION
In October 1996, a shareholder derivative action was filed in the Court
of Chancery of Delaware on behalf of a Kinross shareholder, entitled HARRY LEWIS
V. MILTON H. WARD, ET AL., C.A. No. 15255-NC, against Cyprus Amax, Kinross'
directors and Kinross as a nominal defendant. The complaint alleges, among other
things, that the defendants engaged in self-dealing in connection with Kinross'
entry in March 1996 into a demand loan facility provided by Cyprus Amax. The
complaint seeks, among other things, a declaration that the demand loan facility
is not entirely fair to Kinross and damages in an unspecified amount. Kinross
subsequently filed a motion to dismiss the action with the court. On October 30,
2003, the Court of Chancery of Delaware granted Kinross' motion to dismiss the
complaint. The plaintiff appealed this decision on November 30, 2003. Kinross
believes that the complaint is without merit and will continue to defend the
matter as required.
CLASS ACTION
Kinross was named as a defendant in a class action complaint filed on or
about April 26, 2002, entitled ROBERT A. BROWN, ET AL. V. KINROSS GOLD U.S.A.,
INC., ET AL., Case No. CV-S-02-0605-KJD-RJJ, brought in the United States
District Court for the District of Nevada. Defendants named in the complaint are
Kinross, its subsidiaries, Kinross Gold U.S.A., Inc. and Kinam Gold Inc., and
Robert M. Buchan, president and C.E.O. of Kinross. The complaint is brought on
behalf of two potential classes, those who tendered their Kinam preferred stock
into the tender offer for the Kinam $3.75 Series B Preferred Stock made by
Kinross Gold U.S.A. and those who did not. Plaintiffs argue, among other things,
that amounts historically advanced by Kinross to Kinam should be treated as
capital contributions rather than loans, that the purchase of Kinam preferred
stock from institutional investors in July
132
2001 was a constructive redemption of the preferred stock, an impermissible
amendment to the conversion rights of the preferred stock, or constituted the
commencement of a tender offer, that Kinross and its subsidiaries have
intentionally taken actions for the purpose of minimizing the value of the Kinam
preferred stock, and that the amount offered in the tender offer of $16.00 per
share was not a fair valuation of the Kinam preferred stock. The complaint
alleges breach of contract based on the governing provisions of the Kinam
preferred stock, breach of fiduciary duties, violations of the "best price" rule
under Section 13(e) of the Securities Exchange Act of 1934, as amended, and the
NYSE rules, violations of Section 10(b) and 14(e) of the Securities Exchange Act
of 1934, as amended, and Rules 10b-5 and 14c-6(a) hereunder, common law fraud
based on the acts taken and information provided in connection with the tender
offer, violation of Nevada's anti-racketeering law, and control person liability
under Section 20A of the Securities Exchange Act of 1934, as amended. A second
action seeking certification as a class action and based on the same allegations
was also filed in the United States district Court for the District of Nevada on
or about May 22, 2002. It names the same parties as defendants. This action has
been consolidated into the Brown case and the Brown plaintiffs have been
designated as lead plaintiffs. The plaintiffs seek damages ranging from $9.80
per share, plus accrued dividends, to $39.25 per share of Kinam preferred stock
or, in the alternative, the issuance of 26.875 to 80.625 Kinross shares for each
Kinam preferred share. They also seek triple damages under Nevada statutes.
Kinross brought a motion for judgment on the pleadings with respect to the
federal securities claims based on fraud. Discovery was stayed pending the
resolution of this matter. On September 29 2003, the Court ruled that plaintiffs
had failed to adequately state a federal securities fraud claim. The plaintiffs
were given an opportunity to amend the complaint to try and state a claim that
would meet the pleading standards established by the Court but, if they are
unable to do so, these claims will be dismissed. The plaintiffs have filed an
amended complaint with the Court in an effort to eliminate the deficiencies in
their original complaint. Kinross believes the amended complaint is without
merit and anticipates continuing to vigorously defend this litigation.
SETTLEMENT IN GREECE
On December 10, 2003, the Greek government unilaterally terminated the
contract pursuant to which Kinross' two subsidiaries, TVX and TVX Hellas S.A.,
held title to the Hellenic Gold Properties, and invited them to enter into a
settlement agreement. A settlement agreement was then executed on December 12,
2003, pursuant to which the Greek government agreed to pay 11 million euros to
TVX Hellas and mutual releases from all claims were given by each party to the
other. The settlement agreement is subject to the approval of the Greek
Parliament, which has not yet been obtained. TVX Hellas has agreed to augment
the 11 million Euros to be received, with an additional 11 million Euros, and to
contribute all such amounts in full satisfaction of labor and trade liabilities
of TVX Hellas.
THE HELLENIC GOLD PROPERTIES LITIGATION
The Ontario Court (General Division) issued its judgment in connection
with the claim against TVX by three individuals (collectively the "Alpha Group")
on October 14, 1998, relating to TVX's interest in the Hellenic Gold Mining
assets in Greece. The Court rejected full ownership and monetary damages claims
but did award the Alpha Group a 12% carried interest and the right to acquire a
further 12% participating interest in the Hellenic Gold Assets. TVX filed a
notice to appeal and the Alpha Group filed a notice of cross appeal.
Subsequent to the trial decision in October, 1998, TVX received
notification of two actions commenced by 1235866 Ontario Inc. ("1235866"), the
successor to Curragh Inc., Mineral Services Limited and Curragh Limited, against
the Alpha Group, and others, in Ontario and English Courts, in relation to the
claim by the Alpha Group against TVX for an interest in the Hellenic gold mines.
On July 28, 1999, TVX entered into an agreement with 1235866 to ensure that
these new claims would not result in any additional diminution of TVX's interest
in the Hellenic gold mines. 1235866 agreed not to pursue any claim against TVX
for an interest in the Hellenic Gold Properties beyond the interest awarded to
the Alpha Group by the courts. In the event that 1235866 is successful in its
claim against the Alpha Group, 1235866 would be entitled to a 12% carried
interest as defined in the agreement and the right to acquire a 12%
participating interest upon payment of 12% of the aggregate amounts expended by
TVX and its subsidiaries in connection with the acquisition, exploration,
development and operation of the Hellenic Gold Properties up to the date of
exercise. The TVX appeal, the Alpha Group cross appeal and a motion by 1235866
were all heard on February 17, 18 and 25, 2000. By judgment released June 1,
2000, the Court of Appeal, while partially granting the TVX appeal, upheld the
trial decision and rejected the Alpha Group cross appeal. The
133
Court also rejected the motion of 1235866 for a new trial. As a result, TVX
holds, as constructive trustee, a 12% carried interest and a right to acquire
12% participating interest in the Hellenic Gold Properties upon the payment of
costs associated with that interest. The action by 1235866 against the Alpha
Group continues. TVX and the Alpha Group have been unable to agree on the
definition and application of the 12% carried interest and the right to acquire
a 12% participating interest in the Hellenic Gold Properties awarded to Alpha
Group in the trial judgment. Accordingly, in June 2001, a new action was
commenced between the Alpha Group and TVX to clarify the award. TVX anticipates
that the hearing with respect to such matter may be held in 2005.
RUSSIA
In August, 2003, Kinross recently received notice that local taxation
authorities in Russia are seeking a reassessment of the tax paid on Kinross'
Russian operations in the approximate amount of $8.5 million, which includes
penalties and interest. The notice challenges certain deductions taken by
Kinross and tax concessions relating to tax returns filed by Kinross in prior
years. Kinross believes its interpretation of the tax regulations is correct and
has lodged a complaint with the Regional Tax Inspection and filed claims in the
Magadan Arbitrage court refuting the findings of the city tax inspection. After
failing to receive a reply from the Regional Tax Inspection, Kinross has lodged
a complaint with the Federal Ministry of Taxation. In addition, Kinross is
attempting to change the jurisdiction of the action from the Magadan Arbitration
court to the Moscow arbitration court. Kinross will continue to oppose the
reassessment vigorously.
CHILE
Kinross' 100% owned Chilean mining company, Compania Minera Kinam Guanaco
("CMKG") received a tax reassessment from the Chilean IRS. The reassessment, in
the amount of $6.7 million, disallows certain deductions utilized by a third
party. Kinross believes this reassessment will be resolved with no material
adverse affect to Kinross' financial position, results of operations or cash
flows. The third party has indemnified Kinross for any amount in excess of the
claim. There was no activity on this reassessment during the third quarter.
SUMMA
In September 1992, Summa Corporation ("Summa") commenced a lawsuit
against Echo Bay Exploration Inc. and Echo Bay Management Corporation (together,
the "Subsidiaries"), indirect subsidiaries of Echo Bay, alleging improper
deductions in the calculation of royalties payable over several years of
production at McCoy/Cove and another mine, which is no longer in operation. The
matter was tried in the Nevada State Court in April 1997, with Summa claiming
more than $13 million in damages, and, in September 1997, judgment was rendered
for the Subsidiaries. The decision was appealed by Summa to the Supreme Court of
Nevada, which in April 2000 reversed the decision of the trial court and
remanded the case back to the trial court for "a calculation of the appropriate
[ROYALTIES] in a manner not inconsistent with this order." The case was decided
by a panel comprised of three of the seven Justices of the Supreme Court of
Nevada and the Subsidiaries petitioned that panel for a rehearing. The petition
was denied by the three-member panel on May 15, 2000 and remanded to the lower
court for consideration of other defenses and arguments put forth by the
Subsidiaries. The Subsidiaries filed a petition for a hearing before the full
Supreme Court and on December 22, 2000, the Court recalled its previous
decision. Both the Subsidiaries and their counsel believe that grounds exist to
modify or reverse the decision. Echo Bay has $1.5 million accrued related to
this litigation. If the appellate reversal of the trial decision is maintained
and the trial court, on remand, were to dismiss all of the Subsidiaries'
defenses, the royalty calculation at McCoy/Cove would change and additional
royalties would be payable. Neither Echo Bay, nor counsel to the Subsidiaries,
believe it is possible to quantify the precise amount of liability pursuant to a
revised royalty calculation.
HANDY AND HARMAN
On March 29, 2000, Handy & Harman Refining Group, Inc., which operated a
facility used by Echo Bay for the refinement of dore bars, filed for protection
under Chapter 11 of the U.S. Bankruptcy Code. Echo Bay filed a claim for gold
and silver accounts at this refining facility with an estimated market value of
approximately $2.8 million at the time the shipments were made. $0.6 million of
this amount was on behalf of Case, Pomeroy & Company, Inc. ("Case Pomeroy), who
owned a 25 percent interest in the Round Mountain mine at the time of the
134
bankruptcy filing. Echo Bay fully provided for its net claim of $2.2 million as
unrecoverable. Further, in March 2002, the liquidating trustee for Handy &
Harman commenced a series of adversary proceedings against numerous creditors,
including two of Echo Bay's subsidiaries, alleging that certain creditors
received preferential payments in metal or otherwise. The preferential payment
claims against the Echo Bay's subsidiaries approximated $9.0 million.
In October 2003, a settlement was reached between the liquidating
trustee, Echo Bay, Homestake Mining Company, a subsidiary of Barrick Gold
Corporation ("Barrick") and Case Pomeroy. Under the terms of the settlement, the
liquidating agent will receive payments of $0.2 million from Homestake and $0.1
million from Echo Bay. The liquidating agent agrees to release Kinross and
Barrick from any and all future claims. In addition, Echo Bay agrees to waive
the $2.8 million claim against the refinery and to pay $0.2 million to Case
Pomeroy in settlement of their share of the claim.
OTHER
In November 2001, two former employees of Echo Bay brought a claim
against Echo Bay pursuant to the Class Proceedings Act (British Columbia) as a
result of the temporary suspension of operations at Echo Bay's Lupin mine in the
spring of 1998 and the layoff of employees at that time. On August 12, 2002, the
Supreme Court of British Columbia dismissed Echo Bay's application for a
declaration that British Columbia did not have jurisdiction in connection with
this claim or in the alternative, that the Court should decline jurisdiction.
Echo Bay appealed this decision. On April 4, 2003, the appeal was heard by the
Court of Appeal for British Columbia. On May 16, 2003, in a unanimous decision,
the Court of Appeal allowed Kinross' appeal and service was set aside on the
basis that British Columbia does not have jurisdiction in connection with this
claim. In addition the court ordered the former employees to reimburse Echo Bay
for costs associated with the appeal and the Supreme Court of British Columbia
proceedings. On August 18, 2003, counsel for the former employees filed an
application for leave to appeal to the Supreme Court of Canada. Although the
outcome cannot be predicted, Kinross and its counsel believe that Kinross will
prevail.
Kinross is also involved in legal proceedings and claims arising in the
ordinary course of its business. Kinross believes these claims are without merit
and is vigorously defending them. In the opinion of management, the amount of
ultimate liability with respect to these actions will not materially affect
Kinross' financial position, results of operations or cash flows.
EMPLOYEES
At September 30, 2003, Kinross and its subsidiaries employed approximately 2,800
persons. Kinross' employees in the United States and Canada are predominately
non-unionized. At the Porcupine Joint Venture a three-year Collective Bargaining
Agreement was ratified on November 1, 2002. Kinross considers its employee
relations to be good.
135
--------------------------------------------------------------------------------
MANAGEMENT OF KINROSS
--------------------------------------------------------------------------------
DIRECTORS
Set forth below is information regarding the directors of Kinross.
NAME AND PLACE OF PRINCIPAL DIRECTOR SINCE COMMON SHARES CURRENT MEETINGS ATTENDED (3)
RESIDENCE OCCUPATION OWNED, COMMITTEES (3) ------------------------
CONTROLLED OR BOARD COMMITTEES
DIRECTED(1) (TOTAL 11)
-----------------------------------------------------------------------------------------------------------------------
John A. Brough President, January 19, 1994 1,166 A, C, N 11 of 11 A - 7 of 7
Vero Beach, Florida Torwest Inc. C - 3 of 3
(real estate
development
company)
-----------------------------------------------------------------------------------------------------------------------
Robert M. Buchan(2) President and May 31, 1993 136,936 None 11 of 11
Toronto, Ontario Chief Executive
Officer of the
Corporation
-----------------------------------------------------------------------------------------------------------------------
Scott A. Caldwell(3) Executive March 3, 2003 46,516 None
Toronto, Ontario Vice-President
and Chief
Operating Officer
-----------------------------------------------------------------------------------------------------------------------
Arthur H. Ditto Retired Mining May 31, 1993 178,131 None 10 of 11
Toronto, Ontario Executive
-----------------------------------------------------------------------------------------------------------------------
John A. Keyes Retired Mining March 3, 2003 11,666 E 10 of 11 CG - 2 of 2
The Woodlands, Texas Executive E - 3 of 3
-----------------------------------------------------------------------------------------------------------------------
Richard S. Hallisey President of December 4, 2003 None None
Toronto, Ontario Sullivan Holdings
Limited
-----------------------------------------------------------------------------------------------------------------------
John M. H. Huxley Principal, May 31, 1993 41,603 A, C, N 10 of 11 A - 6 of 7
Toronto, Ontario Algonquin C - 3 of 3
Management Inc.
(management
company)
-----------------------------------------------------------------------------------------------------------------------
George A. Michals(3) President, January 31, 2003 27,083 A, CG
Orangeville, Ontario Baymont Capital
Resources Inc.
(investment
holding company)
-----------------------------------------------------------------------------------------------------------------------
Cameron A. Mingay Partner, Cassels January 12, 2001 1,666 CG, E 11 of 11 A - 7 of 7
Toronto, Ontario Brock & Blackwell CG - 2 of 2
LLP (law firm) E - 3 of 3
-----------------------------------------------------------------------------------------------------------------------
John E. Oliver(4) Executive March 7, 1995 7,360 C, CG, N 11 of 11 C - 3 of 3
San Francisco, Managing Director CG - 2 of 2
California and Co-Head E - 3 of 3
Scotia Capital
U.S., Bank of
Nova Scotia
(financial
institution)
-----------------------------------------------------------------------------------------------------------------------
-------------------------
(1) Information respecting holdings of common shares has been provided by
individual directors.
(2) Mr. Buchan also holds 384,613 convertible preferred shares of Kinross
which are convertible into 1,058,390 common shares.
(3) Committees: A-Audit, C-Compensation, CG-Corporate Governance,
E-Environmental, N-Nominating (the Nominating Committee was formed in
November, 2002 and did not meet during fiscal 2002.)
(a) Mr. Michals was appointed to the board on January 31, 2003
following the business combination of Kinross, Echo Bay and TVX.
(b) Mr. Caldwell was appointed to the board on March 3, 2003.
(4) Mr. Oliver was appointed as Independent Chairman on August 1, 2002.
136
Each of the directors has held the principal occupation set forth
opposite his name, or other executive offices with the same firm or its
affiliates, for the past five years, with the exception of Messrs. Cameron A.
Mingay and John A. Keyes. Mr. Mingay, prior to June 1999, was a Partner with
Smith Lyons LLP and Mr. Keyes, prior to January 2001, was President and Chief
Operating Officer of Battle Mountain and prior thereto was Senior Vice-President
of Battle Mountain.
Below is a biography of each of the directors of Kinross:
JOHN A. BROUGH
Mr. Brough has been President of Torwest Inc., a real estate development
company, since 1998. Prior to 1998, Mr. Brough held the position of Executive
Vice-President and Chief Financial Officer of iStar Internet Inc. Prior to 1997,
Mr. Brough was Senior Vice-President and Chief Financial Officer of Markborough
Properties Limited. He holds a Bachelor of Arts degree and is a Chartered
Accountant.
ROBERT M. BUCHAN
Mr. Buchan has been Chief Executive Officer of Kinross since May 1993.
Prior to that he was Vice-Chairman of Dundee Bancorp Inc. Mr. Buchan is a
director of Pacific Rim Mining Corporation and also sits on the Board of the Art
Gallery of Ontario. He has a degree in Mining Engineering and a Masters in
Mineral Economics.
SCOTT A. CALDWELL
Mr. Caldwell has been Executive Vice-President and Chief Operating
Officer of Kinross since June 2002. Prior to that Mr. Caldwell was Senior
Vice-President of Mine Operations of Kinross from 2001 to 2002 and he was and
Senior Vice-President of Surface Operations of Kinross from 1998 to 2001. Prior
to joining Kinross, he was Vice-President of Operations for Echo Bay from 1996
to 1998. Mr. Caldwell has a Bachelor of Science (Mining) degree.
ARTHUR H. DITTO
Mr. Ditto previously held the position of the Vice-Chairman of Kinross
from April 2002 to January 2003. Prior to that, from 1993 to 2002, he was Chief
Operating Officer of Kinross and from 1996 to 2002, he was the President of
Kinross. Mr. Ditto is currently retired and sits on the Board of Montana Tech
Foundation. He holds a Bachelor of Science degree, is a registered Professional
Engineer and has completed the executive development program at the University
of Illinois.
RICHARD S. HALLISEY
Mr. Hallisey is President of Sullivan Holdings Limited. From 1999 to
2001, Mr. Hallisey was Vice-Chairman, National Bank Financial. Prior to 1998,
Mr. Hallisey was Vice-Chairman, First Marathon Securities Limited.
JOHN M. H. HUXLEY
Mr. Huxley has been a principal of Algonquin Management Inc., the manager
of the Algonquin Power Income Fund, since 1997. Prior to that he was President
of Algonquin Power Corporation, a builder, developer and operator of
hydroelectric generating facilities in Canada and the United States. He holds a
Bachelor of Laws degree.
137
JOHN A. KEYES
Mr. Keyes most recently held the position of President and Chief
Operating Officer of Battle Mountain Gold Company until 2001. Mr. Keyes has a
Bachelor of Science degree (honors) and has completed an executive MBA course.
He is currently retired but remains on the board of several non-profit
organizations as well as serving as an advisor to The Haileybury School of
Mines.
GEORGE F. MICHALS
Mr. Michals is President of Baymont Capital Resources Inc., an investment
holding company. Mr. Michals has also served as an active member on the Boards
of a number of private and public companies. From 1987 to 1990, he held the
position of Executive Vice-President and Chief Financial Officer of Canadian
Pacific Limited. He holds a Bachelor of Commerce degree and is a Chartered
Accountant.
CAMERON A. MINGAY
Mr. Mingay has been a partner of Cassels, Brock & Blackwell LLP, a law
firm, since 1999. Prior to 1999 he was a partner of Smith Lyons LLP. He is a
director of Waverider Communications Inc. and the Canadian Parapalegic
Association (Ontario). Mr. Mingay holds a Bachelor of Laws degree and is a
member of the Law Society of Upper Canada.
JOHN E. OLIVER
Mr. Oliver has been Executive Managing Director and Co-Head of Scotia
Capital U.S., Bank of Nova Scotia since October 1999. From 1997 to 1999 Mr.
Oliver was Senior Vice-President, Corporate and Real Estate Banking of Bank of
Nova Scotia and prior thereto, he was Senior Vice-President of Real Estate
Banking of Bank of Nova Scotia. Mr. Oliver was appointed the Independent
Chairman of Kinross in August 2002.
OFFICERS
The following table sets forth the names of each of the officers of
Kinross and all offices of Kinross now held by each of them.
--------------------------------------------------------------------------------
NAME OFFICE HELD
--------------------------------------------------------------------------------
ROBERT M. BUCHAN....... President and Chief Executive Officer
--------------------------------------------------------------------------------
SCOTT A. CALDWELL...... Executive Vice-President and Chief Operating Officer
--------------------------------------------------------------------------------
JERRY W. DANNI......... Vice-President, Environmental Affairs
--------------------------------------------------------------------------------
CHRISTOPHER T. HILL.... Vice-President and Treasurer
--------------------------------------------------------------------------------
JOHN W. IVANY.......... Executive Vice-President
--------------------------------------------------------------------------------
GORDON A. MCCREARY..... Vice-President, Corporate Affairs
--------------------------------------------------------------------------------
BRIAN W. PENNY......... Chief Financial Officer and Vice-President Finance
--------------------------------------------------------------------------------
SHELLEY M. RILEY....... Corporate Secretary
--------------------------------------------------------------------------------
ALLAN D. SCHOENING..... Vice-President, Human Resources and Community Relations
--------------------------------------------------------------------------------
RONALD W. STEWART...... Vice-President, Exploration
--------------------------------------------------------------------------------
JOHN E. OLIVER......... Independent Chairman
--------------------------------------------------------------------------------
ALAN C. EDWARDS........ Vice-President, Operations
--------------------------------------------------------------------------------
138
The following sets forth biographical information for each of the
executive officers of Kinross who is not also a director of Kinross:
JERRY W. DANNI has been Vice President, Environmental Affairs since July 2000.
Prior to joining Kinross, Mr. Danni was Vice President of Environmental Affairs
for Cyprus Climax Metals Company from 1994 to 1999.
CHRISTOPHER T. HILL has been Vice-President, Treasurer since May 1998. Prior to
that he was Treasury Manager, Barrick Gold Corporation from September 1994 to
May 1998.
JOHN W. IVANY has been Executive Vice-President of Kinross since July 1995.
BRIAN W. PENNY has been the Vice-President, Finance and Chief Financial Officer
since May 1993.
SHELLEY M. RILEY has been the Corporate Secretary of Kinross since June 1993.
ALLAN D. SCHOENING has been Vice-President, Human Resources and Community
Relations for Kinross since July 1998. Prior to this he was Director, Human
Resources for Barrick Gold Corporation from May 1995 to June 1998.
RONALD W. STEWART has been the Vice-President, Exploration of Kinross since
March 2002. Prior to that date he was Director of Investor Relations for Placer
Dome from January 2000 to March 2002, Manager Mine Exploration for Placer Dome
from February 1998 to January 2000 and Country Exploration Manager, Indonesia
for Placer Dome from March 1996 to February 1998.
GORDON A. MCCREARY has been Vice-President, Corporate Affairs, since January
2003. Prior to that Mr. McCreary was Vice-President Investor Relations and
Corporate Development of Kinross.
ALAN C. EDWARDS has been Vice-President, Operations, since July 2003. Prior to
that Mr. Edwards was a principal in two mining limited liability partnerships
from February 2002 to June 2003; Senior Vice-President, Operations, for P.T.
Freeport Indonesia from September 2000 to February 2002; Vice-President, Surface
Mines, for P.T. Freeport Indonesia from May 2000 to September 2000; President
and General Manager for Minero C.V. from January 2000 to April 2000; and
Vice-President and General Manager of Minero Coiso Verde from January 1998 to
January 2000.
139
EXECUTIVE COMPENSATION
The following table sets forth all annual and long-term compensation for
services in all capacities to Kinross and its subsidiaries for the fiscal year
ended December 31, 2002, in respect of each of the individuals who were, at
December 31, 2002, the Chief Executive Officer and the four senior executive
officers, whose total salary exceeded $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
=============================== ================================== ============================== =====================
ANNUAL LONG-TERM COMPENSATION ALL OTHER
COMPENSATION
------- ------------ ------------- ---------------- -------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMMON SHARE RESTRICTED
$ $ OPTIONS GRANTED SHARES
# RIGHTS
GRANTED
#
------------------------------- ------- ------------ ------------- ---------------- ------------- ---------------------
Robert M. Buchan 2002 420,479 296,121 124,117 - 50,367
President and CEO 2001 387,360 64,650(2) 66,667 - 52,534
2000 403,932 - 333,333 - 79,183
------------------------------- ------- ------------ ------------- ---------------- ------------- ---------------------
Scott A. Caldwell 2002 203,351 98,704 42,105 - 66,787(3)
Senior Vice-President 2001 172,892 63,527 26,667 - 35,341(3)
Mining Operations 2000 175,037 26,929 33,333 24,000 17,371
------------------------------- ------- ------------ ------------- ---------------- ------------- ---------------------
Arthur H. Ditto(4) 2002 247,274 196,078(5) - - 23,758
Vice-Chairman 2001 228,421 32,900 41,667 - 23,398
2000 232,183 - 145,000 - 43,380
------------------------------- ------- ------------ ------------- ---------------- ------------- ---------------------
John W. Ivany 2002 197,726 98,704 38,916 - 22,199
Executive Vice-President 2001 193,680 64,560 26,667 - 22,055
2000 185,135 - 93,333 - 21,933
------------------------------- ------- ------------ ------------- ---------------- ------------- ---------------------
Brian W. Penny 2002 171,936 74,028 33,835 - 13,109
Vice-President Finance and CFO 2001 159,592 47,904 23,333 - 30,613(3)
2000 161,573 16,830 36,667 9,333 13,775
=============================== ======= ============ ============= ================ ============= =====================
-------------------------
(1) Compensation, which is paid in Canadian dollars, is reported in the
financial statements in United States dollars. The rates of exchange used
to convert Canadian dollars to United States dollars are: 2000 - 1.4854,
2001 - 1.5489, 2002 - 1.5703.
(2) Paid in January 2002.
(3) Included in all other compensation is the value of the Kinross common
shares granted under the restricted share plan in 2000.
(4) Mr. Ditto retired on January 31, 2003.
(5) Paid in February 2003.
For the period January 1 to December 31, 2002, the five senior executives
of Kinross received salaries, bonuses, and other compensation totaling
$2,180,621 in respect of services rendered to Kinross and its subsidiaries.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth stock options granted under Kinross' Stock
Option Plan during the fiscal year ended December 31, 2002, to each of the Named
Executive Officers.
In the case of Messrs. Buchan and Ditto, the options become exercisable
as to 33?% on each of the first, second, and third anniversary of the date of
grant. In the case of Messrs. Caldwell, Ivany, and Penny the options become
exercisable as to 50% on each of the first and second anniversary of the date of
grant. The exercise price of the option is the market value (as defined in the
Share Incentive Plan) of the Kinross common shares on the date of grant. All
references to number of shares and share price reflect the consolidation of the
Kinross common shares on a three-for-one basis on January 31, 2003.
140
OPTION GRANTS IN LAST FISCAL YEAR
===================== ================== =================== ================== ==================== =================
NAME NUMBER % AVERAGE MARKET VALUE ON DATE OF
EXERCISE PRICE GRANT (CDN $/SHARE) EXPIRY
(CDN $/SHARE)
--------------------- ------------------ ------------------- ------------------ -------------------- -----------------
Robert M. Buchan 124,117 24 8.96 8.96 12/12/07
--------------------- ------------------ ------------------- ------------------ -------------------- -----------------
Scott A. Caldwell 42,105 8 8.96 8.96 12/12/07
--------------------- ------------------ ------------------- ------------------ -------------------- -----------------
Arthur H. Ditto - - 8.96 8.96 12/12/07
--------------------- ------------------ ------------------- ------------------ -------------------- -----------------
John W. Ivany 38,916 7 8.96 8.96 12/12/07
--------------------- ------------------ ------------------- ------------------ -------------------- -----------------
Brian W. Penny 33,835 6 8.96 8.96 12/12/07
===================== ================== =================== ================== ==================== =================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
The following table sets forth details of exercised stock options during
the fiscal year ended December 31, 2002, by each of the Named Executive Officers
and the fiscal year end value of unexercised options on an aggregate basis.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
======================== ============ ====================== ============================= ===========================
NAME COMMON AGGREGATE VALUE UNEXERCISED AT FISCAL VALUE OF UNEXERCISED
SHARES REALIZED ($) YEAR-END IN-THE-
ACQUIRED ON EXERCISABLE/UNEXERCISABLE MONEY OPTIONS AT FISCAL
EXERCISE YEAR-
END (CDN $)(1)
EXERCISABLE/UNEXERCISABLE
------------------------ ------------ ---------------------- ----------------------------- ---------------------------
Robert M. Buchan - - 605,555/168,562 3,550,997/665,739
------------------------ ------------ ---------------------- ----------------------------- ---------------------------
Scott A. Caldwell - - 196,665/55,439 679,094/213,604
------------------------ ------------ ---------------------- ----------------------------- ---------------------------
Arthur H. Ditto - - 292,222/27,778 1,618,950/195,002
------------------------ ------------ ---------------------- ----------------------------- ---------------------------
John W. Ivany - - 223,332/52,250 1,177,694/204,515
------------------------ ------------ ---------------------- ----------------------------- ---------------------------
Brian W. Penny - - 114,999/45,502 519,597/178,332
======================== ============ ====================== ============================= ===========================
-------------------------
(1) Value of unexercised-in-the-money options calculated using the closing
price of CDN $11.61 of the Kinross common shares on the TSX on December
31, 2002, less the exercise price of in-the-money stock options.
PENSION AND OTHER BENEFIT PLANS
CANADA
In 1997, Kinross established a deferred profit sharing plan and a
registered retirement savings plan covering all of the Canadian non-unionized
employees. The deferred profit sharing plan provides for basic contributions by
Kinross (which cannot be less than 4% of the member's compensation). In
addition, there is an annual profit sharing contribution based on Kinross'
financial performance. Kinross contributed an aggregate of CDN $62,721 to the
deferred profit sharing plan on behalf of the Named Executive Officers during
the year ended December 31, 2002.
The registered retirement savings plan is available to all Canadian
employees and allows for the minimum contribution of CDN $60 per month with
Kinross matching 100% of this amount with any additional contributions being
matched by 50% up to a maximum of CDN $30. Kinross contributed CDN $2,788 to the
registered retirement savings plan on behalf of each of Messrs. Buchan,
Caldwell, Ivany, and Penny during the year ended December 31, 2002.
141
UNITED STATES
Kinross' subsidiary, Kinross Gold U.S.A., Inc., has various pension plans
in which one executive officer is eligible to participate. Kinross is required
to make certain contributions to the pension plans on behalf of Arthur H. Ditto.
Employees are allowed to make contributions to the 401(k) Savings Plan
from salary deductions each year subject to certain limitations. Kinross has in
past years made matching contributions of 50% of each employee's contributions,
but subject to a maximum contribution of 3% of the employee's annual
compensation. Employees are always fully vested in their own salary deferral
contributions and become fully vested (in 33?% increments) in any contribution
by Kinross after three years. Participants are allowed to direct the investment
of their account within a group of designated investment funds. Kinross
contributed CDN $4,591 to the 401(k) Savings Plan on behalf of Arthur H. Ditto
during the year ended December 31, 2002.
Kinross established a defined contribution money purchase plan (the
"Money Purchase Plan") in which substantially all of the employees in the United
States participate. The Money Purchase Plan is funded entirely by Kinross.
Kinross contributes 5% of the employees' annual wages to this plan. Kinross is
required to make contributions to this plan such that no unfunded pension
obligations exist. Participants are allowed to direct the investment of the
pension plan account balances. Kinross contributed CDN $7,652 to the Money
Purchase Plan on behalf of Arthur H. Ditto during the year ended December 31,
2002.
EMPLOYMENT CONTRACTS
Kinross has entered into a severance agreement with each of the Named
Executive Officers. Each of the severance agreements provides for a severance
payment equal to two (in the case of Messrs. Ivany, Caldwell, and Penny) or 2.5
(in the case of Messrs. Buchan and Ditto) multiplied by the sum of the Named
Executive Officer's annual compensation (annual base salary and benefits) and
target bonus. In the case of Messrs. Buchan and Ditto, the severance payment may
be paid to the Named Executive Officer following a change of control of Kinross,
at the option of the Named Executive Officer. On January 31, 2003, Mr. Ditto
retired as Vice-Chairman of Kinross and received payments in consideration of
the grant of a release of his entitlement under his severance agreement. In the
case of Messrs. Caldwell, Ivany, and Penny, the severance is paid to the Named
Executive Officer if a triggering event occurs following a change of control. A
triggering event includes: (i) an adverse change in the employment terms of the
executive, (ii) a diminution of the title of the executive; (iii) a change in
the person to whom the executive reports (subject to certain exceptions); and
(iv) a change in the location at which the executive is required to work
(subject to certain exceptions). The severance amount is payable at the option
of Messrs. Ivany, Caldwell, and Penny provided the exercise of such option
occurs within 18 months following the change of control and within six months of
the triggering event.
Other than as described above, Kinross (and its subsidiaries) have no
employment contracts in place with the Named Executive Officers and no
compensatory plans or arrangements with respect to the Named Executive Officers
that results or will result from the resignation, retirement or any other
termination of employment of such officers' employment with Kinross (and its
subsidiaries), from a change of control of Kinross (and its subsidiaries) or a
change in the Named Executive Officers' responsibilities following a change of
control.
DIRECTORS AND OFFICERS' INSURANCE
Kinross has purchased an insurance policy which covers actions against
its directors and officers. The policy covers judgments and defense costs of up
to CDN $25,000,000 per lawsuit, with a maximum coverage of CDN $25,000,000 per
year and a deductible of CDN $1,000,000 per claim. The total premium paid for
this policy for the period February 1, 2003, to February 1, 2004, is CDN
$687,500.
142
COMPENSATION OF DIRECTORS
For the year ended December 31, 2002, each director who is not a salaried
employee of Kinross or any of its subsidiaries was paid CDN $15,000 per annum
for his services as a director. Directors were also paid a fee of CDN $1,250 for
attendance at meetings of the Board of Directors of Kinross. The remuneration
provided above is paid quarterly in arrears. In addition, such directors are
entitled to the reimbursement of their expenses. Additionally, members of the
Audit, Compensation, Corporate Governance, and Environmental Committees received
a fee of CDN $1,250 per meeting and the Chairman of each of these committees
received CDN $2,000 for acting in this capacity.
ACTIVITIES OF THE COMPENSATION COMMITTEE
The Compensation Committee members are Messrs. Oliver (Chairman), Brough,
and Huxley, all of whom are unrelated directors, as defined in the corporate
governance guidelines of the TSX (the "TSX Guidelines"). In carrying out its
mandate, the Compensation Committee met three times during the year ended
December 31, 2002. In addition to the activities reported below, the
Compensation Committee developed a written charter for the Compensation
Committee and recommended the adoption of the charter to the Board of Directors.
REPORT ON EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION PROGRAM
The executive compensation program of Kinross is designed to encourage,
compensate, and reward employees on the basis of individual and corporate
performance, both in the short and long term. Base salaries are set at levels
which are competitive with the base salaries paid by similar corporations within
the mining industry. Compensation is directly tied to corporate and individual
performance. Bonuses are directly tied to the performance of Kinross. Share
ownership opportunities are provided as an incentive to align the interests of
senior officers with the longer term interests of shareholders and to reward
past performance.
Compensation for Named Executive Officers, as well as for the senior
officers as a whole, consists of a base salary, bonus, stock options, and
restricted share rights.
During the year ended December 31, 2002, the Compensation Committee
determined that it was desirable to obtain professional advice regarding the
compensation of the senior officers of Kinross and for a review to be conducted
generally in relation to compensation matters that are properly within the
purview of the Committee. Mercer Human Resources Consulting LLC ("Mercer") was
retained to work with the Compensation Committee on executive compensation and
related governance requirements, including in particular:
(a) conducting interviews with senior management and the Board of
Directors to review the performance management process;
(b) executive compensation benchmarking;
(c) studying director compensation;
(d) the CEO evaluation process; and
(e) the appropriate quantum of transaction bonuses.
Reports were then prepared by Mercer pertaining to transaction bonuses, director
compensation, corporate governance considerations and executive compensation.
These reports were discussed in detail with the Compensation Committee.
143
BASE SALARY
Corporate office base salaries are established at a competitive level.
The level of base salary for each senior officer of Kinross is determined by the
level of responsibility and the importance of the position to Kinross.
For 2002, the President and Chief Executive Officer presented salary
recommendations to the Compensation Committee with respect to the senior
officers of Kinross. The Compensation Committee's recommendations for the base
salaries for the senior officers were then submitted for approval by the Board
of Directors of Kinross.
PRESIDENT AND CHIEF EXECUTIVE OFFICER COMPENSATION
The Chairman of the Compensation Committee presents recommendations to
the Compensation Committee with respect to the President and Chief Executive
Officer. In setting the President and Chief Executive Officer's salary for 2002,
the Compensation Committee reviewed salaries paid to other senior officers in
Kinross, salaries paid to other chief executive officers in the industry and the
President and Chief Executive Officer's impact on the achievement of Kinross'
objectives for the previous financial year. The Compensation Committee's
recommendation for the base salary for the President and Chief Executive Officer
was submitted for approval to the Board of Directors.
BONUS
The Committee set the proposed bonuses for the 2002 fiscal year of
Kinross for the Named Executives Officers based on the performance of the Chief
Executive Officer and the senior executives with reference to the Mercer reports
discussed above with particular emphasis on the following performance metrics:
(a) shareholder value creation;
(b) corporate financial performance; and
(c) implementation of strategic goals.
The Committee also reviewed comparator groups to determine that bonuses were in
line with market expectations.
SHARE INCENTIVE PLAN
The Share Incentive Plan of Kinross is designed to advance the interests
of Kinross by encouraging employees to acquire equity participation in Kinross
through the acquisition of Kinross common shares. The Share Incentive Plan
consists of a stock option plan (the "Stock Option Plan") and a share purchase
plan (the "Share Purchase Plan"). Currently the maximum number of Kinross common
shares issuable pursuant to the Share Incentive Plan is 6,833,332, representing
approximately 2.1% of the number of Kinross common shares currently issued and
outstanding.
OPTIONS
The Stock Option Plan of Kinross is administered by the Compensation
Committee and forms part of Kinross' Share Incentive Plan. The Stock Option Plan
is designed to give each holder of an option an interest in preserving and
maximizing shareholder value in the longer term, to enable Kinross to attract
and retain individuals with experience and ability and to reward individuals for
current and future performance. The Compensation Committee considers option
grants when reviewing key employee compensation packages. Any grant
recommendations made by the Compensation Committee requires approval by the
Board of Directors of Kinross. In determining the number of options to be
granted, the Compensation Committee gives consideration to an individual's
present and potential contribution to the success of Kinross.
144
The number of options which may be issued under the Stock Option Plan in
the aggregate and in respect of any fiscal year is limited under the terms of
the Stock Option Plan and cannot be increased without shareholder and regulatory
approval. The exercise price per share is not less than the closing price of the
Kinross common shares on the TSX on the trading day preceding the day on which
the option is granted. Each option is for a term of five years and have various
vesting periods.
The maximum number of Kinross common shares issuable under the Stock
Option Plan is currently set at 4,166,666 in the aggregate, representing 1.3% of
the outstanding number of Kinross common shares. The maximum number of Kinross
common shares reserved for issue to any one person under the Stock Option Plan
is limited to 5% of the outstanding number of Kinross common shares from time to
time.
The initial grants of options to directors, officers, and employees of
Kinross and options granted by and inherited from Kinross' predecessor companies
were ratified by the full Board of Directors of Kinross. All subsequent grants
were reviewed by the Compensation Committee and recommended to and approved by
the Board of Directors of Kinross.
SHARE PURCHASE PLAN
Employees of Kinross or designated affiliates are entitled to contribute
up to 10% of their annual basic salary to the Share Purchase Plan. Kinross
matches the participant's contribution on a quarterly basis and each participant
is then issued Kinross common shares having a value equal to the aggregate
amount contributed to the Share Purchase Plan by the participant and by Kinross.
The purchase price per share is the weighted average trading price or the
average of the high and low board lot trading prices of the Kinross common
shares on the TSX, for participants resident in Canada, or the NYSE, for
participants resident in the United States, for the 20 consecutive trading day
period prior to the end of the calendar quarter in respect of which the Kinross
common shares are issued. Such Kinross common shares are delivered to
participants 12 months following their date of issue. In the event of
termination of employment or death of an employee, any portion of the
participant's contribution then held in trust shall be paid to the participant
or his or her estate and any portion of Kinross' contribution shall be returned
to Kinross. In addition, any Kinross common shares held in safekeeping will be
purchased for cancellation at an amount equal to the participant's contribution
and the proceeds will be paid to the participant. The maximum number of Kinross
common shares issuable under the Kinross Purchase Plan is currently set at
2,666,666 Kinross common shares in the aggregate.
RESTRICTED SHARE RIGHTS
The Restricted Share Plan of Kinross is administrated by the Compensation
Committee. The purpose of the Restricted Share Plan is to advance the interests
of Kinross through the motivation, attraction, and retention of employees,
directors, and consultants of Kinross and to secure for Kinross and its
shareholders the benefits inherent in the ownership of Kinross common shares to
key employees, directors, and consultants of Kinross. Restricted share rights
("Restricted Share Rights") may be granted by the Compensation Committee to
employees, officers, directors, and consultants of Kinross as a discretionary
payment in consideration of past services to Kinross. In determining the
eligibility of participants to the Restricted Share Plan, the Compensation
Committee considers the present and potential contributions and the services
rendered by each particular participant to the success of Kinross.
A Restricted Share Right is exercisable into one Kinross common share for
a certain period of time in accordance with the terms of the Restricted Share
Plan. The maximum number of Kinross common shares issuable under the Restricted
Share Plan is currently set at 333,333. The maximum number of Kinross common
shares issuable to insiders pursuant to the Restricted Share Plan, with a
one-year period, is limited to 10% of the total number of Kinross common shares
then outstanding. The maximum number of Kinross common shares issuable to any
one insider and such insider's associates pursuant to the Restricted Share Plan,
within a one-year year period, is limited to 5% of the total number of Kinross
common shares then outstanding. The maximum number of Kinross common shares
reserved for issue to any one person under the Restricted Share Plan is limited
to 5% of the total number of Kinross common shares then outstanding. The maximum
number of Kinross common shares reserved for
145
issue to any one person under the Restricted Share Plan is limited to 5% of the
number of Kinross common shares outstanding from time to time.
The grant of a Restricted Share Right is evidenced by a Restricted Share
Rights agreement between a participant and Kinross which is subject to the
Restricted Share Plan and may be subject to other terms and conditions that are
not inconsistent with the Restricted Share Plan and which the Compensation
Committee deems appropriate.
The foregoing report dated May 8, 2003, has been furnished by the
Chairman of Compensation Committee on the Committee's behalf.
(Signed) John E. Oliver
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following chart compares the yearly percentage changes in the
cumulative total shareholder return on the Kinross common shares against the
cumulative total shareholder return of the TSX 300 Index and the TSX Gold and
Silver Index for the period December 31, 1997, to December 31, 2002.
COMPARISON OF CUMULATIVE TOTAL SHAREHOLDER RETURN ON THE KINROSS COMMON SHARES,
THE TSX 300 INDEX AND THE TSX GOLD AND SILVER INDEX
[CHART SHOWING PERFORMANCE OF KINROSS COMMON SHARES, S&P/TSX COMPOSITE INDEX,
AND TSX GOLD AND PRECIOUS METALS INDEX]
1997 1998 1999 2000 2001 2002
Kinross Gold Corporation 100.00 72.78 57.94 17.51 25.73 83.66
S&P/TSX Composite Index 100.00 98.42 129.63 139.23 121.73 106.59
TSX Gold and Precious Minerals Index 100.00 93.46 77.58 69.82 82.58 105.01
146
--------------------------------------------------------------------------------
PRINCIPAL SHAREHOLDERS OF KINROSS
--------------------------------------------------------------------------------
The table below sets forth information as to each person owning of record
or who was known by Kinross to own beneficially more than 5% of the Kinross
common shares as of December 9, 2003, and information as to the ownership of
Kinross common shares by each of its directors and by all directors and
executive officers as a group. Except as otherwise indicated, all shares are
owned directly, and the persons named in the table have sole voting and
investment power with respect to shares shown as beneficially owned by them.
Amount and Nature of Percent of Kinross'
Name and Address of Beneficial Owner(1) Beneficial Ownership(1) Common Shares
---------------------------------------------- ------------------------- ----------------------
FMR Corp.
82 Devonshire Street
Boston, MA 02109 54,792,110 15.9%
AIM Funds Management, Inc.
5140 Yonge Street, Suite 900
Toronto, Ontario MZN 6X7 27,249,900 7.8%
John A. Brough 1,116 (2)
Robert M. Buchan 142,976 (2)
Scott A. Caldwell 49,028 (2)
Arthur H. Ditto 192,593 (2)
Richard S. Hallisey 0 (2)
John M. H. Huxley 41,603 (2)
John A. Keyes 11,666 (2)
George F. Michals 27,083 (2)
Cameron A. Mingay 1,666 (2)
John E. Oliver 7,360 (2)
EXECUTIVE OFFICERS (2)
John W. Ivany 24,350 (2)
Brian W. Penny 5,599 (2)
Scott A. Caldwell 49,028 (2)
All Directors, nominees for director,
and executive officers as a group
twelve (12) persons 592,071 (2)
-------------------------
(1) The information in the foregoing table is based on 345,603,106 Kinross
common shares outstanding as of December 9, 2003. With respect to
Fidelity, this information was supplied by the shareholder, including
filings as required under section 13 of the Securities and Exchange Act
of 1934.
(2) Less than 1%.
147
--------------------------------------------------------------------------------
MARKET PRICE FOR KINROSS COMMON SHARES
--------------------------------------------------------------------------------
In Canada, the Kinross common shares trade on the TSX under the symbol
"K." The Kinross common shares trade on the NYSE under the symbol "KGC." The
Kinross common shares began trading on the NYSE on February 3, 2003. The
following table sets forth, for the periods indicated, the high and low sales
prices of the Kinross common shares on the TSX and the NYSE.
Kinross Common Shares on the TSX(1)(2) Kinross Common Shares on the
NYSE(1)(2)(3)
--------------------------------------- --------------------------------------
Average Average
Daily Daily
High Low Trading High Low Trading
Volume Volume
------------ ------------ ------------- ------------ ------------ ------------
(CDN (CDN (U.S. (U.S.
Dollars) Dollars) Dollars) Dollars)
Fiscal Year Ended December 31, 1998 21.45 8.10 323,136 15.00 5.25 31,331
Fiscal Year Ended December 31, 1999 16.65 6.81 245,226 11.06 4.50 43,325
Fiscal Year Ended December 31, 2000 10.05 1.50 244,338 6.94 1.13 59,121
Fiscal Year Ended December 31, 2001
First Quarter 3.12 1.98 217,003 1.98 1.31 57,332
Second Quarter 4.89 2.10 529,899 3.60 1.32 137,884
Third Quarter 5.19 3.57 379,393 3.15 2.31 89,226
Fourth Quarter 4.59 2.85 331,562 2.97 1.86 58,322
Fiscal Year Ended December 31, 2002
First Quarter 6.42 3.51 907,887 4.02 2.13 143,703
Second Quarter 13.32 5.55 2,146,161 8.70 3.48 394,243
Third Quarter 11.25 6.18 1,695,503 7.20 3.75 282,677
Fourth Quarter 12.06 7.23 1,494,885 7.71 4.62 288,623
Fiscal Year Ending December 31, 2003
First Quarter 12.33 7.72 2,568,167 8.10 5.23 796,587
Second Quarter 9.88 7.92 2,132,746 7.39 5.34 645,859
Third Quarter 11.30 8.06 3,425,746 8.29 5.70 1,260,880
Month Ended
June 30, 2003 9.88 8.78 1,908,296 7.39 6.49 618,210
July 31, 2003 9.58 8.06 2,138,622 6.94 5.70 782,477
August 31, 2003 10.68 8.90 2,927,240 7.67 6.35 1,262,200
September 30, 2003 11.30 9.74 5,248,862 8.29 7.20 1,760,743
October 31, 2003 11.02 9.45 2,658,746 8.38 7.04 1,197,557
November 30, 2003 11.65 9.66 2,598,546 8.95 7.35 1,382,416
December(2) 12.05 11.22 2,568,282 9.29 8.58 1,429,214
-------------------------
(1) All amounts presented have been restated to reflect a three old for one
new share consolidation which was completed on January 31, 2003.
(2) Information presented through December 9, 2003.
(3) From August 1, 2001 until February 3, 2003, the Kinross common shares
were listed on the American Stock Exchange under the symbol "KGC." Prior
to August 1, 2001, the Kinross common shares were listed on the NYSE.
In addition to common shares, Kinross has redeemable retractable
preferred shares outstanding. As of November 28, 2003, there were 24,648 holders
of record of Kinross common shares (including holders who are nominees for an
undetermined number of beneficial owners).
148
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KINROSS SELECTED FINANCIAL DATA
--------------------------------------------------------------------------------
The selected financial data presented in this Proxy Statement/Prospectus
should be read in conjunction with the consolidated financial statements of
Kinross and the notes thereto and the discussion under the caption
"--Management's Discussion and Analysis of Financial Condition and Results of
Operations."
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF KINROSS
The financial data set forth in the table below, except for the nine
months ended September 30, 2003, which is unaudited, has been selected by
Kinross and has been derived from the audited financial statements for the
periods indicated.
The selected consolidated financial data set forth below should be read
in conjunction with the consolidated financial statements of Kinross and the
notes thereto included in this Proxy Statement/Prospectus, and management's
discussion and analysis of financial condition and results of operations
included in this Proxy Statement/Prospectus. The financial information as at
December 31, 2002 and 2001, and for the years ended December 31, 2002, 2001, and
2000, is derived from the audited consolidated financial statements of Kinross
included in this Proxy Statement/Prospectus. The financial information as of
December 31, 2000, 1999, and 1998, and for the years ended December 31, 1999,
and 1998, is derived from audited consolidated financial statements of Kinross
that are neither included nor incorporated by reference in this Proxy
Statement/Prospectus. The financial information as at September 30, 2003, and
for the nine months ended September 30, 2003, and 2002, is derived from the
unaudited consolidated financial statements of Kinross included in this Proxy
Statement/Prospectus.
Readers should read Note 21 to the audited consolidated financial
statements for a reconciliation of the financial statements to U.S. GAAP. The
formation of Kinross on May 31, 1993, qualifies under International Accounting
Standard No. 22 (IAS 22), business combinations, as a uniting of interests and
thereby has been accounted for as a pooling of interests.
Readers should note that in the United States, reporting standards for
auditors require the addition of an explanatory paragraph (following the opinion
paragraph) when there are changes in accounting principles that have a material
effect on the comparability of the financial statements, such as the changes
described in Note 1 to Kinross' consolidated financial statements. The auditor's
report to the shareholders dated March 3, 2003, except as to Note 23(b), which
is as of March 26, 2003, is expressed in accordance with Canadian reporting
standards, which do not require a reference to such changes in accounting
principles in the auditors' report when the changes are properly accounted for
and adequately disclosed in the financial statements.
The consolidated financial statements have been prepared in accordance
with Canadian generally accepted accounting principles, which differ in certain
respects from generally accepted accounting principles in the United States. See
Note 21 of the audited consolidated financial statements of Kinross and Note 13
of the unaudited interim consolidated financial statements of Kinross for a
description of these differences.
Kinross utilizes the U.S. $ as its reporting currency. All financial data
presented below are in millions of dollars except per share data and number of
shares outstanding.
149
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------------- --------------------------------------------------------------
2003 2002 2002 2001 2000 1999 1998
------------ ------------ ----------- ------------ ------------ ----------- -------------
(CDN GAAP)
FOR THE PERIOD:
Revenue $ 434.1 $ 196.3 $ 275.2 $ 282.9 $ 289.3 $ 317.0 $ 286.6
Loss from operations (14.7) (11.4) (31.5) (29.8) (113.5) (231.0) (240.3)
Net loss (22.5) (18.0) (30.9) (36.3) (125.4) (243.9) (243.1)
Net loss attributable to common
shareholders (12.5) (23.5) (38.2) (44.0) (132.6) (250.4) (249.0)
Cash flow provided from operating
activities 81.7 48.5 62.9 74.5 47.8 69.5 102.0
Cash flow from (used in)
financing activities (8.3) (8.1) 67.8 (46.5) (36.8) (31.5) (107.6)
Cash flow provided from (used in)
investing activities (102.8) (36.9) (41.1) (24.8) (47.1) (77.5) (31.3)
Weighted average common shares
outstanding (millions) 297.4 118.2 119.7 104.5 99.4 99.7 77.7
Capital expenditures 52.3 18.1 22.6 30.4 41.6 44.0 33.8
PER COMMON SHARE:
Net loss - basic and diluted $ (0.04) $ (0.20) $ (0.32) $ (0.42) $ (1.33) $ (2.52) $ (3.21)
Cash dividends to common shareholders -- -- -- -- -- -- --
Dividends declared per common share -- -- -- -- -- -- --
AT PERIOD END:
Cash and cash equivalents $ 141.2 $ 84.5 $ 170.6 $ 81.0 $ 77.8 $ 113.9 $ 153.4
Current assets 273.2 163.5 246.2 138.7 156.3 215.1 264.6
Total assets 2,054.3 532.4 598.0 577.6 700.0 882.4 1,114.8
Current liabilities 118.4 68.8 73.8 76.7 81.6 90.5 80.4
Long-term debt(1) 33.5 76.9 60.4 92.5 145.6 177.6 192.1
Convertible preferred shares of
subsidiary company 12.6 12.6 12.9 48.0 91.8 88.3 88.3
Net shareholders' equity 1,749.0 337.0 418.9 331.6 340.9 477.1 691.2
Working capital 154.8 94.7 172.4 62.0 74.7 124.6 184.2
150
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
--------------------- -----------------------------------------------------------
2003 2002 2002 2001 2000 1999 1998
---------- ---------- ----------- ----------- ----------- ----------- -----------
(U.S. GAAP) (RESTATED)
FOR THE PERIOD:
Loss from operations $ (30.9) $ (28.0) $ (46.6) $ (28.4) $ (91.4) $ (215.3) $ (322.6)
Net income (loss) (52.8) 28.6 17.3 (32.3) (113.6) (228.3) (325.8)
Net income (loss) attributable to common (52.8) 28.6 17.3 (32.3) (113.6) (228.3) (325.8)
shareholders
Cash flow provided from operating activities 75.2 33.9 33.2 41.6 19.5 40.4 97.5
Cash flow provided from (used in) financing (4.1) (2.5) 74.7 (6.5) (12.5) (7.0) (106.7)
activities
Cash flow from (used in) investing activities (71.1) (35.7) (37.6) (23.3) (46.9) (75.3) 40.2
Net income (loss) per share - basic and diluted $ (0.18) $ (0.24) $ 0.14 $ (0.31) $ (1.14) $ (2.29) $ (4.19)
AT PERIOD END:
Current assets $ 274.7 $ 131.4 $ 204.6 $ 123.6 $ 118.6 $ 178.4 $ 239.2
Current liabilities 150.8 79.4 90.2 69.9 51.2 64.1 65.0
Total assets 2,096.2 542.2 611.2 526.2 602.3 758.0 952.6
Long-term debt (2) 33.5 174.8 159.9 184.9 205.3 218.1 203.5
Net shareholders' equity 1,758.8 243.5 321.9 201.5 67.4 318.6 512.9
Working capital 123.9 52.0 114.4 53.7 67.4 114.3 174.2
-------------------------
(1) Includes long-term debt (current and long-term portions), the debt
component of Kinross' 5.5% convertible subordinated unsecured debentures
and Kinross' redeemable retractable preferred shares.
(2) Includes long-term debt (current and long-term portions), Kinross' 5.5%
convertible subordinated unsecured debentures and Kinross' redeemable
retractable preferred shares.
(3) Subsequent to the exchange of debt securities, Kinross accounted for its
share investment in Echo Bay as an available for sale security under U.S.
GAAP. At January 31, 2003, when Kinross acquired the remaining
outstanding common shares of Echo Bay, Kinross retroactively restated its
2002 financial statements to account for its share investment in Echo Bay
on an equity basis. As a result, Kinross reversed an unrealized gain of
$21.8 million previously included in other comprehensive income,
increased its deficit by $0.7 million to reflect its share of equity
losses for the period ended December 31, 2002, and correspondingly
reduced the carrying value of its investment. In addition, Kinross
decreased long-term investments and recorded a share of loss in investee
company of $1.0 million for the one month ended January 31, 2003, and
increased long-term investments and recorded a share of income in
investee company of $0.7 million for the nine month period ended
September 30, 2002.
For U.S. GAAP purposes, as a result of the business combination on January 31,
2003, Kinross recognized an additional $40.8 million of goodwill representing
the difference in carrying value of its share investment in Echo Bay between CDN
and U.S. GAAP.
151
152
EXCHANGE RATE DATA
References in this document to "U.S. dollars," or "U.S. $" are to the
currency of the United States and references to "Canadian dollars," or "CDN $"
are to the currency of Canada. Solely for your convenience, we have provided the
following information. You should not take this information as an assurance that
the Canadian dollar amounts currently represent U.S. dollar amounts or could be
converted into U.S. dollars at the rate indicated or at any other rate, at any
time.
The following table sets forth, for each period indicated, the high and
low exchange rates for one U.S. dollar expressed in Canadian dollars, the
average of such exchange rates during such period, and the exchange rate at the
end of such period, based upon the noon buying rate as reported by the Bank of
Canada:
Exchange Rates
-----------------------------------------------------------------
High Low Average Period End
----------- ------------- ------------- --------------
(Canadian Dollars)
Fiscal Year Ended December 31, 2000 1.5593 1.4341 1.4852 1.5002
Fiscal Year Ended December 31, 2001 1.6012 1.4936 1.5482 1.5956
Fiscal Year Ended December 31, 2002 1.6132 1.5110 1.5703 1.5796
Fiscal Year Ending December 31, 2003
First Quarter 1.5747 1.4656 1.4693 1.5098
Second Quarter 1.4846 1.3342 1.3553 1.3984
Third Quarter 1.4116 1.3363 1.3504 1.3801
-------------------------
As of December 12, 2003, the noon buying rate as reported by the Bank of
Canada was CDN $1.315 per U.S. $1.00.
153
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KINROSS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
All results are expressed in United States dollars unless otherwise
stated.
The Management's discussion and analysis ("MD&A") provides a detailed
discussion and analysis of Kinross' financial results with those of the two
previous years. The MD&A for the nine months ended September 30, 2003, provides
a detailed analysis of Kinross' financial results with those of the nine months
ended September 30, 2003. The MD&A should be read in conjunction with the
consolidated financial statements and notes commencing on page F-A1 of this
Proxy Statement/Prospectus. The financial statements are expressed in United
States dollars and in accordance with Canadian generally accepted accounting
principles. These statements, together with the following MD&A are intended to
provide investors with a reasonable basis for assessing the results of
operations and financial performance of Kinross as well as certain forward
looking information related to potential future results.
The MD&A is comprised of eight key sections. The Overview provides a high
level summary of production, financial results and cash flow provided from
operating activities. The Mergers and Acquisitions section provides a summary of
the combination between Kinross, TVX, and Echo Bay, which was completed on
January 31, 2003. The Financial Results section provides a detailed analysis of
sales, results of operations for each mine, reports on other items that effect
net loss. The Liquidity and Financial Resources section provides information on
cash flow provided from operations, cash flow provided from and used in
financing activities and cash flow used in investing activities. The Critical
Accounting Policies section provides an overview of Kinross' critical accounting
policies. In the Business Risks and Management section, the risks associated
with the business are identified (including market risks) and the risk
management programs that are in place to manage these risks. The Strategy
section describes Kinross' strategic plan and finally the Outlook section
provides summary information on Kinross in the year ahead (detailed information
is provided throughout the MD&A).
OVERVIEW
Kinross is engaged in the mining and processing of gold and silver ore
and the exploration for and acquisition of gold-bearing properties, principally
in the Americas and Russia. Kinross' products are gold and silver produced in
the form of dore that is shipped to refineries for final processing.
Kinross' attributable gold equivalent production was 888,634 ounces in
2002, a decrease of 6% when compared to 944,803 ounces in 2001 and a decrease of
6% when compared to 2000 production of 943,798 ounces. Average total cash costs
per attributable gold equivalent ounce were $201 in 2002, compared to $193 in
2001 and $202 in 2000. Cash flow provided from operating activities in 2002 was
$62.9 million, compared to $74.5 million in 2001 and $47.8 million in 2000. Cash
flow proceeds from operating activities decreased in 2002 due to lower gold
equivalent production, and a decrease in the proceeds from the restructuring of
the gold forward sales contracts when compared to 2001. In 2002, a $7.7 million
non-cash charge was recorded to increase the estimated cost of final remediation
of certain previously closed mines. This, combined with the results of
operations from the current portfolio of mines, resulted in a 2002 net loss for
the year of $30.9 million, or $0.32 per share. The 2002 loss compares to a $36.3
million, or $0.42 per share loss in 2001 and a $125.4 million, or $1.33 per
share net loss in 2000. All per share information has been adjusted to give
retroactive effect for the three for one consolidation of its common shares,
which was completed on January 31, 2003. The losses in 2001 and 2000, included
non-cash charges of $16.1 million and $72.1 million, respectively.
Effective January 1, 2002, Kinross adopted the new Canadian Institute of
Chartered Accountants ("CICA") recommendations for foreign currency translation.
This standard eliminates the practice of deferring and amortizing unrealized
translation gains and losses on foreign currency denominated monetary items that
have a fixed or ascertainable life extending beyond the end of the fiscal year
following the current reporting period. Foreign exchange gains or losses arising
on translation of these monetary items are now included in the determination of
154
current period losses. Kinross previously had unrealized foreign exchange gains
and losses on converting the debt component of Canadian dollar dominated
convertible debentures to U.S. dollars. In addition, the Canadian dollar
denominated redeemable retractable preferred shares were translated into U.S.
dollars at the historical rate on the date of issue. The adoption of this new
standard has been applied retroactively with prior year comparative amounts
restated. The effects on the consolidated financial statements were to decrease
deficit at December 31, 2001, and 2000, by $2.8 million and $2.2 million,
respectively, to decrease the foreign exchange loss by $0.6 million in 2001 and
to increase the foreign exchange gain by $0.7 million in 2000.
MERGERS AND ACQUISITIONS
Kinross, TVX, and Echo Bay entered into a combination agreement dated
June 10, 2002, as amended as of July 12, 2002, and November 19, 2002, for the
purpose of combining the ownership of their respective businesses. The
combination was effected by way of a plan of arrangement under the Canada
Business Corporations Act ("CBCA") with an effective date of January 31, 2003.
In a separate transaction, TVX and a subsidiary of TVX have entered into
two agreements dated June 10, 2002, each as amended as of November 19, 2002,
with a subsidiary of Newmont. Pursuant to these agreements, TVX acquired
Newmont's 50% non-controlling interest in the TVX Newmont Americas joint venture
("TVX Newmont J/V") for an aggregate purchase price of $180.0 million with an
effective date of January 31, 2003.
Pursuant to the arrangement, TVX amalgamated with a newly formed, wholly
owned subsidiary of Kinross on January 31, 2003, and each holder of TVX common
shares received 2.1667 common shares of Kinross. Also pursuant to the
arrangement, shareholders of Echo Bay (other than shares owned by Kinross)
received 0.1733 common shares of Kinross for each Echo Bay common share. The
exchange ratio reflects the three for one consolidation of the Kinross common
shares that was completed on January 31, 2003, prior to the arrangement. Kinross
issued 177.8 million common shares with a fair value of $1,269.5 million with
respect to the TVX and Echo Bay acquisitions.
The TVX Newmont J/V held interests in various operating mines located in
Canada, Brazil and Chile. The production from the TVX Newmont J/V in 2002 was
473,602 ounces of gold equivalent. Echo Bay held interests in various operating
mines in Canada and the United States. Echo Bay's share of production from these
mines in 2002 was 522,208 ounces of gold equivalent.
The acquisitions are being accounted for using the purchase method of
accounting in accordance with both sections 1581 "Business Combinations," of the
CICA Handbook for the purposes of Canadian generally accepted accounting
principles ("CDN GAAP") and Statement of Accounting Standards ("SFAS") 141,
"Business Combinations," for the purposes of United States generally accepted
accounting principles ("U.S. GAAP"). Pursuant to the purchase method of
accounting under both CDN and U.S. GAAP, the TVX and Echo Bay assets acquired
and liabilities assumed will be recorded at their fair values as of the
effective date of the combination. The excess of the purchase price over such
fair value will be recorded as goodwill. In accordance with Section 3062,
"Goodwill and Other Intangible Assets," of the CICA Handbook, for purposes of
CDN GAAP, and SFAS 142, "Goodwill and Other Intangible Assets," for purposes of
U.S. GAAP, goodwill will be assigned to specific reporting units and will not be
amortized.
The goodwill resulting from the preliminary purchase price allocation is
$888.6 million. Goodwill is subject to a determination of fair values and will
be revised for possible impairment at least annually or more frequently upon the
occurrence of certain events or when circumstances indicate the reporting unit's
carrying value, including goodwill that was allocated to it, is greater than its
fair value. Kinross has not determined if an impairment exists, and expects to
make that determination in 2004 in accordance with CDN and U.S. GAAP.
155
FINANCIAL RESULTS
All results are expressed in United States dollars unless otherwise
stated. All per share information has been adjusted to give retroactive effect
for the three for one consolidation of the common shares, which was completed on
January 31, 2003. Accordingly, loss per share for the nine months ended
September 30, 2002, has been adjusted to give retroactive impact of the share
consolidation. The combination with TVX and Echo Bay was accounted for as a
purchase with an effective date of January 31, 2003. Accordingly, the financial
statements and gold equivalent production statistics reflect operating results
for the acquired properties for the months of February to September only.
NINE MONTHS CONSOLIDATED RESULTS
Gold equivalent production of 1,240,884 ounces at total cash costs of
$225 per ounce, combined with changes in working capital, resulted in cash flow
provided from operating activities of $81.7 million during the first nine months
of 2003. This compares to gold equivalent production of 657,396 ounces at total
cash costs of $203 per ounce, which resulted in cash flow provided from
operating activities of $48.5 million, achieved during the first nine months of
2002. Kinross recorded a net loss attributable to common shares of $12.5
million, or $0.04 per share for the first nine months of 2003, compared to a net
loss attributable to common shares of $23.5 million, or $0.20 per share in 2002.
REVENUES
GOLD AND SILVER SALES
Kinross' primary source of revenue is from the sale of its gold
production. Kinross sold 1,176,573 ounces of gold during the first nine months
of 2003, compared with 607,705 in 2002. Revenue from gold and silver sales was
$428.6 million in the first nine months of 2003, compared with $184.5 million in
2002. Revenue from gold and silver sales in the first nine months of 2003 was
132% higher than the revenue in 2002 due to the increased production levels and
higher realized prices. In the first nine months of 2003, Kinross realized $351
per ounce of gold, compared with $302 in 2002. The average spot price for gold
was $354 per ounce in the first nine months of 2003 compared with $302 in 2002.
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------
2003 2002
---- ----
Attributable gold equivalent production - ounces 1,240,884 657,396
Gold sales - ounces (excluding equity accounted ounces) 1,176,573 607,705
Gold sales revenue (millions) $ 410.9 $ 179.8
Gold deferred revenue realized (millions) 1.7 3.8
---------------------------
Total gold revenue realized (millions) $ 412.6 $ 183.6
---------------------------
Average sales price per ounce of gold $ 349 $ 296
Deferred revenue realized per ounce of gold 2 6
---------------------------
Average realized price per ounce of gold sold $ 351 $ 302
---------------------------
Average spot gold price per ounce $ 354 $ 302
Silver sales revenue (millions) $ 16.0 $ 0.9
156
Included in gold equivalent production is silver production converted to
gold production using a ratio of the average spot market prices. Kinross
produced 3.5 million ounces of silver (47,040 ounces of gold equivalent) in the
first nine months of 2003. Nine month silver to gold ratios were 74.6:1 in 2003
and 66.1:1 in 2002.
The above non-GAAP measure of average realized price per ounce of gold
sold has been calculated on a consistent basis in each period. The calculation
of average realized price per ounce of gold sold might not be comparable to
similarly titled measures of other companies. Average realized price per ounce
of gold sold is used by management to assess profitability and cash flow of
individual operations as well as to compare with other precious metal producers.
INTEREST AND OTHER INCOME
Kinross invests its surplus cash in high quality, interest-bearing cash
equivalents. Interest and other income totaled $5.2 million in the first nine
months of 2003 compared to $13.7 million in the first nine months of 2002.
Interest and other income in 2003 decreased as $10.3 million of the
Refugio arbitration settlement was recorded in 2002.
MARK-TO-MARKET GAIN (LOSS) ON WRITTEN CALL OPTIONS
Premiums received at the inception of written call options are recorded
as a liability. Changes in the fair market value of the liability are recognized
in earnings each quarter. The change in fair market value of the written call
options resulted in a mark to market gain of $0.3 million in the first nine
months of 2003 compared to a loss of $1.9 million in the first nine months of
2002. Kinross plans to reduce its written call position in 2003 by delivering
gold production into any contracts that are exercised in 2003. Details on the
outstanding written call options at September 30, 2003 are discussed in the
section entitled "Commodity Price Risks."
COSTS AND EXPENSES
OPERATIONS - SUMMARY
Gold equivalent production of 1,240,884 ounces in the first nine months
of 2003 increased by 88% compared to 2002 production, while operating costs for
per ounce calculation purposes increased by 109%. Consolidated operating costs
for per ounce calculation purposes were $279.7 million in the first nine months
of 2003 compared to $133.6 million in the first nine months of 2002.
Included in operating costs for the first nine months of 2003 were $3.7
million of costs associated with TVX's investment in TVX Hellas and $4.6 million
of severance associated with the suspension of operations at the Lupin mine.
157
CONSOLIDATED PRODUCTION COSTS PER EQUIVALENT OUNCE OF
ATTRIBUTABLE GOLD PRODUCTION
NINE MONTHS ENDED
-----------------------
2003 2002
---- ----
Cash operating costs $214 $197
Royalties 11 6
------------ ----------
Total cash costs $225 $203
Reclamation 5 4
Depreciation, depletion and amortization 92 101
------------ ----------
Total production costs $322 $308
============ ==========
Kinross applies a conservative policy, which is to expense stripping
costs in excess of life-of-mine averages as incurred. Had Kinross deferred
stripping costs in excess of mine averages, as do a number of the North America
senior gold producers, total cash costs per equivalent ounce would have been
$220 for the nine months ended September 30, 2003.
The following table provides a reconciliation of operating costs per the
consolidated financial statements to operating costs for per ounce calculation
of total cash costs pursuant to gold industry guidelines.
RECONCILIATION OF TOTAL CASH COSTS PER EQUIVALENT OUNCE OF GOLD TO
CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
NINE MONTHS ENDED
-----------------------------
2003 2002
---- ----
Operating costs per financial statements $ 301.4 $ 126.9
Operating costs for attributable production 7.5 11.5
Site restoration cost accruals (6.1) (2.3)
Change in bullion inventory (7.3) 1.1
Operating costs not related to gold production (15.8) (3.6)
-------------- --------------
Operating costs for per ounce calculation purposes $ 279.7 $ 133.6
-------------- --------------
Gold equivalent production - ounces 1,240,884 657,396
-------------- --------------
Total cash costs per equivalent ounce of gold $ 225 $ 203
============== ==============
The above non-GAAP measure of total cash costs per ounce has been
calculated on a consistent basis in each period. For reasons of comparability,
total cash costs do not include certain items such as property write-downs,
which do not occur in all periods but are included under GAAP in the
determination of net earnings or loss. Total cash costs per ounce are calculated
in accordance with gold industry guidelines. Total cash costs per ounce may not
be comparable to similarly titled measures of other companies. Total cash costs
per ounce information is used by management to assess profitability and cash
flow of individual operations, as well as to compare with other precious metal
producers. Total cash costs per ounce of gold equivalent increased by 11% during
the first nine months of 2003 compared to the same period of 2002. Details of
the individual mine performances are discussed in the following sections.
158
GOLD EQUIVALENT PRODUCTION
(OUNCES)
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------
2003 2002
---- ----
PRIMARY OPERATIONS:
Fort Knox 291,157 296,162
Round Mountain(1)(4) 277,838 -
Porcupine(2) 165,323 135,887
Kubaka(3) 120,770 173,847
Brasilia(1)(5) 66,242 -
La Coipa(1)(4) 99,667 -
Crixas(1)(4) 63,923 -
Musselwhite(1)(6) 46,157 -
New Britannia(1)(4) 25,060 -
Lupin(1)
56,008 -
---------- ----------
1,212,145 605,896
---------- ----------
OTHER OPERATIONS:
Blanket 27,009 31,783
Refugio(4) - 8,902
Denton-Rawhide(7) 1,730 8,957
Andacollo(7) - 1,858
---------- ----------
28,739 51,500
---------- ----------
Total gold equivalent ounces 1,240,884 657,396
========== ==========
-------------------------
(1) Production data is for the eight months from February to September, 2003.
(2) 2003 production reflects Kinross' 49% ownership interest in the Porcupine
Joint Venture. 2002 production reflects Kinross' 100% ownership interest
in the Hoyle Pond mine to June 30, 2002, and the 49% interest in the
Porcupine Joint Venture thereafter.
(3) Represents Kinross' 54.7% ownership interest to February 28, 2003, 100%
thereafter.
(4) Represents Kinross' 50% ownership interest.
(5) Represents Kinross' 49% ownership interest.
(6) Represents Kinross' 32% ownership interest.
(7) Includes the proportionate share of Denton-Rawhide and Andacollo
production attributable to the Pacific Rim (formerly Dayton) ownership
interest.
159
TOTAL CASH COSTS
($ PER OUNCE OF GOLD EQUIVALENT)
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------
PRIMARY OPERATIONS: 2003 2002
---- ----
Fort Knox $ 250 $ 241
Round Mountain(1) 188 -
Porcupine 215 190
Kubaka 195 135
Brasilia(1) 189 -
La Coipa(1) 256 -
Crixas(1) 103 -
Musselwhite(1) 257 -
New Britannia(1) 306 -
Lupin(1) 407 -
----------------------------
224 199
----------------------------
OTHER OPERATIONS:
Blanket 278 272
Refugio - 182
Denton-Rawhide 221 246
Andacollo - 295
----------------------------
275 253
----------------------------
$ 225 $ 203
============================
-------------------------
(1) Cost data is for eight months from February to September 2003.
The item total cash cost per ounce is furnished to provide additional
information and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in accordance
with generally accepted accounting principles and is not necessarily indicative
of operating profit or cost from operations as determined under generally
accepted accounting principles. There are no differences in computing operating
costs for per ounce calculation purposes under U.S. GAAP. Therefore, total cash
costs per ounce computed from operating costs in accordance with U.S. GAAP are
unchanged from the Canadian GAAP amounts.
OPERATIONS--INDIVIDUAL MINE DISCLOSURE
FORT KNOX (100% OWNERSHIP INTEREST), USA
Production at the Fort Knox operation during the nine month period ended
September 30, 2003, was 291,157 gold equivalent ounces, down from the 296,162
ounces produced during the same period last year, and 5% less than plan, due to
lower gold grades and mill recoveries. The processing of slightly more
refractory, sulphidic True North ore adversely impacted gold recoveries during
the third quarter. It is anticipated that the metallurgical properties of the
True North ore will remain the same until mining at the satellite deposit ceases
in early 2005; therefore, in order to optimize gold recoveries, efforts are
underway to provide the mill with a more uniform blend of True North and Fort
Knox open pit ores. Assisting in offsetting the lower recoveries were
initiatives undertaken in the first quarter to increase mill capacity, which
resulted in an 8% improvement in mill throughput as compared to plan.
160
Total cash costs per gold equivalent ounce for the nine-month period
ending September 30, 2003 increased 4% to $250 compared to the same period last
year. Total cash costs were higher as a result of lower than plan gold
production and higher than planned consumable costs.
Kinross' expectation for the Fort Knox mine is to produce approximately
116,000 ounces at total cash costs of $205 per ounce in the fourth quarter of
2003.
RECONCILIATION OF THE FORT KNOX MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
NINE MONTHS ENDED
------------------------------
2003 2002
---- ----
Operating costs per financial statements $ 73.7 $ 72.8
Site restoration cost accruals (1.5) (0.9)
Change in bullion inventory 0.6 (0.6)
------------------------------
Operating costs for per ounce calculation purposes $ 72.8 $ 71.3
------------------------------
Gold equivalent production - ounces 291,157 296,162
Total cash costs per equivalent ounce of gold $ 250 $ 241
Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."
Capital expenditures at the Fort Knox operations in the first nine months
of 2003 were $19.2 million compared to $12.0 million in the same period last
year. Phase 5 mine development was $1.3 million with the remainder of capital
directed towards equipment rebuilds, the drilling of pit de-watering wells and
exploration.
During the quarter, exploration was conducted within the Fort Knox pit,
on the Gil prospect and at Ryan Lode. Results from the in-pit work confirmed the
continuity of the mineralized zones beyond the current limit of the ultimate
pit. At Gil, 10 km east of the Fort Knox mine site, an engineering scoping study
was initiated to evaluate the economic merits of the project.
ROUND MOUNTAIN (50% OWNERSHIP INTEREST), USA
Kinross acquired its ownership interest in the Round Mountain mine,
located in Nye County, Nevada, USA upon completion of the combination with Echo
Bay on January 31, 2003. Round Mountain continues to perform well with Kinross'
share of gold equivalent production for the eight-month period ending September
30, 2003, totaling 277,838 ounces, 13% better than plan. Gold equivalent
production was positively impacted by higher gold recoveries due to the
installation of new carbon columns during the second quarter and the
implementation of side slope leaching of the historic dedicated leach pad.
Due to the failure of an electrical transformer, production activities
have focused on accelerating ore placement on the dedicated leach pads to offset
crushing and milling limitations. Higher-grade ore, which would have been milled
during the quarter, is presently being stockpiled. As a result of the
flexibility provided by having three separate processing streams, the lower mill
throughput did not adversely impact production for the quarter. It is
anticipated that the transformer repairs will be completed prior to the end of
the fourth quarter 2003.
Total cash costs per gold equivalent ounce were $188 per ounce for the
eight month period ending September 30, 2003, a 9% improvement over plan,
largely as a result of the higher gold production.
Kinross' expectation for Round Mountain is to produce approximately
70,000 ounces to its account at total cash costs of $229 per ounce in the fourth
quarter of 2003.
161
RECONCILIATION OF THE ROUND MOUNTAIN MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
EIGHT MONTHS ENDED
SEPTEMBER 30,
2003
----------------------
Operating costs per financial statements $ 54.8
Site restoration cost accruals (1.5)
Change in bullion inventory (1.1)
----------
Operating costs for per ounce calculation purposes $ 52.2
---------
Gold equivalent production - ounces 277,838
Total cash costs per equivalent ounce of gold $ 188
Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."
Kinross' share of capital expenditures at the Round Mountain mine in the
first eight months of 2003 was $4.7 million. Pit dewatering and dedicated leach
pad construction accounted for the majority of the capital expenditures. Kinross
acquired the Round Mountain mine on January 31, 2003, and prior to that Kinross
did not own any interest in, or operate, the mine.
At the Gold Hill project, 8,945 feet of reverse circulation diamond
drilling was completed during the quarter in order to verify the resource block
models. It is anticipated that a feasibility study will be initiated in early
2004 to evaluate the economic merits of the project.
PORCUPINE (49% OWNERSHIP INTEREST), CANADA
Kinross' share of gold production from the Porcupine Joint Venture for
the nine month period ended September 30, 2003, was 165,323 ounces at a total
cash cost of $215 per ounce as compared to the 135,887 ounces produced during
the first nine months of 2002. Kinross' share of nine-month comparable
production figures includes only 100% of Hoyle Pond mine production for the
first six months of 2002, whereas, 2003 production figures reflect Kinross' 49%
ownership share in the Porcupine Joint Venture formed on July 1, 2002.
Third quarter 2003 production was 4% greater than plan and total cash
costs were 5% lower than plan as a result of higher than plan mill throughput
(+4%) and gold recoveries (+2%). These improvements were achieved despite power
outages and associated power constraints, which resulted in 60 hours of downtime
during August.
Kinross' expectation for Porcupine is to produce approximately 55,000
ounces to its account at total cash costs of $217 per ounce in the fourth
quarter of 2003.
162
RECONCILIATION OF THE PORCUPINE JOINT VENTURE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------------
2003 2002
---- ----
Operating costs per financial statements $ 41.5 $ 27.9
Site restoration cost accruals (1.2) (0.9)
Change in bullion inventory (2.0) (0.8)
Operating costs not related to gold production (2.7) (0.4)
--------------------------------
Operating costs for per ounce calculation purposes $ 35.6 $ 25.8
--------------------------------
Gold equivalent production - ounces 165,323 135,887
Total cash costs per equivalent ounce of gold $ 215 $ 190
Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."
Kinross' share of capital expenditures at the Porcupine Joint Venture in
the first nine months of 2003 was $5.8 million. This amount included
expenditures on the tailings dam lifts and the development of the Pamour
project.
The revised Pamour open pit feasibility study is in the process of being
finalized and permitting work has commenced. Demolition of the old Pamour
headframe and associated infrastructure has been completed in preparation of the
development of the open pit operations.
An aggressive exploration program continued during the third quarter with
23,876 meters of exploration diamond drilling completed. In the Pamour area,
drilling of the north contact returned significant results including 1.82 grams
per ton over 27.1 meters, 1.39 grams per tonne over 36.0 meters and 1.37 grams
per tonne over 21.3 meters. At the Hoyle Pond mine, diamond drilling continues
to expand the size of the newly discovered high grade "A" Vein. Underground
development has commenced to access the "A" Vein on the 740 level.
KUBAKA (98.1% OWNERSHIP INTEREST), RUSSIA
During the first nine months of 2003, Kinross' share of gold equivalent
production from the Kubaka mine was 120,770 ounces (98.1% ownership) at a total
cash cost of $195 per ounce, compared with the 173,847 ounces (54.7% ownership)
produced at a total cash cost of $135 per ounce achieved in 2002. Comparable
production was lower due to the completion of mining activities at the Kubaka
pit at the end of 2002 and the commencement of processing of relatively lower
grade ore stockpiles which was partially offset by the increased ownership
interest in 2003 effective February 28, 2003. The processing of stockpiled ore,
combined with underground mining activities, continued in the third quarter.
Third quarter 2003 gold equivalent production was 28% less than plan due
to lower underground production partially offset by 5% higher than plan mill
throughput. Underground production is expected to return to plan during the
fourth quarter of 2003.
Kinross' expectation for Kubaka is to produce approximately 55,000 gold
equivalent ounces to its account at total cash costs of $190 per ounce in the
fourth quarter of 2003.
163
RECONCILIATION OF THE KUBAKA MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------------
2003 2002
---- ----
Operating costs per financial statements $ 22.7 $ 20.6
Site restoration cost accruals (0.4) (0.6)
Change in bullion inventory 0.6 2.7
Management fees 1.0 0.8
------------------------------
Operating costs for per ounce calculation purposes $ 23.9 $ 23.5
------------------------------
Gold equivalent production - ounces 120,770 173,847
Total cash costs per equivalent ounce of gold $ 195 $ 135
Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."
Kinross' share of capital expenditures at the Kubaka mine in the first
nine months of 2003 was $0.6 million.
Underground development activities on the North High Wall, Centre Zone
and North Vein, which are extensions of the main vein system at the mined out
Kubaka mine, are continuing to progress slowly due to lower than plan equipment
availability, however, development rates had begun to improve during the last
half of September. The Kubaka underground veins will provide high-grade mill
feed to supplement the stockpile mill feed presently being processed.
During the third quarter of 2003, authorization to commence mining the
Birkachan open pit was received from the Ministry of Natural Resources. Planning
for the development of the test open pit is being finalized. Exploration
drilling commenced during the quarter to determine the potential for additional
gold mineralization along the flanks of the proposed pit. At the Tsokol vein,
preliminary underground mining plans were completed during the quarter and a
final mining proposal is being prepared.
BRASILIA (49% OWNERSHIP INTEREST), BRAZIL
Kinross acquired its ownership interest in the Brasilia open pit mine,
located in the State of Minas Gerais, Brazil, upon completion of the combination
with TVX on January 31, 2003. During the eight months ending September 30, 2003,
Kinross' share of gold production was 66,242 ounces at a total cash cost of $189
per ounce. Harder than anticipated ore, which reduced mill throughput, and the
higher sulphide content of the ore processed, which lowered recoveries, combined
to negatively impact gold production as compared to plan. The lower gold
production in addition to higher electricity, fuel and maintenance costs
resulted in total cash costs per ounce for the first nine months of 2003 being
15% above plan.
The economics of the Calha Mill expansion prefeasibility study, completed
during the second quarter, were favorable and, as a result, work has begun on a
full feasibility study to be completed during the first quarter 2004. The study
envisions the installation of a SAG mill to increase mill throughput by
approximately 50% to 30 million tonnes per annum.
Kinross' expectation for the Brasilia mine is to produce approximately
28,000 ounces to its account at total cash costs of $169 per ounce in the fourth
quarter of 2003.
164
RECONCILIATION OF THE BRASILIA MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
EIGHT MONTHS ENDED
SEPTEMBER 30,
2003
--------------------
Operating costs per financial statements $ 14.4
Site restoration cost accruals (0.3)
Change in bullion inventory (0.7)
Operating costs not related to gold mining (0.9)
---------------
Operating costs for per ounce calculation purposes $ 12.5
--------------
Gold equivalent production - ounces 66,242
Total cash costs per equivalent ounce of gold $ 189
Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."
Kinross' share of capital expenditures at the Brasilia mine for the first
eight months of 2003 was $3.4 million. Capital expenditures were mainly related
to additions to the mining fleet and work related to the tailings dam. Kinross
acquired the Brasilia mine on January 31, 2003, and prior to that time did not
own any interest in, or operate, the mine.
LA COIPA (50% OWNERSHIP INTEREST), CHILE
Kinross acquired its ownership interest in the La Coipa mine, Chile, upon
completion of the combination with TVX on January 31, 2003. Kinross' share of
gold equivalent production for the eight-month period ending September 30, 2003,
was 99,667 ounces at a total cash cost of $256 per ounce. Unlike a number of
senior mining companies, it is Kinross' policy to expense open pit stripping
costs in excess of life-of-mine averages rather than defer these costs until a
later date. If stripping costs had been deferred, eight-month total cash costs
per gold equivalent ounce would have been $221.
During the first eight months of 2003 gold equivalent production was 4%
above plan, as the result of higher silver grades combined with better than
anticipated gold and silver recoveries. Better than plan silver grade and
precious metal recoveries were due to changes to the mining plan as mining
activities focused on the Brecha Norte pit while remediation work continued on
the Coipa Norte pit.
165
Kinross' expectation for the La Coipa mine is to produce approximately
30,000 gold equivalent ounces to its account at total cash costs of $307 per
ounce in the fourth quarter of 2003. It should be noted that the most
significant component of the difference with Kinross' joint venture partner in
total cash cost expectations for La Coipa is the fact that Kinross does not
defer stripping in excess of life-of-mine averages.
RECONCILIATION OF THE LA COIPA MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
EIGHT MONTHS ENDED
SEPTEMBER 30,
2003
--------------------
Operating costs per financial statements $ 25.7
Site restoration cost accruals (0.2)
Change in bullion inventory -
--------------------
Operating costs for per ounce calculation purposes $ 25.5
--------------------
Gold equivalent production - ounces 99,667
Total cash costs per equivalent ounce of gold $ 256
Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."
Kinross' share of capital expenditures at La Coipa for the first eight
months of 2003 was $0.4 million. Kinross acquired the La Coipa mine on January
31, 2003, and prior to that, Kinross did not own any interest in, or operate,
the mine.
CRIXAS (50% OWNERSHIP INTEREST), BRAZIL
Kinross acquired its ownership interest in the Crixas mine, located in
the State of Goias, Brazil upon completion of the combination with TVX on
January 31, 2003. The mine continues to perform well with Kinross' share of gold
production for the eight months ending September 30, 2003, was planned at 63,923
ounces of gold at a total cash cost of $103 per ounce.
Kinross' expectation for the Crixas mine is to produce approximately
22,000 ounces to its account at total cash costs of $118 per ounce in the fourth
quarter of 2003.
166
RECONCILIATION OF THE CRIXAS MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
EIGHT MONTHS ENDED
SEPTEMBER 30,
2003
---------------------
Operating costs per financial statements $ 7.3
Site restoration cost accruals (0.1)
Change in bullion inventory (0.7)
---------------------
Operating costs for per ounce calculation purposes $ 6.5
---------------------
Gold equivalent production - ounces 63,923
Total cash costs per equivalent ounce of gold $ 103
Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."
Kinross' share of capital expenditures at the Crixas mine for the first
eight months of 2003 was $1.8 million primarily on underground development.
Kinross acquired the Crixas mine on January 31, 2003, and prior to that, Kinross
did not own any interest in, or operate, the mine.
Exploration drilling for the quarter of 5,570 meters was completed around
the Crixas mine. Work on the Forquilha Sul ore zone, which overlies the
principle Mina III ore body, has confirmed continuity mineralization over a
strike length of approximately 200m and a down-plunge length of 300m. To date,
eight diamond drill holes, spaced approximately 50m both along strike and
downdip, have returned intercepts over widths of 3m to 10m grading 3.0 g/t to
7.5 g/t. The zone remains open down plunge.
MUSSELWHITE (31.93% OWNERSHIP INTEREST), CANADA
Kinross acquired its ownership interest in the Musselwhite underground
mine, located in northwestern Ontario, Canada, upon completion of the
combination with TVX on January 31, 2003. Kinross' share of gold production
during the first eight months of 2003 totaled 46,157 ounces, 9% lower than plan.
Total cash costs of $257 per ounce were greater than plan due to unbudgeted
underground contractor work in the PQ zone, higher than planned energy and fuel
costs and a 10% production shortfall in February and March of 2003. In
September, Musselwhite took over development from the contractor and it is
anticipated that total cash costs will return to plan during the fourth quarter.
Kinross' expectation for the Musselwhite mine is to produce approximately
18,000 ounces to its account at total cash costs of $255 per ounce in the fourth
quarter of 2003.
167
RECONCILIATION OF THE MUSSELWHITE MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
EIGHT MONTHS ENDED
SEPTEMBER 30,
2003
--------------------
Operating costs per financial statements $ 12.1
Site restoration cost accruals -
Change in bullion inventory -
Operating costs not related to gold mining (0.2)
--------------------
Operating costs for per ounce calculation purposes $ 11.9
--------------------
Gold equivalent production - ounces 46,157
Total cash costs per equivalent ounce of gold $ 257
Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."
Kinross' share of capital expenditures at the Musselwhite mine for the
first eight months of 2003 was $1.8 million, essentially in line with budget.
Kinross acquired the Musselwhite mine on January 31, 2003, and prior to that,
Kinross did not own any interest in, or operate, the mine.
Positive results continue to be obtained from both barge and underground
infill diamond drilling of the PQ Deep zone. A step-out drill hole, drilling 300
meters north of the known PQ Deep zone, returned 14.6 grams per tonne over 5.4
meters. Elsewhere on the property, diamond drilling on the Camp zone, a
potential small open pit target, returned 8.7 grams per tonne over 24.8 meters.
NEW BRITANNIA (50% OWNERSHIP INTEREST), CANADA
Kinross operates and owns a 50% interest in the New Britannia underground
mine, located in northern Manitoba, acquired in the combination with TVX on
January 31, 2003. Kinross' share of gold production for the eight months ending
September 30, 2003 was 25,060 ounces at a total cash cost of $306 per ounce.
168
Kinross and its joint venture partner, High River Gold Mines Limited, are
evaluating the future of the mine as a result of the higher than anticipated
mining costs, stronger Canadian dollar and challenging mining conditions
experienced recently. The mine will continue operations as normal while the
joint venture partners reassess the operations.
Kinross' expectation for the New Britannia mine is to produce
approximately 14,000 ounces to its account at total cash costs of $305 per ounce
in the fourth quarter of 2003.
RECONCILIATION OF THE NEW BRITANNIA MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
EIGHT MONTHS ENDED
SEPTEMBER 30,
2003
--------------------
Operating costs per financial statements $ 8.9
Site restoration cost accruals -
Change in bullion inventory (1.2)
Operating costs not related to gold mining (0.1)
--------------------
Operating costs for per ounce calculation purposes $ 7.6
--------------------
Gold equivalent production - ounces 25,060
Total cash costs per equivalent ounce of gold $ 306
Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."
Kinross' share of capital expenditures at the New Britannia mine in the
first eight months of 2003 was $0.9 million with the majority of those
expenditures focused on ore development. Kinross acquired the New Britannia mine
on January 31, 2003, and prior to that, Kinross did not own any interest in, or
operate, the mine.
LUPIN (100% OWNERSHIP INTEREST), CANADA
In August 2003, Kinross Gold Corporation announced the immediate
suspension of operations at the Lupin mine in Canada due to the poor economic
performance of the operation over a protracted period of time. As a result, gold
production during the third quarter fell to 11,690 ounces, at a total cash cost
of $395 per ounce, down from the 25,534 ounces achieved during the second
quarter of 2003. The plant and equipment has been placed on care and maintenance
pending the results of the review of future alternatives for the property.
Personnel remain on site to continue with environmental management programs to
ensure compliance with all regulatory requirements.
Kinross is reviewing future alternatives for the property including the
development of a mine plan to extract the shaft and crown pillars. These pillars
and other remnant mining are expected to contain almost 110,000 ounces of gold
(approximately 400,000 tonnes at an average grade of about 8.5 grams of gold per
tonne). Recovery of these pillars through 2004 has the potential for the
operation to produce a comparable amount of gold to that originally planned for
2004, but at a higher grade and, consequently, at lower total cash costs per
ounce. In addition, preliminary plans indicate that the materials and supplies
inventory will be consumed during this program and cash flow will support the
remaining mine values, therefore no impairment has been recorded during the
third quarter of 2003.
169
RECONCILIATION OF THE LUPIN MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
EIGHT MONTHS ENDED
SEPTEMBER 30,
2003
--------------------
Operating costs per financial statements $ 32.2
Site restoration cost accruals (0.9)
Change in bullion inventory (2.9)
Operating costs not related to gold mining (5.6)
--------------------
Operating costs for per ounce calculation purposes $ 22.8
--------------------
Gold equivalent production - ounces 56,008
Total cash costs per equivalent ounce of gold $ 407
Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."
Kinross' share of capital expenditures at the Lupin mine in the first
eight months of 2003, was $1.5 million with the majority of those expenditures
focused on underground development. Kinross acquired the Lupin mine on January
31, 2003, and prior to that, Kinross did not own any interest in, or operate,
the mine.
ADMINISTRATION
Administration costs include corporate office expenses related to the
overall management of the business which are not part of direct mine operating
costs. Administration expenses totaled $16.5 million in the first nine months of
2003, compared to $8.0 million in the first nine months of 2002. Administrative
expenses increased in 2003 due to the completion of the combination with TVX and
Echo Bay.
EXPLORATION AND BUSINESS DEVELOPMENT
Total exploration and business development expenditures in the first nine
months of 2003 was $18.7 million compared to $6.5 million in the first nine
months 2002.
Exploration activities in 2003 focused primarily at and around existing
operating mines and on the Kettle River - Emanuel Creek project. During the
first nine months of 2003, exploration at managed mines by Kinross focused on
the Fort Knox in-pit program as well as Gil and Ryan Lode projects and advancing
the Gold Hill project at Round Mountain. At the Musselwhite Joint Venture,
exploration efforts focused on advancing the new PQ Deeps deposit while
exploration activities on various projects continued at the Porcupine Joint
Venture in Timmins. At Kettle River a new gold zone, named the West Zone, has
been discovered in the vicinity of the Emanuel Creek deposit. To date 26 drill
holes have pierced the West Zone. A follow-up program has been designed to
define the extent and continuity of mineralized structures. During the third
quarter, drill programs were initiated on the Gurupi project in Brazil and on
the Norseman project in Australia.
DEPRECIATION, DEPLETION, AND AMORTIZATION
Depreciation, depletion and amortization totaled $108.5 million in the
first nine months of 2003 compared to $61.3 million in the first nine months of
2002. Depreciation, depletion and amortization have decreased per equivalent
ounce of gold sold to $92 in the first nine months of 2003, from $101 in the
first nine months of 2002. The 2003 decrease in depreciation, depletion and
amortization per equivalent ounce of gold sold is due to the cost of the newly
acquired assets of TVX and Echo Bay and the associated production from those
assets.
170
INTEREST EXPENSE
Interest expense totaled $0.6 million in the third quarter and $3.1
million in the first nine months of 2003, compared to $4.0 million in the first
nine months of 2002. Interest expense in the first nine months of 2003 includes
interest accrued on the debt component of the convertible debentures up to
September 29, 2003. Interest costs should decline going forward as these
convertible debentures have been redeemed and there will be no further accrual
of interest on the debt component.
INCOME AND MINING TAXES
Kinross is subject to tax in various jurisdictions including Canada, the
United States, Brazil, Russia and Chile. However, Kinross has operating losses
and other tax deductions to shelter future taxable income in Canada and the
United States. The 2003 liability arises from income taxes in Russia, Brazil,
and Chile. For details on the operating losses and other tax deductions
available to shelter future taxable income please see Note 16 to the 2002
Audited Consolidated Financial Statements of Kinross.
YEAR-END CONSOLIDATED RESULTS
Kinross' attributable gold equivalent production was 888,634 ounces in
2002, a decrease of 6% when compared to 944,803 ounces in 2001 and a decrease of
6% when compared to 2000 production of 943,798 ounces. Average total cash costs
per attribution gold equivalent ounce were $201 in 2002, compared to $193 in
2001 and $202 in 2000. Cash flow provided from operating activities in 2002 was
$62.9 million, compared to $74.5 million in 2001 and $47.8 million in 2000. Cash
flow proceed from operating activities decreased in 2002 due to lower gold
equivalent production, and a decrease in the proceeds from the restructuring of
the gold forward sales contracts when compared to 2001. In 2002, a $7.7 million
non-cash charge was recorded to increase the estimated cost of final remediation
of certain previously closed mines. This, combined with the results of
operations from the current portfolio of mines, resulted in a 2002 net loss for
the year of $30.9 million, or $0.32 per share. The 2002 loss compared to a $36.3
million, or $0.42 per share loss in 2001 and a $125.4 million, or $1.33 per
share net loss in 2000. All per share information has been adjusted to give
retroactive effect for the three for one consolidation of the common shares,
which was completed on January 31, 2003. The losses in 2001 and 2000, included
non-cash charges of $16.1 million and $72.1 million, respectively.
171
REVENUE
GOLD AND SILVER SALES
Kinross' primary source of revenue is from the sale of its gold
production. Kinross sold 848,513 ounces of gold in 2002, compared to 907,149
ounces in 2001 and 897,428 ounces in 2000. Revenue from gold and silver sales
was $261.0 million in 2002 compared to $270.1 million in 2001 and $271.0 million
in 2000. Revenue from gold and silver sales in 2002 decreased as a result of
lower gold sales due to the suspension of mining operations at the Refugio mine
in 2001. In 2002, Kinross realized $306 per ounce of gold, compared to $296 in
2001 and $298 in 2000. The average spot price for gold was $310 per ounce in
2002 compared to $271 in 2001 and $279 in 2000.
YEARS ENDED DECEMBER 31,
2002 2001 2000
--------------------------------------------------------------------------------------
Attributable gold equivalent production - ounces 888,634 944,803 943,798
Gold sales - ounces
(EXCLUDING EQUITY ACCOUNTED OUNCES) 848,513 907,149 897,428
Gold sales revenue (MILLIONS) $ 254.5 $ 251.1 $ 254.3
Gold deferred revenue realized (MILLIONS) 5.1 17.7 13.5
--------------------------------------------------------------------------------------
Total gold revenue realized (MILLIONS) $ 259.6 $ 268.8 $ 267.8
--------------------------------------------------------------------------------------
Average sales price per ounce of gold $ 300 $ 277 $ 283
Deferred revenue realized per ounce of gold 6 19 15
--------------------------------------------------------------------------------------
Average realized price per ounce of gold sold $ 306 $ 296 $ 298
--------------------------------------------------------------------------------------
Average spot gold price per ounce $ 310 $ 271 $ 279
Silver sales revenue (MILLIONS) $ 1.4 $ 1.3 $ 3.2
Included in gold equivalent production is silver production converted to
gold production using a ratio of the average spot market prices for the three
comparative years. The resulting ratios are 67.24:1 in 2002, 62.00:1 in 2001,
and 56.33:1 in 2000.
The above non-GAAP measure of average realized price per ounce of gold
sold has been calculated on a consistent basis in each period.
The calculation of average realized price per ounce of gold sold might
not be comparable to similarly titled measures of other companies.
Average realized price per ounce of gold sold is used by management to
assess profitability and cash flow of individual operations as well as to
compare with other precious metal producers.
172
INTEREST AND OTHER INCOME
Kinross invests its surplus cash in high quality, interest-bearing cash
equivalents. Interest and other income during 2002 totaled $16.9 million
compared to $9.3 million in 2001 and $14.2 million in 2000. Interest and other
income in 2002 was comprised of interest on cash deposits of $1.5 million, joint
venture management fees of $2.4 million, arbitration settlements of $10.3
million and $2.7 million of other items. This compares to 2001 interest on cash
deposits of $4.9 million, joint venture management fees of $2.2 million and
insurance settlements of $1.3 million and $0.9 million of other items. And to
2000 interest on cash deposits of $9.1 million, joint venture management fees of
$2.6 million, insurance settlements of $2.5 million. Interest income decreased
in 2002 due to substantially lower interest rates, while arbitration settlement
income increased since the Refugio arbitration claims were settled in 2002.
There are no material insurance or arbitration claims outstanding at December
31, 2002.
MARK-TO-MARKET GAIN (LOSS) ON WRITTEN CALL OPTIONS
Kinross adopted the CICA recommendations for the accounting for written
call options in 2000. The premiums received at the inception of written call
options are recorded as a liability. Changes in the fair value of the liability
are recognized in earnings. The change in fair value of the written call options
resulted in a mark to market loss of $2.7 million in 2002. This compared to a
gain of $3.5 million in 2001 and a gain of $4.1 million during 2000. Kinross
plans to reduce its written call position in 2003 by delivering gold production
into any contracts that are exercised in 2003. For details on the written call
options outstanding at September 30, 2003, are discussed in the section entitled
"Commodity Price Risks."
COSTS AND EXPENSES
OPERATING COSTS
Gold equivalent production in 2002, (excluding equity accounted ounces)
decreased by 6% when compared to 2001 production, while operating costs
decreased by 3%. Consolidated operating costs were $174.8 million in 2002
compared to $180.7 million in 2001 and $189.6 million in 2000. Total cash costs
per ounce of gold equivalent were $201 in 2002 compared to $193 in 2001 and $202
in 2000. Total cash costs per ounce of gold equivalent in 2002 improved at the
Kubaka and the Refugio mines and increased at the Porcupine Joint Venture and
the Fort Knox mines.
CONSOLIDATED PRODUCTION COSTS PER EQUIVALENT YEARS ENDED DECEMBER 31,
OUNCE OF ATTRIBUTABLE GOLD PRODUCTION 2002 2001 2000
--------------------------------------------------------------------------------
Cash operating costs $ 194 $ 186 $ 193
Royalties 7 7 9
--------------------------------------------------------------------------------
Total cash costs 201 193 202
--------------------------------------------------------------------------------
Reclamation 4 2 3
Depreciation, depletion and amortization 101 94 99
--------------------------------------------------------------------------------
Total production costs $ 306 $ 289 $ 304
--------------------------------------------------------------------------------
173
The following table provides a reconciliation of operating costs per the
consolidated financial statements to operating costs for per ounce calculation
of total cash costs pursuant to the gold industry guidelines.
RECONCILIATION OF TOTAL CASH COSTS PER EQUIVALENT YEARS ENDED DECEMBER 31,
OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS 2002 2001 2000
--------------------------------------------------------------------------------
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
Operating costs per financial statements $ 174.8 $ 180.7 $ 189.6
Operating costs for attributable production 13.4 7.4 9.4
Site restoration cost accruals (3.0) (1.9) (2.7)
Change in bullion inventory (2.0) 1.5 -
Operating costs not related to gold production (4.4) (5.2) (5.4)
--------------------------------------------------------------------------------
Operating costs for per ounce calculation purposes $ 178.8 $ 182.5 $ 190.9
--------------------------------------------------------------------------------
Gold equivalent production - ounces 888,634 944,803 943,798
Total cash costs per equivalent ounce of gold $ 201 $ 193 $ 202
The above non-GAAP measure of total cash costs per ounce has been
calculated on a consistent basis in each period.
For reasons of comparability, total cash costs do not include certain
items such as property write-downs, which do not occur in all periods but are
included under GAAP in the determination of net earnings or loss.
Total cash costs per ounce are calculated in accordance with gold
industry guidelines. Total cash costs per ounce may not be comparable to
similarly titled measures of other companies. Total cash costs per ounce
information is used by management to assess profitability and cash flow of
individual operations, as well as to compare with other precious metal
producers.
174
Total cash costs per ounce of gold equivalent increased by 4% during
2002. Details of the individual mine performance are discussed in the following
sections.
PRODUCTION DATA YEARS ENDED DECEMBER 31,
ATTRIBUTABLE GOLD EQUIVALENT PRODUCTION (OUNCES) 2002 2001 2000
--------------------------------------------------------------------------------
PRIMARY OPERATIONS:
Fort Knox 410,519 411,221 362,959
Porcupine Joint Venture 189,464 156,581 140,441
Kubaka 220,972 237,162 44,641
--------------------------------------------------------------------------------
820,955 804,964 748,041
--------------------------------------------------------------------------------
OTHER OPERATIONS:
Refugio 13,047 67,211 85,184
Blanket 41,612 39,592 34,571
Denton-Rawhide 11,162 17,713 29,361
Andacollo 1,858 11,718 21,030
Hayden Hill - 1,887 9,582
Guanaco - 1,718 16,029
--------------------------------------------------------------------------------
67,679 139,839 195,757
--------------------------------------------------------------------------------
888,634 944,803 943,798
--------------------------------------------------------------------------------
TOTAL CASH COSTS PER OUNCE OF ATTRIBUTABLE YEARS ENDED DECEMBER 31,
GOLD EQUIVALENT PRODUCTION 2002 2001 2000
--------------------------------------------------------------------------------
(DOLLARS PER EQUIVALENT OUNCE OF GOLD)
PRIMARY OPERATIONS:
Fort Knox 232 07 203
Porcupine Joint Venture 201 82 209
Kubaka 133 40 139
OTHER OPERATIONS:
Refugio 186 242 300
Blanket 243 279 236
Denton-Rawhide 249 248 243
Andacollo 295 259 289
Hayden Hill - 277 240
Guanaco - 436 278
--------------------------------------------------------------------------------
201 193 202
--------------------------------------------------------------------------------
The item total cash cost per ounce is furnished to provide additional
information and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in accordance
with generally accepted accounting principles and is not necessarily indicative
of operating profit or cost from operations as determined under generally
accepted accounting principles. There are no differences computing operating
costs per ounce calculation purposes under U.S. GAAP. Therefore, total cash
costs per ounce computed in accordance with U.S. GAAP are unchanged from the CDN
GAAP amounts.
175
OPERATIONS--INDIVIDUAL MINE DISCLOSURE
FORT KNOX MINE (100% OWNERSHIP INTEREST), USA
Kinross acquired the Fort Knox open pit mine, located near Fairbanks,
Alaska in 1998. The Fort Knox open pit mine consists of the main Fort Knox open
pit and the True North open pit located approximately 15 kilometers northwest of
Fort Knox. Gold equivalent production in 2002 was 410,519 ounces compared to
411,221 in 2001 and 362,959 in 2000. In 2002, total cash costs were $232 per
ounce of gold equivalent compared to $207 in 2001 and $203 in 2000.
RECONCILIATION OF THE FORT KNOX TOTAL CASH COSTS
PER EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED YEARS ENDED DECEMBER 31,
FINANCIAL STATEMENTS 2002 2001 2000
--------------------------------------------------------------------------------
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
Operating costs per financial statements $ 99.2 $ 82.9 $ 74.8
Site restoration cost accruals (1.0) (1.2) (1.3)
Change in bullion inventory (2.9) 3.3 -
--------------------------------------------------------------------------------
Operating costs for per ounce calculation
purposes $ 95.3 $ 85.0 $ 73.5
--------------------------------------------------------------------------------
Gold equivalent production - ounces 410,519 411,221 362,959
Total cash costs per equivalent ounce of gold $ 232 $ 207 $ 203
The item total cash cost per ounce is furnished to provide additional
information and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in accordance
with generally accepted accounting principles and is not necessarily indicative
of operating profit or cost from operations as determined under generally
accepted accounting principles. There are no differences computing operating
costs for per ounce calculation purposes under U.S. GAAP. Therefore, total cash
costs per ounce computed in accordance with U.S. GAAP are unchanged from the CDN
GAAP amounts.
The Fort Knox mine 2002-business plan called for 440,000 ounces of gold
equivalent production at total cash costs of $220 per ounce. The plan was
predicated on production from the Fort Knox open pit and supplemental feed from
the True North deposit. For 2002, production was lower than planned as a higher
percentage of lower grade Fort Knox ore was milled in the first half of the
year, as planned production from the higher grade True North mine was impacted
by poor availability of the haulage fleet and in the fourth quarter, processing
of harder than expected ore impacted production. In addition, cash production
costs were $2.9 million higher than planned primarily due to additional
maintenance costs incurred to increase equipment availability of the Fort Knox
fleet and additional contract haulage costs incurred to haul ore from the True
North mine to the Fort Knox mill. Unfortunately, production losses incurred in
the first half of 2002 due to unacceptable performance of the haulage fleet that
was not recovered during the second half of the year. A new fleet of haulage
trucks has been delivered to the mine, which should eliminate future equipment
performance issues hauling ore from the True North mine to the Fort Knox mill.
Capital expenditures at the Fort Knox operations in 2002 were $15.0
million compared to $20.2 million during 2001 and $17.6 million during 2000. The
majority of capital expenditures for 2002 were required to construct a tailings
thickener for a cost of $6.9 million, construct an additional lift on the
tailings impound dam totaling $3.2 million and capitalized exploration at the
True North and Fort Knox mines of $2.7 million. Planned capital expenditures for
2003 are estimated to be $27.0 million.
176
PORCUPINE JOINT VENTURE (49% OWNERSHIP INTEREST), CANADA
On July 1, 2002, Kinross formed a joint venture with Placer CLA. The
formation of the joint venture combined the two companies' gold mining
operations in the Porcupine district in Timmins, Ontario. The ownership of this
unincorporated joint venture is 51% Placer CLA and 49% by Kinross. The joint
venture operates pursuant to a contractual agreement and both parties receive
their share of gold output in kind. Future capital, exploration and operating
costs will be funded in proportion to each party's ownership interest. Placer
CLA contributed the Dome mine and mill and Kinross contributed the Hoyle Pond,
Nighthawk Lake, and Pamour mines, exploration properties in the Porcupine
district as well as the Bell Creek mill.
The formation of the joint venture has been accounted for as an exchange
of non-monetary assets that does not represent the culmination of the earnings
process, and accordingly, has been recorded at the carrying value of the assets
contributed. Comparative production and cost information for the first half of
2002, and for the full years ended December 31, 2001, and 2000, represent
Kinross' results from the Hoyle Pond mine.
Kinross' share of gold equivalent production was 189,464 ounces in 2002
compared to 156,581 in 2001 and 140,441 in 2000. Total cash costs were $201 per
ounce of gold equivalent in 2002, compared to $182 in 2001 and $209 in 2000.
Kinross' share of gold equivalent production for the year increased due to
higher than planned ore grade of the tonnage processed at the Bell Creek mill
before the formation of the joint venture. In addition, Kinross' 49% share of
production from the joint venture in the second half of 2002 exceeded the
comparative production in 2001. Operating costs were higher than planned in the
second half of 2002 due to unplanned maintenance on the Dome open pit equipment,
higher than planned reagent and grinding media consumption and unplanned costs
associated with the new collective bargaining agreement. Exploration
expenditures totaled $2.3 million in 2002.
The joint venture continues to assess the development of the former
Pamour mineral properties as they will form a significant part of the future
production once the current Dome mine open pit reserves have been depleted. A
feasibility study was completed in 2002 and the permitting process has
commenced. Kinross anticipates that the construction and pre-production
development will commence in 2004 after the required permits have been received.
RECONCILIATION OF THE PORCUPINE JOINT VENTURE
TOTAL CASH COSTS PER EQUIVALENT OUNCE OF GOLD YEARS ENDED DECEMBER 31,
TO CONSOLIDATED FINANCIAL STATEMENTS 2002 2001 2000
--------------------------------------------------------------------------------
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
Operating costs per financial statements $ 38.6 $ 29.1 $ 33.7
Site restoration cost accruals (1.5) (0.2) (0.1)
Change in bullion inventory 1.5 0.7 -
Operating costs not related to gold production (0.6) (1.1) (4.2)
--------------------------------------------------------------------------------
Operating costs for per ounce calculation
purposes $ 38.0 $ 28.5 $ 29.4
--------------------------------------------------------------------------------
Gold equivalent production - ounces 189,464 156,581 140,441
Total cash costs per equivalent ounce of gold $ 201 $ 182 $ 209
177
The item total cash cost per ounce is furnished to provide additional
information and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in accordance
with generally accepted accounting principles and is not necessarily indicative
of operating profit or cost from operations as determined under generally
accepted accounting principles. There are no differences computing operating
costs for per ounce calculation purposes under U.S. GAAP. Therefore, total cash
costs per ounce computed in accordance with U.S. GAAP are unchanged from the CDN
GAAP amounts.
Kinross' share of capital expenditures at the Porcupine Joint Venture in
2002 was $6.7 million compared to $7.9 million during 2001 and $13.9 million
during 2000. The majority of capital expenditures for 2002 were required to
further advance the 1060 ramp at the Hoyle Pond mine, underground development
drilling at the Hoyle Pond mine, surface fleet additions and plant
modifications. Kinross' share of planned capital expenditures for 2003 are
estimated to be $6.8 million.
KUBAKA MINE (54.7% OWNERSHIP INTEREST), RUSSIA
Kinross acquired its 54.7% ownership interest in the Kubaka open pit
mine, located in the Magadan Oblast in far eastern Russia in three transactions
during 1998 and 1999. Kinross' share of gold equivalent production in 2002 was
220,972 ounces compared to 237,162 in 2001 and 244,641 in 2000. Total cash costs
were $133 per gold equivalent ounce in 2002, compared to $140 in 2001 and $139
in 2000. The Kubaka mine continues to perform exceptionally well, having
achieved the lowest total cash costs per ounce of Kinross' primary operations.
Operating costs decreased during 2002, as open pit mining operations ended in
October of 2002. Kinross has commenced processing of the low-grade stockpiles
and will supplement this with underground ore from the North High Wall, Centre
Zone and the North Vein in 2003. Based on current plans the majority of the
low-grade stockpiled ore will be processed in 2003. However, Kinross continues
to actively explore the nearby Birkachan and Tsokol deposits for additional
mineralization that will hopefully extend the life of Kubaka into 2005 and
beyond.
On December 3, 2002, Kinross entered into purchase agreements with four
of the five Russian shareholders (holding, in aggregate 44.17% of the shares of
Omolon Gold Mining Company ("Omolon"). The four shareholders agreed to tender
their shares in Omolon and Omolon agreed to pay them $43.5 million for said
shares. As at February 25, 2003, 38.17% of the shares have been tendered leaving
6.0% remaining to be tendered. Once all of the shares described above have been
tendered and cancelled, Kinross will own 98.10% of Omolon.
RECONCILIATION OF THE KUBAKA TOTAL CASH COSTS
PER EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED YEARS ENDED DECEMBER 31,
FINANCIAL STATEMENTS 2002 2001 2000
--------------------------------------------------------------------------------
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
Operating costs per financial statements $ 28.6 $ 34.1 $ 33.7
Site restoration cost accruals (0.8) (0.4) (0.8)
Change in bullion inventory (0.1) (1.6) -
Management fees 1.6 1.0 1.1
--------------------------------------------------------------------------------
Operating costs for per ounce calculation
purposes $ 29.3 $ 33.1 $ 34.0
--------------------------------------------------------------------------------
Gold equivalent production - ounces 220,972 237,162 244,641
Total cash costs per equivalent ounce of gold $ 133 $ 140 $ 139
178
The item total cash cost per ounce is furnished to provide additional
information and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in accordance
with generally accepted accounting principles and is not necessarily indicative
of operating profit or cost from operations as determined under generally
accepted accounting principles. There are no differences computing operating
costs for per ounce calculation purposes under U.S. GAAP. Therefore, total cash
costs per ounce computed in accordance with U.S. GAAP are unchanged from the CDN
GAAP amounts.
Kinross' share of capital expenditures at the Kubaka operations in 2002
were $0.1 million compared to $0.4 million during 2001 and $0.1 million during
2000. Kinross' share of planned capital expenditures for 2003 are estimated to
be $1.5 million that will be utilized to acquire underground mining equipment
for the underground mining program.
REFUGIO MINE (50% OWNERSHIP INTEREST), CHILE
Kinross acquired a 50% interest in the Refugio open pit mine, located in
Chile, in 1998. Kinross' share of gold equivalent production was 13,047 ounces
in 2002 compared to 67,211 in 2001 and 85,184 in 2000. In 2002, total cash costs
were $186 per ounce of gold equivalent compared to $242 in 2001 and $300 in
2000. Production decreased in 2002 as no fresh ore was added to the leachpad and
the only production came from residual leaching. In late 2002, Kinross began an
exploration program at the Refugio mine. The purpose of the program is to
increase the reserves at Refugio to allow Kinross to revisit the project
economics in light of higher spot gold prices. Initial drilling was successful
and Kinross and its joint venture partner have decided to reopen the mine, with
production to resume in 2004. See "Business of Kinross-Recent Developments"
RECONCILIATION OF THE REFUGIO TOTAL CASH COSTS
PER EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED YEARS ENDED DECEMBER 31,
FINANCIAL STATEMENTS 2002 2001 2000
--------------------------------------------------------------------------------
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
Operating costs per financial statements $ 3.9 $ 17.4 $ 26.4
Site restoration cost accruals - - (0.4)
Change in bullion inventory (0.5) (0.9) -
Management fees 0.1 0.2 0.4
Operating costs not related to gold production (1.1) (0.3) (0.8)
--------------------------------------------------------------------------------
Operating costs for per ounce calculation
purposes $ 2.4 $ 16.4 $ 25.6
--------------------------------------------------------------------------------
Gold equivalent production - ounces 13,047 67,211 85,184
Total cash costs per equivalent ounce of gold $ 186 $ 242 $ 300
The item total cash cost per ounce is furnished to provide additional
information and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in accordance
with generally accepted accounting principles and is not necessarily indicative
of operating profit or cost from operations as determined under generally
accepted accounting principles. There are no differences computing operating
costs for per ounce calculation purposes under U.S. GAAP. Therefore, total cash
costs per ounce computed in accordance with U.S. GAAP are unchanged from the CDN
GAAP amounts.
179
BLANKET MINE
The Blanket mine, located in Zimbabwe, was acquired in 1993. Gold
equivalent production in 2002 was 41,612 ounces compared to 39,592 ounces in
2001 and 34,571 ounces in 2000. Total cash costs were $243 per ounce of gold
equivalent in 2002, compared to $279 in 2001 and $236 in 2000. Gold equivalent
production increased in 2002 as milling of historic tailings that were
purchased, subject to a tonnage royalty, from a nearby mine continued for the
entire year. Inflationary pressures within Zimbabwe continued in 2002. The mine
continues to operate, and is self sustaining at present. Kinross continues to
believe that conditions will improve in Zimbabwe. Kinross commenced cost
accounting of this investment in 2002 following the write-down in 2001.
Estimated 2002 production is 35,000 gold equivalent ounces at total cash costs
similar to those incurred in 2002.
RECONCILIATION OF THE BLANKET TOTAL CASH COSTS
PER EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED YEARS ENDED DECEMBER 31,
FINANCIAL STATEMENTS 2002 2001 2000
--------------------------------------------------------------------------------
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
Operating costs per financial statements $ - $ 11.2 $ 8.4
Operating costs for attributable production 10.1 - -
Site restoration cost accruals - (0.1) (0.2)
--------------------------------------------------------------------------------
Operating costs for per ounce calculation
purposes $ 10.1 $ 11.1 $ 8.2
--------------------------------------------------------------------------------
Gold equivalent production - ounces 41,612 39,592 34,571
Total cash costs per equivalent ounce of gold $ 243 $ 279 $ 236
The item total cash cost per ounce is furnished to provide additional
information and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in accordance
with generally accepted accounting principles and is not necessarily indicative
of operating profit or cost from operations as determined under generally
accepted accounting principles. There are no differences computing operating
costs for per ounce calculation purposes under U.S. GAAP. Therefore, total cash
costs per ounce computed in accordance with U.S. GAAP are unchanged from the CDN
GAAP amounts.
OTHER OPERATIONS
In late 1999, Kinross entered into an agreement, whereby it would
contribute cash while its partner would contribute technology and the required
patents to construct an Autoclaved Aerated Concrete ("AAC") plant near Phoenix,
Arizona. Construction of the plant was completed 2001. AAC is a lightweight,
high strength building block manufactured from silica mine tailings. Activities
in 2002 and 2003 were primarily related to marketing and engineering. Kinross is
currently seeking a buyer for this operation.
Kinross has expensed start-up activities, including pre-production losses
and organizational costs as incurred.
180
SITE RESTORATION COSTS
Although the ultimate amount of reclamation and closure costs is
uncertain, Kinross estimates its closure obligations at $70.4 million based on
information currently available including preliminary closure plans and
applicable regulations. As at December 31, 2002, Kinross has accrued $57.0
million of this liability. Kinross will continue to accrue this liability on a
unit-of-production basis over the remaining reserves. In addition, Kinross plans
reclamation spending of approximately $19.0 million, which includes $4.0 million
on the TVX and Echo Bay closure properties in 2003 as part of its aggressive
plan to have as many projects as possible to post-closure monitoring by the end
of 2005.
ADMINISTRATION
Administration costs include corporate office expenses related to the
overall management of the business which are not part of direct mine operating
costs. Administration costs include the costs incurred at two offices. These
offices are the corporate office in Toronto and the United States office in Salt
Lake City. Administration expenses totaled $11.3 million in 2002, compared to
$10.1 million in 2001, and $10.4 million in 2000. The 2002 administrative
expenses increased due to increased staffing in anticipation of completing the
combination with TVX and Echo Bay.
EXPLORATION AND BUSINESS DEVELOPMENT
Total expensed exploration and business development expenditures were
$11.6 million in 2002 compared to $7.9 million in 2001 and $11.4 million in
2000. In 2002, exploration activities increased as the flow through funds raised
in late 2001 and committed for exploration were spent. Exploration activities in
2002 primarily focused around Fort Knox, the Porcupine Joint Venture, Kubaka
(Birkachan and Tsokol), and George/Goose Lake.
DEPRECIATION, DEPLETION, AND AMORTIZATION
Depreciation, depletion and amortization totaled $85.3 million in 2002
compared to $85.8 million in 2001 and $93.2 million in 2000. Depreciation,
depletion and amortization have increased per equivalent ounce of gold to $101
in 2002, from $94 in 2001 and $99 in 2000. The 2002 increase per equivalent
ounce of gold compared to 2001 was primarily due to the reduced production at
Refugio in 2002 since the Refugio mine carried a low depreciable basis. Based on
preliminary purchase accounting associated with the TVX and Echo Bay
combination, depreciation, depletion and amortization on a per ounce basis are
expected to remain at current levels in 2003.
INTEREST EXPENSE
Interest expense totaled $5.0 million in 2002, compared to $9.1 million
in 2001, and $14.3 million in 2000. Interest expense in 2002 is comprised of
$0.3 million relating to Kinross' proportionate share of interest on the Kubaka
project loan, $1.5 million of interest on the Alaskan industrial revenue bonds
and the Fort Knox capital leases, $2.6 million of interest on the debt component
of the convertible debentures and $0.6 million on other items. Interest expense
decreased in 2002 due to lower debt balances outstanding and lower interest
rates. Interest expense will continue to decrease since rates remain low and
debt balances continue to decrease as scheduled repayments are made. For further
information on Kinross' debt position, see Note 9 to the Consolidated Financial
Statements.
181
SHARE OF LOSS OF INVESTEE COMPANIES
Share of loss of investee companies totaled $0.6 million in 2002,
compared to $2.2 million in 2001, and $8.1 million in 2000. Kinross equity
accounts investments where it owns more than 20% and exercises control. During
2002, Kinross' share of the losses of these equity accounted investments was
$0.6 million, substantially less than recorded amounts in 2001 and 2000. The
2000 results included 34% of the Pacific Rim Mining Corp. ("Pacific Rim")
(formerly Dayton Mining Corporation) write-down of the Anadacolla mine. Future
statements of operations should have no reported share of loss of investee
companies as the only remaining equity accounted investment, Pacific Rim, has
been equity accounted to a zero basis.
WRITE-DOWN OF PROPERTY PLANT AND EQUIPMENT AND OTHER NON-CASH CHARGES
Impairment analysis for the operating assets consisted of comparing the
estimated undiscounted future net cash flows on an area of interest basis with
its carrying value, and when the future net cash flows are less, a non-cash
write-down is recorded. Over the past three years gold has averaged $287 per
ounce and closed the year at $343 per ounce. Subsequent to the end of 2002, gold
has continued to trade above $340 per ounce. In addition to current and
historical spot gold prices, Kinross reviewed analysts' reports and participated
in external surveys. As a result of this trend, and external survey expectations
for spot gold prices, Kinross used an assumption of $325 per ounce for gold for
impairment analysis in 2002, compared to $300 per ounce in 2001 and 2000.
Property, plant and equipment write-downs and other non-cash charges
totaled $7.7 million in 2002 compared to $16.1 million in 2001 and $72.1 million
in 2000. The 2002 write-down and other non-cash charges was required to increase
reclamation provisions at the closure properties to revised year-end estimates.
The 2001 write-down was comprised of $11.8 million relating to the Blanket mine
due to the extreme inflationary pressures within Zimbabwe, difficulty in
accessing foreign currency to pay for imported goods and services, and civil
unrest. The balance of the 2001 write-down was on other non-core closure
properties. The 2000 write-down was comprised of $36.1 million relating to the
Refugio mine due to the decision to suspend operations and place the operations
on care and maintenance, and the balance on other non-core development and
closure properties.
The details of the asset write-downs are presented in Note 15 to the
Consolidated Financial Statements.
WRITE-DOWN OF OTHER INVESTMENTS
Kinross has various investments in resource-related companies at December
31, 2002, totaling $11.8 million. In 2002, Kinross recorded a mark-to-market
loss of $0.2 million of its marketable securities portfolio to reflect current
market values of certain investments. There were no non-cash write-downs of
long-term investments in 2002 or 2001, compared to $13.1 million in 2000. In
light of the then current market conditions of resource-related equities and the
poor performance of its equity accounted investments, Kinross determined in 2000
that a permanent impairment in value had occurred, and wrote these investments
down to their estimated quoted market value.
INCOME AND MINING TAXES
Kinross is subject to tax in various jurisdictions including Canada, the
United States, Russia, Zimbabwe, Brazil and Chile. However, Kinross has
substantial operating losses and other tax deductions to shelter future taxable
income. The 2002 liability arises from income taxes in Russia and federal large
corporations tax in Canada. For a detailed income tax reconciliation, see Note
16 to the Consolidated Financial Statements.
182
LIQUIDITY AND FINANCIAL RESOURCES
OPERATING ACTIVITIES
NINE MONTHS ENDED SEPTEMBER 30, 2003
Cash flow provided from operating activities in the first nine months of
2003 was $81.7 million compared to $48.5 million in 2002. Cash flow proided from
operating activities increased in 2003 due to higher gold equivalent production
as a result of the completion of the business combination with TVX and Echo Bay
and higher realized gold prices per ounce of gold sold.
FISCAL YEAR ENDED DECEMBER 31, 2002
Cash flow provided from operating activities was $62.9 million in 2002
compared to $74.5 million in 2001 and $47.8 million in 2000. The 2002 cash flow
from operating activities was positively affected by higher sales prices per
ounce of gold sold. The 2002 cash flow from operating activities was used to
finance capital expenditures and service existing debt.
In 2003, at budgeted gold prices of $325 per ounce, Kinross anticipates
having adequate cash flow provided from operating activities to fund planned
capital expenditures and scheduled repayments of long-term debt.
FINANCING ACTIVITIES
NINE MONTHS ENDED SEPTEMBER 30, 2003
On August 28, 2003, Kinross issued 23.0 million common shares for gross
proceeds of CDN $213 million. After giving effect to the closing of the
offering, the total number of common shares outstanding was approximately 338.4
million. The net proceeds from the offering were used to redeem Kinross'
outstanding 5.5% convertible unsecured subordinated debentures. The principal
amount of the convertible debentures was CDN $195.6 million. The convertible
debentures were redeemed on September 29, 2003.
The debt component of convertible debentures was reduced by $4.2 million
during the first nine months of 2003 compared to $3.8 million during the first
nine months of 2002. Long-term debt repayments were $10.0 million during the
first nine months of 2003 compared to $12.4 million during 2002. Long-term debt
repayments consisted of scheduled repayments under various capital leases the
Kubaka project debt and repayment of a $3.8 million loan for E-Crete.
No dividends were declared or paid to the holders of the convertible
preferred shares of subsidiary company Kinam Gold Inc. in 2003 or 2002.
Kinross had unrestricted cash and cash equivalents of $141.2 million and
restricted cash of $5.2 million at September 30, 2003. This restricted cash is
associated with cash deposits that were made by Echo Bay to secure letters of
credit for various financial assurance requirements. On February 27, 2003,
Kinross entered into a credit facility for $125.0 million with a maturity date
of December 31, 2005. At the end of the third quarter, letters of credit had
been issued to replace all of the old financial assurance. Some state agencies
have not released the old financial assurance they were holding, causing
restricted cash for longer than had been anticipated. The remaining restricted
cash is expected to be released during the fourth quarter of 2003.
As at September 30, 2003, Kinross' long-term debt was $30.7 million
consisting of $25.0 million of Fort Knox industrial revenue bonds, $2.8 million
relating to the Kubaka project financing, and various capital leases and other
debt of $2.9 million. The current portion of the long-term debt is $19.6
million, which includes $15.0 million of repayments on the industrial revenue
bonds, which is not mandatory, but planned.
183
FISCAL YEAR ENDED DECEMBER 31, 2002
During 2002, Kinross issued 24.3 million common shares and 25.0 million
common share purchase warrants (three warrants and CDN $15.00 are required to
purchase one common share) for net proceeds of $111.6 million, and 0.3 million
common shares for net proceeds of $1.2 million pursuant to the employee share
incentive plan. During 2001, Kinross issued 8.1 million common shares valued at
$23.2 million to acquire 945,400 convertible preferred shares of a subsidiary
company. In addition, in 2001, Kinross issued 1.4 million common shares for cash
consideration of $4.6 million pursuant to a private placement, issued 1.3
million common shares valued at $3.8 million to acquire mining properties, and
issued 0.4 million common shares valued at $0.8 million pursuant to the employee
share incentive plan. During 2000, Kinross issued 0.7 million common shares for
cash consideration of $1.4 million pursuant to a private placement, issued 0.7
million common shares for proceeds of $1.8 million pursuant to the employee
share incentive plan and repurchased 1.2 million common shares pursuant to a
normal course issuer bid for $5.3 million of cash. All of the share amounts have
been retroactively adjusted for the three for one consolidation that was
completed on January 31, 2003.
The debt component of convertible debentures was reduced by $5.1 million
during 2002 compared to $5.4 million during 2001 and $4.9 million during 2000.
Long-term debt repayments were $28.5 million in 2002 compared to $46.5 million
during 2001 and $26.4 million during 2000.
Kinross did not declare nor pay any dividends to the holders of the
convertible preferred shares of subsidiary company in 2002 or 2001. Dividends
paid on the convertible preferred shares of subsidiary company in 2000, before
suspension in August 2000 were $3.4 million.
Kinross completed an equity offering in February 2002, and issued 7.7
million common shares from treasury for net proceeds of $18.5 million. The
majority of funds raised were used to complete a $16.00 per share cash tender
offer for the convertible preferred shares of a subsidiary company owned by
non-affiliated shareholders. The tender offer process closed on April 4, 2002,
with 670,722 convertible preferred shares of subsidiary company tendered leaving
223,878 or 12.2% outstanding to non-affiliated shareholders. In 2001, Kinross
acquired 945,000 convertible preferred shares of subsidiary company by issuing
from treasury 8.1 million common shares of Kinross valued at $23.2 million.
Included in the carrying value of the Kinam preferred shares, as at December 31,
2001, is an accrual of $2.2 million that represents the cumulative unpaid
dividends to the minority holders.
Kinross has restricted cash of $21.1 million at December 31, 2002. The
restricted cash is derived from two sources, the first being $8.9 million of
cash securing letters of credit issued in excess of the maximum allowable under
the credit facility. While the remaining $12.2 million represents Kinross' share
of restricted cash subject to a court ordered freeze in Russia. The court
ordered freeze was as a result of challenges brought against Omolon alleging
that the original issuance of shares was flawed and therefore, null and void. On
January 8, 2003, the claim was dismissed and the restrictions on cash were
released.
As at December 31, 2002, Kinross had a $30.0 million operating line of
credit in place with a bank syndicate, which is utilized for letters of credit
purposes. As at December 31, 2002, $38.5 million of letters of credit were
issued under this facility, requiring Kinross to restrict $8.9 million of cash.
On February 27, 2003, Kinross entered into a new credit facility for $125.0
million with a maturity date of December 31, 2005. The credit facility is
secured by Kinross' Fort Knox mine and shares in various wholly owned
subsidiaries. The purpose of the credit facility is to issue letters of credit
to various regulatory agencies to satisfy its financial assurance requirements
to which Kinross is subject.
As at December 31, 2002, Kinross' long-term debt consists of $2.6 million
relating to the Kubaka project financing, $25.0 million of Fort Knox industrial
revenue bonds and various capital leases, and other debt of $8.6 million. The
current portion of the long-term debt is $23.3 million. For details of the
various components of long-term debt, see Note 9 to the Consolidated Financial
Statements.
184
INVESTING ACTIVITIES
NINE MONTHS ENDED SEPTEMBER 30, 2003
Capital expenditures were $52.3 million in the first nine months of 2003
compared to $18.1 million in the first nine months of 2002. Capital expenditures
were spread fairly evenly across all of the operating mines. Capital
expenditures were financed out of cash flow from operating activities.
The business combination between Kinross, TVX, and Echo Bay required
Kinross to utilize $81.4 million of its cash reserves, net of the cash reserves
acquired from TVX and Echo Bay and $4.2 million of cash was utilized for
miscellaneous items including $2.5 million of fees (including legal) associated
with the new credit facility.
Kinross decreased its restricted cash by $37.4 million during the first
nine months of 2003. This decrease includes the change from Kinross' restricted
cash at December 31, 2002, and the change in restricted cash acquired on January
31, 2003, from TVX and Echo Bay.
Since January 2003, the Stratoni lead/zinc mine located in Greece, owned
by TVX Hellas, a subsidiary of Kinross, has been shut down. On December 10,
2003, the Greek government unilaterally terminated the contract pursuant to
which two subsidiaries of Kinross, TVX and TVX Hellas S.A., held title to the
Hellenic Gold Properties, and invited them to enter into a settlement agreement.
A settlement agreement was then executed on December 12, 2003, pursuant
to which the Greek government agreed to pay 11 million euros to TVX Hellas and
mutual releases from all claims were given by each party to the other. The
settlement agreement is subject to approval by the Greek Parliament, which has
not yet been obtained. TVX Hellas has agreed to augment the 11 million euros to
be received, with an additional 11 million euros, and to contribute all such
amounts in full satisfaction of all labor and trade liabilities of TVX Hellas.
In the event that the settlement agreement is not ratified by the Greek
Parliament and negotiations break down, TVX Hellas may have significant
obligations, including severance, environmental and contractual liabilities.
FISCAL YEAR ENDED DECEMBER 31, 2002
Capital expenditures decreased by 26% in 2002 as $22.6 million was spent
on capital additions, compared to $30.4 million in 2001, and $41.6 million in
2000. The 2002 capital expenditures focused primarily on the Porcupine Joint
Venture and Fort Knox operations, with 96% of total capital expenditures
incurred at these two mines. Capital expenditures at the Porcupine Joint Venture
in 2002 were required to further advance the 1060 ramp at the Hoyle Pond mine,
underground development drilling at the Hoyle Pond mine, surface fleet
additions, and plant modifications at the Dome mine. At the Fort Knox mine, the
majority of capital expenditures for 2002 were required to construct a tailings
thickener for a cost of $6.9 million, construct an additional lift on the
tailings impound dam totaling $3.2 million, and capitalized exploration at the
True North and Fort Knox mines of $2.7 million. Capital expenditures were
financed out of cash flow from operating activities. Planned capital
expenditures including additions to the newly acquired TVX and Echo Bay mines
are estimated at $74.0 million in 2003 and are to be funded from cash flow from
operating activities and current cash reserves.
EXPORT PREPAYMENT CONTRACTS
A Brazilian Central Bank program enables exporters to borrow U.S.
dollars, which are then immediately reinvested at rates in excess of those on
the loans.
Kinross' Brasilia joint venture participates in this program and entered
into contracts during 2000 and 2001 that were immediately assigned to a
Brazilian bank holding the amounts put on deposit. The amounts on deposit were
referred to as export prepayment contracts on the TVX balance sheet. The joint
venture received a premium instead of a higher interest rate on the amounts on
deposit. Under the terms of the related contracts, the bank would make all
repayments of principal and interest on the export loans as they become due.
The joint venture received a premium of $1.9 million in 2001 and $1.8
million in 2000. The premiums are included in accounts payable on the TVX
balance sheet and recognized over the term of the corresponding commitment to
conduct export activities. The premiums included in accounts payable total $1.3
million as at September 30, 2003 and $1.8 million as at December 31, 2002
(2001--$2.5 million).
185
During 2002, under an Amended and Restated Debt Assumption Agreement,
TVX's long-term debt in an amount of $67.0 million was legally extinguished.
Consequently, the debt and the related export prepayment contract balances were
removed from the consolidated balance sheet in a non-cash transaction.
CONTRACTUAL OBLIGATIONS
Payments due by Period
--------------------------------------------------------------------------------------------------------------------------
Contractual Obligations Total 2003 2004 2005 2006 2007 2008+
--------------------------------------------------------------------------------------------------------------------------
Long-term debt obligations $ 27.7 $ - $ 27.8 $ - $ - $ - $ -
Capital (finance) lease obligations 3.0 0.6 1.4 1.0 - - -
Operating lease obligations 10.1 0.8 3.0 3.0 2.6 0.7 -
Purchase obligations 2.3 0.2 2.1 - - - -
Other long-term liabilities reflected
on 6.4 - 3.4 0.5 0.5 - 2.0
------- ------- ------- ------- ------- ------- -------
Kinross balance sheet under CDN GAAP
TOTAL $ 49.5 $ 1.6 $ 37.7 $ 4.5 $ 3.1 $ 0.7 $ 2.0
======= ======= ======= ======= ======= ======= =======
CRITICAL ACCOUNTING POLICIES
The preparation of Kinross' consolidated financial statements in
accordance with CDN GAAP requires management to make estimates and assumptions.
These estimates and assumptions affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, as well as the reported amount of revenues and
expenses during the reporting period. The most critical accounting policies upon
which Kinross' financial status depends are those requiring estimates of proven
and probable reserves, recoverable ounces therefrom, and assumptions of future
gold prices. Such estimates and assumptions affect the value of inventories and
the potential impairment of long-lived assets. These estimates and assumptions
also affect the rate at which depreciation, depletion and amortization are
charged to earnings. Commodity prices significantly affect Kinross'
profitability and cash flow. In addition, management estimates costs associated
with reclamation of mining properties as described above. On an ongoing basis,
management evaluates its estimates and assumptions; however, actual amounts
could differ from those based on such estimates and assumptions.
BUSINESS RISKS AND MANAGEMENT
The operations of Kinross are speculative due to the high-risk nature
associated with the operation, exploration and development of mineral
properties. Certain of the risk factors listed below are related to the mining
industry in general while some are specific to Kinross. Included in the risk
factors below are details on how Kinross mitigates these risks wherever
possible.
NATURE OF MINERAL EXPLORATION AND MINING
The exploration and development of mineral deposits involves significant
financial and other risks over an extended period of time, which even a
combination of careful evaluation, experience, and knowledge may not eliminate.
While discovery of a gold-bearing structure may result in substantial rewards,
few properties explored are ultimately developed into producing mines. Major
expenses are required to establish reserves by drilling and to construct mining
and processing facilities at a site. It is impossible to ensure that the current
or proposed exploration programs on properties in which Kinross has an interest
will result in profitable commercial mining operations.
The operations of Kinross are subject to the hazards and risks normally
incident to exploration, development, and production of gold, any of which could
result in damage to life or property, environmental damage and possible legal
liability for such damage. The activities of Kinross may be subject to prolonged
disruptions due to weather conditions depending on the location of operations in
which it has interests. Hazards, such as unusual or unexpected formations, rock
bursts, pressures, cave-ins, flooding or other conditions, may be encountered in
the drilling and removal of material. While Kinross may obtain insurance against
certain risks, potential claims could exceed policy limits or could be excluded
from coverage. There are also risks against which Kinross cannot or may not
elect to insure against. The potential costs which could be associated with any
liabilities not covered by
186
insurance or in excess of insurance coverage or compliance with applicable laws
and regulations may cause substantial delays and require significant capital
outlays, adversely affecting the future earnings and competitive position of
Kinross and, potentially, its financial viability.
Whether a gold deposit will be commercially viable depends on a number of
factors, some of which are the particular attributes of the deposit, such as its
size and grade, costs and efficiency of the recovery methods that can be
employed, proximity to infrastructure, financing costs and governmental
regulations, including regulations relating to prices, taxes, royalties,
infrastructure, land use, importing and exporting of gold and environmental
protection. The effect of these factors cannot be accurately predicted, but the
combination of these factors may result in Kinross not receiving an adequate
return on its invested capital.
Kinross mitigates the likelihood and potential severity of these mining
risks it encounters in its day-to-day operations through the application of high
operating standards. In addition, Kinross reviews its insurance coverage at
least annually to ensure the most complete and cost-effective coverage is
obtained.
ENVIRONMENTAL RISKS
Kinross' mining and processing operations and exploration activities in
Canada, the United States, Russia, Brazil, Greece, Chile, Australia and Zimbabwe
and other countries are subject to various laws and regulations governing the
protection of the environment, exploration, development, production, exports,
taxes, labor standards, occupational health, waste disposal, toxic substances,
mine safety and other matters. New laws and regulations, amendments to existing
laws and regulations, or more stringent implementation of existing laws and
regulations could have a material adverse impact on Kinross, increase costs,
cause a reduction in levels of production and/or delay or prevent the
development of new mining properties. Compliance with these laws and regulations
requires significant expenditures and increases Kinross' mine development and
operating costs.
In all jurisdictions, permits from various governmental authorities are
necessary in order to engage in mining operations. Such permits relate to many
aspects of mining operations, including maintenance of air, water and soil
quality standards. In most jurisdictions, the requisite permits cannot be
obtained prior to completion of an environmental impact statement and, in some
cases, public consultation. Further, Kinross may be required to submit for
government approval a reclamation plan and to pay for the reclamation of the
mine site upon the completion of mining activities. Kinross estimates its share
of reclamation closure obligations at $70.4 million based on information
currently available. As at December 31, 2002, Kinross has accrued $57.0 million
of this liability. Kinross will continue to accrue this liability on a
unit-of-production basis over the remaining reserves. Kinross mitigates this
risk by performing reclamation activities concurrent with production. In
addition, planned spending on closure properties of approximately $15.0 million
in 2003 is part of an aggressive plan to bring the majority of the closure
projects to post closure monitoring by the end of 2005.
Mining, like many other extractive natural resource industries, is
subject to potential risks and liabilities associated with pollution of the
environment and the disposal of waste products occurring as a result of mineral
exploration and production. Environmental liability may result from mining
activities conducted by others prior to Kinross' ownership of a property. To the
extent Kinross is subject to uninsured environmental liabilities, the payment of
such liabilities would reduce funds otherwise available and could have a
material adverse effect on Kinross. Should Kinross be unable to fund fully the
cost of remedying an environmental problem, Kinross might be required to suspend
operations or enter into interim compliance measures pending completion of the
required remedy, which could have a material adverse effect. Kinross mitigates
the likelihood and potential severity of these environmental risks it encounters
in its day-to-day operations through the application of high operating
standards.
187
RESERVE ESTIMATES
The figures for reserves presented are estimates, and no assurance can be
given that the anticipated tonnages and grades will be achieved or that the
indicated level of recovery will be realized. Market fluctuations in the price
of gold may render the mining of ore reserves uneconomical and require Kinross
to take a writedown of the asset or to discontinue development or production.
Moreover, short-term operating factors relating to the reserves, such as the
need for orderly development of the ore body or the processing of new or
different ore grades, may cause a mining operation to be unprofitable in any
particular accounting period.
Proven and probable reserves at Kinross' mines and development projects
were calculated based upon a gold price of $300 per ounce of gold. Prior to
2002, gold prices were significantly below these levels. Prolonged declines in
the market price of gold may render reserves containing relatively lower grades
of gold mineralization uneconomic to exploit and could reduce materially
Kinross' reserves. Should such reductions occur, material write-downs of
Kinross' investment in mining properties or the discontinuation of development
or production might be required, and there could be material delays in the
development of new projects, increased net losses and reduced cash flow.
There are numerous uncertainties inherent in estimating quantities of
proven and probable gold reserves. The estimates in this document are based on
various assumptions relating to gold prices and exchange rates during the
expected life of production, and the results of additional planned development
work. Actual future production rates and amounts, revenues, taxes, operating
expenses, environmental and regulatory compliance expenditures, development
expenditures and recovery rates may vary substantially from those assumed in the
estimates. Any significant change in these assumptions, including changes that
result from variances between projected and actual results, could result in
material downward or upward revision of current estimates.
OPERATIONS OUTSIDE OF NORTH AMERICA
Kinross has mining operations in Russia, Brazil, Chile and Zimbabwe and
is conducting certain of its exploration and development activities in Russia,
Zimbabwe and Australia. There is no assurance that future political and economic
conditions in these countries will not result in these governments adopting
different policies respecting foreign development and ownership of mineral
resources. Any such changes in policy may result in changes in laws affecting
ownership of assets, taxation, rates of exchange, gold sales, environmental
protection, labor relations, repatriation of income, and return of capital,
which may affect both the ability of Kinross to undertake exploration and
development activities in respect of future properties in the manner currently
contemplated, as well as its ability to continue to explore, develop and operate
those properties for which it has obtained exploration, development and
operating rights to date. The possibility that a future government of these
countries may adopt substantially different policies, which might extend to
expropriation of assets, cannot be ruled out.
Kinross is subject to the considerations and risks of operating in
Russia. The economy of the Russian Federation continues to display
characteristics of an emerging market. These characteristics include, but are
not limited to, the existence of a currency that is not freely convertible
outside of the country, extensive currency controls and high inflation. The
prospects for future economic stability in the Russian Federation are largely
dependent upon the effectiveness of economic measures undertaken by the
government, together with legal, regulatory and political developments.
Russian laws, licenses and permits have been in a state of change and new
laws may be given a retroactive effect. It is also not unusual in the context of
dispute resolution in Russia for parties to use the uncertainty in the Russian
legal environment as leverage in business negotiations. In addition, Russian tax
legislation is subject to varying interpretations and constant change. Further,
the interpretation of tax legislation by tax authorities as applied to the
transactions and activities of Kinross' Russian operations may not coincide with
that of management. As a result, transactions may be challenged by tax
authorities and Kinross' Russian operations may be assessed additional taxes,
penalties and interest, which could be significant. The periods remain open to
review by the tax authorities for three years. Kinross mitigates this risk
through effective communications with the Russian regulators.
188
In addition, the economies of the countries of Russia, Brazil, Chile or
Zimbabwe differ significantly from the economies of Canada and the United
States. Growth rates, inflation rates and interest rates of developing nations
have been and are expected to be more volatile than those of western industrial
countries.
LICENSES AND PERMITS
The operations of Kinross require licenses and permits from various
governmental authorities. However, such licenses and permits are subject to
change in various circumstances. There can be no guarantee that Kinross will be
able to obtain or maintain all necessary licenses and permits that may be
required to explore and develop its properties, commence construction or
operation of mining facilities and properties under exploration or development
or to maintain continued operations that economically justify the cost. Kinross
endeavors to be in compliance with these regulations at all times.
TITLE TO PROPERTIES
The validity of mining claims which constitute most of Kinross' property
holdings in Canada, the United States, Brazil, Greece, Chile, Zimbabwe,
Australia, and Russia may, in certain cases, be uncertain and is subject to
being contested. Kinross' titles, particularly title to undeveloped properties,
may be defective.
Certain of Kinross' United States mineral rights consist of unpatented
lode mining claims. Unpatented mining claims may be located on United States
federal public lands open to appropriation, and may be either lode claims or
placer claims depending upon the nature of the deposit within the claim. In
addition, unpatented mill site claims, which may be used for processing
operations or other activities ancillary to mining operations, may be located on
federal public lands that are non-mineral in character. Unpatented mining claims
and mill sites are unique property interests, and are generally considered to be
subject to greater title risk than other real property interests because the
validity of unpatented mining claims is often uncertain and is always subject to
challenges of third parties or contests by the federal government of the United
States. The validity of an unpatented mining claim, in terms of both its
location and its maintenance, is dependent on strict compliance with a complex
body of United States federal and state statutory and decisional law. In
addition, there are few public records that definitively control the issues of
validity and ownership of unpatented mining claims. The General Mining Law of
the United States, which governs mining claims and related activities on United
States federal public lands, includes provisions for obtaining a patent, which
is essentially equivalent to fee title, for an unpatented mining claim upon
compliance with certain statutory requirements (including the discovery of a
valuable mineral deposit).
COMPETITION
The mineral exploration and mining business is competitive in all of its
phases. Kinross competes with numerous other companies and individuals,
including competitors with greater financial, technical and other resources than
Kinross, in the search for and the acquisition of attractive mineral properties.
The ability of Kinross to acquire properties in the future will depend not only
on its ability to develop its present properties, but also on its ability to
select and acquire suitable producing properties or prospects for mineral
exploration. There is no assurance that Kinross will continue to be able to
compete successfully with its competitors in acquiring such properties or
prospects.
JOINT VENTURES
Upon completion of the combination, Kinross will have ownership in eight
mines that are operated through joint ventures with other mining companies. Any
failure of such other companies to meet their obligations to Kinross or to third
parties could have a material adverse effect on the joint ventures. In addition,
Kinross may be unable to exert influence over strategic decisions made in
respect of such properties.
189
ROYALTIES
Kinross' mining properties are subject to various royalty and land
payment agreements. Failure to meet payment obligations under these agreements
could result in the loss of related property interests. However, the royalty and
land payment obligations to which Kinross' properties are subject are not
material except for its Kubaka property. In 2001, the Kubaka mine was subject to
total royalty and production based taxes of 11.8%.
For other discussions on commitments and contingencies, see Note 22 to
the Consolidated Financial Statements.
STRATEGY
Kinross' strategy is to increase shareholder value through increases in
long-term cash flow, production and earnings per share. Kinross' strategy
consists of optimizing the performance and therefore the value of existing
mines, investing in quality projects and looking for additional accretive
acquisitions.
The first component of this strategy is addressed as Kinross continues to
enhance the performance of existing assets that it operates through its
continuous improvement program. The continuous improvement program focuses on
productivity improvements and cost-cutting initiatives that add value by
improving cash flow and earnings per share. One major initiative in 2002
consisted of the construction of a tailings thickener at the Fort Knox mine. The
benefits of this capital program will be to reduce consumption of reagents and
nominally improve recovery leading to lower total cash costs per ounce produced.
The second component of this strategy is the value created by investing
in quality projects. In late 2002, with continued strength in gold prices,
Kinross began a major drilling program at the Refugio mine. This program was
successful and in December 2003, the joint venture partners announced their
decision to recommence mining at Refugio in 2004. In addition, 2003 included
exploration activities surrounding the Kubaka mine and the development of the
Emanuel Creek deposit at the Kettle River mine. All of these programs are
designed to add value by extending mine life.
The third component of this strategy is to increase value through
accretive acquisitions. On January 31, 2003, Kinross completed a business
combination with TVX and Echo Bay. This combination created a larger, stronger
senior gold company. Kinross is proceeding with the integration of these newly
acquired assets and looks to add further value through productivity
improvements, cost-cutting initiatives and investing in the quality projects
acquired.
OUTLOOK
As at September 30, 2003, Kinross has $141.2 million of unrestricted cash
and $5.2 million of restricted cash, which should become unrestricted during the
fourth quarter. These cash reserves combined with TVX's and Echo Bay's year-end
cash reserves and the restricted cash released early in 2003, provide ample cash
to pay for the TVX Newmont J/V, the outstanding transaction costs and the
increase in ownership of Omolon. Cash balances have increased due to positive
results at operations. Kinross was able to issue equity, and the proceeds were
applied to redeem 100% of the convertible debentures. Kinross will continue to
focus on improving operational profitability and maximizing the benefit of our
investment in quality projects.
190
Kinross' prudent fiscal management over the past few years of low gold
prices has positioned Kinross to be a beneficiary of the improved gold price
environment. Kinross has a strong balance sheet with low debt and ample cash to
fund exploration and capital programs that will allow Kinross to continue on its
growth path. Kinross' current plans include the recommencement of operations at
Refugio, if approved, the recommencement of operations at Kettle River (acquired
from Echo Bay pursuant to the combination) and the development of the Birkachan
satellite deposit near the Kubaka processing plant in Russia. All of this can be
accomplished in a $325 per ounce gold price environment without incurring any
additional long-term debt.
The forward-looking statements included in this MD&A involve various
risks and uncertainties and are based upon assumptions that Kinross considers
reasonable, but could be incorrect. Factors that could cause actual results to
differ from those included in the forward-looking statements are identified
under the Business Risks and Management section, which is included in this MD&A.
191
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DISCLOSURES ABOUT MARKET RISKS
--------------------------------------------------------------------------------
To determine its market risk sensitivities, Kinross uses an internally
generated financial forecast that is sensitized to various gold prices, currency
exchange rates, interest rates and energy prices. The variable with the greatest
impact is the gold price, and Kinross prepares a base case scenario and then
sensitizes it by a $25 increase and decrease in the gold price.
The financial forecast Kinross uses covers the life of the mine. In each
year gold is produced according to the mine plan, the production is estimated
based on current production costs plus the impact of any major changes to the
operation during its life. Quantitative disclosure of market risks is disclosed
below.
Kinross manages its exposure to fluctuations in commodity prices, foreign
exchange rates and interest rates by entering into derivative financial
instrument contracts in accordance with the formal risk management policies
approved by Kinross' Board of Directors. Kinross does not hold or issue
derivative contracts for speculative or trading purposes.
COMMODITY PRICE RISKS
Kinross' revenues are derived primarily from the sale of gold production.
The price of gold averaged $354 per ounce for the nine months ended September
30, 2003 with a closing London A.M. fix of $388 on September 30, 2003 and $310
per ounce for the year ended December 31, 2002 with a closing London P.M. fix of
$343 for the year. The key factors influencing the gold market included a
weakness in the U.S. dollar, equity market declines, increased tension in Iraq
and North Korea, a significant decrease in net producer hedging, and increased
investor interest as indicated by the large net long position reported.
The profitability of any gold mining operations in which Kinross has an
interest and Kinross net income will be significantly affected by changes in the
market price of gold. Gold prices fluctuate on a daily basis and are affected by
numerous factors beyond the control of Kinross. The supply and demand for gold,
the level of interest rates, the rate of inflation, investment decisions by
large holders of gold, including governmental reserves, and stability of
exchange rates can all cause significant fluctuations in gold prices. Such
external economic factors are in turn influenced by changes in international
investment patterns and monetary systems and political developments. The price
of gold has fluctuated widely and future serious price declines could cause
continued commercial production to be impractical. Depending on the price of
gold, cash flow from mining operations may not be sufficient to cover costs of
production and capital expenditures. If, as a result of a decline in gold
prices, revenues from metal sales were to fall below cash operating costs,
production may be discontinued.
At various times, in response to market conditions, Kinross has entered
into gold forward sales contracts and spot deferred forward sales contracts and
written call options for some portion of expected future production to mitigate
the risk of adverse price fluctuations. Due to the increase in gold prices it is
Kinross' plan to deliver into these financial instruments and not replace them
thereby increasing its exposure to changes in gold prices.
Kinross does not hold these financial instruments for speculative or
trading purposes. Kinross is not subject to margin requirements on any of its
hedging lines.
192
The outstanding number of ounces, average expected realized prices and
maturities for the gold commodity derivative contracts as at September 30, 2003
were as follows:
OUNCES AVERAGE CALL OPTIONS AVERAGE
YEAR OF DELIVERY HEDGED PRICE SOLD STRIKE PRICE
---------------- ------ ----- ---- ------------
2003 20,000 $ 274 50,000 $ 300
2004 137,500 277 50,000 340
2005 37,500 296 - -
-------------- -------------- ------------------ -----------------
Total 195,000 $ 281 100,000 $ 320
============== ============== ================== =================
The fair value of the call options sold is recorded in the financial
statements at each measurement date. The fair value of the gold forward sales
and spot deferred forward sales contracts, as at September 30, 2003 was negative
$21.4 million based on a gold price of $388. As at December 31, 2002, based on a
year-end gold price of $343 per ounce, the mark-to-market value of Kinross' gold
forward sales contracts and gold spot deferred forward sales contracts was
negative $20.3 million.
Based on Kinross' projected 2003 sales volumes, including sales from TVX
and Echo Bay, each $10 per ounce change in the average realized price on gold
sales would have an approximate $15.0 million impact on revenues and pre-tax
earnings.
Mine operating costs include costs associated with the consumption of
fuel to power generating plants and operate mining equipment. Kinross consumes
approximately 89.0 million liters of diesel fuel annually throughout its
worldwide operations. Based on Kinross' projected 2002 consumption, including
consumption from the TVX and Echo Bay mines, a 10% change in crude oil prices
would have an approximate $2.0 million impact on operating costs and pre-tax
earnings.
FOREIGN CURRENCY EXCHANGE RISK
Kinross, TVX, and Echo Bay conduct the majority of their operations in
the United States, Russia, Canada, Brazil and Chile. Currency fluctuations
affect the cash flow that Kinross will realize from its operations as gold is
sold in the United States. Kinross' results are positively affected when the
U.S. dollar strengthens against these foreign currencies and adversely affected
when the U.S. dollar weakens against these foreign currencies. Kinross' cash and
cash equivalent balances are held in U.S. and Canadian dollars; holdings
denominated in other currencies are relatively insignificant.
RUSSIAN RUBLES
Kinross operates the Kubaka mine in Russia. Upon completion of the
acquisition by Omolon and cancellation of said shares owned by the Russian
shareholders as described under the section entitled "Kubaka Mine," Kinross
estimates 2003 Russian ruble payments for operating, exploration, royalty
expenses, and income taxes of 606.7 million Russian rubles at an exchange rate
of 33.0 rubles to one U.S. dollar. A 10% change in the exchange rate could
result in an approximate $1.8 million change in Kinross' pre-tax earnings.
CHILEAN PESOS
Kinross operates the Refugio mine, while TVX is a partner to the La Coipa
mine, both located in Chile. Upon completion of the combination, Kinross
estimates 2003 Chilean peso payments for operating, exploration, royalty
expenses and income taxes of 13.1 billion Chilean pesos at an exchange rate of
700 pesos to one U.S. dollar. A 10% change in the exchange rate could result in
an approximate $1.9 million change in Kinross' pre-tax earnings.
BRAZILIAN REALS
TVX is a partner to the Brasilia and Crixas mines, both located in
Brazil. Upon completion of the combination, Kinross estimates 2003 Brazilian
real payments for operating, exploration, royalty expenses and
193
income taxes of 74.5 million Brazilian reals at an exchange rate of 3.50
Brazilian reals to one U.S. dollar. A 10% change in the exchange rate could
result in an approximate $2.1 million change in Kinross' pre-tax earnings.
CANADIAN DOLLARS
Kinross and Echo Bay have Canadian dollar denominated operating,
exploration, administrative, and interest expenses. Kinross and Echo Bay have
hedged $45.0 million of this exposure for 2003 at average exchange rates of
Canadian $1.575 per U.S. dollar. Upon completion of the combination and
excluding hedging contracts described above, and assuming 2003 Canadian dollar
payments of $131.0 million dollars at an exchange rate of Canadian $1.50 per
U.S. dollar, a 10% change in the exchange rate could result in an approximate
$7.8 million change in Kinross' pre-tax earnings.
As of September 30, 2003, Kinross had Canadian dollar denominated
operating, exploration, administrative, and interest expenses. As of September
30, 2003, Kinross had hedged $33 million of these costs at an average rate of
CDN 1.4227 per U.S. dollar for the balance of 2003, 2004, and 2005.
INTEREST RATE RISK
Kinross has no interest rate swaps outstanding at December 31, 2002. At
December 31, 2002, Kinross carries $31.4 million of variable rate debt, all
denominated in U.S. dollars. Interest expense would change by approximately $0.3
million for every one percent change in interest rates.
ENERGY PRICE RISK
Kinross is exposed to changes in crude oil prices as a result of diesel
fuel consumption, primarily at its Fort Knox and Kubaka mines. The potential
fluctuations in crude oil prices could have a significant impact on the cost of
producing gold and the profitability of Kinross. This risk is reduced, from time
to time, through the use of crude oil forward purchase contracts to lock in
firmly committed future operating costs.
As at September 30, 2003, and December 31, 2002, Kinross had no hedging
agreements in place to purchase fuel. As at December 31, 2001, Kinross had
agreements to buy 28,500 barrels of crude oil forward at a price of $20.83 per
barrel.
CREDIT RISK MANAGEMENT
Credit risk relates to accounts receivable and derivative contracts and
arises from the possibility that a counterparty to an instrument fails to
perform. Kinross only transacts with highly-rated counterparties and a limit on
contingent exposure has been established for each counterparty based on the
counterparty's credit rating. At September 30, 2003, Kinross' gross credit
exposure was $28.4 million.
FAIR VALUES OF FINANCIAL INSTRUMENTS
Carrying values for primary financial instruments, including cash and
cash equivalents, bullion settlements and other accounts receivable, marketable
securities, accounts payable and accrued liabilities, approximate fair values
due to their short-term maturities. The carrying value for long-term debt (other
than convertible debentures and redeemable retractable preferred shares)
approximates fair value primarily due to the floating rate nature of the debt
instruments.
194
Fair value estimates for derivative contracts are based on quoted market
prices for comparable contracts and represent the amount Kinross would have
received from, or paid to, a counterparty to unwind the contract at the market
rates in effect at September 30, 2003. The following table represents the fair
value (loss) relating to derivative contracts outstanding as at September 30,
2003.
------------------------------------------------------------------------
Gold and silver forward sales contracts(1) $ (21.4)
Foreign currency contracts(2) 1.4
-------------------------
(1) Based on a spot gold price of $388 per ounce at September 30,
2003.
(2) Based on a Canadian Dollar exchange rate of 1.3504 at September
30, 2003.
The fair value of written call options is recorded in the financial
statements at each measurement date.
195
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THE MERGER
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The discussion in this Proxy Statement/Prospectus of the merger and the
principal terms of the merger agreement is subject to, and qualified in its
entirety by, the merger agreement attached to this Proxy Statement/Prospectus as
Appendix "A," which is incorporated herein by this reference.
GENERAL
Kinross and Crown are furnishing this Proxy Statement/Prospectus to
holders of Crown common stock in connection with the solicitation of proxies by
the Board of Directors of Crown for approval, among other things, of the merger
contemplated by the merger agreement. The merger agreement provides for the
merger of Crown with and into Crown Merger, with Crown surviving the merger.
The merger was unanimously approved by the board of directors of both
Kinross and Crown. Neither board formed a special committee in connection with
their consideration of the merger.
The Crown common stock will be converted into Kinross common shares on
the basis of 0.2911 shares of Kinross common shares for each share of Crown
common stock previously outstanding.
If the holder of any unexercised warrant to purchase shares of Crown
common stock so elects, the warrant will be exchanged for 0.2911 of a Kinross
common share for each share of Crown common stock that would have been issued on
exercise of the warrant immediately prior to the effective time of the merger on
a cashless basis and the number of shares of Solitario common stock to which the
holder would have been entitled if the warrant had been exercised on a cashless
basis immediately prior to the merger. If the holder does not make the foregoing
election, the warrant will represent the right to acquire Kinross common shares
in accordance with the terms and conditions of the warrant as amended pursuant
to the merger agreement.
On December 8, 2003, the Crown Board of Directors took action, as
permitted under the Crown 2002 Stock Incentive Plan, so that conditional upon
the completion of the merger as contemplated by the merger agreement, all
options to purchase Crown common stock not exercised as of the effective time of
the merger will be terminated on three days notice of the completion of the
merger.
The merger agreement contemplates that the merger will be completed
within three business days of the satisfaction of all conditions precedent. The
parties anticipate closing the merger as quickly as practicable subsequent to
the approval of the transaction by the Crown shareholders. Completion of the
merger is subject to the satisfaction of all conditions which must be satisfied
or waived by the parties. In the event of the failure to meet any of these
conditions, the merger may not be completed even if approved by the Crown
stockholders.
For a discussion of the principal United States federal income tax
consequences of the merger to Kinross, Crown, and their respective shareholders,
see "Tax Consequences."
BACKGROUND OF THE MERGER
On May 3, 2002, a meeting was held between Chris Herald, Crown's Chief
Executive Officer and Bob LeClerc, the Chief Executive Officer of Echo Bay at
Echo Bay's Littleton, Colorado office. At the meeting, Mr. Herald and Mr.
LeClerc discussed whether Crown and Echo Bay would be interested in a possible
combination of Crown's Buckhorn Mountain Project ("Buckhorn Mountain Project")
with Echo Bay's Kettle River mine ("Kettle River"), both of which sites are
located in Washington, and the possible benefits of such a combination. Both
parties agreed that a combination of the projects potentially had substantial
merit and agreed to work towards the execution of a confidentiality agreement.
196
In May and June of 2002, various discussions and negotiations regarding a
confidentiality agreement, primarily through telephone and fax, occurred between
Mr. Herald and Mr. LeClerc. On June 18, 2002, Crown and Echo Bay executed a
confidentiality agreement, allowing each company to make documents and other
confidential information available to the other for a possible transaction.
On June 10, 2002, Kinross, Echo Bay, and TVX announced an agreement to
combine their respective business, with Kinross being the surviving parent
corporation.
On June 18, 2002, Crown and Echo Bay executed a confidentiality
agreement, allowing the parties to review each other's confidential information.
On July 20 and 21, 2002, Crown and Echo Bay held technical due diligence
meetings at Crown's Oroville, Washington office, and at the Buckhorn Mountain
Project and Kettle River sites. Crown and Echo Bay exchanged technical reports
and data prior to such meetings. Participating in the meeting on behalf of Crown
were Mr. Herald and Peter Cooper, and on behalf of Echo Bay were Dan Hussey and
Scott Marikis.
On August 29, 2002, Mr. Herald and Mr. LeClerc held telephone discussions
regarding a possible Buckhorn Mountain Project and Kettle River business
combination. Mr. Herald and Mr. LeClerc determined that the parties had
substantially different views regarding the relative valuations of each
company's respective assets and discussions did not proceed at that point.
On September 30, 2002, Mr. Herald held an in-person meeting at the Westin
Hotel in Denver, Colorado, with Gordon McCreary, Kinross' Vice-President of
Investor Relations and Corporate Development concerning Kinross' possible
interest in the Buckhorn Mountain Project following completion of Kinross'
combination with Echo Bay and TVX. Mr. Herald and Mr. McCreary agreed that a
discussion between Crown and Kinross may be appropriate after completion of the
merger.
On January 31, 2003, the combination among Kinross, Echo Bay, and TVX was
completed.
On February 18, 2003, Kinross entered into a confidentiality agreement
with Crown, whereby the parties could investigate possible synergies between the
Buckhorn Mountain Project and Kinross' Kettle River mine.
On February 20, 2003, Mr. Herald and Walt Hunt, Crown's Vice-President of
Operations, met with representatives of Kinross in its Toronto, Ontario office
to discuss a potential transaction. Kinross was represented by Robert Buchan,
its President and Chief Executive Officer, John Ivany, its Executive
Vice-President and General Counsel, Rod Cooper, its Director of Technical
Services, Gordon McCreary, its Vice-President of Corporate Affairs, and Ronald
Stewart, its Vice-President of Exploration. Crown presented the current status
of the Buckhorn Mountain Project, discussing resources, permitting and
feasibility studies either underway or planned. Crown delivered updated Buckhorn
Mountain Project information to Kinross for its review. Kinross and Crown agreed
to continue discussions and to exchange additional information in the future as
necessary for the companies' respective technical reviews. Later that day,
additional Kinross personnel were notified of the meeting and the status of the
review, including Scott Caldwell, Executive Vice-President and Chief Operating
Officer, Brian W. Penny, Vice-President-Finance and Chief Financial Officer,
Chris Hill, Treasurer, and Jerry Danni, Vice-President of Environmental Affairs.
In March, 2003, the parties held several telephone discussions regarding
the Buckhorn Mountain Project and exchanged various documents. Also in March of
2003, AMEC Engineering and Constructors were commissioned by Kinross to review
the geological data concerning the Buckhorn Mountain Project and construct a
confirmatory resource model.
On April 2, 2003, Mr. Ivany telephoned Mr. Herald and indicated that
Kinross' technical review of the Buckhorn Mountain Project appeared positive.
Mr. Ivany thought it would take a couple of weeks to complete the evaluation and
potentially develop a proposal.
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On April 20, 2003, Mr. Ivany called Mr. Herald to discuss the results of
Kinross' technical evaluation. Mr. Ivany indicated that Kinross was pleased with
the technical review of the Buckhorn Mountain Project, but was concerned about
permitting. Mr. Ivany indicated that Kinross was continuing to develop and
explore its Emanuel Creek project. Mr. Ivany and Mr. Herald discussed some
general concepts of how Kinross and Crown might move forward toward a
transaction, but it was decided that the concepts were not attractive for either
party. Mr. Ivany and Mr. Herald agreed to stay in touch and that Kinross would
continue to monitor Crown's progress on the project.
Between April and July, 2003, the parties held several telephone
discussions regarding the Buckhorn Mountain Project.
On July 30, 2003, Mr. Ivany and Mr. Herald held discussions by telephone,
arranging a meeting between Mr. Herald and Mr. Danni for the purpose of updating
Kinross on the permitting developments with respect to the Buckhorn Mountain
Project.
On August 1, 2003, Mr. Herald met with Mr. Danni and Debbie Struhsacker,
Kinross Gold U.S.A., Inc.'s (a wholly-owned subsidiary of Kinross)
Vice-President-U.S. Governmental and Environmental Affairs, in Denver, Colorado.
Mr. Herald updated Mr. Danni and Ms. Struhsacker on Crown's progress on the new
Buckhorn Mountain Project Plan of Operations to be filed with the USFS and the
Washington State Department of Ecology. Crown's political efforts and its public
outreach program were also discussed. In addition, Mr. Herald provided an update
of recent Washington legislation pertaining to regulatory reform to Kinross. The
parties also discussed the status of Crown's patent application with the BLM.
Mr. Herald provided documents related to many of the topics discussed. Mr. Danni
said he would evaluate the information further and report to Kinross management.
On August 7, 2003, during a meeting of Kinross' Board of Directors, Mr.
Buchan informed Kinross' directors of the ongoing discussions with Crown.
A meeting was held on August 25 and 26, 2003, at Crown's Oroville,
Washington office between Mr. Herald, Mr. Hunt and Lyle Morganthaler, an
independent mining engineer representing Crown, on behalf of Crown, and Mr.
Cooper, Mr. Caldwell, Mike Doyle, the General Manager for Kinross' Round
Mountain mine in Nevada and Al Kirkem, Kinross' Exploration Manager, on behalf
of Kinross. Crown presented information regarding the Buckhorn Mountain Project
that had been developed to date. The parties also generally discussed options
related to the Kettle River mill, and its potential utility in the Buckhorn
Mountain Project. The meetings also included a brief inspection of core
drillings, a visit to the Buckhorn Mountain Project proposed mill and tailings
site, a tour of the Buckhorn Mountain Project deposit, and a drive of a Buckhorn
Mountain Project to Emanuel Creek potential haul road. Kinross also provided a
review of its exploration results from the Emanuel Creek site.
On August 26, 2003, Mr. Cooper, Mr. Caldwell, Mr. Danni, Mr. Doyle, and
Mr. Kirkham met with Gordon Fellows, Kinross' Engineering and Environmental
Manager at Kettle River, Mr. Rasmussen and Robert Taylor, Kinross' General
Manager at Kettle River. The meeting took place at the Kettle River mine
offices. The parties discussed the potential for a transaction with Crown and
reviewed Kettle River information relevant to Kinross' financial analysis of
Crown. After the meeting, Wayne Zigarlick, Kinross' Mill Manager at Kettle River
and Dave Riggleman, Kinross' Operations Manager at Kettle River, were informed
of the potential transaction, since their input would be required to finalize
the financial analysis. An additional meeting between Mr. Morgenthaler, an
independent mining engineer representing Crown and Mr. Riggleman, Ms. Fellows
and Pam Allen, Kinross' Accounting Manager at Kettle River, occurred whereby
both companies exchanged information regarding Kettle River and the Buckhorn
Mountain Project. Later that day, Sue Davis, Kinross' Human Resources Manager at
Kettle River provided historical employment numbers for the Kettle River
operations to Mr. Morgenthaler. Mr. Dan Hussey, Kinross' Chief Geologist at
Kettle River was informed of the discussions regarding the Buckhorn Mountain
Project.
On September 2, 2003, Mr. Kirkham contracted with Mr. Tom Rice, a
consultant from Reno, Nevada, to conduct land title due diligence on Kinross'
behalf. On September 4 and 5, 2003, Mr. Rice visited Crown's Oroville,
Washington office and reviewed certain files and held conversations with Mr.
Hunt of Crown. Subsequently, under the coordination of John Bokich, Kinross'
Director of Environmental Affairs, and Susan Mason, a consultant retained
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by Kinross for U.S. land management, Mr. Rice spent approximately 12 days during
two trips doing extensive title research on the Buckhorn Mountain Project.
From September 2-4, 2003, Ms. Struhsaker, Ed Opitz, Kinross' Manager of
Environmental Engineering, and Mr. Fellows visited the Buckhorn Mountain Project
to review environmental and permitting issues. Additionally, Vector Colorado,
LLC completed an engineering review of certain aspects of the Buckhorn Mountain
Project.
From September 9-11, 2003, Tony Lipiec, Kinross' Manager, Process
Engineering, conducted a site visit to Kettle River, the Buckhorn Mountain
Project and to Crown's Oroville office to review information with Mr. Hunt of
Crown.
On September 22, 2003, Mr. Herald, Mr. Buchan, and Mr. Caldwell held
discussions concerning a Kinross proposal to acquire Crown at the Denver Gold
Conference in Denver, Colorado. Prior to the meeting, Mr. Caldwell had forwarded
Kinross' evaluation materials relating to the Buckhorn Mountain Project to Mr.
Herald. Mr. Buchan and Mr. Caldwell reviewed Kinross' technical evaluation
results with Mr. Herald. Mr. Herald explained Crown's capital structure. Mr.
Buchan presented Kinross' proposal to acquire Crown. Mr. Herald indicated that
Kinross' proposal appeared to be an offer that Crown's board of directors would
consider, and that he would discuss it with certain members of Crown's board
that evening.
On September 23, 2003, a meeting was held between Mr. Herald and Jim
Maronick, Crown's Chief Financial Officer, and Mr. Buchan concerning Kinross'
proposal of the prior day. Crown sought certain clarifications regarding the
offer and Kinross sought clarifications regarding Crown's capital structure.
Both parties agreed that they were close on the principal terms and to proceed
toward an agreement, but that further consideration on the exact terms would be
required. An additional meeting was held between Mr. Herald, Mr. Maronick, and
Mr. Penny, during which Crown provided Kinross certain additional information
regarding its capital structure.
On September 30, 2003, telephone discussions were held between Mr. Ivany
and Mr. Herald concerning the terms of the transaction, and each agreed to
consult with their respective associates to reach an agreement. Also on
September 30, 2003, AMEC was engaged to provide assistance in completing the
reserves and resources preliminary due diligence.
On October 1, 2003, telephone discussions were held between Mr. Ivany and
Mr. Herald concerning the final business terms of Kinross' offer. The parties
agreed to the principal business terms and committed to work towards the
execution of a letter of intent. Mr. Ivany informed Parr Waddoups Brown Gee &
Loveless, A Professional Corporation, Kinross' U.S. counsel, of the verbal
agreement.
During the first week of October, the parties and their lawyers
communicated several times by telephone and e-mail negotiating a letter of
intent. The parties signed the letter of intent the evening of October 8, 2003,
and publicly announced the execution of the letter of intent and the transaction
on October 9, 2003.
On November 11, 2003, Crown entered into the Echo Bay Minerals toll
milling agreement relating to the milling of ore produced at the Buckhorn
Mountain Project. See "Business of Crown--Recent Developments."
REASONS FOR THE MERGER--ADVANTAGES AND DISADVANTAGES
KINROSS
In connection with the toll milling agreement, Kinross will restart the
Kettle River mill in 2004 to process ore from the newly discovered Emanuel Creek
deposit. The merger with Crown will provide Kinross with an opportunity to more
effectively utilize the Kettle River mill.
Kinross anticipates that by combining the Kettle River and Buckhorn
Mountain Project operations, there will be increased operating efficiency
because only one management team will be required to manage the two locations.
Kinross expects the combined Buckhorn Mountain Project and Emanuel Creek
operations to produce gold
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for total cash costs and total costs per ounce less than Kinross' current
average costs per ounce resulting in the merger being accretive to earnings and
cash flow.
Kinross believes that the Buckhorn Mountain Project mineral claims have
been under explored and may conduct further exploration activities in the
future.
Acquiring Crown at this time means that Kinross will be obligated to
complete the permitting process before beginning production at the Buckhorn
Mountain Project. The permitting process has been difficult and subject to
delays beyond Crown or Kinross' control. The permitting process has involved a
large number of interested parties who opposed permitting gold production at the
Buckhorn Mountain Project. Kinross believes that by utilizing the existing
Kettle River mill and by mining using underground methods, a plan that is
acceptable to all concerned is achievable.
See "Kinross--Business of Kinross" and "Risk Factors."
CROWN
The board of directors of Crown has unanimously approved the adoption of
the merger agreement and the transactions contemplated thereby and recommends
that the transaction be approved by the Crown shareholders.
In reaching its determination, the board of directors of Crown considered
the following material factors:
o the terms and conditions of the merger agreement, including the
amount of total consideration to be paid by Kinross to the
security holders of Crown;
o the distribution of the Solitario common stock to the Crown
shareholders so that the Crown shareholders would continue to hold
an interest in Solitario;
o the difficulties that Crown had faced in obtaining financing from
other sources;
o the expectation that the merger will be treated as a tax-free
merger for United States federal income tax purposes;
o the regulatory approvals required to consummate the merger;
o the fixed nature of the consideration to be paid by Kinross to the
Crown shareholders;
o The elimination of the uncertainty relating to the time and
expense to permit and develop the Buckhorn Mountain Project;
o The limited financial resources of Crown and the need to raise
significant funds to develop the Buckhorn Mountain Project;
o The wide distribution and liquidity of Kinross common shares
including trading on the NYSE and TSX; and
o The limited market for shares of Crown's common stock which
currently trade on the OTC Bulletin Board.
The board of directors of Crown determined that the negative factors were
outweighed by the potential benefits to be gained by Crown and its shareholders
as a result of the proposed merger and concluded that the proposed merger was in
the best interests of Crown and its shareholders.
The foregoing discussion of the factors considered by the board of
directors of Crown is not intended to be complete, although it does include all
material factors considered. In view of the variety of factors considered in
connection with its evaluation of the proposed merger, the board of directors of
Crown did not find it practicable to and did not attempt to rank or assign
relative weights to the foregoing factors.
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INTERESTS OF CERTAIN INDIVIDUALS
Certain members of Crown's management and board of directors have
interests in the merger that are described below that are in addition to their
interests as Crown shareholders in general. Crown's board of directors took
these interests into account in approving and adopting the acquisition agreement
and the transactions contemplated thereby.
On June 19, 2000, Crown entered into Change in Control Severance
Agreements with (i) Mr. Mark Jones, its Vice Chairman of the Board, (ii) Mr.
Christopher Herald, its President and Chief Executive Officer, (iii) Mr. James
Maronick, its Chief Financial Officer and Vice President, Finance, (iv) Mr.
Walter Hunt, its Vice President, Operations, and (v) Ms. Debbie Mino, its
manager of investor relations. These agreements provide that if a change in
control of Crown occurs, and if their employment is terminated other than for
cause or if they resign for a good reason, they are entitled, on such date, to a
payment of two and one-half (2 1/2) times their annual salary in the case of Mr.
Jones and Mr. Herald, and one and one-half times (1 1/2) their annual salary in
the case of Mr. Maronick, Mr. Hunt and Ms. Mino. The merger constitutes a change
in control of Crown, and Kinross intends to terminate the employment of each of
these employees following the merger. Accordingly, Kinross will pay the
following to these individuals upon the date their employment is terminated,
based upon their annual salaries for the 2004 year:
Mr. Jones: $245,000
Mr. Herald: $362,500
Mr. Maronick: $150,000
Mr. Hunt: $132,000
Ms. Mino: $120,000
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STOCK OPTIONS
The acquisition agreement provides that Crown's Board of Directors will
take action as permitted under the Crown 2002 Stock Incentive Plan so that all
options to purchase Crown common stock will either be exercised or terminated
prior to the effective time of the merger. Each Crown share issued upon exercise
of an option will be treated like all other Crown shares and converted into
0.2911 of a Kinross common share upon completion of the merger. All of the
options to purchase Crown shares are exercisable at $0.40 per share. The number
of options to purchase Crown common shares held by its officers and directors,
and the number of Kinross common shares into which such options are convertible,
are as follows:
Name Options Shares of Kinross
---- ------- -----------------
Steven Webster 225,000 65,498
Christopher Harte 175,000 50,943
Christopher Herald 850,000 247,435
Mark Jones 175,000 50,943
Brian Labadie 225,000 65,498
F. Gardner Parker 200,000 58,220
Ronald Shorr 175,000 50,943
James Maronick 530,000 154,283
Walt Hunt 500,000 145,550
Debbie Mino 150,000 43,665
REGULATORY APPROVALS REQUIRED
Kinross and Crown do not believe there are any material regulatory
approvals required for the merger, other than the effectiveness of the
registration statement filed with the Commission of which this Proxy
Statement/Prospectus forms a part.
DISSENTERS' RIGHTS OF APPRAISAL
The following is a brief summary of the rights of holders of Crown common
stock to dissent from the merger and receive cash equal to the fair value of
their Crown common stock. This summary is not exhaustive, and you should read
the applicable sections of Chapter 23B.13 of the WBCA, which is attached to this
Proxy Statement/Prospectus as Appendix C.
If you are a Crown shareholder and wish to dissent from the merger, you
should carefully review the text of Appendix "B", particularly the procedural
steps required to perfect dissenters' rights, which are complex. You should also
consult your legal counsel. If you do not fully and precisely satisfy the
procedural requirements of Washington law, you may lose your dissenters' rights.
REQUIREMENTS FOR EXERCISING DISSENTERS' RIGHTS
Under Washington law, Crown shareholders have the right to dissent from
the merger and to receive payment in cash for the fair value of their shares of
Crown common stock. To preserve your statutory dissenters' rights, you must:
o deliver to Crown, before the vote on the proposal to approve the
merger agreement is taken at the special meeting, notice of your
intent to demand the fair value for your Crown common stock if the
merger is consummated and becomes effective;
o not vote your shares of Crown common stock at the special meeting
in favor of the proposal to approve the merger agreement and the
transactions contemplated by the merger agreement, including the
merger; and
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o follow the statutory procedures for perfecting dissenters' rights
under Washington law, which are described below under
"--Dissenters' Notice Procedure."
Merely voting against the merger agreement and the merger will not
preserve your dissenters' rights. Failure to precisely comply with all
procedures required by Washington law will result in the loss of your
dissenters' rights. If you do not satisfy each of the statutory requirements,
you cannot exercise dissenters' rights and you will be bound by the terms of the
merger agreement.
A shareholder of record may assert dissenters' rights as to fewer than
all of the shares registered in the shareholder's name only if he or she
dissents with respect to all shares beneficially owned by any one person and
notifies Crown in writing of the name and address of each person on whose behalf
he or she asserts dissenters' rights. The rights of the partial dissenting
shareholder are determined as if the shares as to which he or she dissents and
his or her other shares were registered in the names of different shareholders.
If your shares are not held of record in your name, you must instruct the record
owner to act on your behalf to assert your dissenters' rights. You should
contact the record holder to establish the necessary procedures sufficiently in
advance so that your dissenters' rights are not lost.
Your shares must either not be voted at the special meeting of Crown
shareholders or must be voted against the approval of the merger agreement.
Submitting a proxy card that does not direct how the shares of Crown common
stock represented by that proxy are to be voted will constitute a vote in favor
of each of the proposals being presented to Crown shareholders at the special
meeting and a waiver of your statutory dissenters' rights. In addition, voting
against the proposal to approve the merger agreement will not satisfy the notice
requirement referred to above. You must deliver notice of the intent to exercise
dissenters' rights to Crown prior to the vote being taken at the special meeting
at: James R. Maronick, 4251 Kipling Street, Suite 390, Wheat Ridge, Colorado
80033.
DISSENTERS' NOTICE PROCEDURE
Within ten days after the effective date of the proposed merger, Crown
will deliver a notice to all shareholders who have properly given notice under
the dissenters' rights provisions and have not voted in favor of the merger
agreement as described above. The notice will contain:
o the address where the demand for payment and certificates
representing shares of Crown common stock must be sent and the
date by which they must be received;
o any restrictions on transfer of uncertificated shares that will
apply after the demand for payment is received;
o a form for demanding payment that states the date of the first
announcement to the news media or to shareholders of the proposed
transactions (October 9, 2003) and requires certification of the
date the shareholder, or the beneficial owner on whose behalf the
shareholder dissents, acquired the Crown common stock or an
interest in it;
o a date by which Crown must receive the payment demand; and
o a copy of Chapter 23B-13 of the WBCA.
PAYMENT PROCEDURE
If you wish to assert dissenters' rights, you must demand payment,
certify that you acquired the Crown shares before October 9, 2003, and deposit
your Crown certificates within 30 days after the notice is given. If you fail to
make demand for payment and deposit your Crown certificates within the 30-day
period, you will lose the right to receive fair value for your shares under the
dissenters' rights provisions, even if you delivered a timely notice of intent
to demand payment.
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Except as provided below, within 30 days of the later of the effective
date of the merger or Crown's receipt of a valid demand for payment, Crown will
remit to each dissenting shareholder who complied with the requirements of
Washington law the amount Crown estimates to be the fair value of the
shareholder's Crown common stock, plus accrued interest.
Crown will include the following information with the payment:
o financial data relating to Crown, including Crown's balance sheet,
income statement and statement of changes in shareholder's equity
for its last fiscal year and its latest available financial
statements;
o Crown's estimate of the fair value of the shares and a brief
description of the methods used to reach those estimates;
o an explanation of how the interest was calculated;
o a statement of the dissenter's right to demand further payment
under Chapter 23B.13.280 of the WBCA if they are dissatisfied with
the estimate of the fair value of the shares determined by Crown;
and
o a copy of Chapter 23B.13 of the WBCA.
For a dissenting shareholder who was not the beneficial owner of the
shares of Crown common stock before October 8, 2003, Crown may withhold payment
and instead send a statement setting forth its estimate of the fair value of the
shares and offering to pay such amount, with interest, as a final settlement of
the dissenting shareholder's demand for payment. Crown will also include in such
statement an explanation of how it estimated the fair value of the shares and
calculated the interest, and a statement of the dissenter's right to demand
payment under Chapter 23B.13.280 of the WBCA if they are dissatisfied with the
estimate of the fair value of the shares determined by Crown.
PAYMENT DISPUTES
If you are dissatisfied with your payment or offer, you may, within 30
days of the payment or offer of payment, notify Crown and demand payment of your
estimate of the fair value of your shares and the amount of interest due. If any
dissenting shareholder's demand for payment is not settled within 60 days after
receipt by Crown of the payment demand, Crown must commence a proceeding in King
County Superior Court and petition the court to determine the fair value of the
shares and accrued interest, naming all the dissenting shareholders whose
demands remain unsettled as parties to the proceeding. If Crown does not
commence the proceeding within the 60-day period, it will pay each dissenter
whose demand remains unsettled the amount demanded.
The court may appoint one or more appraisers to receive evidence and make
recommendations to the court as to the amount of the fair value of the shares.
The fair value of the shares as determined by the court is binding on all
dissenting shareholders and may be less than, equal to, or greater than the
value of the merger consideration to be issued to non-dissenting shareholders
for shares of their Crown common stock under the terms of the merger agreement
if the merger is consummated. The dissenters have the same discovery rights as
parties in other civil proceedings. If the court determines that the fair value
of the shares is in excess of any amount remitted by Crown, then the court will
enter a judgment for cash in favor of the dissenting shareholders in an amount
by which the value determined by the court, plus interest, exceeds the amount
previously remitted. For dissenting shareholders who were not the beneficial
owners of their shares of Crown common stock before October 8, 2003, and for
which Crown withheld payment pursuant to Chapter 23B.13.270 of the WBCA, the
court may enter judgment for the fair value, plus accrued interest, of the
dissenting shareholders after acquired shares.
The court will determine the costs and expenses of the court proceeding
and assess them against Crown, except that the court may assess part or all of
the costs against any dissenting shareholders whose actions in demanding payment
are found by the court to be arbitrary, vexatious or not in good faith. If the
court finds that Crown did not substantially comply with the relevant statutory
provisions, the court may also assess against Crown
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any fees and expenses of attorneys or experts that the court deems equitable.
The court may also assess those fees and expenses against any party if the court
finds that the party has acted arbitrarily, vexatiously or not in good faith in
bringing the proceedings. The court may award, in its discretion, fees and
expenses of an attorney for the dissenting shareholders out of the amount
awarded to the shareholders, if it finds the services of the attorney were of
substantial benefit to the other dissenting shareholders and that those fees
should not be assessed against Crown.
FAIR VALUE
For purposes of Washington law, "fair value" means the value of Crown
common stock immediately before the effective time of the merger, excluding any
appreciation or depreciation in anticipation of the merger, unless that
exclusion would be inequitable. A Crown shareholder has no right, at law or in
equity, to set aside the approval of the merger or the consummation of the
merger except if the approval or consummation fails to comply with the
procedural requirements of Chapter 23B.13 of the WBCA, Crown's articles of
incorporation or Crown's bylaws, or was fraudulent with respect to that
shareholder or Crown.
ACCOUNTING FOR THE MERGER
The merger will be accounted for by Kinross using the purchase method of
accounting in accordance with both Section 1581, "Business Combinations," of the
CICA Handbook, for purposes of Canadian generally accepted accounting
principals, and SFAS 141, "Business Combinations," for purposes of United States
generally accepted accounting principles. Pursuant to the purchase method of
accounting under both Canadian and United States generally accepted accounting
principles, the Crown assets acquired, other potential intangible assets
identified, and liabilities assumed will be recorded at their fair market values
as of the effective date of the merger. The excess of the purchase price over
such fair value will be recorded as goodwill. In accordance with Section 3062,
"Goodwill and Other Intangible Assets," of the CICA Handbook, for purposes of
Canadian generally accepted accounting principles, and SFAS 142, "Goodwill and
Other Intangible Assets," for purposes of United States generally accepted
accounting principles, goodwill will be assigned to specific reporting units and
will not be amortized. Goodwill is subject to a determination of fair value and
will be reviewed for possible impairment at least annually or more frequently
upon the occurrence of certain events or when circumstances indicate that a
reporting unit's carrying value, including the goodwill which was allocated to
it, is greater than its fair value.
DELIVERY OF CERTIFICATES FOR KINROSS COMMON SHARES
It is anticipated that certificates for the Kinross common shares will be
available to exchange for the Crown common stock within two business days
following the completion of the merger. A properly completed letter of
transmittal, together with the certificates representing shares of Crown common
stock to be exchanged, must be delivered to the exchange agent prior to the
issuance of certificates representing the Kinross common shares. Shareholders of
record will receive a letter of transmittal from the exchange agent subsequent
to the merger with specific instructions regarding the delivery of existing
certificates in exchange for the issuance of new certificates. The exchange
agent can be contacted at Computershare Trust Company of New York, telephone
(____) ----------.
Certificates for Crown common stock that are not exchanged shall only
represent the right to receive Kinross common shares subsequent to the merger.
PAYMENT IN LIEU OF ISSUING FRACTIONAL SHARES
No fractional shares will be issued by Kinross in connection with the
merger. In lieu thereof, a shareholder otherwise entitled to receive a
fractional share shall be paid the value of such fractional share in cash, based
on the closing sales price, rounded to the nearest cent, for Kinross common
shares as reported by the NYSE for the ten trading days ended the third business
day prior to the closing date.
EXPENSES OF THE MERGER
Kinross and Crown will each bear its own expenses incurred in connection
with effecting the merger and the preparation of the Proxy Statement/Prospectus.
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RESTRICTIONS ON TRANSFER OF KINROSS COMMON SHARES
UNITED STATES
The Kinross common shares to be issued in the merger will be issued
pursuant to the registration statement, of which this Proxy Statement/Prospectus
forms a part, filed under the Securities Act. Notwithstanding such registration,
several persons receiving shares of common stock will be subject to restrictions
on the resale of such securities.
The sale of shares issued to affiliates of Crown will be subject to
restrictions on transfer under Rule 145 promulgated pursuant to the Securities
Act. In general, under Rule 145, sales of securities are permitted only (a)
after Kinross has been subject to the reporting requirements of the Exchange Act
and has filed all required reports thereunder for a period of at least 90 days
preceding the sale, and (b) if the sales are made in compliance with the
limitations on volume and manner of sale contained in rule 144. Kinross is, and
has been for in excess of 90 days, subject to the reporting requirements, so
that Rule 145 would be available immediately upon consummation of the merger,
subject to the limitations on volume and manner of sale. Alternatively, common
stock may be sold by Crown shareholders subject to the rule without compliance
with such limitations on volume and manner of sale if the holder, at the time of
sale, (a) is not, and has not been for at least three months, an affiliate of
either Kinross, Crown, or Kinross, and has held the securities for at least 2
years; or (b) is not an affiliate of the combined company and has held the
securities for at least 1 year, and for the preceding 12 months Kinross has
filed all required reports under the Exchange Act.
CANADA
Kinross common shares issued in connection with the merger will be
distributed in reliance on exemptions from the registration and prospectus
requirements of Canadian securities laws, subject to regulatory approval in the
case of Quebec, and will be freely tradeable in or into all provinces of Canada
through appropriately registered dealers provided the following conditions are
met at the time of such transaction:
o at the time of the trade, Kinross has been a reporting issuer
(which Kinross is) for at least 4 months (12 months in the case of
Quebec);
o the selling shareholder does not hold (alone or in combination
with others) more than 20% of the outstanding voting securities of
Kinross and does not otherwise hold a sufficient number of any
securities of Kinross to affect materially the control of Kinross;
o if the selling shareholder is an insider or officer of Kinross,
the selling shareholder has no reasonable grounds to believe that
Kinross is in default of any requirements under applicable
Canadian securities laws;
o certain disclosures are made to the applicable Canadian securities
authorities (which Kinross will make promptly following the
effective date of the merger);
o no unusual effort is made to prepare the market or create a demand
for the Kinross common shares; and
o no extraordinary commission or consideration is paid in respect of
the transaction in the Kinross common shares.
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AGREEMENTS RELATING TO THE MERGER
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THE MERGER AGREEMENT
The following is a description of the material provisions of the merger
agreement, a copy of which is attached to this proxy statement/ prospectus as
Annex A. While Kinross and Crown believe this description covers the material
terms of the merger agreement, it may not contain all the information that is
important to you and is qualified in its entirety by reference to the merger
agreement. You are urged to read the merger agreement carefully and in its
entirety.
STRUCTURE OF THE MERGER
The merger agreement provides for the acquisition of Crown by Kinross
through the merger of Crown Merger into Crown. As a result of the merger, Crown
Merger will cease to exist and Crown will be the surviving corporation. Shares
of Crown Merger's outstanding common stock, which are held by Kinross, will be
converted in the merger into preferred stock of Crown with a fair market value
and redemption amount equal to the value of the shares of Crown Merger common
stock converted, and will remain outstanding following the merger.
EFFECTIVE TIME AND TIMING OF CLOSING
The closing of the merger will take place no later than the third
business day after satisfaction or waiver of the conditions to the merger set
forth in the merger agreement (see "Conditions to the Merger" below), unless
Kinross, Crown and Crown Merger agree to another time or date. Crown will file
articles of merger with the Washington Secretary of State at the closing. The
merger will be effective at the time that the articles of merger are filed,
unless a later date is specified in the articles of merger and agreed to in
writing by Kinross, Crown and Crown Merger.
CONSIDERATION TO BE RECEIVED IN THE MERGER
At the effective time of the merger, Crown shareholders (other than
shareholders exercising rights of appraisal under Washington law) will have the
right, with respect to each of their shares of Crown common stock, to receive
0.2911 of a Kinross common share. Kinross will not issue any fractional Kinross
common shares to holders of Crown common stock in connection with the merger.
Instead, Kinross will pay in cash an amount equal to the product of the
fractional part of a Kinross common share each such holder would otherwise be
entitled to receive (taking into account all Crown common stock delivered by
such holder) multiplied by the closing price of one Kinross common share on the
NYSE Composite Tape (as reported by The Wall Street Journal or, if not reported
by The Wall Street Journal, some other authoritative source) for the ten
consecutive trading days ending on the third trading day immediately preceding
the effective time of the merger.
EXCHANGE OF CERTIFICATES REPRESENTING CROWN COMMON STOCK
Kinross will appoint an exchange agent who will exchange certificates
representing shares of Crown common stock outstanding as of the effective time
of the merger for certificates representing Kinross common shares and any cash
issuable in lieu of fractional shares.
As soon as reasonably practicable after the effective time of the merger,
Kinross will cause the exchange agent to mail to each holder of record of a
certificate representing shares of Crown common stock outstanding as of the
effective time of the merger, a letter of transmittal which the holder must
properly complete and deliver to the exchange agent along with the holder's
certificate or certificates for Crown common stock, and instructions for
effecting surrender of the certificate. The letter of transmittal will specify
that the exchange agent will deliver the certificate representing Kinross common
shares, and risk of loss and title to the certificate representing Crown
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common stock will pass, only upon delivery of the certificate to the exchange
agent and will be in a form and have other provisions that Kinross will
reasonably specify.
Until each certificate representing Crown common stock is surrendered
(except for certificates representing shares with respect to which appraisal
rights have been validly exercised) it will be deemed from and after the
effective time of the merger, for all corporate purposes, to evidence the
Kinross common shares into which the shares of Crown common stock represented by
the certificate have been converted in connection with the merger and the
payment of cash for fractional shares. Certificates representing shares of Crown
common stock with respect to which a Crown shareholder has validly exercised
appraisal rights will represent the right to pursue any appraisal rights that
the holder may have.
After the surrender of a certificate representing Crown common stock to
the exchange agent, together with a duly executed and completed letter of
transmittal and all other documents and other materials required by the exchange
agent, the holder of the certificate will be entitled to receive a certificate
representing the Kinross common shares into which the Crown common stock
represented by the certificate have been converted in connection with the
merger, excluding fractional shares, and payment of cash for fractional shares.
DISTRIBUTION OF SOLITARIO COMMON STOCK
The merger agreement contemplates that all or some portion of the common
stock of Solitario held by Crown may be distributed prior to the effective time
of the merger. Crown has agreed to use its commercially reasonable efforts to
cause Solitario to make all filings and obtain all regulatory approvals required
by the Securities Act, the Exchange Act, Canadian securities laws and rules of
the TSX in connection with the distribution by Crown of the Solitario Common
Stock to the shareholders of Crown and to reasonably cooperate in providing all
information to Solitario necessary to complete such filings.
TREATMENT OF CROWN STOCK OPTIONS
The merger agreement provides that the Crown Board of Directors will take
action as permitted under the Crown 2002 Stock Incentive Plan so that all
options to purchase Crown common stock will either be exercised or terminated
prior to the effective time of the merger.
TREATMENT OF CROWN WARRANTS
If the holder of any unexercised warrant to purchase shares of Crown
common stock elect, the warrant will be exchanged for 0.2911 of a Kinross common
share for each share of Crown common stock that would have been issued on
exercise of the warrant immediately prior to the effective time of the merger on
a cashless basis. If the holder does not make the foregoing election, the
warrant will represent the right to acquire Kinross common shares in accordance
with the terms and conditions of the warrant as amended pursuant to the merger
agreement.
REPRESENTATIONS AND WARRANTIES
In the merger agreement, Kinross and Crown Merger, on the one hand, and
Crown, on the other, have made various representations and warranties relating
to, among other things, their respective organization, capital structure,
business and financial condition, the completeness and accuracy of filings made
with the SEC, and the satisfaction of certain legal requirements for the merger.
The representations and warranties of each of the parties to the merger
agreement will expire upon consummation of the merger. The representations and
warranties of Kinross and Crown Merger, on the one hand, and Crown, on the
other, are set forth in Articles III and IV, respectively, of the merger
agreement.
The merger agreement provides that these representations and warranties
of Crown, Kinross and Crown Merger will not survive, or continue in effect,
after the closing date of the merger.
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CONDUCT OF BUSINESS PENDING THE MERGER
Crown has agreed that, until the closing of the merger or the termination
of the merger agreement, unless Kinross otherwise agrees in writing or as
otherwise contemplated by the merger agreement, Crown will cause its business
and the business of its subsidiaries to be conducted only in the ordinary course
of business or as reasonably necessary to consummate the transactions
contemplated by the merger agreement and will otherwise not engage in certain
activities, including certain significant business or financing transactions or
changes in corporate structure. The specific restrictions on the conduct of
Crown's business are listed in Article V of the merger agreement.
OFFERS FOR ALTERNATIVE TRANSACTIONS
The merger agreement provides that, until the earlier of the effective
time of the merger or the termination of the merger agreement, Crown will not,
and will not agree to:
o enter into any transaction with any party other than Kinross
relative to an alternative transaction (including a merger or
consolidation or any other business combination or any disposition
of Crown's assets or any interest in its business, its capital
stock or any part thereof or a transaction comparable or similar
to the merger with Kinross or that would prevent or materially
impede the merger),
o solicit or encourage submission of inquiries, proposals or offers
from any other party relative to an alternative transaction;
o except in the ordinary course of business or as required by law,
regulation, or court order or by agreements existing at the date
of the merger agreement, provide information to any other person
regarding Crown or any of its subsidiaries (other than Solitario);
or
o conduct any discussions or negotiations regarding, or enter into
any agreement, arrangement or understanding regarding, or approve,
recommend or propose publicly to approve or recommend, an
alternative transaction.
Crown agreed to cease and cause to be terminated any existing discussions
or negotiations with any person (other than Kinross) conducted prior to the date
of the merger agreement with respect to any alternative transaction. Crown also
agreed not to release any third party from the confidentiality and standstill
provisions of any agreement to which Crown is a party, other than agreements
with Crown's customers and suppliers entered into in the ordinary course of
business.
The merger agreement further provides that Crown will promptly notify
Kinross if Crown receives any offer, inquiry or proposal or enters into any
discussions, including without limitation, the terms and conditions of any
alternative transaction and the identity of the potential acquirer relating to
an alternative transaction and the details of the foregoing. Crown has agreed to
keep Kinross fully informed on an ongoing basis with respect to each offer,
inquiry, proposal or discussions with any person relating to an alternative
transaction. Crown will provide Kinross with copies of all offers, inquiries or
proposals relating to an alternative transaction that are in writing and all
written materials and correspondence relating to those as soon as practicable
after Crown receives them.
Crown has agreed that neither it nor its Board of Directors will enter
into any agreement with respect to, or otherwise approve or recommend, any
alternative transaction, unless it has provided Kinross with the details of the
alternative transaction (including a copy of all written agreements,
correspondence and other documents relating thereto) and a reasonable period of
time (which shall not be less than two business days) during which Kinross may
propose changes to the transaction provided for by the merger agreement. The
merger agreement provides that Crown may not furnish any of its non-public
information to a potential party to a proposal superior to that of Kinross
unless Crown has previously furnished or provided access to, or promptly
thereafter furnishes or provides access to, such information to Kinross.
210
In response to an unsolicited offer, inquiry or proposal from any person
with respect to an alternative transaction, however, if the alternative
transaction is a proposal superior to the transaction with Kinross, Crown (and
its directors, officers, agents, representatives, affiliates, shareholders and
other persons acting on its behalf) may
o participate in discussions or negotiations with, review
information from, any third party that has made the offer, inquiry
or proposal relative to an alternative transaction;
o subject to Crown providing Kinross with notice and an opportunity
to propose changes to the offer, furnish non-public information to
any third party that has made the offer, inquiry or proposal
relative to an alternative transaction;
o approve or accept an unsolicited alternative transaction; and
o make or authorize any statement, recommendation or solicitation in
support of an unsolicited alternative transaction.
An alternative transaction is a superior proposal if Crown's Board of
Directors determines in good faith that:
o with regard to participation in discussion or providing non-public
information, the alternative transaction proposal is or is
reasonably likely to be or become, or with regard to approving,
accepting or recommending an alternative transaction, the
alternative transaction proposal is more favorable to Crown and
its shareholders than the transactions contemplated by the merger
agreement; and
o following consultation with outside legal counsel, that the
failure to participate in discussions or negotiations, review such
information or furnish such information regarding, or approve or
accept, the alternative transaction would violate the fiduciary
duties under applicable law.
Crown has agreed that it will, prior to providing information or
participating in discussions relating to an alternative transaction, advise
Kinross that Crown will do so.
Even if Crown's board of directors changes or withdraws its
recommendation, the merger agreement requires Crown to take all action under law
necessary to provide notice of and hold the special meeting of shareholders to
seek approval of the merger.
CONDITIONS TO THE PARTIES' OBLIGATIONS TO CLOSE THE MERGER
The obligations of Crown, Kinross and Crown Merger to complete the merger
depend upon the satisfaction or waiver of a number of conditions, including the
following:
o the effectiveness of the registration statement that includes this
proxy statement/prospectus and the receipt of all other
authorizations necessary under applicable securities laws to
consummate the transactions contemplated by the merger agreement;
o the adoption and approval of the merger agreement, the merger and
all other transactions contemplated by the merger agreement by
Crown's shareholders holding at least 66 2/3% of Crown's
outstanding common stock;
o the absence of any law or any preliminary or permanent injunction
or other order by any federal, state or foreign court having
appropriate jurisdiction prohibiting, restraining, enjoining,
restricting or preventing consummation of the merger having been
issued and continuing in effect;
o the absence of any litigation instigated which seeks to prohibit,
restrain, enjoin, or restrict the consummation of the merger; and
211
o the receipt and continuing effectiveness of all approvals,
consents, or authorizations of any governmental entity or other
regulatory body having jurisdiction over the matter, including,
but not limited to, the NYSE and the TSX, so long as neither Crown
nor Kinross have received written notice from any governmental
entity or regulatory body that it is conducting any review or
investigation to determine whether any approval, consent, or
authorization should be withdrawn or materially modified.
The obligation of Crown to complete the merger also depends on the
satisfaction or waiver of, among others, the following additional conditions
(any of which may be waived by Crown):
o The truthfulness and correctness, as of the closing date, of the
representations and warranties of Kinross and Crown Merger in the
merger agreement and Crown's receipt of a certificate of the
President and the Chief Financial Officer of Kinross, dated the
closing date, to that effect;
o Kinross and Crown Merger's performance of or compliance with, in
all material respects, all agreements and covenants required by
the merger agreement to be performed or complied with by them on
or prior to the closing date and Crown's receipt of a certificate
of the President and the Chief Financial Officer of Kinross and
Crown Merger, dated the closing date, to that effect;
o The absence of any change, occurrence, or circumstance, since the
date of the merger agreement, in the current or future business,
assets, liabilities, financial condition, or results of operations
of Kinross and its consolidated subsidiaries having, or reasonably
likely to have, individually or in the aggregate, a material
adverse effect on Kinross, viewed on a consolidated basis;
o Crown's receipt of the written opinion of Parr Waddoups Brown Gee
& Loveless, counsel to Kinross, dated the closing date, to the
effect that: (a) the merger will constitute a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code;
(b) Kinross, Crown Merger, and Crown will constitute parties to
the reorganization within the meaning of Section 368(b) of the
Internal Revenue Code; and (c) for United States federal income
tax purposes no gain or loss will be recognized by the holders of
Crown common stock or outstanding warrants to purchase Crown
common stock upon receipt of Kinross common shares in the merger
in exchange for the Crown common stock or the warrants, except for
any cash received in lieu of a fractional share interest in the
Kinross common shares; and (d) Crown shareholders will not
recognize taxable gain under Section 367(a) of the Internal
Revenue Code as a result of the merger; and the opinion shall not
have been withdrawn or modified;
o Kinross obtaining any consents from third parties necessary to
consummate the transactions contemplated hereby without material
adverse effect on the business or financial condition of Kinross;
and
The obligation of Kinross and Crown Merger to complete the merger also
depends on the satisfaction or waiver of the following additional conditions
(any of which may be waived by Kinross):
o The truthfulness and correctness, as of the closing date, of the
representations and warranties of Crown in the merger agreement
and Kinross' receipt of a certificate of the President and the
Chief Financial Officer of Crown, dated the closing date, to that
effect;
o Crown's performance of or compliance with, in all material
respects, all agreements and covenants required by the merger
agreement to be performed or complied with by it on or prior to
the closing date and Kinross' receipt of a certificate of the
President and the Chief Financial Officer of Crown, dated the
closing date, to that effect;
212
o The absence of any change, occurrence, or circumstance, since the
date of the merger agreement, in the current or future business,
assets, liabilities, financial condition, or results of operations
of Crown and its consolidated subsidiaries having, or reasonably
likely to have, individually or in the aggregate, a material
adverse effect on the business, properties or prospects of Crown;
o The number of shares of Crown common stock for which valid notices
of the intent to exercise shareholder appraisal rights have been
provided and remain outstanding immediately prior to the
effectiveness of the merger not exceeding 5% of the issued and
outstanding Crown common stock immediately prior to the effective
time of the merger;
o Completion of the distribution of the Solitario common stock to
the shareholders of Crown, if any, in accordance with applicable
United States and Canadian securities and corporate laws in a
method reasonably satisfactory to Kinross;
o Crown obtaining consents from third parties necessary to
consummate the transactions contemplated hereby without material
adverse effect on the business or financial condition of Crown;
o Conversion or redemption of all of Crown's convertible notes prior
to the effective time of the merger; and
o Exercise or termination of all options to purchase Crown common
stock prior to the effective time of the merger.
TERMINATION AND EFFECTS OF TERMINATION
The merger agreement may be terminated, and the merger may be abandoned,
at any time before Kinross and Crown complete the merger, under the following
circumstances:
o by mutual written consent of Kinross and Crown;
o By either Kinross or Crown, if:
o the merger has not occurred by June 30, 2004, provided that
the party seeking to terminate the merger agreement for
this reason has not breached in any material respect its
obligations under the merger agreement in any manner that
has contributed to the failure of the consummation of the
merger on or before the such date;
o the existence of any law that prohibits or makes the
consummation of the merger illegal, or the entry of an
order, decree, ruling, judgment or injunction by a
governmental entity of competent jurisdiction permanently
restraining, enjoining or otherwise prohibiting the merger
and such order, decree, ruling, judgment or injunction has
become final and non-appealable;
o approval of the Crown shareholders has not been obtained at
the Crown special meeting (including any adjournment or
postponement thereof), if required by applicable law,
unless the failure to obtain the approval is the result of
a material breach of merger agreement by the party seeking
to terminate the merger agreement; or
o Crown's board of directors has withdrawn its recommendation
or has recommended or entered into a definitive agreement
with respect to a superior proposal.
o By Crown, if:
o the representations and warranties of Kinross and Crown
Merger in the merger agreement fail to be true and correct
in any material respect (or if the representation or
warranty already is qualified as
213
to materiality, shall fail to be true and correct as so
qualified) either (x) as of the date referred to in any
representation or warranty that addresses matters as of a
particular date or (y) as to all other representations and
warranties, as of the date of determination and the failure
cannot be or has not been cured in all material respects
within ten days after Crown's written notice thereof to
Kinross or Crown Merger; or
o Kinross or Crown Merger materially breaches or materially
fails to perform its covenants and other agreements
contained herein; provided that, in each of the foregoing
clauses and the breach or failure cannot be or has not been
cured in all material respects within ten days after
Crown's written notice thereof to Kinross or Crown Merger.
o By Kinross and Crown Merger, if:
o the representations and warranties of Crown in the merger
agreement fail to be true and correct in any material
respect (or if the representation or warranty already is
qualified as to materiality, shall fail to be true and
correct as so qualified) either (1) as of the date referred
to in any representation or warranty that addresses matters
as of a particular date or (2) as to all other
representations and warranties, as of the date of
determination and the failure cannot be or has not been
cured in all material respects within ten days after
Kinross' written notice thereof to Crown; or
o Crown materially breaches or materially fails to perform
its covenants and other agreements contained herein;
provided that, in each of the foregoing clauses and the
breach or failure cannot be or has not been cured in all
material respects within ten days after Kinross' written
notice thereof to Crown.
If the merger agreement is terminated, all rights and obligations of
Kinross, Crown and Crown Merger under the merger agreement will terminate
without any liability of any party to any other party. However, termination of
the merger agreement will not relieve any party from liability for breach of the
merger agreement. In addition, the provisions of the agreement relating to
termination, fees and expenses (including the termination fees), confidentiality
and certain miscellaneous provisions will survive termination of the merger
agreement.
EXPENSES
Generally, all fees and expenses incurred by either party will be paid by
the party incurring the expenses, whether the merger is consummated or not. If
Crown does not complete the merger as a result of entering into any agreement
resulting from a superior proposal within six months of the date of the merger
agreement, then Crown has agreed (1) to pay to Kinross a fee of U.S. $2.0
million, and (2) reimburse Kinross for its documented, reasonable third-party,
out-of-pocket expenses in connection with the merger agreement.
ADDITIONAL AGREEMENTS
Kinross and Crown have agreed in the merger agreement to use commercially
reasonable efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary, proper or advisable on its part, to
consummate and make effective the transactions contemplated by the merger
agreement at the earliest practicable date.
Crown has also agreed in the merger agreement
o to use its commercially reasonable efforts to amend or redeem its
outstanding convertible notes so that, in any event, all of its
outstanding convertible notes are redeemed or are converted into
Crown common stock prior to the effective time of the merger; and
o to provide Kinross and its representatives with full access during
normal business hours to Crown's facilities, personnel and
records.
214
Kinross has also agreed in the merger agreement that the surviving
corporation in the merger and Kinross will assume and be jointly and severally
liable for all obligations of Crown under the indemnification provisions in
Crown's articles of incorporation and bylaws for any "proceeding" (as defined in
Crown's bylaws) that arises with respect to the former officers and directors of
Crown within six (6) years after the effective time of the merger.
AMENDMENT
The merger agreement provides that the parties may amend the merger
agreement in writing at any time prior to the effective time of the merger. In
the event the parties amend the merger agreement following approval of the
agreement by the Crown shareholders, Crown may need to obtain further
shareholder approval of those amendments.
WAIVER
Either party may waive any failure of the other party to comply with any
provision of the merger agreement. Any waiver must be in writing and must be
signed by the party giving the waiver.
THE STOCKHOLDER AND VOTING AGREEMENT
The following summary of the stockholder and voting agreement is
qualified by reference to the complete text of the stockholder and voting
agreement, the form of which is attached as Annex B to this Proxy
Statement/Prospectus. You are encouraged to read the form of stockholder and
voting agreement in its entirety.
On November 20, 2003, as a condition and an inducement to Kinross'
willingness to enter into the merger agreement, several directors and officers
of Crown and certain significant shareholders of Crown entered into a
stockholder and voting agreement with Kinross under which they agreed, among
other things, to vote or cause the vote of all of the shares of Crown common
stock owned by them, as set forth in the stockholder and voting agreement, as
well as any shares of Crown common stock acquired by them (i) in favor of the
adoption and approval of the merger, and (ii) against any proposal to acquire
the stock or assets of Crown made by any person or group other than Kinross and
any other action that is intended or could reasonably be expected to impede,
interfere with, delay or materially and adversely affect the contemplated
economic benefits to Kinross of any of the transactions contemplated by the
merger agreement or any of the other transactions contemplated by the
stockholder and voting agreement. The stockholder and voting agreement expires
on the earlier of the effective time of the merger or the termination of the
merger agreement in accordance with its terms.
Each shareholder that is a party to the stockholder and voting agreement
has appointed Kinross and its designees, individually, as the shareholder's
proxy to vote or act by written consent with respect to the shareholder's shares
of Crown common stock in the manner described above. The shareholder also
revoked all prior proxies granted with respect to the shareholders shares.
Each shareholder also agreed generally not to grant any proxies or
transfer his or its shares of Crown common stock during the term of the
stockholder and voting agreement. The Crown shareholders who entered into the
and voting agreement did not receive any additional consideration for entering
into the stockholder and voting agreement.
The following shareholders of Crown entered into the stockholder and
voting agreement: Zoloto Investors, LP, a Delaware limited partnership,
Solitario, Christopher E. Herald, Mark E. Jones, III, Brian Labadie, James R.
Maronick, and Steven A. Webster. As of December 9, 2003 1,924,958 shares of
Crown common stock were subject to the stockholder and voting agreement,
representing approximately 9.4% of the outstanding shares of Crown common stock
as of that date. Assuming conversion of all outstanding Crown convertible debt
and the exercise of all outstanding warrants on a cash basis, these shareholders
would collectively hold 19,467,816 shares of Crown common stock, or
approximately 39.2% of the Crown shares outstanding on a fully diluted basis.
215
THE DISTRIBUTION AGREEMENT
The following summary of the distribution agreement is qualified by
reference to the complete text of the distribution agreement, the form of which
is attached as Annex C to this proxy statement/prospectus. You are encouraged to
read the form of distribution agreement in its entirety.
On November 20, 2003, Solitario and Crown entered into a distribution
agreement with Kinross under which Solitario agreed, among other things, to file
a registration statement under the Exchange Act with the Securities and Exchange
Commission and all other necessary filings under applicable federal, state and
provincial laws of the United States and Canada to permit the distribution of
Solitario common stock by Crown to the Crown shareholders in accordance with
applicable law. Solitario further agreed to work in good faith and use its best
efforts to obtain the effectiveness of the registration statement and other
filings. Kinross and Crown agreed to cooperate in providing information required
to permit Solitario prepare the registration statement and other filings.
Each of the parties agreed to bear its own expenses in performing their
obligations under the distribution agreement. Solitario agreed to indemnify
Crown and Kinross for certain untrue statements or omissions of material facts
in the registration statement, blue sky filings or other filings and for
violations of applicable securities laws. Crown and Kinross agreed to indemnify
Solitario for untrue statements in the registration statement to the extent the
statements were provided by Crown or Kinross.
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DESCRIPTION OF SECURITIES
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KINROSS PREFERRED SHARES
DIVIDENDS
Holders of Kinross preferred shares are entitled to receive fixed
cumulative preferential cash dividends as and when declared by the board of
directors of Kinross at an annual rate of CDN $0.80 per share payable in equal
quarterly installments on the first day of January, April, July, and October in
each year.
CONVERSION
Holders of Kinross preferred shares are entitled at any time to convert
all or any part of the Kinross preferred shares into Kinross common shares on
the basis of 2.7518 Kinross common shares for each Kinross preferred share so
converted, subject to usual anti-dilution adjustments.
REDEMPTION; PUT RIGHT
Kinross may at any time redeem all or any part of the Kinross preferred
shares at a price of CDN $10 per share, together with an amount equal to all
dividends accrued and unpaid thereon, whether or not declared, to and including
the date of redemption (collectively the "Redemption Price"). The holders of
Kinross preferred shares are entitled to require Kinross to redeem all or any
part of their Kinross preferred shares at any time at a price equal to the
Redemption Price.
OTHER PAYMENTS
So long as any Kinross preferred shares are outstanding, Kinross is not
permitted, without the approval of the holders of the Kinross preferred shares,
to declare or pay dividends on, or redeem, purchase for cancellation or
otherwise retire shares of Kinross ranking junior to the Kinross preferred
shares unless all dividends on the Kinross preferred shares have been paid and,
after giving effect to such payment, Kinross would still be in a legal position
to redeem all of the Kinross preferred shares then outstanding prior to any
payment being made to any security ranking junior to the Kinross preferred
shares.
VOTING RIGHTS
The holders of Kinross preferred shares are not entitled (except as
required by law) to receive notice of or to attend or vote at any meeting of
shareholders of Kinross.
LIQUIDATION PREFERENCE
In the event of the liquidation, dissolution, or winding-up of Kinross,
holders of Kinross preferred shares will have preference over holders of Kinross
common shares and will be entitled to receive an amount equal to the Redemption
Price for each Kinross preferred share held by them.
KINAM CONVERTIBLE PREFERRED SHARES
The convertible preferred shares of Kinam Gold Inc. comprise 1,840,000
shares of $3.75 Series B convertible preferred stock. A summary of the terms and
provisions of the Kinam preferred shares is set forth below. A subsidiary of
Kinross has acquired 1,632,717 of the issued and outstanding Kinam preferred
shares, representing approximately 88.7% of the outstanding number of such
shares.
217
DIVIDENDS
Annual cumulative dividends of $3.75 per Kinam preferred share are
payable quarterly on each February 15, May 15, August 15, and November 15, as
and if declared by Kinam's board of directors. No dividends were paid on the
Kinam preferred shares during 2001. Due to low gold prices and reduced cash flow
from Kinam operations, dividend payments on these shares were suspended in
August 2000 and continue to remain suspended.
CONVERSION
The Kinam preferred shares are convertible into Kinross common shares at
a conversion price of $30.92 per share (equivalent to a conversion rate of
1.6171 Kinross common shares for each preferred share), subject to adjustment in
certain events.
REDEMPTION
The Kinam preferred shares are redeemable at the option of Kinross at any
time on or after August 15, 1997, in whole or in part, for cash initially at a
redemption price of $52.625 per share declining rateably annually to $50.00 per
share on or after August 15, 2004, plus accrued and unpaid dividends.
VOTING RIGHTS
The holders of Kinam preferred shares are not entitled to receive notice
of or to attend or vote at any meeting of shareholders of Kinross. The holders
of Kinam preferred shares are entitled to one vote per share at meetings of the
shareholders of Kinam Gold Inc.
WARRANTS
As a result of the unit offering of Kinross, which closed on December 5,
2002, 25,000,000 common shares 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 exercise price and the number of
Kinross common shares issuable upon exercise are both subject to adjustment as
provided for in the indenture governing the warrants. The warrants will expire
and become null and void after 5:00 p.m. (eastern standard time) on December 2,
2007.
KINROSS COMMON SHARES
There are no limitations contained in the articles or bylaws of Kinross
on the ability of a person who is not a Canadian resident to hold Kinross common
shares or exercise the voting rights associated with Kinross common shares.
DIVIDENDS
Holders of Kinross common shares are entitled to receive dividends when,
as and if declared by the board of directors of Kinross out of funds legally
available therefor, provided that if any Kinross preferred shares or any other
preferred shares are at the time outstanding, the payment of dividends on common
shares or other distributions (including repurchases of common shares by
Kinross) will be subject to the declaration and payment of all cumulative
dividends on outstanding Kinross preferred shares and any other preferred shares
which are then outstanding. The OBCA provides that a corporation may not declare
or pay a dividend if there are reasonable grounds for believing that the
corporation is, or would after the payment of the dividend, be unable to pay its
liabilities as they fall due or the realizable value of its assets would thereby
be less than the aggregate of its liabilities and stated capital of all classes
of shares of its capital.
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LIQUIDATION
In the event of the dissolution, liquidation, or winding up of Kinross,
holders of Kinross common shares are entitled to share rateably in any assets
remaining after the satisfaction in full of the prior rights of creditors,
including holders of Kinross' indebtedness, and the payment of the aggregate
liquidation preference of the Kinross preferred shares, and any other preferred
shares then outstanding.
VOTING
Holders of Kinross common shares are entitled to one vote for each share
on all matters voted on by shareholders, including the election of directors.
TRANSFER AGENT
Computershare Trust Company, Inc., is the Transfer Agent for Kinross.
Computershare can be reached at 100 University Avenue, Toronto, Ontario, Canada
M5J 2Y1, telephone 1-800-663-9097.
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COMPARISON OF RIGHTS OF HOLDERS OF KINROSS COMMON SHARES AND
HOLDERS OF CROWN COMMON STOCK
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The WBCA, Crown's amended and restated articles of incorporation,
Crown's bylaws, and U.S. securities laws govern the rights of holders of Crown
common stock.
When the merger is effective, Crown shareholders who receive Kinross
common shares will become shareholders of Kinross Gold Corporation, which is
organized under the laws of the province of Ontario, Canada. The OBCA; Kinross'
amended and restated articles of incorporation, referred to as the "Kinross
Charter"; Kinross' bylaws; and the securities laws applicable in Canada and the
United States govern the rights of holders of Kinross common shares.
While the rights and privileges of shareholders of a corporation
organized under the OBCA, such as Kinross, are, in many instances, comparable to
those of shareholders of a Washington corporation such as Crown, there are
material differences. The following is a summary of material differences between
the rights of holders of Crown common stock and the holders of Kinross common
shares.
While we believe that the summary covers the material differences, it may
not cover all of the information important to you. Moreover, this summary is not
a complete discussion of the relative rights of the holders of each company's
shares and it qualified in its entirety by reference to the WBCA and the OBCA,
applicable provisions of U.S. and Canadian securities laws, and the respective
charters and bylaws of Crown and Kinross. You should review these documents and
the other documents referred to in this section for a more complete
understanding of the differences between being a Crown shareholder and a Kinross
shareholder. Upon request, Crown will send you copies of the charters and bylaws
of Crown and Kinross.
GENERAL PROVISIONS
AUTHORIZED CAPITAL
CROWN KINROSS
AUTHORIZED: AUTHORIZED:
100,000,000 common shares, par value an unlimited number of common shares
U.S. $0.01 per share, of which there without nominal or par value, of which
were 20,488,101 shares outstanding as of there were 345.6 million shares
December 9, 2003 outstanding as of December 9, 2003
40,000,000 preferred shares, par value 384,613 convertible preferred shares
U.S. $0.01 per share, of which none were without nominal or par value, of which
outstanding as of November 28, 2003. Any there were 384,613 shares outstanding as
increase in authorized capital stock of of December 9, 2003
Crown would require approval by Crown's
shareholders. Kinross shareholders are
not required to approve issuances of
Kinross' capital stock, since Kinross
has an unlimited number of shares
authorized.
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NUMBER OF DIRECTORS
CROWN KINROSS
The WBCA allows a corporation to specify the number of Under the OBCA, the number of directors is set out
directors that make up a full board in its articles of in the articles of the corporation. The OBCA
incorporation or bylaws. Crown's restated articles of requires, however, that a corporation whose
incorporation provide that the corporation must have at securities are publicly traded have not fewer than
least one director. Crown's bylaws provide that the three directors, at least one-third of whom are
number of directors shall be fixed by resolution of the not officers or employees of the corporation or
board of directors. Crown currently has seven any of its affiliates. However, where the
directors. Crown has a classified board of directors. articles provide for a minimum and maximum number
of directors, the shareholders may authorize the
directors by a resolution passed by at least
two-thirds of the votes cast by shareholders who
voted in respect of the resolution, to determine
the number of directors from time to time. The
articles of Kinross provide for a minimum of three
and a maximum of 15 directors. The board of
directors of Kinross have been authorized by a
resolution to set the number of directors from time
to time and such number has currently been set at
seven. It is contemplated that Kinross will have
seven directors upon completion of the merger.
Kinross' board of directors is not classified.
DIRECTOR QUALIFICATIONS
CROWN KINROSS
The bylaws of Crown require its directors to be at A majority of the directors of an OBCA corporation
least 18 years old. generally must be resident Canadians and a
majority of resident Canadian directors must be
present at a meeting in order to transact business.
Certain persons are disqualified by the OBCA from
being directors, such as bankrupts or persons under
18 years of age or of unsound mind. The bylaws of
Kinross follow the qualifications prescribed under
the OBCA.
ELECTION OF DIRECTORS BY ZOLOTO
CROWN KINROSS
On April 15, 2002, Crown entered into a Voting Members of the board of directors of Kinross are
Agreement with Zoloto, Solitario, and Crown The Voting elected by the holders of Kinross common shares.
Agreement provides that Zoloto and Solitario must Kinross is not a party to, or aware of, any voting
vote all of its shares of Crown's common stock in favor agreement with respect to the election of
of the election of three designees of Zoloto and one directors.
designee of Solitario to Crown's board.
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VACANCY ON THE BOARD OF DIRECTORS
CROWN KINROSS
While the WBCA provides that board vacancies, including Generally, under the OBCA, if a vacancy occurs in
those created by increasing the number of directors, the board of directors, the remaining directors,
may be filled by a vote of the shareholders or the if constituting a quorum, may appoint a qualified
board of directors. Crown's restated articles provide person to fill the vacancy for the remainder of
that vacancies may be filled only by the board of the vacating director's term. In the absence of a
directors, acting by a majority vote, even if less than quorum, the remaining directors shall call a
a quorum. meeting of shareholders to fill the vacancy. If
the shareholders have authorized the directors by
If a vacancy was held by a director elected by one or a resolution passed by at least two-thirds of the
more classes or series of shares, only those classes or votes cast by shareholders who voted in respect of
series may fill the vacancy. If a vacancy will occur the resolution, the directors may not, between
in the future due to a director's resignation at a meetings of shareholders, appoint additional
later date, it may be filled before the vacancy occurs, directors to fill vacancies created by increasing
but the new director may not be installed until the the number of directors, if the total number of
vacancy occurs. directors would thereby exceed by more than
one-third the number of directors required to have
been elected at the last annual meeting.
REMOVAL OF DIRECTORS
CROWN KINROSS
Crown's restated articles provide that Crown's Under the OBCA, the shareholders of a corporation
shareholders can only remove directors for cause. may, by a resolution passed by a majority of the
votes cast thereon at a meeting of shareholders
called for that purpose, remove any director from
office and may elect any qualified person to fill
the resulting vacancy for the remainder of the
removed director's term.
AMENDMENTS TO GOVERNING DOCUMENTS
CROWN KINROSS
In the case of a Washington public company, such as Under the OBCA, an amendment to a corporation's
Crown, amendments to the articles of incorporation articles of incorporation generally requires
generally must be approved by a majority of all the shareholder approval by a resolution passed by at
shares entitled to vote by each voting group that has a least two-thirds of the votes cast by shareholders
right to vote on the amendment. Crown may amend its who voted in respect of the resolution. In
bylaws by a majority vote of the board or by the addition, under the OBCA, if certain amendments to
affirmative vote of a majority of its outstanding the articles of incorporation directly or
shares. indirectly affect the rights of a particular class
or series of shares, that class or series is
The Voting Agreement requires the consent of Zoloto and entitled to vote separately on the amendment as a
Solitario for amendments to Crown's organizational class, whether or not that class or series
documents regarding the size of the board. otherwise carries the right to vote. Under the
OBCA, unless the articles of incorporation or bylaws
otherwise provide, the directors may, by resolution,
make, amend, or repeal any bylaw that regulates the
business or affairs of a corporation. Where the
directors make, amend, or repeal a bylaw, they are
required under the OBCA to submit the bylaw,
amendment, or repeal to the shareholders at the next
meeting of shareholders, and the shareholders may
confirm, reject, or amend, the bylaw amendment or
repeal.
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QUORUM OF SHAREHOLDERS
CROWN KINROSS
Under the WBCA and Crown's bylaws, a majority of shares As permitted by the OBCA, the bylaws of Kinross
entitled to vote at a meeting constitutes a quorum. provide that a quorum for any meeting of
shareholders shall be at least two persons present
who are entitled to vote not less than 5% of the
total number of votes entitled to be cast at the
meeting.
SPECIAL SHAREHOLDER MEETINGS
CROWN KINROSS
Under Crown's restated articles, a special meeting may The OBCA provides that shareholder meetings may be
be called only by the chairman of the board of called by the board of directors, and must be
directors, the president, or two or more members of the called by the board of directors, when so requested
board. by holders of not less than 5% of the issued shares
of the corporation that carry the right to vote at
the meeting sought. A court may also order, in its
discretion, the calling of a meeting upon the
application of a director or a shareholder entitled
to vote at the meeting.
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SHAREHOLDER CONSENT INSTEAD OF A MEETING
CROWN KINROSS
Crown's bylaws provide that shareholder action must be Under the OBCA, shareholder action without a
taken at a duly called meeting of the shareholders. meeting may be taken only by written resolution
signed by all shareholders who would be entitled
to vote thereon at a meeting.
SIGNIFICANT TRANSACTIONS
CROWN KINROSS
To engage in significant transactions, such as a share Under the OBCA, extraordinary corporate actions,
exchange, merger or sale of substantially all of a such as an amalgamation with another corporation
corporation's assets, the WBCA generally requires the (other than an amalgamation between a parent
board to recommend the actions to the shareholders for corporation and one or more of its wholly-owned
approval. Two-thirds of the shares of each voting group subsidiaries or between two or more of such
entitled to vote on the action must approve the action, subsidiaries), a continuance under the laws of
unless the articles specify a lower threshold (but not another jurisdiction, a sale, lease or exchange of
less than a majority). Crown's restated articles do not all or substantially all of the property of the
lower this threshold. corporation other than in the ordinary course of
business, and other extraordinary corporate
actions, such as the winding-up or dissolution of
the corporation, are required to be approved by a
resolution passed by at least two-thirds of the
votes cast by shareholders who voted in respect
of the resolution. A resolution to approve an
extraordinary corporate action is also required
in some cases to be approved separately by the
holders of a class or series of shares, including
a class or series that does not otherwise carry
the right to vote (generally if such class or
series is affected differently from other shares
by such action). A corporation may also apply to
a court for an order approving an arrangement,
which can be any form of corporate reorganization,
including one or more of amendments to the articles
of incorporation, an exchange of the corporation's
securities for securities, cash or property of
another corporation, an amalgamation, a transfer of
all or substantially all the property of the
corporation to another corporation in exchange for
securities, money or other property of such other
corporation, a liquidation or a dissolution. The
court may make such order as it considers
appropriate with respect to such proposed
arrangement.
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SHAREHOLDER PROPOSALS AND ADVANCE NOTICE REQUIREMENTS
CROWN KINROSS
Crown's bylaws require shareholders to submit notice of Under the OBCA, a shareholder entitled to vote at
their intent to bring business before a meeting not a meeting of shareholders may submit to the
less than 60 days before the scheduled annual meeting corporation a notice of a proposal consisting of
and to provide certain information in the notice. matters that the shareholder proposes to raise at
the meeting. Upon receipt of a notice of such a
Generally, under U.S. securities laws, a shareholder proposal, a corporation that solicits proxies
may submit a proposal to be included in a corporation's shall set out the proposal in the management proxy
proxy statement if the shareholder: circular and, if requested by the shareholder,
include in the management proxy circular a
o owns at least 1% or $2,000 market value of the statement by the shareholder of not more than 200
securities entitled to be voted on the proposal; words in support of the proposal and the name and
address of the shareholder. A corporation may,
o has owned the securities for at least one year within ten days after receiving a shareholder
prior to the date of the proposal; and proposal, notify the shareholder of its intention
to omit the proposal from the management proxy
o continues to own the securities through the circular if:
date of the meeting.
o the proposal is not submitted at least 60
Under the U.S. securities laws, Crown may exclude a days before the anniversary date of the
shareholder proposal from its proxy statement if: previous annual meeting or 60 days before the
date of the special meeting at which the
o it is not a proper subject for shareholder matter is proposed to be raised, as
action under Washington law; applicable;
o it would, if implemented, cause a violation of o it clearly appears that the proposal is
law; submitted by the shareholder primarily for
the purpose of enforcing a personal claim or
o it is materially false or misleading; redressing a personal grievance against the
corporation or any of its directors, officers
o it relates to a personal grievance or is or security holders, or for a purpose that is
designed to further a personal interest not shared not related in any significant way to the
by other shareholders; business or affairs of the corporation;
o it relates to operations of the company that o the corporation, in the previous two
are immaterial; years, included a proposal in a management
proxy circular at the request of the
o Crown lacks the power or authority to shareholder and the shareholder failed to
implement it; present the proposal at the meeting; or
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o it deals with a matter relating to Crown's
ordinary business operations; o substantially the same proposal was
submitted to shareholders within the past two
o it relates to an election for membership to years and the proposal was defeated.
Crown's board of directors;
o it conflicts with a proposal submitted by
Crown at the same meeting;
o it has already been substantially implemented;
o it substantially duplicates a proposal of
another proponent that Crown is including in
the proxy statement;
o it deals with substantially the same subject
matter as another proposal that was included in
Crown's proxy statement for a previous meeting and
which did not receive the prescribed level of
support; or
o it relates to specific amounts of cash or
shares dividends.
DISSENTERS' RIGHTS
CROWN KINROSS
Under the WBCA, a shareholder is entitled to dissent The OBCA provides that shareholders entitled to
from and, upon perfection of the shareholder's vote on certain matters are entitled to exercise
appraisal right, to obtain the fair value of his or her dissenters' rights and to be paid the fair value
shares in the event of specified corporate actions, of their shares. Such matters include the
including specified mergers, share exchanges, sales of following:
substantially all of the corporation's assets, and
certain amendments to the corporation's articles of o any amalgamation (other than with one or
incorporation if the amendment effects a redemption or more wholly-owned subsidiaries, or between
cancellation of all of the shareholder's shares in one or more such subsidiaries);
exchange for cash or other consideration other than
shares of the corporation. For a description of the o an amendment to the articles to add,
dissenters' rights of Crown common shareholders, see remove or change restrictions on the issue,
"Dissenters' Rights." transfer or ownership of shares;
o an amendment to the articles to add, remove
or change any restriction upon the business
or businesses that the corporation may carry
on or upon the powers the corporation may
exercise;
o a continuance under the laws of another
jurisdiction;
o a sale, lease or exchange of all or
substantially all of the property of the
corporation other than in the ordinary course
of business;
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o an arrangement proposed by the
corporation if the applicable court order
permits a shareholder to dissent in
connection with that arrangement; or
amendments to the articles of the corporation
which require a separate vote by class or series.
SHAREHOLDER DERIVATIVE ACTIONS
CROWN KINROSS
Derivative actions may be brought in Washington by a Under the OBCA, a complainant (as described below
shareholder on behalf of, and for the benefit of, the for the purposes of the oppression remedy) may
corporation. The WBCA provides that a shareholder must apply to the court for leave to bring an action in
have been a shareholder of the corporation when the the name and on behalf of a corporation or any
transaction complained of occurred unless the person subsidiary, or to intervene in an existing action
became a shareholder through transfer by operation of to which any such corporation or subsidiary is a
law from one who was a shareholder at that time. The party, for the purpose of prosecuting, defending
complaint must be verified and allege with or discontinuing the action on behalf of such
particularity the demand made, if any, to obtain action corporation or subsidiary. Under the OBCA, no
by the board of directors and either that the demand action may be brought and no intervention in an
was refused or ignored or why a demand was not made. action may be made unless the complainant has
Whether or not a demand for action was made, if the given 14 days' notice to the directors of the
corporation commences an investigation of the charges corporation or its subsidiary of the complainant's
made in the demand or complaint, the court may stay any intention to apply to the court and the court is
proceeding until the investigation is completed. Once satisfied that:
such a proceeding is commenced, it may not be
discontinued or settled without the court's approval. o the directors of the corporation or its
If the court determines that a proposed discontinuance subsidiary will not bring, diligently
or settlement will substantially affect the interest of prosecute or defend or discontinue the action;
the corporation's shareholders or a class of
stockholders, the court shall direct that notice be o the complainant is acting in good faith;
given to the shareholders affected. On termination of and
the proceeding the court may require the plaintiff to
pay any defendant's reasonable expenses, including o it appears to be in the interests of the
counsel fees, incurred in defending the proceeding if corporation or its subsidiary that the action
it finds that the proceeding was commenced without be brought, prosecuted, defended or
reasonable cause. discontinued.
Under the OBCA, the court in connection with a
derivative action may make any order it thinks
fit.
OPPRESSION REMEDY
CROWN KINROSS
WBCA does not provide for a statutory oppression remedy. The OBCA allows a court to rectify unfairness to,
or oppression of, shareholders, if the court is
satisfied that:
o any act or omission of the corporation or
an affiliate effects or threatens to effect
such a result;
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o the business or affairs of the corporation or
an affiliate are, have been or are threatened
to be carried on or conducted in such a
manner; or
o the powers of the directors of the corporation
or an affiliate are, have been or are
threatened to be exercised in such a manner.
A complainant entitled to apply for an oppression
remedy can be:
o a present or former registered holder or
beneficial owner of securities of a
corporation or any of its affiliates; or
o any other person who, in the discretion
of the court, is a proper person to make such
an application.
PAYMENT OF DIVIDENDS
CROWN KINROSS
Under the WBCA, the corporation may make a Under the OBCA, a corporation may pay a dividend
distribution, in cash or in property, to its by issuing fully paid shares of the corporation or
shareholders upon authorization by its board of options or rights to acquire such shares. A
directors unless, after giving effect to such corporation may also pay a dividend in money or
distribution the corporation would be unable to pay its property unless there are reasonable grounds for
debts as they become due in the usual course of believing that (1) the corporation is, or would
business; or the corporation's total assets would be after the payment be, unable to pay its
less than the sum of its total liabilities, plus, liabilities as they become due; or (2) the
unless the articles of incorporation permit otherwise, realizable value of the corporation's assets would
the amount that the corporation would need, if it were thereby be less than the aggregate of its
to be dissolved at the time of the distribution, to liabilities and stated capital of all classes.
satisfy the preferential rights of shareholders whose
preferential rights are superior to those receiving the
distribution.
REPURCHASE OF SHARES
CROWN KINROSS
Under the WBCA, the corporation may acquire its own Under the OBCA, a repurchase or redemption by the
shares and shares so acquired constitute authorized but corporation of its shares, or other reduction of
unissued shares. If the articles of incorporation capital, is generally subject to solvency tests
prohibit the reissue of acquired shares, the number of similar to those applicable to the payment of
authorized shares is reduced by the number of shares dividends, as set out above for the purpose of the
acquired, effective upon amendment of the articles of payment of dividends.
incorporation. However, any repurchase of shares is
generally subject to solvency tests similar to those
applicable to the payment of dividends, as set out
above for the purpose of the payment of dividends.
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FIDUCIARY DUTIES OF DIRECTORS
CROWN KINROSS
Under the WBCA, directors owe a duty of care and a duty Pursuant to the OBCA, the duty of loyalty requires
of loyalty to the corporation and its shareholders. directors to act honestly and in good faith with a
The duty of care requires that the directors act with view to the best interests of the corporation, and
the care an ordinarily prudent person in a like the duty of care requires that the directors
position would exercise under similar circumstances. exercise the care, diligence and skill that a
They must act in an informed and deliberative manner reasonably prudent person would exercise in
and inform themselves, prior to making a business comparable circumstances.
decision, of all material information reasonably
available to them. The duty of loyalty may be
summarized as the duty to act in good faith, not out of
self-interest, and in a manner that the directors
reasonably believe to be in the best interests of the
corporation.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
CROWN KINROSS
The WBCA generally permits indemnification of a person Under the OBCA, a corporation may indemnify a
who acted in good faith and in a manner the person director or officer, a former director or officer
reasonably believed to be in, or not opposed to, the or a person who acts or acted at the corporation's
best interests of the corporation and, with respect to request as a director or officer of another
any criminal action or proceeding, had no reasonable corporation of which the corporation is or was a
cause to believe that the conduct was unlawful. shareholder or creditor, and his or her heirs and
Indemnification is permissive under Washington law, legal representatives, against all costs, charges
except that, unless limited by the articles of and expenses, including an amount paid to settle
corporation, a corporation must indemnify a present or an action or satisfy a judgment, reasonably
former officer or director who is successful on the incurred by him or her in respect of any civil,
merits or otherwise in the defense of certain specified criminal or administrative action or proceeding to
actions, suits or proceedings for expenses, including which he or she is made a party by reason of being
attorney's fees, actually and reasonably incurred in or having been a director or officer of the
connection therewith. Under the WBCA, if authorized by corporation or such other corporation, if: (1) he
the articles of incorporation, a bylaw adopted or or she acted honestly and in good faith with a
ratified by shareholders or a resolution adopted or view to the best interests of the corporation; and
ratified, before or after the event, by the (2) in the case of a criminal or administrative
shareholders, a corporation has the power to indemnify action or proceeding that is enforced by a
a director, officer or employee made a party to a monetary penalty, he or she had reasonable grounds
proceeding, or advance or reimburse expenses incurred to believe that his or her conduct was lawful.
in a proceeding, except for: Any such person is entitled to such indemnity from
the corporation if he or she was substantially
successful on the merits in his or her defense of
o acts or omissions of a director, officer or the action or proceeding and fulfilled the
employee finally found to have engaged in conditions set out in (1) and (2) above. A
intentional misconduct or a knowing violation of corporation may, with the approval of a court,
the law; also indemnify any such person in respect of an
action by or on behalf of the corporation or such
o conduct of a director, officer or employee in other corporation to procure a judgment in its
connection with a transaction finally found to be favor, to which such person is made a party by
an unlawful distribution; or reason of being or having been a director or
officer of the corporation or such other
corporation, if he or she fulfills the conditions
set out in (1) and (2) above. Kinross' bylaws
require Kinross to
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o any transaction if such director, officer or indemnify the persons permitted to be indemnified
employee is finally found to have personally by the provisions of the OBCA summarized above and
received a benefit in money, property or services every other person who properly incurred any
to which he or she was not legally entitled. liability on behalf of Kinross or acted at
Kinross' request.
If the corporation indemnifies or advances expenses to
a director in connection with a proceeding by or in the
right of the corporation, the corporation must report
the indemnification or advance in the form of a notice
to the shareholders delivered with or before the notice
of the next shareholders' meeting.
Crown's restated articles authorize the board of
directors to indemnify its directors to the fullest
extent permitted by the WBCA and to determine the terms
of such indemnification. Crown's bylaws provide
mandatory indemnification for officers and directors who
are made a party to or are involved in any threatened,
pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is
or was a director or officer. Crown's bylaws provide
that the right of indemnification includes the right to
have Crown advance expenses for such indemnifiable
actions unless the board of directors adopts a
resolution expressly disapproving such advancement of
expenses. However, such advances are contingent upon the
director or officer delivering an undertaking to the
corporation to repay all amounts so advanced if it is
ultimately determined that such director or officer is
not entitled to indemnification under the bylaws or
otherwise.
DIRECTOR LIABILITY
CROWN KINROSS
The WBCA allows a corporation's articles of The OBCA provides that no provision in a contract,
incorporation to limit directors' personal liability the articles of incorporation, the bylaws or a
except for: resolution relieves a director or officer from the
duty to act in accordance with the OBCA or
o acts or omissions involving intentional relieves him or her from liability for a breach
misconduct or knowing violations of the law; thereof. The bylaws of Kinross provide
protections from liability to directors, officers
o a director's assent to or vote in favor of an and, to the extent applicable, employees of
unlawful distribution; or Kinross, as long as he or she acted honestly and
in good faith with a view to the best interests of
o any transaction from which the director will Kinross.
personally receive a benefit in money, property or
services to which he or she is not legally
entitled.
Crown's restated articles limit the liability of its
directors to the extent allowed by Washington law.
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ACCESS TO CORPORATE RECORDS
CROWN KINROSS
Under the WBCA, a shareholder of a Washington Under the OBCA, shareholders, creditors, their
corporation may inspect certain corporate records upon agents and legal representatives may examine the
five (5) business days notice to the corporation, articles of incorporation, bylaws, minutes of
including the articles of incorporation and bylaws meetings and resolutions of shareholders, register
currently in effect, the minutes and records of all of directors and securities register of the
shareholders' meetings or actions taken without a corporation during usual business hours and take
meeting for the past three years and the balance sheets extracts therefrom, free of charge. Shareholders
and income statements for the past three years. A and others have the right to obtain a shareholder
shareholder may also inspect upon five business days list, upon payment of a reasonable fee, as long as
notice other corporate records if: such list is used only in connection with an
effort to influence voting by shareholders of the
o the shareholder makes a good faith demand to corporation, an offer to acquire shares of the
inspect the records for a proper purpose; corporation or any other matter relating to the
affairs of the corporation.
o the shareholder describes with reasonable
particularity the shareholder's purpose and the
records the shareholder desires to inspect; and
o the records are directly connected with the
shareholder's purpose.
Such records include the following: excerpts from
minutes of any meeting of the board of directors,
records of any action of a committee of the board of
directors, records of any action taken by the board of
directors without a meeting, accounting records and the
record of shareholders.
TRANSACTIONS WITH INTERESTED DIRECTORS
CROWN KINROSS
The WBCA permits transactions in which one or more The OBCA requires that a director or officer of a
directors have a conflicting interest if: corporation who (1) is a party to a material
contract or transaction or proposed material
o a majority, although no fewer than two, of contract or transaction with the corporation, or
qualified directors on the board, or on the (2) is a director or an officer of, or has a
committee considering the transaction, approves material interest in, any person who is a party to
the transaction; a material contract or transaction or proposed
material contract or transaction with the
o an affirmative vote of a majority of all corporation shall disclose in writing to the
qualified shares approves the transaction; or corporation or request to have entered in the
minutes of meetings of directors the nature and
o at the time of commitment, the transaction was extent of his or her interest. An interested
fair to the corporation. director is prohibited from voting on a resolution
to approve the contract or transaction except in
Such vote must occur after the directors have received certain circumstances, such as a contract or
disclosure of the conflicting interest, with certain transaction relating primarily to his or her
limited exceptions, or the vote will be invalid. remuneration, a contract or transaction for
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Further, a committee vote is valid only if all members indemnification or liability insurance of the
of the committee are qualified directors and either: director, or a contract or transaction with an
affiliate of the corporation. If a director or
o consist of all the qualified directors on the officer has disclosed his or her interest in
board; or accordance with the OBCA and the contract or
transaction was reasonable and fair to the
o were appointed by affirmative vote of a corporation at the time it was approved, the
majority of the board's qualified directors. director or officer is not accountable to the
corporation or its shareholders for any profit or
A director is a "qualified director" if he or she has gain realized from the contract or transaction and
neither: the contract or transaction is neither void nor
voidable by reason only of the interest of the
o a conflicting interest regarding the director or officer or that the director is
transaction; nor present at or is counted to determine the presence
of a quorum at the meeting of directors that
o any familial, financial, professional or authorized the contract or transaction. The OBCA
employment relationship with a second director who further provides that even if a director or
does have a conflicting interest, if the officer does not disclose his or her interest in
relationship would reasonably be expected to exert accordance with the OBCA, or (in the case of a
influence on the first director's judgment in director) votes in respect of a resolution on a
voting on the transaction. contract or transaction in which he or she is
interested contrary to the OBCA, if the director
Qualified shares are defined generally as shares other or officer acted honestly and in good faith and
than those beneficially owned, or the voting of which the contract or transaction was reasonable and
is controlled, by a director who has a conflicting fair to the corporation at the time it was
interest regarding the transaction. approved, the director or officer is not
accountable to the corporation or to its
shareholders for any profit or gain realized
from the contract or transaction by reason only
of his or her holding the office of director or
officer and the contract or transaction is not by
reason only of the director's or officer's
interest therein void or voidable, if the
contract or transaction has been confirmed or
approved by the shareholders by a resolution
passed by at least two-thirds of the votes cast
by shareholders who voted in respect of the
resolution, on the basis of disclosure in
reasonable detail of the nature and extent of
the director's or officer's interest in the
notice of meeting or management proxy circular.
ANTI-TAKEOVER PROVISIONS AND INTERESTED SHAREHOLDER TRANSACTIONS
CROWN KINROSS
The WBCA prohibits a target corporation, with certain The OBCA does not contain a provision comparable
exceptions, from engaging in certain significant to the WBCA with respect to business
business transactions with a person or group of persons combinations. However, Canadian securities
beneficially owning 10% or more of the target regulators have adopted requirements in connection
corporation's voting securities for a period of five with related party transactions, such as Rule
years after the acquisition unless a majority of the 61-501 of the Ontario Securities Commission. A
members of the target corporation's board of directors related party transaction generally includes any
approve the transaction or share acquisition prior to transaction by which an issuer, directly or
the acquisition date. Significant business indirectly, acquires an asset, or subscribes for a
transactions include, among others: security, from a related party, or transfers an
asset or issues a security to a related party,
assumes or forgives a liability of a related party,
by any means in any one or any combination
232
o mergers or consolidations with, dispositions of transactions. "Related party" is defined to
of assets to, or issuances or redemptions of include, in relation to the issuer or a related
shares to or from, the acquiring person; party involved in the transaction, directors,
senior officers and holders of securities
o termination of 5% or more of the target sufficient to affect materially the control of the
corporation's employees employed in Washington issuer or of such other party, or persons
State, occurring as a result of the acquiring beneficially owning or exercising control or
person's acquisition of 10% or more of the shares; direction over more than 10% of the voting
or securities of the issuer or of such other party.
o allowing the acquiring person to receive any Rule 61-501 requires more detailed disclosure in
disproportionate benefit as a shareholder. the proxy material sent to security holders in
connection with a related party transaction and,
Target corporations include all domestic corporations subject to certain exemptions, the preparation by
with principal executive offices in Washington and an independent value of a formal valuation of the
either a majority or more than 1,000 of their employees subject matter of the related party transaction
reside in Washington. and any non-cash consideration offered therefore
and the inclusion of a summary of the valuation in
Crown's by laws provide that Crown's board may consider the proxy material. It also requires, subject to
the interest of other constituencies in evaluating an certain exemptions, that the shareholders of the
unsolocted bid. This allows a board to defend against an issuer, other than related parties, separately
unsolicited bid. approve the transaction, by either a simple
majority or two-thirds of the votes cast,
The WBCA also provides that the board of directors, when depending on the circumstances.
evaluating an offer to effect a merger, may consider
the extent to which such offer furthers the purposes of These requirements of Canadian securities
Crown and the social, legal, economic or other effects regulators provide, in addition to specified
of such offer upon employees, customers, suppliers and exemptions in certain circumstances, for
other constituencies of Crown, the community and all discretion to be exercised by such regulators to
other relevant factors. exempt parties from some or all of such requirements,
with or without conditions, where such regulators
Any shareholder attempting to gain control of Crown's consider it to be consistent with the public
board would be prevented from doing so at one annual interest to do so. In general, these requirements
meeting, unless such shareholder had the ability to of Canadian securities laws are administered
remove the classification requirement set forth in and enforced by securities regulators rather than by
Crown's restated articles. the courts and the basis upon which such regulators
take jurisdiction over a matter and the remedies that
may be available differ significantly from those
applicable to requirements of corporate law contained
in the OBCA.
233
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TAX CONSEQUENCES
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UNITED STATES FEDERAL TAX CONSEQUENCES
GENERAL
The obligations of Crown to consummate the merger are conditioned upon
the receipt by Crown of an opinion, dated the Closing Date, from Parr Waddoups
Brown Gee & Loveless, A Professional Corporation, special counsel to Kinross, to
the effect that: (i) for U.S. federal income tax purposes, the merger will be
treated as a reorganization within the meaning of Section 368(a) of the Code;
(ii) Kinross, Crown Merger, and Crown will be "parties" to that reorganization
within the meaning of Code Section 368(b); and (iii) the Crown shareholders and
warrant holders will not recognize any taxable gain or loss on their exchange of
Crown common stock or warrants for Kinross common shares in the merger. The
issuance of the tax opinion of Parr Waddoups Brown Gee & Loveless, A
Professional Corporation, as of the Closing Date will depend on the facts as
they exist at the time of the merger and the tax opinion will be based upon,
among other things, certain factual assumptions and representations by Kinross,
Crown Merger, and Crown (the "Factual Representations") and customary for
similar transactions. If any of those factual assumptions or representations is
or becomes inaccurate, the tax opinion may not be an appropriate basis for your
tax position or the preparation of your tax return. The tax opinion will not be
binding on the Internal Revenue Service or the courts.
Crown may, in its discretion, waive the receipt of such tax opinion as a
condition to consummate the merger. If the condition requiring receipt of the
tax opinions is waived and the merger would result in materially different tax
consequences to the holders of Crown common stock and Crown warrants, Kinross
and Crown will distribute a supplement or amendment to this Proxy
Statement/Prospectus disclosing such material differences.
NEITHER KINROSS NOR CROWN HAS REQUESTED A RULING FROM THE IRS WITH
RESPECT TO ANY OF THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER OR OF
OWNING AND DISPOSING OF KINROSS COMMON SHARES AND, AS A RESULT, THERE CAN BE NO
ASSURANCE THAT THE IRS WILL NOT DISAGREE WITH OR CHALLENGE ANY OF THE
CONCLUSIONS SET FORTH HEREIN.
As used herein, the term "U.S. Holder" means a beneficial owner of Crown
common stock, Crown warrants, or Kinross common shares, as applicable, that is,
for U.S. federal income tax purposes: (i) an individual who is a U.S. citizen or
resident, (ii) a corporation or other entity created or organized in or under
the laws of the U.S. or any state or political subdivision thereof, (iii) an
estate whose income is subject to U.S. federal income taxation regardless of its
source or (iv) a trust if (A) a court within the U.S. is able to exercise
primary supervision over the administration of the trust and if one or more U.S.
persons have the authority to control all substantial decisions of the trust, or
(B) the trust was in existence on August 20, 1996, was treated as a U.S. person
under the tax law in effect immediately prior to that date, and has validly
elected to continue to be treated as a U.S. person after that date. The term
"Non-U.S. Holder" means a beneficial owner of Crown common stock, Crown
warrants, or Kinross common shares, as applicable, that is not, for U.S. federal
income tax purposes, a U.S. Holder.
If a partnership (or other entity treated as a partnership for U.S. tax
purposes) holds the shares or warrants in question, the tax treatment of a
partner generally will depend upon the status of the partner and the activities
of the partnership.
Each U.S. Holder and Non-U.S. Holder is urged to consult his own tax
advisor concerning the specific U.S. and Canadian federal, state, and local tax
consequences of the merger and the ownership and disposition of Kinross common
shares received in the merger in light of their particular situations as well as
any consequences arising under the laws of any other taxing jurisdiction.
234
UNITED STATES FEDERAL TAX CONSEQUENCES OF THE MERGER
The following summary discusses the anticipated material United States
("U.S.") federal income tax consequences to Crown shareholders and warrant
holders of the merger, and of owning and disposing of Kinross common shares.
This discussion is based upon the Code, Treasury Regulations promulgated
thereunder, the Canada-United States Income Tax Convention (1980) (the
"Treaty"), administrative rulings, and judicial decisions currently in effect,
all of which are subject to change, possibly on a retroactive basis, and on
certain factual representations made by Kinross, Crown Merger, and Crown. Any
change in currently applicable law, which may or may not be retroactive, or
failure of any of the factual representations made by Kinross, Crown Merger, or
Crown to be true, correct, and complete in all material respects could affect
the continuing validity of this discussion, as to the material U.S. federal
income tax consequences of the merger. Each Crown shareholder and warrant holder
should be aware that neither the Internal Revenue Service (the "IRS") nor any
court is bound by the opinion of Parr Waddoups Brown Gee & Loveless, A
Professional Corporation, or the interpretations of the Code and the regulations
set forth below.
The discussion assumes that Crown shareholders and warrant holders hold
their Crown common stock and Crown warrants, as applicable, as capital assets
within the meaning of Section 1221 of the Code, and will hold any Kinross common
shares as capital assets. Further, the discussion does not address all aspects
of U.S. federal income taxation that may be relevant to a particular shareholder
or warrant holder in light of his or her personal investment circumstances or to
persons subject to special treatment under U.S. federal income tax laws such as
insurance companies, tax-exempt organizations, dealers in securities or foreign
currency, banks, trusts, persons that hold their Crown common stock as part of a
straddle, a hedge against currency risk, a constructive sale or conversion
transaction, persons that have a functional currency other than the U.S. dollar,
investors in pass-through entities, shareholders who acquired their Crown common
stock through the exercise of options or otherwise as compensation or through a
tax-qualified retirement plan, holders of options granted under any Crown
benefit plan or persons that, as a result of the merger, will own, directly or
indirectly, at least 10% of the total combined voting power of Kinross.
Furthermore, this discussion does not consider the potential effects of any
state, local or foreign tax laws.
Subject to the foregoing and assuming the merger is consummated in
accordance with the terms of the merger agreement and as described therein, and
that the Factual Representations made by Kinross, Crown Merger, and Crown are
accurate in all respects, Parr Waddoups Brown Gee & Loveless, A Professional
Corporation, is of the opinion that for U.S. federal income tax purposes:
(a) the merger will constitute a "reorganization" within the meaning
of Section 368(a) of the Code, and Kinross, Crown Merger, and Crown will each be
a party to that reorganization within the meaning of Section 368(b);
(b) no gain or loss will be recognized by Kinross or Crown as a result
of the Merger (other than gain or loss recognized by Crown on the distribution
of shares of Solitario common stock in connection with the merger);
(c) no gain or loss will be recognized by the holder of Crown common
stock or warrants, as applicable, on the conversion of such holder's Crown
common stock or warrant, as applicable, into Kinross common shares (except with
respect to cash, if any, received in lieu of fractional shares of Kinross common
shares) unless such holder is a U.S. Holder that owns, directly or indirectly,
5% or more of the Kinross common shares measured by either voting rights or
value, immediately after the merger and fails to enter into gain recognition
agreements with the IRS as required under Section 367 of the Code and Treasury
Regulations promulgated thereunder, in which case gain (but not loss) would be
recognized;
(d) the aggregate tax basis of the Kinross common shares received in
the merger (including any fractional interest) by a holder of Crown common stock
or warrants will be the same as the aggregate tax basis of such holder's Crown
common stock or warrants, as applicable, exchanged therefore;
(e) the holding period of Kinross common shares received in the merger
by a holder of Crown common stock will include the holding period of such
holder's Crown common stock provided such common stock was held as capital
assets by the holder at the effective time of the merger; and
235
(f) a holder of Crown common stock or warrants, as applicable, who
receives cash in lieu of a fractional share of Kinross common shares will
recognize gain or loss equal to the difference, if any, between such holder's
basis in the fractional share (determined under clause (d) above) and the amount
of cash received.
If the merger does not qualify as a reorganization within the meaning of
Section 368(a) of the Code, U.S. Holders of Crown common stock or warrants will
recognize gain or loss equal to the difference between such holder's basis in
the shares or warrants and the fair market value of the Kinross common shares
and any cash consideration (including cash in lieu of fractional Kinross common
shares) received. Furthermore, if the failure to qualify the merger under
Section 368(a) of the Code arose solely from the failure to meet the
requirements of Section 367 of the Code, U.S. Holders of Crown common stock or
warrants would recognize gain, but not loss, on the merger.
WITHHOLDING WITH RESPECT TO CASH PAID IN LIEU OF FRACTIONAL KINROSS SHARES.
Certain Crown shareholders and warrant holders may be subject to U.S.
withholding on cash payments received in lieu of fractional Kinross common
shares. Withholding will not apply, however, to a Crown shareholder or warrant
holder who (i) furnishes a correct taxpayer identification number and certifies
that he or she is not subject to backup withholding on the substitute Form W-9
(or successor form) included in the letter of transmittal to be delivered to
Crown shareholders and warrant holders following the consummation of the merger,
(ii) provides a certification of foreign status on Form W-8 (or successor form)
or (iii) is otherwise exempt from withholding.
UNITED STATES FEDERAL TAX CONSEQUENCES TO U.S. HOLDERS OWNING AND DISPOSING OF
KINROSS COMMON SHARES
The following discussion summarizes the material U.S. federal income tax
consequences to a U.S. Holder of owning and disposing of Kinross common shares.
This discussion assumes that each such U.S. Holder will be a "resident" of the
U.S. within the meaning of the Treaty who is eligible for benefits under the
Treaty and is limited as described under "United States Federal Tax
Consequences--General" above. Each U.S. Holder is urged to consult his own tax
advisor concerning whether the U.S. Holder is eligible for benefits under the
Treaty and, if not so eligible, the material U.S. federal income tax
consequences arising from ownership of Kinross common shares. The discussion
that follows is not intended to apply to or be used by Non-U.S. Holders. All
persons, whether U.S. Holders of Non-U.S. Holders, are advised to consult with
their own tax advisors concerning the specific Canadian and U.S. federal, state,
and local tax consequences of the ownership and disposition of Kinross common
shares in light of their particular situations as well as any consequences
arising under the laws of any other taxing jurisdiction.
TAXATION OF DIVIDENDS ON KINROSS COMMON SHARES
Subject to the discussion under "Passive Foreign Investment Company
Considerations" below, the gross amount of any distribution of cash (including
any amounts withheld in respect of Canadian withholding tax, as discussed below)
with respect to Kinross common shares held by a U.S. Holder will be includable
in income by that U.S. Holder as a taxable dividend to the extent of Kinross'
current or accumulated earnings and profits, computed in accordance with U.S.
federal income tax principles. A dividend distribution will be so included in
gross income when received by (or otherwise made available to) the U.S. Holder,
and will be characterized as ordinary income for U.S. federal income tax
purposes. The dividend income will not be eligible for the dividends received
deduction allowed to corporations.
Under recent legislation generally effective for tax years beginning
after December 31, 2002, through tax years beginning on or before December 31,
2008, dividend income received by an individual from a corporation organized in
the U.S. or from a "qualified foreign corporation" is eligible for taxation at
the reduced rates imposed on long-term capital gains recognized by individuals.
A corporation organized outside the U.S. is a "qualified foreign corporation" if
it is not a passive foreign investment company ("PFIC", as described below), and
if either (i) the foreign corporation is eligible for the benefits of a
comprehensive income tax treaty with the U.S. determined to be satisfactory to
the U.S. Department of Treasury (which includes the Treaty as currently in
effect), or (ii) the foreign corporation's stock with respect to which a
dividend is paid is readily tradable on an established securities market within
the U.S. Because of uncertainty regarding Kinross' status as a PFIC (see below),
no assurance can be given that Kinross is or will become a "qualified foreign
corporation."
236
Distributions in excess of Kinross' current accumulated earnings and
profits, as determined under U.S. federal tax law, will be treated as (i) a
tax-free return of capital to the extent of a U.S. Holder's adjusted tax basis
in its Kinross common shares (reducing such adjusted basis, but not below zero),
and (ii) thereafter as gain from a sale or exchange of such Kinross common
shares. If the distribution is paid in Canadian currency, the amount includable
in the U.S. Holder's income will be the U.S. dollar value of the Canadian
currency, based on the prevailing U.S. dollar/ Canadian dollar exchange rate on
the date of receipt, regardless of whether the payment is actually converted
into U.S. dollars. Any gain or loss resulting from foreign currency exchange
rate fluctuations during the period from the date the dividend is includable in
income to the date the foreign currency is converted into U.S. dollars will
generally be treated as ordinary income or loss. If Canadian withholding taxes
are imposed with respect to such dividend, a U.S. Holder will be treated as
having actually received the amount of such taxes and as having paid such amount
to the Canadian taxing authorities. As a result, the amount of dividend income
included in a U.S. Holder's gross income will be greater than the amount of cash
actually received with respect to such dividend income.
A dividend distribution generally will be treated as foreign source
income and generally will be classified as "passive income" or "financial
services income," depending on the U.S. Holder's states, for U.S. foreign tax
credit purposes. A U.S. Holder may be able, subject to certain generally
applicable limitations, to claim a United States foreign tax credit or a
deduction for any Canadian withholding taxes imposed on dividend payments. The
rules relating to the determination of the U.S. foreign tax credit are complex,
and the calculation of U.S. foreign tax credits and, in the case of a U.S.
Holder that elects to deduct foreign taxes in lieu of claiming a U.S. foreign
tax credit, the availability of deductions, involve the application of rules
that depend on a U.S. Holder's particular circumstances. A U.S. Holder should,
therefore, consult its own tax advisor regarding the application of the U.S.
foreign tax credit rules to dividend income on the Kinross common shares.
TAXATION ON SALE OR EXCHANGE OF KINROSS COMMON SHARES
Upon the sale, redemption or other disposition of Kinross common shares,
a U.S. Holder generally will recognize gain or loss equal to the difference
between the amount realized and its adjusted tax basis in the Kinross common
shares. Generally the U.S. dollar value of the amount realized by a U.S. Holder
that (i) receives foreign currency on the sale or other disposition of Kinross
common shares and (ii) is a cash basis taxpayer or an accrual basis taxpayer
that so elects, will be determined by translating the foreign currency received
at the spot rate of exchange on the settlement date of the sale or other
disposition (or in the case of a non-electing accrual basis U.S. Holder, the
spot rate of the foreign currency on the date of the sale or other disposition).
Except as provided under "Passive Foreign Investment Company
Considerations" below, gain or loss recognized on the sale or other disposition
of Kinross common shares will be a capital gain or loss. In the case of
non-corporate U.S. Holders, including individuals, net capital gains derived
with respect to capital assets held for more than one year are eligible for
reduced rates of taxation. Certain limitations exist on the deductibility of
capital losses by both corporations and individual taxpayers. Any tax imposed by
Canada directly on the gain from such a sale should be eligible for the United
States foreign tax credit; however, because the gain generally will be
U.S.-source gain, a U.S. Holder might not be able to use the credit otherwise
available. Any loss recognized generally will be allocated to reduce United
States-source income. U.S. Holders should consult their tax advisors regarding
the U.S. foreign tax credit implications of the sale, redemption or other
disposition of Kinross common shares.
PASSIVE FOREIGN INVESTMENT COMPANY CONSIDERATIONS
A foreign corporation is considered to be a PFIC if, with respect to a
taxable year, (i) at least 75% of its gross income is "passive income" (the
"income test") or (ii) the average value of its assets held during its taxable
year (measured at the end of each quarter) that produce or are held for the
production of "passive income" is at least 50% (the "asset test"). In applying
the income test and the asset test, if a foreign corporation owns (directly or
indirectly) at least 25% (by value) of the stock of another corporation, such
foreign corporation is treated as if it had directly received its proportionate
share of the gross income of the other corporation and as if it directly owned
its proportionate share of the assets of such other corporation.
237
For this purpose, "passive income" generally includes dividends,
interest, certain royalties and rents, and net gains from the sale of stock,
securities or partnership interests. Net gains from commodities transactions are
generally also included within the definition of "passive income," unless such
net gains are derived in the active conduct of a commodities business and
substantially all of the foreign corporation's business is as an active
producer, processor, merchant or handler of commodities (the "commodities
exception"). The commodities exception generally applies only if the
corporation's gross receipts from qualified active sales equals or exceeds 85%
of its gross receipts.
The PFIC asset test is applied using the fair market value of a publicly
traded foreign corporation's assets, not the adjusted book value of its assets.
The legislative history to the PFIC rules provides that in applying the PFIC
asset test, the total value of a publicly-traded corporation's assets
"generally" will be treated as equal to the sum of the aggregate value of its
outstanding stock plus its liabilities (the "General Rule"). There are, however,
no regulations or other guidance which define when this General Rule applies and
when it does not apply, and how it applies in particular circumstances.
The determination of whether or not Kinross is a PFIC is a factual
determination that can only be made annually after the close of each taxable
year and must take into account the activities, income and assets of Kinross and
each of Kinross' subsidiaries. Kinross has not definitively determined whether
it was a PFIC during its tax year ended December 31, 2003, and it cannot at
present be determined with certainty whether Kinross will be a PFIC in its
current taxable year ending December 31, 2004, or in any future taxable year.
This determination will depend on the various sources of Kinross' income and
whether the commodities exception is satisfied. In addition, this determination
will depend on the relative values of Kinross' passive assets, such as cash, and
the relative values of its non-passive assets, including goodwill. Furthermore,
since the goodwill of a publicly-traded corporation such as Kinross is largely a
function of the trading price of its shares, the valuation of that goodwill may
be subject to significant change throughout the year. Therefore, it is possible
that Kinross is or could become a PFIC for its current taxable year or any
subsequent taxable year due to the nature of its income or its assets or as the
result of a decrease in the trading price of the Kinross common shares. If
Kinross is or becomes a PFIC in any taxable year in a U.S. Holder's holding
period, it generally will remain a PFIC for all subsequent taxable years with
respect to that U.S. Holder.
In general, if Kinross were a PFIC:
(a) Any distribution made by Kinross during a taxable year to a U.S.
Holder with respect to the Kinross common shares that was an "excess
distribution" (defined generally as the excess of the amount received with
respect to the Kinross common shares in any taxable year over 125% of the
average amount received in the three previous taxable years or, if shorter, the
U.S. Holder's holding period before the taxable year) would be allocated ratably
to each day of the U.S. Holder's holding period. The amount allocated to the
current taxable year would be included as ordinary income for that year. The
amount allocated to each prior PFIC year in the U.S. Holder's holding period
generally would be taxed as ordinary income at the highest rate in effect for
that U.S. Holder in that prior year and such tax would be subject to an interest
charge at the rate applicable to income tax deficiencies as if it were overdue
with respect to such prior year.
(b) Dividends paid to individual U.S. Holders would not qualify for
reduced long-term capital gains rates.
(c) The entire amount of any gain realized upon the sale or other
disposition of Kinross common shares (generally including any disposition
otherwise treated as tax-free and the use of Kinross common shares as security
for an obligation) that was held during more than one taxable year would be
treated as an excess distribution made in the year of sale or other disposition
and, as a consequence, would be treated as ordinary income (rather than capital
gain), and to the extent allocated to PFIC years in the U.S. Holder's holding
period prior to the year of sale or other disposition, would be subject to the
interest charge described above.
Among other PFIC elections which may be available, a so-called
"mark-to-market election" may be made by a U.S. Holder who owns marketable stock
in a PFIC at the close of such person's taxable year. If a mark-to-market
election is made, instead of the PFIC rules described above, such U.S. Holder
generally would be
238
required to include as ordinary income or, to the extent described in the next
sentence, be allowed an ordinary loss deduction in an amount equal to the
difference between the fair market value of such stock as of the close of such
taxable year (or the amount realized from a sale or other disposition) and the
U.S. Holder's adjusted basis, and certain additional rules would apply. An
ordinary loss deduction will be allowed only to the extent that ordinary income
was previously included under the mark-to-market election and was not
substantially offset by ordinary loss deductions. The mark-to-market election is
available with respect to marketable stock in a PFIC on a
shareholder-by-shareholder basis and, once made, can only be revoked with the
consent of the IRS. The Kinross common shares will be treated as marketable
stock for these purposes provided that the shares continue to be actively traded
on an established stock exchange. U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX
ADVISORS REGARDING THE CONSEQUENCES AND ADVISABILITY OF MAKING SUCH A
MARK-TO-MARKET ELECTION AND WHETHER ANY OTHER PFIC ELECTION IS AVAILABLE.
A shareholder in a PFIC who is a U.S. person is generally required to
file with the U.S. federal income tax return a completed Form 8621 in each year
that shares are owned in the PFIC.
U.S. INFORMATION REPORTING AND BACKUP WITHHOLDING
Payments of dividends on and proceeds from the sale or other disposition
of the Kinross common shares may be subject to information reporting to the IRS
and backup withholding at a current rate of 28% on the gross proceeds received.
Backup withholding will not apply to a holder who furnishes a correct taxpayer
identification number or certificate of foreign status and makes any other
required certification, or who is otherwise exempt from backup withholding. U.S.
Holders who are required to establish their exempt status generally must provide
IRS Form W-9 (Request for Taxpayer Identification Number and Certification).
Persons in doubt as to the necessity of furnishing this form should consult
their own tax advisors. Non-U.S. Holders generally will not be subject to U.S.
information reporting or backup withholding. However, such Non-U.S. Holders may
be required to provide certification of Non-U.S. Holder status (generally on IRS
Form W-8BEN) in connection with payments received in the U.S. or through certain
U.S.-related financial intermediaries.
Amounts withheld as backup withholding may be credited against a U.S.
Holder's federal income tax liability. A U.S. Holder may obtain a refund of any
excess amounts withheld under the backup withholding rules by filing the
appropriate claim for refund with the IRS and furnishing any required
information.
CANADIAN FEDERAL TAX CONSEQUENCES
In the opinion of Cassels Brock & Blackwell LLP the following discussion
is a summary of the principal Canadian federal income tax considerations
generally applicable to Crown shareholders and warrant holders who exchange
their Crown common stock and warrants for Kinross common shares pursuant to the
merger and of holding and subsequently disposing of Kinross common shares. This
summary applies to shareholders and warrant holders who, for the purposes of the
Income Tax Act (Canada) (the "Canadian Tax Act"): (i) deal at arm's length and
are not affiliated with Kinross and Crown; (ii) are not "financial institutions"
for purposes of the mark-to-market rules; (iii) are not "specified financial
institutions"; and (iv) hold their Crown common stock and warrants and will hold
their Kinross common shares as capital property.
This summary is based upon the current provisions of the Canadian Tax Act
and the regulations thereunder (the "Regulations") in force as of the date
hereof, all specific proposals (the "Proposed Amendments") to amend the Canadian
Tax Act or the Regulations that have been publicly announced by, or on behalf
of, the Minister of Finance (Canada) prior to the date hereof, the current
provisions of the Treaty and counsel's understanding of the current published
administrative and assessing practices of the Canada Customs and Revenue Agency
(the "CCRA"). No assurance can be given that the Proposed Amendments will be
enacted in their current proposed form if at all; however, the Canadian federal
income tax considerations generally applicable to holders with respect to the
merger will not be different in a material adverse way if the Proposed
Amendments are not enacted. This summary does not take into account or
anticipate any other changes to the law, whether by legislative, governmental or
judicial decision or action, nor does it take into account provincial,
territorial or foreign income tax legislation or considerations, which may
differ from the Canadian federal income tax considerations.
239
This summary is of a general nature only, is not exhaustive of all
possible Canadian federal income tax considerations and is not intended to be,
nor should it be construed to be, legal or tax advice to any particular holder.
Therefore, holders should consult their own tax advisors with respect to their
particular circumstances.
U.S. SHAREHOLDERS AND WARRANT HOLDERS
The following summary is generally applicable to Crown shareholders and
warrant holders who, for the purposes of the Canadian Tax Act, (i) have not been
and will not be deemed to be resident in Canada at any time while they hold
Crown common stock, warrants, or Kinross common shares; and (ii) do not use or
hold the Crown common stock, warrants, or Kinross common shares in carrying on a
business in Canada; and who, for purposes of the Treaty, are residents of the
United States ("U.S. Holders"). Special rules, which are not discussed in this
summary, may apply to a U.S. Holder that is an insurer carrying on business in
Canada and elsewhere.
A U.S. Holder will not be subject to tax under the Canadian Tax Act in
respect of any capital gain arising on the exchange of Crown common stock or
warrants for Kinross common shares or cash in lieu of a fractional Kinross
common share as a result of the merger. Similarly, a U.S. Holder will not be
subject to tax under the Canadian Tax Act in respect of any capital gain arising
on a disposition of Kinross common shares provided that (i) the Kinross common
shares are listed on a prescribed stock exchange (which includes the TSX) for
the purposes of the Canadian Tax Act at the time of disposition; and (ii) at no
time during the 60 month period immediately preceding the disposition of the
Kinross common shares were 25% or more of the issued shares of any class or
series of the capital stock of Kinross owned by the U.S. Holder, by persons with
whom the U.S. Holder did not deal at arm's length, or by the U.S. Holder
together with such persons.
Dividends paid or credited or deemed under the Canadian Tax Act to be
paid or credited to a U.S. Holder on the Kinross common shares will generally be
subject to Canadian withholding tax at the rate of 15%. This rate is reduced to
5% in the case of a U.S. Holder that is a company that owns at least 10% of the
voting stock of Kinross.
CANADIAN SHAREHOLDERS AND WARRANT HOLDERS
The following summary is generally applicable to Crown shareholders and
warrant holders, who, for the purposes of the Canadian Tax Act, are or are
deemed to be resident in Canada and for whom Crown is not a "foreign affiliate"
for purposes of the Canadian Tax Act ("Canadian Holders").
A Canadian Holder whose Crown common stock or warrants are exchanged for
Kinross common shares as a result of the merger will realize a capital gain (or
capital loss) equal to the amount by which the proceeds of disposition received
for such Crown common stock or warrants, net of any reasonable costs of
disposition, are greater (or less) than the adjusted cost base to the Canadian
Holder of such Crown common stock or warrants, respectively. For this purpose,
the proceeds of disposition will be equal to the fair market value of the
Kinross common shares received by a Canadian Holder as a result of the merger
plus the amount of any cash received in lieu of a fractional Kinross common
share.
Dividends on Kinross common shares received by a Canadian Holder who is
an individual will be included in the individual's income and will be subject to
the gross-up and dividend tax credit rules normally applicable under the
Canadian Tax Act to taxable dividends received from taxable Canadian
corporations. Dividends on Kinross common shares received by a Canadian Holder
that is a corporation will be included in computing its income and generally
will be deductible in computing its taxable income.
A Canadian Holder that is a private corporation or a subject corporation
(as defined in the Canadian Tax Act) will generally be liable to pay a
refundable tax under Part IV of the Canadian Tax Act at the rate of 33 1/3% on
dividends received on the Kinross common shares to the extent that such
dividends are deductible in computing taxable income.
A disposition or deemed disposition by a Canadian Holder of Kinross
common shares will generally give rise to a capital gain (or capital loss) equal
to the amount by which the proceeds of disposition, net of any reasonable costs
of disposition, are greater (or less) than the holder's adjusted cost base of
the Kinross common shares. In this
240
regard the cost to the holder of a Kinross common share acquired pursuant to the
merger will equal the fair market value of the Crown common stock or warrants
exchanged therefore, less the amount of any cash received in lieu of a
fractional Kinross common share, and will be averaged with the adjusted cost
base of any other Kinross common shares then owned by such holder as capital
property for purposes of determining the holder's adjusted cost base of such
Kinross common shares.
Where a corporate Canadian Holder disposes of Kinross common shares, the
amount of any capital loss will be reduced by dividends received on such Kinross
common shares to the extent and under the circumstances provided in the Canadian
Tax Act. Similar rules may apply where a Canadian Holder that is a corporation
is a member of a partnership or beneficiary of a trust that owns such shares or
that is itself a member of a partnership or a beneficiary of a trust that owns
shares
One-half of any capital gain will be a taxable capital gain and will be
included in income and one-half of any capital loss will be an allowable capital
loss. Allowable capital losses may generally be deducted against taxable capital
gains realized in the year of disposition, the three preceding taxation years or
future taxation years, subject to and in accordance with the rules contained in
the Canadian Tax Act.
Certain corporations may be liable to pay an additional refundable tax of
6 2/3% on their "aggregate investment income," which is defined by the Canadian
Tax Act to include an amount in respect of taxable capital gains. This tax
generally will be refunded to a corporate holder at the rate of $1 for every $3
of taxable dividends paid while it is a private corporation.
Individuals (other than certain trusts) may be subject to alternative
minimum tax in respect of realized capital gains.
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EXPERTS
--------------------------------------------------------------------------------
The consolidated financial statements of Kinross Gold Corporation and
Subsidiaries as of December 31, 2002 and 2001, and for each of the years in the
three-year period ended December 31, 2002, included in this Proxy
Statement/Prospectus have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing herein, and have been included
herein in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
The consolidated financial statements of TVX Gold Inc. as of December 31,
2002 and 2001, and for each of the years in the three-year period ended December
31, 2002, included in this Proxy Statement/Prospectus have been audited by
PricewaterhouseCoopers LLP, independent auditors, as stated in their report
appearing herein, and have been included herein in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of Echo Bay Mines Ltd. as of
December 31, 2002 and 2001, and for each of the years in the three-year period
ended December 31, 2002, included in this Proxy Statement/Prospectus have been
audited by Ernst & Young LLP, independent chartered accountants, as set forth
in their report appearing elsewhere herein, and are included in reliance upon
such report given on the authority of such firm as experts in accounting and
auditing.
The financial statements of Crown Resources Corporation and subsidiaries
as of December 31, 2002 and 2001, and for each of the three years in the period
ended December 31, 2002, included in this Proxy Statement/Prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report appearing herein, and have been so included in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
241
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VALIDITY OF KINROSS COMMON SHARES
--------------------------------------------------------------------------------
The validity of the Kinross common shares offered hereby under the laws
of the Province of Ontario will be passed upon for Kinross by Cassels Brock &
Blackwell LLP. Mr. Mingay, a partner at Cassels Brook & Blackwell LLP, is a
director of Kinross. Parr Waddoups Brown Gee & Loveless has delivered an opinion
concerning the material United States federal income tax consequences of the
merger.
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WHERE YOU CAN FIND MORE INFORMATION
--------------------------------------------------------------------------------
You may read and copy any document filed by Kinross or Crown with the SEC at the
SEC's public reference room in Washington, D.C. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Filings
with the SEC are also available to the public from the SEC's website at
HTTP://WWW.SEC.GOV.
The following documents are filed by Kinross with the SEC and are available upon
request from Kinross:
Kinross' Annual Report on Form 40-F for the fiscal year ended December 31, 2002
dated May 20, 2003, as amended on Form 40-F/A dated May 30, 2003;
Kinross' Report on Form 6-K dated January 22, 2003;
Kinross' Report on Form 6-K dated January 29, 2003;
Kinross' Report on Form 6-K dated February 5, 2003;
Kinross' Report on Form 6-K dated February 6, 2003;
Kinross' Report on Form 6-K dated February 19, 2003;
Kinross' Report on Form 6-K dated February 20, 2003;
Kinross' Report on Form 6-K dated February 21, 2003;
Kinross' Report on Form 6-K dated March 10, 2003;
Kinross' Report on Form 6-K dated April 8, 2003;
Kinross' Report on Form 6-K dated April 25, 2003;
Kinross' Report on Form 6-K dated May 13, 2003;
Kinross' Report on Form 6-K dated May 29, 2003;
Kinross' Report on Form 6-K dated August 8, 2003;
Kinross' Report on Form 6-K dated August 12, 2003;
Kinross' Report on Form 6-K dated August 20, 2003;
Kinross' Report on Form 6-K dated September 5, 2003;
242
Kinross' Report on Form 6-K dated September 15, 2003;
Kinross' Report on Form 6-K dated October 9, 2003;
Kinross' Report on Form 6-K dated October 21, 2003; and
The description of Kinross' Common Shares, no par value, contained in
Kinross' Registration Statement on Form 8-A12B, filed on January 29, 2003, under
the Securities Exchange Act of 1934, as amended.
Kinross has filed a registration statement (File No. ________) on Form
F-4 with the Securities and Exchange Commission (the "SEC"). This Proxy
Statement/Prospectus, which is a part of that registration statement, does not
contain all of the information included in the registration statement. You
should refer to the registration statement and its exhibits for additional
information. With respect to references made in this document to any contract,
agreement, or other document, such references are not necessarily complete and
you should refer to the exhibits attached to the registration statement for
copies of the actual contract, agreement, or other document.
The following documents are filed by Crown with the SEC and are available upon
request from Crown:
Annual Report on Form 10-K for the year ended December 31, 2002;
Quarterly Report on Form 10-Q for the quarter ended March 31, 2003;
Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, as amended;
Quarterly Report on Form 10-Q for the quarter ended September 30, 2003;
Current Report on Form 8-K dated October 17, 2003, as amended on October 20,
2003; and
Current Report on Form 8-K dated November 21, 2003.
243
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED ON AS HAVING BEEN
AUTHORIZED BY KINROSS, CROWN, OR ANY OTHER PERSON. THIS PROXY
STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO PURCHASE, THE SECURITIES OFFERED BY THIS PROXY STATEMENT/PROSPECTUS,
OR THE SOLICITATION OF A PROXY FROM ANY PERSON, IN ANY JURISDICTION IN WHICH IT
IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OF AN OFFER, OR PROXY SOLICITATION.
NEITHER THE DELIVERY OF THIS PROXY STATEMENT/PROSPECTUS NOR ANY DISTRIBUTION OF
THE SECURITIES MADE UNDER THIS PROXY STATEMENT/PROSPECTUS SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF KINROSS OR CROWN SINCE THE DATE OF THIS PROXY STATEMENT/PROSPECTUS.
244
GLOSSARY OF TECHNICAL TERMS USED IN THIS DOCUMENT
AA FINISH
A method used to complete fire assaying where the bead produced by this
assay technique is dissolved in strong acids. The gold in the acid solution is
determined by a machine called an atomic adsorption spectrometer. This method is
used to accurately quantify small amounts of gold and other metals.
ADIT
A nearly horizontal gallery or passage driven from the surface of the
ground to the ore body. The term "tunnel" is frequently used in place of adit,
but technically a tunnel is open to the surface on both ends.
ALBITITE
A porphyritic igneous rock, containing phenocrysts of albite in a
groundmass chiefly consisting of albite. Muscovite, garnet, apatite, quartz, and
opaque oxides are common accessory minerals.
ALIQUOTS
A small representative sample taken from a gold bar or article from assay
to determine its fine gold content.
ALLUVIAL
Referring to material, which has been placed by the action of surface
water.
ALLUVIAL PLACER
Gravel that has been transported and deposited by flowing waters,
streams, creeks, etc., depositing placer gold and other valuable minerals. Also
called an "alluvial deposit."
ALLUVIUM
A general term for all detrital deposits resulting from the flow of
present waterways, thus including the sediments laid down in streambeds, flood
plain, lakes, fan at the foot of mountain slopes, and estuaries.
ALMANDINE
An isometric mineral, 8[Fe32+Al2Si3O12]; pyralspilite subgroup of the
garnet group, with Fe replaced by Mg, Mn, and Ca; in red to brownish-black
dodecahedral and trapezohedral crystals, or massive; Mohs hardness, 7-1/2;
occurs in medium-grade metamorphic rock and felsic igneous rocks; used as a
gemstone and an abrasive.
ALUNITE
1. A trigonal mineral, Kal3(OH)6(SO4)2; massive or disseminated; in pale
tints; formed from sulfuric acid acting on potassium feldspar in volcanic
regions (alunization), and around fumaroles. 2. A mineral group including
jarosite.
ANKERITE
A trigonal mineral, Ca(Fe,Mg,Mn)(CO3)2; dolomite group; forms series with
dolomite and with kutnohorite; associated with iron ores; commonly forms thin
veins in some coal seams.
ARCHEAN ABITIBI
The Abitibi-Grenville Transect focuses on the Late Archean Abitibi
greenstone belt, which is part of the southern Superior Province, the central
core of the North American craton, and on the Mesoproterozoic Grenville orogen
which extends from southern Sweden to southern Mexico, but is exposed
principally as the southeastern Canadian shield. The Abitibi subprovince is the
largest, and perhaps the best studied, of the Archean greenstone terranes of the
world and is host to a major proportion of Canada's mineral resources.
ARCUATE STRIPS OR BELTS
A geological term referring to a long narrow structure (I.E., reef) that
derives its name from the fact that it has a shape resembling an arc. ARGILLIC
Pertaining to clay or clay minerals; e.g., argillic alteration in which certain
minerals of a rock are converted to minerals of the clay group.
245
ARGILLITE
A compact rock, derived either from mudstone (claystone or siltstone), or
shale, that has undergone a somewhat higher degree of induration than mudstone
or shale but is less clearly laminated and without its fissility, and that lacks
the cleavage distinctive of slate.
ARSENOPYRITE
The most common arsenic mineral and principal ore of arsenic; occurs in
many sulfide ore deposits, particularly those containing lead, silver and gold.
ASSAY
To determine the value of various elements within an ore sample,
streambed sample, or valuable metal sample.
B2 HORIZON
A local geological term identifying a particular formation of rock.
BALL MILL
A steel cylinder filled with steel balls into which crushed ore is fed.
The ball mill is rotated, causing the balls to cascade and grind the ore.
BASALT
An extrusive volcanic rock composed primarily of plagioclase, pyroxene
and some olivine.
BASEMENT ROCKS
A name commonly applied to metamorphic or igneous rocks underlying the
sedimentary sequence.
BELT
A series of mineral deposits occurring in close proximity to each other
often with a common origin.
BIOTITE
A common rock-forming mineral in crystalline rocks, either as an original
crystal in igneous rocks or as a metamorphic product in gneisses and schists; a
detrital constituent of sedimentary rocks.
BLOCK FAULTED
A type of normal faulting in which the crust is divided into structural
or fault blocks of different elevations and orientations. It is the process by
which block mountains are formed.
BQ
A diamond drill core measuring 1.432 inches in diameter (3.637 cm).
BRECCIA
A coarse-grained clastic rock, composed of angular broken rock fragments
held together by a mineral cement or in a fine-grained matrix; it differs from
conglomerate in that the fragments have sharp edges and unworn corners.
CALDERA
A large, basin-shaped volcanic depression, more or less circular, the
diameter of which is many times greater than that of the included vent or vents,
no matter what the steepness of the walls or the form of the floor may be.
CALL OPTION
A bullion option entitling, but not obliging, except upon exercise, the
buyer to purchase from the seller at the strike price a specified number of
ounces of bullion.
246
CALOMEL
A tetragonal mineral, 2[Hg2Cl2]; a secondary alteration of
mercury-bearing minerals; horn quicksilver; mercurial horn ore.
CARBON-IN-LEACH
A process step wherein granular activated carbon particles much larger
than the ground ore particles are introduced into the ore pulp. Cyanide leaching
and precious metals adsorption onto the activated carbon occur simultaneously.
The loaded activated carbon is mechanically screened to separate it from the
barren ore pulp and processed to remove the precious metals and prepare it for
reuse.
CARBON-IN-PULP
A process step wherein granular activated particles much larger than the
ground ore particles are introduced into the ore pulp after primary leaching in
cyanide. Precious metals adsorption occurs onto the activated carbon from the
pregnant cyanide solution.
CARBONACEOUS
1. containing carbon or coal, especially shale or other rock containing
small particles of carbon distributed throughout the whole mass. 2. Carbonaceous
sediments include original organic tissues and subsequently produced derivatives
of which the composition is organic chemically.
CARE AND MAINTENANCE
The status of a mining operation when mining has been suspended but
reclamation and closure of the property has not been commenced. The mill and
associated equipment is being cared for and maintained until operations
re-commence.
CATHODE
A rectangular plate of metal, produced by electrolytic refining, which is
melted into commercial shapes such as wire-bars, billets, ingots, etc.
CERARGYRITE
A former name for chlorargyrite, which is an isometric mineral, 4[AgCl];
sectile; forms waxy white, yellow, or pearl-gray incrustations, darkening to
violet on exposure to light; a supergene mineral occurring in silver veins; an
important source of silver.
CHALCOPYRITE
A copper mineral composed of copper, iron and sulphur. This mineral is
very similar to marcasite in its characteristics; it tarnishes easily; going
from bronze or brassy yellow to yellowish or grayish brown, has a dark streak,
and are lighter in weight and harder than gold.
CHIP SAMPLE
A method of sampling of rock exposure whereby a regular series of small
chips of rock is broken off along a line across the face.
CHLORITE
1. The mineral group chamosite, clinochlore, cookeite, gonyerite, nimite,
orthochamosite, pennantite, and sudoite. 2. Chlorites are associated with and
resemble micas (the tabular crystals of chlorites cleave into small, thin flakes
or scales that are flexible, but not elastic like those of micas); they may also
be considered as clay minerals when very fine grained. Chlorites are widely
distributed, esp. in low-grade metamorphic rocks, or as alteration products of
ferromagnesian minerals.
247
CHLORITOID
A monoclinic or triclinic mineral, (Fe,Mg,Mn)2Al4Si2O10(OH)4; dull green
to gray-black; occurs in masses of brittle folia in metamorphosed argillaceous
sedimentary rocks. It is related to the brittle micas.
CIRCUIT
A processing facility for removing valuable minerals from the ore so that
it can be processed and sold.
CLAY
An extremely fine-grained natural earthy material composed primarily of
hydrous aluminum silicates. It may be a mixture of clay minerals and small
amounts of nonclay materials or it may be predominantly one clay mineral. The
type is determined by the predominant clay mineral. Clay is plastic when
sufficiently pulverized and wetted, rigid when dry, and vitreous when fired to a
sufficiently high temperature.
CONGLOMERATE
Rounded, water-worn fragments of rock or pebbles, cemented together by
another mineral substance.
CORE
The long cylindrical piece of rock, about an inch in diameter, brought to
surface by diamond drilling.
COVELLITE
A copper mineral, CuS; metallic indigo blue with iridescent tarnish. It
is a mineral produced by supergene enrichment.
CRETACEOUS
1. Applied to the third and final period of the Mesozoic Era. Extensive
marine chalk beds were deposited during this period. 2. Of the nature of chalk
or relating to chalk. 3. System of strata deposited in the Cretaceous Period.
CUPEL
1. A small bone-ash cup used in gold or silver assaying with lead. 2. The
hearth of a small furnace used in refining metals.
CUT-OFF GRADE
The lowest grade of mineral resources considered economic; used in the
calculation of reserves in a given deposit.
CYANIDATION
A method of extracting exposed gold or silver grains from crushed or
ground ore by dissolving the contained gold and silver in a weak cyanide
solution. May be carried out in tanks inside a mill or in heaps of ore out of
doors.
CYCLONE UNDERFLOW
A coarser sized fraction, which leaves via apex aperture of hydrocyclone.
DEDICATED PAD
An area of topography where gold ore will be placed in order to be
leached. The ore will remain permanently upon this pad upon the completion of
the gold extraction.
DEVONIAN
The fourth period, in order of decreasing age, of the periods making up
the Paleozoic era. It followed the Silurian period and was succeeded by the
Mississippian period. Also, the system of strata deposited at that time.
Sometimes called the Age of Fishes.
DILUTION
The effect of waste or low-grade ore being included unavoidably in the
mine ore, lowering the recovered grade.
248
DOLOMITE
1. A trigonal mineral, [CaMg(CO3)2]; forms saddle-shaped rhombohedra
having rhombohedral cleavage; white to pale tints; in large beds as dolostone
and dolomitic marble, also in veins and in serpentinite; a source of magnesium
and dimension stone; magnesian spar; rhomb spar. 2. The mineral group ankerite,
dolomite, kutnohorite, minrecordite, and norsethite. 3. A carbonate sedimentary
rock consisting of more than 50% to 90% mineral dolomite, depending upon
classifier, or having a Ca:Mg ratio in the range 1.5 to 1.7, or having an MgO
equivalent of 19.5% to 21.6%, or having a magnesium-carbonate equivalent of
41.0% to 45.4%. Dolomite beds are associated and interbedded with limestone,
commonly representing postdepositional replacement of limestone.
DORE
Unrefined gold and silver bullion bars, which will be further, refined to
almost pure metal.
DRUMLINS
A hilly remnant from the ice ages.
DRUSY
Pertaining to an insoluble residue or encrostation, especially of quartz
crystals; e.g. a drusy oolith covered with subhedral quartz.
ECLOGITE
A coarse-grained, deep-seated ultramafic rock, consisting essentially of
garnet (almandine-pyrope) and pyroxene (omphacite). Rutile, kyanite, and quartz
are typically present.
ELECTROWINNING
Recovery of a metal from a solution by means of electro-chemical
processes.
ENARGITE
An orthorhombic mineral, Cu3AsS4; dimorphous with luzonite, metallic
gray-black; in vein and replacement copper deposits as small crystals or
granular masses; an important ore of copper and arsenic; may contain up to 7%
antimony.
EPITHERMAL
Said of a hydrothermal mineral deposit formed within about 1 kilometer of
the Earth's surface and in the temperature range of 50 to 200 degrees C,
occurring mainly as veins. Also, said of that depositional environment.
ESKERS
A sinuous ridge of sedimentary material (typically gravel or sand)
deposited by streams that cut channels under or through the glacier ice.
FACIES
A term of wide application, referring to such aspects of rock units as
rock type, mode of origin, composition, fossil content, or environment of
deposition.
FAULT
A fracture in the earth's crust accompanied by a displacement of one side
of the fracture with respect to the other and in a direction parallel to the
fracture.
FELDSPAR
1. A monoclinic or triclinic mineral with the general formula XZ4O8where
(X= Ba,Ca,K,Na,NH4) and (Z= Al,B,Si); a group containing two high-temperature
series, plagioclase and alkali feldspar; colorless or white and clear to
translucent where pure; commonly twinned; 90 degrees or near 90 degrees
prismatic cleavage; Mohs hardness, 6. Constituting 60% of the Earth's crust,
feldspar occurs in all rock types and decomposes to form much of the clay in
soil, including kaolinite. 2. The mineral group albite, andesine, anorthite,
anorthoclase, banalsite, buddingtonite, bytownite, celsian, hyalophane,
labradorite, microcline, oligoclase, orthoclase, paracelsian, plagioclase,
reedmergnerite, sanidine, and slawsonite.
249
FELSIC
A mnemonic adjective derived from (fe) for feldspar, (l) for lenad or
feldspathoid, and (s) for silica, and applied to light-colored rocks containing
an abundance of one or all of these constituents. Also applied to the minerals
themselves, the chief felsic minerals being quartz, feldspar, feldspathoid, and
muscovite.
FLOCCULENT
A chemical used to promote the formation of denser slurries.
FLOTATION
A separation process in which valuable mineral particles are induced to
become attached to bubbles and float, which the non-valuable minerals sink.
FOLD
Any bending or wrinkling of rock strata.
GALENA
A lead mineral, which occurs with sphalerite in hydrothermal veins, also
in sedimentary rocks as replacement deposits; an important source of lead and
silver.
GARNET
1. A group of isometric minerals having the general formula
A3B2(SiO4)3-2Dx(OH)4xin which A=(Ca,Fe,Mg,Mn) and B=(Al,Cr,Fe,Mn,Si,Ti,V,Zr)
with Si partly replaced by (Al,Fe). 2. The silicate minerals almandine,
andradite, calderite, goldmanite, grossular, hibshite, katoite, kimzeyite,
knorringite, majorite, pyrope, schlorlomite, spessartine, and uvarovite.
GEYSERITES
A type of rock associated with natural hot springs.
GLACIAL TILL
Dominantly unsorted and unstratified drift, generally unconsolidated,
deposited directly by and underneath a glacier without subsequent reworking by
meltwater, and consisting of a heterogeneous mixture of clay, silt, sand,
gravel, and boulders ranging widely in size and shape; ice-laid drift.
GLACIOLACUSTRINE
Pertaining to, derived from, or deposited in glacial lakes; especially
said of the deposits and landforms composed of suspended material brought by
meltwater streams flowing into lakes bordering the glacier, such as deltas, kame
deltas, and varved sediments.
GOLD
A yellow malleable ductile high density metallic element resistant to
chemical reaction, often occurring naturally in quartz veins and gravel, and
precious as a monetary medium, in jewellery, etc. Symbol - Au.
GOLD EQUIVALENT PRODUCTION
Gold equivalent production represents gold production plus silver
production computed into gold ounces using a market price ratios.
GRADE
The amount of valuable metal in each tonne or ore, expressed as grams per
tonne for precious metals.
CUT-OFF GRADE - is the minimum metal grade at which a tonne of rock can
be processed on an economic basis.
RECOVERED GRADE - is actual metal grade realized by the metallurgical
process and treatment or ore, based on actual experience or laboratory
testing.
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GRAVIMETRIC FINISH
A method used to complete fire assaying where the bead produced by this
assay technique is weighed upon an extremely sensitive weigh scale.
GRAVITY RECOVERY CIRCUIT
Equipment used within a plant to recover gold from the ore using the
difference in specific gravity between the gold and the host rock. Typically
used are shaking tables, spirals, etc.
GREENSHIST
A metamorphosed basic igneous rock, which owes its color and schistosity
to abundant chlorite.
GREENSTONE
Metabasalts are a metamorphosed basaltic rock, also referred to as a
greenstone
HALIDE
A fluoride, chloride, bromide, or iodide.
HALOS
A differentiated (lower) grade zone surrounding a central zone of higher
grade.
HEAP LEACHING
A process whereby gold is extracted by "heaping" broken ore on sloping
impermeable pads and repeatedly spraying the heaps with a weak cyanide solution
which dissolves the gold content. The gold-laden solution is collected for gold
recovery.
HEDGING
Taking a buy or sell position in a futures market opposite to a position
held in the cash market to minimize the risk of financial loss from an adverse
price change.
HIGH-GRADE
Rich ore. As a verb, it refers to selective mining of the best ore in a
deposit.
HIGH RATE THICKENER
A type of equipment used to perform solid liquid separation. Slurry (a
mixture of rock and water) is fed into this unit with a clear solution produced
in one stream and a moist solid produced in the second stream.
HQ
A diamond drill core measuring 2.500 inches in diameter (6.35 cm).
INTRUSIVE
Rock which while molten, penetrated into or between other rocks but
solidified before reaching the surface.
IGNIMBRITES
A silicic volcanic rock forming thick, massive, lavalike sheets. The rock
is chiefly a fine grained rhyolitic tuff.
INTRACALDERA OLIGOCENE ASH-FLOW TUFFS
A geological term referring to a rock formation comprising ash-flow tuffs
existing inside a caldera. A Caldera is a crater formed from by the collapse of
the central part of a volcano. This particular formation dates back to the
Oligocene epoch.
JOINTS
Natural cracks or fractures in rocks. They tend to occur in more or less
parallel systems, and when quarry walls are maintained parallel and at right
angles to them, they may be utilized as natural partings in the process of block
removal.
251
KAOLINITE
1. A monoclinic mineral, 2[Al2Si2O5(OH)4]; kaolinite-serpentine group;
kaolinite structure consists of a sheet of tetrahedrally bonded silica and a
sheet of octahedrally bonded alumina with little tolerance for cation exchange
or expansive hydration; polymorphous with dickite, halloysite, and nacrite;
soft; white; formed by hydrothermal alteration or weathering of
aluminosilicates, esp. feldspars and feldspathoids; formerly called kaolin. 2.
Kandites in general. 3. Individual kandites not specifically designated.
K-FELDSPAR
A potassium-bearing feldspar.
KLIPPE
An isolated rock unit that is an erosional remnant or outlier of a nappe.
LEACH
A method of extracting gold from ore by a chemical solution usually
containing cyanide.
LENSE
Pyrite, round or oval in plan and lenticular in section, ranging up to 2
to 3 feet (0.6 to 0.9 meters) in thickness and several hundred feet in the
greatest lateral dimension, that is found in coalbeds.
LENTICULAR
Resembling in shape the cross section of a lens. The term may be applied,
e.g., to a body of rock, a sedimentary structure, or a mineral habit.
LENTICULAR SULPHIDE OREBODIES
Sulphide orebodies that are shaped approximately like a double convex
lens. When a rock mass thins out from the center to the edge all around it is
said to be lenticular in form.
LITHOLOGIES
Refers to the physical characteristics of a rock, generally as determined
megascopically or with the aid of low-powered magnification.
LODE
Vein of metal ore.
LOW-GRADE
A term applied to ores relatively poor in the metal they are mined for;
lean ore.
MAFIC
Igneous rocks composed mostly of dark, iron- and magnesium-rich minerals.
MAGMATIC DOMING
Creation of a roughly symmetrical structure resembling a dome produced by
the actions of magma.
METACHERT HORIZON
Layers of compact siliceous rock formed of chalcedonic silica that has
been subjected to the forces of metamorphism.
METAMORPHISM
The process by which the form or structure of rocks is changed by heat
and pressure.
METASEDIMENTARY SLATES
Partially metamorphosed slate.
252
MICA
1. A group of phyllosilicate minerals having the general composition,
X2Y4-6Z8O20(OH,F) where X=(Ba,Ca,Cs,H3O,K,Na,NH4), Y=(Al,Cr,Fe,Li,Mg,Mn,V,Zn),
and Z=(Al,Be,Fe,Si); may be monoclinic, pseudohexagonal or pseudo-orthorhombic;
soft; perfect basal (micaceous) cleavage yielding tough, elastic flakes and
sheets; colorless, white, yellow, green, brown, or black; excellent electrical
and thermal insulators (isinglass); common rock-forming minerals in igneous,
metamorphic, and sedimentary rocks. 2. The mineral group anandite, annite,
biotite, bityite, celadonite, chernykhite, clintonite, ephesite, ferri-annite,
glauconite, hendricksite, kinoshitalite, lepidolite, margarite, masutomilite,
montdorite, muscovite, nanpingite, norrishite, paragonite, phlogopite,
polylithionite, preiswerkite, roscoelite, siderophyllite, sodium phlogopite,
taeniolite, tobelite, wonesite, and zinnwaldite.
MICACEOUS
Consisting of or containing mica; e.g., a micaceous sediment.
MILL
A plant where ore is ground fine and undergoes physical or chemical
treatment to extract the valuable metals.
MINERAL CLAIM
A mineral claim usually authorises the holder to prospect and mine for
minerals and to carry out works in connection with prospecting and mining.
MINERAL RESERVES
The economically mineable part of a measured or indicated mineral
resource demonstrated by at least a preliminary feasibility study. This study
must include adequate information on mining, processing metallurgical, economic
and other relevant factors that demonstrate, at the time of reporting, that
economic extraction can be justified. An mineral reserve includes diluting
materials and allowances for losses that may occur when the material is mined.
PROVEN MINERAL RESERVE: The economically mineable part of a measured
mineral resource demonstrated by at least a preliminary feasibility
study. This study must include adequate information on mining,
processing, metallurgical, economic, and other relevant factors that
demonstrate, at the time of reporting, that economic extraction is
justified.
PROBABLE MINERAL RESERVE: The economically mineable part of an indicated,
and in some circumstances a measured mineral resource demonstrated by at
least a preliminary feasibility study. This study must include adequate
information on mining, processing, metallurgical, economic, and other
relevant factors that demonstrate, at the time of reporting, that
economic extraction can be justified.
MINERAL RESOURCE
A concentration or occurrence of natural, solid, inorganic or fossilized
organic material in or on the earth's crust in such form and quantity and of
such a grade or quality that it has reasonable prospects for economic
extraction. The location, quantity, grade, geological characteristics and
continuity of a mineral resource are known, estimated or interpreted from
specific geological evidence and knowledge.
MEASURED MINERAL RESOURCES: A measured mineral resource is that part of a
mineral resource for which quantity, grade or quality, densities, shape,
physical characteristics are so well established that they can be
estimated with confidence sufficient to allow the appropriate application
of technical and economic parameters, to support production planning and
evaluation of the economic viability of the deposit. The estimate is
based on detailed and reliable exploration, sampling and testing
information gathered through appropriate techniques from locations such
as outcrops, trenches, pits, workings and drill holes that are spaced
closely enough to confirm both geological and grade continuity.
INDICATED MINERAL RESOURCES: An indicated mineral resource is that part
of a mineral resource for which quantity, grade or quality, densities,
shape and physical characteristics, can be estimated with a level of
confidence sufficient to allow the appropriate application of technical
and economic parameters, to support mine planning and evaluation of the
economic viability of the deposit. The estimate is based on detailed and
reliable exploration and test information gathered through appropriate
techniques from location such as outcrops, trenches, pits, workings and
drill holes that are spaced closely enough for geological and grade
continuity to be reasonably assumed.
INFERRED MINERAL RESOURCE: The part of a mineral resource for which
quantity and grade or quality can be estimated on the basis of geological
evidence and limited sampling and reasonably assumed, but not verified,
253
geological and grade continuity. The estimate is based on limited
information and sampling gathered through appropriate techniques from
locations such as outcrops, trenches, pits, workings and drill holes. Due
to the uncertainty which may attach to inferred mineral resources, it
cannot be assumed that all or any part of an inferred mineral resource
will be upgraded to an indicated or measured mineral resource as result
of continued exploration.
MINERALIZATION
The process or processes by which a mineral or minerals are introduced
into a rock, resulting in a valuable or potentially valuable deposit. It is a
general term, incorporating various types; e.g., fissure filling, impregnation,
and replacement.
MISSISSIPPIAN
Belonging to the geologic time, system of rocks or sedimentary deposits
of the fifth period of the Paleozoic Era, characterized by the submergence of
extensive land areas under shallow seas.
MORAINES
A mound, ridge, or other distinct accumulation of glacial till.
MUCK SAMPLE
A representative piece of ore that is taken from a muck pile and then
assayed to determine the grade of the pile.
MUSCOVITE
A monoclinic mineral, Kal2(Si3Al)O10(OH,F)2; mica group; pseudohexagonal;
perfect basal cleavage; forms large, transparent, strong, electrically and
thermally insulating, stable sheets; a common rock-forming mineral in silicic
plutonic rocks, mica schists, gneisses, and commercially in pegmatites; also a
hydrothermal and weathering product of feldspar and in detrital sediments. Also
spelled muscovite.
NET SMELTER RETURN
A type of royalty payment where the royalty owner receives a fixed
percentage of the revenues of a property or operation.
NQ
A letter name specifying the dimensions of bits, core barrels, and drill
rods in the N-size and Q-group wireline diamond drilling system having a core
diameter of 47.6 mm and a hole diameter of 75.7 mm.
OPEN PIT
A mine that is entirely on surface. Also referred to as open-cut or
open-cast mine.
OLIGOCENE
An epoch of the early Tertiary Period, after the Eocene and before the
Miocene; also, the corresponding worldwide series of rocks. It is considered to
be a period when the Tertiary is designated as an era.
OXIDATION
A reaction where a material is reacted with an oxidizer such as pure
oxygen or air in order to alter the state of the material.
254
OXIDE CAPPING
Is the part of the orebody, which is found on top of the original ore
material, but which has not been altered by climate and groundwater.
OXIDE-SILICATE FACIES BANDED IRON FORMATIONS
A geological term referring to a part of a group of rocks that differs
from the whole formation in composition. In this instance the rock comprises
iron-bearing minerals of the oxide-silicate variety (I.E., hematite, magnetite).
These iron-bearing rocks exist in thin layers or bands hence the term "banded
iron formation."
PALEOZOIC
The era of geologic time that includes the Cambrian, Ordovician,
Silurian, Devonian, Mississippian, Pennsylvanian and Permian periods and is
characterized by the appearance of marine invertebrates, primitive fishes, land
plants and primitive reptiles.
PEGMATITES
Igneous rocks of coarse grain found usually as dikes associated with
large masses of plutonic rock.
PHYLLITE
1. A metamorphic rock, intermediate in grade between slate and mica
schist. Minute crystals of sericite and chlorite impart a silky sheen to the
surfaces of cleavage (or schistosity). Phyllites commonly exhibit corrugated
cleavage surfaces. 2. A general term for minerals with a layered crystal
structure. 3. A general term used by some French authors for the scaly minerals,
such as micas, chlorites, clays, and vermiculites.
PLACER
A place where gold is obtained by the washing of materials: rocks,
boulders, sand, clay, etc. containing gold or other valuable minerals by the
elements. These are deposits of valuable minerals, in Kinross' case, native
gold, are found in the form of dust, flakes, grains, and nuggets. In the United
States mining law, mineral deposits, not veins in place, are treated as placers
as far as locating, holding, and patenting are concerned. The term "placer"
applies to ancient (Tertiary) gravel as well as to recent deposits, and to
underground (drift mines) as well as surface deposits.
PLUNGING F2 ANTIFORMAL STRUCTURE
An "n"shaped fold that plunges forward. "F2" refers to the deformational
phase of the fold - in this case the second phase.
PORPHYRY
An igneous rock in which relatively large crystals, called phenocrysts,
are set in a fine-granted groundmass.
POLYMETAMORPHIC
The property possessed by certain chemicals compounds of crystallizing in
several distinct forms.
POTASSIC
Of, pertaining to, or containing potassium; relating to or containing
potash.
PQ
A diamond drill core measuring 2.344 inches in diameter (5.954 cm).
PREMIUM
An amount specified as such by the parties to a hedging agreement, which
amount is the purchase price of the bullion option and is payable by the buyer
to the seller on the premium payment date for value on such date.
PUT OPTION
A bullion option entitling, but not obliging, except upon exercise, the
buyer to sell to the seller at the strike price a specified number of ounces of
bullion.
255
PULP METALLIC
A type of assay method, which is used to handle the coarse gold component
of a sample to allow for its accurate determination.
PYRITE
A yellow iron sulphide mineral, normally of little value. It is sometimes
referred to as "fool's gold."
PYROCLASTIC
Produced by explosive or aerial ejection of ash, fragments, and glassy
material from a volcanic vent. Applied to the rocks and rock layers as well as
to the textures so formed.
QUALIFIED PERSON
An individual who: (a) is an engineer or geoscientist with at least five
years of experience in mineral exploration, mine development or operation, or
mineral project assessment, or any combination of these; (b) has experience
relevant to the subject matter of the mineral project; and (c) is a member in
good standing of a professional association as defined by NI 43-101.
QUARTZ
Common rock-forming mineral consisting of silicon and oxygen.
QUARTZITE
1. A granoblastic metamorphic rock consisting mainly of quartz and formed
by recrystallization of sandstone or chert by either regional or thermal
metamorphism; metaquartzite. 2. A very hard but unmetamorphosed sandstone,
consisting chiefly of quartz grains that are so completely cemented with
secondary silica that the rock breaks across or through the grains rather than
around them; an orthoquartzite. 3. Stone composed of silica grains so firmly
cemented by silica that fracture occurs through the grains rather than around
them. 4. As used in a general sense by drillers, a very hard, dense sandstone.
5. A granulose metamorphic rock consisting essentially of quartz. 6. Sandstone
cemented by silica that has grown in optical continuity around each fragment.
QUARTZ-MUSCOVITE
A mineral, a member of the mica group.
RECLAMATION
The restoration of a site after mining or exploration activity is
completed.
RECOVERY
A term used in process metallurgy to indicate the proportion of valuable
material obtained in the processing of an ore. It is generally stated as a
percentage of valuable metal in the ore that is recovered compared to the total
valuable metal present in the ore.
RUN-OF-MINE
Said of ore in its natural, unprocessed state; pertaining to ore just as
it is mined.
REUSABLE PAD ORE
Ore which is processed on a reusable pad. The reusable pad is an area
where heap leaching takes place on ore material temporarily placed onto it. Upon
completion of leaching, the ore is removed from the pad and sent to disposal.
New material is then applied.
SAMPLE
A small portion of rock or a mineral deposit, taken so that the metal
content can be determined by assaying.
SANIDINE
A monoclinic mineral, (K,Na)AlSi3O8; feldspar group; forms a series with
albite; prismatic cleavage; colorless; forms phenocrysts in felsic volcanic
rocks.
256
SCALP
The process of removing oversize lumps on a continuous basis from a
stream of bulk material.
SCHIST
A foliated metamorphic rock the grains of which have a roughly parallel
arrangement; generally developed by shearing.
SEDIMENTARY ROCKS
Secondary rocks formed from material derived from other rocks and laid
down under water. Examples are limestone, shale and sandstone.
SEMI-AUTOGENOUS (SAG) MILL
A steel cylinder with steel balls into which run-of-mine material is fed.
The ore is ground in the action of large lumps of rock and steel balls.
SEMI-TABULAR FORMS
Geological formations that are somewhat flat or tabular in character.
SERICITE
A white, fine-grained potassium mica occurring in small scales as an
alteration product of various aluminosilicate minerals, having a silky luster,
and found in various metamorphic rocks (especially in schists and phyllites) or
in the wall rocks, fault gouge, and vein fillings of many ore deposits. It is
commonly muscovite or very close to muscovite in composition, but may also
include paragonite and illite.
SHEAR ZONE
A geological term to describe a geological area in which shearing has
occurred on a large scale.
SILICA
The chemically resistant dioxide of silicon, SiO2; occurs naturally as
five crystalline polymorphs: trigonal and hexagonal quartz, orthorhombic and
hexagonal tridymite, tetragonal and isometric cristobalite, monoclinic coesite,
and tetragonal stishovite. Also occurs as cryptocrystalline chalcedony, hydrated
opal, the glass lechatelierite, skeletal material in diatoms and other living
organisms, and fossil skeletal material in diatomite and other siliceous
accumulations. Also occurs with other chemical elements in silicate minerals.
SILT
Material passing the No. 200 U.S. standard sieve that is nonplastic or
very slightly plastic and that exhibits little or no strength when air-dried.
Material composes of fine rock components.
SKIP
1. A guided steel hoppit, usually rectangular, with a capacity up to 50
st (45.4 t), which is used in vertical or inclined shafts for hoisting coal or
minerals. It can also be adapted for personnel riding. 2. A large hoisting
bucket, constructed of boiler plate that slides between guides in a shaft, the
bail usually connecting at or near the bottom of the bucket so that it may be
automatically dumped at the surface. 3. An open iron vehicle or car on four
wheels, running on rails and used esp. on inclines or in inclined shafts. 4. A
truck used in a mine. 5. A small car that conveys the charge to the top of a
blast furnace.
SLURRY
Fine rock particles are suspended in a stream of water.
SPHALERITE
A zinc mineral, which is composed of zinc and sulphur. It has a specific
gravity of 3.9 to 4.1.
257
SPOT DEFERRED CONTRACT
A forward sale of gold based on the spot gold price at the inception of
the contract plus contango that accrues until the future delivery date under the
contract. The underlying LIBOR based return and gold lease rate expense may be
fixed or left floating, at the option of Kinross.
STIBNITE
A mineral composed of antimony and sulphur often associated with other
sulphides.
STOCKPILE
Broken ore heaped on surface, pending treatment or shipment.
STOCKWORK
A mineral deposit consisting of a three-dimensional network of planar to
irregular veinlets closely enough spaced that the whole mass can be mined.
STOPES
An underground opening in a mine from which ore is extracted.
STRATABOUND DEPOSIT
An ore deposit, which is confined within a geological strata or layer.
STRATABOUND DISSEMINATED
Disseminiated ore within a stratabound deposit.
STRIKE-SLIP MOVEMENT
1. In a fault, the component of the movement or slip that is parallel to
the strike of the fault. 2. A horizontal component of the slip parallel with the
fault strike.
SUMP
The lowest part of a mine shaft into which water drains.
SUPRACRUSTAL ASSEMBLAGES
Referring to overlying or "last in the sequence" groups of rocks or
assemblages in the earth's crust.
SYENITE
A group of plutonic rocks containing alkali feldspar (usually orthoclase,
microcline, or perthite), a small amount of plagioclase (less than in
"monzonite"), one or more mafic minerals (esp. hornblende), and quartz, if
present, only as an accessory; also, any rock in that group; the intrusive
equivalent of "trachyte." With an increase in the quartz content, syenite grades
into "granite."
SYMPATHETIC FAULTING
A minor fault that has the same orientation as the major fault or some
such structure with which it is associated.
TAILINGS
The material that remains after all metals considered economic have been
removed from ore during milling.
T-ANTIFORM STRUCTURE
A local geological term identifying a particular formation of rock. In
this instance the structure is an antiform, which is an "n"shaped fold.
TENNANTITE
An isometric mineral, (Cu,Fe)12As4S13; tetrahedrite group; forms a series
with tetrahedrite; may contain zinc, silver, or cobalt replacing copper; in
veins; an important source of copper.
258
TETRAHEDRITE
1. An isometric mineral, (Cu,Fe)12Sb4S13, having copper replaced by zinc,
lead, mercury, cobalt, nickel, or silver; forms a series with tennantite and
freibergite; metallic; crystallizes tetrahedra; occurs in hydrothermal veins and
contact metamorphic deposits; a source of copper and other metals. 2. The
mineral group freibergite, giraudite, goldfieldite, hakite, tennantite, and
tetrahedrite.
THOLEIITIC
A silica-oversaturated (quartz-normative) basalt, characterized by the
presence of low-calcium pyroxenes (orthopyroxene and/or pigeonite) in addition
to clinopyroxene and calcic plagioclase.
TOURMALINE
1. Any member of the trigonal mineral group, XY3Z6(BO3)3Si6O18(OH,F)4
where X is Na partially replaced by Ca, K, Mg, or a vacancy, Y is Mg, Fe2+, Li,
or Al, and Z is Al and Fe3+; forms prisms of three, six, or nine sides; commonly
vertically striated; varicolored; an accessory in granite pegmatites, felsic
igneous rocks, and metamorphic rocks. Transparent and flawless crystals may be
cut for gems. 2. The mineral group buergerite, dravite, elbaite, ferridravite,
liddicoatite, schorl, and uvite.
TRENDING FAULTS
Faults that are similar in direction or bearing.
TRIASSIC
Belonging to the geolic time, system of rocks or sedimentary deposits of
the first period of the Mesozoic Era, characterized by the diversification of
land life, the rise of dinosaurs and the appearance of the earliest mammals.
TUFF
Rock composed of fine volcanic ash.
UNCONFORMITY
A surface between successive strata representing a missing interval in
the geologic record of time, and produced either by an interruption in
deposition or by the erosion of depositionally continuous strata followed by
renewed deposition.
VEIN
A fissure, fault or crack in a rock filled by minerals that have traveled
upwards from some deep source.
VOLCANICS
A general collective term for extrusive igneous and pyroclastic material
and rocks.
VUG
A small cavity in a rock, usually lined with crystals of a different
mineral composition than the enclosing rock.
VUGGY
Pertaining to a vug or having numerous vugs.
ZONE
An area of distinct mineralization.
259
MEASUREMENTS CONVERSION TABLE
METRIC CONVERSION TABLE
TO CONVERT TO IMPERIAL MEASUREMENT UNITS MULTIPLY BY
Tonnes Short tons 1.10231
Tonnes Long tons 0.98422
Tonnes Pounds 2204.62
Tonnes Ounces (troy) 32,150
Kilograms Ounces (troy) 32.150
Grams Ounces (troy) 0.03215
Grams/tonnes Ounces (troy)/short ton 0.02917
Hectares Acres 2.47105
Kilometers Miles 0.62137
Meters Feet 3.28084
260
--------------------------------------------------------------------------------
INDEX TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF KINROSS:
Compilation report.............................................................................................F-A1
Pro forma consolidated statement of operations for the nine months ended September 30, 2003 (unaudited)........F-A3
Notes to pro forma consolidated statement of operations........................................................F-A4
Pro forma consolidated statement of operations for the year ended December 31, 2002 (unaudited)................F-A7
Notes to pro forma consolidated statement of operations........................................................F-A8
Consolidated balance sheets as at September 30, 2003 and 2002 (unaudited)......................................F-B1
Consolidated statements of operations for the nine months ended September 30, 2003 and 2002 (unaudited)........F-B2
Consolidated statements of cash flows for the nine months ended September 30, 2003 and 2002 (unaudited)........F-B3
Consolidated statement of common shareholders equity for the nine months ended September 30, 2003 (unaudited).F-B4
Notes to the financial statements for the nine months ended September 30, 2003.................................F-B5
Auditors' report..............................................................................................F-B32
Consolidated balance sheets as at December 31, 2002 and 2001..................................................F-B33
Consolidated statements of operations for the years ended December 31, 2002, 2001 and 2000....................F-B34
Consolidated statements of cash flows for the years ended December 31, 2002, 2001 and 2000....................F-B35
Consolidated statements of common shareholders' equity for the years ended December 31, 2002, 2001
and 2000...................................................................................................F-B36
Notes to the consolidated financial statements................................................................F-B37
HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF TVX:
Auditors' report...............................................................................................F-C1
Consolidated balance sheets as at December 31, 2002 and 2001...................................................F-C2
Consolidated statements of operations for the years ended December 31, 2002, 2001 and 2000.....................F-C3
Consolidated statements of deficit for the years ended December 31, 2002, 2001 and 2000........................F-C4
Consolidated statements of cash flows for the years ended December 31, 2002, 2001 and 2000.....................F-C5
Notes to consolidated financial statements.....................................................................F-C6
HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF ECHO BAY:
Report of independent chartered accountants....................................................................F-D1
Consolidated balance sheets as at December 31, 2002 and 2001...................................................F-D2
Consolidated statements of operations for the years ended December 31, 2002, 2001 and 2000.....................F-D3
Consolidated statements of deficit for the years ended December 31, 2002, 2001 and 2000........................F-D3
Consolidated statements of cash flows for the years ended December 31, 2002, 2001 and 2000.....................F-D4
Notes to consolidated financial statements.....................................................................F-D5
HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF CROWN:
Consolidated balance sheets as at September 30, 2003 and December 31, 2002 (unaudited).........................F-E1
Consolidated statements of operations for the nine months ended September 30, 2003 and 2002 (unaudited)........F-E2
Consolidated statements of cash flows for the nine months ended September 30, 2003 and 2002 (unaudited)........F-E3
Notes to consolidated financial statements.....................................................................F-E4
Independent auditors' report..................................................................................F-E12
Consolidated balance sheets as at December 31, 2002 and 2001..................................................F-E13
Consolidated statements of operations for the years ended December 31, 2002, 2001 and 2000....................F-E14
Consolidated statements of stockholders' equity and comprehensive income (loss) for the years ended
December 31, 2002, 2001 and 2000...........................................................................F-E15
Consolidated statements of cash flows for the years ended December 31, 2002, 2001 and 2000....................F-E16
Notes to consolidated financialstatements.....................................................................F-E17
261
COMPILATION REPORT ON PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
To the Directors of
Kinross Gold Corporation
We have read the accompanying unaudited pro forma consolidated statements of
operations of Kinross Gold Corporation (the "Company") for the nine months ended
September 30, 2003 and for the year ended December 31, 2002, and have performed
the following procedures:
1. Compared the figures in the column captioned "Kinross Results of
Operations as reported" to the unaudited consolidated financial statements of
the Company for the nine months ended September 30, 2003, and found them to be
in agreement.
2. Compared the figures in the column captioned "TVX Results of Operations
for January" to the unaudited consolidated financial statements of the Company
for the one month ended January 31, 2003, and found them to be in agreement.
3. Compared the figures in the column captioned "Echo Bay Results of
Operations for January" to the unaudited consolidated financial statements of
the Company for the one month ended January 31, 2003, and found them to be
in agreement.
4. Compared the figures in the column captioned "Kinross" to the audited
financial statements of the Company for the year ended December 31, 2002, and
found them to be in agreement.
5. Compared the figures in the column captioned "TVX" to the audited
financial statements of TVX Gold Inc. for the year ended December 31, 2002, and
found them to be in agreement.
6. Compared the figures in the column captioned "Echo Bay" to the audited
financial statements of Echo Bay Mines Ltd. for the year ended December 31,
2002, and found them to be in agreement.
7. Made enquiries of certain officials of the Company who have
responsibility for financial and accounting matters about:
(a) the basis for determination of the pro forma adjustments; and
(b) whether the unaudited pro forma consolidated statements of
operations complies as to form in all material respects with the
regulatory requirements of the various Securities Commissions and similar
regulatory authorities in Canada.
The officials:
(a) described to us the basis for determination of the pro forma
adjustments; and
(b) stated that the unaudited pro forma consolidated statements of
operations complies as to form in all material respects with the
regulatory requirements of the various Securities Commissions and similar
regulatory authorities in Canada.
8. Read the notes to the unaudited pro forma consolidated statements of
operations and found them to be consistent with the basis described to us for
determination of the pro forma adjustments.
9. Recalculated the application of the pro forma adjustments to the
aggregate of the amounts in the columns captioned "Kinross Results of Operations
as reported," "TVX Results of Operations for January" and "Echo Bay Results of
Operations for January" for the nine months ended September 30, 2003, and to the
aggregate of the amounts in the columns captioned "Kinross," "TVX" and "Echo
Bay" for the year ended December 31, 2002, and found the amounts in the column
captioned "Pro forma Results of Operations" and "Pro forma Consolidated,"
respectively, to be arithmetically correct.
A pro forma financial statement is based on management assumptions and
adjustments which are inherently subjective. The foregoing procedures are
substantially less than either an audit or review, the objective of which is the
expression of assurance with respect to management's assumptions, the pro forma
adjustments, and the application of the adjustments to the historical financial
information.
Accordingly, we express no such assurance. The foregoing procedures would not
necessarily reveal matters of significance to the unaudited pro forma
consolidated statements of operations, and we therefore make no representation
about the sufficiency of the procedures for the purposes of a reader of such
statements.
(SIGNED) DELOITTE & TOUCHE LLP
Chartered Accountants
Toronto, Ontario
December 22, 2003
F-A1
COMMENT FOR UNITED STATES READERS ON DIFFERENCES BETWEEN CANADIAN AND UNITED
STATES REPORTING STANDARDS
The above opinion, provided solely pursuant to Canadian requirements, is
expressed in accordance with reporting standards generally accepted in Canada.
Such standards contemplate the expression of an opinion with respect to the
compilation of unaudited pro forma financial statements. U.S. standards do not
provide for the expression of an opinion on the compilation of unaudited pro
forma financial statements. To report in conformity with United States standards
on the reasonableness of the pro forma adjustments and their application to the
unaudited pro forma consolidated statements of operations would require an
examination or review which would be substantially greater in scope than the
review as to compilation only that we have conducted. Consequently, under U.S.
standards, we would be unable to express any opinion with respect to the
compilation of the accompanying unaudited pro forma consolidated statements of
operations.
(SIGNED) DELOITTE & TOUCHE LLP
Chartered Accountants
Toronto, Canada
December 22, 2003
KINROSS GOLD CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
(Expressed in millions of U.S. Dollars except Per Share Amounts)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
Kinross TVX Echo Bay Pro forma
Results of Results Results Results
Operations of Operations of Operations Pro forma of
Note as reported for January for January adjustments Operations
------------ ------------- ------------- ----------- -----------
REVENUE
Mining revenue $ 428.6 $ 11.7 $ 16.7 $ 457.2
2.1 0.2
Interest and other income 5.2 0.3 - - 5.5
Mark-to- market gain on call
options 0.3 - - - 0.3
------------ ------------- ------------- ----------- -----------
434.1 12.0 16.7 0.2 463.0
------------ ------------- ------------- ----------- -----------
EXPENSES
Operating 301.4 6.1 11.0 - 318.6
2.1 (0.2)
2.2 0.3
General and administrative 16.5 6.2 11.1 - 17.4
2.3 (16.4)
Exploration and business
development 18.7 0.3 0.8 - 19.8
Depreciation, depletion and
amortization 108.5 2.0 2.8 - 115.1
2.4 1.8
Loss on sale of assets 0.2 - - - 0.2
Loss on redemption of convertible
debentures 1.1 - - - 1.1
Foreign exchange gain (0.8) (0.8) - - (1.6)
Interest expense on long-term
liabilities 3.1 - - - 3.1
Writedown of marketable securities 0.1 - - - 0.1
------------ ------------- ------------- ----------- -----------
448.8 13.8 25.7 (14.5) 473.8
------------ ------------- ------------- ----------- -----------
(14.7) (1.8) (9.0) 14.7 (10.8)
Minority interest (0.1) - - - (0.1)
------------ ------------- ------------- ----------- -----------
LOSS BEFORE TAXES AND DIVIDENDS ON
CONVERTIBLE PREFERRED SHARES OF
SUBSIDIARY COMPANY (14.8) (1.8) (9.0) 14.7 (10.9)
PROVISION FOR INCOME AND MINING TAXES (7.1) (0.5) - - (7.6)
------------ ------------- ------------- ----------- -----------
LOSS FOR THE PERIOD BEFORE DIVIDENDS
ON CONVERTIBLE PREFERRED SHARES OF
SUBSIDIARY COMPANY (21.9) (2.3) (9.0) 14.7 (18.5)
DIVIDENDS ON CONVERTIBLE PREFERRED
SHARES OF SUBSIDIARY COMPANY (0.6) - - - (0.6)
------------ ------------- ------------- ----------- -----------
NET LOSS FOR THE PERIOD $ (22.5) $ (2.3) $ (9.0) $ 14.7 $ (19.1)
============ ============= ============= =========== ===========
ATTRIBUTABLE TO COMMON SHAREHOLDERS:
NET LOSS FOR THE PERIOD $ (22.5) $ (2.3) $ (9.0) $ 14.7 $ (19.1)
INCREASE IN EQUITY COMPONENT OF
CONVERTIBLE DEBENTURES (6.5) - - - (6.5)
GAIN ON REDEMPTION OF CONVERTIBLE
DEBENTURES 16.5 - - - 16.5
------------ ------------- ------------- ----------- -----------
NET LOSS ATTRIBUTABLE TO COMMON SHARES $ (12.5) $ (2.3) $ (9.0) $ 14.7 $ (9.1)
============ ============= ============= =========== ===========
LOSS PER SHARE
BASIC AND DILUTED $ (0.04) $ (0.03)
WEIGHTED AVERAGE NUMBER COMMON
SHARES OUTSTANDING 297.4 297.4
TOTAL OUTSTANDING AND ISSUED COMMON
SHARES AT SEPTEMBER 30 338.4 338.4
F-A2
1. BASIS OF PRESENTATION
The unaudited pro forma statement of operations for the nine months ended
September 30, 2003 has been prepared by management based on the unaudited
consolidated statement of operations of the Company for the nine months ended
September 30, 2003, including eight months of results from the previous TVX and
Echo Bay operations, and the unaudited results of operations for TVX and Echo
Bay for January, 2003. The pro forma statement of operations is presented as if
the combination had occurred on January 1, 2003. TVX and Echo Bay results for
January were adjusted to remove any deal costs and depreciation, depletion and
amortization have been computed in accordance with the preliminary purchase
equation.
Accounting policies used in the preparation of the pro forma statement
are those disclosed in the Company's consolidated financial statements. In the
opinion of management of the Company, this pro forma financial statement
includes all adjustments necessary for a fair presentation applicable to the
preparation of the pro forma financial statement.
The pro forma financial statement is not necessarily indicative either of
the results that actually would have been achieved if the transactions reflected
therein had been completed on the dates indicated or the results which may be
obtained in the future. In preparing this pro forma financial statement, no
adjustments have been made to reflect transactions which have occurred since the
dates indicated or the operating synergies and general and administrative cost
savings expected to result from combining the operations of the Company, TVX and
Echo Bay.
2. PRO FORMA ADJUSTMENTS
2.1 To increase Echo Bay revenue and operating costs by $0.2 million
to reflect silver sales, in accordance with the Company's accounting policies.
2.2 To increase TVX operating costs by $0.3 million to reflect the
impact of expensing stripping costs as incurred, in accordance with the
Company's accounting policies.
2.3 To reduce TVX general and administrative expense by $5.4 million
and Echo Bay general and administrative expense by $11.0 million for severance
and deal costs recorded in January.
2.4 To increase depreciation, depletion and amortization expense by
$1.8 million as a result of the preliminary allocation of the purchase price for
the TVX and Echo Bay assets.
F-A3
3. RECONCILIATION OF UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
FROM CDN GAAP TO U.S. GAAP
The table below sets out the material adjustments to pro forma
consolidated net loss reflected in the unaudited pro forma consolidated
financial information which would be required if U.S. GAAP had been applied.
Under U.S. GAAP, the pro forma consolidated information only reflects the income
(loss) from continuing operations, before nonrecurring charges or extraordinary
items. These tables should be read in conjunction with Note 21 of the Company's
audited consolidated financial statements incorporated by reference and with
Notes 17 and 13 of TVX's and Echo Bay's audited consolidated financial
statements, respectively incorporated by reference.
RECONCILIATION OF PRO FORMA CONSOLIDATED NET LOSS
(AMOUNTS IN MILLIONS OF U.S. DOLLARS)
NINE MONTHS ENDED
SEPTEMBER 30, 2003
PRO FORMA NET LOSS UNDER CDN GAAP $ (19.1)
ADJUSTMENTS FOR:
Reduction in depreciation, depletion and amortization under U.S. GAAP (a) 4.8
Increase in convertible debenture interest (b) (5.2)
Recognition of exchange losses on convertible debentures (b) (16.9)
Loss on redemption of Kinross convertible debentures (b) 1.1
Change in market value of commodity and foreign exchange derivative contracts (c) 0.9
Cumulative effect of a change in accounting principle (d) (12.1)
Increase in depreciation, depletion and amortization under SFAS 143 (d) (0.6)
Accretion expense under SFAS 143 net of reclamation accrued for CDN GAAP (d) (1.3)
----------
PRO FORMA NET LOSS UNDER U.S. GAAP $ (48.4)
==========
(a) The GAAP difference exists from the historical requirement to discount
future cash flows from impaired properties under U.S. GAAP while not discounting
future cash flows from impaired properties for CDN GAAP. As a result, the
depreciable base for Kinross property, plant and equipment for U.S. GAAP is
smaller than the depreciable base for CDN GAAP, resulting in lower annual U.S.
GAAP amortization expense. The decrease to the net loss is $4.8 million for
Kinross in the nine months ended September 30, 2003.
(b) Under CDN GAAP, convertible debentures are accounted for in accordance
with their substance and, as such, are presented in the financial statements in
accordance with their liability and equity component parts. Under U.S. GAAP, the
entire principal amount of convertible debentures is treated as debt with
interest expense based on the coupon rate of 5.5%. The increase to net loss to
account for the interest expense amounted to $5.2 million for Kinross for the
nine months ended September 30, 2003.
In addition, under CDN GAAP, unrealized foreign exchange gains and losses
on the debt component of the Canadian dollar denominated debentures are
recognized in income. For U.S. GAAP, in addition to including these gains and
losses in income, unrealized exchange gains and losses related to the portion of
the convertible debentures included in equity under CDN GAAP are also included
in income. With the redemption of the debentures on September 29, 2003, the
foreign exchange losses became realized. The increase in the net loss as a
result of recognizing these realized foreign exchange losses is $16.9 million
for the nine months ended September 30, 2003.
F-A4
As a result of the accounting treatment for U.S. GAAP, there is no gain
or loss on the redemption of the debentures. As such, the net loss is reduced by
$1.1 million for the nine months ended September 30, 2003, to reverse the loss
on redemption of convertible debentures booked under CDN GAAP.
(c) On January 1, 2001, FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"), and the corresponding
amendments under FASB Statement No. 138 ("SFAS 138") were adopted for purposes
of U.S. GAAP. SFAS 133 requires that all derivative financial instruments be
recognized in the financial statements and measured at fair value regardless of
the purpose or intent for holding them. Changes in the fair value of derivative
financial instruments are either recognized periodically in income or
shareholders' equity (as a component of other comprehensive income), depending
on whether the derivative is being used to hedge changes in fair value or cash
flows. SFAS 138 amends certain provisions of SFAS 133 to clarify four areas
causing difficulties in implementation. For derivatives designated as cash flow
hedges, the effective portions of changes in fair value of the derivative are
reported in other comprehensive income and are subsequently reclassified into
other income when the hedged item affects other income. Changes in fair value of
the derivative instruments used as economic instruments and ineffective portions
of hedges are recognized in other income in the period incurred.
Under CDN GAAP, unrealized gains, losses, revenues and expenses
associated with derivative financial instruments designated as hedges of
anticipated transactions are accounted for off balance sheet until recorded in
income as an adjustment to the underlying hedged item and realized gains and
losses on derivative financial instruments hedging anticipated transactions are
deferred and recognized in income when the underlying hedged item is recorded.
Option premiums for purchased options in hedging relationships are deferred and
recognized in income as an adjustment to the underlying hedged item. Derivatives
that are not designated in a hedging relationship are carried at fair value,
consistent with U.S. GAAP requirements. U.S. GAAP differences relate primarily
to the recognition of the balance sheet fair value of derivatives in hedging
relationships and the associated other comprehensive income and ineffectiveness
amounts for those same derivatives.
The decrease to the net loss of $0.9 million for the nine months ended
September 30, 2003 is comprised of an increase in fair value of derivative
financial instruments in designated hedging relationships in respect of the
Company.
(d) On January 1, 2003, FASB Statement No. 143, "Accounting for Asset
Retirement Obligations" ("SFAS 143") was adopted for purposes of U.S. GAAP. SFAS
143 requires that the fair value of liabilities for asset retirement obligations
associated with tangible long-lived assets be recognized in the period in which
they are incurred. For the purposes of applying SFAS 143, asset retirement
obligations are based principally on legal and regulatory requirements
associated with the retirement of long-lived assets that result from the
acquisition, construction, development and/or the normal operation of a
long-lived asset. When the liability is initially recorded, a corresponding
increase to the carrying amount of the related asset is generally recorded and
depreciated over the useful life of the asset. Over time, the liability is
increased to reflect an interest element (accretion) considered in its initial
measurement at fair value. This differs from the Company's prior practice in
which estimated site restoration and closure costs were accrued over the
producing life of the mine with an annual charge to income. Under SFAS 143,
accretion is charged against income during the life of the mine and afterwards
until all obligations have been settled.
The Company is not required to re-measure the obligation at fair value
each period, but we are required to evaluate the cash flow estimates at the end
of each reporting period to determine whether the estimates continue to be
appropriate. Upon settlement of the liability, the Company will record a gain or
loss if the actual cost incurred is different than the liability recorded. The
cumulative effect of adopting SFAS 143 was to record a one-time charge of $12.1
million to income in the nine months ended September 30, 2003. In addition to
the cumulative effect of adopting SFAS 143, the Company recorded depreciation,
depletion and amortization of $0.6 million, accretion expense of $7.0 million
and reduced operating costs by $5.7 million for accruals made under CDN GAAP for
the nine months ended September 30, 2003. The Company will adopt similar
accounting treatment for CDN GAAP beginning January 1, 2004, which will be
applied retroactively.
F-A5
KINROSS GOLD CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
(Expressed in millions of U.S. Dollars except Per Share Amounts)
For the Year Ended December 31, 2002
Pro forma Pro forma
Note Kinross TVX Echo Bay adjustment Consolidated
------------- ------------- ------------- ----------- -------------
REVENUE
Mining revenue $ 261.0 $ 184.8 $ 206.5 - $ 656.8
2.5 (16.6)
2.4 - - - (5.4)
2.4 - - - (30.7)
2.6 - - - 57.2
Interest and other income 16.9 4.3 0.4 - 16.2
2.1 - - - (5.4)
Mark to market loss on call
options (2.7) - - - (2.7)
------------- ------------- ------------- ----------- -------------
275.2 189.1 206.9 (0.9) 670.3
------------- ------------- ------------- ----------- -------------
EXPENSES
Operating 174.8 121.4 142.2 - 449.8
2.5 - - - (13.0)
2.10 - - - 1.6
2.9 - - - (2.3)
2.6 - - - 25.1
General and administrative 11.3 6.3 9.1 - 26.7
Exploration 11.6 3.7 8.6 - 25.0
2.6 - - - 1.1
Depreciation, depletion and
amortization 85.3 34.1 35.3 - 176.2
2.5 - - - (4.5)
2.6 - - - 14.4
2.7 - - - 4.9
2.3 - - - 7.5
2.10 - - - (0.8)
Gain on sale of assets (2.7) - (1.2) - (3.1)
2.5 0.8
Loss on retirement of capital
securities - - 5.5 - 5.5
Foreign exchange loss (gain) 4.3 7.3 - - 11.6
Interest expense on long-term
liabilities 5.0 0.6 2.0 - 7.8
2.6 - - - 0.2
Writedown of marketable
securities 0.2 - - 0.2
and long-term investments
Write-down of property, plant and
equipment and other non-cash
charges 7.7 32.0 13.0 52.7
------------- ------------- ------------- ----------- -------------
297.5 205.4 214.5 35.0 752.4
------------- ------------- ------------- ----------- -------------
(22.3) (16.3) (7.6) (35.9) (82.1)
Share in loss of investee companies (0.6) - - - (0.6)
------------- ------------- ------------- ----------- -------------
LOSS BEFORE TAXES AND DIVIDENDS ON (82.7)
CONVERTIBLE PREFERRED SHARES OF
SUBSIDIARY COMPANY (22.9) (16.3) (7.6) (35.9)
PROVISION FOR INCOME AND MINING
TAXES (6.5) (7.3) (0.1) - (18.5)
2.6 - - - (5.1)
2.8 - - - 0.5
MINORITY INTEREST AND PARTICIPATION
RIGHTS - (7.0) - - (0.2)
2.2 - - - 7.0
2.6 - - - (0.2)
------------- ------------- ------------- ----------- -------------
LOSS FOR THE YEAR BEFORE DIVIDENDS ON
CONVERTIBLE PREFERRED SHARES OF (29.4) (30.6) (7.7) (33.7) (101.4)
SUBSIDIARY COMPANY
DIVIDENDS ON CONVERTIBLE PREFERRED
SHARES OF SUBSIDIARY COMPANY (1.5) - - - (1.5)
------------- ------------- ------------- ----------- -------------
NET LOSS FOR THE PERIOD (30.9) (30.6) (7.7) (33.7) (102.9)
INCREASE IN EQUITY COMPONENT OF
CONVERTIBLE INSTRUMENTS (7.3) - - - (7.3)
LOSS ON RETIREMENT OF CAPITAL
SECURITIES, NET OF NIL TAX EFFECT - - (136.9) - (136.9)
------------- ------------- ------------- ----------- -------------
NET LOSS FOR THE PERIOD
ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (38.2) $ (30.6) $ (144.6) $ (33.7) $ (247.1)
============= ============= ============= =========== =============
LOSS PER SHARE
Basic and diluted $ (0.32) $ (0.75) $ (0.34) $ (0.80)
F-A6
1. BASIS OF PRESENTATION
The unaudited pro forma statement of operations for the year ended
December 31, 2002 has been prepared by management based on the audited
consolidated statements of operations of the Company, TVX and Echo Bay for the
year ended December 31, 2002. The pro forma statement of operations is presented
as if the combination had occurred on January 1, 2002. The pro forma statement
of operations has been reclassified to reflect classifications consistent with
the presentation adopted by the Company.
Accounting policies used in the preparation of the pro forma statement
are those disclosed in the Company's consolidated financial statements. In the
opinion of management of the Company, this pro forma financial statement
includes all adjustments necessary for a fair presentation applicable to the
preparation of the pro forma financial statement.
The pro forma financial statement is not necessarily indicative either of
the results that actually would have been achieved if the transactions reflected
therein had been completed on the dates indicated or the results which may be
obtained in the future. In preparing this pro forma financial statement, no
adjustments have been made to reflect transactions which have occurred since the
dates indicated or the operating synergies and general and administrative cost
savings expected to result from combining the operations of the Company, TVX and
Echo Bay.
2. PRO FORMA ADJUSTMENTS
The pro forma statement of operations incorporates the following
assumptions:
- Completion of the acquisition of the Newmont interest in the TVX
Newmont Americas joint venture.
- Completion of transactions resulting in the combination of the
businesses of the Company, TVX and Echo Bay.
- Approval of the combination by the shareholders of the Company,
TVX and Echo Bay.
In respect of TVX and Echo Bay, certain adjustments as described more
fully in 2.15 and 2.16 below, are required to achieve conformity with the
accounting methods used by the Corporation and ultimately by the combined
companies. These pro forma financial statements give effect to the above
assumptions and the following adjustments:
2.1 To reduce interest income by $5.4 million for the year ended
December 31, 2002 to reflect the net change in cash resources arising from the
expenditures of $29.7 million for estimated future costs associated with the
combination transaction and the acquisitions of Newmont's ownership interest in
the TVX Americas Joint Venture for $180.0 million and 43.4% of Omolon Gold
Mining Company for $44.7 million.
2.2 To reduce minority interest and participation rights by $7.5
million for the year ended December 31, 2002 as a consequence of the acquisition
of Newmont's interest in the TVX Newmont Americas Joint Venture.
2.3 To increase depreciation, depletion and amortization expense by
$7.5 million for the year ended December 31, 2002 as a result of the preliminary
allocation of the purchase price of the acquisitions of TVX, Echo Bay and
Newmont's ownership interest in the TVX Newmont Americas Joint Venture. The
revised depreciation, depletion and amortization are computed on a unit of
production basis , based on the Company's accounting policies and the estimated
mine lives.
2.4 To reduce mining revenue by $36.1 million (Echo Bay - $30.7, TVX -
$5.4) for the year ended December 31, 2002 to reflect the elimination of
deferred gains and losses on pro forma operations. The deferred gains and losses
arise from derivative contracts that qualify for hedge accounting and have been
realized as income over the original delivery schedule of the contracts. On fair
valuing the deferred gains and losses, no value is allocated to these assets and
liabilities as the cash has already been received by Echo Bay and TVX,
respectively.
2.5 To reduce mining revenue, operating costs, depreciation, depletion
and amortization and gain on sale of assets, by $16.6 million, $13.0 million,
$4.5 million and $0.8 million, respectively, for the year ended December 31,
2002 to reflect the pro forma sale of the McCoy Cove mine to Newmont concurrent
with the Combination.
F-A7
2.6 The following adjustments are recorded in the statement of
operations to reflect the acquisition of 43.4% of Omolon Gold Mining Company
("Omolon") as if it had occurred effective January 1, 2002.
YEAR ENDED
DECEMBER 31, 2002
-------------------
REVENUE
Mining revenue $ 57.2
EXPENSES
Operating 25.1
Exploration 1.1
Depreciation, depletion and amortization 14.4
Interest expense on long-term liabilities 0.2
--------
40.8
--------
INCOME BEFORE TAXES 16.4
PROVISION FOR INCOME AND MINING TAXES (5.1)
MINORITY INTEREST (0.2)
--------
NET INCOME FOR THE PERIOD $ 11.1
========
2.7 To increase depreciation, depletion and amortization expense by
$4.9 million for the year ended December 31, 2002 as a result of the preliminary
allocation of the purchase price of the acquisition of Omolon. The revised
depreciation, depletion and amortization is computed on a unit of production
basis , based on the Company's accounting policies and the estimated mine life.
2.8 To record income tax recoveries of $0.5 million for the year ended
December 31, 2002 associated with the pro forma adjustments resulting from the
impact of the purchase accounting of the acquisitions of TVX, Echo Bay and
Omolon.
CONFORMING ADJUSTMENTS
2.9 To decrease Echo Bay operating costs by $2.3 million for the year
ended December 31, 2002 to reflect the impact of expensing stripping costs as
incurred, in accordance with the Company's accounting policies.
2.10 To increase TVX operating costs by $1.6 million and reduce
amortization by $0.8 million for the year ended December 31, 2002 to reflect the
impact of expensing stripping costs as incurred, in accordance with the
Company's accounting policies.
3. PER SHARE INFORMATION
The pro forma net loss per common share in the amount of $0.80 for the
year ended December 31, 2002 has been calculated using the weighted average
number of common shares of the Corporation outstanding during the year ended
December 31, 2002 plus the additional common shares of the Corporation that will
be acquired to acquire TVX and Echo Bay. The number of additional shares was
computed using the exchange ratios of 2.17 and .17, for TVX and Echo Bay
respectively. The Convertible debenture equity increase and dividends on
convertible preferred shares of a subsidiary of the Corporation have been
deducted in arriving at the net loss for the year attributable to common shares
on the pro forma statement of operations in the determination of per share data.
YEAR ENDED
DECEMBER 31, 2002
(MILLIONS OF
COMMON SHARES)
-----------------
Weighted average number of common shares of the Corporation outstanding during the 119.7
period
Additional common shares issued to acquire TVX 93.9
Additional common shares issued to acquire Echo Bay 93.8
-----
307.4
=====
F-A8
4. RECONCILIATION OF UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
FROM CDN GAAP TO U.S. GAAP
The table below sets out the material adjustments to pro forma
consolidated net loss reflected in the unaudited pro forma consolidated
financial information which would be required if U.S. GAAP had been applied.
Under U.S. GAAP, the pro forma consolidated information only reflects the income
(loss) from continuing operations, before nonrecurring charges or extraordinary
items. These tables should be read in conjunction with Note 21 of the Company's
audited consolidated financial statements included in this circular and with
Notes 17 and 13 of TVX's and Echo Bay's audited consolidated financial
statements, respectively included in this circular.
YEAR ENDED
DECEMBER 31, 2002
--------------------
Pro forma net loss under CDN GAAP $ (102.9)
Adjustments for:
Write-down of property, plant and equipment under U.S. GAAP (a) 9.9
Reduction in depreciation, depletion and amortization under U.S. GAAP (a) 12.1
Increase in convertible debenture interest (b) (9.2)
Recognition of exchange gains (losses) on convertible debentures (b) (0.3)
Change in market value of commodity and foreign exchange derivative contracts (c) (0.4)
Reclassification of realized earnings related to derivative contracts (f) 0.4
Income tax recovery (e) (0.6)
Minority interests and participation rights (d) (1.7)
Recognition of gain on exchange for Echo Bay shares (g) 42.5
Premium on flow through shares issued (h) 1.1
Loss on retirement of capital securities (i) (136.9)
----------
Pro forma net loss under U. S. GAAP $ (186.0)
==========
(a) In connection with an impairment evaluation, certain property,
plant and equipment was written down to its fair value for the year ended
December 31, 2001 by TVX. The write-down was $9.9 million less under CDN GAAP
than it was for U.S. GAAP. GAAP differences arise from the requirement to
discount future cash flows from impaired properties under U.S. GAAP and from
using proven and probable reserves only. Under CDN GAAP, future cash flows from
impaired properties are not discounted and reserves are calculated to include
current proven and probable reserves plus mineral resources expected to be
converted to proven and probable reserves. The reduction to the net loss of 9.9
million in 2002 relates to that amount written down by TVX in 2001 under U.S.
GAAP subsequently written off in 2002 for CDN GAAP.
Under U.S. GAAP, depreciation, depletion and amortization would be
reduced accordingly, as capitalized costs are amortized over proven and probable
reserves only. The adjustment to the net loss comprises $8.1 million and $4.0
million in the year ended December 31, 2002 for Kinross and TVX respectively.
(b) Under CDN GAAP, convertible debentures are accounted for in
accordance with their substance and, as such, are presented in the financial
statements in accordance with their liability and equity component parts. Under
U.S. GAAP, the entire principal amount of convertible debentures is treated as
debt with interest expense based on the coupon rate of 5.5%. Adjustment to net
loss to account for the interest expense amounted to $9.2 million of which $4.5
million and $4.7 million relates to Kinross and Echo Bay, respectively for the
year ended December 31, 2002.
In addition, under CDN GAAP (prior to January 1, 2002), the unrealized
foreign exchange gains and losses on the Canadian dollar denominated debentures
are deferred and amortized over the term of the debentures. Effective January 1,
2002, CDN GAAP no longer permits the deferral of unrealized foreign exchange
gains and losses on the debt component of the debentures. Under U.S. GAAP, these
gains and losses are recognized in income along with exchange gains and losses
related to the portion of the convertible debentures included in equity under
CDN GAAP. For the year ended December 31, 2002, net loss is increase by $0.3
million to recognize the foreign exchange losses in respect of Kinross.
(c) On January 1, 2001, FASB Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"), and the
corresponding amendments under FASB Statement No. 138 ("SFAS 138") were adopted
for purposes of U.S. GAAP. SFAS 133 requires that all derivative financial
instruments be recognized in the financial statements and measured at fair value
regardless of the purpose or intent for holding them.
F-A9
Changes in the fair value of derivative financial instruments are either
recognized periodically in income or shareholders' equity (as a component of
other comprehensive income), depending on whether the derivative is being used
to hedge changes in fair value or cash flows. SFAS 138 amends certain provisions
of SFAS 133 to clarify four areas causing difficulties in implementation. For
derivatives designated as cash flow hedges, the effective portions of changes in
fair value of the derivative are reported in other comprehensive income and are
subsequently reclassified into other income when the hedged item affects other
income. Changes in fair value of the derivative instruments used as economic
instruments and ineffective portions of hedges are recognized in other income in
the period incurred.
Under CDN GAAP, unrealized gains, losses, revenues and expenses
associated with derivative financial instruments designated as hedges of
anticipated transactions are accounted for off balance sheet until recorded in
income as an adjustment to the underlying hedged item and realized gains and
losses on derivative financial instruments hedging anticipated transactions are
deferred and recognized in income when the underlying hedged item is recorded.
Option premiums for purchased options in hedging relationships are deferred and
recognized in income as an adjustment to the underlying hedged item. Derivatives
that are not designated in a hedging relationship are carried at fair value,
consistent with U.S. GAAP requirements. U.S. GAAP differences relate primarily
to the recognition of the balance sheet fair value of derivatives in hedging
relationships and the associated other comprehensive income and ineffectiveness
amounts for those same derivatives.
The increase to the net loss of $0.4 million is comprised of an increase
in fair value of derivative financial instruments in designated hedging
relationships of $2.0 million in respect of Kinross and $0.8 million in respect
of Echo Bay and a decrease in fair value of $3.2 million for TVX for the year
ended December 31, 2002.
(d) The effect of adjustments on minority interests and participation
rights made to TVX Gold Inc.'s financial statements to comply with U.S. GAAP.
(e) To account for the tax impact of adjustments made by TVX to comply
with U.S. GAAP. Effective January 1, 2000, the liability method of accounting
for income taxes was adopted for CDN GAAP.
(f) In accordance with CDN GAAP, certain long-term foreign exchange
contracts are considered to be hedges of the cost of goods to be purchased in
foreign currencies in future periods. Gains and losses related to changes in
market values of such contracts are recognized as a component of the cost of
goods when the related hedged purchases occur. Under U.S. GAAP, foreign exchange
contracts would be carried at market value and changes included in current
earnings.
The reduction in net loss of $0.4 million relates to Echo Bay for the
year ended December 31,2002.
(g) Under CDN GAAP, the cost of the Echo Bay common shares acquired on
the exchange is recorded at the values of the securities given up. Since the
fair value of the capital securities given up approximated their carrying value,
no gain was recorded under CDN GAAP. Under U.S. GAAP they are recorded at their
fair value at the time of the exchange. As a result, a gain of $42.5 million was
recorded under U.S. GAAP.
(h) Under Canadian income tax legislation, a company is permitted to
issue shares whereby the company agrees to incur qualifying expenditures and
renounce the related income tax deductions to the investors. Kinross has
accounted for the issue of flow-through shares using the deferral method in
accordance with CDN GAAP. At the time of issue the funds received are recorded
as share capital. For U.S. GAAP purposes the premium paid in excess of the
market. value is credited to other liabilities and included in income over the
period in which the Company incurs the qualified expenditures. The adjustment
made to income accordingly to comply with U.S. GAAP amounts to $1.1 million for
the year ended December 31, 2002 and relates to Kinross.
(i) In accordance with CDN GAAP, the loss on the retirement of capital
securities of Echo Bay was recorded proportionately between interest expense and
deficit based on the debt and equity classifications of the capital securities.
Under U.S. GAAP, the entire net loss of $136.9 million relating to Echo Bay
was recorded as an extraordinary expense item in 2002.
For purposes of preparing these proforma financial statements only, it is
assumed that SFAS 145 has been adopted. Therefore, this loss is no longer
treated as an extraordinary item under U.S. GAAP but forms part of the
determination of net income (loss) from operations. This loss has been treated
as such in the U.S. GAAP pro-forma reconcilation.
F-A10
KINROSS GOLD CORPORATION
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN MILLIONS OF U.S. DOLLARS) (UNAUDITED)
AS AT AS AT
SEPTEMBER 30 DECEMBER 31
2003 2002
---------------- ----------------
ASSETS
Current assets
Cash and cash equivalents $ 141.2 $ 170.6
Restricted cash 5.2 21.1
Accounts receivable and other assets 27.0 15.5
Inventories 98.2 38.9
Marketable securities 1.6 0.1
---------------- ----------------
273.2 246.2
Property, plant and equipment 811.7 330.0
Goodwill 888.6 -
Long - term investments 31.1 11.8
Future income and mining taxes 16.2 -
Deferred charges and other assets 33.5 10.0
---------------- ----------------
$ 2,054.3 $ 598.0
================ ================
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities $ 87.3 $ 35.5
Current portion of long - term debt 19.6 23.3
Current portion of site restoration cost accruals 11.5 15.0
---------------- ----------------
118.4 73.8
Long-term debt 11.1 12.9
Site restoration cost accruals 106.6 42.0
Future income and mining taxes 44.6 3.3
Deferred revenue 2.8 4.5
Other long-term liabilities 6.4 5.5
Debt component of convertible debentures - 21.7
Redeemable retractable preferred shares 2.8 2.5
---------------- ----------------
292.7 166.2
---------------- ----------------
CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY 12.6 12.9
---------------- ----------------
COMMON SHAREHOLDERS' EQUITY
Common share capital 1,747.2 1,058.5
Contributed surplus 29.4 12.9
Equity component of convertible debentures - 132.3
Deficit (29.0) (761.4)
Cumulative translation adjustments 1.4 (23.4)
---------------- ----------------
1,749.0 418.9
---------------- ----------------
$ 2,054.3 $ 598.0
================ ================
F-B1
KINROSS GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(EXPRESSED IN MILLIONS OF U.S. DOLLARS) (UNAUDITED)
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------
2003 2002
------------- -------------
REVENUE
Mining revenue $ 428.6 $ 184.5
Interest and other income 5.2 13.7
Mark-to-market gain (loss) on call options 0.3 (1.9)
------------- -------------
434.1 196.3
------------- -------------
EXPENSES
Operating 301.4 126.9
General and administrative 16.5 8.0
Exploration and business development 18.7 6.5
Depreciation, depletion and amortization 108.5 61.3
Loss (gain) on sale of assets 0.2 (2.0)
Loss on redemption of convertible debentures 1.1 -
Foreign exchange (gain) loss (0.8) 3.0
Interest expense on long-term liabilities 3.1 4.0
Writedown of marketable securities 0.1 -
------------- -------------
448.8 207.7
------------- -------------
(14.7) (11.4)
Minority interest (0.1) -
Share in loss of investee companies - (0.6)
------------- -------------
LOSS BEFORE TAXES AND DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF SUBSIDIARY COMPANY (14.8) (12.0)
PROVISION FOR INCOME AND MINING TAXES (7.1) (4.7)
------------- -------------
LOSS FOR THE PERIOD BEFORE DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF SUBSIDIARY COMPANY (21.9) (16.7)
DIVIDENDS ON CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY (0.6) (1.3)
------------- -------------
NET LOSS FOR THE PERIOD $ (22.5) $ (18.0)
============= =============
ATTRIBUTABLE TO COMMON SHAREHOLDERS:
NET LOSS FOR THE PERIOD $ (22.5) $ (18.0)
INCREASE IN EQUITY COMPONENT OF CONVERTIBLE DEBENTURES (6.5) (5.5)
GAIN ON REDEMPTION OF CONVERTIBLE DEBENTURES 16.5 -
------------- -------------
NET LOSS ATTRIBUTABLE TO COMMON SHARES $ (12.5) $ (23.5)
============= =============
LOSS PER SHARE
Basic and diluted $ (0.04) $ (0.20)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 297.4 118.2
TOTAL ISSUED AND OUTSTANDING COMMON SHARES AS OF SEPTEMBER 30 338.4 119.5
F-B2
KINROSS GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(EXPRESSED IN MILLIONS OF U.S. DOLLARS) (UNAUDITED)
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------------
2003 2002
-------------- --------------3
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES:
OPERATING:
Loss for the period before dividends on convertible preferred
shares $ (21.9) $ (16.7)
Items not affecting cash:
Depreciation, depletion and amortization 108.5 61.3
Future income and mining taxes (4.7) -
Deferred revenue realized (1.7) (3.8)
Site restoration cost accruals 6.1 2.3
Other 6.0 (0.8)
-------------- --------------
92.3 42.3
Site restoration cash expenditures (9.8) (5.0)
Changes in non-cash working capital items
Accounts receivable and other assets 18.9 5.9
Inventories (7.3) (2.7)
Marketable securities 1.1 2.5
Accounts payable and accrued liabilities (21.6) 3.1
Effect of exchange rate changes on cash 8.1 2.4
-------------- --------------
CASH FLOW PROVIDED FROM OPERATING ACTIVITIES 81.7 48.5
-------------- --------------
FINANCING:
Issuance of common shares 150.9 19.5
Redemption of convertible debentures (144.8) -
Acquisition of preferred shares of subsidiary company (0.2) (11.4)
Reduction of debt component of convertible debentures (4.2) (3.8)
Repayment of debt (10.0) (12.4)
-------------- --------------
CASH FLOW PROVIDED FROM (USED IN) FINANCING ACTIVITIES (8.3) (8.1)
-------------- --------------
INVESTING:
Additions to property, plant and equipment (52.3) (18.1)
Business acquisitions, net of cash acquired (81.4) -
Long-term investments and other assets (6.7) 2.1
Proceeds from the sale of property, plant and equipment 0.2 0.6
Decrease (increase) in restricted cash 37.4 (21.5)
-------------- --------------
CASH FLOW USED IN INVESTING ACTIVITIES (102.8) (36.9)
-------------- --------------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (29.4) 3.5
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 170.6 81.0
-------------- --------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 141.2 $ 84.5
============== ==============
Supplementary disclosure of cash flow information:
Cash paid for: Interest $ 6.4 $ 4.9
Income taxes $ 5.5 $ 3.7
F-B3
KINROSS GOLD CORPORATION
CONSOLIDATED STATEMENT OF COMMON SHAREHOLDERS EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(EXPRESSED IN MILLIONS OF U.S. DOLLARS) (UNAUDITED)
CUMULATIVE
COMMON CONTRIBUTED CONVERTIBLE TRANSLATION
SHARES SURPLUS DEBENTURES DEFICIT ADJUSTMENTS TOTAL
----------- ------------- ------------- ----------- ------------- -----------
BALANCE, DECEMBER 31, 2002 $ 1,058.5 $ 12.9 $ 132.3 $ (761.4) $ (23.4) $ 418.9
Reduction of stated capital (761.4) - - 761.4 - -
Issuance of common shares 1,450.1 - - - - 1,450.1
Increase in equity component of
convertible debentures - - 6.7 (6.5) - 0.2
Redemption of convertible debentures - 16.5 (139.0) - - (122.5)
Net loss for the period - - - (22.5) - (22.5)
Cumulative translation adjustments - - - - 24.8 24.8
----------- ------------- ------------- ----------- ------------- -----------
BALANCE, SEPTEMBER 30, 2003 $ 1,747.2 $ 29.4 $ - $ (29.0) $ 1.4 $ 1,749.0
=========== ============= ============= =========== ============= ===========
BALANCE, DECEMBER 31, 2001 $ 945.7 $ 12.9 $ 124.8 $ (723.2) $ (28.6) $ 331.6
Issuance of common shares 19.6 - - - - 19.6
Increase in equity component of
convertible debentures - - 5.6 (5.5) - 0.1
Net loss for the period - - - (18.0) - (18.0)
Cumulative translation adjustments - - - - 3.7 3.7
----------- ------------- ------------- ----------- ------------- -----------
BALANCE, SEPTEMBER 30, 2002 $ 965.3 $ 12.9 $ 130.4 $ (746.7) $ (24.9) $ 337.0
=========== ============= ============= =========== ============= ===========
F-B4
KINROSS GOLD CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(ALL DOLLAR AMOUNTS ARE EXPRESSED IN MILLIONS OF U.S. DOLLARS,
EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
1. BASIS OF PRESENTATION
The interim consolidated financial statements (the "financial statements") of
Kinross Gold Corporation (the "Company") have been prepared in accordance with
the accounting principles and methods of application disclosed in the
consolidated financial statements for the year ended December 31, 2002, except
for those indicated below.
The accompanying interim unaudited consolidated financial statements include all
adjustments that are, in the opinion of management, necessary for a fair
presentation. These financial statements do not include all disclosures required
by Canadian Generally Accepted Accounting Principles ("CDN GAAP") for annual
financial statements and accordingly the financial statements should be read in
conjunction with the financial statements and notes thereto contained in the
Company's annual report for the year ended December 31, 2002.
2. NEW PRONOUNCEMENTS
In 2003, the Accounting Standards Board of CICA issued Accounting Guideline No.
14 - Disclosure of Guarantees, which is effective for financial periods ending
after December 15, 2002. The guideline requires the disclosure of guarantees
including indemnification pursuant to contractual arrangement.
For the nine months ended September 20, 2003, the Company had no contracts or
obligations that qualified as a guarantee under ACG -14.
3. FINANCIAL INSTRUMENTS
The Company manages its exposure to fluctuations in commodity prices, foreign
exchange rates and interest rates by entering into derivative financial
instrument contracts in accordance with the formal risk management policy
approved by the Company's Board of Directors. The Company does not hold or issue
derivative contracts for speculative or trading purposes.
Realized and unrealized gains or losses on derivative contracts, that qualify
for hedge accounting, are deferred and recorded in income when the underlying
hedged transaction is recognized. Gains on the early settlement of gold hedging
contracts are recorded as deferred revenue on the balance sheet and included in
income over the original delivery schedule of the hedged production.
Premiums received at the inception of written call options are recorded as a
liability. Changes in the fair value of the liability are recognized currently
in earnings. For the nine months ended September 30, 2003, the mark-to-market
adjustments decreased the liability by $0.3 million (2002 - 1.9 million)
4. STOCK OPTIONS
The Company's stock option plan is described in note 14 of the consolidated
financial statements for the year ended December 31, 2002. The Company has
elected not to use the fair value method of accounting for stock options. As a
result, the Company does not recognize compensation expense nor the fair value
of the options issued to its employees. No stock-based awards are made available
to non-employees.
Had compensation expense for the stock-based compensation plans been determined
based upon the fair value method of accounting for awards granted on or after
January 1, 2002, pro forma net loss attributable to common shares would have
amounted to $12.6 million (2002 - $23.6 million) and pro forma EPS would have
remained at a loss of $0.04 per share for the nine month period ended September
30, 2003 (2002 - $0.20). In the third quarter of 2003 pro forma net earnings
attributable to common shares would have amounted to $8.1 million (2002 - loss
of $7.1 million) and pro forma earnings per share would have remained at $0.03
(2002 - Loss of $0.06). The fair value of the options granted during the nine
month period ended September 30, 2003 is estimated to be $0.5 million (2002 -
$0.1 million). The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option pricing model with the following weighted
average assumption used for grants in the nine month period ended September 30,
2003: dividend yield of 0.0%, expected volatility of 69.9%, risk-free interest
rate of 2.75% and expected lives of 5 years. The Company has not included those
options outstanding on the date of adoption of this new recommendation in the
calculation if its pro forma earnings per share for the period.
5. SEGMENTED INFORMATION
The Company operates six gold mines and has a significant interest in five joint
ventures. In addition the Company has an 89.2% interest in E-Crete, a producer
of aerated concrete, and several other gold mining assets in various stages of
reclamation, closure, care and maintenance and development and two corporate
offices in Canada and the United States. As of December 31, 2001, the Company no
longer consolidates the Zimbabwe operation as a result of the political
situation in that country. As the products and services in each of the
reportable segments, except for the corporate activities, are essentially the
same, the reportable segments have been determined at the level where decisions
are made on the allocation of resources and capital, and where complete internal
financial statements are available.
F-B5
AS AT SEPTEMBER 30, 2003 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003:
DEPRECIATION, SEGMENT
OWNERSHIP MINING OPERATING INTEREST INTEREST DEPLETION AND PROFIT SEGMENT CAPITAL
LOCATION INTEREST REVENUE COSTS REVENUE EXPENSE AMORTIZATION (LOSS) ASSETS EXPENDITURES
---------- ---------- --------- ----------- ---------- ---------- -------------- --------- ------- --------------
OPERATED BY KINROSS (A)
Fort Knox Alaska 100% $105.0 73.7 $ - $ 0.7 $ 28.4 $ 0.5 $ 256.0 $ 19.2
Kubaka Russia 98.10% 43.3 22.7 0.1 0.1 12.9 7.3 63.1 0.6
Round Mountain Nevada 50% 97.8 54.8 - - 25.1 16.5 124.8 4.7
Lupin Nunavut 100% 23.8 32.2 - - 3.3 (12.3) 30.0 4.7
New Britannia Manitoba 50% 9.8 8.9 - - 3.8 (3.5) 18.3 0.9
JOINT VENTURE PARTICIPANT
La Coipa Chile 50% 33.4 25.7 - - 4.4 2.1 56.6 0.4
Crixas Brazil 50% 22.3 7.3 0.6 - 7.1 7.3 58.0 1.8
Brasilia Brazil 49% 23.3 14.4 0.7 - 4.0 6.3 132.7 3.4
Musselwhite Ontario 32% 16.0 12.1 - - 5.7 (3.0) 71.4 1.8
Porcupine Ontario 49% 61.0 41.5 - - 17.7 0.1 83.4 5.8
OTHER
E - Crete Arizona 90% - 1.8 - 0.2 0.4 (2.0) 7.9 -
Corporate and
other (b) (7.1) 6.3 1.5 2.1 (4.3) (32.6) 1,152.1 9.0
--------------------------------------------------------------------------------------------
Total $428.6 $301.4 $ 2.8 $ 3.1 $ 108.5 $ (13.3) $2,054.3 $ 52.3
--------------------------------------------------------------------------------------------
AS AT SEPTEMBER 30, 2002 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002:
DEPRECIATION, SEGMENT
OWNERSHIP MINING OPERATING INTEREST INTEREST DEPLETION AND PROFIT SEGMENT CAPITAL
LOCATION INTEREST REVENUE COSTS REVENUE EXPENSE AMORTIZATION (LOSS) ASSETS EXPENDITURES
---------- ---------- --------- ----------- ---------- ---------- -------------- --------- ------- --------------
OPERATED BY KINROSS
Fort Knox Alaska 100% $ 92.6 $ 72.8 $ - $ 1.2 $ 37.1 $ (19.4) $ 279.9 $ 12.0
Kubaka Russia 98.10% 47.1 20.6 0.2 0.2 13.9 13.2 61.4 0.1
Hoyle Pond Ontario 100% 43.7 27.9 - 13.0 1.5 84.0 5.0
Other
E - Crete Arizona 86% - 2.2 - 0.4 1.0 (3.3) 8.3 0.5
Corporate and
other (b) 1.1 3.4 1.0 2.2 (3.7) (5.4) 98.8 0.5
--------------------------------------------------------------------------------------------
Total $184.5 $126.9 $ 1.2 $ 4.0 $ 61.3 $ (13.4) $ 532.4 $ 18.1
--------------------------------------------------------------------------------------------
(a) includes $95.0 million (2002 - $78.9 million) in cash and cash equivalents held at the Corporate level.
(b) includes Corporate and other non-core mining operations.
F-B6
RECONCILIATION OF REPORTABLE OPERATING SEGMENT LOSS TO NET LOSS FOR THE PERIOD:
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------
2003 2002
------------ -----------
Segment loss $ 19.3 $ (8.0)
Add (deduct) items not included in segment (loss) profit:
Corporate and other (32.6) (5.4)
------------ -----------
(13.3) (13.4)
(Loss) gain on sale of assets (0.2) 2.0
Minority interest (0.1) -
Writedown of marketable securities (0.1) -
Loss on redemption of convertible debentures (1.1) -
Share in loss of investee companies - (0.6)
Provision for income taxes (7.1) (4.7)
Dividends on convertible preferred shares of subsidiary company (0.6) (1.3)
------------ -----------
Net loss for the period $ (22.5) $ (18.0)
============ ===========
ENTERPRISE WIDE DISCLOSURE:
GEOGRAPHIC INFORMATION:
MINING REVENUES MINERAL PROPERTIES,
NINE MONTHS ENDED PLANT AND EQUIPMENT
SEPTEMBER 30 SEPTEMBER 30
------------------------- --------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
United States $ 202.8 $ 90.2 $ 345.4 $ 244.8
Russia 43.3 47.0 12.8 15.9
Chile 33.4 3.1 46.2 -
Brazil 45.6 - 166.0 -
Other - - 5.2 5.2
------------ ------------ ------------ ------------
Total foreign 325.1 140.3 575.6 265.9
Canada 103.5 44.2 236.1 82.6
------------ ------------ ------------ ------------
Total foreign $ 428.6 $ 184.5 $ 811.7 $ 348.5
============ ============ ============ ============
6. EARNINGS (LOSS) PER SHARE
(Loss) earnings per share ("EPS") has been calculated using the weighted average
number of shares outstanding during the period. Diluted EPS is calculated using
the treasury stock method. The calculation of diluted earnings per share assumes
that the options, common share purchase warrants, convertible debentures,
redeemable retractable preferred shares and convertible preferred shares of
subsidiary company were exercised or converted at the beginning of the period,
or time of issue, if later. Exercise or conversion of the options, common share
purchase warrants, convertible debentures, redeemable retractable preferred
shares and convertible preferred shares of subsidiary company would have had no
dilutive effect for the nine month periods ended September 30, 2003 and 2002.
The average price of the common shares during the nine-month period was $6.80
(2002 - $5.05).
F-B7
7. CONVERTIBLE DEBENTURES
On September 29, 2003, the Company redeemed all of its unsecured subordinated
convertible debentures ("Debentures") for a cost of approximately $144.8 million
(Cdn $195.6 million). The cost represented repayment of principal plus accrued
interest.
These Debentures bore interest at 5.5% per annum, were to mature on December 5,
2006 and, at the holders' option were convertible into common shares of the
Company at a conversion price of Cdn $40.05 per share.
The Debentures were being accounted for in accordance with their substance and
were presented in the financial statements in their debt and equity component
parts, measured at their respective fair values at the time of issue.
The cost of redemption was allocated based on their respective fair values of
the components at the date of redemption. The redemption of the Debentures
resulted in a loss on redemption of the debt component of the Debentures of
approximately $1.1 million and a net gain on redemption of the equity component
of the Debentures of approximately $16.5 million. The loss on the debt component
has been charged against income and the gain on the equity component has been
accounted for as an increase to contributed surplus.
8. BUSINESS ACQUISITIONS
(a) On January 28, 2003, the shareholders of the Company approved the
consolidation of the issued and outstanding common shares of the Company on the
basis of one consolidated common share for each three old common shares. At the
same meeting, the shareholders of the Company approved the elimination of the
Company's deficit balance at December 31, 2002 of $761.4 million through a
reduction of the Company's stated share capital account.
On January 28, 2003, the Company approved the issuance of that number of common
shares of the Company necessary to effect a combination with Echo Bay Mines Ltd.
("Echo Bay") and TVX Gold Inc. ("TVX"). The combination was carried out as a
plan of arrangement whereby each holder of TVX common shares received 2.1667
common shares of the Company. Also pursuant to the arrangement, shareholders of
Echo Bay received 0.1733 common shares of the Company for each Echo Bay common
share. The exchange ratio reflects the three for one consolidation of the
Company's common shares described above. The Company issued 177.8 million common
shares to the shareholders of Echo Bay (other than itself) and TVX with an
aggregate fair value of $1,269.8 million with respect to these acquisitions.
In a separate transaction, TVX acquired Newmont Mining Corporation's 50%
non-controlling interest in the TVX Newmont Americas joint venture ("TVX Newmont
JV") for an aggregate purchase of $180.0 million. The purchase price was
satisfied using TVX's available cash of $85.5 million and cash advanced by the
Company to TVX of $94.5 million.
Upon completion of the arrangement and TVX's purchase of Newmont's interest in
the TVX Newmont JV, the Company owns all of the outstanding TVX common shares
and Echo Bay common shares and owns, indirectly, all of the TVX Newmont JV. TVX
holds interests in various operating mines around the world, including, those
held through its 50% controlling interest in the TVX Newmont JV. The underlying
operating mines in the TVX Newmont JV are located in Canada, Brazil, and Chile.
The production from the TVX Newmont JV in 2002 was 473,602 ounces of gold
equivalent.
Echo Bay holds interests in various operating mines in Canada and the United
States. Echo Bay's share of production from these mines in 2002 was 522,208
ounces of gold equivalent.
The acquisitions have been accounted for using the purchase method of accounting
in accordance with both sections 1581 "Business Combinations," of the CICA
Handbook for the purposes of CDN GAAP and Statement of Financial Accounting
Standards ("SFAS") 141, "Business Combinations," for the purposes of United
States generally accepted accounting principles ("U.S. GAAP"). Pursuant to the
purchase method of accounting under both CDN and U.S. GAAP, the TVX and Echo Bay
identifiable assets acquired and liabilities assumed have been recorded at their
fair values as of the effective date of the acquisition. The excess of the
purchase price over such fair value has been recorded as goodwill. In accordance
with CICA Handbook Section 3062, "Goodwill and Other Intangible Assets", for
purposes of CDN GAAP, and SFAS 142, "Goodwill and Other Intangible Assets", for
purposes of U.S. GAAP, goodwill will be assigned to specific reporting units and
will not be amortized.
The goodwill resulting from the preliminary purchase price allocation is $888.6
million. The purchase price allocation is preliminary as the Company is
currently in the process of estimating the fair values of the acquired property,
plant and equipment based on the quantity of proven and probable reserves and
undeveloped mineral interests at each site and the estimated future production
costs and capital expenditures required to produce the reserve material and the
replacement cost of land, buildings and equipment; the estimation of the fair
values of other long-term liabilities for reclamation and remediation
liabilities; and estimating the fair value of mining royalty properties and
other based on the expected returns on those royalties. The determination of
these fair values is expected to be completed in the fourth quarter of 2003.
Goodwill is subject to a determination of fair values and will be reviewed for
possible impairment at least annually or more frequently upon the occurrence of
certain events or when circumstances indicate the reporting unit's carrying
value, including goodwill that was allocated to it, is greater than its fair
value. Kinross has not determined if a goodwill impairment exists and expects to
make that determination annually, or more frequently as circumstances dictate,
in accordance with CDN and U.S. GAAP.
F-B8
The fair values of the assets and liabilities of Echo Bay and TVX and the
preliminary allocation of the purchase consideration are as follows:
IN MILLIONS EXCEPT SHARE PRICE
AND NUMBER OF SHARES
ECHO BAY TVX
--------------- ----------------
Calculation of preliminary allocation of purchase price:
Common shares of the Company issued to the Echo Bay and TVX shareholders 93,820,424 93,930,887
The average closing market price of the Company's shares over the
four trading days from June 6 through June 11, 2002 $ 7.14 $ 7.14
--------------- ----------------
Fair value of the Company's common stock issued 669.9 670.7
Plus - fair value of warrants and options to be assumed by the Company
(100% vested) 22.5 6.8
Plus - direct acquisition costs incurred by the Company 6.1 6.1
Less - the Company's previous 10.6% ownership interest in Echo Bay (63.8) -
--------------- ----------------
Total purchase price 634.7 683.6
Plus - fair value of liabilities assumed by the Company
Accounts payable and accrued liabilities 21.8 38.1
Current portion of site restoration cost accruals 2.5 1.1
Long-term debt (including current portion) - 2.1
Site restoration cost accruals 42.4 12.9
Future income tax liabilities 1.0 42.0
Other long-term liabilities - 8.1
Liability with respect to TVX Newmont JV assets acquired - 94.5
Less - fair value of assets acquired by the Company
Cash (16.4) (27.8)
Short-term investments (1.9) (0.5)
Accounts receivable and other assets (2.8) (20.4)
Inventories (19.9) (20.7)
Prepaid expense and other (2.7) (2.5)
Properties, plant and equipment (169.6) (337.8)
Restricted cash (10.1) (11.3)
Future income tax assets - (13.8)
Other non-current assets (24.9) (13.1)
--------------- ----------------
Residual purchase price allocated to non-amortizable goodwill $ 454.1 $ 434.5
=============== ================
F-B9
(b) On December 5, 2002, the Company entered into purchase agreements with
four of the five Russian shareholders (holding in aggregate 44.17% of the shares
of Omolon Gold Mining Corporation ("Omolon")). The four shareholders agreed to
tender their shares in Omolon and Omolon agreed to pay $44.7 million including
legal fees for said shares. As at March 31, 2003, the Company owns 98.1% of
Omolon.
The fair value of the assets and liabilities of the recently acquired
45.3% interest in Omolon and the allocation of the purchase consideration
are as follows:
IN MILLIONS EXCEPT
SHARE PRICE AND
NUMBER OF SHARES
Fair value of assets acquired by the Company:
Cash $ 26.1
Accounts receivable 2.9
Inventories 12.3
Property, plant and equipment 13.8
Other non-current assets 1.9
Less - fair value of liabilities assumed by the Company
Accounts payable and accrued liabilities (5.7)
Current portion of site restoration cost accruals (0.2)
Long-term debt (including current portion) (2.2)
Site restoration obligations (3.2)
Non-controlling interest (1.0)
------------------
Total cash consideration $ 44.7
==================
Financed by:
Cash (including cash acquired - $26.1 million) $ 44.7
==================
The combination of the Company, Echo Bay and TVX was effective on January 31,
2003. If the combination had been effective as of January 1, 2003, the pro forma
revenues of the Company for the nine month period ending September 30, 2003,
would have been increased by $28.9 million to $463.0 million and the net loss
would have been reduced by $3.4 million to $19.1 million for this period. These
pro forma results were adjusted to exclude the transaction costs incurred by
Echo Bay and TVX, and depreciation, depletion and amortization were calculated
based on the allocation determined in the preliminary purchase equation
pertaining to the combination. The pro forma financial information does not
purport to represent what the Company's results of operations would have been
had the acquisition occurred at the beginning of 2003 or to project the
Company's results of operations for any future periods.
9. LEGAL PROCEEDINGS AND CONTINGENCIES
DERIVATIVE ACTION
In October 1996, a shareholder derivative action was filed in the Court of
Chancery of Delaware on behalf of a shareholder of the Company, entitled HARRY
LEWIS V. MILTON H. WARD, ET AL., C.A. No. 15255-NC, against Cyprus Amax, the
directors of the Company and the Company as a nominal defendant. The complaint
alleges, among other things, that the defendants engaged in self-dealing in
connection with the Company's entry in March 1996 into a demand loan facility
provided by Cyprus Amax. The complaint seeks, among other things, a declaration
that the demand loan facility is not entirely fair to the Company and damages in
an unspecified amount. The Company subsequently filed a motion to dismiss the
action with the court. On October 30, 2003, the Court of Chancery of Delaware
granted the Company's motion to dismiss the complaint. The plaintiff has the
right to appeal the decision of the court within thirty days of the date of the
judgment. The Company believes that the complaint is without merit and will
continue to defend the matter as required.
CLASS ACTION
The Company was named as a defendant in a class action complaint filed on or
about April 26, 2002, entitled Robert A. Brown, et al. v. Kinross Gold U.S.A.,
Inc., et al., Case No. CV-S-02-0605-KJD-RJJ, brought in the United States
District Court for the District of Nevada. Defendants named in the complaint are
Kinross and its subsidiaries, Kinross Gold U.S.A., Inc. and Kinam Gold Inc., and
Robert M. Buchan, president and C.E.O. of the Company. The complaint is brought
on behalf of two potential classes, those who tendered their Kinam preferred
stock into the tender offer for the Kinam $3.75 Series B Preferred Stock made by
Kinross Gold U.S.A. and those who did not. Plaintiffs argue, among other things,
that amounts historically advanced by the Company to Kinam should be treated as
capital contributions rather than loans, that the purchase of Kinam preferred
stock from institutional investors in July 2001 was a constructive redemption of
the preferred stock, an impermissible amendment to the conversion rights of the
preferred stock, or constituted the commencement of a tender offer, that the
Company and its subsidiaries have intentionally taken actions for the purpose of
minimizing the value of the Kinam preferred stock, and that the amount offered
in the tender offer of $16.00 per share was not a fair valuation of the Kinam
preferred stock. The complaint alleges breach of contract based on the governing
provisions of the Kinam preferred stock, breach of fiduciary duties, violations
of the "best price" rule under Section 13(e) of the Securities Exchange Act of
1934, as amended, and the New York Stock Exchange rules, violations of Section
10(b) and 14(e) of the Securities Exchange Act of 1934, as amended, and Rules
10b-5 and 14c-6(a) hereunder, common law fraud based on the acts taken and
information provided in connection with the tender offer, violation of Nevada's
anti-racketeering law, and control person liability under Section 20A of the
Securities Exchange Act of 1934, as amended. A second action seeking
certification as a class action and based on the same allegations was also filed
in the United States district Court for the District of Nevada on or about May
22, 2002. It names the same parties as defendants. This action has been
F-B10
consolidated into the Brown case and the Brown plaintiffs have been designated
as lead plaintiffs. The plaintiffs seek damages ranging from $9.80 per share,
plus accrued dividends, to $39.25 per share of Kinam preferred stock or, in the
alternative, the issuance of 26.875 to 80.625 shares of the Company for each
Kinam preferred share. They also seek triple damages under Nevada statutes. The
Company brought a motion for judgment on the pleadings with respect to the
federal securities claims based on fraud. Discovery was stayed pending the
resolution of this matter. On September 29 2003, the Court ruled that plaintiffs
had failed to adequately state a federal securities fraud claim. The plaintiffs
were given an opportunity to amend the complaint to try and state a claim that
would meet the pleading standards established by the Court but, if they are
unable to do so, these claims will be dismissed. The Company believes the
complaint is without merit and anticipates continuing to vigorously defend this
litigation. There was no activity on this action in the third quarter.
LITIGATION IN GREECE
In January 2003, the Stratoni lead/zinc mine located in Greece, owned by TVX
Hellas, a subsidiary of Kinross, was shut down pending the receipt of new mining
permits. Revised permits were issued on February 18, 2003, however, operations
remain suspended as Kinross works with the Greek Government and potential
investors to determine whether this mine can be reopened under a revised
ownership structure in which the Company would hold a minority interest. If the
Company could achieve this result, the Olympias and Skouries gold projects could
also undergo similar changes in ownership. The Greek Government has undertaken
initiatives to put together a viable long-term structure for the re-opening of
the Stratoni mine, which includes a group of Greek construction companies as
well as local Prefectural and Municipal Authorities. As part of the overall
agreement, it would be the Company's intention to contribute 10 million euros
towards the support of the new plan. For the transitional period and until the
undertaking of the mines by the new structure, Kinross has pledged to the Greek
Government that it will maintain the operation of the water treatment plant for
the protection of the environment, thus safeguarding public health and safety in
the region. In the meantime, as a protective measure, Kinross has commenced
proceedings in Greece to place TVX Hellas, which holds all of the Greek
properties, into bankruptcy. In response, an action has been launched by various
unions against TVX Hellas, in the Greek courts, in respect of unpaid wages since
the suspension of operations in January 2003.
THE HELLENIC GOLD PROPERTIES LITIGATION
The Ontario Court (General Division) issued its judgment in connection with the
claim against TVX by three individuals (collectively the "Alpha Group") on
October 14, 1998 relating to TVX's interest in the Hellenic Gold Mining assets
in Greece. The Court rejected full ownership and monetary damages claims but did
award the Alpha Group a 12% carried interest and the right to acquire a further
12% participating interest in the Hellenic Gold Assets. TVX filed a notice to
appeal and the Alpha Group filed a notice of cross appeal.
Subsequent to the trial decision in October, 1998, TVX received notification of
two actions commenced by 1235866 Ontario Inc. ("1235866"), the successor to
Curragh Inc., Mineral Services Limited and Curragh Limited, against the Alpha
Group, and others, in Ontario and English Courts, in relation to the claim by
the Alpha Group against TVX for an interest in the Hellenic gold mines. On July
28, 1999 TVX entered into an agreement with 1235866 to ensure that these new
claims would not result in any additional diminution of TVX's interest in the
Hellenic gold mines. 1235866 agreed not to pursue any claim against TVX for an
interest in the Hellenic Gold Properties beyond the interest awarded to the
Alpha Group by the courts. In the event that 1235866 is successful in its claim
against the Alpha Group, 1235866 would be entitled to a 12% carried interest as
defined in the agreement and the right to acquire a 12% participating interest
upon payment of 12% of the aggregate amounts expended by TVX and its
subsidiaries in connection with the acquisition, exploration, development and
operation of the Hellenic Gold Properties up to the date of exercise. The TVX
appeal, the Alpha Group cross appeal and a motion by 1235866 were all heard on
February 17, 18 and 25, 2000. By judgment released June 1, 2000, the Court of
Appeal, while partially granting the TVX appeal, upheld the trial decision and
rejected the Alpha Group cross appeal. The Court also rejected the motion of
1235866 for a new trial. As a result, TVX holds, as constructive trustee, a 12%
carried interest and a right to acquire 12% participating interest in the
Hellenic Gold Properties upon the payment of costs associated with that
interest. The action by 1235866 against the Alpha Group continues. TVX and the
Alpha Group have been unable to agree on the definition and application of the
12% carried interest and the right to acquire a 12% participating interest in
the Hellenic Gold Properties awarded to Alpha Group in the trial judgment.
Accordingly, in June 2001, a new action was commenced between the Alpha Group
and TVX to clarify the award. TVX anticipates that the hearing with respect to
such matter may be held in 2005.
RUSSIA
The Company recently received notice that local taxation authorities in Russia
are seeking a reassessment of the tax paid on the Company's Russian operations
in the approximate amount of $8.5 million, which includes penalties and
interest. The notice challenges certain deductions taken by the Company and tax
concessions relating to tax returns filed by the Company in prior years. The
Company believes its interpretation of the tax regulations is correct and has
lodged a complaint with the Regional Tax Inspection and filed claims in the
Magadan Arbitrage court refuting the findings of the city tax inspection. After
failing to receive a reply from the Regional Tax Inspection, the Company has
lodged a complaint with the Federal Ministry of Taxation. In addition, the
Company is attempting to change the jurisdiction of the action from the Magadan
Arbitration court to the Moscow arbitration court. The Company will continue to
oppose the reassessment vigorously.
CHILE
The Company's 100% owned Chilean mining company, Compania Minera Kinam Guanaco
("CMKG") received a tax reassessment from the Chilean IRS. The reassessment, in
the amount of $6.7 million, disallows certain deductions utilized by a third
party. The Company believes this reassessment will be resolved with no material
adverse affect to the financial position, results of operations or cash flows of
the Company. The third party has indemnified the Company for any amount in
excess of the claim. There was no activity on this reassessment during the third
quarter.
SUMMA
In September 1992, Summa Corporation ("Summa") commenced a lawsuit against Echo
Bay Exploration Inc. and Echo Bay Management Corporation (together, the
"Subsidiaries"), indirect subsidiaries of Echo Bay, alleging improper deductions
in the calculation of royalties payable over several years of production at
McCoy/Cove and another mine, which is no longer in operation. The matter was
tried in the Nevada State Court in April 1997, with Summa claiming more than $13
million in damages, and, in September 1997, judgment was rendered for the
Subsidiaries. The decision was appealed by Summa to the Supreme Court of Nevada,
which in April 2000 reversed the decision of the trial court and remanded the
case back to the trial court for "a calculation of the appropriate [royalties]
in a manner not inconsistent with this order." The case was decided by a panel
comprised of three of the seven Justices of the Supreme Court of Nevada and the
Subsidiaries petitioned that panel for a rehearing. The petition was denied by
the three-member panel on May 15, 2000 and remanded to the lower court for
consideration of other defenses and arguments put forth by the Subsidiaries. The
Subsidiaries filed a petition for a hearing before the full Supreme Court and on
December 22, 2000, the Court recalled its previous decision. Both the
Subsidiaries and their counsel believe that grounds exist to modify or reverse
the decision. Echo Bay has $1.5 million accrued related to this litigation. If
the appellate reversal of the trial
F-B11
decision is maintained and the trial court, on remand, were to dismiss all of
the Subsidiaries' defenses, the royalty calculation at McCoy/Cove would change
and additional royalties would be payable. Neither Echo Bay, nor counsel to the
Subsidiaries, believe it is possible to quantify the precise amount of liability
pursuant to a revised royalty calculation.
HANDY AND HARMAN
On March 29, 2000, Handy & Harman Refining Group, Inc., which operated a
facility used by Echo Bay for the refinement of dore bars, filed for protection
under Chapter 11 of the U.S. Bankruptcy Code. Echo Bay filed a claim for gold
and silver accounts at this refining facility with an estimated market value of
approximately $2.8 million at the time the shipments were made. $0.6 million of
this amount was on behalf of Case, Pomeroy & Company, Inc. ("Case Pomeroy"), who
owned a 25 percent interest in the Round Mountain mine at the time of the
bankruptcy filing. Echo Bay fully provided for its net claim of $2.2 million as
unrecoverable. Further, in March 2002, the liquidating trustee for Handy &
Harman commenced a series of adversary proceedings against numerous creditors,
including two of Echo Bay's subsidiaries, alleging that certain creditors
received preferential payments in metal or otherwise. The preferential payment
claims against the Echo Bay's subsidiaries approximated $9.0 million.
In October 2003, a settlement was reached between the liquidating trustee, Echo
Bay, Homestake Mining Company, a subsidiary of Barrick Gold Corporation
("Barrick") and Case Pomeroy. Under the terms of the settlement, the liquidating
agent will receive payments of $0.2 million from Homestake and $0.1 million from
Echo Bay. The liquidating agent agrees to release Kinross and Barrick from any
and all future claims. In addition, Echo Bay agrees to waive the $2.8 million
claim against the refinery and to pay $0.2 million to Case Pomeroy in settlement
of their share of the claim.
OTHER
In November 2001, two former employees of Echo Bay brought a claim against Echo
Bay pursuant to the Class Proceedings Act (British Columbia) as a result of the
temporary suspension of operations at Echo Bay's Lupin mine in the spring of
1998 and the layoff of employees at that time. On August 12, 2002, the Supreme
Court of British Columbia dismissed Echo Bay's application for a declaration
that British Columbia did not have jurisdiction in connection with this claim or
in the alternative, that the Court should decline jurisdiction. Echo Bay
appealed this decision. On April 4, 2003, the appeal was heard by the Court of
Appeal for British Columbia. On May 16, 2003, in a unanimous decision, the Court
of Appeal allowed the Company's appeal and service was set aside on the basis
that British Columbia does not have jurisdiction in connection with this claim.
In addition the court ordered the former employees to reimburse Echo Bay for
costs associated with the appeal and the Supreme Court of British Columbia
proceedings. On August 18, 2003, counsel for the former employees filed an
application for leave to appeal to the Supreme Court of Canada. Although the
outcome cannot be predicted, the Company and their counsel believe that the
Company will prevail.
Kinross is also involved in legal proceedings and claims arising in the ordinary
course of its business. The Company believes these claims are without merit and
is vigorously defending them. In the opinion of management, the amount of
ultimate liability with respect to these actions will not materially affect the
financial position, results of operations or cash flows of the Company.
F-B12
10. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES
The unaudited consolidated financial statements have been prepared in accordance
with Canadian generally accepted accounting principles ("CDN GAAP") which differ
from those principles that the Company would have followed had its consolidated
financial statements been prepared in accordance with generally accepted
accounting principles in the United States ("U.S. GAAP").
Material variations between financial statement items under CDN GAAP and the
amounts determined using U.S. GAAP are as follows:
CONSOLIDATED BALANCE SHEET
AS AT SEPTEMBER 30, 2003
ELIMINATION
RECOGNITION OF EFFECTS ADDITIONAL
OF OF WRITEDOWN
DEFERRED RECOGNITION OF REDUCTION IN
EXCHANGE OF EQUITY PROPERTY, DEPRECIATION, REVERSAL OF
GAINS AND COMPONENT PLANT AND DEPLETION AND 1991 AND
LOSSES ON OF EQUIPMENT AMORTIZATION 2003
UNDER CDN CONVERTIBLE CONVERTIBLE UNDER U.S. UNDER U.S. DEFICIT
GAAP DEBENTURES DEBENTURES GAAP GAAP ELIMINATIONS
------------- ------------ ------------ ------------- --------------- -------------
(A) (A) (B) (B) (C)
ASSETS
Current assets
Cash and cash equivalents $ 141.2 $ - $ - $ - $ - $ -
Restricted cash 5.2 - - - - -
Accounts receivable and other assets 27.0 - - - - -
Inventories 98.2 - - - - -
Marketable securities 1.6 - - - - -
------------- ------------ ------------ ------------- --------------- -------------
273.2 - - - - -
Property, plant and equipment 811.7 - - (60.5) 30.8 -
Goodwill 888.6 - - - - -
Long-term investments 31.1 - - - - -
Future income and mining taxes 16.2 - - - - -
Deferred charges and other assets 33.5 - - - - -
------------- ------------ ------------ ------------- --------------- -------------
$ 2,054.3 $ - $ - $ (60.5) $ 30.8 $ -
============= ============ ============ ============= =============== =============
LIABILITIES
Current liabilities
Accounts payable and accrued
liabilities $ 87.3 $ - $ - $ - $ - $ -
Current portion of long-term debt 19.6 - - - - -
Current portion of site restoration 11.5 - - - - -
cost accruals
------------- ------------ ------------ ------------- --------------- -------------
Long-term debt 11.1 - - - - -
Site restoration cost accruals 106.6 - - - - -
Future income and mining taxes 44.6 - - - - -
Deferred revenue 2.8 - - - - -
Other long-term liabilities 6.4 - - - - -
Debt component of convertible - - - - - -
debentures 2.8 - - - - -
Redeemable retractable preferred
shares
------------- ------------ ------------ ------------- --------------- -------------
292.7 - - - - -
------------- ------------ ------------ ------------- --------------- -------------
CONVERTIBLE PREFERRED SHARES OF
SUBSIDIARY COMPANY 12.6
------------- ------------ ------------ ------------- --------------- -------------
COMMON SHAREHOLDERS' EQUITY
Common share capital 1,747.2 - - - - 766.7
Contributed surplus 29.4 - - - - -
Equity component of convertible
debentures - - - - - -
Deficit (29.0) - - (60.5) 30.8 (766.7)
Cumulative translation adjustments 1.4 - - - - -
Other comprehensive income (loss) - - - - - -
------------- ------------ ------------ ------------- --------------- -------------
1,749.0 - - (60.5) 30.8 -
------------- ------------ ------------ ------------- --------------- -------------
$ 2,054.3 $ - $ - $ (60.5) $ 30.8 $ -
============= ============ ============ ============= =============== =============
F-B13
RESTATEMENT
GAINS ON RECLASSI- TO TO EQUITY
MARKETABLE FICATION OF ADJUST ACCOUNT
SECURITIES AND EFFECT FLOW CUMULATIVE TO FOR EFFECT
LONG-TERM OF SFAS THROUGH TRANSLATION EQUITY INVESTMENT OF SFAS UNDER
INVESTMENTS 133 SHARES ADJUSTMENTS BASIS IN ECHO BAY 143 U.S. GAAP
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
(D) (E) (F) (H) (I) (D) (J)
$ - $ - $ - $ - $ - $ - $ - $ 141.2
- - - - - - - 5.2
- - - - - - - 27.0
- - - - - - - 98.2
1.5 - - - - - - 3.1
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
1.5 - - - - - - 274.7
- - - - - - 1.0 783.0
- - - - - 40.8 - 929.4
28.3 - - - - - - 59.4
- - - - - - - 16.2
- - - - - - - 33.5
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
$ 29.8 $ - $ - $ - $ - $ 40.8 $ 1.0 $ 2,096.2
================= ========== ========== ============== ========== ============ ========== ===========
$ - $ 19.9 $ - $ - $ $ - $ 1.5 $ 108.7
- - - - -- - - 19.6
- - - - - - 11.0 22.5
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
- 19.9 - - - - 12.5 150.8
- - - - - - - 11.1
- - - - - - 0.5 107.1
- - - - - - - 44.6
- (2.8) - - - - - -
- - - - - - 2.0 8.4
- - - - - - - -
- - - - - - - 2.8
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
- 17.1 - - - - 15.0 324.8
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
- - - - - - - 12.6
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
- - (1.1) - - - - 2,512.8
- - - - - - - 29.4
- - - - - - - -
- (1.0) 1.1 - - 40.8 (14.0) (798.5)
- - - (1.4) - - - -
29.8 (16.1) - 1.4 - - - 15.1
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
29.8 (17.1) - - - 40.8 (14.0) 1,758.8
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
$ 29.8 $ - $ - $ - $ - $ 40.8 $ 1.0 $ 2,096.2
================= ========== ========== ============== ========== ============ ========== ===========
F-B14
CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31, 2002
ELIMINATION
RECOGNITION OF EFFECTS ADDITIONAL
OF OF WRITEDOWN
DEFERRED RECOGNITION OF REDUCTION IN
EXCHANGE OF EQUITY PROPERTY, DEPRECIATION, REVERSAL OF
GAINS AND COMPONENT PLANT AND DEPLETION AND 1991 AND
LOSSES ON OF EQUIPMENT AMORTIZATION 2003
UNDER CDN CONVERTIBLE CONVERTIBLE UNDER U.S. UNDER U.S. DEFICIT
GAAP DEBENTURES DEBENTURES GAAP GAAP ELIMINATIONS
------------- ------------ ------------ ------------- --------------- -------------
(A) (A) (B) (B) (C)
ASSETS
Current assets
Cash and cash equivalents $ 170.6 $ - $ - $ - $ - $ -
Restricted cash 21.1 - - - - -
Accounts receivable and other assets 15.5 - - - - -
Inventories 38.9 - - - - -
Marketable securities 0.1 - - - - -
------------- ------------ ------------ ------------- --------------- -------------
246.2 - - - - -
Property, plant and equipment 330.0 - - (60.5) 26.0 -
Long-term investments 11.8 - - - - -
Deferred charges and other assets 10.0 - 0.8 - - -
------------- ------------ ------------ ------------- --------------- -------------
$ 598.0 $ - $ 0.8 $ (60.5) $ 26.0 $ -
============ ============ ============ ============= =============== =============
LIABILITIES
Current liabilities
Accounts payable and accrued
liabilities $ 35.5 $ - $ - $ - $ - $ -
Current portion of long-term debt 23.3 - - - - -
Current portion of site restoration
cost accruals 15.0 - - - - -
------------- ------------ ------------ ------------- --------------- -------------
73.8 - - - - -
Long-term debt 12.9 - - - - -
Site restoration cost accruals 42.0 - - - - -
Future income and mining taxes 3.3 - - - - -
Deferred revenue 4.5 - - - - -
Other long-term liabilities 5.5 - - - - -
Debt component of convertible
debentures 21.7 - 102.1 - - -
Redeemable retractable preferred shares 2.5 - - - - -
------------- ------------ ------------ ------------- --------------- -------------
166.2 - 102.1 - - -
------------- ------------ ------------ ------------- --------------- -------------
CONVERTIBLE PREFERRED SHARES OF
SUBSIDIARYCOMPANY 12.9 - - - - -
------------- ------------ ------------ ------------- --------------- -------------
COMMON SHAREHOLDERS' EQUITY
Common share capital 1,058.5 - - - - 5.3
Contributed surplus 12.9 - - - - -
Equity component of convertible
debentures 132.3 (17.8) (114.5) - - -
Deficit (761.4) 17.8 13.2 (60.5) 26.0 (5.3)
Cumulative translation adjustments (23.4) - - - - -
Other comprehensive income (loss) - - - - - -
------------- ------------ ------------ ------------- --------------- -------------
418.9 - (101.3) (60.5) 26.0 -
------------- ------------ ------------ ------------- --------------- -------------
$ 598.0 $ - $ 0.8 $ (60.5) $ 26.0 $ -
============ ============ ============ ============= =============== =============
F-B15
RESTATEMENT
GAINS ON RECLASSI- TO TO EQUITY
MARKETABLE FICATION OF ADJUST ACCOUNT
SECURITIES AND EFFECT FLOW CUMULATIVE TO FOR
LONG-TERM OF SFAS THROUGH TRANSLATION EQUITY INVESTMENT UNDER
INVESTMENTS 133 SHARES ADJUSTMENTS BASIS IN ECHO BAY U.S. GAAP
----------------- ---------- ---------- -------------- ---------- ------------ -----------
(D) (E) (F) (H) (I) (D)
$ - $ $ - $ - $ (29.4) $ - $ 141.2
- - - - - - 21.1
- - - - 1.9 - 17.4
- - - - (14.2) - 24.7
0.1 - - - - - 0.2
----------------- ---------- ---------- -------------- ---------- ------------ -----------
0.1 - - - (41.7) - 204.6
- - - - (9.8) - 285.7
77.8 - - - 45.9 (22.5) 113.0
- - - - (2.9) - 7.9
----------------- ---------- ---------- -------------- ---------- ------------ -----------
$ 77.9 $ - $ - $ - $ (8.5) $ (22.5) $ 611.2
================= ========== ========== ============== ========== ============ ===========
$ - $21.1 $ - $ - $ (1.8) $ - $ 54.8
- - - - (2.6) - 20.7
- - - - (0.3) - 14.7
----------------- ---------- ---------- -------------- ---------- ------------ -----------
- 21.1 - - (4.7) - 90.2
- - - - - - 12.9
- - - - (3.8) - 38.2
- - - - - - 3.3
- (4.5) - - - - -
- - - - - - 5.5
- - - - - - 123.8
- - - - - - 2.5
----------------- ---------- ---------- -------------- ---------- ------------ -----------
- 16.6 - - (8.5) - 276.4
----------------- ---------- ---------- -------------- ---------- ------------ -----------
- - - - - - 12.9
----------------- ---------- ---------- -------------- ---------- ------------ -----------
- - (1.1) - - - 1,062.7
- - - - - - 12.9
- - - - - - 0.0
42.5 (1.9) 1.1 - - (0.7) (729.2)
- - - 23.4 - - -
35.4 (14.7) - (23.4) - (21.8) (24.5)
----------------- ---------- ---------- -------------- ---------- ------------ -----------
77.9 (16.6) - - - (22.5) 321.9
----------------- ---------- ---------- -------------- ---------- ------------ -----------
$ 77.9 $ - $ - $ - $ (8.5) $ (22.5) $ 611.2
================= ========== ========== ============== ========== ============ ===========
F-B16
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2003
ELIMINATION
RECOGNITION OF EFFECTS ADDITIONAL
OF OF WRITEDOWN
DEFERRED RECOGNITION OF REDUCTION IN
EXCHANGE OF EQUITY PROPERTY, DEPRECIATION, REVERSAL OF
GAINS AND COMPONENT PLANT AND DEPLETION AND 1991 AND
LOSSES ON OF EQUIPMENT AMORTIZATION 2003
UNDER CDN CONVERTIBLE CONVERTIBLE UNDER U.S. UNDER U.S. DEFICIT
GAAP DEBENTURES DEBENTURES GAAP GAAP ELIMINATIONS
------------- ------------ ------------ ------------- --------------- -------------
(A) (A) (B) (B) (C)
REVENUE
Mining Revenue $ 428.6 $ - $ - $ - $ - $ -
Interest and other income 5.2 - - - - -
Mark to market gain on call options 0.3 - - - - -
------------- ------------ ------------ ------------- --------------- -------------
434.1 - - - - -
------------- ------------ ------------ ------------- --------------- -------------
EXPENSES -
Operating 301.4 - - - - -
General and administrative 16.5 - - - - -
Exploration and business development 18.7 - - - - -
Depreciation, depletion and
amortization 108.5 - - - (4.8) -
Loss on sale of assets 0.2 - - - - -
Loss on redemption of convertible 1.1 0.9 (2.0) - - -
debentures (0.8) 16.9 - - - -
Foreign exchange (gain) loss 3.1 - 5.2 - - -
Interest expense on long-term
liabilities - - - - - -
Accretion expense 0.1 - - - - -
Writedown of marketable securities
------------- ------------ ------------ ------------- --------------- -------------
448.8 17.8 3.2 - (4.8) -
------------- ------------ ------------ ------------- --------------- -------------
(14.7) (17.8) (3.2) - 4.8 -
Minority interest (0.1) - - - - $ -
Share of income (loss) of investee
companies - - - - - -
------------- ------------ ------------ ------------- --------------- -------------
Loss before taxes, cumulative effect
of a change in accounting principle
and dividends on convertible
preferred shares of subsidiary company (14.8) (17.8) (3.2) - 4.8 -
Provision for income and mining taxes (7.1) - - - - -
------------- ------------ ------------ ------------- --------------- -------------
Loss before cumulative effect of a
change in accounting principle and
dividends on convertible preferred
shares of subsidiary company (21.9) (17.8) (3.2) - 4.8 -
Cumulative effect of a change in
accounting principle - - - - - -
------------- ------------ ------------ ------------- --------------- -------------
Loss for the period before dividends
on convertible preferred shares of
subsidiary company (21.9) (17.8) (3.2) - 4.8 -
Dividends on convertible preferred
shares of subsidiary company (0.6) - - - - -
------------- ------------ ------------ ------------- --------------- -------------
Net loss for the period (22.5) (17.8) (3.2) - 4.8 -
Increase in equity component of
convertible debentures (6.5) - 6.5 - - -
Gain on redemption of convertible
debentures 16.5 - (16.5) - - -
------------- ------------ ------------ ------------- --------------- -------------
Net loss for the period attributable
to common shareholders $ (12.5) $ (17.8) $ (13.2) $ - $ 4.8 $ -
============= ============ ============ ============= =============== =============
Loss per share
Basic and diluted $ (0.04)
Common shares issued and outstanding
(millions)
Weighted average 297.4
Total 338.4
F-B17
RESTATEMENT
GAINS ON RECLASSI- TO TO EQUITY
MARKETABLE FICATION OF ADJUST ACCOUNT
SECURITIES AND EFFECT FLOW CUMULATIVE TO FOR EFFECT
LONG-TERM OF SFAS THROUGH TRANSLATION EQUITY INVESTMENT OF SFAS UNDER
INVESTMENTS 133 SHARES ADJUSTMENTS BASIS IN ECHO BAY 143 U.S. GAAP
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
(D) (E) (F) (H) (I) (D) (J)
$ - $ 0.9 $ - $ - $ (6.0) $ - $ - $ 423.5
- - - - 0.3 - - 5.5
- - - - - - - 0.3
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
- 0.9 - - (5.7) - - 429.3
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
- - - - (2.9) - (5.7) 292.8
- - - - - - - 16.5
- - - - (0.1) - - 18.6
- - - - (1.2) - 0.6 103.1
- - - - - - - 0.2
- - - - - - - -
- - - - - - - 16.1
- - - - - - - 8.3
- - - - - - 7.0 7.0
- - - - - - - 0.1
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
- - - - (4.2) - 1.9 462.7
----------------- ---------- ---------- -------------- ---------- ------------ ---------- ------------
- 0.9 - - (1.5) - (1.9) (33.4)
- - - - - - - (0.1)
- - - - 1.1 (1.0) - 0.1
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
- 0.9 - - (0.4) (1.0) (1.9) (33.4)
- - - - 0.4 - - (6.7)
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
- 0.9 - - - (1.0) (1.9) (40.1)
- - - - - - (12.1) (12.1)
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
- 0.9 - - - (1.0) (14.0) (52.2)
- - - - - - - (0.6)
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
- 0.9 - - - (1.0) (14.0) (52.8)
- - - - - - - -
- - - - - - - -
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
$ - $ $ - $ - $ - $ (1.0) $ $ (52.8)
0.9 (14.0)
================= ========== ========== ============== ========== ============ ========== ===========
$ (0.18)
297.4
338.4
F-B18
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2002
ELIMINATION
RECOGNITION OF EFFECTS ADDITIONAL
OF OF WRITEDOWN
DEFERRED RECOGNITION OF REDUCTION IN
EXCHANGE OF EQUITY PROPERTY, DEPRECIATION, REVERSAL OF
GAINS AND COMPONENT PLANT AND DEPLETION AND 1991 AND
LOSSES ON OF EQUIPMENT AMORTIZATION 2003
UNDER CDN CONVERTIBLE CONVERTIBLE UNDER U.S. UNDER U.S. DEFICIT
GAAP DEBENTURES DEBENTURES GAAP GAAP ELIMINATIONS
------------- ------------ ------------ ------------- --------------- -------------
(A) (A) (B) (B) (C)
REVENUE
Mining Revenue $ 184.5 $ - $ - $ - $ - $ -
Interest and other income 13.7 - - - - -
Mark to market loss on call options (1.9) - - - - -
------------- ------------ ------------ ------------- --------------- -------------
196.3 - - - - -
------------- ------------ ------------ ------------- --------------- -------------
EXPENSES
Operating 126.9 - - - - -
General and administrative 8.0 - - - - -
Exploration and business development 6.5 - - - - -
Depreciation, depletion and
amortization 61.3 - - - (6.0) -
Gain on sale of assets (2.0) - - - - -
Foreign exchange loss 3.0 0.1 - - - -
Interest expense on long-term
liabilities 4.0 - 3.2 - - -
------------- ------------ ------------ ------------- --------------- -------------
207.7 0.1 3.2 - (6.0) -
------------- ------------ ------------ ------------- --------------- -------------
(11.4) (0.1) (3.2) - 6.0 $ -
Share in (loss) income of investee
companies (0.6) - - - - -
------------- ------------ ------------ ------------- --------------- -------------
- -
(Loss) income before taxes and
dividends on convertible preferred
shares of subsidiary company (12.0) (0.1) (3.2) - 6.0 -
Provision for income and mining taxes (4.7) - - - - -
------------- ------------ ------------ ------------- --------------- -------------
- -
(Loss) income for the period before
dividends on convertible preferred
shares of subsidiary company (16.7) (0.1) (3.2) - 6.0 -
Dividends on convertible preferred
shares of subsidiary company (1.3) - - - - -
------------- ------------ ------------ ------------- --------------- -------------
Net (loss) income for the period (18.0) (0.1) (3.2) - 6.0 -
Increase in equity component of
convertible debentures (5.5) - 5.5 - - -
------------- ------------ ------------ ------------- --------------- -------------
Net (loss) income for the period
attributable to common shareholders $ (23.5) $ (0.1) $ 2.3 $ - $ 6.0 $ -
============= ============ ============ ============= =============== =============
(Loss) income per share
Basic and diluted $ (0.20)
Common shares issued and outstanding
(millions)
Weighted average 118.2
Total 119.5
F-B19
RESTATEMENT
GAINS ON RECLASSI- TO TO EQUITY
MARKETABLE FICATION OF ADJUST ACCOUNT
SECURITIES AND EFFECT FLOW CUMULATIVE TO FOR
LONG-TERM OF SFAS THROUGH TRANSLATION EQUITY INVESTMENT UNDER
INVESTMENTS 133 SHARES ADJUSTMENTS BASIS IN ECHO BAY U.S. GAAP
----------------- ---------- ---------- -------------- ---------- ------------ -----------
(D) (E) (F) (H) (I) (D)
$ - $ - $ - $ - $ (47.0) $ - $ 137.5
42.5 0.1 0.6 - 2.1 - 59.0
- - - - - - (1.9)
----------------- ---------- ---------- -------------- ---------- ------------ -----------
42.5 0.1 0.6 - (44.9) - 194.6
----------------- ---------- ---------- -------------- ---------- ------------ -----------
- - - - (19.3) - 107.6
- - - - - - 8.0
- - - - (1.1) - 5.4
- - - - (11.8) - 43.5
- - - - - - (2.0)
- - - - (0.1) - 3.0
- - - - (0.2) - 7.0
----------------- ---------- ---------- -------------- ---------- ------------ -----------
- - - - (32.5) - 172.5
----------------- ---------- ---------- -------------- ---------- ------------ -----------
42.5 0.1 0.6 - (12.4) - 22.1
- - - - 8.0 0.7 8.1
----------------- ---------- ---------- -------------- ---------- ------------ -----------
42.5 0.1 0.6 - (4.4) 0.7 30.2
- - - - 4.4 - (0.3)
----------------- ---------- ---------- -------------- ---------- ------------ -----------
42.5 0.1 0.6 - - 0.7 29.9
- - - - - - (1.3)
----------------- ---------- ---------- -------------- ---------- ------------ -----------
42.5 0.1 0.6 - - 0.7 28.6
- - - - - - -
----------------- ---------- ---------- -------------- ---------- ------------ -----------
$ 42.5 $ 0.1 $ 0.6 $ - $ - $ 0.7 $ 28.6
================= ========== ========== ============== ========== ============ ===========
$ 0.24
118.2
119.5
F-B20
Statement of Operations Presentation: Revenue would exclude the items "interest
and other income" and "mark-to-market gain (loss) on call options". Accordingly,
"mining revenue" would be the only category presented within revenue on the
statement of operations presented under U.S. GAAP.
For U.S. GAAP purposes, the measure "(Loss) income before taxes, cumulative
effect of a change in accounting principle and dividends on convertible
preferred shares of subsidiary company" is not a recognized term and would
therefore not be presented.
The following table reconciles "(Loss) income before taxes, cumulative effect of
a change in accounting principle and dividends on convertible preferred shares
of subsidiary company" to "loss from operations":
NINE MONTHS ENDED
SEPTEMBER 30
2003 2002
-------------------------------------------------------------------------------------------
(Loss) income before taxes, cumulative effect of a change
in accounting principle and dividends on convertible
preferred shares of subsidiary company $ (33.4) $ 30.2
Add/(deduct):
Interest and other income (5.5) (59.0)
Mark to market (gain) loss on call options (0.3) 1.9
Interest expense on long-term liabilities 8.3 7.0
Write-down of marketable securities 0.1 -
Share in income of investee companies (0.1) (8.1)
-------------------------------------------------------------------------------------------
Loss from operations for U.S. GAAP $ (30.9) $ (28.0)
-------------------------------------------------------------------------------------------
In addition, "dividends on convertible preferred shares of subsidiary"
are required to be presented as a component of non-operating income:
For U.S. GAAP purposes, the components of non-operating income are as
follows:
NINE MONTHS ENDED
SEPTEMBER 30
2003 2002
-------------------------------------------------------------------------------------------
Interest and other income $ 5.5 $ 59.0
Mark-to-market gain (loss) on call options 0.3 (1.9)
Share in income of investee companies 0.1 8.1
Interest expense on long-term liabilities (8.3) (7.0)
Write-down of marketable securities (0.1) -
Dividends on convertible preferred
shares of subsidiary company (0.6) (1.3)
-------------------------------------------------------------------------------------------
Non-operating (loss) income for U.S. GAAP $ (3.1) $ 56.9
-------------------------------------------------------------------------------------------
F-B21
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2003
ELIMINATION
RECOGNITION OF EFFECTS ADDITIONAL
OF OF WRITEDOWN
DEFERRED RECOGNITION OF REDUCTION IN
EXCHANGE OF EQUITY PROPERTY, DEPRECIATION, REVERSAL OF
GAINS AND COMPONENT PLANT AND DEPLETION AND 1991 AND
LOSSES ON OF EQUIPMENT AMORTIZATION 2003
UNDER CDN CONVERTIBLE CONVERTIBLE UNDER U.S. UNDER U.S. DEFICIT
GAAP DEBENTURES DEBENTURES GAAP GAAP ELIMINATIONS
------------- ------------ ------------ ------------- --------------- -------------
(A) (A) (B) (B) (C)
Net inflow (outflow) of cash related to
the following activities:
Operating:
Loss for the period before dividends on
convertible preferred shares of
subsidiary company $ (21.9) $ (17.8) $ (3.2) $ - $ 4.8 $ -
Items not affecting cash: - (4.8) -
Depreciation, depletion and amortization 108.5 - - - - -
Writedown of marketable securities 0.1 - - - - -
Loss on sale of assets 0.2 - - - - -
Loss on redemption of convertible 1.1 0.9 (2.0) - - -
debentures (4.7) - - - - -
Future income and mining taxes (1.7) - - - - -
Deferred revenue realized
Cumulative effect of a change in - - - - - -
accounting principle - - - - - -
Accretion expense 6.1 - - - - -
Site restoration cost accruals - - - - - -
Other long-term obligations - - - - - -
Share in (income) loss of investee
companies - - 1.0 - - -
Interest on convertible debentures 4.2 16.9 -
Realized foreign exchange losses on - - -
convertible debentures 0.4 - -
Unrealized foreign exchange losses on
redeemable retractable preferred
shares
------------- ------------ ------------ ------------- --------------- -------------
92.3 - (4.2) - - -
Site restoration cash expenditures (9.8) - - - - -
Changes in non-cash working capital
items
Accounts receivable and other assets 18.9 - - - - -
Inventories (7.3) - - - - -
Marketable securities 1.1 - - - - -
Accounts payable and accrued liabilities (21.6) - - - - -
Effect of exchange rate changes on cash 8.1 - - - - -
------------- ------------ ------------ ------------- --------------- -------------
CASH FLOW PROVIDED FROM OPERATING
ACTIVITIES: 81.7 - (4.2) - - -
------------- ------------ ------------ ------------- --------------- -------------
Financing:
Issuance of common shares 150.9 - - - - -
Redemption of convertible debentures (144.8) - - - - -
Acquisition of preferred shares of
subsidiary company (0.2) - - - - -
Reduction of debt component of
convertible debentures (4.2) - 4.2 - - -
Repayment of debt (10.0) - - - - -
------------- ------------ ------------ ------------- --------------- -------------
CASH FLOW USED IN FINANCING ACTIVITIES (8.3) - 4.2 - - -
------------- ------------ ------------ ------------- --------------- -------------
Investing:
Additions to property, plant and
equipment (52.3) - - - - -
Business acquisitions, net of cash
acquired (81.4) - - - - -
Long-term investments and other assets (6.7) - - - - -
Proceeds from the sale of property,
plant and equipment 0.2 - - - - -
Decrease in restricted cash 37.4 - - - - -
------------- ------------ ------------ ------------- --------------- -------------
CASH FLOW USED IN INVESTING ACTIVITIES (102.8) - - - - -
------------- ------------ ------------ ------------- --------------- -------------
DECREASE IN CASH AND CASH EQUIVALENTS (29.4) - - - - -
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR 170.6 - - - - -
------------- ------------ ------------ ------------- --------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 141.2 $ - $ - $ - $ - $ -
============= ============ ============ ============= =============== =============
F-B22
RESTATEMENT
GAINS ON RECLASSI- TO TO EQUITY
MARKETABLE FICATION OF ADJUST ACCOUNT
SECURITIES AND EFFECT FLOW CUMULATIVE TO FOR EFFECT
LONG-TERM OF SFAS THROUGH TRANSLATION EQUITY INVESTMENT OF SFAS UNDER
INVESTMENTS 133 SHARES ADJUSTMENTS BASIS IN ECHO BAY 143 U.S. GAAP
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
(D) (E) (F) (H) (I) (D) (J)
$ - $ 0.9 $ - $ - $ - $ (1.0) $ (14.0) $ (52.2)
- - - - (1.2) - 0.6 103.1
- - - - - - - 0.1
- - - - - - - 0.2
- - - - - - - -
- - - - - - - (4.7)
- 0.6 - - - - - (1.1)
- - - - - - 12.1 12.1
- - - - - - 7.0 7.0
- - - - - - (6.1) -
- - - - - - 0.4 0.4
- - - - (1.1) 1.0 - (0.1)
- - - - - - - 1.0
- - - - - - - 21.1
- - - - - - - 0.4
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
- 1.5 - - (2.3) - - 87.3
- - - - - - - (9.8)
- - - - - - - 18.9
- - - - - - - (7.3)
- - - - - - - 1.1
- (1.5) - - - - - (23.1)
- - - - - - - 8.1
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
- - - - (2.3) - - 75.2
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
- - - - - - - 150.9
- - - - - - - (144.8)
- - - - - - - (0.2)
- - - - - - - -
- - - - - - - (10.0)
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
- - - - - - - (4.1)
-----------------
- - - - - - - (52.3)
- - - - - - - (81.4)
- - - - 31.7 - - 25.0
- - - - - - - 0.2
- - - - - - - 37.4
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
- - - - 31.7 - - (71.1)
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
- - - - 29.4 - - -
- - - - (29.4) - - 141.2
----------------- ---------- ---------- -------------- ---------- ------------ ---------- -----------
$ - $ - $ - $ - $ - $ - $ - $ 141.2
================= ========== ========== ============== ========== ============ ========== ============
F-B23
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2002
ELIMINATION
RECOGNITION OF EFFECTS ADDITIONAL
OF OF WRITEDOWN
DEFERRED RECOGNITION OF REDUCTION IN
EXCHANGE OF EQUITY PROPERTY, DEPRECIATION, REVERSAL OF
GAINS AND COMPONENT PLANT AND DEPLETION AND 1991 AND
LOSSES ON OF EQUIPMENT AMORTIZATION 2003
UNDER CDN CONVERTIBLE CONVERTIBLE UNDER U.S. UNDER U.S. DEFICIT
GAAP DEBENTURES DEBENTURES GAAP GAAP ELIMINATIONS
------------- ------------ ------------ ------------- --------------- -------------
(A) (A) (B) (B) (C)
Net inflow (outflow) of cash related to
the following activities:
Operating:
(Loss) income for the period before $ (16.7) $ (0.1) $ (3.2) $ - $ 6.0 $ -
dividends on convertible preferred
shares of subsidiary company 61.3 - - - (6.0) -
Items not affecting cash: (2.0) - - - - -
Depreciation, depletion and amortization - - - - - -
Gain on sale of assets (3.8) - - - - -
Future income and mining taxes 2.3 - - - - -
Deferred revenue realized 0.6 - - - - -
Site restoration cost accruals - - (0.6) - - -
Share in loss (income) of investee
companies 0.6 0.1 - - -
Interest on convertible debentures
Unrealized foreign exchange losses on
convertible debentures
------------- ------------ ------------ ------------- --------------- -------------
42.3 - (3.8) - - -
Site restoration cash expenditures (5.0) - - - - -
Changes in non-cash working capital
items
Accounts receivable and other assets 5.9 - - - - -
Inventories (2.7) - - - - -
Marketable securities 2.5 - - - - -
Accounts payable and accrued liabilities 3.1 - - - - -
Effect of exchange rate changes on cash 2.4 - - - - -
------------- ------------ ------------ ------------- --------------- -------------
CASH FLOW PROVIDED FROM OPERATING
ACTIVITIES: 48.5 - (3.8) - - -
------------- ------------ ------------ ------------- --------------- -------------
Financing:
Issuance of common shares 19.5 - - - - -
Acquisition of preferred shares of
subsidiary company (11.4) - - - - -
Reduction of debt component of
convertible debentures (3.8) - 3.8 - - -
Repayment of debt (12.4) - - - - -
------------- ------------ ------------ ------------- --------------- -------------
CASH FLOW USED IN FINANCING ACTIVITIES (8.1) - 3.8 - - -
------------- ------------ ------------ ------------- --------------- -------------
Investing:
Additions to property, plant and
equipment (18.1) - - - - -
Business acquisitions, net of cash
acquired - - - - - -
Long-term investments and other assets 2.1 - - - - -
Proceeds from the sale of property,
plant and equipment 0.6 - - - - -
Increase in restricted cash (21.5) - - - - -
------------- ------------ ------------ ------------- --------------- -------------
CASH FLOW USED IN INVESTING ACTIVITIES (36.9) - - - - -
------------- ------------ ------------ ------------- --------------- -------------
INCREASE IN CASH AND CASH EQUIVALENTS 3.5 - - - - -
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR 81.0 - - - - -
------------- ------------ ------------ ------------- --------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 84.5 $ - $ - $ - $ - $ -
============= ============ ============ ============= =============== =============
F-B24
RESTATEMENT
GAINS ON RECLASSI- TO TO EQUITY
MARKETABLE FICATION OF ADJUST ACCOUNT
SECURITIES AND EFFECT FLOW CUMULATIVE TO FOR
LONG-TERM OF SFAS THROUGH TRANSLATION EQUITY INVESTMENT UNDER
INVESTMENTS 133 SHARES ADJUSTMENTS BASIS IN ECHO BAY U.S. GAAP
----------------- ---------- ---------- -------------- ---------- ------------ -----------
(D) (E) (F) (H) (I) (D)
$ 42.5 $ 0.1 $ 0.6 $ - $ - $ 0.7 $ 29.9
- - - - (11.8) - 43.5
(42.5) - - - - - (44.5)
- - - - - - -
- (0.1) - - - - (3.9)
- - - - (0.5) - 1.8
- - - - (8.0) (0.7) (8.1)
- - - - - - (0.6)
- - - - - - 0.7
----------------- ---------- ---------- -------------- ---------- ------------ -----------
- - 0.6 - (20.3) - 18.8
- - - - - - (5.0)
- - - - 1.9 - 7.8
- - - - 4.4 - 1.7
- - - - - - 2.5
- - (0.6) - 3.2 - 5.7
- - - - - - 2.4
----------------- ---------- ---------- -------------- ---------- ------------ -----------
- - - - (10.8) - 33.9
----------------- ---------- ---------- -------------- ---------- ------------ -----------
- - - - - - 19.5
- - - - - - (11.4)
- - - - - - -
- - - - 1.8 - (10.6)
----------------- ---------- ---------- -------------- ---------- ------------ -----------
- - - - 1.8 - (2.5)
----------------- ---------- ---------- -------------- ---------- ------------ -----------
- - - - (1.3) - (19.4)
- - - - - - -
- - - - (0.1) - 2.0
- - - - - - 0.6
- - 2.6 - - - (18.9)
----------------- ---------- ---------- -------------- ---------- ------------ -----------
- - 2.6 - (1.4) - (35.7)
----------------- ---------- ---------- -------------- ---------- ------------ -----------
- - 2.6 - (10.4) - (4.3)
- - (4.6) - (5.5) - 70.9
----------------- ---------- ---------- -------------- ---------- ------------ -----------
$ - $ - $ (2.0) $ - $ (15.9) $ - $ 66.6
================= ========== ========== ============== ========== ============ ===========
F-B25
Consolidated statements of cash flows presented in accordance with U.S.
GAAP would require the following changes from the consolidated statements of
cash flows prepared in accordance with CDN GAAP.
(i) A sub-total within the "cash flows provided from operating
activities" sub-section is not permitted, therefore the reader should disregard
the subtotals of $87.3 million and $18.8 million for the nine month periods
ended September 30, 2003 and 2002, respectively.
(ii) Within cash flows provided from operating activities, the
determination should begin with "net (loss) income," instead of the "(loss)
income for the period before dividends on convertible preferred shares of
subsidiary company."
(iii) Under U.S. GAAP, the reduction of the debt component of
convertible debentures is treated as interest expense and as a cash flow from
operating activities. Under CDN GAAP, the interest expense is classified as a
financing activity.
(iv) Under U.S. GAAP, notwithstanding that there is not a specific
requirement to segregate the funds pursuant to the flow-through share
agreements, the flow-through funds which are unexpended at the consolidated
balance sheet dates are considered to be restricted and are not considered to be
cash or cash equivalents.
Consolidated Statements of Comprehensive Loss: The Company's statements
of comprehensive loss under U.S. GAAP are as follows:
NINE MONTHS ENDED
SEPTEMBER 30
2003 2002
---------------------------------------------------------------------------------------
Net (loss) income for the period under U.S. GAAP $ (52.8) $ 28.6
Change in currency translation adjustments 24.8 3.7
Change in unrealized gains
on marketable securities
and long-term investments(d) 16.2 7.2
SFAS No. 133(e) (1.4) (17.1)
---------------------------------------------------------------------------------------
Comprehensive (loss) income under U.S. GAAP $ (13.2) $ 22.4
---------------------------------------------------------------------------------------
(a) Under CDN GAAP, the convertible debentures, described in Note 11
of the December 31, 2002 audited consolidated financial statements were
accounted for in accordance with their substance and, as such, were presented in
the financial statements in their liability and equity component parts. As
mentioned in Note 7 of the September 30, 2003 unaudited consolidated financial
statements, the Company redeemed these convertible debentures on September 29,
2003. Under U.S. GAAP, the entire principal amount of the convertible debentures
plus accrued interest of $144.8 million immediately prior to the redemption and
$123.8 million at December 31, 2002, was treated as debt with interest expense
based on the coupon rate of 5.5%.
In addition, under CDN GAAP, realized and unrealized foreign exchange
gains and losses on the debt component of the debentures were recognized in
income. For U.S. GAAP, in addition to including these gains and losses in
income, realized and unrealized exchange gains and losses related to the portion
of the convertible debentures included in equity under CDN GAAP were also
included in income. There was no gain or loss on the redemption of the
convertible debentures for U.S. GAAP.
(b) Cumulatively, as a result of applying SFAS 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and
following the adoption of SFAS 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets," property, plant and equipment is reduced and the deficit
increased by $60.5 million. These differences arise from the requirement to
discount future cash flows from impaired properties under U.S. GAAP and from
using proven and probable reserves only. At the time of the impairment, future
cash flows from impaired properties were not discounted under CDN GAAP. Under
U.S. GAAP, depreciation, depletion and amortization would be reduced by $4.8
million and $6.0 million during the nine months ended September 30, 2003 and
2002, respectively, to reflect the above and the requirement under U.S. GAAP to
amortize capitalized costs over proven and probable reserves only.
(c) CDN GAAP allows for the elimination of operating deficits by the
reduction of stated capital attributable to common shares with a corresponding
offset to the accumulated deficit. For CDN GAAP, the Company eliminated
operating deficits of $761.4 million and $5.3 million in 2003 and 1991,
respectively. These reclassifications are not permitted by U.S. GAAP and would
require in each subsequent year a cumulative increase in share capital and a
cumulative increase in deficit of $766.7 million.
(d) Under CDN GAAP, unrealized gains and losses on long-term
investments and marketable securities are not recorded. Under U.S. GAAP,
unrealized gains on long-term investments that are classified as securities
available for sale of $28.3 million and $13.5 million at September 30, 2003 and
December 31, 2002, respectively, and marketable securities of $1.5 and $0.1
million at September 30, 2003 and December 31, 2002, respectively are included
as a component of comprehensive income (loss) in the current period.
Also, U.S. GAAP requires that the transaction on April 3, 2002, whereby
the Company exchanged its investment in debt securities of Echo Bay for 57.1
million common shares of Echo Bay, be recorded at fair value with the resulting
gain included in earnings. Fair value of the Echo Bay common shares received,
under U.S. GAAP, was $49.1 million, representing 57.1 million common shares at
$0.86 each, being the closing market price of such shares on April 3, 2002. Fair
value is not discounted for liquidity concerns or other valuation
considerations.
F-B26
The resulting gain of $42.5 million, after deducting the $6.6 million carrying
value of the debt securities exchanged, increases the carrying value of this
investment and is included in earnings for the nine month period ended September
30, 2002 and in the closing deficit at December 31, 2002. Under CDN GAAP, the
cost of the Echo Bay common shares acquired on the exchange was recorded at the
values of the securities given up. Since the fair value of the capital
securities given up approximated their carrying value, no gain was recorded
under CDN GAAP.
Subsequent to the exchange of debt securities, the Company accounted for
its share investment in Echo Bay as an available for sale security under U.S.
GAAP. At January 31, 2003, when the Company acquired the remaining outstanding
common shares of Echo Bay, the Company retroactively restated its 2002 financial
statements to account for its share investment in Echo Bay on an equity basis.
As a result, the Company reversed an unrealized gain of $21.8 million previously
included in other comprehensive income, increased its deficit by $0.7 million to
reflect its share of equity losses for the period ended December 31, 2002 and
correspondingly reduced the carrying value of its investment. In addition, the
Company decreased long-term investments and recorded a share of loss in investee
company of $1.0 million for the one month ended January 31, 2003 and increased
long-term investments and recorded a share of income in investee company of $0.7
million for the nine month period ended September 30, 2002.
For U.S. GAAP purposes, as a result of the business combination on January 31,
2003, the Company recognized an additional $40.8 million of goodwill
representing the difference in carrying value of its share investment in Echo
Bay between CDN and U.S. GAAP.
(e) Under CDN GAAP, derivatives hedging forecasted transactions are
off-balance sheet until the hedged transaction is recorded. Realized gains and
losses on derivatives that are closed out early are initially recorded as
deferred revenue or deferred charges and are recorded as an adjustment to net
loss when the original hedged transaction is recorded.
On January 1, 2001, the Company adopted FASB Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), and
the corresponding amendments under FASB Statement No. 138 ("SFAS 138"). SFAS 133
requires that all derivative financial instruments be recognized in the
financial statements and measured at fair value regardless of the purpose or
intent for holding them. Changes in the fair value of derivative financial
instruments are either recognized periodically in income or shareholders' equity
(as a component of other comprehensive income), depending on whether the
derivative is being used to hedge changes in fair value or cash flows. SFAS 138
amends certain provisions of SFAS 133 to clarify four areas causing difficulties
in implementation.
For derivatives designated as cash flow hedges, the effective portions of
changes in fair value of the derivative are reported in other comprehensive
income and are subsequently reclassified into other income when the hedged item
affects other income. Changes in fair value of the derivative instruments used
as economic instruments and ineffective portions of hedges are recognized in
other income in the period incurred.
The adoption of SFAS 133 results in a cumulative decrease in deferred
revenue of $2.8 million and $4.5 million, a cumulative increase in accounts
payable and accrued liabilities of $19.9 million and $21.1 million, a cumulative
increase in deficit of $1.0 million and $1.9 million, and a cumulative decrease
in other comprehensive income of $16.1 million and $14.7 million at September
30, 2003 and December 31, 2002, respectively. Additionally, as a result of
applying SFAS 133, there would be a decrease in the net loss of $0.9 million and
$2.0 million for the nine months ended September 30, 2003 and the year ended
December 31, 2002 respectively. On adoption of SFAS 133, the Company did not
complete the required documentation and effectiveness assessments to achieve
hedge accounting for the commodity derivatives hedging gold revenues and energy
price risk, although the contracts are considered to be effective economic
hedges and they were accounted for as hedges for CDN GAAP purposes. For U.S.
GAAP only, these derivatives are carried at fair value with the changes in fair
value recorded as an adjustment to net loss. The SFAS requirements for foreign
exchange forward contracts were accounted for as cash flow hedges from January
1, 2001. Realized and unrealized derivatives gains and losses included in OCI on
transition and during 2001 were reclassified into mining revenue for cash-flow
hedges of forecasted commodity sales and foreign exchange (loss) gain for
forecasted foreign currency revenues or expenses when the hedged forecasted
revenue or expense is recorded. During the nine months ended September 30, 2003,
$7.8 million of derivative losses were reclassified out of other comprehensive
income (year ended December 31, 2002, $16.3 million of comprehensive gain). The
Company estimates that $12.7 million of net derivatives losses included in other
comprehensive income will be reclassified into earnings within the next twelve
months. There was no ineffectiveness recorded during 2003 or 2002.
Beginning January 2002, the Company met the required documentation
requirements under SFAS 133 relating to the prospective and retrospective
effectiveness assessments for the commodity derivatives; thus, these derivatives
were designated as cash flow hedges. The effective portions of changes in fair
values of these derivatives are now recorded in other comprehensive income and
are recognized in the income statement when the hedged item affects earnings.
Ineffective portions of changes in fair value of cash flow hedges are recognized
in earnings.
(f) Under Canadian income tax legislation, a company is permitted to
issue shares whereby the company agrees to incur qualifying expenditures and
renounce the related income tax deductions to the investors. The Company has
accounted for the issue of flow-through shares using the deferral method in
accordance with CDN GAAP. At the time of issue the funds received are recorded
as share capital. Qualifying expenditure did not begin to be incurred until
2002. For U.S. GAAP, the premium paid in excess of the market value of $1.1
million is credited to other liabilities and included in income as the
qualifying expenditures are made. All of the qualifying expenditures were made
in 2002. $0.6 million was included in interest and other income for the nine
months ended September 30, 2002.
Also, notwithstanding whether there is a specific requirement to
segregate the funds, the flow-through funds, which are unexpended at the
consolidated balance sheet dates, are considered to be restricted and are not
considered to be cash or cash equivalents under U.S. GAAP.
As at September 30, 2003 and 2002 unexpended flow-through funds were $nil
and $2.0 million respectively. (December 31, 2002: $nil)
(g) The terms "proven and probable reserves," "exploration,"
"development," and "production" have the same meaning under both U.S. and CDN
GAAP. Exploration costs incurred are expensed at the same point in time based on
the same criteria under both U.S. and CDN GAAP. In addition, mining related
costs are only capitalized after proven and probable reserves have been
designated under both U.S. and CDN GAAP.
F-B27
(h) Under CDN GAAP, the unrealized translation gains and losses on the
Company's net investment in self-sustaining operations translated using the
current rate method accumulate in a separate component of shareholders equity,
described as cumulative translation adjustments on the consolidated balance
sheet. Under U.S. GAAP, the unrealized foreign exchange gains and losses would
not accumulate in a separate component of shareholders equity but rather as an
adjustment to accumulated other comprehensive income.
(i) The investments in CMM and the Porcupine Joint Venture are
proportionately consolidated under CDN GAAP. Prior to March 1, 2003, the
investment in Omolon was also proportionately consolidated under CDN GAAP.
Effective March 1, 2003, following the Company's increase in share ownership to
98.1%, as described in note 23 to the December 31, 2002 audited consolidated
financial statements, Omolon is fully consolidated under both CDN and U.S. GAAP.
These investments are accounted for using the equity method under U.S. GAAP. The
Company relies on an accommodation provided for in Item 17(c) (2)(vii) of SEC
Form 20-F, which permits a company using the equity method for U.S. GAAP to omit
the differences arising from the use of proportionate consolidation under CDN
GAAP. Each of the joint ventures listed, except Omolon prior to March 1, 2003,
qualifies for this accommodation on the basis that it is an operating entity,
the significant financial and operating policies of which are, by contractual
arrangement, jointly controlled by all parties having an equity interest in the
entity.
With respect to Omolon, the Company concluded that it did not meet the
criteria outlined for the accommodation. Therefore, the financial information of
Omolon has been disclosed using the equity method for U.S. GAAP purposes for
comparative periods prior to March 1, 2003. Under the equity method, an
investment in common shares is generally shown in the balance sheet of an
investor as a single amount as "Investment in investee company." Likewise, an
investor's share of earnings or losses from its investment is ordinarily shown
in its income statement as a single amount as "Share of gain (loss) of investee
company."
(j) On January 1, 2003, the Company adopted SFAS 143, "Accounting for
Asset Retirement Obligations" which requires that the fair value of liabilities
for asset retirement obligations associated with tangible long-lived assets be
recognized in the period in which they are incurred. For the purposes of
applying SFAS 143, asset retirement obligations are based principally on legal
and regulatory requirements associated with the retirement of long-lived assets
that result from the acquisition, construction, development and/or the normal
operation of a long-lived asset. When the liability is initially recorded, a
corresponding increase to the carrying amount of the related asset is generally
recorded and depreciated over the useful life of the asset. Over time, the
liability is increased to reflect an interest element (accretion) considered in
its initial measurement at fair value. This differs from our prior practice in
which we accrued for the estimated site restoration and closure obligations over
the producing life of the mine with an annual charge to earnings. Under SFAS
143, accretion is charged against earnings during the life of the mine and
afterwards until all obligations have been settled.
The Company is not required to re-measure the obligation at fair value
each period, but we are required to evaluate the cash flow estimates at the end
of each reporting period to determine whether the estimates continue to be
appropriate. Upon settlement of the liability, the Company will record a gain or
loss if the actual cost incurred is different than the liability recorded. The
cumulative effect of adopting SFAS 143 was to increase property, plant and
equipment by $1.6 million, increase long-term equity accounted investments by
$0.3 million, increase site restoration cost accruals by $14.0 and to record a
one-time charge of $12.1 million ($0.05 per share) to earnings in the nine month
period ended September 30, 2003. Following the adoption of SFAS 143, the total
amount of recognized liabilities for asset retirement obligations was $66.9
million. If the change had occurred on January 1, 2002, the cumulative effect
would have resulted in no change to property, plant and equipment, an increase
of $0.3 million in long-term equity accounted investments, an increase in site
restoration cost accruals of $22.5 million and a one-time charge of $22.2
million ($0.20 per share) to earnings in the nine month period ended September
30, 2002. The total amount of recognized liabilities would have been $74.7
million at December 31, 2001. For the nine month period ended September 30,
2003, the effect on earnings in addition to the cumulative effect of adopting
SFAS 143 was an increase in net loss of $1.9 million ($0.01 per share). For the
nine month period ended September 30, 2002, the effect of adopting SFAS 143 in
addition to the cumulative effect, would have been an decrease in net income of
$2.3 million ($0.02 per share) and a reduction in long-term investments of $0.1
million.
The following is a reconciliation of the liability for asset retirement
obligations:
(unaudited, in millions)
Balance as at December 31, 2002 $ 52.9
Impact of adoption of SFAS 143 14.0
Additions to liabilities(1) 63.0
Liabilities settled (9.8)
Accretion expense 7.0
Foreign exchange on self-sustaining operations 2.5
Revisions --
--------
Balance as at September 30, 2003 $ 129.6
========
-------------------
(1) Properties acquired from Echo Bay Mines Ltd. and TVX Inc. of $45.0
million and $12.5 million, respectively, and $5.5 million relating to the
Kubaka Mine as a result of changing accounting for the investment in
Omolon from the equity method to full consolidation.
F-B28
STOCK-BASED COMPENSATION
The Company follows Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and its related interpretations in
accounting for stock options. Accordingly, because stock option exercise prices
equal the market value on the date of the grant, no compensation cost has been
recognized at the grant date of the stock options. Had compensation expense for
the stock option plans been determined based upon fair value at the grant date
for awards under these plans consistent with the methodology prescribed under
SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), and SFAS
No. 148 "Accounting for Stock-Based Compensation - Transition and Disclosure, an
amendment to SFAS No. 123" ("SFAS 148"), the Company's pro forma net (loss)
income and (loss) income per share would be as follows:
NINE MONTHS ENDED
SEPTEMBER 30
U.S. GAAP 2003 2002
----------------------------------------------------------------------------------------
Net (loss) income applicable to common shares
As reported $ (52.8) $ 28.6
Less: stock compensation cost (0.4) (0.1)
Pro forma $ (53.2) $ 28.5
(Loss) income per share, basic and diluted (dollars)
As reported(1) $ (0.18) $ 0.24
Pro forma(1) $ (0.18) $ 0.24
---------------------
(1) Reflects the effects of a three for one share consolidation approved January
2003 as described in Note 14 to the December 31, 2002 audited consolidated
financial statements.
Other requirements of SFAS 148 are disclosed in Note 4 to the Company's
unaudited consolidated financial statements included in the 2003 third quarter
report, as prescribed under CICA Handbook Section 3870, "Stock-based
Compensation and Other Stock-based Payments" which is consistent with the U.S.
pronouncement.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS ADOPTED DURING THE NINE MONTHS ENDED
SEPTEMBER 30, 2003
In May 2002, the FASB issued Statement No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections" ("SFAS 145"). Among other things, SFAS 145 rescinds various
pronouncements regarding early extinguishment of debt and establishes that gains
and losses from extinguishment of debt should be classified as extraordinary
items only if they meet the criteria of APB Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions." SFAS 145 also amends SFAS 13, "Accounting for Leases," to require
sale-leaseback accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions and to make certain
technical corrections to other FASB statements. For the provisions of the
statement relating to the extinguishment of debt, SFAS 145 is effective for
fiscal years beginning after May 15, 2002. The provisions relating to SFAS 13
are effective for transactions occurring after May 15, 2002, and all other
provisions are effective for financial statements issued on or after May 15,
2002. There was no impact on the Company's financial position or results of
operations upon adoption.
In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" ("SFAS 146"). This Statement
addressed financial accounting and reporting for costs associated with exit or
disposal activities. It nullified Emerging Issues Task Force ("EITF") Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." SFAS 146 requires that a liability for a cost associated with
an exit or disposal activity be recognized when the liability is incurred rather
than at the date of an entity's commitment to an exit plan as was required under
EITF No. 94-3. SFAS 146 also establishes that fair value is the objective for
initial measurement of the liability. SFAS 146 is effective for exit or disposal
activities that are initiated after December 31, 2002. There was no impact on
the Company's financial position or results of operations upon adoption except
with respect to those exit or disposal activities that are initiated by the
Company after that date.
In November 2002, the FASB issued Interpretation No. 45 "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 defines guarantees to
include indemnifications granted pursuant to contractual arrangements as well as
contingent consideration. It requires recognition and measurement of a liability
for the fair value of the obligation assumed under guarantees entered into or
modified beginning on January 1, 2003 and requires expanded disclosure of
guarantees as of December 31, 2002. In addition, in 2003, the Accounting
Standards Board of the CICA issued Accounting Guideline ("AcG") No. 14 -
Disclosure of Guarantees. The guideline requires the disclosure of guarantees
including indemnification pursuant to contractual arrangement, consistent with
FIN 45, but does not address the recording of an obligation associated with a
guarantee. The Company has conformed its disclosures with respect to guarantees
to the requirements of FIN 45 and AcG No. 14.
In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure" ("SFAS 148"), to provide
alternative methods for voluntary transition to the fair value based method of
accounting for stock based compensation. SFAS 148 also amends the disclosure
provisions of SFAS 123, "Accounting for Stock-Based Compensation," to require
prominent disclosure about the effects on reported net income of an entity's
accounting policy decisions with respect to stock-based compensation. Lastly,
SFAS 148 amends APB Opinion No. 28, "Interim Financial Reporting," to require
disclosure about those effects in interim financial information. SFAS 148 is
effective for fiscal years ending after December 15, 2002. The Company has
conformed the disclosures in its interim consolidated financial statements to
the requirements of SFAS 148.
F-B29
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"), which provides guidance on the
identification of, and financial reporting for, entities over which control is
achieved through means other than voting rights. FIN 46 impacts accounting for
variable interest entities created after January 31, 2003, and requires expanded
disclosure of variable interest entities for financial statements issued after
January 31, 2003. If the requirement of FIN 46 results in intial consolidation
of an entity created before February 1, 2003, the consolidating entity shall
measure the assets, liabilities and non-controlling interests of the variable
interest entity at their carrying amounts at the date the requirement of FIN 46
first applies. The Company does not conduct any transaction through variable
interest entities and has determined that there was no impact on its financial
statements upon adoption.
In May 2003, the FASB issued Statement No. 150 "Accounting for Certain
Financial Instruments with Characteristics of Liabilities and Equity" ("SFAS
150") which requires the presentation as liability for the following three types
of financial instruments: those that are mandatorily redeemable; certain of
those not in the form of shares that (may) obligate the issuer to settle for
cash or other assets; and certain of those that include an obligation that may
or must be settled through the issuance of a variable number of equity shares.
SFAS 150 is effective for financial instruments issued or modified after May 15,
2003 and effective for pre-existing instruments for interim and annual periods
beginning on or after June 15, 2003. There was no impact on the Company's
financial position or results of operations upon adoption.
In 2002, the CICA Handbook Section 3475 - "Disposal of Long Lived Assets
and Discontinued Operations" was amended to harmonize with SFAS 144. Section
3475 provides for the recognition, measurement, presentation and disclosure of
long-lived assets and discontinued operations. The standard requires that an
asset held for sale be measured at the lower of carrying cost or fair value less
cost to sell. In addition, this guidance broadens the concept of a discontinued
operation and eliminates the ability to accrue operating losses expected between
the measurement date and the disposal date. Section 3475 applies to disposal
activities initiated by the Company's commitment to a plan on or after May 1,
2003. There was no impact on the Company's financial position or results of
operations upon adoption of Section 3475 except with respect to those exit or
disposal activities that are initiated by the Company after May 1, 2003.
In March 2003, the Emerging Issues Committee ("EIC") issued abstract EIC
134 - "Accounting for Severance and Termination Benefits." This abstract
addresses the different accounting treatments of the various types of severance
and termination benefits related to the termination of employees' services prior
to normal retirement. It provides guidance to harmonize the accounting
requirements for termination benefits in CICA Handbook Section 3461 - "Employee
Future Benefits" with SFAS 146, "Accounting for Costs Associated with Disposal
Activities." In addition, in March 2003, the EIC issued abstract EIC 135 -
"Accounting for Costs Associated with Exit and Disposal Activities (Including
Costs Incurred in a Restructuring)" to harmonize with SFAS 146 "Accounting for
Costs Associated with Exit or Disposal Activities" to address the accounting for
costs incurred in connection with an exit or disposal activity. This abstract is
consistent with SFAS 146. These abstracts are applicable, on a prospective
basis, to exit or disposal activities initiated after March 31, 2003. There was
no impact on the Company's financial position or results of operations upon
adoption of EIC 134 and EIC 135 except with respect to those exit or disposal
activities that are initiated by the Company after March 31, 2003.
In April 2003, the FASB issued Statement No. 149 "Amendment of Statement
133 on Derivative Instruments and Hedging Activities" ("SFAS 149"), to clarify
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
SFAS 149 requires contracts with comparable characteristics be accounted for
similarly to achieve more consistent reporting of contracts as either derivative
or hybrid instruments. SFAS 149 is effective for contracts entered into or
modified after June 30, 2003 and will be applied prospectively.
NEW ACCOUNTING PRONOUNCEMENTS
In 2002, the Accounting Standards Board of the CICA issued Accounting
Guideline No. 13 that increase the documentation, designation and effectiveness
criteria to achieve hedge accounting. The guidelines requires the discontinuance
of hedge accounting for hedging relationships established that do not meet the
conditions at the date it is first applied. It does not change the method of
accounting for derivatives in hedging relationships, but requires fair value
accounting for derivatives that do not qualify for hedge accounting. The new
guideline is applicable for fiscal years commencing July 1, 2003. The Company is
assessing the impact this standard may have on its results of operations and
financial position.
In 2002, the CICA Handbook Section 3063 - "Impairment of Long Lived
Assets" was amended to harmonize with SFAS 144. Section 3063 applies to
long-lived assets held for use and effective on a prospective basis, for fiscal
years beginning on or after April 1, 2003, however, early adoption is
encouraged. This standard will require an impairment loss to be recognized when
the carrying amount of an asset held for use exceeds the sum of undiscounted
cash flows. The impairment loss would be measured as the amount by which the
carrying amount exceeds the fair value of the asset. The Company is assessing
the impact Section 3063 may have on its results of operations and financial
position.
In 2003, the CICA issued Handbook Section 3110 - "Asset Retirement
Obligations" which is consistent with FASB Statement No. 143, "Accounting for
Asset Retirement Obligations." The standard provides for the recognition,
measurement and disclosure of liabilities for asset retirement obligations and
the associated asset retirement costs. It addresses obligations required to be
settled as a result of an existing law, regulation or contract related to asset
retirements. The new standard is applicable for fiscal years beginning January
1, 2004. Whereas the cumulative effect of adopting SFAS 143 for U.S. GAAP was
recorded only upon adoption of the standard, CDN GAAP will require retroactive
restatement of all comparative periods. The Company is assessing the impact this
standard may have on its results of operations and financial position.
11. SUBSEQUENT EVENT
CROWN RESOURCES
On October 8, 2003, Kinross Gold Corporation and Crown Resources
Corporation announced that they have executed a Letter of Intent whereby Kinross
will acquire Crown and its 100%-owned Buckhorn Mountain Project gold deposit
located in north central Washington State, USA, approximately 67 kilometers by
road from Kinross' Kettle River gold milling facility.
F-B30
Under the terms of the Letter of Intent, shareholders of Crown will receive
0.2911 shares of Kinross for each share of Crown. Assuming all of Crown's
warrants, options and convertible debentures are converted, a total of
approximately 13.1 million common shares of Kinross will be issued upon the
completion of the transaction. Before the transaction contemplated by the Letter
of Intent becomes binding, execution of definitive documentation and respective
board approvals are required. The transaction is also subject to regulatory
approvals, the successful completion of due diligence and a minimum two-thirds
approval at a special meeting of Crown shareholders. Prior to the completion of
the acquisition, Crown would dividend to its shareholders its approximate 41%
equity interest in Solitario Resources Corporation (TSX-SLR).
The Buckhorn Mountain Project gold deposit is a high-grade skarn gold
deposit located 240 kilometers northwest of Spokane, Washington. As at December
31, 2002, Crown had reported total proven and probable reserves of 1.94 million
tonnes grading 13.44 grams per tonne gold and further mineralized material of
1.07 million tonnes grading 13.82 grams per tonne gold. In late 2002 and early
2003, Crown completed a very successful 41-hole infill diamond drilling program
designed to upgrade some of the mineralized material to the proven and probable
category.
The current plan, which contemplates the development of an underground
mine rather than an open pit mine, positively addresses major environmental
concerns identified during previous permitting efforts. Kinross is confident
that by working in conjunction with Federal, State and local agencies as well as
other stakeholders, the permitting process, initiated by Crown, will be
successful in obtaining the necessary regulatory approvals to develop an
underground mine in a timely manner. In conjunction with the permitting process,
Kinross will review potential synergies between its Kettle River operation and
the Buckhorn Mountain Project deposit.
F-B31
AUDITORS' REPORT
TO THE SHAREHOLDERS OF KINROSS GOLD CORPORATION
We have audited the consolidated balance sheets of Kinross Gold
Corporation as at December 31, 2002 and 2001 and the consolidated statements of
operations, common shareholders' equity and cash flows for each of the years in
the three-year period ended December 31, 2002. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with Canadian generally accepted
auditing standards and auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.
In our opinion, these consolidated financial statements present fairly,
in all material respects, the financial position of the Company as at December
31, 2002 and 2001 and the results of its operations and its cash flows for each
of the years in the three-year period ended December 31, 2002 in accordance with
Canadian generally accepted accounting principles.
(Signed) Deloitte & Touche LLP
Chartered Accountants
Toronto, Canada
MARCH 3, 2003 (EXCEPT AS TO NOTE 23(B) WHICH IS AS OF MARCH 26, 2003)
F-B32
CONSOLIDATED BALANCE SHEETS
KINROSS GOLD CORPORATION
AS AT DECEMBER 31
(EXPRESSED IN MILLIONS OF U.S. DOLLARS)
2002 2001
-----------------------------------------------------------------------------------------------------
(RESTATED
-NOTE 1)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 170.6 $ 81.0
Restricted cash (NOTE 7(A)) 21.1 -
Accounts receivable and other assets (NOTE 3) 15.5 13.8
Inventories (NOTE 4) 38.9 42.4
Marketable securities (quoted market value: 2002 - $0.1; 2001 - $1.8) 0.1 1.5
-----------------------------------------------------------------------------------------------------
246.2 138.7
Property, plant and equipment (NOTE 5) 330.0 415.0
Long-term investments (NOTE 6) 11.8 12.9
Deferred charges and other assets 10.0 11.0
-----------------------------------------------------------------------------------------------------
$ 598.0 $ 577.6
=====================================================================================================
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 35.5 $ 31.0
Current portion of long-term debt (NOTE 9) 23.3 33.1
Current portion of site restoration cost accruals (NOTE 10) 15.0 12.6
-----------------------------------------------------------------------------------------------------
73.8 76.7
Long-term debt (NOTE 9) 12.9 31.0
Site restoration cost accruals (NOTE 10) 42.0 43.0
Future income and mining taxes (NOTE 16) 3.3 3.3
Deferred revenue (NOTE 8(A)) 4.5 9.6
Other long-term liabilities 5.5 6.0
Debt component of convertible debentures (NOTE 11) 21.7 26.0
Redeemable retractable preferred shares (NOTE 12) 2.5 2.4
-----------------------------------------------------------------------------------------------------
166.2 198.0
CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY (NOTE 13) 12.9 48.0
COMMON SHAREHOLDERS' EQUITY
Common share capital and common share purchase warrants (Note 14) 1,058.5 945.7
Contributed surplus 12.9 12.9
Equity component of convertible debentures (Note 11) 132.3 124.8
Deficit (761.4) (723.2)
Cumulative translation adjustments (23.4) (28.6)
-----------------------------------------------------------------------------------------------------
418.9 331.6
-----------------------------------------------------------------------------------------------------
$ 598.0 $ 577.6
=====================================================================================================
COMMITMENTS AND CONTINGENCIES (NOTE 22)
SIGNED ON BEHALF OF THE BOARD:
On behalf of the Board: John A. Brough John M. H. Huxley
Director Director
F-B33
CONSOLIDATED STATEMENTS OF OPERATIONS
KINROSS GOLD CORPORATION
FOR THE YEARS ENDED DECEMBER 31
(EXPRESSED IN MILLIONS OF U.S. DOLLARS EXCEPT PER SHARE AMOUNTS)
2002 2001 2000
---------------------------------------------------------------------------------------------------------
(RESTATED (RESTATED
-NOTE 1) -NOTE 1)
REVENUE
Mining revenue $ 261.0 $ 270.1 $ 271.0
Interest and other income 16.9 9.3 14.2
Mark-to-market (loss) gain on call options (2.7) 3.5 4.1
---------------------------------------------------------------------------------------------------------
275.2 282.9 289.3
---------------------------------------------------------------------------------------------------------
EXPENSES
Operating 174.8 180.7 189.6
General and administrative 11.3 10.1 10.4
Exploration 11.6 7.9 11.4
Depreciation, depletion and amortization 85.3 85.8 93.2
Gain on sale of assets (NOTE 5) (2.7) (1.2) (4.1)
Foreign exchange loss (gain) 4.3 0.5 (1.2)
Interest expense on long-term liabilities 5.0 9.1 14.3
Write-down of marketable securities and long-term investments 0.2 - 13.1
Write-down of property, plant and equipment and
other non-cash charges (NOTE 15) 7.7 16.1 72.1
---------------------------------------------------------------------------------------------------------
297.5 309.0 398.8
---------------------------------------------------------------------------------------------------------
(22.3) (26.1) (109.5)
Share in loss of investee companies (0.6) (2.2) (8.1)
---------------------------------------------------------------------------------------------------------
LOSS BEFORE TAXES AND DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF SUBSIDIARY COMPANY (22.9) (28.3) (117.6)
PROVISION FOR INCOME AND MINING TAXES (NOTE 16) (6.5) (2.9) (0.9)
---------------------------------------------------------------------------------------------------------
LOSS BEFORE DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF SUBSIDIARY COMPANY (29.4) (31.2) (118.5)
DIVIDENDS ON CONVERTIBLE PREFERRED SHARES
OF SUBSIDIARY COMPANY (1.5) (5.1) (6.9)
---------------------------------------------------------------------------------------------------------
NET LOSS FOR THE YEAR $ (30.9) $ (36.3) $ (125.4)
=========================================================================================================
ATTRIBUTABLE TO COMMON SHAREHOLDERS:
NET LOSS FOR THE YEAR $ (30.9) $ (36.3) $ (125.4)
INCREASE IN EQUITY COMPONENT OF CONVERTIBLE
DEBENTURES (NOTE 11) (7.3) (7.7) (7.2)
---------------------------------------------------------------------------------------------------------
NET LOSS FOR THE YEAR ATTRIBUTABLE
TO COMMON SHAREHOLDERS $ (38.2) $ (44.0) $ (132.6)
=========================================================================================================
LOSS PER SHARE
BASIC AND DILUTED (NOTES 1, 14 AND 23) $ (0.32) $ (0.42) $ (1.33)
WEIGHTED AVERAGE NUMBER COMMON SHARES
OUTSTANDING (MILLIONS) (NOTES 1, 14 AND 23) 119.7 104.5 99.4
F-B34
CONSOLIDATED STATEMENTS OF CASH FLOWS
KINROSS GOLD CORPORATION
FOR THE YEARS ENDED DECEMBER 31
(EXPRESSED IN MILLIONS OF U.S. DOLLARS)
2002 2001 2000
---------------------------------------------------------------------------------------------------------
(RESTATED (RESTATED
-NOTE 1) -NOTE 1)
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE
FOLLOWING ACTIVITIES:
OPERATING:
Loss for the year before dividends on convertible preferred
shares of subsidiary company $ (29.4) $ (31.2) $ (118.5)
Items not affecting cash:
Depreciation, depletion and amortization 85.3 85.8 93.2
Write-down of property, plant and
equipment and other non-cash charges 7.7 14.6 72.1
Write-down of marketable securities and long-term investments 0.2 -- 13.1
Foreign exchange loss (gain) on convertible debentures 0.9 (0.6) (0.7)
Gain on sale of assets (2.7) (1.2) (4.1)
Future income and mining taxes - - (3.5)
Deferred revenue realized (5.1) (17.7) (13.5)
Site restoration cost accruals 3.0 1.9 2.6
Share in loss of investee companies 0.6 2.2 9.4
---------------------------------------------------------------------------------------------------------
60.5 53.8 50.1
Proceeds on restructuring of gold forward sale contracts - 21.6 4.7
Site restoration cash expenditures (9.8) (7.1) (9.6)
Changes in non-cash working capital items
Accounts receivable (1.6) 5.1 5.7
Inventories 2.4 9.6 0.6
Marketable securities 2.8 - 4.8
Accounts payable and accrued liabilities 5.6 (8.0) (8.3)
Effect of exchange rate changes on cash 3.0 (0.5) (0.2)
---------------------------------------------------------------------------------------------------------
CASH FLOW PROVIDED FROM OPERATING ACTIVITIES 62.9 74.5 47.8
---------------------------------------------------------------------------------------------------------
FINANCING:
Issuance of common shares and common
share purchase warrants 112.8 5.4 3.2
Repurchase of common shares - - (5.3)
Acquisition of convertible preferred
shares of subsidiary company (11.4) - -
Reduction of debt component of convertible debentures (5.1) (5.4) (4.9)
Repayment of debt (28.5) (46.5) (26.4)
Dividends on convertible preferred
shares of subsidiary company - - (3.4)
---------------------------------------------------------------------------------------------------------
CASH FLOW PROVIDED FROM (USED IN) FINANCING ACTIVITIES 67.8 (46.5) (36.8)
---------------------------------------------------------------------------------------------------------
INVESTING:
Additions to property, plant and equipment (22.6) (30.4) (41.6)
Business acquisitions, net of cash acquired (Note 2) (0.1) (1.2) -
Long-term investments and other assets 1.4 2.1 (7.4)
Proceeds from the sale of property, plant and equipment 1.3 1.8 4.8
(Increase) decrease in restricted cash (21.1) 2.9 (2.9)
---------------------------------------------------------------------------------------------------------
CASH FLOW USED IN INVESTING ACTIVITIES (41.1) (24.8) (47.1)
---------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 89.6 3.2 (36.1)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 81.0 77.8 113.9
---------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 170.6 $ 81.0 $ 77.8
=========================================================================================================
Cash and cash equivalents consist of the following:
Cash on hand and balances with banks $ 16.3 $ 12.9 $ 20.0
Short-term investments 154.3 68.1 57.8
---------------------------------------------------------------------------------------------------------
$ 170.6 $ 81.0 $ 77.8
=========================================================================================================
Supplementary disclosure of cash flow information:
Cash paid for: Interest $ 8.8 $ 13.1 $ 18.8
Income taxes $ 6.8 $ 3.9 $ 2.3
F-B35
CONSOLIDATED STATEMENTS OF
COMMON SHAREHOLDERS' EQUITY
KINROSS GOLD CORPORATION
FOR THE YEARS ENDED DECEMBER 31
(EXPRESSED IN MILLIONS OF U.S. DOLLARS)
EQUITY
COMPONENT
COMMON OF CUMULATIVE
SHARE CONTRIBUTED CONVERTIBLE TRANSLATION
CAPITAL SURPLUS DEBENTURES DEFICIT ADJUSTMENTS TOTAL
--------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999
(RESTATED - NOTE 1) $ 920.3 $ 7.9 $ 109.7 $ (542.1) $ (18.7) $ 477.1
Adjustment for post-retirement
benefits - - - (4.5) - (4.5)
--------------------------------------------------------------------------------------------------------------------------
BALANCE, JANUARY 1, 2000
(RESTATED - NOTE 1) 920.3 7.9 109.7 (546.6) (18.7) 472.6
Issuance (repurchase) of
common shares (7.1) 5.0 - - - (2.1)
Increase in equity component
of convertible debentures - - 7.3 (7.2) - 0.1
Net loss for the year - - - (125.4) - (125.4)
Cumulative translation adjustments - - - - (4.3) (4.3)
--------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2000
(RESTATED - NOTE 1) 913.2 12.9 117.0 (679.2) (23.0) 340.9
Issuance of common shares 32.5 - - - - 32.5
Increase in equity component
of convertible debentures - - 7.8 (7.7) - 0.1
Net loss for the year - - - (36.3) - (36.3)
Cumulative translation adjustments - - - - (5.6) (5.6)
--------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2001
(RESTATED - NOTE 1) 945.7 12.9 124.8 (723.2) (28.6) 331.6
Issuance of common shares and
common share purchase
warrants 112.8 - - - - 112.8
Increase in equity component
of convertible debentures - - 7.5 (7.3) - 0.2
Net loss for the year - - - (30.9) - (30.9)
Cumulative translation adjustments - - - - 5.2 5.2
--------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2002 $ 1,058.5 $ 12.9 $ 132.3 $ (761.4) $ (23.4) $ 418.9
==========================================================================================================================
F-B36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
KINROSS GOLD CORPORATION
(ALL TABULAR DOLLAR AMOUNTS IN MILLIONS OF U.S. DOLLARS EXCEPT
PER SHARE AMOUNTS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements of Kinross Gold Corporation (the
"Company") have been prepared in accordance with Canadian generally accepted
accounting principles which differ in certain material respects from those
generally accepted in the United States, as described in Note 21. The following
is a summary of the accounting policies significant to the Company. The U.S.
dollar is the reporting currency of the Company's business; accordingly, these
consolidated financial statements are expressed in U.S. dollars.
NATURE OF OPERATIONS
The Company is engaged in the mining and processing of gold and silver
ore and the exploration for, and acquisition of, gold-bearing properties,
principally in the Americas, Russia, Australia and Africa. The Company's
products are gold and silver produced in the form of dore which is shipped to
refineries for final processing.
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of the Company
and the more-than-50%-owned subsidiaries that it controls. The Company also
includes its proportionate share of assets, liabilities, revenues and expenses
of jointly controlled companies and ventures in which it has an interest.
Effective December 31, 2001, the Company discontinued the consolidation of its
wholly-owned subsidiary company in Zimbabwe, which operates the Blanket mine.
Extreme inflationary pressures within Zimbabwe, civil unrest and currency export
restrictions have prevented the Company from exercising control over the
Zimbabwean subsidiary. Kinross will continue to account for its investment in
the Blanket mine on the cost basis (written down value) and revenue will be
recorded only upon receipt of dividends or other cash payments and will be
classified as other income (see Note 15).
Under a special resolution of the shareholders of the Company on January
28, 2003, the shareholders authorized the consolidation of the issued and
outstanding common shares of the Company on the basis of one consolidated common
share for each three old common shares. All share capital, share and option data
give retroactive effect to reflect the share consolidation (see Note 14).
In addition, see Note 23 for the impact of subsequent events on these
financial statements.
USE OF ESTIMATES
The preparation of the Company's consolidated financial statements in
conformity with Canadian generally accepted accounting principles requires
management to make estimates and assumptions that affect amounts reported in the
financial statements and accompanying notes. These estimates and assumptions
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Changes in estimates are accounted for in the period of change if the change
affects the financial results of that period only or in the period of change and
applicable future periods, if the change affects the financial results of both
current and future periods. Actual results could differ from these estimates.
The assets and liabilities which require management to make significant
estimates and assumptions in determining carrying values include property, plant
and equipment; inventories; site restoration cost accruals; provision for income
and mining taxes; and pension liability.
TRANSLATION OF FOREIGN CURRENCIES
DOMESTIC AND FOREIGN OPERATIONS
The Company reports its financial statements in U.S. dollars, while the
currency of measurement for the Company's operations varies depending upon
location.
The currency of measurement for the Company's operations domiciled in
Canada is the Canadian dollar. Canadian dollar amounts are translated to U.S.
dollars for reporting purposes using the current rate method. Under the current
rate method, assets and liabilities are translated at the exchange rates in
effect at the balance sheet date and revenues and expenses are translated at
average rates for the year. With the exception of Australia, the Company's
non-Canadian subsidiaries and joint venture interests are self-sustaining
operations whose economic activities are largely independent of those of the
Company. The currency of measurement for the Company's self-sustaining
operations in the United States, Russia and Chile is the U.S. dollar. As
mentioned above, the operations in Zimbabwe are no longer consolidated as of
December 31, 2001. The temporal method is also used to translate the Company's
operation in Australia which is considered to be an integrated foreign
operation. Under the temporal method, all non-monetary items are translated at
historical rates. Monetary assets and liabilities are translated at actual
exchange rates in effect at the balance sheet date, revenues and expenses are
translated at average rates for the year and gains and losses on translation are
included in income.
The unrealized translation gains and losses on the Company's net
investment in self-sustaining operations, translated using the current rate
method, accumulate in a separate component of shareholders' equity, described in
the consolidated balance sheet as cumulative translation adjustments. Such
exchange gains and losses may become realized in the event of a disposition of
the net investment in a self-sustaining operation, in which event an appropriate
portion of the cumulative translation adjustment is recognized in income.
F-B37
FOREIGN CURRENCY TRANSACTIONS
Monetary assets and liabilities are translated at the rate of exchange
prevailing at the balance sheet date. Non-monetary assets and liabilities are
translated at historical rates. Revenue and expenses are translated at the
average rate of exchange for the year. Exchange gains and losses are included in
income.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and highly liquid investments with
an original maturity of three months or less. The Company invests cash in term
deposits maintained in high credit quality financial institutions.
MARKETABLE SECURITIES
Marketable securities are carried at the lower of cost and quoted market
value.
INVENTORIES
Gold bullion, ore stockpile inventories and gold in process are valued at
the lower of production cost and net realizable value. Mine operating parts and
supplies are valued at the lower of cost and replacement cost.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at cost. Mine development
costs are capitalized on properties after proven and probable reserves have been
identified. Mine development costs for underground mines consist of shafts,
ramps and primary level development and the associated infrastructure. Mine
development costs for open pit mines primarily consist of costs to remove
overburden to initially expose the ore body and the costs of haulage roads from
the open pit to the processing plant. The cost of waste rock removal after the
commencement of commercial production is expensed as incurred. Prior to
identifying proven and probable reserves, exploration and development costs are
expensed as incurred. Significant payments related to the acquisition of land
and mineral rights are capitalized. The time it takes for management to make a
decision to develop a property or dispose of it ranges from a few months to
years, depending upon the particular circumstances of each property. Once
commercial production is reached, the deferred costs of the project are
amortized over their economic lives, on the basis described below. Commercial
production occurs when the asset or property is substantially complete and ready
for its intended use. If no proven and probable reserves are discovered or such
rights are otherwise determined to have no value, such costs are expensed in the
period in which it is determined the property has no future economic value. The
Company expenses start-up activities, including pre-production losses and
organizational costs, as incurred.
In underground mines where ore bearing structures are open at depth or
are open laterally, which is the case at the Hoyle Pond mine, the straight-line
method of amortization was applied over the estimated life of the mine which was
estimated to be 10 years. Effective July 1, 2002, the date of commencement of
the Porcupine Joint Venture (see Note 7(c)), the joint venture's mine assets are
being amortized on a unit-of-production basis using proven and probable reserves
in accordance with the accounting policies of the joint venture, which is
primarily an open pit mining operation.
Open pit mines, which consist of the Kubaka, Fort Knox and Refugio mines,
are amortized on a unit-of-production basis using proven and probable reserves.
Plant and equipment that have useful lives shorter than the mine life are
depreciated on a straight-line or declining balance basis over their estimated
useful lives. As at December 31, 2002, the maximum useful life was five years.
PROPERTY EVALUATIONS
Annually, or more frequently as circumstances require, the Company
reviews and evaluates the recoverability of property, plant and equipment. The
computation of reserve and mineral resource estimates is performed at least
annually during the fourth quarter of the year. The evaluation of proven and
probable reserve estimates may provide evidence that the carrying value of a
mine is impaired. Based on the revised reserve and mineral resource
calculations, estimated future net cash flows, from each property with the
exception of acquired exploration properties, are calculated on an undiscounted
basis, using estimated recoverable ounces of gold (considering current proven
and probable reserves and mineral resources expected to be converted into
mineral reserves. The inclusion of mineral resources is based on various
circumstances, including but not limited to, the existence and nature of known
mineralization, location of the property, results of recent drilling, and
analysis to demonstrate the ore is commercially recoverable.); estimated future
gold price realization (considering historical and current prices, price trends
and related factors); and operating, capital and site restoration costs.
Reductions in the carrying value of property, plant and equipment, with a
corresponding charge to income, are recorded to the extent that the estimated
future net cash flows are less than the carrying value.
Estimates of future cash flows are subject to risks and uncertainties. It
is possible that changes could occur which may affect the recoverability of
property, plant and equipment.
LONG-TERM INVESTMENTS
Long-term investments in shares of investee companies, over which the
Company has the ability to exercise significant influence, are accounted for
using the equity method. The cost method is used for entities in which the
Company owns less than 20% or cannot exercise significant influence. The Company
periodically reviews the carrying value of its investments. When a decline in
the value of an investment is other than temporary, the investment is written
down accordingly.
F-B38
FINANCIAL INSTRUMENTS
The Company enters into derivative financial instrument contracts to
manage certain market risks which result from the underlying nature of its
business. The Company formally documents all relationships between hedging
instruments and hedged items, as well as its risk management objective and
strategy for undertaking various hedge transactions. This process includes
linking all derivatives to specific assets and liabilities on the balance sheet
or to specific firm commitments or forecasted transactions. The Company uses
spot deferred contracts and fixed forward contracts to hedge exposure to
commodity price risk for gold and silver; foreign exchange forward contracts to
hedge exposure to fluctuations in foreign currency denominated anticipated
revenues, and interest rate swaps to hedge exposure to changes in interest
rates. The Company uses written gold call options to economically hedge exposure
to commodity price risk for gold. Non-option derivative financial instruments
are accounted for using the accrual method as management views the contracts as
effective hedges and has designated the contracts as hedges of specific
exposures. Hedge effectiveness is assessed based on the degree to which the cash
flows on the derivative contracts are expected to offset the cash flows of the
underlying position or transaction being hedged. The Company also formally
assesses, both at the hedge's inception and on an ongoing basis, whether the
derivatives that are used in hedging transactions are highly effective in
offsetting changes in fair values or cash flows of hedged items.
Realized gains or losses on derivative contracts that qualify for hedge
accounting are deferred and recorded in income when the underlying hedged
transaction is recognized. The premiums received at the inception of written
call options are recorded as a liability. Changes in the fair value of the
liability are recognized currently in income. Gains or losses (realized or
unrealized) for derivative contracts which no longer qualify as hedges for
accounting purposes or which relate to a hedged transaction that has been sold
or terminated are recorded in income.
Gains on the early settlement of gold hedging contracts are recorded as
deferred revenue on the balance sheet and included in income over the original
delivery schedule of the hedged production. Realized and unrealized gains or
losses associated with foreign exchange forward contracts, which have been
terminated or cease to be effective prior to maturity, are deferred and included
in other assets or liabilities on the balance sheet and recognized in income in
the period in which the underlying hedged transaction is recognized.
PENSION, POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS
Pension expense, based on management assumptions, consists of the
actuarially computed costs of pension benefits in respect of the current year's
service, imputed interest on plan assets and pension obligations, straight-line
amortization of experience gains and losses, assumption changes and plan
amendments over the expected average remaining service life of the employee
group.
The expected costs of post-retirement and post-employment benefits, other
than pensions, to active employees are accrued for in the financial statements
during the years employees provide service to be entitled to receive such
benefits.
STOCK OPTION PLAN
The stock option plan is described in Note 14. The Company has elected
not to use the fair value method of accounting for stock options as recommended
in the Canadian Institute of Chartered Accountants ("CICA") Handbook Section
3870 "Stock-based Compensation and Other Stock-based Payments." No compensation
expense is recognized under this plan when shares or share options are issued to
employees. Shares issued under this plan are recorded at the issue price. Any
consideration paid by employees on exercise of stock options or purchases of
stock is credited to common share capital.
REVENUE RECOGNITION
The Company changed its accounting policy for revenue recognition
effective January 1, 2001 such that revenue is recognized upon shipment to
third-party gold refineries when the sales price is fixed and title has passed
to the customer. Previously, revenue was recognized when the production process
was completed or when gold was poured in dore form at the mine. The Company
retroactively adopted this new accounting policy and the prior periods have not
been restated, as the net adjustment would not have had a material impact on the
reported amounts.
SITE RESTORATION COSTS
Estimated costs of site restoration are accrued and expensed over the
estimated life of the mine on a unit-of-production basis using proven and
probable reserves. Ongoing environmental protection expenditures are expensed as
incurred. Estimates of the ultimate site restoration costs are based on current
laws and regulations and expected costs to be incurred (calculated on a
non-discounted basis), all of which are subject to possible changes thereby
impacting current determinations.
INCOME AND MINING TAXES
The provisions for income and mining taxes are based on the liability
method. Future income taxes arise from the recognition of the tax consequences
of temporary differences by applying substantively enacted statutory tax rates
applicable to future years to differences between the financial statements
carrying amounts and the tax bases of certain assets and liabilities. The
Company records a valuation allowance against any portion of those future income
tax assets that it believes will, more likely than not, fail to be realized. On
business acquisitions, where differences between assigned values and tax bases
of assets acquired and liabilities assumed exist, the Company recognizes the
future income tax assets and liabilities for the tax effects of such
differences.
Future withholding taxes are provided on the unremitted net earnings of
foreign subsidiaries and associates to the extent that dividends or other
repatriations are anticipated in the future and will be subject to such taxes.
F-B39
NEW ACCOUNTING PRONOUNCEMENT
Effective January 1, 2002, the Company adopted the new CICA
recommendations for foreign currency translation. This standard eliminates the
practice of deferring and amortizing unrealized translation gains and losses on
foreign currency denominated monetary items that have a fixed or ascertainable
life extending beyond the end of the fiscal year following the current reporting
period. Foreign exchange gains and losses arising on translation of these
monetary items are now included in the determination of current period losses.
The Company previously had unrealized foreign exchange gains and losses on
converting the debt component of Canadian dollar dominated convertible
debentures to U.S. dollars. In addition, the Canadian dollar denominated
redeemable retractable preferred shares were translated to U.S dollars at the
historical rate on the date of issue. The adoption of this new standard has been
applied retroactively with prior year comparative amounts restated. The effects
on the consolidated financial statements are as follows:
CHANGE IN STATEMENT OF OPERATIONS AND DEFICIT AMOUNTS:
-----------------------------------------------------------------------------------
Increase in foreign exchange gain for the year ended December 31, 2000 $ 0.7
Decrease in net loss for the year ended December 31, 2000 $ 0.7
Decrease in foreign exchange loss for the year ended December 31, 2001 $ 0.6
Decrease in net loss for the year ended December 31, 2001 $ 0.6
Decrease in deficit - December 31, 2000 $ 2.2
Decrease in deficit - December 31, 2001 $ 2.8
The impact on loss per share as a result of the change in accounting
policy would not result in any adjustment to previously reported amounts.
Effective January 1, 2002, the Company adopted the recommendations of the
CICA for stock-based compensation and other stock-based payments. This
recommendation establishes standards for the recognition, measurement and
disclosure of stock-based compensation and other stock-based payments made in
exchange for goods and services. The standard requires that all stock-based
awards made to non-employees be measured and recognized using a fair value based
method. The standard encourages the use of a fair value based method for all
awards granted to employees, but only requires the use of a fair value based
method for direct awards of stock, stock appreciation rights, and awards that
call for settlement in cash or other assets. Awards that the Company has the
ability to settle in stock are recorded as equity, whereas awards that the
Company is required to or has a practice of settling in cash are recorded as
liabilities (see Note 14).
2001 AND 2000 FIGURES
Certain of the 2001 and 2000 figures have been reclassified to conform to
the 2002 presentation.
2. BUSINESS AND PROPERTY ACQUISITIONS
2002
During 2002, the Company acquired a further 2.9% interest in E-Crete, LLC
("E-Crete") for cash consideration of $0.1 million from its partner by funding
its partner's share of cash calls, thereby increasing its ownership interest to
88.8%.
2001
During 2001, the Company acquired a further 12.4% interest in E-Crete for
cash consideration of $1.2 million from its partner by funding its partner's
share of cash calls, thereby increasing its ownership interest to 85.9%.
On December 14, 2001, the Company completed the acquisition of a 100%
interest in the George/Goose Lake gold project in the Nunavut Territory by
issuing 1,333,333 common shares of the Company valued at $3.8 million. The
following is a summary of the 2001 acquisitions both of which were accounted for
using the purchase method.
GEORGE/
E-CRETE GOOSE LAKE TOTAL
----------------------------------------------------------------------------------
Fair value ascribed to net assets acquired:
Property, plant and equipment $ 1.7 $ 3.8 $ 5.5
Less liabilities assumed 0.5 - 0.5
----------------------------------------------------------------------------------
$ 1.2 $ 3.8 $ 5.0
----------------------------------------------------------------------------------
Purchase price:
Cash $ 1.2 $ - $ 1.2
Common shares - 3.8 3.8
----------------------------------------------------------------------------------
$ 1.2 $ 3.8 $ 5.0
==================================================================================
F-B40
2000
There were no business acquisitions during 2000.
3. ACCOUNTS RECEIVABLE AND OTHER ASSETS
Accounts receivable and other assets are comprised of the following:
2002 2001
----------------------------------------------------------------------------------
Taxes recoverable, interest and
miscellaneous accounts receivable $ 9.8 $ 8.3
Due from joint venture partners 0.1 5.5
Deferred costs associated with the business
combination transaction with TVX Gold Inc.
and Echo Bay Mines Ltd. (see Note 23) 5.6 -
----------------------------------------------------------------------------------
$ 15.5 $ 13.8
==================================================================================
4. INVENTORIES
Inventories are comprised of the following:
2002 2001
----------------------------------------------------------------------------------
Gold bullion and gold in process $ 12.9 $ 15.1
Mine operating parts and supplies 26.0 27.3
----------------------------------------------------------------------------------
$ 38.9 $ 42.4
==================================================================================
5. PROPERTY, PLANT AND EQUIPMENT
The components of property, plant and equipment are as follows:
2002 2001
------------------------------------------------------------------------------------------------------------------
ACCUMULATED ACCUMULATED
DEPRECIATION, DEPRECIATION,
COST, DEPLETION COST DEPLETION
NET OF AND NET BOOK NET OF AND NET BOOK
WRITE-DOWNS AMORTIZATION VALUE WRITE-DOWNS AMORTIZATION VALUE
------------------------------------------------------------------------------------------------------------------
Producing properties
Mineral properties $ 0.3 $ - $ 0.3 $ 0.3 $ - $ 0.3
Plant and equipment
(amortized on a
straight-line basis)(1) 16.8 6.1 10.7 165.5 77.4 88.1
Plant and equipment
(amortized on unit-
of-production basis)(1) 760.4 458.6 301.8 615.2 305.8 309.4
Development properties 8.1 - 8.1 8.1 - 8.1
Exploration properties 9.1 - 9.1 9.1 - 9.1
------------------------------------------------------------------------------------------------------------------
$ 794.7 $ 464.7 $ 330.0 $ 798.2 $ 383.2 $ 415.0
------------------------------------------------------------------------------------------------------------------
(1) As described in note 7(c), the Porcupine Joint Venture was formed on July
1, 2002, combining the assets of the Hoyle Pond Nighthawk Lake and Pamour
mines with the assets of the Dome mine of Placer Dome (CLA) Limited
("Placer"). From July 1, 2002, the assets of the Porcupine Joint Venture
are depreciated on the unit-of-production basis based on proven and
probable reserves only. Prior to July 1, 2002, the Hoyle Pond assets were
amortized on a straight-line basis.
F-B41
The development properties above represent the Company's investment in
the Pamour mine. While the Pamour mine has final feasibility studies, it is
subject to permitting from Canadian authorities. The necessary permits required
to commence mining of the mineral reserves contained in the existing Pamour pit,
north of Highway 101, referred to as the phase one mine plan, have been
maintained in good standing and require only administrative reactivation.
However, the Porcupine Joint Venture will require additional permit approvals to
mine south of Highway 101, which is outside of the phase one mine plan. The
Pamour mine is located in an active historical mining district. There is a
clearly defined regulatory process under federal and Ontario law that governs
the issuance of mining permits. There are no known technical, environmental,
cultural or socio-economic impediments that would prevent the issuance of mining
permits for the area south of Highway 101. Accordingly, the Company believes
there is a high level of assurance that the project will receive all required
approvals for development. The permitting process has been initiated and
environmental baseline studies are underway. A permitting schedule has been
developed by Placer, the operator of the Porcupine Joint Venture, in
consultation with the relevant government authorities, which contemplates that
the expansion project will proceed in late 2004.
There were no major asset disposals in 2002.
2001
During the year ended December 31, 2001, the Company disposed of certain
mining assets with a cost of $66.3 million and accumulated depreciation,
depletion and amortization of $60.9 million and ceased to consolidate the
Zimbabwe operations. The assets disposed of in 2001 were comprised primarily of
the Macassa mine and mill complex and the Candelaria property. The Macassa mine
located in Kirkland Lake, Ontario and the Candelaria property located near
Hawthorne, Nevada had been previously written down to their estimated net
realizable value. The gain on sale of these assets of $1.2 million is included
in gain on sale of assets in the consolidated statement of operations. Since the
assets were non-producing at the time of disposal, there are no revenue or
expense amounts included in the results of operations for 2001 other than the
gain on sale. During 2000, these properties incurred operating costs of $0.5
million and an asset write-down expense of $9.6 million.
2000
During the year ended December 31, 2000, the Company disposed of certain
mining assets with a cost of $50.5 million and accumulated depreciation,
depletion and amortization of $39.8 million. The assets disposed of in 2000 were
comprised primarily of the Denton-Rawhide mine and other surplus tangible
equipment. The Denton-Rawhide mine located near Falon, Nevada was in production
when sold. The gain on sale of these assets of $2.5 million is included in gain
on sale of assets in the consolidated statement of operations. During 2000,
prior to disposal on March 31, 2000, the Denton-Rawhide mine realized $4.4
million of mining revenue, $0.6 million of interest income, $4.1 million of
operating costs and depreciation depletion and amortization of $1.0 million for
a net loss of $0.1 million.
6. LONG-TERM INVESTMENTS
The quoted market value of the Company's long-term investments at
December 31, 2002 is $89.6 million (December 31, 2001 - $17.5 million),
including its investment in Echo Bay Mines Limited ("Echo Bay") which has a
market value of $70.8 million. The book value of the long-term investments is
comprised of the following as at December 31.
2002 2001
-------------------------------------------------------------------
Cost basis $ 11.8 $ 9.6
Equity basis - 3.3
-------------------------------------------------------------------
$ 11.8 $ 12.9
===================================================================
7. JOINT VENTURE INTERESTS
The Company conducts a portion of its business through joint ventures
under which the ventures are bound by contractual arrangements establishing
joint control over the ventures. The Company records its proportionate share of
assets, liabilities, revenue and operating expenses of the joint ventures. As at
December 31, 2002, the Company had interests in three joint venture projects.
Prior to January 1, 2002, E-Crete was considered to be a joint venture and was
accounted for using proportionate consolidation. Following the increase in its
ownership interest as described in Note 2, and other changes in conditions
between the joint venture partners, the Company has fully consolidated E-Crete.
Kamgold, a Russian joint stock company, in which Kinross held a 25% interest,
was sold in August 2002.
(A) OMOLON GOLD MINING COMPANY
The Company owns a 54.7% interest in Omolon, a Russian joint stock
company, which operates the Kubaka mine located in eastern Russia. A 50%
interest was acquired as a result of the Kinam Gold Inc. ("Kinam") acquisition
in 1998 and additional interests of 3.0% and 1.7% were acquired in December 1998
and 1999, respectively. The remaining shares are held by five Russian entities
(the "Russian Shareholders").
The Board of Directors of Omolon approves annual budgets, dividends, and
major transactions prior to execution by management. Prior to July 2002, the
Company had four of seven director votes. The remaining three director votes
represent the Russian Shareholders. Also, prior to July 2002, the Russian
Shareholders nominated the Chairman of the Board. All major transactions require
a 75% majority of votes cast at any directors meeting. The shareholders are
entitled to their pro-rata share of profits in the form of dividends and are
obliged to make their pro-rata share of contributions if required. In 2002, two
Russian Shareholders and the Magadan Administration on behalf of a third Russian
Shareholder (who together hold 38.1% of the outstanding shares of Omolon)
instituted separate legal proceedings against Omolon asserting that the original
issuance of shares was flawed and therefore null and
F-B42
void. In addition, on September 4, 2002, one of the Russian Shareholders of
Omolon who brought a lawsuit against Omolon obtained a court order to freeze
$47.0 million of gold inventory and cash. This court order was appealed and on
October 14, 2002, the amount of cash subject to the order was reduced to $22.3
million. On December 3, 2002, Omolon entered into purchase agreements with four
of the five Russian Shareholders who collectively own 44.17% of Omolon's shares.
The share purchase agreements require that all pending lawsuits against Omolon
be withdrawn. In anticipation of completing the share repurchase transactions,
the charter of Omolon was amended in July 2002 to eliminate the right of the
Russian Shareholders to appoint the chairman and the voting procedures were
changed to allow all shareholders to vote in accordance with their respective
ownership interests.
The Company continued to proportionately consolidate its investment in
Omolon during 2002 as it did not have the ability to make strategic operating,
investing and financing decisions without the influence of others. The Company
will commence full consolidation of this investment in 2003 once the Omolon
repurchase transactions have been completed and the litigation has been
withdrawn (see Note 23).
(B) COMPANIA MINERA MARICUNGA
The Company owns a 50% interest in Compania Minera Maricunga ("CMM"), a
Chilean contractual mining company, which was acquired as a result of the Kinam
acquisition in 1998. CMM owns the Refugio mine located in Central Chile. On June
1, 1999, the Company was appointed Operator of the Refugio mine and continues in
that capacity. The Company provides services to CMM in the planning and conduct
of exploration, development and mining, and related operations with respect to
the Refugio Project Properties and the Refugio mine. The investment in CMM was
written-off during 2000 (see Note 15).
The Board of Directors of CMM approves annual budgets, approves
distributions and approves major transactions prior to execution by management.
The Company has 50 votes of 100 on all matters to be decided by the Board of
Directors. In addition, suspension and recommencement of operations require
unanimous consent of the Board of Directors. The shareholders are entitled to
their pro-rata share of profits in the form of distributions and are obliged to
make their pro-rata share of contributions if required.
(C) PORCUPINE JOINT VENTURE
The Company owns a 49% interest in the Porcupine Joint Venture ("PJV"),
which conducts mining, milling and exploration operations in the Timmins area of
Ontario. As of July 1, 2002, the Company agreed to transfer to Placer Dome (CLA)
Limited an undivided 51% interest in various owned and leased mineral
properties, including the Hoyle Pond mine. Placer Dome (CLA) Limited agreed to
transfer to the Company an undivided 49% interest in various owned and leased
mineral properties. Under the PJV agreement, Placer Dome (CLA) Limited is the
operator.
The Management Committee of the PJV approves annual programs and budgets
and approves major transactions prior to execution by management. The PJV
participants are entitled to their pro-rata share of production and are obliged
to make their pro-rata share of contributions as requested.
The following table summarizes information contained in the consolidated
financial statements relative to these joint venture interests:
(D) SUMMARY OF JOINT VENTURE INFORMATION
2002 2001 2000
----------------------------------------------------------------------------------
Revenue $ 112.5 $ 87.4 $ 98.9
----------------------------------------------------------------------------------
Operating costs 55.3 57.9 66.4
Depreciation, depletion and amortization 25.1 21.6 30.9
Exploration 3.3 2.1 2.4
Interest 0.8 3.6 6.0
Write-down of property, plant and equipment - - 42.6
----------------------------------------------------------------------------------
84.5 85.2 148.3
----------------------------------------------------------------------------------
Income (loss) before taxes $ 28.0 $ 2.2 $ (49.4)
----------------------------------------------------------------------------------
Current assets $ 57.8 $ 30.2 $ 56.6
Property, plant and equipment, net 87.6 39.4 53.2
----------------------------------------------------------------------------------
145.4 69.6 109.8
----------------------------------------------------------------------------------
Current liabilities 20.6 20.3 40.0
Long-term liabilities 12.1 13.1 33.2
----------------------------------------------------------------------------------
32.7 33.4 73.2
Net investment in joint ventures $ 112.7 $ 36.2 $ 36.6
----------------------------------------------------------------------------------
Cash flow provided from operating activities $ 57.3 $ 35.8 $ 24.1
----------------------------------------------------------------------------------
Cash flow used in investing activities $ (3.0) $ (0.6) $ (7.8)
----------------------------------------------------------------------------------
Cash flow used in financing activities $ (1.6) $ (21.9) $ (20.2)
----------------------------------------------------------------------------------
F-B43
The following tables present financial information for the Company's
ownership interest for each material entity the Company proportionately
consolidates:
2002 2001 2000
-------------------------------------------------------------------------------
OMOLON GOLD MINING COMPANY
Revenue $ 69.2 $ 67.8 $ 67.8
-------------------------------------------------------------------------------
Operating costs 30.3 37.8 34.8
Depreciation, depletion and amortization 17.4 20.5 26.0
Exploration 1.3 2.1 2.3
Interest 0.5 2.9 4.8
-------------------------------------------------------------------------------
49.5 63.3 67.9
-------------------------------------------------------------------------------
Income (loss) before taxes $ 19.7 $ 4.5 $ (0.1)
-------------------------------------------------------------------------------
Current assets $ 46.5 $ 23.8 $ 47.0
Property, plant and equipment, net 12.7 31.2 45.6
-------------------------------------------------------------------------------
59.2 55.0 92.6
-------------------------------------------------------------------------------
Current liabilities 9.5 18.1 34.7
Long-term liabilities 3.8 4.5 24.7
-------------------------------------------------------------------------------
13.3 22.6 59.4
-------------------------------------------------------------------------------
Net investment in joint venture $ 45.9 $ 32.4 $ 33.2
-------------------------------------------------------------------------------
Cash flow provided from operating
activities $ 39.6 $ 37.7 $ 23.3
-------------------------------------------------------------------------------
Cash flow used in investing activities $ (0.1) $ (0.4) $ (0.1)
-------------------------------------------------------------------------------
Cash flow used in financing activities $ (1.6) $ (21.5) $ (21.0)
-------------------------------------------------------------------------------
COMPANIA MINERA MARICUNGA
Revenue $ 14.8 $ 19.5 $ 26.7
-------------------------------------------------------------------------------
Operating costs 3.3 17.4 26.4
Depreciation, depletion and amortization - - 3.9
Exploration 0.4 - -
Interest 0.3 0.3 0.6
Write-down of property, plant and
equipment - - 36.1
-------------------------------------------------------------------------------
4.0 17.7 67.0
-------------------------------------------------------------------------------
Income (loss) before taxes $ 10.8 $ 1.8 $ (40.3)
-------------------------------------------------------------------------------
Current assets $ 3.1 $ 6.2 $ 9.4
Property, plant and equipment, net - - -
-------------------------------------------------------------------------------
3.1 6.2 9.4
Current liabilities 6.0 1.7 4.8
Long-term liabilities 5.1 5.2 6.0
-------------------------------------------------------------------------------
11.1 6.9 10.8
-------------------------------------------------------------------------------
Net investment in joint venture $ (8.0) $ (0.7) $ (1.4)
-------------------------------------------------------------------------------
Cash flow provided from
(used in) operating activities $ 14.3 $ 2.2 $ (0.8)
-------------------------------------------------------------------------------
Cash flow used in investing activities $ - $ - $ (3.3)
-------------------------------------------------------------------------------
Cash flow used in financing activities $ - $ (0.4) $ (2.0)
-------------------------------------------------------------------------------
F-B44
2002 2001 2000
-------------------------------------------------------------------------------
PORCUPINE JOINT VENTURE
-------------------------------------------------------------------------------
Revenue $ 28.5 $ - $ -
-------------------------------------------------------------------------------
Operating costs 21.7 - -
Depreciation, depletion and amortization 7.7 - -
Exploration 1.6 - -
Interest - - -
Write-down of property, plant and
equipment - - -
-------------------------------------------------------------------------------
31.0 - -
-------------------------------------------------------------------------------
Loss before taxes $ (2.5) $ - $ -
-------------------------------------------------------------------------------
Current assets $ 8.2 $ - $ -
Property, plant and equipment, net 74.9 - -
-------------------------------------------------------------------------------
83.1 - -
-------------------------------------------------------------------------------
Current liabilities 5.3 - -
Long-term liabilities 3.1 - -
-------------------------------------------------------------------------------
8.4 - -
Net investment in joint venture $ 74.7 $ - $ -
-------------------------------------------------------------------------------
Cash flow provided from operating
activities $ 3.4 $ - $ -
-------------------------------------------------------------------------------
Cash flow used in investing activities $ (2.9) $ - $ -
-------------------------------------------------------------------------------
Cash flow provided from financing
activities $ - $ - $ -
-------------------------------------------------------------------------------
E-CRETE, LLC
-------------------------------------------------------------------------------
Revenue $ - $ 0.1 $ -
-------------------------------------------------------------------------------
Operating costs - 2.5 1.3
Depreciation, depletion and amortization - 1.1 -
Exploration - - -
Interest - 0.3 -
Write-down of property, plant and equipment - - -
-------------------------------------------------------------------------------
- 3.9 1.3
-------------------------------------------------------------------------------
Income (loss) before taxes $ - $ (3.8) $ (1.3)
-------------------------------------------------------------------------------
Current assets $ - $ 0.2 $ 0.2
Property, plant and equipment - 8.2 7.6
-------------------------------------------------------------------------------
- 8.4 7.8
-------------------------------------------------------------------------------
Current liabilities - 0.5 0.5
Long-term liabilities - 3.4 2.5
-------------------------------------------------------------------------------
- 3.9 3.0
-------------------------------------------------------------------------------
Net investment in joint venture $ - $ 4.5 $ 4.8
-------------------------------------------------------------------------------
Cash flow provided from operating
activities $ - $ (4.1) $ (0.3)
-------------------------------------------------------------------------------
Cash flow used in investing activities $ - $ (0.2) $ (4.3)
-------------------------------------------------------------------------------
Cash flow provided from financing
activities $ - $ - $ 2.8
-------------------------------------------------------------------------------
F-B45
8. FINANCIAL INSTRUMENTS
The Company manages its exposure to fluctuations in commodity prices,
foreign exchange rates and interest rates by entering into derivative financial
instrument contracts in accordance with the formal risk management policies
approved by the Company's Board of Directors. The Company does not hold or issue
derivative contracts for speculative or trading purposes.
(A) COMMODITY RISK MANAGEMENT
The profitability of the Company is directly related to the market price
of gold and silver. The Company uses spot deferred contracts and fixed forward
contracts to hedge against changes in commodity prices for a portion of its
forecasted gold and silver production. Spot deferred contracts are forward sale
contracts with flexible delivery dates that enable management to choose to
deliver into the contract on a specific date or defer delivery until a future
date. If delivery is postponed, a new contract price is established based on the
old contract price plus a premium (referred to as "contango"). The Company uses
written call options to economically hedge exposure to changes in spot gold
prices.
The outstanding number of ounces, average expected realized prices and
maturities for the gold commodity derivative contracts as at December 31, 2002
are as follows:
SPOT DEFERRED CALL AVERAGE
OUNCES AVERAGE OPTIONS STRIKE
EXPECTED YEAR OF DELIVERY HEDGED PRICE SOLD PRICE
(OUNCES) (OUNCES)
------------------------------------------------------------------------------
2003 137,500 $ 278 100,000 $ 320
2004 137,500 $ 278 50,000 $ 340
2005 37,500 $ 296 -
------------------------------------------------------------------------------
Total 312,500 150,000
------------------------------------------------------------------------------
There were no silver commodity derivative contracts outstanding as at
December 31, 2002.
As at December 31, 2001, the Company had spot deferred contracts for
313,000 ounces of gold and call options sold for 200,000 ounces of gold.
In February of 2001, the Company closed out 500,000 ounces of spot
deferred contracts that were designated as hedges for 2001 to 2004 and realized
a gain of $16.6 million on proceeds of $21.1 million. This gain has been
deferred and is being included in income over the original delivery schedule of
the various contracts.
In August 2000, the Company closed out 150,000 ounces of gold forward
sales contracts that were designated as hedges for 2001 and realized a gain of
$4.7 million. This gain was deferred and was included in income over the
original delivery schedule of the various contracts.
(B) FOREIGN CURRENCY RISK MANAGEMENT
All sales revenues for the Company are denominated in U.S. dollars. The
Company is exposed to currency fluctuations on expenditures which are
denominated in Canadian dollars, Russian rubles, Chilean pesos and other
currencies. These potential currency fluctuations could have a significant
impact on the cost of producing gold and thereby, the profitability of the
Company. This risk is reduced, from time to time, through the use of foreign
exchange forward contracts to fix the exchange rates on future revenue flows.
As at December 31, 2002, the Company has foreign currency forward
contracts to sell U.S. dollars and buy Canadian dollars of CDN $25.8 million at
an average exchange rate of 1.5175 (2001 - CDN $35.8 million at an average
exchange rate of 1.4934). These contracts mature over a 12 month period ending
December 2003.
(C) INTEREST RATE RISK MANAGEMENT
The Company is exposed to interest rate risk as a result of its issuance
of variable rate debt. There are no interest rate hedging transactions
outstanding as at December 31, 2002.
(D) ENERGY PRICE RISK
The Company is exposed to changes in crude oil prices as a result of
diesel fuel consumption, primarily at its Fort Knox and Kubaka mines. The
potential fluctuations in crude oil prices could have a significant impact on
the cost of producing gold and the profitability of the Company. This risk is
reduced, from time to time, through the use of crude oil forward purchase
contracts to lock in firmly committed future operating costs.
As at December 31, 2002, the Company had no hedging agreements in place
to purchase fuel. As at December 31, 2001, the Company had agreements to buy
28,500 barrels of crude oil forward at a price of $20.83 per barrel.
F-B46
(E) CREDIT RISK MANAGEMENT
Credit risk relates to accounts receivable and derivative contracts and
arises from the possibility that a counterparty to an instrument fails to
perform. The Company only transacts with highly-rated counterparties and a limit
on contingent exposure has been established for each counterparty based on the
counterparty's credit rating. At December 31, 2002, the Company's gross credit
exposure was $9.9 million (December 31, 2001 - $13.8 million).
(F) FAIR VALUES OF FINANCIAL INSTRUMENTS
Carrying values for primary financial instruments, including cash and
cash equivalents, bullion settlements and other accounts receivable, marketable
securities, accounts payable and accrued liabilities, approximate fair values
due to their short-term maturities. The carrying value for long-term debt (other
than convertible debentures and redeemable retractable preferred shares)
approximates fair value primarily due to the floating rate nature of the debt
instruments.
The fair value of the outstanding convertible debentures is based on the
quoted market price of the debentures at the respective balance sheet dates and,
as at December 31, 2002 and 2001, was approximately $107.1 million (CDN $169.2
million) and $71.8 million (CDN $114.3 million), respectively. Fair value
estimates for derivative contracts are based on quoted market prices for
comparable contracts and represent the amount the Company would have received
from, or paid to, a counterparty to unwind the contract at the market rates in
effect at December 31. The following table represents the fair value (loss)
relating to derivative contracts outstanding as at December 31:
2002 2001
------------------------------------------------------------------------
Gold and silver forward sales contracts(1) $ (20.3) $ (3.6)
Foreign currency contracts(2) (0.8) (1.5)
(1) Based on a spot gold price of $343 and $277 per ounce as at
December 31, 2002 and 2001, respectively.
(2) Based on a Canadian Dollar exchange rate of 1.5796 and 1.5926 at
December 31, 2002, and 2001, respectively.
The fair value of written call options is recorded in the financial
statements at each measurement date.
9. LONG-TERM DEBT
PRINCIPAL REPAYMENT SCHEDULE
AS AT DECEMBER 31, 2002
---------------------------------------------------------------------------------------------------
INTEREST
RATES 2001 2002 2003 2004 2005
---------------------------------------------------------------------------------------------------
Kubaka project-financing debt Variable $ 4.2 $ 2.6 $ 2.6 $ - $ -
Fort Knox industrial revenue bonds Variable 49.0 25.0 15.0 10.0 -
E-Crete project financing debt Variable 3.3 3.8 3.8 - -
Capital leases 8.0%-9.5% 7.6 4.8 1.9 2.9 -
---------------------------------------------------------------------------------------------------
64.1 36.2 $ 23.3 $ 12.9 $ -
---------------------------------------------------------------------------------------------------
Less current portion 33.1 23.3
---------------------------------------------------------------------------------------------------
$ 31.0 $ 12.9
---------------------------------------------------------------------------------------------------
ALL LONG-TERM DEBT IS DENOMINATED IN US DOLLARS.
The European Bank for Reconstruction and Development ("EBRD") and the
U.S. Overseas Private Investment Corporation ("OPIC") provided project-financing
debt on the Kubaka mine. As at December 31, 2000, this debt was $36.6 million.
In 2001, Omolon repaid $28.9 million and in 2002 repaid $3.0 million leaving
$4.75 million outstanding to EBRD as at December 31, 2002. The Company's 54.7%
proportionate share of these obligations is $2.6 million as at December 31, 2002
(December 31, 2001 - $4.2 million). Interest on the project-financing debt is
variable based upon LIBOR and as at December 31, 2002 is approximately 5.8% per
annum (December 31, 2001 - 6.2%). The project-financing debt became recourse
solely to Omolon after completion tests were passed in late 1999. The project
financing debt was originally scheduled to be repaid by December 15, 2001.
However, the project financing debt loan has been extended until December 15,
2003.
F-B47
The solid waste disposal facility at the Fort Knox mine was financed by
$71.0 million of tax-exempt industrial revenue bonds. The variable rate bonds,
maturing in May 2009, were issued by the Alaska Industrial Development and
Export Authority and are supported by a letter of credit issued by the Company
pursuant to the syndicated credit facility. The floating interest rate on the
bonds was approximately 1.3% as at December 31, 2002 (December 31, 2001 - 1.9%).
On April 4, 2001, the Company repaid $22.0 million of principal leaving a
balance then outstanding of $49.0 million. On January 2, 2002, the Company
repaid $9.0 million of principal leaving a balance then outstanding of $40.0
million. On December 4, 2002, the Company repaid $15.0 million of principal
leaving a balance outstanding at December 31, 2002 of $25.0 million.
EXPIRING CREDIT FACILITY
In March 2000, the Company arranged a syndicated credit facility for
$110.0 million. The primary purpose of this facility is to provide credit
support that enables the Company to issue letters of credit on the Fort Knox
Industrial Revenue bonds. This facility matures in October 2, 2003. During the
life of the credit facility the Company must either reduce its letters of credit
according to an agreed upon amortization schedule or post cash in order to
defease the debt. The assets of the Fort Knox mine have been pledged as
collateral under this credit facility (see Note 17).
LOAN REPAYMENT SCHEDULE
CREDIT
FACILITY
DATE REPAYMENT BALANCE
---------------------------------------------------------------------------------------
December 2000 $ - $ 90.0
February 2001 20.0 70.0
January 2002 20.0 50.0
June 2002 20.0 30.0
October 2003 Facility expires -
As at December 31, 2002, the credit facility had been reduced to $30.0
million. The letters of credit issued at December 31, 2002 were as follows:
PURPOSE AMOUNT
---------------------------------------------------------------------------------------
Credit Support for Fort Knox industrial revenue bonds $ 25.5
Credit Support E-Crete project financing 3.9
Surety Bond Collateral 4.0
Reclamation and other obligations 5.1
---------------------------------------------------------------------------------------
$ 38.5
=======================================================================================
Cash of $8.5 million was posted with a financial institution in order to
issue letters of credit in excess of the credit limit of the existing credit
facility.
In May 2000, E-Crete arranged a project finance loan which enabled it to
finance construction of its first production plant in Phoenix, Arizona. The loan
facility is guaranteed by a letter of credit issued pursuant to the syndicated
credit facility.
NEW CREDIT FACILITY
On February 27, 2003, the Company entered into a new syndicated credit
facility. The new syndicated credit facility has a maturity date of December 31,
2005 and a total committed amount of $125.0 million.
The primary purpose of the credit facility is to enable the Company to
issue letters of credit to various regulatory agencies to satisfy its financial
assurance requirements. The assets of the Fort Knox mine and shares in various
wholly-owned subsidiaries are pledged as collateral for this facility.
CAPITAL LEASES
The Company has capital leases for certain production equipment at its
various operations. Interest on these leases ranges from 8.0% to 9.5% per annum.
10. SITE RESTORATION COSTS
Although the ultimate amount of site restoration costs is uncertain, the
Company estimates this obligation at $70.4 million based on information
currently available including closure plans and applicable regulations. As at
December 31, 2002, the Company has accrued $57.0 million of this estimated
obligation (December 31, 2001 - $55.6 million). In addition, the Company has
posted bonds and letters of credit totaling $57.3 million as requested by
various regulatory agencies. In view of uncertainties concerning future site
restoration costs, ultimate costs could differ from the estimated amounts.
Future changes, if any, in regulations and cost assumptions may be significant
and will be recognized when applicable.
F-B48
11. CONVERTIBLE DEBENTURES
On December 5, 1996, the Company issued unsecured subordinated
convertible debentures in the aggregate principal amount of $146.0 million (CDN
$200.0 million). The debentures bear interest at 5.5% per annum, mature on
December 5, 2006 and, at the holders' option, are convertible into common shares
of the Company at a conversion price of CDN $40.05 per share, being a rate of
24.9687 common shares per CDN $1,000 principal amount of debentures. Interest is
payable in cash, however, the Company has the right to settle the principal
amount by the issuance of common shares. The debentures were redeemable after
June 30, 2000 until December 31, 2001 at par plus accrued and unpaid interest
under certain conditions relating to the price of the common stock. On or after
December 31, 2001, the debentures are redeemable at par plus accrued and unpaid
interest. No debentures were redeemed in either 2002 or 2001. The Company may,
at its option, elect to satisfy its obligation to pay the principal amount of
the debentures upon redemption or at maturity by issuing and delivering to the
holders, for each $1,000 principal amount of debentures, the greater of :
- that number of common shares obtained by dividing such aggregate
principal amount by 95% of the weighted average trading price of the common
shares on the Toronto Stock Exchange for the 20 consecutive trading days ending
on the fifth trading day prior to the date on which notice of such election is
first given; and
- that number of common shares obtained by dividing such aggregate
principal amount by 95% of the weighted average trading price of the common
shares on the Toronto Stock Exchange for the 20 consecutive trading days ending
on the fifth trading day prior to the redemption date or the maturity date, as
the case may be.
The debentures are being accounted for in accordance with their substance
and are presented in the financial statements in their component parts, measured
at their respective fair values at the time of issue. The debt component has
been calculated as the present value of the required interest payments
discounted at a rate approximating the interest rate that would have been
applicable to non-convertible debt at the time the debentures were issued.
Interest expense is determined on the debt component, such component being
reduced by the required semi-annual interest payments. The difference between
the debt component and the face value of the debentures is classified as equity,
net of issue costs adjusted for income taxes. The equity component of the
debentures, net of the value ascribed to the holders' option, is increased over
the term to the full face value by charges to retained earnings (deficit).
During 2000, the Company bought back $0.15 million (CDN $0.2 million)
principal amount of the debentures for $0.07 million (CDN $0.1 million). No
debentures were bought back in 2001 or 2002.
As at December 31, 2002, the outstanding principal amount of the
debentures was $123.8 million (CDN $195.6 million) (December 31, 2001 - $122.8
million (CDN $195.6 million)).
12. REDEEMABLE RETRACTABLE PREFERRED SHARES
As at December 31, 2002 and 2001, 384,613 redeemable retractable
preferred shares are outstanding and held by a senior officer and director of
the Company.
The holder of the redeemable retractable preferred shares is entitled to
receive a CDN $0.80 per share fixed cumulative annual preferential cash
dividend, payable in equal quarterly installments and, is entitled at any time
to convert all or any part of the redeemable retractable preferred shares into
common shares on the basis of 2.7518 common shares for each redeemable
retractable preferred share so converted, subject to anti-dilution adjustments.
The Company may at any time redeem, upon a minimum thirty day notice, all or any
part of the redeemable retractable preferred shares at a price of CDN $10.00 per
share, together with unpaid dividends accrued to the date of redemption. The
holder of the redeemable retractable preferred shares is entitled to require the
Company to redeem for cash all or any part of the redeemable retractable
preferred shares at this price.
13. CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY
The convertible preferred shares of subsidiary company comprise 1,840,000
shares of $3.75 Series B Convertible Preferred Shares of Kinam ("Kinam Preferred
Shares"). The Kinam Preferred Shares are convertible into common shares of the
Company at a conversion price of $30.92 per share (equivalent to a conversion
rate of 1.6171 common shares for each preferred share), subject to adjustment in
certain events.
The Kinam Preferred Shares are redeemable at the option of the Company at
any time on or after August 15, 1997, in whole or in part, for cash initially at
a redemption price of $52.625 per share declining ratably annually to $50.00 per
share on or after August 15, 2004, plus accrued and unpaid dividends.
Annual cumulative dividends of $3.75 per share are payable quarterly on
each February 15, May 15, August 15 and November 15, as and if declared by
Kinam's Board of Directors.
On July 12, 2001, the Company acquired 945,400 Kinam Preferred Shares in
exchange for 8,062,164 common shares of the Company (see Note 14). On March 28,
2002, 652,992 Kinam Preferred Shares were acquired in a $16.00 per share cash
tender offer and after extending the offer an additional 17,730 Kinam Preferred
Shares were tendered on April 4, 2002. During 2002, 350 Kinam Preferred Shares
were tendered in exchange for 566 common shares of the Company, leaving 223,528
held by non-affiliated shareholders at December 31, 2002.
No dividends were paid on the Kinam Preferred Shares during 2002 or 2001
(2000: $3.4 million). Due to low gold prices and reduced cash flow from
operations, dividend payments on these shares were suspended in accordance with
their terms in August 2000 and continue to remain suspended. The cumulative
dividends in arrears on the Kinam Preferred Shares owned by non-controlling
shareholders of $2.2 million as at December 31, 2002 have been accrued and
included in the carrying value of the convertible preferred shares of subsidiary
company.
If all of the Kinam Preferred Shares owned by non-controlling
shareholders were converted, an additional 361,467 common shares of the Company
would be issued.
F-B49
14. COMMON SHARE CAPITAL AND COMMON SHARE PURCHASE WARRANTS
The authorized share capital of the Company is comprised of an unlimited
number of common shares.
Under a special resolution of the shareholders of the Company on January
28, 2003, the shareholders authorized the consolidation of the issued and
outstanding common shares of the Company on the basis of one consolidated common
share for each three old common shares. All share capital, share and option data
have been retroactively restated to reflect the share consolidation (see Notes 1
and 23).
A summary of common share and common share purchase warrants-transactions
for each of the years in the three-year period ended December 31, 2002 is as
follows:
2002 2001 2000
---------------------------------------------------------------------------------------------------------------
NUMBER NUMBER NUMBER
OF SHARES OF SHARES OF SHARES
(MILLIONS) AMOUNT (MILLIONS) AMOUNT (MILLIONS) AMOUNT
---------------------------------------------------------------------------------------------------------------
Balance, January 1, 111.5 $ 945.7 100.3 $ 913.2 100.1 $920.3
Issued:
Public offering 24.3 102.2 - - - -
Upon acquisition of Kinam
preferred shares - - 8.1 23.2 - -
Under restricted
share plan - - - 0.1 - -
Under employee share
purchase plan 0.2 0.9 0.4 0.8 0.7 1.8
Under stock
option plan 0.1 0.3 - - - -
Upon buy-back
of common shares
under normal
course issuer bid - - - - (1.2) (10.3)
Upon the acquisition
of George/Goose
Lake Gold Project - - 1.3 3.8 - -
Private placement
for cash - - 1.4 4.6 0.7 1.4
Value ascribed to common share
purchase warrants - 9.4 - - - -
---------------------------------------------------------------------------------------------------------------
Balance,
December 31, 136.1 $1,058.5 111.5 $ 945.7 100.3 $913.2
---------------------------------------------------------------------------------------------------------------
On February 12, 2002, the Company issued 7,666,667 common shares from
treasury for total proceeds, before costs of issue, of $19.5 million.
On December 5, 2002, the Company issued 16,666,667 common shares and 25.0
million common share purchase warrants, for total proceeds, before costs of
issue, of $97.7 million. Three common share purchase warrants can be exercised
on or before December 5, 2007 for one common share at an exercise price of CDN
$15.00. The fair value of the common share purchase warrants was $9.4 million.
On July 12, 2001, the Company issued 8,062,164 common shares valued at
$23.2 million to acquire 945,400 Kinam Preferred Shares plus rights to accrued
but unpaid dividends with a book value of $48.9 million (see Note 13). The $25.7
million difference between the fair value of the Company's common stock on the
date of announcement and the book value of the Kinam Preferred Shares owned by
the non-controlling shareholders was applied against the carrying values of
certain property, plant and equipment.
On September 27, 2001, the Company issued 666,667 flow-through common
shares under a private placement transaction, for cash consideration of $2.1
million. On December 10, 2001 an additional 750,000 flow-through common shares
were issued under a private placement transaction for cash consideration of $2.5
million.
On December 14, 2001, the Company issued 1,333,333 common shares to
acquire a 100% interest in the George/Goose Lake gold project in Nunavut valued
at $3.8 million.
On December 22, 2000, the Company issued 666,667 flow-through common
shares under a private placement transaction, for cash consideration of $1.4
million.
F-B50
Flow-through common shares require the Company to expend an amount
equivalent to the proceeds of the issue on prescribed resource expenditures. If
the Company does not incur the committed resource expenditures or fails to
renounce the expenditures to the benefit of the holders of the shares, the
Company will be subject to a penalty imposed by the Canada Customs and Revenue
Agency equal to one-tenth of the unspent amount and, pursuant to the
flow-through share subscription agreements, the Company will be required to
indemnify the holders of the shares for any tax and other costs payable by them
as a result of the Company not making the required resource expenditures.
As at December 31, 2002, 2001 and 2000, the Company's remaining
commitment with respect to unspent resource expenditures under flow-through
common share agreements was $ nil, $4.6 million and $1.4 million, respectively.
During 2000, the Company initiated normal course issuer bids for the
purchase of common shares of the Company. The excess of the stated capital of
the shares purchased over their cost has been recorded as contributed surplus as
follows:
NUMBER OF
COMMON SHARES
PURCHASED COST OF STATED CONTRIBUTED
(MILLIONS) ACQUISITION CAPITAL SURPLUS
--------------------------------------------------------------------------------
2000 1.17 $ 5.3 $ 10.3 $ 5.0
SHARE PURCHASE PLAN
The Company has an employee share purchase plan whereby employees of the
Company have an opportunity to purchase common shares. The plan allows employees
to contribute up to a maximum of 10% of their base annual salary. In addition,
the Company matches the employees' contributions. Quarterly, the Company issues
from treasury common shares equal to the employees' contribution and the
Company's contribution. The common shares are purchased based on the average of
the last twenty trading sessions prior to the end of the quarter. The Company
issued from treasury 0.2 million common shares pursuant to the plan during 2002
(2001 - 0.4 million).
RESTRICTED SHARE PLAN
On February 15, 2001, the Company approved the adoption of a restricted
share plan. The restricted share plan provides that restricted share rights may
be granted to employees, officers, directors and consultants of the Company as a
discretionary payment in consideration of past services. A restricted share
right is exercisable into one common share entitling the holder to acquire the
common share for no additional consideration. The maximum number of common
shares issuable under the restricted share plan is currently 271,667. A
participant of this plan would have the right to receive cash instead of
restricted shares upon exercise of the restricted share rights. As at December
31, 2002 and 2001, the Company had no restricted share rights outstanding.
STOCK OPTION PLAN
The Company has a stock option plan for directors, officers and
employees, enabling them to purchase common shares. The total number of options
outstanding at any time cannot exceed 10% of the total number of outstanding
common shares. Each option granted under the plan is for a maximum term of five
years and options granted before July 20, 2000 are exercisable as to 33.33% each
year, commencing one year after the date of grant. Options granted from July 20,
2000 to September 19, 2001 are exercisable 50% immediately and 50% on or after
the first anniversary date of such grant. Options granted to the Chairman,
President and Directors, subsequent to September 19, 2001 are exercisable as to
33.33% each year commencing one year after the date of grant. Options granted to
all other officers and employees, subsequent to September 19, 2001, are
exercisable as to 50% each year commencing one year after the date of grant. The
exercise price is determined by the Company's Board of Directors at the time the
option is granted, subject to regulatory approval and may not be less than the
closing market price of the common shares on the trading day prior to the grant
of the option or, if no stock was traded on that day, on the last trading day
prior to the grant of the option. The stock options outstanding at December 31,
2002 expire at various dates to December 12, 2007. As at December 31, 2002, 0.5
million common shares, in addition to those outstanding at year end, were
available for granting of options.
A summary of the status of the stock option plan as at December 31, 2002,
2001 and 2000 and changes during the years ended on those dates, after giving
retroactive effect to the share consolidation referred to in Note 23, is as
follows:
2002 2001 2000
(MILLIONS) (MILLIONS) (MILLIONS)
---------------------------------------------------------------------------------------
Outstanding at beginning of year 4.0 3.8 3.5
Exercised (0.1) - -
Granted 0.5 0.5 1.2
Cancelled (1.1) (0.3) (0.9)
---------------------------------------------------------------------------------------
Outstanding at end of year 3.3 4.0 3.8
=======================================================================================
F-B51
The following table summarizes information with respect to the stock
options outstanding at December 31, 2002:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------------------------------------------------------------
NUMBER NUMBER
OUTSTANDING WEIGHTED EXERCISABLE
AS AT AVERAGE WEIGHTED AS AT WEIGHTED
DECEMBER 31, REMAINING AVERAGE DECEMBER 31, AVERAGE
2002 CONTRACTUAL EXERCISE 2002 EXERCISE
RANGE OF EXERCISE PRICES (000'S) LIFE PRICE (000'S) PRICE
------------------------------------------------------------------------------------------------------
$1.53 - $6.00 2,680 2 years, 339 days $ 3.64 1,870 $ 3.25
$6.01 - $12.00 594 321 days $ 7.91 594 $ 7.91
$12.01 - $28.11 46 1 year, 233 days $ 19.81 46 $ 20.65
------------------------------------------------------------------------------------------------------
3,320 2,510
======================================================================================================
Effective January 1, 2002, the Company adopted the recommendations of the
CICA for stock-based compensation and other stock-based payments. This
recommendation establishes standards for the recognition, measurement and
disclosure of stock-based compensation and other stock-based payments made in
exchange for goods and services. The standard requires that all stock-based
awards made to non-employees be measured and recognized using a fair value based
method. The standard encourages the use of a fair value based method for all
awards granted to employees, but only requires the use of a fair value based
method for direct awards of stock, stock appreciation rights, and awards that
call for settlement in cash or other assets. Awards that the Company has the
ability to settle in stock are recorded as equity, whereas awards that the
Company is required to or has a practice of settling in cash are recorded as
liabilities.
Under CICA Handbook Section 3870, "Stock-based Compensation and Other
Stock-based Payments" which is essentially the same as the U.S. pronouncement,
SFAS 148, the Company's pro-forma net loss and loss per share under CDN GAAP
would be as follows:
YEARS ENDED DECEMBER 31,
--------------------------------------------------------------------------------
CDN GAAP 2002 2001 2000
--------------------------------------------------------------------------------
Net loss applicable to common shares
As reported $ (38.2) $ (44.0) $ (132.6)
Add stock compensation cost (2.0) (1.1) (2.4)
--------------------------------------------------------------------------------
Pro-forma $ (40.2) $ (45.1) $ (135.0)
================================================================================
Loss per share, basic and diluted (DOLLARS)
As reported $ (0.32) $ (0.42) $ (1.33)
Pro-forma $ (0.34) $ (0.43) $ (1.36)
The fair value of the options granted during 2002, 2001 and 2000 is
estimated to be $2.0 million, $1.1 million and $2.4 million, respectively. The
fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumption used for grants in 2002, 2001 and 2000: dividend yield of 0%;
expected volatility of 70%, 61% and 57%, respectively; risk-free interest rates
varying from 2.9% to 6.7%; and an expected life of five years.
PER SHARE INFORMATION
Basic loss per common share has been calculated using the weighted
average number of common shares outstanding during the year, after giving
retroactive effect to the three for one common share consolidation approved by
shareholders on January 28, 2003. For the years ended December 31, 2002, 2001,
and 2000, conversion or exercise of the convertible debentures, convertible
preferred shares of subsidiary company, redeemable retractable preferred shares,
stock options and common share purchase warrants would have no dilutive effect.
15. WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT AND OTHER NON-CASH CHARGES
The Company annually reviews the carrying values of its portfolio of
mining development and reclamation properties, including estimated costs for
closure. Through this process the Company determined that the following assets
had been impaired and therefore were written down to their estimated recoverable
amount.
F-B52
The components of the write-downs are as follows:
2002 2001 2000
-----------------------------------------------------------------------------------
Refugio mine - producing mine $ - $ - $ 36.1
Blanket mine - producing mine - 11.8 -
Aginskoe project - development project - - 6.5
Delamar property - reclamation project 5.7 4.3 7.2
Haile property - reclamation project 0.6 - 0.1
Macassa property - reclamation project - - 7.5
Sleeper property - reclamation project 0.3 - 2.9
Hayden Hill property - reclamation project - - 2.8
Candelaria property - reclamation project - - 2.1
Guanaco property - reclamation project - - 2.1
Q.R. property - reclamation project 1.1 - 1.8
Other - - 3.0
-----------------------------------------------------------------------------------
$ 7.7 $ 16.1 $ 72.1
===================================================================================
In the fourth quarter of 2002, following a comprehensive view of its
mining properties on the basis set out in Note 1, the Company determined that
the liabilities previously accrued to reclaim certain shutdown operations were
insufficient and required a further $7.7 million accrual. These adjustments were
required due to new and more stringent regulatory requirements for mine closure.
The 2002 fourth quarter review was performed using a gold price assumption of
$325 per ounce.
In the fourth quarter of 2001, following a comprehensive review of its
mining properties on the basis set out in Note 1, the Company determined that
the estimated cost to reclaim the DeLamar mine was insufficient and required a
further $4.3 million accrual. This adjustment was required due to a reassessment
of the amount of water to be reclaimed from this site. In addition, as a result
of the extreme inflationary pressures within Zimbabwe, difficulty in accessing
foreign currency to pay for imported goods and services and the current civil
unrest, the Company has recorded a write-down of the carrying value of the
Blanket mine by $11.8 million (including cash of $1.5 million). Furthermore, the
current political situation in Zimbabwe and the related social and economic
instability have prevented the Company from continuing to exercise control of
its subsidiary in Zimbabwe, which operates the Blanket mine. Consequently, the
imposition of severe foreign exchange and currency export restrictions and the
uncertainty as to whether the Zimbabwean subsidiary had the ability to
distribute its earnings, the Company has discontinued the consolidation of the
Zimbabwean subsidiary effective December 31, 2001. The investment in the
subsidiary is nil following the write-down of the Blanket mine described above.
The 2001 fourth quarter review was performed using a gold price assumption of
$300 per ounce.
In the fourth quarter of 2000, following a comprehensive review of its
mining properties on the basis set out in Note 1, the Company determined that
the net recoverable amounts of the Refugio mine and other non-core assets and
development projects (principally Aginskoe, DeLamar, Macassa, Guanaco, Sleeper,
QR and Hayden Hill) were less than the net book value of the related assets. As
a result of this review, the Company recorded a pre-tax write-down totaling
$72.1 million to write-down these mining properties and other development
projects and non-core assets to their estimated recoverable amounts. The 2000
fourth quarter review was performed using a gold price assumption of $300 per
ounce.
16. INCOME AND MINING TAXES
(a) The provision for (recovery of) income and mining taxes is as
follows:
2002 2001 2000
-----------------------------------------------------------------------------------
Income taxes
Current
Canada(1) $ 0.3 $ 0.2 $ 0.3
Foreign 6.2 2.7 4.1
Future
Canada - - -
Foreign - - -
Mining taxes
Current - Canada - - -
Future - Canada - - (3.5)
-----------------------------------------------------------------------------------
$ 6.5 $ 2.9 $ 0.9
===================================================================================
(1) Represents Large Corporations Tax.
F-B53
(b) The reconciliation of the combined Canadian federal and provincial
statutory income tax rate to the effective tax rate is as follows:
2002 2001 2000
-----------------------------------------------------------------------------------
Combined statutory income tax rate (40.1)% (41.1)% (42.0)%
Increase (decrease) resulting from:
Mining taxes - - (2.9)
Resource allowance and depletion 7.4 4.7 0.2
Difference in foreign tax rates (6.8) 10.2 12.0
Non-recognition of benefit of losses 70.7 35.7 33.1
Benefit of loss not previously recognized (4.2) - -
Other 1.3 0.6 0.4
-----------------------------------------------------------------------------------
Effective tax rate 28.3% 10.1% 0.8%
===================================================================================
(c) At December 31, 2002, the Company has Canadian net operating loss
carryforwards of approximately $28.5 million which expire in 2006 through 2009.
In addition, the Company has approximately $22.4 million of resource
expenditures that are limited in their deduction to income from specific
properties.
(d) At December 31, 2002, the Company has U.S. net operating loss
carryforwards of approximately $262.6 million and alternative minimum tax net
operating losses of approximately $177.4 million expiring in 2004 through 2022.
The use of the U.S. loss carryforwards will be limited in any given year as a
result of previous changes in ownership of the Company.
(e) At December 31, 2002, the Company has Chilean net operating loss
carryforwards of approximately $150.6 million which do not expire.
(f) At December 31, 2002, the Company has Australian net operating
loss carryforwards of approximately $9.4 million which do not expire.
(g) The following information summarizes the principal temporary
differences and the related future tax effect.
2002 2001 2000
---------------------------------------------------------------------------------------
Future tax assets
Accrued expenses and other $ 4.2 $ 4.4 $ 5.1
Site restoration cost accruals 9.3 5.9 10.5
Deferred revenue - - 1.4
Alternative minimum tax credits 8.0 8.0 5.7
Non-capital loss carryforwards 127.0 123.7 129.1
Inventory capitalization 0.2 0.2 0.5
---------------------------------------------------------------------------------------
Gross future tax assets 148.7 142.2 152.3
Future tax liabilities
Property, plant and equipment 22.7 41.9 20.0
---------------------------------------------------------------------------------------
126.0 100.3 132.3
Valuation allowance 129.3 103.6 135.8
---------------------------------------------------------------------------------------
Net future tax liabilities $ 3.3 $ 3.3 $ 3.5
=======================================================================================
17. SEGMENTED INFORMATION
The Company operates four gold mines: Fort Knox, located in Alaska;
Kubaka (54.7% ownership), located in Russia; Blanket, located in Zimbabwe; and
Refugio, located in Chile. In addition the Company has a 49% interest in the
Porcupine Joint Venture, located in Ontario, an 88.8% interest in E-Crete, a
producer of aerated concrete, and several other gold mining assets in various
stages of reclamation, closure, care and maintenance and development and
corporate offices in Canada and the United States. As of December 31, 2001, the
Company no longer consolidates the Zimbabwe operation as a result of the
political situation in that country. As the products and services in each of the
reportable segments, except for the corporate activities, are essentially the
same, the reportable segments have been determined at the level where decisions
are made on the allocation of resources and capital, and where complete internal
financial statements are available.
F-B54
REPORTABLE OPERATING SEGMENTS
---------------------------------------------------------------------------------------------------------------
PORCUPINE
JOINT CORPORATE
VENTURE KUBAKA FORT KNOX BLANKET REFUGIO E-CRETE AND OTHER TOTAL
(D) (C)
---------------------------------------------------------------------------------------------------------------
AS AT DECEMBER 31, 2002 AND FOR THE YEAR ENDED DECEMBER 31, 2002
Mining revenue $ 58.2 $ 69.2 $ 131.6 $ - $ 4.3 $ - $ (2.3) $ 261.0
Operating costs 38.6 28.6 99.2 - 3.9 3.2 1.3 174.8
Interest revenue - 0.2 - - - - 1.3 1.5
Interest expense - 0.3 1.5 - 0.3 0.4 2.5 5.0
Depreciation, depletion
and amortization 16.4 20.1 54.9 - - 1.1 (7.2) 85.3
Write-down of mineral
properties - - - - - - (7.7) (7.7)
Segment profit (loss) (a) 1.3 21.3 (25.6) - 12.3 (4.1) (30.0) (24.8)
Segment assets 83.1 64.4 264.4 - 3.1 8.3 174.7 (b) 598.0
Capital expenditures 6.7 0.1 15.0 - - 0.3 0.5 22.6
As at December 31, 2001 and for the year ended December 31, 2001
Mining revenue $ 41.7 $ 67.8 $ 109.0 $ 13.3 $ 18.4 $ - $ 19.9 $ 270.1
Operating costs 29.1 34.1 82.9 11.2 17.4 2.6 3.4 180.7
Interest revenue - 2.2 - 0.1 - - 2.9 5.2
Interest expense - 2.0 3.6 - 0.4 0.3 2.8 9.1
Depreciation, depletion
and amortization 13.2 24.0 42.9 2.3 - 1.1 2.3 85.8
Write-down of mineral
properties - - - 11.8 - - 4.3 16.1
Segment profit (loss) (a) (0.7) 8.7 (20.9) (10.8) 1.7 (3.9) (1.4) (27.3)
Segment assets 86.6 70.3 324.3 - 7.0 8.5 80.9 (b) 577.6
Capital expenditures 7.9 0.4 20.2 1.1 - 0.1 0.7 30.4
As at December 31, 2000 and for the year ended December 31, 2000
Mining revenue $ 38.4 $ 67.7 $ 102.8 $ 9.3 $ 23.8 $ - $ 29.0 $ 271.0
Operating costs 33.7 33.7 74.8 8.4 26.4 1.3 11.3 189.6
Interest revenue - 2.1 - 0.5 - - 6.6 9.2
Interest expense - 3.5 5.7 - 0.7 - 4.4 14.3
Depreciation, depletion
and amortization 13.1 30.8 31.9 2.2 3.9 - 11.3 93.2
Write-down of mineral
properties - - - - 36.1 - 36.0 72.1
Segment profit (loss) (a) (8.3) 2.2 (9.7) (1.3) (40.3) (1.3) (41.8) (100.5)
Segment assets 96.8 122.6 345.0 12.0 9.4 7.9 106.3 (b) 700.0
Capital expenditures 13.9 0.1 17.6 1.5 3.2 4.3 1.0 41.6
--------------------------
(a) Segment profit (loss) includes the write-down of property, plant and
equipment.
(b) Includes $155.4 million (2001 - $64.4 million, 2000 - $53.4 million) in
cash and cash equivalents held at the Corporate level.
(c) Includes Corporate and other non-core mining operations.
(d) 2001 and 2000 amounts are for the Hoyle Pond mine. 2002 amounts represent
the Hoyle Pond mine from January 1 to June 30 and the 49% interest in the
Porcupine Joint Venture from July 1 to December 31.
F-B55
RECONCILIATION OF REPORTABLE OPERATING SEGMENT (LOSS) PROFIT TO NET LOSS
FOR THE YEAR:
2002 2001 2000
-----------------------------------------------------------------------------------
Segment profit (loss) $ 5.2 $ (25.9) $ (58.7)
Add (deduct) items not
included in segment profit (loss):
Corporate and other (30.0) (1.4) (41.8)
-----------------------------------------------------------------------------------
(24.8) (27.3) (100.5)
Gain on sale of assets 2.7 1.2 4.1
Share in loss of investee companies (0.6) (2.2) (8.1)
Write-down of marketable
securities and long-term investments (0.2) - (13.1)
Provision for income and mining taxes (6.5) (2.9) (0.9)
Dividends on convertible preferred
shares of subsidiary company (1.5) (5.1) (6.9)
-----------------------------------------------------------------------------------
Net loss for the year $ (30.9) $ (36.3) $ (125.4)
===================================================================================
ENTERPRISE-WIDE DISCLOSURE:
GEOGRAPHIC INFORMATION:
PROPERTY, PLANT
MINING REVENUE AND EQUIPMENT
------------------------------------------------------------------------------
2002 2001 2000 2002 2001
------------------------------------------------------------------------------
United States $ 128.0 $ 123.3 $123.9 $ 234.7 $289.8
Russia 69.2 67.8 67.7 11.2 31.0
Chile 4.3 18.7 28.1 - -
Other - 13.3 9.3 5.2 5.3
------------------------------------------------------------------------------
Total foreign 201.5 223.1 229.0 251.0 326.1
Canada 59.5 47.0 42.0 78.9 88.9
------------------------------------------------------------------------------
Total $ 261.0 $ 270.1 $271.0 $ 330.0 $415.0
==============================================================================
The Company is not economically dependent on a limited number of
customers for the sale of its product because gold can be sold through numerous
commodity market traders worldwide. In 2002, sales to five customers totaled
$52.1 million, $41.3 million, $35.7 million, $34.1 million and $27.4 million,
respectively. In 2001, sales to four customers totalled $46.5 million, $43.3
million, $32.0 million and $26.8 million, respectively. In 2000, sales to three
customers totalled $42.3 million, $26.0 million and $24.6 million, respectively.
18. EMPLOYEE PENSION AND RETIREMENT PLANS
DEFINED CONTRIBUTION PENSION AND RETIREMENT PLANS:
The Company has several defined contribution pension and retirement plans
covering substantially all employees in North America and certain foreign
countries. Under these plans the Company either contributes a set percentage of
the employees salary into the plan or matches a percentage of the employees
contributions. The employees are able to direct the contributions into a variety
of investment funds offered by the plans. Company contributions to these plans
amounted to $2.0 million in 2002, $2.1 million in 2001, and $2.2 million in
2000.
DEFINED BENEFIT PENSION PLANS:
In Canada, the Company has a defined benefit pension plan covering the
hourly employees of the Macassa mine. The plan is currently in the process of
being wound up effective November 30, 2001. It is expected that the Financial
Services Commission of Ontario will approve the wind-up report early in 2003. No
further benefit will be earned by employees under that plan and there were no
material curtailment gains or losses that the Company was able to estimate at
December 31, 2002.
F-B56
In the United States, defined benefit plans cover former employees of the
Candelaria and DeLamar mines, and certain U.S. employees of the mines previously
owned by Kinam. Prior to the Kinam acquisition, all employees in the U.S.
employed by Kinam were covered by a non-contributory defined benefit pension
plan. That plan was frozen on June 1, 1998 and all active employees were
transferred into the Company's defined contribution pension plan. Benefits under
these plans are based on either the employee's compensation prior to retirement
or stated amounts for each year of service with the Company. The Company makes
annual contributions to the plans in accordance with applicable provincial
legislation for the Canadian plan and the requirements of the Employee
Retirement Income Security Act of 1974 (ERISA) for U.S. plans.
Net annual pension expense includes the following components:
2002 2001 2000
------------------------------------------------------------------------------------
Service cost $ 0.1 $ 0.1 $ 0.1
Interest cost 0.8 0.7 0.7
Expected return on assets (0.9) (0.8) (0.8)
Cost of settlement 0.8 - -
------------------------------------------------------------------------------------
Net periodic expense $ 0.8 $ - $ -
====================================================================================
The following table summarizes the change in benefit obligations:
2002 2001
----------------------------------------------------------------------
Benefit obligation, beginning of year $ 11.6 $ 10.8
Service cost 0.1 0.1
Interest cost 0.8 0.7
Actuarial loss 1.7 0.6
Benefits paid (3.3) (0.6)
----------------------------------------------------------------------
Benefit obligation, end of year $ 10.9 $ 11.6
======================================================================
The following table summarizes the funded status of the plans and the
related amounts recognized in the Company's financial statements at December 31:
2002 2001
----------------------------------------------------------------------
Projected benefit obligations $ 10.9 $ 11.6
Plan assets at fair value (9.6) (10.3)
----------------------------------------------------------------------
Plan assets less than projected benefit
obligations 1.3 1.3
Unrecognized net loss (1.7) (0.9)
----------------------------------------------------------------------
Accrued pension (asset) liability $ (0.4) $ 0.4
======================================================================
The following table summarizes the change in fair value of plan assets:
2002 2001
----------------------------------------------------------------------
Fair value of plan assets, beginning of year $ 10.3 $ 9.6
Actual return 1.2 0.4
Employer contributions 1.7 1.0
Benefits paid (3.3) (0.6)
Other (0.3) (0.1)
----------------------------------------------------------------------
Fair value of plan assets, end of year $ 9.6 $ 10.3
======================================================================
F-B57
The following assumptions were used in calculating the funded status of
the plans at December 31 and the pension cost for the subsequent year:
2002 2001
------------------------------------------------------------------
Expected long-term rate of return on assets 7.5% 7.5%
Discount rate 6.5% 7.0%
Rate of increase in compensation levels n/a n/a
19. POST-RETIREMENT BENEFITS OTHER THAN PENSIONS
The Company also provides certain health care and life insurance benefits
to retired employees in the United States. The post-retirement health care plans
are contributory in certain cases based upon years of service, age, and
retirement date. The Company does not fund post-retirement benefits other than
pensions and may modify plan provisions at its discretion. Net periodic
post-retirement costs for the years ended December 31, 2002, 2001 and 2000 were
insignificant.
The following table sets forth the status of the plans and the related
amounts recognized in the Company's financial statements at December 31:
2002 2001
-----------------------------------------------------------------------
Accumulated post-retirement benefit obligation:
Retirees $ 3.0 $ 2.8
Active plan participants - -
-----------------------------------------------------------------------
Total accumulated post-retirement benefit
obligation 3.0 2.8
Plan assets at fair value - -
-----------------------------------------------------------------------
Accumulated post-retirement benefit obligation in
excess of plan assets 3.0 2.8
Unrecognized prior service cost - -
Unrecognized net loss (0.4) (0.1)
-----------------------------------------------------------------------
Accrued post-retirement benefit liability $ 2.6 $ 2.7
=======================================================================
The accumulated post-retirement benefit obligation was determined using a
weighted average annual discount rate of 6.5% in 2002 and 7.0% in 2001. The
assumed health care trend rate for 2002 is 10.3% declining gradually to 5.5% in
2016 when Company costs associated with the plan are capped. A 1% increase in
the health care cost trend rate used would have resulted in an insignificant
increase in the 2002 post-retirement benefit cost and an increase of $0.3
million in the accumulated benefit obligation at December 31, 2002.
POST-EMPLOYMENT BENEFITS
The Company has a number of post-employment plans covering severance,
disability income, and continuation of health and life insurance for disabled
employees. At December 31, 2002 and 2001, the Company's liability for
post-employment benefits totaled $1.4 million and $1.5 million, respectively,
and is included in other liabilities.
20. OPERATING LEASES
The Company has a number of operating lease agreements primarily
involving office space. The operating leases for equipment provide that the
Company may, after the initial lease term, renew the lease for successive yearly
periods or may purchase the equipment at its fair market value. One of the
operating leases for office facilities contains escalation clauses for increases
in operating costs and property taxes. The majority of the leases are
cancellable and are renewable on a yearly basis. Future minimum lease payments
required to meet obligations that have initial or remaining non-cancellable
lease terms in excess of one year as of December 31, 2002 are as follows (all
amounts are in thousands of U.S. dollars):
YEARS MINIMUM LEASE PAYMENTS
-----------------------------------------------------
2003 $ 0.7
2004 0.7
2005 0.7
2006 0.1
Thereafter -
-----------------------------------------------------
Total minimum lease payments $ 2.2
=====================================================
F-B58
Rent expense was $0.5 million, $0.6 and $0.4 million in 2002, 2001 and
2000, respectively.
21. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES
The consolidated financial statements have been prepared in accordance
with Canadian generally accepted accounting principles ("CDN GAAP") which differ
from those principles that the Company would have followed had its consolidated
financial statements been prepared in accordance with generally accepted
accounting principles in the United States ("U.S. GAAP").
Material variations between financial statement items under CDN GAAP and
the amounts determined using U.S. GAAP are as follows:
F-B59
RECOGNITION ELIMINATION ADDITIONAL
OF DEFERRED OF EFFECTS OF WRITEDOWN
EXCHANGE RECOGNITION OF OF PROPERTY,
GAINS AND LOSSES EQUITY COMPONENT PLANT AND
UNDER ON CONVERTIBLE OF CONVERTIBLE EQUIPMENT UNDER
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP
-----------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED ASSETS (A) (A) (B)
BALANCE SHEET CURRENT ASSETS
As at December 31, 2002 Cash and cash equivalents $ 170.6 $ - $ - $ -
Restricted cash 21.1 - - -
Accounts receivable 15.5 - - -
Inventories 38.9 - - -
Marketable securities 0.1 - - -
----------------------------------------------------------------------------------------------------------
246.2 - - -
Property, plant and equipment 330.0 - - (60.5)
Long-term investments 11.8 - - -
Deferred charges and other assets 10.0 - 0.8 -
----------------------------------------------------------------------------------------------------------
$ 598.0 $ - $ 0.8 $ (60.5)
----------------------------------------------------------------------------------------------------------
LIABILITIES
CURRENT LIABILITIES
Accounts payable
and accrued liabilities $ 35.5 $ - $ - $ -
Current portion of
long-term debt 23.3 - - -
Current portion of site
restoration cost accruals 15.0 - - -
----------------------------------------------------------------------------------------------------------
73.8 - - -
Long-term debt 12.9 - - -
Site restoration cost accruals 42.0 - - -
Future income and mining taxes 3.3 - - -
Deferred revenue 4.5 - - -
Other long-term liabilities 5.5 - - -
Debt component of
convertible debentures 21.7 - 102.1 -
Redeemable retractable preferred
shares 2.5 - - -
----------------------------------------------------------------------------------------------------------
166.2 - 102.1 -
----------------------------------------------------------------------------------------------------------
CONVERTIBLE PREFERRED SHARES
OF SUBSIDIARY COMPANY 12.9 - - -
----------------------------------------------------------------------------------------------------------
COMMON SHAREHOLDERS' EQUITY
Common share capital 1,058.5 - - -
Contributed surplus 12.9 - - -
Equity component of
convertible debenture 132.3 (17.8) (114.5) -
Deficit (761.4) 17.8 13.2 (60.5)
Cumulative translation adjustments (23.4) - - -
Other comprehensive income (loss) - - - -
----------------------------------------------------------------------------------------------------------
418.9 - (101.3) (60.5)
----------------------------------------------------------------------------------------------------------
$ 598.0 $ - $ 0.8 $ (60.5)
----------------------------------------------------------------------------------------------------------
(CONTINUED)
REDUCTION IN GAINS RECLASSI-
DEPRECIATION, ON MARKETABLE FICATION OF
DEPLETION AND REVERSAL OF SECURITIES FLOW CUMULATIVE
AMORTIZATION 1991 DEFICIT AND LONG-TERM EFFECT OF THROUGH TRANSLATION TO ADJUST TO UNDER
UNDER U.S. GAAP ELIMINATION INVESTMENTS SFAS 133 SHARES ADJUSTMENTS EQUITY BASIS U.S. GAAP
---------------------------------------------------------------------------------------------------------------------------------
(B) (C) (D, J) (E) (F) (H) (I)
$ - $ - $ - $ - $ - $ - $ (29.4) $ 141.2
- - - - - - - 21.1
- - - - - - 1.9 17.4
- - - - - - (14.2) 24.7
- - 0.1 - - - - 0.2
---------------------------------------------------------------------------------------------------------------------------------
- - 0.1 - - - (41.7) 204.6
26.0 - - - - (9.8) 285.7
- - 77.8 - - - 45.9 135.5
- - - - - (2.9) 7.9
---------------------------------------------------------------------------------------------------------------------------------
$ 26.0 $ - 77.9 $ - $ - $ - $ (8.5) $ 633.7
---------------------------------------------------------------------------------------------------------------------------------
$ - $ - $ - $ 21.1 $ - $ - $ (1.8) $ 54.8
- - - - - - (2.6) 20.7
- - - - - - (0.3) 14.7
---------------------------------------------------------------------------------------------------------------------------------
- - - 21.1 - - (4.7) 90.2
- - - - - - - 12.9
- - - - - - (3.8) 38.2
- - - - - - - 3.3
- - - (4.5) - - - -
- - - - - - - 5.5
- - - - - - - 123.8
- - - - - - - 2.5
---------------------------------------------------------------------------------------------------------------------------------
- - - 16.6 - - (8.5) 276.4
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - - 12.9
---------------------------------------------------------------------------------------------------------------------------------
- 5.3 - - (1.1) - - 1,062.7
- - - - - - - 12.9
- - - - - - - -
26.0 (5.3) 42.5 (1.9) 1.1 - - (728.5)
- - - - - 23.4 - -
- - 35.4 (14.7) - (23.4) - (2.7)
---------------------------------------------------------------------------------------------------------------------------------
26.0 - 77.9 (16.6) - - - 344.4
---------------------------------------------------------------------------------------------------------------------------------
$ 26.0 $ - $ 77.9 $ - $ - $ - $ (8.5) $ 633.7
---------------------------------------------------------------------------------------------------------------------------------
F-B60
CONSOLIDATED ASSETS (A) (A) (B)
BALANCE SHEET CURRENT ASSETS (RESTATED-NOTE 1)
As at December 31, 2001 Cash and cash equivalents $ 81.0 $ - $ - $ -
Restricted cash - - - -
Accounts receivable 13.8 - - -
Inventories 42.4 - - -
Marketable securities 1.5 - - -
----------------------------------------------------------------------------------------------------------
138.7 - - -
Property, plant and equipment 415.0 - - (60.5)
Long-term investments 12.9 - - -
Deferred charges and other assets 11.0 - 0.5 -
----------------------------------------------------------------------------------------------------------
$ 577.6 $ - $ 0.5 $ (60.5)
----------------------------------------------------------------------------------------------------------
LIABILITIES
CURRENT LIABILITIES
Accounts payable
and accrued liabilities $ 31.0 $ - $ - $ -
Current portion of
long-term debt 33.1 - - -
Current portion of site
restoration cost accruals 12.6 - - -
----------------------------------------------------------------------------------------------------------
76.7 - - -
Long-term debt 31.0 - - -
Site restoration cost accruals 43.0 - - -
Future income and mining taxes 3.3 - - -
Deferred revenue 9.6 - - -
Other long-term liabilities 6.0 - - -
Debt component of
convertible debentures 26.0 - 96.8 -
Redeemable retractable preferred
shares 2.4 - - -
----------------------------------------------------------------------------------------------------------
198.0 - 96.8 -
----------------------------------------------------------------------------------------------------------
CONVERTIBLE PREFERRED SHARES
OF SUBSIDIARY COMPANY 48.0 - - -
----------------------------------------------------------------------------------------------------------
COMMON SHAREHOLDERS' EQUITY
Common share capital 945.7 - - -
Contributed surplus 12.9 - - -
Equity component of
convertible debenture 124.8 (18.1) (106.7) -
Deficit (723.2) 18.1 10.4 (60.5)
Cumulative translation adjustments (28.6) - - -
Other comprehensive income (loss) - - - -
----------------------------------------------------------------------------------------------------------
331.6 - (96.3) (60.5)
----------------------------------------------------------------------------------------------------------
$ 577.6 $ - $ 0.5 $ (60.5)
----------------------------------------------------------------------------------------------------------
(CONTINUED)
---------------------------------------------------------------------------------------------------------------------------------
(B) (C) (D) (E) (F) (H) (I)
$ - $ - $ - $ - $ (4.6) $ - $ (5.5) $ 70.9
- - - - 4.6 - - 4.6
- - - - - - 5.7 19.5
- - - - - - (15.6) 26.8
- - 0.3 - - - - 1.8
---------------------------------------------------------------------------------------------------------------------------------
- - 0.3 - - - (15.4) 123.6
17.9 - - - - - (26.9) 345.5
- - 4.6 - - - 32.4 49.9
- - - - - - (4.3) 7.2
---------------------------------------------------------------------------------------------------------------------------------
$ 17.9 $ - $ 4.9 $ - $ - $ - $ (14.2) $ 526.2
---------------------------------------------------------------------------------------------------------------------------------
$ - $ - $ - $ 4.6 $ 1.1 $ - $ (6.4) $ 30.3
- - - - - - (4.2) 28.9
- - - - - - (1.9) 10.7
---------------------------------------------------------------------------------------------------------------------------------
- - - 4.6 1.1 - (12.5) 69.9
- - - - - - (0.2) 30.8
- - - - - - (1.5) 41.5
- - - - - - - 3.3
- - - (9.6) - - - -
- - - - - - - 6.0
- - - - - - - 122.8
- - - - - - - 2.4
---------------------------------------------------------------------------------------------------------------------------------
- - - (5.0) 1.1 - (14.2) 276.7
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - - 48.0
---------------------------------------------------------------------------------------------------------------------------------
- 5.3 - - (1.1) - - 949.9
- - - - - - - 12.9
- - - - - - -
17.9 (5.3) - (3.9) - - - (746.5)
- - - - - 28.6 - -
- - 4.9 8.9 - (28.6) - (14.8)
---------------------------------------------------------------------------------------------------------------------------------
17.9 - 4.9 5.0 (1.1) - - 201.5
---------------------------------------------------------------------------------------------------------------------------------
$ 17.9 $ - $ 4.9 $ - $ - $ - $ (14.2) $ 526.2
---------------------------------------------------------------------------------------------------------------------------------
F-B61
RECOGNITION ELIMINATION ADDITIONAL
OF DEFERRED OF EFFECTS OF WRITEDOWN
EXCHANGE RECOGNITION OF OF PROPERTY,
GAINS AND LOSSES EQUITY COMPONENT PLANT AND
UNDER ON CONVERTIBLE OF CONVERTIBLE EQUIPMENT UNDER
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP
-----------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED REVENUE (A) (A) (B)
STATEMENTS Mining revenue $ 261.0 $ - $ - $ -
OF OPERATIONS Interest and other income 16.9 - - -
Mark to market (loss) on call options (2.7) - - -
FOR THE YEAR ENDED
DECEMBER 31, 2002
---------------------------------------------------------------------------------------------------------------
275.2 - - -
---------------------------------------------------------------------------------------------------------------
EXPENSES
Operating 174.8 - - -
General and administrative 11.3 - - -
Exploration 11.6 - - -
Depreciation, depletion
and amortization 85.3 - - -
Gain on sale of assets (2.7) - - -
Foreign exchange loss 4.3 0.3 - -
Interest expense on long-term
liabilities 5.0 - 4.5 -
Write-down of marketable
securities and long-term
investments 0.2 - - -
Write-down of property,
plant and equipment 7.7 - - -
---------------------------------------------------------------------------------------------------------------
297.5 0.3 4.5 -
---------------------------------------------------------------------------------------------------------------
(22.3) (0.3) (4.5) -
Share in income (loss) of
investee companies (0.6) - - -
---------------------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE
TAXES AND DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF SUBSIDIARY
COMPANY (22.9) (0.3) (4.5) -
Provision for income and mining taxes (6.5) - - -
---------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FOR THE YEAR
BEFORE DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF SUBSIDIARY
COMPANY (29.4) (0.3) (4.5) -
DIVIDENDS ON CONVERTIBLE PREFERRED
SHARES OF SUBSIDIARY COMPANY (1.5) - - -
---------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) FOR THE YEAR (30.9) (0.3) (4.5) -
INCREASE IN EQUITY COMPONENT
OF CONVERTIBLE DEBENTURES (7.3) - 7.3 -
---------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) FOR THE YEAR
ATTRIBUTABLE TO COMMON
SHAREHOLDERS $ (38.2) $ (0.3) $ 2.8 $ -
---------------------------------------------------------------------------------------------------------------
INCOME (LOSS) PER SHARE
Basic and diluted $ (0.32)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING (MILLIONS) 119.7
(CONTINUED)
REDUCTION IN GAINS RECLASSI-
DEPRECIATION, ON MARKETABLE FICATION OF
DEPLETION AND REVERSAL OF SECURITIES FLOW CUMULATIVE
AMORTIZATION 1991 DEFICIT AND LONG-TERM EFFECT OF THROUGH TRANSLATION TO ADJUST TO UNDER
UNDER U.S. GAAP ELIMINATION INVESTMENTS SFAS 133 SHARES ADJUSTMENTS EQUITY BASIS U.S. GAAP
---------------------------------------------------------------------------------------------------------------------------------
(B) (C) (D, J) (E) (F) (H) (I)
$ - $ - $ - $ - $ - $ - $ (69.2) $ 191.8
- - 42.5 2.0 1.1 - 3.1 65.6
- - - - - - - (2.7)
---------------------------------------------------------------------------------------------------------------------------------
- - 42.5 2.0 1.1 - (66.1) 254.7
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - (27.2) 147.6
- - - - - - - 11.3
- - - - - - (1.3) 10.3
(8.1) - - - - - (17.4) 59.8
- - - - - - - (2.7)
- - - - - - (0.2) 4.4
- - - - - - (0.3) 9.2
- - - - - - - 0.2
- - - - - - - 7.7
---------------------------------------------------------------------------------------------------------------------------------
(8.1) - - - - - (46.4) 247.8
---------------------------------------------------------------------------------------------------------------------------------
8.1 - 42.5 2.0 1.1 - (19.7) 6.9
- - - - - - 13.5 12.9
---------------------------------------------------------------------------------------------------------------------------------
8.1 - 42.5 2.0 1.1 - (6.2) 19.8
- - - - - - 6.2 (0.3)
---------------------------------------------------------------------------------------------------------------------------------
8.1 - 42.5 2.0 1.1 - - 19.5
- - - - - - - (1.5)
---------------------------------------------------------------------------------------------------------------------------------
8.1 - 42.5 2.0 1.1 - - 18.0
- - - - - - - -
---------------------------------------------------------------------------------------------------------------------------------
$ 8.1 $ - $ 42.5 $ 2.0 $ 1.1 $ - $ - $ 18.0
---------------------------------------------------------------------------------------------------------------------------------
$ 0.15
119.7
F-B62
CONSOLIDATED REVENUE (RESTATED-NOTE 1) (A) (A) (B)
STATEMENTS Mining revenue $ 270.1 $ - $ - $ -
OF OPERATIONS Interest and other income 9.3 - - -
Mark-to-market (loss) on call options 3.5 - - -
FOR THE YEAR ENDED
DECEMBER 31, 2001
---------------------------------------------------------------------------------------------------------------
282.9 - - -
---------------------------------------------------------------------------------------------------------------
EXPENSES
Operating 180.7 - - -
General and administrative 10.1 - - -
Exploration 7.9 - - -
Depreciation, depletion
and amortization 85.8 - - -
Gain on sale of assets (1.2) - - -
Foreign exchange loss 0.5 (5.9) - -
Interest expense on long-term
liabilities 9.1 - 4.1 -
Write-down of marketable
securities and long-term
investments - - - -
Write-down of property,
plant and equipment 16.1 - - -
---------------------------------------------------------------------------------------------------------------
309.0 (5.9) 4.1 -
---------------------------------------------------------------------------------------------------------------
(26.1) 5.9 (4.1) -
Share in loss of
investee companies (2.2) - - -
---------------------------------------------------------------------------------------------------------------
LOSS BEFORE TAXES AND
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF SUBSIDIARY
COMPANY (28.3) 5.9 (4.1) -
Provision for income and mining taxes (2.9) - - -
---------------------------------------------------------------------------------------------------------------
LOSS FOR THE YEAR BEFORE
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF SUBSIDIARY
COMPANY (31.2) 5.9 (4.1) -
DIVIDENDS ON CONVERTIBLE PREFERRED
SHARES OF SUBSIDIARY COMPANY (5.1) - - -
---------------------------------------------------------------------------------------------------------------
NET LOSS FOR THE YEAR INCREASE (36.3) 5.9 (4.1) -
IN EQUITY COMPONENT
OF CONVERTIBLE DEBENTURES (7.7) - 7.7 -
---------------------------------------------------------------------------------------------------------------
NET LOSS FOR THE YEAR
ATTRIBUTABLE TO COMMON
SHAREHOLDERS $ (44.0) $ 5.9 $ 3.6 $ -
---------------------------------------------------------------------------------------------------------------
LOSS PER SHARE
Basic and diluted $ (0.42)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING (MILLIONS) 104.5
(CONTINUED)
(B) (C) (D) (E) (F) (H) (I)
$ - $ - $ - $ - $ - $ - $ (67.8) $ 202.3
- - - (3.9) - - 2.5 7.9
- - - - - - - 3.5
---------------------------------------------------------------------------------------------------------------------------------
- - - (3.9) - - (65.3) 213.7
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - (34.2) 146.5
- - - - - - - 10.1
- - - - - - (2.1) 5.8
(6.1) - - - - - (20.5) 59.2
- - - - - - - (1.2)
- - - - - - (0.4) (5.8)
- - - - - - (3.6) 9.6
- - - - - - - -
- - - - - - - 16.1
---------------------------------------------------------------------------------------------------------------------------------
(6.1) - - - - - (60.8) 240.3
---------------------------------------------------------------------------------------------------------------------------------
6.1 - - (3.9) - - (4.5) (26.6)
- - - - - - (0.8) (3.0)
---------------------------------------------------------------------------------------------------------------------------------
6.1 - - (3.9) - - (5.3) (29.6)
- - - - - - 5.3 2.4
---------------------------------------------------------------------------------------------------------------------------------
6.1 - - (3.9) - - - (27.2)
- - - - - - - (5.1)
---------------------------------------------------------------------------------------------------------------------------------
6.1 - - (3.9) - - - (32.3)
- - - - - - - -
---------------------------------------------------------------------------------------------------------------------------------
$ 6.1 $ - $ - $ (3.9) $ - $ - $ - $ (32.3)
---------------------------------------------------------------------------------------------------------------------------------
$ (0.31)
104.5
F-B63
RECOGNITION ELIMINATION ADDITIONAL
OF DEFERRED OF EFFECTS OF WRITEDOWN
EXCHANGE RECOGNITION OF OF PROPERTY,
GAINS AND LOSSES EQUITY COMPONENT PLANT AND
UNDER ON CONVERTIBLE OF CONVERTIBLE EQUIPMENT UNDER
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP
-----------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED REVENUE (RESTATED-NOTE 1) (A) (A) (B)
STATEMENTS Mining revenue $ 271.0 $ - $ - $ -
OF OPERATIONS Interest and other income 14.2 - - -
Mark-to-market gain on call options 4.1 - - -
FOR THE YEAR ENDED
DECEMBER 31, 2000
---------------------------------------------------------------------------------------------------------------
289.3 - - -
---------------------------------------------------------------------------------------------------------------
EXPENSES
Operating 189.6 - - -
General and administrative 10.4 - - -
Exploration 11.4 - - -
Depreciation, depletion
and amortization 93.2 - - -
Gain on sale of assets (4.1) - - -
Foreign exchange loss (1.2) (5.1) - -
Interest expense on long-term
liabilities 14.3 - 4.9 -
Write-down of marketable
securities and long-term
investments 13.1 - - -
Write-down of property,
plant and equipment 72.1 - - (3.9)
---------------------------------------------------------------------------------------------------------------
398.8 (5.1) 4.9 (3.9)
---------------------------------------------------------------------------------------------------------------
(109.5) 5.1 (4.9) (3.9)
Share in loss of
investee companies (8.1) - - -
---------------------------------------------------------------------------------------------------------------
LOSS BEFORE TAXES AND
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF SUBSIDIARY
COMPANY (117.6) 5.1 (4.9)
Provision for income and mining taxes (0.9) - - -
---------------------------------------------------------------------------------------------------------------
LOSS FOR THE YEAR BEFORE
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF SUBSIDIARY
COMPANY (118.5) 5.1 (4.9) 3.9
DIVIDENDS ON CONVERTIBLE PREFERRED
SHARES OF SUBSIDIARY COMPANY (6.9) - - -
---------------------------------------------------------------------------------------------------------------
NET LOSS FOR THE YEAR (125.4) 5.1 (4.9) 3.9
INCREASE IN EQUITY COMPONENT
OF CONVERTIBLE DEBENTURES (7.2) - 7.2 -
---------------------------------------------------------------------------------------------------------------
NET LOSS FOR THE YEAR
ATTRIBUTABLE TO COMMON
SHAREHOLDERS (132.6) $ 5.1 $ 2.3 $ 3.9
---------------------------------------------------------------------------------------------------------------
LOSS PER SHARE
Basic and diluted $ (1.33)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING (MILLIONS) 99.4
(CONTINUED)
REDUCTION IN GAINS RECLASSI-
DEPRECIATION, ON MARKETABLE FICATION OF
DEPLETION AND REVERSAL OF SECURITIES FLOW CUMULATIVE
AMORTIZATION 1991 DEFICIT AND LONG-TERM EFFECT OF THROUGH TRANSLATION TO ADJUST TO UNDER
UNDER U.S. GAAP ELIMINATION INVESTMENTS SFAS 133 SHARES ADJUSTMENTS EQUITY BASIS U.S. GAAP
---------------------------------------------------------------------------------------------------------------------------------
(B) (C) (D) (E) (F) (H) (I)
$ - $ - $ - $ - $ - $ - $ (67.8) $ 203.2
- - - - - - 1.5 15.7
- - - - - - - 4.1
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - (66.3) 223.0
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - (32.2) 157.4
- - - - - - - 10.4
- - - - - - (2.3) 9.1
(7.7) - - - - - (26.0) 59.5
- - - - - - - (4.1)
- - - - - - 0.4 (5.9)
- - - - - - (6.3) 12.9
- - - - - - - 13.1
- - - - - - - 68.2
---------------------------------------------------------------------------------------------------------------------------------
(7.7) - - - - - (66.4) 320.6
---------------------------------------------------------------------------------------------------------------------------------
7.7 - - - - - 0.1 (97.6)
- - - - - - (4.2) (12.3)
---------------------------------------------------------------------------------------------------------------------------------
3.9 7.7 - - - - - (4.1)
- - - - - - 4.1 3.2
---------------------------------------------------------------------------------------------------------------------------------
7.7 - - - - - - (106.7)
- - - - - - - (6.9)
---------------------------------------------------------------------------------------------------------------------------------
7.7 - - - - - - (113.6)
- - - - - - - -
---------------------------------------------------------------------------------------------------------------------------------
$ 7.7 $ - $ - $ - $ - $ - $ - $ (113.6)
---------------------------------------------------------------------------------------------------------------------------------
$ (1.1)
99.4
---------------------------------------------------------------------------------------------------------------------------------
F-B64
STATEMENT OF OPERATIONS PRESENTATION: Revenue would exclude the items
"interest and other income" and "mark-to-market gain (loss) on call options."
Accordingly, "mining revenue" would be the only category presented within
revenue on the statement of operations presented under U.S. GAAP. For U.S. GAAP
purposes, the measure "Income (loss) before taxes and dividends on convertible
preferred shares of subsidiary company" is not a recognized term and would
therefore not be presented.
The following table reconciles "Income (loss) before taxes and dividends on
convertible preferred shares of subsidiary company" to "loss from operations":
2002 2001 2000
-------------------------------------------------------------------------------------------
Income (loss) before taxes and dividends on
convertible preferred shares of subsidiary
company $ 19.8 $ (29.6) $ (109.9)
Add/(deduct):
Interest and other income (65.6) (7.9) (15.7)
Mark-to-market loss (gain) on call options 2.7 (3.5) (4.1)
Interest expense on long-term liabilities 9.2 9.6 12.9
Write-down of marketable securities and
long-term investments 0.2 - 13.1
Share in (income) loss of investee companies (12.9) 3.0 12.3
-------------------------------------------------------------------------------------------
Loss from operations for U.S. GAAP $ (46.6) $ (28.4) $ (91.4)
-------------------------------------------------------------------------------------------
In addition, "dividends on convertible preferred shares of subsidiary" are
required to be presented as a component of non-operating loss:
For U.S. GAAP purposes, the components of non-operating income (loss) are
as follows:
2002 2001 2000
-------------------------------------------------------------------------------------------
Interest and other income $ 65.6 $ 7.9 $ 15.7
Mark-to-market (loss) gain on call options (2.7) 3.5 4.1
Share in income (loss) of investee companies 12.9 (3.0) (12.3)
Interest expense on long-term liabilities (9.2) (9.6) (12.9)
Write-down of marketable securities and
long-term investments (0.2) - (13.1)
Dividends on convertible preferred
shares of subsidiary company (1.5) (5.1) (6.9)
-------------------------------------------------------------------------------------------
Non-operating income (loss) for U.S. GAAP $ 64.9 $ (6.3) $ (25.4)
-------------------------------------------------------------------------------------------
F-B65
RECOGNITION ELIMINATION ADDITIONAL
OF DEFERRED OF EFFECTS OF WRITEDOWN
EXCHANGE RECOGNITION OF OF PROPERTY,
GAINS AND LOSSES EQUITY COMPONENT PLANT AND
UNDER ON CONVERTIBLE OF CONVERTIBLE EQUIPMENT UNDER
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP
-----------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED NET INFLOW (OUTFLOW) OF CASH RELATED (A) (A) (B)
STATEMENTS TO THE FOLLOWING ACTIVITIES:
OF CASH FLOWS OPERATING:
Income (loss) for the year before
dividends on convertible
preferred shares of subsidiary
FOR THE YEAR ENDED company $ (29.4) $ (0.3) $ (4.5) $ -
DECEMBER 31, 2002 Items not affecting cash:
Depreciation, depletion and
amortization 85.3 - - -
Write-down of property, plant and
equipment 7.7 - - -
Write-down of marketable securities and
long-term investments 0.2 - - -
Gain on sale and conversion of assets (2.7) - - -
Future income and mining taxes - - - -
Deferred revenue realized (5.1) - - -
Site restoration cost accruals 3.0 - - -
Share in loss of investee companies 0.6 - - -
Interest on convertible debentures - - (0.6) -
Unrealized foreign exchange losses on
convertible debentures 0.9 0.3 - -
--------------------------------------------------------------------------------------------------------------
60.5 - (5.1) -
Proceeds on restructuring of gold
forward sales contracts - - - -
Site restoration cash expenditures (9.8) - - -
Changes in non-cash working capital items
Accounts receivable (1.6) - - -
Inventories 2.4 - - -
Marketable securities 2.8 - - -
Accounts payable and accrued liabilities 5.6 - - -
Effect of exchange rate changes on cash 3.0 - - -
--------------------------------------------------------------------------------------------------------------
CASH FLOW PROVIDED FROM
OPERATING ACTIVITIES 62.9 - (5.1) -
--------------------------------------------------------------------------------------------------------------
FINANCING:
Issuance of common shares, net 112.8 - - -
Repurchase of common shares - - - -
Acquisition of preferred shares of
subsidiary company (11.4) - - -
Reduction of debt component of
convertible debentures (5.1) - 5.1 -
Repayment of debt (28.5) - - -
Dividends on convertible preferred
shares of subsidiary company - - - -
--------------------------------------------------------------------------------------------------------------
CASH FLOW PROVIDED FROM FINANCING
ACTIVITIES 67.8 - 5.1 -
--------------------------------------------------------------------------------------------------------------
INVESTING:
Additions to property, plant
and equipment (22.6) - - -
Business acquisitions,
net of cash acquired (0.1) - - -
Long-term investments
and other assets 1.4 - - -
Proceeds from the sale of property,
plant and equipment 1.3 - - -
(Increase) decrease in restricted
cash (21.1) - - -
--------------------------------------------------------------------------------------------------------------
CASH FLOW USED IN INVESTING ACTIVITIES (41.1) - - -
--------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 89.6 - - -
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 81.0 - - -
--------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS,
END OF YEAR $ 170.6 $ - $ - $ -
--------------------------------------------------------------------------------------------------------------
(CONTINUED)
REDUCTION IN GAINS RECLASSI-
DEPRECIATION, ON MARKETABLE FICATION OF
DEPLETION AND REVERSAL OF SECURITIES FLOW CUMULATIVE
AMORTIZATION 1991 DEFICIT AND LONG-TERM EFFECT OF THROUGH TRANSLATION TO ADJUST TO UNDER
UNDER U.S. GAAP ELIMINATION INVESTMENTS SFAS 133 SHARES ADJUSTMENTS EQUITY BASIS U.S. GAAP
---------------------------------------------------------------------------------------------------------------------------------
(B) (C) (D,J) (E) (F) (H) (I)
$ 8.1 $ - $ 42.5 $ 2.0 $ 1.1 $ - $ - $ 19.5
(8.1) - - - - - (17.4) 59.8
- - - - - - - 7.7
- - - - - - - 0.2
- - (42.5) - - - - (45.2)
- - - - - - - -
- - - (2.0) - - - (7.1)
- - - - - - (0.7) 2.3
- - - - - - (13.5) (12.9)
- - - - - - - (0.6)
- - - - - - - 1.2
---------------------------------------------------------------------------------------------------------------------------------
- - - - 1.1 - (31.6) 24.9
- - - - - - - -
- - - - - - - (9.8)
- - - - - - 3.8 2.2
- - - - - - (1.4) 1.0
- - - - - - - 2.8
- - - - (1.1) - 4.6 9.1
- - - - - - - 3.0
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - (24.6) 33.2
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - - 112.8
- - - - - - - -
- - - - - - - (11.4)
- - - - - - -
- - - - - - 1.8 (26.7)
- - - - - - - -
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - 1.8 74.7
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - 0.3 (22.3)
- - - - - - - (0.1)
- - - - - - (1.4) -
- - - - - - - 1.3
- - - - 4.6 - - (16.5)
- - - - 4.6 - (1.1) (37.6)
---------------------------------------------------------------------------------------------------------------------------------
- - - - 4.6 - (23.9) 70.3
- - - - (4.6) - (5.5) 70.9
$ - $ - $ - $ - $ - $ - $ (29.4) $ 141.2
---------------------------------------------------------------------------------------------------------------------------------
F-B66
RECOGNITION ELIMINATION ADDITIONAL
OF DEFERRED OF EFFECTS OF WRITEDOWN
EXCHANGE RECOGNITION OF OF PROPERTY
GAINS AND LOSSES EQUITY COMPONENT PLANT AND
UNDER ON CONVERTIBLE OF CONVERTIBLE EQUIPMENT UNDER
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP
-----------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED NET INFLOW (OUTFLOW) OF CASH RELATED (RESTATED-NOTE 1) (A) (A) (B)
STATEMENTS TO THE FOLLOWING ACTIVITIES:
OF CASH FLOWS OPERATING:
Loss for the year before
dividends on convertible
preferred shares of subsidiary
FOR THE YEAR ENDED company $ (31.2) $ 5.9 $ (4.1) $ -
DECEMBER 31, 2001 Items not affecting cash:
Depreciation, depletion and
amortization 85.8 - - -
Write-down of property, plant and
equipment 14.6 - - -
Write-down of marketable securities and
long-term investments - - - -
Gain on sale of assets (1.2) - - -
Future income and mining taxes - - - -
Deferred revenue realized (17.7) - - -
Site restoration cost accruals 1.9 - - -
Share in loss of investee companies 2.2 - - -
Interest on convertible debentures - - (1.3) -
Unrealized foreign exchange gains on
convertible debentures (0.6) (5.9) - -
--------------------------------------------------------------------------------------------------------------
53.8 - (5.4) -
Proceeds on restructuring of gold
forward sales contracts 21.6 - - -
Site restoration cash expenditures (7.1) - - -
Changes in non-cash working capital items
Accounts receivable 5.1 - - -
Inventories 9.6 - - -
Marketable securities - - - -
Accounts payable and accrued liabilities (8.0) - - -
Effect of exchange rate changes on cash (0.5) - - -
--------------------------------------------------------------------------------------------------------------
CASH FLOW PROVIDED FROM
OPERATING ACTIVITIES 74.5 - (5.4) -
--------------------------------------------------------------------------------------------------------------
FINANCING:
Issuance of common shares net 5.4 - - -
Reduction of debt component of
convertible debentures (5.4) - 5.4 -
Repayment of debt (46.5) - - -
Dividends on convertible preferred
shares of subsidiary company - - - -
--------------------------------------------------------------------------------------------------------------
CASH FLOW USED IN FINANCING
ACTIVITIES (46.5) - 5.4 -
--------------------------------------------------------------------------------------------------------------
INVESTING:
Additions to property, plant
and equipment (30.4) - - -
Business acquisitions,
net of cash acquired (1.2) - - -
Long-term investments
and other assets 2.1 - - -
Proceeds from the sale of property,
plant and equipment 1.8 - - -
Decrease (increase) in restricted
cash 2.9 - - -
--------------------------------------------------------------------------------------------------------------
CASH FLOW USED IN INVESTING ACTIVITIES (24.8) - - -
--------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 3.2 - - -
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 77.8 - - -
--------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS,
END OF YEAR $ 81.0 $ - $ - $ -
--------------------------------------------------------------------------------------------------------------
(CONTINUED)
REDUCTION IN GAINS RECLASSI-
DEPRECIATION, ON MARKETABLE FICATION OF
DEPLETION AND REVERSAL OF SECURITIES FLOW CUMULATIVE
AMORTIZATION 1991 DEFICIT AND LONG-TERM EFFECT OF THROUGH TRANSLATION TO ADJUST TO UNDER
UNDER U.S. GAAP ELIMINATION INVESTMENTS SFAS 133 SHARES ADJUSTMENTS EQUITY BASIS U.S. GAAP
---------------------------------------------------------------------------------------------------------------------------------
(B) (C) (D) (E) (F) (H) (I)
$ 6.1 $ - $ - $ (3.9) $ - $ - $ - $ (27.2)
(6.1) - - - - - (20.5) 59.2
- - - - - - - 14.6
- - - - - - - -
- - - - - - - (1.2)
- - - - - - - -
- - - 3.9 - - - (13.8)
- - - - - - (0.4) 1.5
- - - - - - 0.8 3.0
- - - - - - - (1.3)
- - - - - - - (6.5)
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - (20.1) 28.3
- - - - - - - 21.6
- - - - - - - (7.1)
- - - - - - (4.4) 0.7
- - - - - - (4.7) 4.9
- - - - - - - -
- - - - - - 1.7 (6.3)
- - - - - - - (0.5)
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - (27.5) 41.6
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - - 5.4
- - - - - - -
- - - - - - 34.6 (11.9)
- - - - - - - -
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - 34.6 (6.5)
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - 0.4 (30.0)
- - - - - - - (1.2)
- - - - - - 4.3 6.4
- - - - - - - 1.8
- - - - (3.2) - - (0.3)
---------------------------------------------------------------------------------------------------------------------------------
- - - - (3.2) - 4.7 (23.3)
- - - - (3.2) - 11.8 11.8
- - - - (1.4) - (17.3) 59.1
---------------------------------------------------------------------------------------------------------------------------------
$ - $ - $ - $ - $ (4.6) $ - $ (5.5) $ 70.9
---------------------------------------------------------------------------------------------------------------------------------
F-B67
RECOGNITION ELIMINATION ADDITIONAL
OF DEFERRED OF EFFECTS OF WRITEDOWN
EXCHANGE RECOGNITION OF OF PROPERTY,
GAINS AND LOSSES EQUITY COMPONENT PLANT AND
UNDER ON CONVERTIBLE OF CONVERTIBLE EQUIPMENT UNDER
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP
-----------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED NET INFLOW (OUTFLOW) OF CASH RELATED (RESTATED-NOTE 1) (A) (A) (B)
STATEMENTS TO THE FOLLOWING ACTIVITIES:
OF CASH FLOWS OPERATING:
Loss for the year before
dividends on convertible
preferred shares of subsidiary
FOR THE YEAR ENDED company $ (118.5) $ 5.1 $ (4.9) $ 3.9
DECEMBER 31, 2000 Items not affecting cash:
Depreciation, depletion and
amortization 93.2 - - -
Write-down of property, plant and
equipment 72.1 - - (3.9)
Interest expense on long-term
investments 13.1 - - -
Gain on sale of assets (4.1) - - -
Future income and mining taxes (3.5) - - -
Deferred revenue realized (13.5) - - -
Site restoration cost accruals 2.6 - - -
Share in loss of investee companies 9.4 - - -
Interest on convertible debentures - - - -
Unrealized foreign exchange gains on
convertible debentures (0.7) (5.1) - -
--------------------------------------------------------------------------------------------------------------
50.1 - (4.9) -
Proceeds on restructuring of gold
forward sales contracts 4.7 - - -
Site restoration cash expenditures (9.6) - - -
Changes in non-cash working capital items
Accounts receivable 5.7 - - -
Inventories 0.6 - - -
Marketable securities 4.8 - - -
Accounts payable and accrued liabilities (8.3) - - -
Effect of exchange rate changes on cash (0.2) - - -
--------------------------------------------------------------------------------------------------------------
CASH FLOW PROVIDED FROM
OPERATING ACTIVITIES 47.8 - (4.9) -
--------------------------------------------------------------------------------------------------------------
FINANCING:
Issuance of common shares 3.2 - - -
Repurchase of common shares (5.3) - - -
Reduction of debt component of
convertible debentures (4.9) - - -
Repayment of debt (26.4) - 4.9 -
Dividends on convertible preferred
shares of subsidiary company (3.4) - - -
--------------------------------------------------------------------------------------------------------------
CASH FLOW USED IN FINANCING
ACTIVITIES (36.8) - 4.9 -
--------------------------------------------------------------------------------------------------------------
INVESTING:
Additions to property, plant
and equipment (41.6) - - -
Business acquisitions,
net of cash acquired - - - -
Long-term investments
and other assets (7.4) - - -
Proceeds from the sale of property,
plant and equipment 4.8 - - -
Decrease (increase) in restricted
cash (2.9) - - -
--------------------------------------------------------------------------------------------------------------
CASH FLOW USED IN INVESTING ACTIVITIES (47.1) - - -
--------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (36.1) - - -
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 113.9 - - -
--------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS,
END OF YEAR $ 77.8 $ - $ - $ -
--------------------------------------------------------------------------------------------------------------
(CONTINUED)
REDUCTION IN GAINS RECLASSI-
DEPRECIATION, ON MARKETABLE FICATION OF
DEPLETION AND REVERSAL OF SECURITIES FLOW CUMULATIVE
AMORTIZATION 1991 DEFICIT AND LONG-TERM EFFECT OF THROUGH TRANSLATION TO ADJUST TO UNDER
UNDER U.S. GAAP ELIMINATION INVESTMENTS SFAS 133 SHARES ADJUSTMENTS EQUITY BASIS U.S. GAAP
---------------------------------------------------------------------------------------------------------------------------------
(B) (C) (D) (E) (F) (H) (I)
$ 7.7 $ - $ - $ - $ - $ - $ - $ (106.7)
(7.7) - - - - - (26.0) 59.5
- - - - - - - 68.2
- - - - - - - 13.1
- - - - - - - (4.1)
- - - - - - - (3.5)
- - - - - - - (13.5)
- - - - - - (0.7) 1.9
- - - - - - (4.2) 13.6
- - - - - - - -
- - - - - - - (5.8)
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - (22.5) 22.7
- - - - - - - 4.7
- - - - - - - (9.6)
- - - - - - 3.3 9.0
- - - - - - (4.7) (4.1)
- - - - - - - 4.8
- - - - - - 0.5 (7.8)
- - - - - - - (0.2)
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - (23.4) 19.5
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - - 3.2
- - - - - - - (5.3)
- - - - - - - -
- - - - - - - (7.0)
- - - - - - 19.4 (3.4)
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - 19.4 (12.5)
---------------------------------------------------------------------------------------------------------------------------------
- - - - - - 1.6 (40.0)
- - - - - - - -
- - - - - - - (7.4)
- - - - - - - 4.8
- - - - (1.4) - - (4.3)
---------------------------------------------------------------------------------------------------------------------------------
- - - - (1.4) - 1.6 (46.9)
---------------------------------------------------------------------------------------------------------------------------------
- - - - (1.4) - (2.4) (39.9)
- - - - - - (14.9) 99.0
---------------------------------------------------------------------------------------------------------------------------------
$ - $ - $ - $ - $ (1.4) $ - $ (17.3) $ 59.1
---------------------------------------------------------------------------------------------------------------------------------
F-B68
Consolidated statements of cash flows presented in accordance with U.S.
GAAP would require the following changes from the consolidated statements of
cash flows prepared in accordance with CDN GAAP.
(i) A sub-total within the "cash flows provided from operating
activities" sub-section is not permitted, therefore the reader should disregard
the subtotals of $24.9 million, $28.3 million and $22.7 million for 2002, 2001
and 2000, respectively.
(ii) Within cash flows provided from operating activities, the
determination should begin with "net loss," instead of the "loss for the year
before dividends on convertible preferred shares of subsidiary company."
(iii) Under U.S. GAAP, the reduction of the debt component of
convertible debentures is treated as interest expense and as a cash flow from
operating activities. Under CDN GAAP, the interest expense is classified as a
financing activity.
(iv) Under U.S. GAAP, notwithstanding that there is not a specific
requirement to segregate the funds pursuant to the flow-through share
agreements, the flow-through funds which are unexpended at the consolidated
balance sheet dates are considered to be restricted and are not considered to be
cash or cash equivalents.
Consolidated Statements of Comprehensive Loss: The Company's statements
of comprehensive loss under U.S. GAAP are as follows:
2002 2001 2000
-----------------------------------------------------------------------------------
Net income (loss) for the year under U.S. GAAP $ 18.0 $ (32.3) $ (113.6)
Change in currency translation adjustments 5.2 (5.6) (5.8)
Change in unrealized gains (losses)
on marketable securities
and long-term investments(d) 30.5 4.5 (0.7)
SFAS No. 133(e) (23.6) 8.9 -
-----------------------------------------------------------------------------------
Comprehensive income (loss) under U.S. GAAP $ 30.1 $ (24.5) $ (120.1)
===================================================================================
(a) Under CDN GAAP, the convertible debentures described in Note 11
are accounted for in accordance with their substance and, as such, are presented
in the financial statements in their liability and equity component parts. Under
U.S. GAAP, the entire principal amount of the convertible debentures of $123.8
million and $122.8 million in 2002 and 2001, respectively, is treated as debt
with interest expense based on the coupon rate of 5.5%.
In addition, under CDN GAAP, historically, the unrealized foreign
exchange gains on the debt component of the CDN dollar denominated debentures
(see Note 11) were deferred and amortized over the term of the debentures.
Effective January 1, 2002, CDN GAAP no longer permits the deferral of unrealized
foreign exchange gains and losses on the debt component of the debentures. The
2001 and 2000 results have been rested to reflect this accounting change (see
Note 1). Currently under U.S. GAAP, these gains are recognized in income along
with exchange gains related to the portion of the convertible debentures
included in equity under CDN GAAP.
(b) Following an evaluation of the Company's property, plant and
equipment on the basis set out in Notes 1 and 15, there would be a reduction in
the loss in 2002, 2001 and 2000 of $nil, $nil and $3.9 million, respectively.
Cumulatively, as a result of applying SFAS 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," property, plant
and equipment is reduced and the deficit increased by $60.5 million. These
differences arise from the requirement to discount future cash flows from
impaired properties under U.S. GAAP and from using proven and probable reserves
only. Under CDN GAAP, future cash flows from impaired properties are not
discounted. Under U.S. GAAP, depreciation, depletion and amortization would be
reduced by $8.1 million, $6.1 million and $7.7 million during 2002, 2001 and
2000, respectively to reflect the above and the requirement under U.S. GAAP to
amortize capitalized costs over proven and probable reserves only.
(c) CDN GAAP allows for the elimination of operating deficits by the
reduction of stated capital attributable to common shares with a corresponding
offset to the accumulated deficit. This reclassification is not permitted by
U.S. GAAP and would require in each subsequent year an increase in share capital
and an increase in deficit of $5.3 million.
(d) Under CDN GAAP, unrealized gains and losses on long-term
investments and marketable securities are not recorded. Under U.S. GAAP,
unrealized gains on long-term investments that are classified as securities
available for sale of $35.3 million and $4.6 million at December 31, 2002 and
December 31, 2001, respectively, and marketable securities of $0.1 million and
$0.3 million at December 31, 2002 and December 31, 2001, respectively are
included as a component of comprehensive income (loss) in the current period.
Furthermore, U.S. GAAP requires the transaction on April 3, 2002, whereby
the Company exchanged its investment in debt securities of Echo Bay for 57.1
million common shares of Echo Bay, be recorded at fair value with the resulting
gain included in earnings. Fair value of the Echo Bay common shares received,
under U.S. GAAP, is $49.1 million, representing 57.1 million common shares at
$0.86 each, being the closing market price of such shares on April 3, 2002. The
resulting gain is $42.5 million after deducting the $6.6 million carrying value
of the debt securities given up. Fair value is not discounted for liquidity
concerns or other valuation considerations.
Under CDN GAAP, the cost of the Echo Bay common shares acquired on the
exchange is recorded at the values of the securities given up. Since the fair
value of the capital securities given up approximated their carrying value, no
gain was recorded under CDN GAAP.
F-B69
(e) Under CDN GAAP, derivatives hedging forecasted transactions are
off-balance sheet until the hedged transaction is recorded. Realized gains and
losses on derivatives that are closed out early are initially recorded as
deferred revenue or deferred charges and are recorded as an adjustment to net
loss when the original hedged transaction is recorded.
On January 1, 2001, the Company adopted FASB Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), and
the corresponding amendments under FASB Statement No. 138 ("SFAS 138"). SFAS 133
requires that all derivative financial instruments be recognized in the
financial statements and measured at fair value regardless of the purpose or
intent for holding them. Changes in the fair value of derivative financial
instruments are either recognized periodically in income or shareholders' equity
(as a component of other comprehensive income), depending on whether the
derivative is being used to hedge changes in fair value or cash flows. SFAS 138
amends certain provisions of SFAS 133 to clarify four areas causing difficulties
in implementation.
For derivatives designated as cash flow hedges, the effective portions of
changes in fair value of the derivative are reported in other comprehensive
income and are subsequently reclassified into other income when the hedged item
affects other income. Changes in fair value of the derivative instruments used
as economic instruments and ineffective portions of hedges are recognized in
other income in the period incurred.
The adoption of SFAS 133 results in a cumulative decrease in deferred
revenue of $4.5 million and $9.6 million, a cumulative increase in accounts
payable and accrued liabilities of $21.1 million and $4.6 million, a cumulative
increase in deficit of $1.9 million and $3.9 million, and a cumulative decrease
in other comprehensive income of $14.7 million and increase in other
comprehensive income of $8.9 million at December 31, 2002 and December 31, 2001,
respectively. Additionally, as a result of applying SFAS 133, there would be a
decrease in the net loss of $2.0 million and an increase in net loss of $3.9
million for the year ended December 31, 2002 and the year ended December 31,
2001, respectively. On adoption of SFAS 133, the Company did not complete the
required documentation and effectiveness assessments to achieve hedge accounting
for the commodity derivatives hedging gold revenues and energy price risk,
although the contracts are considered to be effective economic hedges and they
were accounted for as hedges for CDN GAAP purposes. For U.S. GAAP only, these
derivatives are carried at fair value with the changes in fair value recorded as
an adjustment to net loss. The SFAS requirements for foreign exchange forward
contracts were accounted for as cash flow hedges from January 1, 2001. Realized
and unrealized derivatives gains and losses included in OCI on transition and
during 2001 were reclassified into mining revenue for cash-flow hedges of
forecasted commodity sales and foreign exchange (loss) gain for forecasted
foreign currency revenues or expenses when the hedged forecasted revenue or
expense is recorded. During the year ended December 31, 2002, $16.3 million of
derivative gains were reclassified out of other comprehensive income (year ended
December 31, 2001, $11.6 million of comprehensive gain). The Company estimates
that $9.1 million of net derivatives losses included in other comprehensive
income will be reclassified into earnings within the next twelve months. There
was no ineffectiveness recorded during 2002.
The effect of the transition adjustment as of January 1, 2001, was an
increase in assets of $10.7 million, a decrease in deferred revenue of $10.1
million, an increase in other long-term liabilities of $0.3 million, and an
increase in other comprehensive income of $20.5 million.
Beginning January 2002, the Company met the required documentation
requirements under SFAS 133 relating to the prospective and retrospective
effectiveness assessments for the commodity derivatives; thus, these derivatives
were designated as cash flow hedges. The effective portions of changes in fair
values of these derivatives are now recorded in other comprehensive income and
are recognized in the income statement when the hedged item affects earnings.
Ineffective portions of changes in fair value of cash flow hedges are recognized
in earnings.
(f) Under Canadian income tax legislation, a company is permitted to
issue shares whereby the company agrees to incur qualifying expenditures and
renounce the related income tax deductions to the investors. The Company has
accounted for the issue of flow-through shares using the deferral method in
accordance with CDN GAAP. At the time of issue the funds received are recorded
as share capital. Qualifying expenditure did not begin to be incurred until
2002. For U.S. GAAP, the premium paid in excess of the market value of $1.1
million is credited to other liabilities and included in income as the
qualifying expenditures are made. All of the qualifying expenditures were made
in 2002.
Also, notwithstanding whether there is specific requirement to segregate
the funds, the flow-through funds which are unexpended at the consolidated
balance sheet dates are considered to be restricted and are not considered to be
cash or cash equivalents under U.S. GAAP.
As at December 31, 2002 unexpended flow-through funds were $nil.
(December 31, 2001: $4.6 million)
(g) The terms "proven and probable reserves," "exploration,"
"development," and "production" have the same meaning under both U.S. and CDN
GAAP. Exploration costs incurred are expensed at the same point in time based on
the same criteria under both U.S. and CDN GAAP. In addition, mining related
costs are only capitalized after proven and probable reserves have been
designated under both U.S. and CDN GAAP.
(h) Under CDN GAAP, the unrealized translation gains and losses on the
Company's net investment in self-sustaining operations translated using the
current rate method accumulate in a separate component of shareholders equity,
described as cumulative translation adjustments on the consolidated balance
sheet. Under U.S. GAAP, the unrealized foreign exchange gains and losses would
not accumulate in a separate component of shareholders equity but rather as an
adjustment to accumulated other comprehensive income.
(i) The investments in Omolon, CMM and the Porcupine Joint Venture are
proportionately consolidated under CDN GAAP. These investments are accounted for
using the equity method under U.S. GAAP. The Company relies on an accommodation
provided for in Item 17(c) (2)(vii) of SEC Form 20-F, which permits a company
using the equity method for U.S. GAAP to omit the differences arising from the
use of proportionate consolidation under CDN GAAP. Each of the joint ventures
listed, except Omolon, qualifies for this accommodation on the basis that it is
an operating entity, the significant financial and operating policies of which
are, by contractual arrangement, jointly controlled by all parties having an
equity interest in the entity.
With respect to Omolon, the Company has concluded that it does not meet
the criteria outlined for the accommodation. Therefore, the financial
information of Omolon has been disclosed using the equity method for U.S. GAAP
purposes. Under the equity method, an investment in common shares is generally
shown in the balance sheet of an investor as a single amount as "Investment in
investee company." Likewise, an investor's share of earnings or losses from its
investment is ordinarily shown in its income statement as a single amount as
"Share of gain (loss) of investee company."
F-B70
(j) U.S. GAAP disclosure in Interim Financial Statements (Unaudited)
The Company's unaudited interim consolidated financial statements as at
and for the nine months ended September 30, 2002 presented in the Notice of
Special Meeting and Management Information Circular dated December 20, 2002,
included in note 13 thereto disclosure of all material variations between
financial statement items under CDN GAAP and the amounts determined using U.S.
GAAP. Reflected in such differences are unrealized mark-to-market gains on
marketable securities and long-term investments of $59.9 million recorded for
U.S. GAAP purposes in Other Comprehensive Income, such information also appeared
in the Kinross prospectus and offering memorandum, dated November 28, 2002, and
in the Echo Bay proxy statement, dated December 20, 2002. The Company has
concluded that a portion of this amount totaling $42.5 million was a gain
arising on the exchange of debt securities of Echo Bay for Echo Bay common
shares (as disclosed in Note (d) above) and the balance of $17.4 million was an
unrealized gain included in Other Comprehensive Income. Accordingly these gains
have been presented in the U.S. GAAP disclosure in the Company's consolidated
financial statements for the year ended December 31, 2002. As a result the U.S.
GAAP reported net loss for the nine months ended September 30, 2002 is decreased
by $42.5 million resulting in net income of $27.9 million, basic and diluted
earnings per share are $0.24. This reclassification of Other Comprehensive
Income has no impact upon the carrying value of long-term investments, total
assets or total shareholders' equity as at September 30, 2002. Comprehensive
income for the nine months ended September 30, 2002 remains unchanged at $27.0
million.
STOCK-BASED COMPENSATION
The Company follows Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and its related interpretations in
accounting for stock options. Accordingly, because stock option exercise prices
equal the market value on the date of the grant, no compensation cost has been
recognized at the grant date of the stock options. Had compensation expense for
the stock option plans been determined based upon fair value at the grant date
for awards under these plans consistent with the methodology prescribed under
SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), and SFAS
No. 148 "Accounting for Stock-Based Compensation - Transition and Disclosure, an
amendment to SFAS No. 123" ("SFAS 148"), the Company's pro forma net loss and
loss per share would be as follows:
YEARS ENDED DECEMBER 31,
U.S. GAAP 2002 2001 2000
------------------------------------------------------------------------------------------
Net income (loss) applicable to common shares
As reported $ 18.0 $ (32.3) $ (113.6)
Add stock compensation cost (2.0) (1.1) (2.4)
Pro forma $ 16.0 $ (33.4) $ (116.0)
Income (loss) per share, basic and
diluted (dollars)
As reported(1) $ 0.15 $ (0.31) $ (1.14)
Pro forma(1) $ 0.13 $ (0.32) $ (1.17)
(1) Reflects the effects of a three for one share consolidation
approved January 2003 as described in Note 14.
Other requirements of SFAS 148 are disclosed in Note 5 as prescribed
under CICA Handbook Section 3870, "Stock-based Compensation and Other
Stock-based Payments" which is consistent with the U.S. pronouncement.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 143, "Accounting for Asset
Retirement Obligations" ("SFAS 143"), which addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. It applies to legal
obligations associated with the retirement of long-lived assets that result from
the acquisition, construction, development and (or) the normal operation of a
long-lived asset, except for certain obligations of lessees. SFAS 143 amends
SFAS 19, "Financial Accounting and Reporting by Oil and Gas Producing
Companies," and requires entities to record the fair value of a liability for an
asset retirement obligation in the period in which it is incurred. When the
liability is initially recorded, an entity capitalizes the cost by increasing
the carrying amount of the related long-lived assets. Over time, the liability
is accreted to its present value each period, and the capitalized cost is
amortized over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. SFAS 143 is effective for financial
statements issued for fiscal years beginning after June 15, 2002 with earlier
application encouraged. The Company has not yet determined the impact of this
Statement on its financial statements.
In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This pronouncement is effective
for exit or disposal activities that are initiated after December 31, 2002 and
requires these costs to be recognized when the liability is incurred and not at
project initiation. The Company is reviewing the provisions of the Statement,
but has not yet determined the impact of this Statement on its financial
statements.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"). FIN 46 clarifies the application of
Accounting Research Bulletin No. 51 - Consolidated Financial Statements to those
entities defined as "Variable Interest Entities" (more commonly referred to as
special purpose entities) in which equity investors do not have the
characteristics of a "controlling financial interest" or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. FIN 46 applies immediately to
all Variable Interest Entities created after January 31, 2003, and by the
beginning of the first interim or annual reporting period commencing after June
15, 2003 for Variable Interest Entities created prior to February 1, 2003. The
Company does not conduct any transaction through special purpose entities and
does not expect the FIN 46 to have an impact on its financial statements.
F-B71
In 2002, the CICA Handbook Sections 3063 - Impairment of Long Lived
Assets and 3475 - Disposal of Long Lived Assets and Discontinued Operations were
amended to harmonize with SFAS 144. The standards will require an impairment
loss to be recognized when the carrying amount of an asset held for use exceeds
the sum of undiscounted cash flows. The impairment loss would be measured as the
amount by which the carrying amount exceeds the fair value of the asset. An
asset held for sale is to be measured at the lower of carrying cost or fair
value less cost to sell. In addition, this guidance broadens the concept of a
discontinued operation and eliminates the ability to accrue operating losses
expected between the measurement date and the disposal date. Section 3063 is
effective for fiscal years beginning on or after April 1, 2003, and Section 3475
applies to disposal activities initiated by an enterprise's commitment to a plan
on or after May 1, 2003. The sections will be applied prospectively with early
adoption encouraged.
In 2002, the Accounting Standards Board of the CICA issued Accounting
Guideline No. 13 that increase the documentation, designation and effectiveness
criteria to achieve hedge accounting. The guidelines requires the discontinuance
of hedge accounting for hedging relationships established that do not meet the
conditions at the date it is first applied. It does not change the method of
accounting for derivatives in hedging relationships, but requires fair value
accounting for derivatives that do not qualify for hedge accounting. The new
guideline is applicable for fiscal years commencing July 1, 2003. The Company is
evaluating the impact this standard might have on its results of operations and
financial position.
In November 2002, the FASB issued Interpretation No. 45 "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"), which is effective for
financial periods ending after December 15, 2002. FIN 45 defines guarantees to
include indemnifications granted pursuant to contractual arrangements as well as
contingent consideration.
Guarantees which fell into the scope of FIN 45 that were effective as of
December 31, 2002 were as follows:
Kinross Gold Corporation has guaranteed Kinross Gold USA Inc.' s
performance under several International Swap Dealer Association (ISDA)
agreements. Kinross Gold USA Inc. has also guaranteed Kinross Gold Corporation's
performance under ISDA agreements. The total potential value of the guaranteed
amount is dependent on the amount and type of derivative transactions
outstanding under these ISDA agreements, and on market conditions. The current
mark-to-market value of all derivative transactions is fully disclosed in the
financial statements.
In 2003, the Accounting Standards Board of the CICA issued Accounting
Guideline No. 14 - Disclosure of Guarantees. The guideline requires the
disclosure of guarantees including indemnification pursuant to contractual
arrangement. This guideline is consistent with FIN 45 described above.
22. CONTINGENCIES AND RELATED COMMITMENTS
RUSSIA
The Company is subject to the considerations and risks of operating in
Russia as a result of its 54.7% ownership of the Kubaka mine located in Far
Eastern Russia. The economy of the Russian Federation continues to display
characteristics of an emerging market. These characteristics include, but are
not limited to, the existence of a currency that is not freely convertible
outside of the country, extensive currency controls and high inflation. The
prospects for future economic stability in the Russian Federation are largely
dependent upon the effectiveness of economic measures undertaken by the
government, together with legal, regulatory, and political developments.
Russian tax legislation is subject to varying interpretations and
frequent changes. Further, the interpretation of tax legislation by tax
authorities as applied to the transactions and activities of the Company may not
coincide with that of management. As a result, transactions may be challenged by
tax authorities and the Company may be assessed additional taxes, penalties and
interest, which can be significant. The fiscal periods remain open to review for
three years by the tax and customs authorities with respect to tax liabilities.
However, the interpretation and application of the laws of the Russian
Republic may be subject to policy changes reflecting domestic political changes
or other considerations. Moreover, because of the developing nature of the
Russian legal system and the fact that the interpretation and application of
many laws are untested, it is difficult to predict with any degree of certainty
how they may be interpreted and applied in a particular case. As a consequence,
other or additional penalties or remedies may be imposed. These remedies may, in
addition to imposing financial obligations, otherwise adversely affect the
operations or status of Omolon.
The Company conducts business in Russia through its joint venture, Omolon
which is owned 45.3% by Russian shareholders. Two Russian shareholders and the
Magadan Administration on behalf of a third Russian shareholder have launched
lawsuits against Omolon alleging that the shares they received were flawed as a
result of registration deficiencies, which, therefore, entitles such
shareholders to return of their original investments with interest compounded
thereon. In mid September of 2002, the Company announced that Omolon was at an
advanced stage of negotiating a settlement of this dispute. Draft language of an
agreement was being settled when one of the Russian shareholders obtained an
order to freeze Omolon's bank accounts and gold inventory in the total amount of
the ruble equivalent of approximately $47.0 million pending final resolution of
its lawsuit. In the face of the inability of these shareholders to repay the
loans, there has been an effort to shift the burden of repayment to Omolon.
Underlying the lawsuits are unpaid loans made by the Magadan Administration to
certain of Omolon's Russian shareholders at the time Omolon was capitalized.
These lawsuits have been encouraged by the Magadan Administration as the major
creditor of these shareholders.
Omolon's appeal of the court decision which froze its bank accounts,
resulted, on October 14, 2002, in the court ruling that the amount of the assets
covered by the arrest order should be lowered to the ruble equivalent of
approximately $22.1 million. Subsequently, Omolon's accounts in four banks and
all of its gold inventory were released from the arrest order on January 8,
2003.
On December 3, 2002, Omolon entered into purchase agreements with four of
the five Russian shareholders (holding in aggregate 44.17% of the shares of
Omolon). The four shareholders agreed to tender their shares in Omolon and
Omolon agreed to pay them $43.5 million for said shares. As at February 25,
2003, 38.17% of the shares have been tendered leaving 6.0% remaining to be
tendered. In addition, the lawsuits described above have been withdrawn.
B-F72
CHILE
The Company's 100% owned Chilean mining company, Compania Minera Kinam
Guanaco ("CMKG") has received a tax reassessment from the Chilean IRS. The
reassessment is for $6.7 million disallowing certain deductions utilized by a
third party. The Company believes this reassessment will be resolved with no
material adverse affect to the financial position, results of operations or cash
flows of the Company. In addition, the Company has been indemnified by the third
party for an amount in excess of the claim.
OTHER
The Company has been named as a defendant in a class action complaint
filed on or about April 26, 2002 brought in the United States District Court for
the District of Nevada. The complaint names as defendants the Company, its
subsidiary, Kinross Gold U.S.A., Inc., its subsidiary Kinam Gold Inc., and
Robert M. Buchan. The complaint is based on claims arising out of the purchase
of the Kinam Preferred Shares by the Company. The complaints seeks damages in
cash or by the issuance of common shares of the Company. The Company believes
this claim is without merit and plans to vigorously defend the litigation.
In accordance with standard industry practice, the Company seeks to
obtain bonding and other insurance in respect of its liability for costs
associated with the reclamation of mine, mill and other sites used in its
operations and against other environmental liabilities, including liabilities
imposed by statute. Due to recent developments which have affected the insurance
and bonding markets worldwide, such bonding and/or insurance may be difficult or
impossible to obtain in the future or may only be available at significant
additional cost. In the event that such bonding and/or insurance cannot be
obtained by the Company or is obtainable only at significant additional cost,
the Company may become subject to financial liabilities which may affect its
financial resources.
The Company is also involved in legal proceedings and claims which arise
in the ordinary course of its business. The Company believes these claims are
without merit and is vigorously defending them. In the opinion of management,
the amount of ultimate liability with respect to these actions will not
materially affect the financial position, results of operations or cash flows of
the Company.
The Company's mining and exploration activities are subject to various
federal, provincial and state laws and regulations governing the protection of
the environment. These laws and regulations are continually changing and
generally becoming more restrictive. The Company conducts its operations so as
to protect public health and the environment and believes its operations are
materially in compliance with all applicable laws and regulations. The Company
has made, and expects to make in the future, expenditures to comply with such
laws and regulations.
23. SUBSEQUENT EVENTS
(a) On January 28, 2003, the shareholders of the Company approved the
consolidation of the issued and outstanding common shares of the Company on the
basis of one consolidated common share for each three old common shares. At the
same meeting, the shareholders of the Company approved the elimination of the
Company's deficit balance at December 31, 2002 of $761.4 million through a
reduction of the Company's stated share capital account.
On January 28, 2003, the Company approved the issuance of that number of
common shares of the Company necessary to effect a combination with Echo Bay
Mines Ltd. ("Echo Bay") and TVX Gold Inc. ("TVX"). The combination was carried
out as a plan of arrangement whereby each holder of TVX common shares received
2.1667 common shares of the Company. Also pursuant to the arrangement,
shareholders of Echo Bay received 0.1733 common shares of the Company for each
Echo Bay common share. The exchange ratio reflects the three for one
consolidation of the Company's common shares described above. The Company issued
177.8 million common shares in aggregate with a fair value of $1,269.8 million
with respect to these acquisitions.
In a separate transaction, TVX acquired Newmont's 50% non-controlling
interest in the TVX Newmont Americas joint venture ("TVX Newmont JV") for an
aggregate purchase price of $180.0 million. This transaction was partially
financed by an advance of $94.5 million from the Company.
Upon completion of the arrangement and TVX's purchase of Newmont's
interest in the TVX Newmont JV, the Company owns all of the outstanding TVX
common shares and Echo Bay common shares and owns, indirectly, all of the TVX
Newmont JV. TVX holds interests in various operating mines around the world,
including those held through its 50% controlling interest in the TVX Newmont JV.
The underlying operating mines in the TVX Newmont JV are located in Canada,
Brazil and Chile. Production from the TVX Newmont JV in 2002 was 473,602 ounces
of gold equivalent.
Echo Bay holds interests in various operating mines in Canada and the
United States. Echo Bay's share of production from these mines in 2002 was
522,208 ounces of gold equivalent.
The acquisitions are being accounted for using the purchase method of
accounting in accordance with both sections 1581 "Business Combinations," of the
CICA Handbook for the purposes of CDN GAAP and SFAS 141, "Business
Combinations," for the purposes of U.S. GAAP. Pursuant to the purchase method of
accounting under both CDN and U.S. GAAP, the TVX and Echo Bay identifiable
assets acquired and liabilities assumed will be recorded at their fair values as
of the effective date of the acquisition. The excess of the purchase price over
such fair value will be recorded as goodwill. In accordance with CICA Handbook
Section 3062, "Goodwill and Other Intangible Assets," for purposes of CDN GAAP,
and SFAS 142, "Goodwill and Other Intangible Assets," for purposes of U.S. GAAP,
goodwill will be assigned to specific reporting units and will not be amortized.
The goodwill resulting from the preliminary purchase price allocation is
$888.6 million. Goodwill is subject to a determination of fair values and will
be revised for possible impairment at least annually or more frequently upon the
occurrence of certain events or when circumstances indicate the reporting unit's
carrying value, including goodwill that was allocated to it, is greater than its
fair value. Kinross has not determined if a goodwill impairment exists and
expects to make that determination annually, or more frequently as circumstances
dictate, in accordance with CDN and U.S. GAAP.
F-B73
The preliminary allocation of the purchase consideration are based on the fair
values of the assets and liabilities of Echo Bay and TVX as follows:
IN MILLIONS EXCEPT
SHARE PRICE AND
NUMBER OF SHARES
-----------------------------------------------------------------------------------------------
ECHO BAY TVX
Calculation of preliminary allocation of purchase price:
Common shares of the Company to be issued to the Echo Bay
and TVX shareholders 93,820,424 93,930,887
The average closing market price of the Company shares over
the four trading days from June 6 through June 11, 2002 $ 7.14 $ 7.14
-----------------------------------------------------------------------------------------------
Fair value of the Company common stock issued 669.9 670.7
Plus - fair value of TVX warrants and options to be
assumed by the Company (100% vested) 22.5 6.8
Plus - direct acquisition costs incurred by the Company 6.1 6.1
Less - the Company's previous 10.6% ownership interest in Echo Bay (63.8) -
-----------------------------------------------------------------------------------------------
Total purchase price 634.7 683.6
Plus - fair value of liabilities assumed by the Company:
Accounts payable and accrued liabilities 21.8 38.1
Current portion of site restoration cost accruals 2.5 1.1
Long-term debt (including current portion) - 2.1
Site restoration cost accruals 42.4 12.9
Future income tax liabilities 1.0 42.0
Other long-term liabilities - 8.1
Advance from the Company - 94.5
Less - fair value of assets assumed by the Company:
Cash (16.4) (27.8)
Short-term investments (1.9) (0.5)
Accounts receivable and other assets (2.8) (20.4)
Inventories (19.9) (20.7)
Prepaid expense and other (2.7) (2.5)
Exploration properties, mineral properties, plant and equipment (169.6) (337.8)
Restricted cash (10.1) (11.3)
Future income tax assets - (13.8)
Other non-current assets (24.9) (13.1)
-----------------------------------------------------------------------------------------------
Residual purchase price allocated to non-amortizable goodwill $ 454.1 $ 434.5
===============================================================================================
(b) On December 3, 2002, the Company entered into purchase agreements
with four of the five Russian shareholders (holding, in aggregate 44.17% of the
shares of Omolon Gold Mining Corporation ("Omolon")). The four shareholders
agreed to tender their shares in Omolon and Omolon agreed to pay $44.7 million
including legal fees for said shares. As at March 26, 2003 the Company now owns
98.10% of Omolon.
F-B74
The fair values of the assets and liabilities of the 45.3% interest in
Omolon and the allocation of the purchase consideration are as follows:
In millions except
share price and
number of share
-----------------------------------------------------------------------------------
Fair value of assets acquired by the Company:
Cash $ 26.1
Accounts receivable 2.9
Inventories 12.3
Property, plant and equipment 13.8
Other non-current assets 1.9
Less - fair value of liabilities assumed by the Company:
Accounts payable and accrued liabilities (5.7)
Current portion of site restoration accruals (0.2)
Long-term debt (including current portion) (2.2)
Site restoration obligations (3.2)
Non controlling interest (1.0)
-----------------------------------------------------------------------------------
Total cash consideration $ 44.7
-----------------------------------------------------------------------------------
Financed by:
Cash (including cash acquired - $26.1 million) $ 44.7
==================================================================================
F-B75
[LOGO] PRICEWATERHOUSECOOPERS
AUDITORS' REPORT PRICEWATERHOUSECOOPERS LLP
CHARTERED ACCOUNTANTS
PO Box 82
TO THE SHAREHOLDER OF Royal Trust Tower Suite 3000
TVX GOLD INC. Toronto Dominion Centre
Toronto Ontario
Canada M5K 1G8
Telephone +1 416 863 1133
Facsimile +1 416 365 8215
We have audited the consolidated balance sheets of TVX Gold Inc. as at December
31, 2002 and 2001 and the consolidated statements of operations, deficit and
cash flows for the years ended December 31, 2002, 2001 and 2000. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with Canadian and United States generally
accepted auditing standards. Those standards require that we plan and perform an
audit to obtain reasonable assurance whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of TVX Gold Inc. as at December 31,
2002 and 2001 and the results of its operations and its cash flows for the years
ended December 31, 2002, 2001 and 2000 in accordance with Canadian generally
accepted accounting principles.
CHARTERED ACCOUNTANTS
Toronto, Ontario
April 16, 2003, except for Note 19(c) which is as of April 28, 2003, and
Note 19(b) which is as of May 5, 2003
(C) 2003 PricewaterhouseCoopers LLP, Canada. "PricewaterhouseCoopers" refers to
PricewaterhouseCoopers LLP, Canada, an Ontario Limited liability partnership,
or, as the context requires, the network of member firms of
PricewaterhouseCoopers International Limited, each of which is a separate and
independent legal entity.
F-C1
TVX GOLD INC.
CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31, 2002 AND 2001
(thousands of United States dollars)
2002 2001
--------- ---------
$ $
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................................... 115,212 16,568
Short-term investments...................................................... 1,531 28,740
Accounts receivable......................................................... 21,576 25,739
Inventories (note 3)........................................................ 16,439 24,299
--------- ---------
154,758 95,346
MINING PROPERTY, PLANT AND EQUIPMENT (note 4)............................... 201,830 237,262
RESTRICTED CASH AND CASH EQUIVALENTS (notes 7(d), 11(f) and 16(c)).......... 9,123 16,615
EXPORT PREPAYMENT CONTRACTS (note 5)........................................ -- 66,983
DEFERRED CHARGES (note 11(d))............................................... 6,579 182
DEFERRED INCOME TAXES (note 12(d)).......................................... 13,398 12,473
OTHER ASSETS (note 6)....................................................... 12,262 29,434
--------- ---------
397,950 458,295
========= =========
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities (notes 5 and 8(b)) ................ 30,354 28,266
Current portion of long-term debt (note 7).................................. 1,500 15,401
Current portion of deferred revenue (note 11(d)) ........................... 6,397 5,332
--------- ---------
38,251 48,999
LONG-TERM DEBT (note 7)..................................................... -- 58,832
OTHER LIABILITIES (note 8).................................................. 24,423 22,943
DEFERRED INCOME TAXES (note 12(d)).......................................... 20,395 20,948
--------- ---------
83,069 151,722
MINORITY INTERESTS AND PARTICIPATION RIGHTS................................. 124,157 132,088
--------- ---------
207,226 283,810
--------- ---------
SHAREHOLDERS' EQUITY
CAPITAL STOCK (note 9)...................................................... 641,516 594,661
CONTRIBUTED SURPLUS (note 9(d))............................................. 36,255 36,255
DEFICIT..................................................................... (487,047) (456,431)
--------- ---------
190,724 174,485
--------- ---------
397,950 458,295
========= =========
COMMITMENTS AND CONTINGENCIES (notes 7(d) and 16)
THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
On behalf of the Board: "Brian W. Penny" "Scott A. Caldwell"
Director Director
F-C2
TVX GOLD INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(thousands of United States dollars except for per share amounts)
2002 2001 2000
--------- --------- ---------
$ $ $
REVENUE....................................................................... 184,757 158,340 170,030
--------- --------- ---------
MINE OPERATING COSTS
Cost of sales................................................................. 121,310 108,148 106,804
Depletion and depreciation.................................................... 34,149 40,243 38,000
--------- --------- ---------
155,459 148,391 144,804
--------- --------- ---------
EARNINGS FROM OPERATIONS BEFORE THE UNDERNOTED................................ 29,298 9,949 25,226
OTHER EXPENSES (INCOME)
Mining property, plant and equipment write-downs (note 4)..................... 4,071 21,000 --
Non-operating asset write-downs (note 4)...................................... 15,000 223,513 --
Other asset write-downs (notes 3 and 6)....................................... 12,903 -- --
Corporate administration...................................................... 6,297 8,123 6,597
Interest expense.............................................................. 555 3,769 3,447
Exploration................................................................... 3,660 3,380 5,497
Transaction costs............................................................. 3,217 -- --
Foreign exchange loss......................................................... 7,345 3,293 2,015
Interest income............................................................... (4,273) (5,650) (9,503)
Other, net.................................................................... (3,118) (3,883) 5,420
--------- --------- ---------
45,657 253,545 13,473
--------- --------- ---------
EARNINGS (LOSS) BEFORE THE UNDERNOTED......................................... (16,359) (243,596) 11,753
INCOME TAX (RECOVERY) EXPENSE (note 12)....................................... 7,279 (5,634) (179)
MINORITY INTERESTS AND PARTICIPATION RIGHTS .................................. 6,978 (10,034) (496)
--------- --------- ---------
NET EARNINGS (LOSS) FOR THE YEAR.............................................. (30,616) (227,928) 12,428
========= ========= =========
EARNINGS (LOSS) PER SHARE (notes 2(c) and 9(c))............................... (0.75) (10.58) 0.03
THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
F-C3
TVX GOLD INC.
CONSOLIDATED STATEMENTS OF DEFICIT
For the years ended December 31, 2002, 2001 and 2000
(thousands of United States dollars)
2002 2001 2000
--------- --------- ---------
$ $ $
Deficit, beginning of year-- as originally reported........................... (456,431) (221,837) (219,838)
Change in accounting for income taxes (note 2(d))............................. -- -- (2,102)
Deficit, beginning of year-- restated ........................................ (456,431) (221,837) (221,940)
Net earnings (loss) for the year.............................................. (30,616) (227,928) 12,428
Accretion of convertible notes (note 14)...................................... -- (6,666) (12,325)
Deficit, end of year.......................................................... (487,047) (456,431) (221,837)
========= ========= =========
THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
F-C4
TVX GOLD INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2002, 2001 and 2000
(thousands of United States dollars)
2002 2001 2000
--------- --------- ---------
$ $ $
OPERATING ACTIVITIES
Net earnings (loss) for the year.............................................. (30,616) (227,928) 12,428
Non-cash items:
Depletion and depreciation.................................................. 34,149 40,243 38,000
Gain on sale of other assets................................................ (1,675) -- --
Deferred income taxes....................................................... (1,469) (10,919) (4,022)
Mining property, plant and equipment write-downs............................ 4,071 21,000 --
Non-operating asset write-downs............................................. 15,000 223,513 --
Other asset write-downs..................................................... 12,903 -- --
Minority interests and participation rights................................. 6,978 (10,034) (496)
Change in reclamation provision............................................. -- (2,771) --
Other....................................................................... 3,218 1,006 326
Deferred revenue............................................................ (5,332) (4,608) (11,020)
Net proceeds from hedge book restructuring (note 11(e))..................... -- 16,801 --
--------- --------- ---------
37,227 46,303 35,216
--------- --------- ---------
Changes in non-cash working capital (note 17(e)).............................. 7,179 (520) (2,659)
--------- --------- ---------
Cash provided by operating activities......................................... 44,406 45,783 32,557
--------- --------- ---------
INVESTING ACTIVITIES
Mining property, plant and equipment.......................................... (15,166) (25,552) (48,746)
Payment of receivable from High River Gold Mines Ltd (note 6)................. 3,319 3,014 1,541
Purchases of short-term investments........................................... (30,279) (51,931) (130,562)
Sales and maturities of short-term investments................................ 57,488 81,152 136,612
Export prepayment contracts (note 5).......................................... -- (24,500) (42,483)
Proceeds from sale of other assets............................................ 4,495 -- --
Decrease (increase) in restricted cash and cash equivalents................... 7,492 1,255 (9,770)
Other......................................................................... 693 (1,495) (2,569)
--------- --------- ---------
Cash (used for) provided by investing activities.............................. 28,042 (18,057) (95,977)
--------- --------- ---------
Financing activities
Long-term debt borrowings..................................................... -- 26,944 45,133
Long-term debt repayments..................................................... (5,750) (26,470) (25,622)
Debenture payable (note 13)................................................... -- (26,855) 26,855
Minority interest dividends................................................... (14,909) (22,666) (15,963)
Gold linked convertible notes................................................. -- (9,173) (10,501)
Contributed surplus........................................................... -- (1,595) --
Common shares................................................................. 46,855 (639) (626)
--------- --------- ---------
Cash (used for) provided by financing activities.............................. 26,196 (60,454) 19,276
--------- --------- ---------
(Decrease) increase in cash and cash equivalents.............................. 98,644 (32,728) (44,144)
Cash and cash equivalents, beginning of year.................................. 16,568 49,296 93,440
--------- --------- ---------
Cash and cash equivalents, end of year........................................ 115,212 16,568 49,296
========= ========= =========
THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
F-C5
TVX GOLD INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Dollar amounts in thousands of U.S. dollars, except
amounts per share and per ounce or unless otherwise noted
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in Canada which, in the
Company's case, conform with accounting principles generally accepted in
the United States ("US"), except as disclosed in note 17. The significant
accounting policies followed by the Company and its incorporated and
unincorporated joint ventures are summarized as follows:
a) BASIS OF CONSOLIDATION
These consolidated financial statements include the accounts of the
Company and its subsidiaries. Investments in incorporated and
unincorporated joint ventures are accounted for by the proportionate
consolidation method as substantially all of the Company's business is
conducted through joint ventures.
b) USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. The most significant estimates are related
to the physical and economic lives and the recoverability of mining
assets, mineral reserves, site restoration and related obligations,
commodity contracts and financial instruments and income taxes. Actual
results could differ from those estimates.
c) TRANSLATION OF FOREIGN CURRENCIES
The accounts of the Canadian operations and operations in foreign
countries have been translated using the temporal method for foreign
integrated operations. The functional currency of the Company is US
dollars, as the Company considers the US dollar to be the principal
currency of its operations. Under the temporal method, monetary assets
and liabilities have been translated at the end of year exchange rates.
Non-monetary assets, which primarily comprise mining property, plant and
equipment, have been translated using historic rates of exchange.
Revenues and expenses have been translated at the average rates of
exchange during the years, except for depletion and depreciation, which
have been translated at the same rates as the related assets. Foreign
exchange gains and losses on translation are included in the
determination of earnings.
d) COMMODITY CONTRACTS AND FINANCIAL INSTRUMENTS
In the normal course of business, the Company uses agreements with
financial institutions, principally derivatives, to hedge its exposure to
fluctuations in metal prices, foreign exchange rates and interest rates.
The intent is to protect the Company against downside price risk on
future metal sales and cash flow risk on interest rates and foreign
exchange.
The Company mitigates the counterparty credit risk exposure arising from
these agreements by transacting with what it believes are financially
sound institutions. Some derivative instruments entered into by the
Company are subject to margin requirements, beyond varying threshold
limits, in the event that values of the hedged instruments significantly
change.
Commodity derivative hedging transactions include forward sales and
options contracts. Realized gains and losses, as well as premiums, are
recognized in revenue as the designated production is delivered. If
contracts are amended or closed out before the planned delivery of the
designated production, recognition of any gains or losses is deferred
until their original designation period. Commodity commitments not
designated as hedges are marked to market and the resultant gains or
losses are recorded in earnings in the period.
The Company has periodically entered into lease rate swap agreements in
conjunction with commodity contracts. Obligations under lease rate swap
agreements, entered into expressly to finance options purchased, are
marked to market at the balance sheet date and the resulting gains or
losses are deferred until the related production is delivered.
The Company has periodically entered into foreign exchange contracts to
hedge the effect of exchange rates on a portion of its future currency
requirements. Gains and losses are recognized and reported as a component
of the related transactions.
The carrying amount of cash and cash equivalents, short-term investments,
accounts receivable, restricted cash, export prepayment contracts,
accounts payable and accrued liabilities and current and long-term debt
approximates their fair value unless otherwise specified.
e) REVENUE RECOGNITION
Revenue from the sale of bullion and base metal concentrates is
recognized when title passes to the purchaser.
F-C6
f) INVENTORIES
Gold and silver bullion inventories, dore, base metal concentrates,
work-in-process and ore stockpiles are carried at the lower of average
production cost and net realizable value. Materials and supplies
inventories are stated at the lower of cost and replacement value.
g) MINING PROPERTY, PLANT AND EQUIPMENT
Mining property, plant and equipment is recorded at cost including costs
associated with acquisition and further development, including costs
incurred to access ore, of mining properties. Mine development costs
include costs incurred to expand reserves in existing ore bodies at
development properties or operating mines. Depletable assets are
amortized over the life of the mine on a unit-of-production basis. The
current estimated gold mine lives range from 4 to 17 years with the
average being 8 years. Depreciable assets are also amortized over the
life of the mine on a unit-of-production basis except where the useful
life of a depreciable asset is less than the life of the mine, in which
case depreciation is recorded on a straight-line basis over its useful
life. Amortization on a unit-of-production basis is calculated using only
proven and probable reserves.
The Company carries out an impairment evaluation when conditions or
events occur suggesting that an asset has been impaired. Mining assets
are evaluated by comparing the undiscounted future net cash flows against
their current carrying value. When the cash flows demonstrate an
impairment, the Company will write down its value. Operational
considerations include projected operating cost structures, future
capital requirements, including mine closure costs, and estimates of mine
life based on known reserves. Metal prices utilized for the 2002
evaluation were $300 per ounce (2001 -- $300; 2000 -- $300) for gold and
$4.75 per ounce (2001 -- $4.50; 2000 -- $5.50) for silver. Lead prices
utilized for the 2001 and 2000 evaluations were $475 per tonne and $550
per tonne respectively and zinc prices utilized for the 2001 and 2000
evaluations were $775 per tonne and $1,200 per tonne, respectively. No
lead or zinc prices were required for the 2002 evaluations.
h) EXPLORATION
Exploration expenditures, excluding property acquisition costs, are
charged to earnings as incurred. When it has been established that a
mining property has development potential, further costs incurred prior
to the start of mining operations, are recorded as deferred development
costs and amortized in accordance with the policies described under note
1(g). The development potential of mining properties is established by
the existence of proven and probable reserves, reasonable assurance that
the property can be permitted as an operating mine and evidence that
there are no metallurgical or other impediments to the production of
saleable metals.
i) RECLAMATION COSTS
Expenditures relating to ongoing environmental and reclamation programs
are charged against earnings as incurred or capitalized and amortized
depending on their future economic benefit. Estimated future reclamation
costs, including site restoration, where reasonably determinable are
charged against earnings over the estimated useful life of the mine based
on proven and probable reserves. These estimates are based on current
standards or higher. These standards are subject to future legislative
changes which will be reflected in the estimates when passed.
j) FINANCING COSTS
Debt issue costs are deferred and amortized over the term of the debt.
Interest and debt issue costs, whether incurred directly or indirectly,
are capitalized when they arise from indebtedness incurred to finance
development activities on mining properties and are amortized to earnings
when production commences.
k) CASH AND CASH EQUIVALENTS
Cash and cash equivalents include short-term money market instruments
which, on acquisition, have a term to maturity of three months or less.
Short-term investments represent short-term money market instruments with
maturities, on acquisition, greater than three months and less than one
year.
l) STOCK-BASED COMPENSATION PLAN (NOTE 2(A))
The Company has a stock-based compensation plan which is described in
note 10. No compensation expense is recognized under the plan when stock
or stock options are issued under the plan to directors, officers and
employees. The fair value of options issued to consultants is recognized
as an expense at the date of issue. Consideration received on exercise of
stock options is credited to share capital.
2. CHANGES IN ACCOUNTING POLICIES
a) Effective January 1, 2002, the Company adopted a new accounting
standard issued by the Canadian Institute of Chartered Accountants
("CICA") relating to stock-based compensation and other stock-based
payments. This new standard requires either the recognition of
compensation expense for grants of stock, stock options and other equity
instruments to employees, or, alternatively, the disclosure of pro forma
net earnings and net earnings per share data as if stock-based
compensation had been recognized in earnings. The Company has elected to
disclose pro forma net earnings and earnings per share data for options
granted after January 1, 2002. Therefore, there is no effect of adopting
this standard on the Company's results of operations and financial
position.
b) Effective January 1, 2002, the Company adopted retroactively a new
CICA accounting standard in respect of foreign currency translation that
eliminates the deferral and amortization of currency translation
adjustments related to long-term monetary items with a fixed and
ascertainable life. There is no impact on the Company's results of
operations and financial position as a result of adoption of this new
standard.
F-C7
c) Effective January 1, 2001, the Company adopted, retroactively, a new
accounting standard issued by the CICA relating to earnings per share.
This standard modifies the method of calculating fully diluted earnings
per share. Diluted earnings per share was unchanged as a result of
adopting the new standard.
d) In December 1997, the CICA issued Handbook section 3465, Income Taxes,
which was effective January 1, 2000. The standard required a change from
the deferral method of accounting to the asset and liability method of
accounting for income taxes. Under the asset and liability method, future
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
bases. Future tax assets and liabilities are measured using enacted or
substantively enacted tax rates expected to apply when the asset is
realized or the liability settled. The effect on future tax assets and
liabilities of a change in tax rates is recognized in income in the
period that substantive enactment or enactment occurs.
The deficit as at January 1, 2000 was increased by $2,102 and earnings
for the year ended December 31, 2000 increased by $3,232 as a result of
this change.
3. INVENTORIES
DECEMBER 31,
-------------------
2002 2001
-------- --------
$ $
Bullion and dore......................................................... 3,345 3,294
Base metal concentrates (a).............................................. -- 4,199
Work-in-process.......................................................... 2,461 2,257
Ore stockpiles-- precious metals......................................... 1,649 2,693
Materials and supplies (a)............................................... 8,984 11,856
-------- --------
16,439 24,299
======== ========
a) Base metal concentrates of $2,299 and warehouse inventory of
$2,119, relating to the Stratoni mine, were written off at
December 31, 2002.
4. MINING PROPERTY, PLANT AND EQUIPMENT
DECEMBER 31,
----------------------
2002 2001
--------- ---------
$ $
Producing properties
Mining property and deferred development............................... 336,465 339,214
Accumulated depletion.................................................. (240,226) (226,528)
--------- ---------
96,239 112,686
--------- ---------
Mine plant and equipment............................................... 271,323 265,562
--------- ---------
Accumulated depreciation............................................... (167,837) (158,965)
--------- ---------
103,486 106,597
--------- ---------
Equipment under capital lease.......................................... 4,943 4,943
Accumulated depreciation............................................... (2,838) (1,964)
--------- ---------
2,105 2,979
--------- ---------
201,830 222,262
--------- ---------
Development properties
Greek development projects............................................. -- 15,000
--------- ---------
Total mining property, plant and equipment............................... 201,830 237,262
========= =========
The Company wrote down the carrying value of certain assets as follows:
FOR THE YEARS ENDED
DECEMBER 31,
----------------------------------
2002 2001 2000
---- ---- ----
Reduction in carrying value of La Coipa Mine............................ -- 13,000 --
Reduction in carrying value of New Britannia Mine....................... -- 8,000 --
Write-off of carrying value of Stratoni Mine ........................... 4,071 -- --
------ ------- -------
Mining property, plant and equipment write-downs........................ 4,071 21,000 --
====== ======= =======
Write-off of and reduction in carrying value of Skouries development
project............................................................... 15,000 25,000
Write-off of carrying value of Olympias development project
(note 16(b)).......................................................... -- 198,513 --
------ ------- -------
Non-operating asset write-downs......................................... 15,000 223,513 --
====== ======= =======
Interest capitalized to the Greek development projects during 2002 is
$nil (2001 -- $671; 2000 -- $1,996).
5. EXPORT PREPAYMENT CONTRACTS
A Brazilian Central Bank program enables exporters to borrow US dollars
which are then immediately reinvested at rates in excess of those on the
loans.
F-C8
The Company's Brasilia joint venture participates in this program and
entered into contracts during 2000 and 2001 that were immediately
assigned to a Brazilian bank holding the amounts put on deposit. The
amounts on deposit were referred to as export prepayment contracts on the
balance sheet. The joint venture received a premium instead of a higher
interest rate on the amounts on deposit. Under the terms of the related
contracts, the bank would make all repayments of principal and interest
on the export loans as they become due.
The joint venture received a premium of $1,866 in 2001 and $1,782 in
2000. The premiums are included in accounts payable and recognized over
the term of the corresponding commitment to conduct export activities.
The premiums included in accounts payable total $1,817 as at December 31,
2002 (2001 -- $2,540).
During 2002, under an Amended and Restated Debt Assumption Agreement,
long-term debt in an amount of $66,983 was legally extinguished.
Consequently, the debt and the related export prepayment contract
balances were removed from the consolidated balance sheet in a non-cash
transaction (note 7).
6. OTHER ASSETS
DECEMBER 31,
-------------------
2002 2001
------- -------
$ $
Receivable from High River Gold Mines Ltd.(a)................... 9,790 14,867
Pyrite concentrates (b)......................................... -- 8,485
Other........................................................... 2,472 6,082
------- -------
12,262 29,434
======= =======
a) The receivable from High River Gold Mines Ltd., a joint venture
partner in the New Britannia Mine, bears interest at prime plus 0.625%
and is repayable from their share of cash flow from the New Britannia
Mine.
b) Pyrite concentrates were written off at December 31, 2002.
7. LONG-TERM DEBT
DECEMBER 31,
--------------------
2002 2001
------- -------
$ $
Crixas export loans (a)......................................... 1,500 7,250
Brasilia export loans (b)....................................... -- 66,983
------- -------
Total debt...................................................... 1,500 74,233
Less: Current portion........................................... (1,500) (15,401)
------- -------
Long-term debt.................................................. -- 58,832
======= =======
a) The Crixas mine received advances against future export
commitments. These loans are denominated in US dollars and bear interest
at a rate of 2.7%.
b) The Brasilia loan balance had corresponding deposits to match all
maturities which were included in export prepayment contracts in 2001.
During 2002, under an Amended and Restated Debt Assumption Agreement,
long-term debt in an amount of $66,983 was legally extinguished (note 5).
c) The Company has an unutilized $2.0 million revolving line of
credit with Normandy Finance Limited. Amounts drawn on this facility are
subject to interest at LIBOR plus 2.35% and are collateralized. This
revolving line of credit was terminated in 2003.
d) Letters of credit have been issued against reclamation costs at
the Mineral Hill mine which was closed in 1996. Cash in an amount of $8.6
million is pledged against these letters of credit at December 31, 2002
(2001 -- $8.6 million).
An additional $0.9 million of letters of credit have been issued relating
to the Musselwhite mine (2001 -- $0.9 million)
See also note 16(c) regarding Hellenic Gold commitments.
e) Interest paid during 2002 amounted to $555 (2001 -- $13,615; 2000
-- $18,170).
8. OTHER LIABILITIES
DECEMBER 31,
----------------------
2002 2001
--------- ---------
$ $
Closure provisions-- operating properties (a)............................ 23,554 19,742
Closure provisions-- non-operating properties (b)........................ -- 1,000
Capital lease (c)........................................................ 826 1,901
Other.................................................................... 43 300
--------- ---------
24,423 22,943
========= =========
F-C9
a) Included in closure provisions -- operating properties is $9,466
(2001 -- $6,960) relating to the Stratoni mine.
b) An additional $2.1 million (2001 -- $2.9 million) of accrued
reclamation costs, relating to the current portion of the reclamation
accrual for the Mineral Hill mine, are included in accounts payable at
December 31, 2002.
c) The total remaining capital lease obligation of $1,896 bears
interest at 90 day LIBOR plus 1.5%. Future minimum lease payments are as
follows:
$
-------
2003.......................................................... 1,131
2004.......................................................... 848
-------
1,979
Less: Interest................................................ (83)
-------
1,896
Less Current portion..........................................(1,070)
-------
826
=======
9. CAPITAL STOCK
a) Authorized
Unlimited number of common shares without par value.
b) Issued
The Company's issued and outstanding common shares are as follows:
NUMBER OF
SHARES $
----------- ---------
Outstanding as at December 31, 1999..................................... 3,592,322 385,052
Shares repurchased and cancelled........................................ (20,080) (2,152)
Fractional shares redeemed.............................................. (7) --
----------- ---------
Outstanding as at December 31, 2000..................................... 3,572,235 382,900
Shares issued on conversion of the Notes (note 14)...................... 32,150,118 211,761
----------- ---------
Outstanding as at December 31, 2001..................................... 35,722,353 594,661
Shares issued for cash ................................................. 7,422,655 46,855
----------- ---------
Outstanding as at December 31, 2002..................................... 43,145,008 641,516
=========== =========
Under a special resolution of the shareholders of the Company on June 27,
2000, the shareholders authorized the consolidation of share capital on a
five for one basis. Effective June 30, 2002, the Company further
consolidated its common shares on a ten for one basis. All share capital,
share and option data in the consolidated financial statements have been
retroactively restated to reflect the share consolidations.
c) The earnings (loss) per share has been calculated using the
weighted average number of shares outstanding during the year of
41,031,231 shares (2001 -- 18,898,593; 2000 -- 3,581,370). For purposes
of the calculation, the loss is adjusted for charges related to the Notes
totaling $nil (2001 -- $6,666; 2000 -- $12,325) and the increase in
contributed surplus resulting from the settlement of the Notes (note 14).
Diluted earnings (loss) per share has not been presented as it would not
be dilutive. Diluted earnings (loss) per share would reflect the maximum
possible dilution from the potential conversion of stock options.
2002 2001 2000
------------ ------------ ----------
$ $ $
Basic earnings (loss) per share
Net earnings (loss).......................................... (30,616) (227,928) 12,428
Interest accretion on the Notes.............................. -- (6,666) (12,325)
Increase from the settlement of the Notes.................... -- 34,729 --
Net earnings (loss) applicable to common shares.............. (30,616) (199,865) 103
=========== =========== ==========
Weighted average common shares outstanding................... 41,031,231 18,898,593 3,581,370
=========== =========== ==========
Basic earnings (loss) per common share....................... (0.75) (10.58) 0.03
=========== =========== ==========
d) During 2000, under the terms of a normal course issuer bid, the
Company repurchased 20,080 common shares at an average cost of CAN $46.00
per share. These transactions resulted in contributed surplus of $1,526.
The restructuring of the Notes during 2001 (note 14) resulted in
additional contributed surplus of $34,729 in 2001.
e) The Company has issued 8,000 warrants outstanding to purchase
common shares at CAN $66.50 per share expiring August 11, 2003.
10. STOCK-BASED COMPENSATION PLAN
The Company has granted common share options to certain directors,
officers, employees and consultants to attract and retain key personnel.
Under the Company's 1994 Stock Option Plan, as amended, up to 3.5 million
common share options for terms up to ten years at a price no lower than
the
F-C10
market price at the time of the grant are available to certain directors,
officers, employees and consultants. The total number of shares which may
be purchased under any options granted to insiders of the Company under
the Stock Option Plan shall be less than a majority of the total number
of shares available for issuance under the Stock Option Plan.
At the time of the grant, vesting is at the discretion of the Board of
Directors. In the event of a fundamental change in the ownership and/or
capital structure of the Company, all options outstanding will
automatically vest and become fully exercisable and the options will
continue until the end of the expiry period. All outstanding options
vested upon completion of the business combination (note 19(a)). All
options granted have five-year terms.
A summary of the status of the stock option plan as at December 31, 2002,
2001 and 2000 and changes during the years ending on those dates,
reflecting the share consolidations referred to in note 9(b) is as
follows:
2002 2001 2000
-------------------- ------------------- --------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
-------- ----------- -------- ---------- -------- ----------
(000S) CAN$ (000S) CAN$ (000S) CAN$
Outstanding at beginning of year............... 1,242 30.10 267 155.50 328 191.00
Granted........................................ -- -- 1,016 8.50 -- --
Exercised...................................... (273) 8.50 -- -- -- --
Expired........................................ (62) 163.21 (41) 204.70 (61) 346.10
---- ------ ----- ------ ---- -------
Outstanding at end of year................... 907 27.46 1,242 30.10 267 155.50
==== ====== ===== ====== ==== =======
Options exercisable at year end.............. 257 75.43 546 57.20 198 175.00
==== ====== ===== ====== ==== =======
The following table summarizes information on stock options outstanding
at December 31, 2002:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------- -------------------------
WEIGHTED
NUMBER AVERAGE WEIGHTED NUMBER WEIGHTED
OUTSTANDING AT REMAINING AVERAGE EXERCISABLE AT AVERAGE
DECEMBER 31, CONTRACTUAL EXERCISE DECEMBER 31, EXERCISE
RANGE OF EXERCISE PRICES CAN$ 2002 LIFE YEARS PRICE 2002 PRICE
----------------------------------------------- -------------- ----------- ---------- -------------- ----------
(000s) CAN$ (000s) CAN$
194.00-- 229.50................................ 20 0.17 201.30 20 201.30
138.00-- 162.50................................ 41 0.61 162.00 41 162.00
66.50-- 99.50................................ 122 1.61 66.50 122 66.50
8.50-- 12.50................................ 724 3.70 8.50 74 8.50
8.50-- 229.50................................ 907 3.20 27.46 257 75.43
11. COMMODITY CONTRACTS AND FINANCIAL INSTRUMENTS
The Company's consolidated precious metals hedging program and deferred
revenue as at December 31, 2002 are presented below:
a) Gold
PUTS BOUGHT
-----------------
OUNCES $/OZ
-------- -------
2003................................................... 150,000 260
2004................................................... 150,000 250
2005................................................... 150,000 250
2006................................................... 150,000 250
--------
600,000 253
========
The fair value of the gold put option contracts at December 31, 2002 was
$845.
b) Silver
CALLS SOLD
-----------------
OUNCES $/OZ
--------- ------
2003................................................... 2,000,000 6.00
---------
2,000,000 6.00
=========
The silver calls sold are not considered to be a hedge and have been
marked to market at December 31, 2002.
c) As at December 31, 2002, a joint venture of TVX had currency
contracts outstanding up to May 2003 to fix the US dollar amount
for 14.9 million Brazilian Reals at exchange rates prevailing at
the inception of the contracts. These contract rates range from
2.3568 to 3.7535. The contracts have been marked to market as at
December 31, 2002, and are included in short-term investments.
F-C11
d) Deferred revenue and deferred charges comprise net premiums on
open calls and put options as well as realized gains and losses on
hedging transactions. Deferred revenue will be recognized as the
originally designated hedged production is delivered, and
reflected in earnings as follows:
DEFERRED DEFERRED NET
REVENUE CHARGES TOTAL
------- ------- -------
$ $ $
2003........................................................ 9,894 (3,497) 6,397
2004........................................................ 9,873 (8,073) 1,800
2005........................................................ 6,416 (8,819) (2,403)
2006........................................................ 5,624 (8,793) (3,169)
2007........................................................ -- (2,807) (2,807)
------ ------- -------
31,807 (31,989) (182)
====== ======= =======
Current portion of deferred revenue......................... (6,397)
-------
Deferred charges............................................ 6,579
=======
e) In August 2001, the Company restructured its gold hedging program
to replace 390,000 ounces of $360 put options financed by lease rate
swaps with 550,000 ounces of $250 put options maturing from 2003 to 2006.
The lease rate swaps were repaid. In addition, the 129,600 ounces of $280
per ounce put options previously financed by lease rate swaps were
restructured to be puts. The effect of the restructuring was to reduce
total debt by $17,626 and increase deferred revenue by $14,829. The total
net cash cost of the restructuring was $825.
The net gain of $3,658 resulting from the restructuring has been deferred
to be recognized over the period of the originally designated production
ending in 2006.
f) Certain commodity contracts entered into by the Company require a
deposit with an intermediary to cover margin calls. This amount
fluctuates with spot gold and silver prices and at December 31, 2002
amounted to $523 (2001 -- $515) which is included in restricted cash.
12. INCOME TAXES
a) Details of income tax (recovery) expense for the years ended
December 31 are as follows:
2002 2001 2000
------ ------- ------
$ $ $
Income taxes
Current
Foreign.............................................. 8,416 4,863 3,680
Canada............................................... 332 422 163
------ ------- ------
8,748 5,285 3,843
------ ------- ------
Deferred
Foreign.............................................. (545) (7,559) (3,282)
Canada............................................... (924) (3,360) (740)
------ ------- ------
(1,469) (10,919) (4,022)
------ ------- ------
7,279 (5,634) (179)
====== ======= ======
Income taxes paid during 2002 amounted to $8,748 (2001 -- $5,285; 2000 --
$3,843).
b) The reconciliation of the combined Canadian federal and provincial
statutory income tax rates to the effective tax rate on earnings for the
years ended December 31 is as follows:
2002 2001 2000
---- ---- ----
% % %
Combined Canadian federal and provincial statutory income tax rate....... 38.6 41.7 44.0
Impact of change in future tax rates..................................... 3.0 (1.0) 2.5
Non-temporary differences................................................ (4.5) 0.4 3.3
Tax rates of other jurisdictions......................................... 1.3 (0.5) --
Unrecorded (realized) benefit of tax losses.............................. (82.9) (38.3) (51.3)
----- ----- -----
Effective tax rate..................................................... (44.5) 2.3 (1.5)
===== ===== =====
The combined Canadian federal and provincial statutory income tax rate
includes the weighted average of Canadian provincial income tax rates,
including surtaxes.
Cumulative withholding taxes of $8,559 (2001 -- $8,559) have been
provided on unremitted foreign earnings.
F-C12
c) The Company has unutilized tax deductions in Canada totaling
approximately $22,300 (2001 -- $26,700) which are available to be applied
against future taxable income. There has been no recognition in the
financial statements for these tax deductions. Of this amount, $10,100
will expire in 2008, $3,700 will expire in 2009 and the remainder is not
subject to expiry.
d) Deferred income taxes are provided as a result of temporary
differences that arise due to differences between the tax values and
carrying amount of assets and liabilities. The sources of temporary
differences and the related tax amounts are as follows:
DECEMBER 31,
---------------------
2002 2001
------- --------
Assets $ $
Depletion and amortization................................................. 2,978 307
Deferred mining costs..................................................... 14,687 16,680
Reclamation .............................................................. 467 344
Net operating losses...................................................... 17,153 22,055
Other..................................................................... 6,003 6,179
------- -------
Gross future tax assets................................................... 41,288 45,565
Valuation allowance....................................................... (27,890) (33,092)
------- -------
Net future tax assets..................................................... 13,398 12,473
======= =======
Liabilities
Depletion and amortization................................................ (2,698) (3,962)
Deferred mining costs .................................................... (11,685) (11,962)
Other, including accrued withholding taxes................................ (6,012) (5,024)
------- -------
Future tax liabilities.................................................... (20,395) (20,948)
======= =======
13. DEBENTURE PAYABLE
A Brazilian subsidiary of the Company issued a short-term debenture in
December 2000 in the amount of $26,855. The debenture bore interest at
7.88% and was repaid on June 25, 2001.
14. GOLD LINKED CONVERTIBLE NOTES
On March 14, 1997, the Company issued $250 million of subordinated
unsecured convertible notes ("Notes"). The Notes bore interest at 5% per
annum which was payable semi-annually. The original maturity date of the
Notes was March 28, 2002.
On July 10, 2001, the Company completed the conversion of the Notes into
32,150,118 common shares of the Company. The effect of the conversion was
to increase capital stock by $211,761, increase contributed surplus by
$34,729, reduce the current portion of long-term debt by $8,403, reduce
deferred charges by $2,539 and reduce the equity component of gold linked
convertible notes by $240,626. No gain or loss was recognized on the
consolidated statement of operations.
The Notes were accounted for in accordance with CICA Section 3860 whereby
debt securities which have interest payable in cash and give the issuer
the right to settle the principal amount in common shares are split into
a liability and an equity component. The liability component of the debt
was calculated as the present value of the interest payments discounted
at a rate estimated to be equivalent to a similar non-convertible debt.
The net proceeds received from the issuance of the Notes, less the
liability component, were classified as equity.
The liability component was reduced by semi-annual interest payments, net
of changes in the present value of the liability component which were
charged to earnings. The equity component was increased over time by
charges to deficit for interest accretion and amortization of issuance
costs so that at maturity, it would be equal to the face value of the
Notes.
During the year ended December 31, 2002, the charges to deficit were $nil
(2001 -- $6,666; 2000 -- $12,325).
F-C13
15. SEGMENTED INFORMATION
The Company's industry segments are concentrated in the development and
mining of precious metals in North and South America and in Europe. Gold
and silver are currently the primary commodities produced. Details of the
Company's financial information segmented operationally are as follows:
FOR THE YEAR ENDED DECEMBER 31, 2002
-------------------------------------------------------------------------------------------------
MUSSEL- NEW STRATONI
LA COIPA BRASILIA CRIXAS WHITE BRITANNIA OPERATIONS GREECE CORPORATE/
(CHILE) (BRAZIL) (BRAZIL) (CANADA) (CANADA) (GREECE) DEVELOPMENT OTHER TOTAL
------- -------- -------- -------- -------- -------- ----------- ----- -----
$ $ $ $ $ $ $ $ $
Revenue..................... 46,252 33,546 30,020 21,384 17,126 31,007 -- 5,422 184,757
------ ------ ------ ------ ------ ------ ------- ------- -------
Cost of sales............... 33,621 18,110 8,417 15,485 11,117 34,560 -- -- 121,310
Depletion and depreciation.. 12,672 5,447 4,788 4,851 3,343 2,536 -- 512 34,149
------ ------ ------ ------ ------ ------ ------- ------- -------
46,293 23,557 13,205 20,336 14,460 37,096 -- 512 155,459
------ ------ ------ ------ ------ ------ ------- ------- -------
Earnings (loss) from
operations before the
undernoted............... (41) 9,989 16,815 1,048 2,666 (6,089) -- 4,910 29,298
Mining property, plant and
equipment write-downs... -- -- -- -- -- 4,071 -- -- 4,071
Non-operating asset
write-downs............... -- -- -- -- -- -- 15,000 -- 15,000
Other asset write-downs..... -- -- -- -- -- 4,418 8,485 -- 12,903
Corporate administration.... -- -- -- -- -- -- -- 6,297 6,297
Interest expense............ 176 76 211 -- -- -- -- 92 555
Exploration................. 691 -- 484 779 1,053 -- -- 653 3,660
Transaction costs........... -- -- -- -- -- -- -- 3,217 3,217
Foreign exchange loss....... (238) 4,254 541 445 (27) 707 -- 1,663 7,345
Interest income............. (35) (1,800) (683) (36) -- -- -- (1,719) (4,273)
Other....................... (195) (15) 120 32 -- -- -- (3,060) (3,118)
------ ------ ------ ------ ------ ------- ------- ------- -------
399 2,515 673 1,220 1,026 9,196 23,485 7,143 45,657
------ ------ ------ ------ ------ ------- ------- ------- -------
Earnings (loss) before the
undernoted................ (440) 7,474 16,142 (172) 1,640 (15,285) (23,485) (2,233) (16,359)
Income taxes................ 757 844 1,553 -- -- -- -- 4,125 7,279
Minority interests and
participation rights...... (599) 3,315 7,295 (86) 820 -- -- (3,767) 6,978
------ ------ ------ ------ ------ ------- ------- ------- -------
Net earnings (loss)......... (598) 3,315 7,294 (86) 820 (15,285) (23,485) (2,591) (30,616)
====== ====== ====== ====== ====== ======= ======= ======= =======
Cash and cash equivalents... 1,713 2,675 5,246 -- 104 399 -- 105,075 115,212
Capital expenditures........ 836 2,696 1,819 3,656 1,637 1,996 -- 2,526 15,166
Mining property, plant and
equipment................. 62,437 62,206 23,623 45,497 7,927 -- -- 140 201,830
Total assets................ 72,210 78,696 34,633 49,930 10,762 4,158 -- 147,561 397,950
F-C14
FOR THE YEAR ENDED DECEMBER 31, 2001
-------------------------------------------------------------------------------------------------
MUSSEL- NEW STRATONI
LA COIPA BRASILIA CRIXAS WHITE BRITANNIA OPERATIONS GREECE CORPORATE/
(CHILE) (BRAZIL) (BRAZIL) (CANADA) (CANADA) (GREECE) DEVELOPMENT OTHER TOTAL
------- -------- -------- -------- -------- -------- ----------- ----- -----
$ $ $ $ $ $ $ $ $
Revenue...................... 41,404 25,386 26,699 20,122 15,289 24,160 -- 5,280 158,340
------ ------ ------ ------ ------ ------- ------- ------- -------
Cost of sales................ 32,128 17,953 10,719 14,281 10,537 22,530 -- -- 108,148
Depletion and depreciation... 16,260 5,091 5,007 5,904 5,916 1,871 -- 194 40,243
------ ------ ------ ------ ------ ------- ------- ------- -------
48,388 23,044 15,726 20,185 16,453 24,401 -- 194 148,391
------ ------ ------ ------ ------ ------- ------- ------- -------
Earnings (loss) from
operations before the
undernoted................. (6,984) 2,342 10,973 (63) (1,164) (241) -- 5,086 9,949
Mining property, plant and
equipment write-downs...... 13,000 -- -- -- 8,000 -- -- -- 21,000
Non-operating asset
write-downs................ -- -- -- -- -- -- 223,513 -- 223,513
Other asset write-downs...... -- -- -- -- -- -- -- -- --
Corporate administration..... -- -- -- -- -- -- -- 8,123 8,123
Interest expense............. 309 575 534 -- -- -- -- 2,351 3,769
Exploration.................. 320 -- 237 488 466 -- -- 1,869 3,380
Foreign exchange loss........ -- 2,278 976 94 62 -- -- (117) 3,293
Interest income.............. (28) (1,682) (769) (59) -- -- -- (3,112) (5,650)
Other........................ 623 (3) (373) 12 -- -- -- (4,142) (3,883)
------ ------ ------ ------ ------ ------- ------- ------- -------
14,224 1,168 605 535 8,528 -- 223,513 4,972 253,545
------ ------ ------ ------ ------ ------- ------- ------- -------
Earnings (loss) before the
undernoted................. (21,208) 1,174 10,368 (598) (9,692) (241) (223,513) 114 (243,596)
Income taxes................. (41) (215) 1,325 -- -- -- -- (6,703) (5,634)
Minority interests and
participation rights....... (10,584) 695 4,522 (299) (4,846) -- -- 478 (10,034)
------ ------ ------ ------ ------ ------- ------- ------- -------
Net earnings (loss).......... (10,583) 694 4,521 (299) (4,846) (241) (223,513) 6,339 (227,928)
====== ====== ====== ====== ====== ======= ======= ======= =======
Cash and cash equivalents.... 1,133 1,021 5,980 -- 14 574 -- 7,846 16,568
Capital expenditures......... 5,975 2,004 3,254 4,032 1,298 3,471 5,419 99 25,552
Mining property, plant and
equipment.................. 72,379 63,955 25,503 46,539 9,546 4,111 15,000 229 237,262
Total assets................. 82,639 151,147 35,616 50,490 12,416 13,990 23,485 88,512 458,295
F-C15
FOR THE YEAR ENDED DECEMBER 31, 2000
-------------------------------------------------------------------------------------------------
MUSSEL- NEW STRATONI
LA COIPA BRASILIA CRIXAS WHITE BRITANNIA OPERATIONS GREECE CORPORATE/
(CHILE) (BRAZIL) (BRAZIL) (CANADA) (CANADA) (GREECE) DEVELOPMENT OTHER TOTAL
------- -------- -------- -------- -------- -------- ----------- ----- -----
$ $ $ $ $ $ $ $ $
Revenue...................... 48,902 30,361 26,774 21,892 14,552 16,081 -- 11,468 170,030
------ ------ ------ ------ ------ ------- ------- ------- -------
Cost of sales................ 37,256 19,402 10,624 12,526 10,992 16,004 -- -- 106,804
Depletion and depreciation... 13,859 8,079 4,897 5,922 4,158 1,003 -- 82 38,000
------ ------ ------ ------ ------ ------- ------- ------- -------
51,115 27,481 15,521 18,448 15,150 17,007 -- 82 144,804
------ ------ ------ ------ ------ ------- ------- ------- -------
Earnings (loss) from
operations before the
undernoted................. (2,213) 2,880 11,253 3,444 (598) (926) -- 11,386 25,226
Mining property, plant and
equipment write-downs...... -- -- -- -- -- -- -- -- --
Non-operating asset
write-downs................ -- -- -- -- -- -- -- -- --
Corporate administration..... -- 13 -- -- -- -- -- 6,584 6,597
Interest expense............. 426 505 1,131 -- -- -- -- 1,385 3,447
Exploration.................. 768 -- 584 555 515 146 -- 2,929 5,497
Foreign exchange loss........ -- 993 539 45 16 -- -- 422 2,015
Interest income.............. (44) (1,872) (618) -- -- -- -- (6,969) (9,503)
Other........................ 8,625 (3,194) (420) 121 12 -- -- 276 5,420
------ ------ ------ ------ ------ ------- ------- ------- -------
9,775 (3,555) 1,216 721 543 146 -- 4,627 13,473
------ ------ ------ ------ ------ ------- ------- ------- -------
Earnings (loss) before the
undernoted................. (11,988) 6,435 10,037 2,723 (1,141) (1,072) -- 6,759 11,753
Income taxes................. (1,298) 253 2,529 -- -- -- -- (1,663) (179)
Minority interests and
participation rights....... (5,345) 3,091 3,754 1,362 (571) -- -- (2,787) (496)
------ ------ ------ ------ ------ ------- ------- ------- -------
Net earnings (loss).......... (5,345) 3,091 3,754 1,361 (570) (1,072) -- 11,209 12,428
====== ====== ====== ====== ====== ======= ======= ======= =======
Cash and cash equivalents.... 24 4,012 2,529 351 48 1,590 -- 40,742 49,296
Capital expenditures......... 6,053 2,171 2,912 1,076 1,612 3,258 31,616 48 48,746
GEOGRAPHIC SEGMENTS ARE AS FOLLOWS:
FOR THE YEARS ENDED
DECEMBER 31,
------------------------------
2002 2001 2000
------- ------- -------
$ $ $
Revenue
Canada........................................................ 43,932 40,691 47,912
Chile......................................................... 46,252 41,404 48,902
Brazil........................................................ 63,566 52,085 57,135
Greece........................................................ 31,007 24,160 16,081
------- ------- -------
184,757 158,340 170,030
======= ======= =======
Identifiable assets
Canada........................................................ 101,207 108,576
Chile......................................................... 75,374 88,430
Brazil........................................................ 113,944 188,148
Greece........................................................ 4,158 37,475
Other......................................................... 103,267 35,666
------- -------
397,950 458,295
======= =======
16. COMMITMENTS AND CONTINGENCIES
A) ALPHA GROUP LITIGATION
The Ontario Court (General Division) issued its judgment in connection
with the claim against TVX Gold Inc. (TVX) by three individuals
(collectively the "Alpha Group") on October 14, 1998 relating to TVX's
interest in the Hellenic Gold mining assets in Greece (the "Hellenic Gold
Assets").
The Court rejected full ownership and monetary damages claims but did
award the Alpha Group a 12% carried interest and a right to acquire a
further 12% participating interest in the Hellenic Gold Assets. TVX filed
a notice to appeal and the Alpha Group filed a notice of cross-appeal.
Subsequent to the trial decision, the Company received notification of
two actions commenced by 1235866 Ontario Inc. ("1235866") the successor
to Curragh Inc. ("Curragh"), Mineral Services Limited ("Mineral") and
Curragh Limited ("Curragh Ltd.") against the Alpha Group, and others, in
Ontario and English Courts, in relation to the claim by the Alpha Group
against the Company for an interest in the Hellenic Gold Assets.
On July 28, 1999, the Company entered into an agreement with 1235866 to
ensure that these new claims would not result in any additional
diminution of the Company's interest in the Hellenic Gold Assets. 1235866
agreed not to pursue any claim against the Company for an interest in the
Hellenic Gold Assets beyond the interest which had been awarded to the
Alpha Group. In the event that 1235866 is successful in its claim against
the Alpha Group, 1235866 would be entitled to a 12% carried interest as
defined in the agreement (being an economic interest) and the right to
acquire a 12% participating interest upon payment of 12% of the aggregate
amounts expended by the Company and its subsidiaries in connection with
F-C16
the acquisition, exploration, development and operation of the Hellenic
Gold Assets up to the date of exercise.
The Company's appeal, the Alpha Group cross-appeal and the 1235866 motion
were all heard on February 17, 18 and 25, 2000. By judgment released on
June 1, 2000, the Court of Appeal, while partially granting the TVX
appeal, essentially upheld the trial decision, rejected the Alpha Group
cross-appeal and denied the 1235866 motion for a new trial. The result is
that TVX holds, as constructive trustee, a 12% carried interest and a
right to acquire a 12% participating interest in the Hellenic Gold Assets
upon payment of costs associated with that interest. 1235866 continues
its separate action against the Alpha Group.
TVX and the Alpha Group have been unable to agree on the definition and
application of the interests awarded in the trial judgment. Accordingly,
in June, 2001, a new action was commenced between the Alpha Group and TVX
to clarify the award. TVX anticipates that the hearing with respect to
this matter may be held in 2004. The amount of a loss, if any, cannot be
determined at this time.
B) LITIGATION IN GREECE
On March 1, 2002, the Conseil d'Etat, the Greek Supreme Court, issued its
judgment which annulled the purportedly valid permits issued by the Greek
Government to TVX Hellas with respect to the Olympias project. The
Conseil D'Etat ruling effectively prohibits development of the Olympias
project. TVX is reviewing its options, including legal remedies, with
respect to recovery of its investment in Greece. As a result of the
judgment, the Company wrote off the carrying value of Olympias in 2001
(note 4).
On February 15, 2002, a new mining permit, allowing for the continuation
of mining beneath the village of Stratoniki was issued to TVX Hellas. A
local action group filed a Petition of Annulment against the Greek
Government to have the new permit annulled. This action was heard on June
7, 2002. On December 9, 2002, the Conseil D'Etat released its decision on
the challenge to the Stratoni mining permits. The Company was informed
that the court ruled that TVX Hellas is not required to submit a new
environmental impact study to support the relevant mine permits. The
court also ruled, however, that the Greek Government had improperly
issued the new mining permits because the Ministry of Development had not
obtained a joint ministerial decision signed by five relevant ministries
prior to issuing the permits. On January 9, 2003 the Company was informed
by the Greek Ministry of Development instructing that mining beneath the
village of Stratoniki be suspended until the new mining permits were
signed by the five relevant ministries.
Operations were suspended on January 9, 2003 and did not re-commence once
the revised permits were issued on February 18, 2003. Kinross is
currently assessing its future plans for the Stratoni base metal
operations. The amount of a loss, if any, cannot be determined at this
time (note 19(b)).
C) HELLENIC GOLD COMMITMENTS
Pursuant to the acquisition contract of the Hellenic Gold assets in 1995
the Company has the obligation to fulfill the following: (1) Gold Plant
Guarantee -- the Company is obligated to construct a gold plant within
two years from receiving all applicable licenses, which may be extended
by a further eight months under certain circumstances. The Company
pledged an amount of $7.5 million to satisfy a GRD2.6 billion guarantee;
(2) employment must be offered by the construction contractor to 150
former employees of Hellenic Gold for a period of 18 months, during the
construction of the gold plant. In 2002 the Greek State released the
Company from the Gold Plant Guarantee and the relevant bank released the
pledged amount; (3) the Company is also obligated to employ at least 477
employees for a period of 10 years to maintain its eligibility for
government grants.
D) BRASILIA MINE
In September 2001, Rio Tinto Brasil Ltda. ("Rio Tinto Brasil"), a
subsidiary of Rio Tinto PLC, purported to terminate the shareholders
agreement relating to Rio Paracatu Mineracao S.A., the operating
corporation which holds the Brasilia mine. Rio Tinto Brasil also caused
Rio Paracatu to call a meeting of its shareholders to amend its Articles
of Association. The proposed amendments would permit Rio Tinto Brasil to
have sole decision-making authority over Rio Paracatu through its 51%
interest. Rio Tinto Brasil alleged that the transaction resulting in the
formation of the TVX Newmont Americas joint venture (formerly TVX
Normandy Americas joint venture) in June 1999 and the resignation of the
former Chairman and Chief Executive Officer of TVX in April 2001 had
triggered rights of first refusal under the shareholders agreement in
favor of Rio Tinto Brasil and as such rights were not made available to
Rio Tinto Brasil, it was permitted to terminate the shareholders
agreement.
The TVX Newmont Americas joint venture disagrees with Rio Tinto Brasil's
interpretation of the shareholders agreement and was successful in
obtaining an injunction against Rio Paracatu from holding the proposed
shareholders meeting. Following the granting of the injunction in
November 2001, the TVX Newmont Americas joint venture commenced a claim
in Brazil against Rio Tinto Brasil and Rio Paracatu to declare that the
shareholders agreement continues to be valid. Rio Tinto Brasil and the
TVX Newmont Americas joint venture have each filed pleadings with respect
to this action. In October 2002, Rio Tinto Brasil again caused Rio
Paracatu to call a meeting of its shareholders and TVX Newmont Americas
was successful in obtaining another injunction. Subsequently, Rio Tinto
Brasil and TVX Newmont Americas agreed to freeze litigation activities
until the end of January 2003 which date coincides with the termination
date specified in the combination agreement among Kinross, TVX and Echo
Bay (note 19(c)).
F-C17
In the event that Rio Tinto Brazil is successful in having the court rule
that its termination of the shareholders agreement was valid, TVX would
not be able to exercise joint control of Rio Paracatu under the terms of
the agreement. In the event of such outcome, TVX will evaluate other
legal remedies with respect to the management of Rio Paracatu. If TVX is
not able to retain joint control of Rio Paracatu, management of Rio
Paracatu, and operation of the Brasilia mine would be subject to the
discretion of Rio Tinto Brasil. Further, upon a loss of joint control,
TVX would no longer proportionately consolidate its interest in Rio
Paracatu and would account for its interest using the equity method under
Canadian and US GAAP. The termination of the shareholders agreement would
not effect TVX's current ownership interest in Rio Paracatu and the
amount of a loss, if any, cannot be determined at this time.
NORMANDY INTERNATIONAL HOLDINGS (PTY) LTD. ("NORMANDY") INDEMNIFICATION
Effective July 1, 1999, the Company conveyed 50% of its interests in five
operating mines to Normandy for net proceeds of $180,953. As part of the
transaction, the Company agreed to indemnify Normandy until June 2005 for
up to $15 million of unforeseen, pre-existing environmental liabilities
associated with the assets transferred. These assets were reacquired
under the terms of the transaction described in note 19(a).
GENERAL
Various lawsuits are pending against the Company. The actual liability
with respect to these lawsuits is not determinable, but management
believes, based on the opinion of counsel, that any liability will not
materially affect the Company's consolidated financial position.
17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES
The Company prepares its financial statements in accordance with
accounting principles generally accepted in Canada ("Canadian GAAP")
which generally conform to generally accepted accounting principles in
the United States ("US GAAP") except for the following significant
differences that affect the Company:
a) (i) Effective January 1, 2000, the Company adopted the asset and
liability method of accounting for income taxes under Canadian GAAP (note
2(d)). This change was made without restatement of the 1999 comparative
figures.
Prior to 2000, under Canadian GAAP, deferred income taxes were
determined using the deferral method whereby deferred income taxes were
provided for timing differences based on tax rates in effect when the
timing difference arose. Under US GAAP, income taxes are determined using
the liability method whereby deferred income taxes are provided for
temporary differences using tax rates expected to apply when the
differences reverse (notes 2(d) and 12).
(ii) The income tax expense (recovery) adjustment results from the tax
effects of US GAAP adjustments described in note 17 and the application
of the accounting policy described in note 17(a)(i) for the period prior
to January 1, 2000.
b) Under Canadian GAAP, the Notes (note 14) were accounted for under
a components approach whereby the Notes were presented with both
liability and equity components as explained in note 14. Under US GAAP,
these Notes were treated as long-term debt and all interest amounts (to
the extent not capitalized to development projects) and amortization of
debt issue costs were included in income.
On July 10, 2001, the Company completed the conversion of the Notes into
32,150,118 common shares of the Company valued at $211,761.
As explained above, prior to the conversion, the Notes were accounted for
under a components approach under Canadian GAAP. The effects of the
conversion under Canadian GAAP are described in note 14.
Under US GAAP, these Notes were treated as long-term debt. In accordance
with US GAAP, an extraordinary gain of $34,181 net of income taxes of
$nil, was recorded on this extinguishment of debt. The gain is comprised
of the difference between the carrying value of the Notes and the value
of the common shares issued less related transaction costs and the
write-off of unamortized debt issue costs.
c) Under US GAAP, start-up costs are expensed as incurred. Under
Canadian GAAP, start-up costs are deferred and amortized over the mine
life.
d) Under Canadian GAAP, capital assets are written down to net
recoverable amount when the expected undiscounted future cash flows from
their use are less than the asset carrying amount (note 4). Under US
GAAP, when the expected undiscounted future cash flows show a deficiency,
the asset is written down to fair value. Fair value has been estimated
using discounted expected future cash flows. In 2002 under Canadian GAAP,
the Company wrote down a capital asset which had already been written
down under US GAAP. This resulted in a reduction in the write down
recorded under US GAAP in 2002.
An adjustment to the deferred tax liability resulted from the US GAAP
adjustment.
e) Under US GAAP, the components of changes in non-cash working
capital are to be disclosed. They are as follows:
F-C18
FOR THE YEAR ENDED
DECEMBER 31,
--------------------------
2002 2001 2000
---- ---- ----
$ $ $
Accounts receivable.................................... 4,163 (7,065) (4,070)
Inventories............................................ 3,442 8,913 5,034
Accounts payable....................................... (426) (2,368) (3,623)
----- ---- ------
7,179 (520) (2,659)
===== ==== ======
f) Effective January 1, 2001, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities", as amended by SFAS No.
138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities" ("the Standards"). These Standards require companies to
record derivatives on the balance sheet as assets or liabilities,
measured at their fair value. If the derivative is designated as a fair
value hedge, the effective portions of the changes in the fair value of
the derivative, and changes in the fair value of the hedged item
attributable to the hedged risk, are recognized in the income statement.
If the derivative is designated as a cash flow hedge, the effective
portion of the changes in fair value of the derivative are recorded in
other comprehensive income ("OCI") and are recognized in the income
statement when the hedged item is recognized. Accordingly, ineffective
portions of changes in the fair value of hedging instruments are
recognized in earnings immediately. Gains or losses arising from hedging
activities, including the ineffective portion, are reported in the same
income statement caption as the hedged item. Gains or losses from
derivative instruments for which hedge accounting is not applied are
reported in other income.
In accordance with the transition provisions of the Standards, the
Company recorded the following after-tax cumulative adjustments on
January 1, 2001 as a result of recording all derivative financial
instruments on the consolidated balance sheet at fair value:
- an increase in OCI of $17.5 million, net of future income
taxes of $nil;
- an increase in assets of $12.5 million; and
- a decrease in liabilities of $5 million.
The Company has entered into the following types of derivative
instruments:
(See note 11 for details on the Company's commodity contracts and
financial instruments).
i) Certain gold put options, lease rate swaps and lead and zinc
forward contracts
Prior to adoption of the Standards, these instruments were accounted for
as cash flow hedges of future metals sales under both US and Canadian
GAAP. On adoption of the Standards, the Company elected not to designate
these contracts as hedges for US accounting purposes with the effect that
the contracts were recognized at their fair value on January 1, 2001,
with an offsetting amount in OCI. Changes in the fair value of these
derivative instruments subsequent to January 1, 2001, have been reflected
in current period earnings under US GAAP.
ii) Written silver call options and certain gold put options
Prior to the adoption of the Standards, these derivative instruments were
recorded at their fair value on the balance sheet with subsequent changes
in fair value reflected in current period earnings. The adoption of the
Standards did not result in any change in the accounting treatment for
these derivative instruments and does not represent a US GAAP difference
as the Company records these instruments at fair value for Canadian
reporting purposes.
iii) Foreign currency contracts
Prior to the adoption of the Standards, these contracts were recorded at
their fair value in the balance sheet with subsequent changes in fair
value reflected in current period earnings. The adoption of the Standards
did not result in any change in the US accounting treatment for the
contracts. Under Canadian GAAP, foreign currency contracts are recorded
when the corresponding hedge-designated period is reached.
The Company estimates that $7.3 million of gains, net of future income
taxes of $nil, will be reclassified from OCI to current period earnings
within the next twelve months.
A reconciliation of changes in OCI attributed to hedging activities is as
follows:
DECEMBER 31,
---------------
2002 2001
------ ------
$ $
Hedging gains, net of future income taxes of $nil, beginning of period................................ 10,985 17,544
Hedging gains at beginning of period reclassified to earnings, net of future income taxes of $nil..... 8,025 6,559
------ ------
Total hedging gains net of future income taxes of $nil................................................ 2,960 10,985
====== ======
g) The minority interests and participation rights adjustment arises
from the minority interests and participation rights impacts of
the US GAAP adjustments described in note 17.
h) The La Coipa, Brasilia and Crixas mines are proportionately
consolidated under Canadian GAAP. These mines would be accounted
for using the equity method under US GAAP. An accommodation is
available under certain conditions pursuant to Item 17(c)(2)(vii)
of SEC Form 20-F which permits the omission of differences in
classification or display that result from using proportionate
consolidation in the reconciliation to
F-C19
US GAAP. The Company has evaluated the criteria and has determined that
the La Coipa, Brasilia and Crixas mines qualify for this accommodation as
these joint ventures are operating entities, the significant financial
and operating policies of which are, by contractual arrangement, jointly
controlled by all parties having an equity interest in these entities.
i) For purposes of this US GAAP reconciliation, the terms "proven and
probable reserves," "exploration," "development," and "production"
have the same meaning under both US and CAN GAAP.
Exploration costs incurred are expensed at the same point in time based
on the same criteria under both US and CAN GAAP. In addition, mining
related costs are only capitalized after proven and probable reserves
have been designated under both US and CAN GAAP.
As a result of the above, the following would be US GAAP information for
the years ended December 31:
INCOME STATEMENT
2002 2001 2000
------- -------- ------
$ $ $
Earnings (loss) in accordance with Canadian GAAP................................ (30,616) (227,928) 12,428
Mining property write-downs (d)................................................. -- (51,185) --
Depletion and depreciation (c)(d)............................................... 4,046 2,830 3,410
Interest expense (b)............................................................ -- (1,107) (2,101)
Income tax expense (recovery) (a)............................................... (602) 3,650 2,092
Minority interests and participation rights (g)................................. (1,722) 2,160 (1,705)
Foreign exchange gain (loss) (f)(iii)........................................... 21 (1,821) 1,800
Non-operating asset write-downs (d)............................................. 9,900 -- --
Other income (f)(i)............................................................. (3,235) 967 --
------- -------- ------
Earnings (loss) in accordance with US GAAP, before extraordinary gain........... (22,208) (272,434) 15,924
Extraordinary gain (net of tax) (b)............................................. -- 34,181 --
------- -------- ------
Earnings (loss) in accordance with US GAAP...................................... (22,208) (238,253) 15,924
======= ======== ======
Earnings (loss) per share under US GAAP, before extraordinary gain.............. (0.54) (14.42) 4.45
Earnings (loss) per share under US GAAP......................................... (0.54) (12.61) 4.45
BALANCE SHEET
2002 2001
------- ------
$ $
Current assets (f)................................................................. 154,758 95,454
Mining property, plant and equipment (b), (c), (d)................................. 198,511 219,997
Deferred charges (f)............................................................... 4,925 6,694
Current liabilities (f)............................................................ 35,906 43,688
Deferred tax liability (a)......................................................... 17,347 17,298
Long-term debt (b)................................................................. -- 58,832
Minority interests and participation rights (g).................................... 120,002 126,211
Contributed surplus (b)............................................................ 1,526 1,526
Deficit............................................................................ (450,702) (428,494)
Other comprehensive income (f)..................................................... 2,959 10,985
STATEMENT OF CASH FLOWS
2002 2001 2000
------- -------- ------
$ $ $
Cash provided from operations................................................... 44,406 45,783 32,557
Cash used for investing activities (b).......................................... 28,042 (27,230) (106,478)
Cash provided from (used for) financing activities (b).......................... 26,196 (51,281) 29,777
Net cash, end of year........................................................... 115,212 16,568 49,296
18. COMPARATIVE FIGURES
Certain comparative figures have been reclassified to conform to the
presentation used in the current year.
F-C20
19. SUBSEQUENT EVENTS
A) ACQUISITION AND MERGER
TVX, Echo Bay Mines Ltd. ("Echo Bay") and Kinross Gold Corporation
("Kinross") entered into a combination agreement dated June 10, 2002, as
amended as of July 12, 2002 and November 19, 2002, for the purpose of
combining the ownership of their respective businesses. The combination
was to be effected by way of a plan of arrangement under the Canada
Business Corporations Act ("CBCA").
In a separate transaction, TVX and a subsidiary of TVX entered into two
agreements dated June 10, 2002, each as amended as of November 19, 2002,
with a subsidiary of Newmont Mining Corporation ("Newmont"). Pursuant to
these agreements, TVX acquired Newmont's 50% non-controlling interest in
the TVX Newmont Americas joint ventures (shown as "Minority interests and
participation rights" in the December 31, 2002 TVX balance sheet) for an
aggregate price of $180 million with an effective date of January 31,
2003.
On January 31, 2003, the shareholders of TVX approved the Plan of
Arrangement allowing the combination of the TVX, Echo Bay and Kinross
businesses. Subsequent to this, on January 31, 2003, the Superior Court
of Justice, Ontario approved the Plan of Arrangement.
Upon completion, on January 31, 2003, of the Plan of Arrangement and the
purchase of Newmont's interest in the TVX Newmont Americas joint venture,
and taking into account the Kinross three old for one new share
consolidation approved by Kinross shareholders at the January 28, 2003
Special Meeting of Kinross Shareholders, TVX shareholders received 2.1667
shares of Kinross for each TVX share.
B) GREECE
On January 9, 2003, the Greek Ministry of Development ordered TVX Hellas
to suspend mining beneath the village of Stratoniki. The suspension at
the Stratoni mine took immediate effect and would be released upon the
receipt of new mining permits signed by the five relevant ministries of
the Greek Government. Pursuant to the order, operations were suspended
and did not re-commence once the revised permits were issued on February
18, 2003 as Kinross attempted to negotiate a settlement and possible exit
strategy with the Greek Government.
The Greek Government undertook initiatives to put together a viable
long-term structure for the re-opening of the Stratoni mine.
Representatives of the participants of the new plan will meet in order to
set in motion the legal processes for the completion of the new
structure.
The new structure includes a major Greek mining enterprise, a group of
Greek construction companies and Kinross, as well as local Prefectural
and Municipal Authorities.
As part of the overall agreement, and with Kinross' commitment of $10
million for the support of the new plan, Kinross will retain the mineral
rights at Skouries, with the prospect of conducting a systematic
exploration and evaluation of the deposit.
For the transitional period and until the undertaking of the mines by the
new structure, Kinross has pledged to the Greek Government that it will
maintain the operation of the water treatment plant for the protection of
the environment, thus safeguarding public health and safety in the
region. In the meantime, TVX Hellas, in order to protect its interest,
has filed a petition for suspension of payments.
C) BRASILIA MINE
With respect to the dispute between Rio Tinto Brasil and TVX Newmont
Americas, as more fully described in note 16(d), the freeze date for
litigation was extended to April 22, 2003. On April 28, 2003, a TVX
subsidiary received notification from Rio Tinto Brasil stating that they
preserve their right to litigate in respect of the alleged breach of the
shareholders agreement and alleging that the combination (note 19(a))
breached the shareholders agreement as well.
D) NEW CREDIT FACILITY
In February 2003, Kinross and three of its wholly-owned subsidiaries
("the Borrowers") entered into a new syndicated credit facility. The new
syndicated credit facility has a maturity date of December 31, 2005 and a
total committed amount of $125.0 million. The primary purpose of the
credit facility is to enable the Borrowers to issue letters of credit to
various regulatory agencies to satisfy financial assurance requirements.
The shares of TVX Gold Inc. and 13 wholly owned subsidiaries have been
pledged as collateral for this credit facility.
F-C21
REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS
The Board of Directors
Echo Bay Mines Ltd.
We have audited the consolidated balance sheets of Echo Bay Mines Ltd. as at
December 31, 2002 and 2001 and the consolidated statements of operations,
deficit and cash flow for each of the years in the three-year period ended
December 31, 2002. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with Canadian and United States generally
accepted auditing standards. Those standards require that we plan and perform an
audit to obtain reasonable assurance whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as at
December 31, 2002 and 2001 and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 2002 in
accordance with Canadian generally accepted accounting principles.
/s/ Ernst & Young LLP
Edmonton, Canada
February 7, 2003, except for note 18(c),
as to which the date is March 26, 2003 Chartered Accountants
F-D1
ECHO BAY MINES LTD.
CONSOLIDATED BALANCE SHEETS
December 31
(thousands of U.S. dollars) 2002 2001
---------------------------------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 22,967 $ 12,351
Short-term investments 7,183 1,910
Interest and accounts receivable 4,177 3,645
Inventories (note 2) 20,834 29,506
Prepaid expenses and other assets 1,954 3,725
---------------------------------------------------------------------------------------------------------
57,115 51,137
Plant and equipment (note 3) 100,576 120,969
Mining properties (note 3) 29,017 32,903
Long-term investments and other assets (note 4) 36,982 55,795
---------------------------------------------------------------------------------------------------------
$ 223,690 $ 260,804
=========================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 24,813 $ 24,284
Income and mining taxes payable 3,793 3,570
Debt and other financings (note 5) -- 17,000
Reclamation and mine closure liabilities (note 8) 4,560 3,841
Deferred income (note 6) -- 876
---------------------------------------------------------------------------------------------------------
33,166 49,571
Debt and other financings (note 5) -- 6,714
Deferred income (note 6) 6,393 47,042
Reclamation and mine closure liabilities (note 8) 46,512 49,726
Deferred income taxes 945 925
Commitments and contingencies (notes 8, 16 and 17)
Shareholders' equity:
Capital stock (note 12), no par value, unlimited number
authorized; issued and outstanding - 541,272,675 shares 1,042,571 713,343
Capital securities (note 7) -- 157,453
Deficit (879,238) (734,665)
Foreign currency translation (26,659) (29,305)
---------------------------------------------------------------------------------------------------------
136,674 106,826
---------------------------------------------------------------------------------------------------------
$ 223,690 $ 260,804
=========================================================================================================
See accompanying notes.
On behalf of the Board: "Brian W. Penny" "Scott A. Caldwell"
Director Director
F-D2
ECHO BAY MINES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31
(thousands of U.S. dollars,
except for per share data) 2002 2001 2000
---------------------------------------------------------------------------------------------------------------------
Revenue $ 206,529 $ 237,684 $ 280,976
---------------------------------------------------------------------------------------------------------------------
Expenses:
Operating costs 128,136 175,341 173,435
Royalties (note 17) 7,799 7,597 8,034
Production taxes 1,222 177 2,460
Depreciation and amortization 35,271 42,101 50,664
Reclamation and mine closure 5,066 6,098 10,572
General and administrative 9,141 5,623 5,650
Exploration and development 8,554 3,466 10,336
Interest and other (note 9) 13,420 6,106 3,012
Loss on retirement of capital securities (note 12) 5,461 -- --
---------------------------------------------------------------------------------------------------------------------
214,070 246,509 264,163
---------------------------------------------------------------------------------------------------------------------
Earnings (loss) before income taxes (7,541) (8,825) 16,813
Income tax expense (recovery) (note 10) 149 (3,147) (1,748)
---------------------------------------------------------------------------------------------------------------------
Net earnings (loss) $ (7,690) $ (5,678) $ 18,561
---------------------------------------------------------------------------------------------------------------------
Net earnings (loss) attributable to common shareholders (note 7) $ (144,573) $ (22,985) $ 3,164
=====================================================================================================================
Earnings (loss) per share - basic and fully diluted $ (0.34) $ (0.16) $ 0.02
=====================================================================================================================
Weighted average number of shares outstanding (thousands)
- basic and diluted 429,783 140,607 140,607
=====================================================================================================================
CONSOLIDATED STATEMENTS OF DEFICIT
Year ended December 31
(thousands of U.S. dollars) 2002 2001 2000
---------------------------------------------------------------------------------------------------------------------
Balance, beginning of year $ (734,665) $ (711,680) $ (714,844)
Net earnings (loss) (7,690) (5,678) 18,561
Loss on retirement of capital securities, net of nil tax effect (132,302) -- --
(note 7)
Interest on capital securities, net of nil tax effect (note 7) (4,581) (17,307) (15,397)
---------------------------------------------------------------------------------------------------------------------
Balance, end of year $ (879,238) $ (734,665) $ (711,680)
=====================================================================================================================
See accompanying notes.
F-D3
ECHO BAY MINES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOW
Year ended December 31
(thousands of U.S. dollars) 2002 2001 2000
-----------------------------------------------------------------------------------------------------------------------------
CASH PROVIDED FROM (USED IN):
OPERATING ACTIVITIES
Net earnings (loss) $ (7,690) $ (5,678) $ 18,561
Add (deduct):
Depreciation 27,572 31,093 32,457
Amortization 7,699 11,008 18,207
Amortization of mining costs 2,328 6,118 4,202
Loss on retirement of capital securities 5,461 -- --
Deferred income included in revenue (note 6) (30,733) (18,609) (24,473)
Deferred income included in operating costs (note 6) -- (2,846) (3,149)
Deferral of gains on restructuring of hedge commitments -- -- 4,287
Deferred income taxes -- (3,358) (2,400)
Net gain on sale of other assets (note 9) (1,242) (700) (432)
Unrealized losses on share investments -- 150 28
Provision for impaired assets (note 9) 7,000 4,384 --
Provision for deferred gains and losses on modified hedge contracts
(note 9) 3,098 -- --
Allowance for bad debts (note 9) 1,509 -- --
Other 245 588 (1,084)
Change in cash invested in operating assets and liabilities:
Interest and accounts receivable (2,035) (648) (85)
Inventories 6,884 8,780 (2,869)
Prepaid expenses and other assets (56) 166 (31)
Accounts payable and accrued liabilities (1,174) 3,304 496
Income and mining taxes payable 266 (2,174) 2,790
-----------------------------------------------------------------------------------------------------------------------------
19,132 31,578 46,505
-----------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Mining properties, plant and equipment (12,581) (22,817) (11,589)
Long-term investments and other assets (4,518) (1,879) (524)
Proceeds on sale of plant and equipment 1,872 943 332
Other 1,194 (243) 894
-----------------------------------------------------------------------------------------------------------------------------
(14,033) (23,996) (10,887)
-----------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Debt repayments (17,000) (9,500) (36,750)
Debt borrowings -- -- 12,000
Units offering, net of issuance costs (note 12 ) 25,513 -- --
Warrants exercised 4 -- --
Costs of capital securities retirement (3,000) -- --
-----------------------------------------------------------------------------------------------------------------------------
5,517 (9,500) (24,750)
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 10,616 (1,918) 10,868
Cash and cash equivalents, beginning of year 12,351 14,269 3,401
-----------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year $ 22,967 $ 12,351 $ 14,269
=============================================================================================================================
See accompanying notes.
F-D4
ECHO BAY MINES LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Dollar amounts in thousands of U.S. dollars, except
amounts per share and per ounce or unless otherwise noted
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
Echo Bay Mines Ltd. ("Echo Bay" or the "Company") is engaged in the production
of gold and silver and related activities including exploration, development,
mining and processing. These activities are conducted principally in the United
States and Canada. Gold accounted for 96% and silver 4% of 2002 revenue
respectively. The Company has two operating mines: Round Mountain in Nevada,
United States and Lupin in Nunavut Territory, Canada. The Company's Kettle River
mine in Washington, United States was placed on care and maintenance in October
2002. The Company operated a fourth mine, McCoy/Cove in Nevada, United States,
until March 31, 2002, at which date mining and processing activities were
completed. The Company holds a 100% interest in its Kettle River and Lupin mines
and a 50% interest in its Round Mountain, which it operates, with the remaining
50% interest held by affiliates of Barrick Gold Corporation. The Company's
McCoy/Cove mine was conveyed to a subsidiary of Newmont Mining Corporation
effective February 7, 2003 as described in note 18.
The Company's financial position and operating results are directly affected by
the market price of gold in relation to the Company's production costs. Silver
price fluctuations also affect the Company's financial position and operating
results, although to a lesser extent. Gold and silver prices fluctuate in
response to numerous factors beyond the Company's control.
The consolidated financial statements are prepared on the historical cost basis
in accordance with accounting principles generally accepted in Canada and, in
all material respects, conform with accounting principles generally accepted in
the United States, except as described in note 13. The statements are expressed
in U.S. dollars.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Certain of the comparative figures have been reclassified to conform to the
current year's presentation.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
its subsidiaries. Interests in joint ventures, each of which by contractual
arrangement is jointly controlled by all parties having an equity interest in
the joint venture, are accounted for using the proportionate consolidation
method to consolidate the Company's share of the joint venture's assets,
liabilities, revenues and expenses.
F-D5
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd.)
SHARE INVESTMENTS
Short-term investments, comprised of publicly traded common shares, are recorded
at the lower of cost or quoted market prices, with unrealized losses included in
income. Long-term common share investments are recorded at cost. A provision for
loss is recorded in income if there is a decline in the market value of a
long-term share investment that is other than temporary. If the Company's share
investment represents more than 20% ownership interest and the Company can
exercise significant influence over the investee, the equity method of
accounting is used. The equity method reports the investment at cost adjusted
for the Company's pro rata share of the investee's undistributed earnings or
losses since acquisition.
FOREIGN CURRENCY TRANSLATION
The Company's self-sustaining Canadian operations are translated into U.S.
dollars using the current-rate method, which translates assets and liabilities
at the year-end exchange rate and translates revenue and expenses at average
exchange rates. Exchange differences arising on translation are recorded as a
separate component of shareholders' equity. The change in the balance is
attributable to fluctuations in the exchange rate of U.S. dollars to Canadian
dollars.
REVENUE RECOGNITION
Revenue is recognized when title to delivered gold or silver and the risks and
rewards of ownership pass to the buyer.
EARNINGS (LOSS) PER SHARE
Earnings (loss) per share are calculated based on the weighted average number of
common shares outstanding during the year. For per share calculations, the
amount of capital securities interest and loss on conversion that is charged
directly to the deficit decreases the earnings, or increases the loss,
attributable to common shareholders. Fully diluted earnings (loss) per share are
the same as basic earnings (loss) per share because the Company's outstanding
options are not dilutive.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
F-D6
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd.)
INVENTORIES
Precious metals and in-process inventories are valued at the lower of cost,
using the "first-in, first-out" method, or net realizable value. Materials and
supplies are valued at the lower of average cost or replacement cost.
PLANT AND EQUIPMENT
Plant and equipment are recorded at cost. Plant and equipment that have useful
lives shorter than the mine life are depreciated using the straight-line method
over each asset's estimated remaining economic life to a current maximum of 4
years.
MINING PROPERTIES - PRODUCING MINES' ACQUISITION AND DEVELOPMENT COSTS
Mining properties are recorded at cost of acquisition. Mine development costs
include expenditures incurred to develop new ore bodies, to define further
resources in existing ore bodies and to expand the capacity of operating mines.
These expenditures are amortized against earnings on the unit-of-production
method based on estimated recoverable ounces of gold. Estimated recoverable
ounces of gold include proven and probable reserves and non-reserve material
when sufficient objective evidence exists to support a conclusion that it is
probable the non-reserve material will be produced.
For the purpose of preparing financial information in accordance with United
States generally accepted accounting principles, only proven and probable
reserves are considered when applying the unit-of-production method. Non-reserve
material was not used in the periods covered by these financial statements when
applying the unit-of-production method under both Canadian and U.S. generally
accepted accounting standards.
F-D7
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd.)
DEVELOPMENT PROPERTIES
At properties identified as having the potential to add to the Company's proven
and probable reserves, the direct costs of acquisition and development are
capitalized only if there is sufficient objective evidence to indicate that it
is probable that the property will become an operating mine. Factors considered
in making this assessment include the existence and nature of known resources
and proven and probable reserves, whether the proximity of the property to
existing mines and ore bodies increases the probability of developing an
operating mine, the results of recent drilling on the property and the existence
of feasibility studies or other analyses demonstrating the existence of
commercially recoverable ore. Capitalized costs are evaluated for recoverability
when events or circumstances indicate that investment in the property may be
impaired and are written off if it is determined that the project is not
commercially feasible in the period in which this determination is made. The
assessment of cost recoverability is based on proven and probable reserves on
the property, if any, as well as resources which do not meet the criteria for
classification as a proven or probable reserve. If production commences,
capitalized costs are transferred to "producing mines' acquisition and
development costs" and amortized as described above.
For the purpose of preparing financial information in accordance with United
States generally accepted accounting principles, all costs associated with a
property that has the potential to add to the Company's proven and probable
reserves are expensed until a final feasibility study demonstrating the
existence of proven and probable reserves is completed. No costs have been
capitalized in the periods covered by these financial statements that do not
meet the criteria for capitalization under both Canadian and U.S. generally
accepted accounting standards.
DEFERRED MINING COSTS
Mining costs incurred to remove ore and waste from an open pit and to access new
production areas in an underground mine are capitalized as long-term deferred
costs. These costs are deferred because they relate to gold that will be
produced in future years and they are charged to operating costs in the period
that the related production occurs.
For open pit operations, mining costs are capitalized on an individual mine
basis, using the ratio of total tons of waste and ore to be mined to total gold
ounces to be recovered over the life of the mine. Costs are capitalized in
periods when the ratio of tons mined to gold produced exceeds the expected
average for the mine. Amortization occurs in periods when the ratio is less than
the expected average. This accounting method considers variations in grade and
recovery in addition to waste-to-ore ratios and results in the recognition of
mining costs evenly over the life of the mine as gold is produced.
F-D8
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd.)
For underground mining operations, the costs of accessing and developing new
production areas are deferred and expensed as operating costs in the period in
which the related production occurs.
EXPLORATION COSTS
The costs of exploration programs are expensed as incurred.
RECLAMATION AND MINE CLOSURE COSTS
Estimated site restoration and closure costs for each producing mine are charged
against operating earnings on the unit-of-production method based on estimated
recoverable ounces of gold.
INCOME TAXES
The Company uses the liability method of accounting for income taxes whereby
deferred income taxes are based on applying statutory tax rates to the
differences between the carrying amounts of assets and liabilities for
accounting and tax purposes. A valuation adjustment is provided against deferred
income tax assets unless they are considered more likely than not to be
realized.
PROPERTY EVALUATIONS
The Company annually reviews detailed engineering life-of-mine plans for each
mine. Long-lived assets are evaluated for impairment when events or changes in
circumstances indicate that the related carrying amounts may not be recoverable.
Expected future undiscounted cash flows are calculated using estimated
recoverable ounces of gold (considering proven and probable mineral reserves and
mineral resources expected to be converted into mineral reserves), future sales
prices (considering current and historical prices, price trends and related
factors), operating costs, capital expenditures, reclamation and mine closure
costs. Reductions in the carrying amount of long-lived assets, with a
corresponding charge to earnings, are recorded to the extent that the estimated
future cash flows are less than the carrying amount.
The Company's estimates of future cash flows are subject to risks and
uncertainties. It is possible that changes may occur which could affect the
recoverability of the Company's long-lived assets.
For the purpose of preparing financial information in accordance with United
States generally accepted accounting principles, estimated recoverable ounces of
gold include proven and probable reserves. Impairment amounts reported in these
financial statements under Canadian or U.S. generally accepted accounting
standards are not affected by this difference.
F-D9
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd.)
RESERVE RISKS
If the Company were to determine that its reserves and future cash flows should
be calculated at a significantly lower gold price than the $300 per ounce price
used at December 31, 2002, there would likely be a material reduction in the
amount of gold reserves. In addition, if the price realized by the Company for
its gold or silver bullion were to decline substantially below the price at
which mineral reserves were calculated for a sustained period of time, the
Company potentially could experience material write-downs of its investment in
its mining properties. Under certain of such circumstances, the Company might
discontinue the development of a project or mining at one or more of its
properties or might temporarily suspend operations at a producing property and
place that property in a "care and maintenance" mode. Reserves could also be
materially and adversely affected by changes in operating and capital costs and
short-term operating factors such as the need for sequential development of ore
bodies and the processing of new or different ore grades and ore types.
Significant changes in the life-of-mine plans can occur as a result of mining
experience, new ore discoveries, changes in mining methods and rates, process
changes, investments in new equipment and technology, and other factors. Changes
in the significant assumptions underlying future cash flow estimates, including
assumptions regarding precious metals prices, may have a material effect on
future carrying values and operating results.
CAPITALIZATION OF INTEREST
Interest cost is capitalized on construction programs until the facilities are
ready for their intended use.
EMPLOYEE BENEFIT PLANS
Obligations and related costs under defined contribution employee benefit plans
are accrued as the benefits are earned by the employees. The Company does not
have any defined benefit plans.
STOCK-BASED COMPENSATION PLANS
The Company has three stock-based compensation plans, which are described in
note 12. No compensation expense is recognized for these plans when the stock or
stock options are issued to employees. Any consideration paid by employees on
the exercise of stock options is credited to share capital.
F-D10
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd.)
HEDGING ACTIVITIES
The Company's profitability is subject to changes in gold and silver prices,
exchange rates, interest rates and certain commodity prices. To reduce the
impact of such changes, the Company locks in the future value of certain of
these items through hedging transactions. These transactions are accomplished
through the use of derivative financial instruments, the value of which is
derived from movements in the underlying prices or rates.
The gold- and silver-related instruments used in these transactions include
forward sales contracts and options. These forward sales contracts obligate the
Company to sell gold or silver at a specific price on a future date. Call
options give the holder the right, but not the obligation to buy gold or silver
at a specific future date at a specific price. These tools reduce the risk of
gold and silver price declines, but also could limit the Company's participation
in increases of gold and silver prices. The Company engages in forward
currency-exchange contracts to reduce the impact on the Lupin mine's operating
costs caused by fluctuations in the exchange rate of U.S. dollars to Canadian
dollars.
Gains and losses resulting from hedging activities are recognized in earnings on
a basis consistent with the hedged item. When hedged production is sold, revenue
is recognized in amounts implicit in the commodity loan, delivery commitment or
option agreement. Gains or losses on foreign currency are recorded in operating
costs, or capitalized in the cost of assets, when the hedged Canadian dollar
transactions occur. Gains and losses on early termination of hedging contracts
are deferred until the formerly hedged items are recognized in earnings.
Premiums paid or received on gold and silver option contracts purchased or sold
are deferred and recognized in earnings on the option expiration dates. Call
options written after October 24, 2000 are carried at fair value in accordance
with Emerging Issues Committee Abstract 113, "Accounting by Commodity Producers
for Written Call Options."
F-D11
2. INVENTORIES
2002 2001
-------------------------------------------------------------------------------
Precious metals bullion $ 5,239 $ 12,215
In-process 4,332 5,720
Materials and supplies 11,263 11,571
-------------------------------------------------------------------------------
$ 20,834 $ 29,506
===============================================================================
3. PROPERTY, PLANT AND EQUIPMENT
NET BOOK VALUE 2002 2001
--------------------------------------------------------------------------------------------------------------------
Plant and Mining Net Book Net Book
Property and percentage owned Equipment Properties Value Value
--------------------------------------------------------------------------------------------------------------------
Round Mountain (50%) $ 48,868 $ 14,149 $ 63,017 $ 76,001
McCoy/Cove (100%) 7,507 -- 7,507 10,104
Lupin (100%) 13,914 1,925 15,839 22,193
Aquarius (100%) 29,994 12,943 42,937 43,680
Other 293 -- 293 1,894
--------------------------------------------------------------------------------------------------------------------
$ 100,576 $ 29,017 $ 129,593 $ 153,872
====================================================================================================================
PLANT AND EQUIPMENT 2002 2001
--------------------------------------------------------------------------------------------------------------------
Net Book Net Book
Cost Value Cost Value
--------------------------------------------------------------------------------------------------------------------
Land improvements and utility systems $ 69,062 $ 2,047 $ 72,977 $ 3,220
Buildings 157,597 20,496 153,779 25,466
Equipment 391,157 47,029 385,086 53,371
Construction in progress 37,005 31,004 43,337 38,912
--------------------------------------------------------------------------------------------------------------------
$ 654,821 $ 100,576 $ 655,179 $ 120,969
====================================================================================================================
MINING PROPERTIES 2002 2001
--------------------------------------------------------------------------------------------------------------------
Producing mines' acquisition and development costs $ 283,641 $ 280,545
Less accumulated amortization 267,567 260,365
--------------------------------------------------------------------------------------------------------------------
16,074 20,180
Development properties' acquisition and development costs 12,943 12,723
--------------------------------------------------------------------------------------------------------------------
$ 29,017 $ 32,903
====================================================================================================================
During 2002, the Company wrote down the carrying values of the Lupin mine.
During 2001, the Company wrote down the carrying values of the Kettle River mine
(note 9).
F-D13
4. LONG-TERM INVESTMENTS AND OTHER ASSETS
2002 2001
------------------------------------------------------------------------------------------------------
Modification of hedging contracts $ 16,291 $ 29,305
Deferred mining costs 10,362 15,648
Reclamation and other deposits 10,144 10,485
Premiums paid on gold and silver option contracts -- 1,871
Other 185 357
------------------------------------------------------------------------------------------------------
36,982 57,666
Less current portion included in prepaid expenses and other assets -- 1,871
------------------------------------------------------------------------------------------------------
$ 36,982 $ 55,795
======================================================================================================
MODIFICATION OF HEDGING CONTRACTS
Losses on the early termination or other restructuring of gold and silver
hedging contracts are deferred until the formerly hedged items are recognized in
earnings. The remaining deferred losses relate to gold to be produced at the
Lupin mine and are expected to be recognized as follows: $5.2 million in 2003
and $11.1 million in 2004. Refer to note 6 for a discussion of the deferral of
gains on the modification of hedging contracts and note 9 for a discussion on
the provision for deferred losses previously relating to 2005 to 2008.
DEFERRED MINING COSTS
Deferred mining costs include $10.4 million (2001 - $13.8 million) in
respect of deferred stripping at the Round Mountain mine and $nil (2001 - $1.9
million) in respect of underground costs at the Lupin mine. The deferred mining
ratio for the Round Mountain mine in 2002 was 95 tons per ounce recovered (2001
- 112 tons, 2000 - 127 tons). During 2002, the Company wrote off the remaining
deferred mining costs for the Lupin mine (note 9).
PREMIUMS PAID ON GOLD AND SILVER HEDGING CONTRACTS
Premiums paid on gold and silver hedging contracts are deferred and
recognized in earnings on their expiration dates. These deferred premiums were
recognized in 2002. Refer to note 6 for a discussion of the deferral of premiums
received on gold and silver option contracts sold.
5. DEBT AND OTHER FINANCINGS
2002 2001
------------------------------------------------------------------------------
Revolving credit facility $ -- $ 17,000
Capital securities (note 7) -- 6,714
------------------------------------------------------------------------------
-- 23,714
Less current portion -- 17,000
------------------------------------------------------------------------------
$ -- $ 6,714
==============================================================================
CURRENCY LOANS
In May 2002, the Company repaid the remaining $17.0 million on its revolving
credit facility.
OTHER INFORMATION
The Company had $19.2 million in outstanding surety bonds and letters of credit
at December 31, 2002, primarily related to the bonding of future reclamation
obligations. At December 31, 2002, annual fees on the letters of credit range
from 0.5% to 1.25%.
Interest payments were $0.3 million in 2002, $1.8 million in 2001 and $4.3
million in 2000.
F-D13
6. DEFERRED INCOME
2002 2001
-----------------------------------------------------------------------------------------------
Modification of hedging contracts $ 6,393 $ 47,042
Premiums received on gold and silver hedging contracts -- 876
-----------------------------------------------------------------------------------------------
6,393 47,918
Less current portion -- 876
-----------------------------------------------------------------------------------------------
$ 6,393 $ 47,042
===============================================================================================
MODIFICATION OF HEDGING CONTRACTS
Gains on the early termination or other restructuring of gold, silver and
foreign currency hedging contracts are deferred until the formerly hedged items
are recognized in earnings. The remaining deferred gains relate to gold to be
produced at the Lupin mine are expected to be recognized as follows: $2.5
million in 2003 and $3.9 million in 2004. Refer to note 4 for a discussion of
the deferral of losses on the modification of hedging contracts and note 9 for a
discussion on the provision for deferred gains previously relating to 2005 and
2006.
PREMIUMS RECEIVED ON GOLD AND SILVER OPTION CONTRACTS
Premiums received on gold and silver option contracts sold are deferred
and recognized in earnings on the option expiration dates. These deferred
premiums were recognized in 2002. Refer to note 4 for a discussion of the
deferral of premiums paid on gold and silver hedging contracts.
7. CAPITAL SECURITIES
In 1997, the Company issued $100.0 million of 11% capital securities due in
April 2027. The effective interest rate on the capital securities was 11%, or
12% compounded semi-annually during a period of interest deferral.
On April 3, 2002 the Company issued 361,561,230 common shares in exchange for
all of its capital securities (note 12). Prior to the exchange, the present
value of the capital securities' principal amount was classified as debt (note
5) and the present value of the future interest payments plus deferred accrued
interest was classified within a separate component of shareholders' equity.
Interest on the debt portion of the capital securities was classified as
interest expense on the consolidated statement of earnings and interest on the
equity portion of the capital securities was charged directly to deficit on the
consolidated balance sheet. The loss on conversion of the capital securities was
charged proportionately between earnings and deficit (note 12). For purposes of
per share calculations, the equity portions of interest and the loss on
conversion decreases the earnings attributable to common shareholders. See note
13 for a discussion of differences in treatment of the capital securities under
generally accepted accounting principles in the United States.
F-D14
8. RECLAMATION AND MINE CLOSURE LIABILITIES
2002 2001
--------------------------------------------------------------------------------
Round Mountain $ 16,862 $ 13,674
McCoy/Cove 11,186 17,546
Lupin 11,405 9,584
Kettle River 9,251 9,119
Sunnyside 2,368 3,644
--------------------------------------------------------------------------------
51,072 53,567
Less current portion 4,560 3,841
--------------------------------------------------------------------------------
$ 46,512 $ 49,726
================================================================================
At December 31, 2002, the Company's estimate of future reclamation and mine
closure costs is $61.6 million, which it believes will meet current regulatory
requirements. The aggregate obligation accrued to December 31, 2002 was $51.1
million, including accruals of $5.1 million in 2002, $7.4 million in 2001, and
$10.6 million in 2000. Effective February 7, 2003, McCoy/Cove and its associated
reclamation obligation were conveyed to Newmont as described in note 18. Any
unused accrual will be taken into income at that time. Remaining requirements
including $14.5 million at Round Mountain and $3.1 million at Lupin, will be
accrued on the unit-of-production method over the remaining life of each mine.
In addition, the Company has posted bonds, cash deposits and letters of credit
totaling $30.6 million and corporate guarantees totaling $33.3 million as
required by various regulatory agencies. Assumptions used to estimate
reclamation and mine closure costs are based on the work that is required under
currently applicable permits, laws and regulations. These estimates may change
based on future changes in operations, cost of reclamation activities and
regulatory requirements.
9. INTEREST AND OTHER
2002 2001 2000
--------------------------------------------------------------------------------------------------------------------
Interest income $ (441) $ (760) $ (964)
Interest expense 719 2,560 5,194
Gain on sale of plant and equipment (1,242) (700) (251)
Reclamation provision (recovery) 1,424 1,338 (2,048)
Provision for impaired assets 7,000 3,046 --
Provision for deferred gains and losses on modified hedge contracts 3,098 -- --
Allowance for bad debts (note 17) 1,509 -- --
Other 1,353 622 1,081
--------------------------------------------------------------------------------------------------------------------
$ 13,420 $ 6,106 $ 3,012
====================================================================================================================
PROVISION FOR IMPAIRED ASSETS
The recoverability of the Company's carrying values of its operating and
development properties are assessed by comparing carrying values to estimated
future net cash flows from each property when conditions are present indicating
impairment may exist. In 2002, the Company recorded a $7.0 million provision for
impaired assets relating to its Lupin mine including $4.0 million of plant and
equipment and $3.0 million of deferred mining costs due to higher than
anticipated costs resulting from unexpected development challenges and changes
in future expectations of the strength of the Canadian dollar relative to the
United States dollar. In 2001, the Company recorded a $3.1 million provision for
impaired assets and a $1.3 million reclamation provision relating to its Kettle
River mine due to an unexpected decrease in reserves.
PROVISION FOR DEFERRED GAINS AND LOSSES ON MODIFIED HEDGE CONTRACTS
Gains and losses on the early termination or other restructuring of gold hedging
contracts are deferred until the formerly hedged items are recognized in
earnings to the extent that future mine production is available to meet the
original hedge commitments. Should circumstances change such that formerly
hedged anticipated future production is no longer considered likely to occur,
the related deferred gains and losses are recognized in earnings in the period
in which this determination is made. As a result, deferred losses of $4.6
million, $1.9 million, $0.7 million and $0.9 million relating to 2005, 2006,
2007 and 2008 respectively and deferred gains of $3.7 million and $1.3 million
relating to 2005 and 2006 respectively, have been recognized in 2002 with
respect to the Lupin mine.
F-D15
10. INCOME TAX EXPENSE
GEOGRAPHIC COMPONENTS
The geographic components of earnings before income tax expense and income tax
expense were as follows.
2002 2001 2000
--------------------------------------------------------------------------------------------------------------------
Earnings (loss) before income taxes:
Canada $ (30,583) $ 952 $ 637
United States and other 23,042 (9,777) 16,176
--------------------------------------------------------------------------------------------------------------------
$ (7,541) $ (8,825) $ 16,813
====================================================================================================================
Current income tax expense:
Canada $ 149 $ 166 $ 201
United States and other -- 45 451
--------------------------------------------------------------------------------------------------------------------
149 211 652
--------------------------------------------------------------------------------------------------------------------
Deferred income tax expense (recovery):
Canada -- (3,358) (2,400)
United States and other -- -- --
--------------------------------------------------------------------------------------------------------------------
-- (3,358) (2,400)
--------------------------------------------------------------------------------------------------------------------
Income tax expense (recovery) $ 149 $ (3,147) $ (1,748)
====================================================================================================================
EFFECTIVE TAX RATE
The effective tax rate on the Company's earnings differed from the combined
Canadian federal and provincial corporate income tax rates of 41.2% for 2002 and
43.1% for 2001 and 2000 for the following reasons.
2002 2001 2000
--------------------------------------------------------------------------------------------------------------------
Earnings (loss) before income taxes $ (7,541) $ (8,825) $ 16,813
====================================================================================================================
Income tax effect of:
Expected Canadian federal and provincial corporate
income taxes $ (8,679) $ (3,805) $ 7,246
Utilization of net operating loss -- -- (5,760)
Operating loss from which no tax benefit is derived 8,650 3,964 --
Canadian resource allowance and earned depletion 304 (172) 113
Foreign earnings subject to different income tax rates -- 965 (1,326)
Other items (126) (4,099) (2,021)
--------------------------------------------------------------------------------------------------------------------
Income tax expense (recovery) $ 149 $ (3,147) $ (1,748)
====================================================================================================================
Effective tax rate (current and deferred) (2.0%) 35.7% (10.4%)
====================================================================================================================
LOSS CARRYFORWARDS
At December 31, 2002, the Company had U.S. net operating loss carryforwards of
approximately $419 million to apply against future taxable income and $215
million to apply against future alternative minimum taxable income. These loss
carryforwards do not include the provisions for impaired assets, which have not
yet been recognized fully for income tax purposes. The net operating loss
carryforwards expire at various times from 2003 to 2022. Additionally, the
Company has Canadian non-capital loss carryforwards of approximately $89 million
and net capital loss carryforwards of approximately $204 million. The
non-capital loss carryforwards expire at various times from 2003 to 2009. The
net capital loss carryforwards have no expiration date.
F-D16
10. INCOME TAX EXPENSE (cont'd.)
DEFERRED TAX LIABILITIES AND ASSETS
Significant components of the Company's deferred tax liabilities and assets are
as follows.
2002 2001
------------------------------------------------------------------------------------ ------------------------------------
U.S. U.S.
millions of U.S. dollars Canada and other Total Canada and other Total
------------------------------------------------------------------------------------ ------------------------------------
Deferred tax liabilities:
Tax over book depreciation and depletion $ -- $ -- $ -- $ 3.3 $ -- $ 3.3
Other tax liabilities 0.9 -- 0.9 2.7 -- 2.7
------------------------------------------------------------------------------------ ------------------------------------
Total deferred tax liabilities 0.9 -- 0.9 6.0 -- 6.0
------------------------------------------------------------------------------------ ------------------------------------
Deferred tax assets:
Net operating loss and other carryforwards 120.7 148.7 269.4 120.3 147.9 268.2
Book over tax depreciation and depletion 36.0 23.7 59.7 33.0 21.3 54.3
Accrued liabilities 5.7 8.3 14.0 5.1 17.6 22.7
Other tax assets 3.1 4.7 7.8 1.8 4.7 6.5
------------------------------------------------------------------------------------ ------------------------------------
Total deferred tax assets before allowance 165.5 185.4 350.9 160.2 191.5 351.7
Valuation allowance for deferred tax assets (165.5) (185.4) (350.9) (155.1) (191.5) (346.6)
------------------------------------------------------------------------------------ ------------------------------------
Total deferred tax assets -- -- -- 5.1 -- 5.1
------------------------------------------------------------------------------------ ------------------------------------
Net deferred tax liabilities $ 0.9 $ -- $ 0.9 $ 0.9 $ -- $ 0.9
==================================================================================== ====================================
The net increase in the valuation allowance for deferred tax assets was $4.3
million for 2002 and $6.1 million for 2001.
INCOME TAX PAYMENTS
Income tax payments were $0.1 million in 2002, $0.7 million in 2001 and $0.2
million in 2000.
11. PREFERRED SHARES
The Company is authorized to issue an unlimited number of preferred shares,
issuable in series. Each series is to consist of such number of shares and to
have such designation, rights, privileges, restrictions and conditions as may be
determined by the directors. No preferred shares are currently issued.
12. CAPITAL STOCK
Units Amount
-----------------------------------------------------------------------------------------------------------
COMMON SHARES
Balance, December 31, 2001 and 2000 140,607,145 $ 713,343
Issued in exchange for capital securities and accrued interest 361,561,230 303,711
Units offering, net of issuance costs 39,100,000 23,236
Issued upon exercise of warrants 4,300 4
-----------------------------------------------------------------------------------------------------------
Balance, December 31, 2002 541,272,675 $ 1,040,294
===========================================================================================================
WARRANTS
Balance, December 31, 2001 -- $ --
Units offering, net of issuance costs 39,100,000 2,277
Warrants exercised (4,300) --
-----------------------------------------------------------------------------------------------------------
Balance, December 31, 2002 39,095,700 $ 2,277
===========================================================================================================
F-D17
12. CAPITAL STOCK (cont'd.)
CAPITAL SECURITIES RETIREMENT
On April 3, 2002 the Company issued 361,561,230 common shares, representing
approximately 72% of the outstanding common shares after giving effect to such
issuance, in exchange for all of its $100 million aggregate principal amount of
11% junior subordinated debentures due 2027, plus accrued and unpaid interest
thereon (the "capital securities").
Following this issuance of common shares, and as at April 3, 2002, the principal
holders of the Company's common shares and their respective ownership positions
in the Company were Newmont Mining Corporation of Canada Limited ("Newmont
Canada") (48.8%) and Kinross (11.4%). In connection with the completion of the
capital securities exchange, three directors of the Company resigned from the
board of directors. Two of the vacancies created by these resignations were
filled by executive officers of Newmont Canada.
As a result of eliminating the capital securities, the Company recorded an
increase to common shares of $303.7 million, based on their quoted market value
at the date of issue. The quoted market value of the common shares issued
exceeded the book value of the capital securities by $134.8 million. This
difference, along with transaction costs of $3.0 million, were recorded
proportionately between interest expense ($5.5 million) and deficit ($132.3
million) in the second quarter of 2002 based on the debt and equity
classifications of the capital securities.
UNITS OFFERING
In May 2002, the Company sold a total of 39,100,000 units at a price of $0.70
per unit for aggregate gross proceeds of approximately $27.4 million. Each unit
consisted of one common share and one share purchase warrant. The common shares
and the warrants comprising the units separated upon closing and trade
separately on the Toronto Stock Exchange and the American Stock Exchange. As a
consequence of the business combination described in note 18, each warrant,
previously entitling the holder to purchase one common share of the Company, now
entitles the holder to purchase 0.1733 of a post-consolidated Kinross common
share at a price of $0.90, at any time prior to November 14, 2003.
DELISTING OF COMMON SHARES
In connection with the business combination described in note 18, the common
shares of the Company were delisted from the Toronto Stock Exchange on February
5, 2003 and from the American Stock Exchange on January 31, 2003. Consequently,
all of the common shares of the Company are owned by Kinross. The warrants
continue to trade on both these exchanges until November 14, 2003.
DIVIDENDS
The Company has not paid dividends since 1996.
RESTRICTED SHARE GRANT PLAN
Effective February 1997, the Company adopted a restricted share grant plan to
provide incentive to officers of the Company. As at December 31, 2002, the
Company has reserved an aggregate of 750,000 common shares for issuance under
the plan, but no grants are outstanding. In connection with the business
combination described in note 18, no shares will be granted under this plan.
EMPLOYEE SHARE INCENTIVE PLAN AND DIRECTOR EQUITY PLAN
These plans provide for the granting of options to purchase common shares to
officers and employees (under the Employee Share Incentive Plan) and to eligible
directors (under the Director Equity Plan). Outstanding share options under the
plans are exercisable at prices equal to the market value on the date of grant.
The option holder may exercise each share option over a period of 10 years from
the date of grant. Options generally vest in 25% increments on the first,
second, third and fourth year anniversaries following the grant date. Option
prices are denominated in Canadian dollars. No more grants are to be made under
the Director Equity Plan.
F-D18
12. CAPITAL STOCK (cont'd.)
EFFECT OF BUSINESS COMBINATION ON SHARE OPTIONS
In connection with the business combination described in note 18, no more grants
are to be made under the Employee Share Incentive Plan. All outstanding options
vested effective January 31, 2003, with each being converted into 0.1733 of a
Kinross share option. These Kinross share options are exercisable at prices
disclosed below multiplied by 5.7703 giving effect to the conversion ratio,
described in note 18, into common shares of Kinross. All options outstanding
under the Employee Share Incentive Plan expire on January 31, 2004 while options
outstanding under the Director Equity Plan remain outstanding in accordance with
the original terms of the plan. As at January 31, 2003, there were 584,854
Kinross share options outstanding and exercisable at a weighted average price of
$51.60 under the Employee Share Incentive Plan and 39,409 Kinross share options
outstanding and exercisable at a weighted average price of $66.00 under the
Director Equity Plan. Kinross share option prices are denominated in Canadian
dollars.
Changes in the number of options outstanding during the three years ended
December 31, 2002 were as follows.
Employee Share Incentive Plan Director Equity Plan
----------------------------- --------------------
Weighted Weighted
Number of Average Number of Average
Shares Exercise Price Shares Exercise Price
--------------------------------------------- ----------------------------------- ----------------------------------
Options outstanding, December 31, 1999 5,493,686 C$ 8.82 240,450 C$ 11.14
2000: Options granted -- -- -- --
Options expired (100,458) 12.88 -- --
Options forfeited (1,021,417) 8.92 (13,000) 5.85
--------------------------------------------- ----------------- ----------------- ---------------- -----------------
Options outstanding, December 31, 2000 4,371,811 C$ 8.71 227,450 C$ 11.44
2001: Options granted -- -- -- --
Options expired (64,655) 8.88 -- --
Options forfeited (666,589) 8.66 -- --
--------------------------------------------- ----------------- ----------------- ---------------- -----------------
Options outstanding, December 31, 2001 3,640,567 C$ 8.72 227,450 C$ 11.44
2002: Options granted -- -- -- --
Options expired (37,100) 5.75 -- --
Options forfeited (133,295) 5.10 -- --
--------------------------------------------- ----------------- ----------------- ---------------- -----------------
Options outstanding, December 31, 2002 3,470,172 C$ 8.89 227,450 C$ 11.44
============================================= ================= ================= ================ =================
The number and weighted average price of shares exercisable under the Employee
Share Incentive Plan are 3,270,047 at C$9.27 at December 31, 2002; 3,076,154 at
C$9.80 at December 31, 2001; and 3,389,484 at C$10.41 at December 31, 2000. The
number and weighted average price of shares exercisable under the Director
Equity Plan are 227,450 at C$11.44 at December 31, 2002; 217,700 at C$11.78 at
December 31, 2001; and 196,575 at C$12.40 at December 31, 2000.
F-D19
12. CAPITAL STOCK (cont'd.)
Options outstanding at December 31, 2002 had the following characteristics.
Weighted Weighted Weighted
Number of Average Exercise Average Number of Average Exercise
Shares Exercise Price of Shares Years Until Shares Price of Shares
Outstanding Price Range Outstanding Expiration Exercisable Exercisable
-------------------- ---------------------- ------------------ --------------- --------------- --------------------
Employee Share Incentive Plan
-----------------------------
1,331,444 C$2.55 - C$3.59 C$ 2.94 6 1,131,319 C$ 3.01
1,391,815 6.75 - 13.75 10.49 4 1,391,815 10.49
746,913 15.75 - 19.63 16.51 2 746,913 16.51
Director Equity Plan
--------------------
143,000 C$3.70 - C$12.50 C$ 8.67 4 143,000 C$ 8.67
84,450 14.63 - 18.25 16.13 2 84,450 16.13
-------------------- ---------------------- ------------------ --------------- --------------- --------------------
13. DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES (GAAP)
U.S. GAAP FINANCIAL STATEMENTS
The Company prepares its consolidated financial statements in accordance with
accounting principles generally accepted in Canada, which differ in some
respects from those in the United States, as described below.
In accordance with Canadian GAAP, the present value of the principal amount of
the capital securities issued in 1997 was classified as debt within gold and
other financings, while the present value of the future interest payments was
classified as a separate component of shareholders' equity (note 7). The
deferred accrued interest was classified within this equity component as the
Company had the option to satisfy the deferred interest by delivering common
shares. The related issuance costs were allocated proportionately to deferred
financing charges and retained earnings based on the debt and equity
classifications. Interest on the capital securities had been allocated
proportionately to interest expense and deficit based on the debt and equity
classifications. Under U.S. GAAP, the face value of the securities would be
classified entirely as debt within gold and other financings; the related
issuance costs would be classified as deferred financing charges within
long-term investments and other assets and would be amortized to interest
expense over the life of the securities; and the interest on the capital
securities would be classified entirely as interest expense. The loss on the
retirement of the capital securities was recorded proportionately between
interest expense and deficit under Canadian GAAP while the entire loss has been
presented as a current period extraordinary item for U.S. GAAP.
In accordance with Canadian GAAP, certain long-term foreign exchange contracts
are considered to be hedges of the cost of goods to be purchased in foreign
currencies in future periods. Gains and losses related to changes in market
values of such contracts are recognized as a component of the cost of goods when
the related hedged purchases occur. In 2001, the Company recognized $2.8 million
in deferred foreign exchange gains. Under U.S. GAAP, foreign exchange contracts
would be carried at market value and changes included in current earnings.
In accordance with Canadian GAAP, the Company's short-term share investments are
carried at the lower of cost or market based on quoted market prices. Under U.S.
GAAP, these investments would have been marked to market, with unrealized gains
or losses excluded from earnings and reported as accumulated other comprehensive
income in shareholders' equity, net of tax.
In accordance with U.S. GAAP, gold call options sold would not qualify for hedge
accounting and therefore would be marked to market at each period end. As a
result, the Company recorded a loss of $0.8 million in 2001 and a gain of $3.0
million in 2000 under U.S. GAAP.
F-D20
13. DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES (GAAP) (cont'd.)
In accordance with Canadian GAAP, capitalized mine development costs include
expenditures incurred to develop new ore bodies, to define further resources in
existing ore bodies and to expand the capacity of operating mines. The Company
capitalized development costs of $2.2 million in 2001 and $1.2 million in 2000
for the extension to the K-2 deposit at the Kettle River mine. Under U.S. GAAP,
development costs are capitalized only when converting mineralized material to
reserves or for further delineation of existing reserves. The development
expenditures resulted in additions to mineralized material but did not add to
mineral reserves. Therefore under U.S. GAAP, the expenditures would be
classified as exploration expense.
The effects on the consolidated statement of earnings of the above differences
would have been as follows.
2002 2001 2000
------------------------------------------------------------------------------------------------------------------------
Net earnings (loss) under Canadian GAAP $ (7,690) $ (5,678) $ 18,561
Additional interest expense on capital securities (4,739) (17,307) (15,397)
Loss on conversion of capital securities 5,461 -- --
Modification of derivative contracts realized in net earnings 814 -- --
Change in market value of foreign exchange contracts 384 426 948
Amortization of deferred financing costs on capital securities -- (634) (633)
Change in market value of option contracts -- (1,291) 2,964
Amortization of deferred foreign exchange gains -- (2,846) (3,149)
Transition adjustment on adoption of FAS 133 -- (3,090) --
Unrealized loss on short-term investments -- 150 28
Kettle River exploration expense -- (2,234) (1,229)
Kettle River amortization expense -- 2,103 163
Provision for impaired Kettle River assets -- 1,305 --
------------------------------------------------------------------------------------------------------------------------
Net earnings (loss) under U.S. GAAP before
extraordinary loss $ (5,770) $ (29,096) $ 2,256
Loss on retirement of capital securities, net of nil tax effect (137,763) -- --
------------------------------------------------------------------------------------------------------------------------
Net earnings (loss) under U.S. GAAP $ (143,533) $ (29,096) $ 2,256
========================================================================================================================
Earnings (loss) per share under U.S. GAAP
- basic and diluted
- before extraordinary loss $ (0.01) $ (0.21) $ 0.02
- extraordinary loss (0.32) -- --
------------------------------------------------------------------------------------------------------------------------
- after extraordinary loss $ (0.33) $ (0.21) $ 0.02
========================================================================================================================
Weighted average number of shares outstanding (thousands)
- basic 429,783 140,607 140,607
-diluted 429,783 140,607 140,607
------------------------------------------------------------------------------------------------------------------------
F-D21
13. DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES (GAAP) (cont'd.)
The effects of the GAAP differences on the consolidated balance sheet would have
been as follows.
Canadian Short-term Derivative U.S.
December 31, 2002 GAAP Investments Contracts Other GAAP
-------------------------------------------------------------------------------------------------------------
Short-term investments $ 7,183 $ 17,490 $ -- $ -- $ 24,673
Long-term investments and other
assets 36,982 -- (15,766) -- 21,216
Deferred income 6,393 -- (6,393) -- --
Common shares 1,042,571 -- -- 36,428 1,078,999
Deficit (879,238) 178 (2,224) (36,428) (917,712)
Foreign currency translation (26,659) -- -- 26,659 --
Accumulated other comprehensive loss -- 17,312 (7,149) (26,659) (16,496)
Shareholders' equity (deficit) 136,674 17,490 (9,373) -- 144,791
-------------------------------------------------------------------------------------------------------------
Canadian Capital Derivative U.S.
December 31, 2001 GAAP Securities Contracts Other GAAP
-------------------------------------------------------------------------------------------------------------
Short-term investments $ 1,910 $ -- $ -- $ 2,636 $ 4,546
Long-term investments and other
assets 55,795 158 (29,305) 141 26,789
Accounts payable and accrued
liabilities 24,284 -- 691 -- 24,975
Debt and other financings 23,714 93,286 -- -- 117,000
Deferred income 47,918 -- (47,918) -- --
Accrued interest on capital
securities -- 64,167 -- -- 64,167
Common shares 713,343 -- -- 36,428 749,771
Capital securities 157,453 (157,453) -- -- --
Deficit (734,665) 158 (3,563) (36,109) (774,179)
Foreign currency translation (29,305) -- -- 29,305 --
Accumulated other comprehensive loss -- -- 21,485 (26,847) (5,362)
Shareholders' equity (deficit) 106,826 (157,295) 17,922 2,777 (29,770)
-------------------------------------------------------------------------------------------------------------
The continuity of shareholders' equity (deficit) from December 31, 2001 to
December 31, 2002 under U.S. GAAP would have been as follows.
-------------------------------------------------------------------------------
Balance, beginning of year $ (29,770)
Net loss (143,533)
Common shares issued in exchange for capital securities 303,711
Units offering, net of issuance costs 25,513
Common shares issued upon exercise of warrants 4
Other comprehensive loss (11,134)
-------------------------------------------------------------------------------
Balance, end of year $ 144,791
===============================================================================
F-D22
13. DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES (GAAP) (CONT'D.)
The following statement of comprehensive income (loss) would be disclosed in
accordance with U.S. GAAP.
2002 2001 2000
-------------------------------------------------------------------------------------------------------------------
Net earnings (loss) under U.S. GAAP $ (143,533) $ (29,096) $ 2,256
-------------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss), after a nil income tax effect:
Unrealized gain on share investments arising during period 14,854 1,726 732
Foreign currency translation adjustments 2,646 (4,351) (2,940)
Transition adjustment on adoption of FAS 133 -- 39,234 --
Modification of derivative contracts realized in net income (28,634) (17,749) --
-------------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss) (11,134) 18,860 (2,208)
-------------------------------------------------------------------------------------------------------------------
Comprehensive income (loss) $ (154,667) $ (10,236) $ 48
-------------------------------------------------------------------------------------------------------------------
Additionally, under U.S. GAAP, the equity section of the balance sheet would
present a subtotal for accumulated other comprehensive loss, as follows.
2002 2001
--------------------------------------------------------------------------------------
Unrealized gain on share investments $ 17,312 $ 2,458
Modification of derivative contracts (7,149) 21,485
Foreign currency translation (26,659) (29,305)
--------------------------------------------------------------------------------------
Accumulated other comprehensive loss $ (16,496) $ (5,362)
--------------------------------------------------------------------------------------
STOCK-BASED COMPENSATION
Financial Accounting Standards Board (FASB) Statement No. 123, "Accounting for
Stock-Based Compensation," gives the option to either follow fair value
accounting or to follow Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" ("APB No. 25") and related Interpretations. The
Company has determined that it will elect to continue to follow APB No. 25 and
related Interpretations in accounting for its employee and director stock
options in financial information prepared in conformity with U.S. GAAP.
In accordance with Canadian GAAP and U.S. GAAP (under APB No. 25), the Company
does not recognize compensation expense for stock option grants in the earnings
statement, as the market prices of the underlying stock on the grant dates do
not exceed the exercise prices of the options granted.
F-D23
13. DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES (GAAP) (CONT'D.)
Had the Company adopted Statement No. 123 for its U.S. GAAP disclosure, the
following net earnings and losses would have been reported.
2002 2001 2000
-------------------------------------------------------- ------------------ ------------------ ------------------
Net earnings (loss) under U.S. GAAP $ (143,533) $ (29,096) $ 2,256
Pro forma stock compensation expense,
after a nil income tax effect (323) (405) (929)
-------------------------------------------------------- ------------------ ------------------ ------------------
Pro forma net earnings (loss) under U.S. GAAP $ (143,856) $ (29,501) $ 1,327
-------------------------------------------------------- ------------------ ------------------ ------------------
Pro forma earnings (loss) per share under U.S. GAAP $ (0.33) $ (0.21) $ 0.01
-------------------------------------------------------- ------------------ ------------------ ------------------
The Company has utilized the Black-Scholes option valuation model to estimate
the fair value of options granted, assuming a weighted average option life of
six years, a risk-free interest rate of 6.25%, a zero dividend yield and a
volatility factor of 60% for 1999 grants. The weighted average fair value of
options granted was estimated at $1.08 per share in 1999. There were no grants
in 2002, 2001 or 2000.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
On January 1, 2001, the Company implemented FASB Statement No. 133, "Accounting
for Derivative Instruments and Hedging Activities" and Statement No. 138
"Accounting for Certain Derivative Instruments and Certain Hedging Activities."
The Company has designated its gold forward contracts as normal sales as defined
by Statement No. 138 and these contracts are therefore excluded from the scope
of Statement No. 133. Foreign exchange contracts and gold call options have not
been designated as hedges for U.S. GAAP purposes and are recognized at fair
value on the balance sheet with changes in fair value recorded in earnings.
Gains and losses on the early termination or other restructuring of gold, silver
and foreign currency hedging contracts are deferred in accumulated other
comprehensive income until the formerly hedged items are recorded in earnings.
The transition adjustment recorded under U.S. GAAP at January 1, 2001 decreased
assets by $18.3 million, liabilities by $54.4 million and net earnings by $3.1
million, and increased accumulated other comprehensive income by $39.2 million.
F-D24
13. DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES (GAAP) (CONT'D.)
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations" ("SFAS 143"), which addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. It applies to legal obligations
associated with the retirement of long-lived assets that result from the
acquisition, construction, development and (or) the normal operation of a
long-lived asset, except for certain obligations of lessees. SFAS 143 amends
SFAS 19, "Financial Accounting and Reporting by Oil and Gas Producing
Companies," and requires entities to record the fair value of a liability for an
asset retirement obligation in the period in which it is incurred. When the
liability is initially recorded, an entity capitalizes the cost by increasing
the carrying amount of the related long-lived assets. Over time, the liability
is accreted to its present value each period, and the capitalized cost is
amortized over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. SFAS 143 is effective for financial
statements issued for fiscal years beginning after June 15, 2002 with earlier
application encouraged. The Company will adopt SFAS 143 in 2003. The Company has
not yet determined the impact of this Statement on its financial statements.
In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This pronouncement is effective
for exit or disposal activities that are initiated after December 31, 2002 and
requires these costs to be recognized when the liability is incurred and not at
project initiation. The Company is reviewing the provisions of the Statement,
but has not yet determined the impact of this Statement on its financial
statements.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"). FIN 46 clarifies the application of
Accounting Research Bulletin No. 51 - Consolidated Financial Statements to those
entities defined as "Variable Interest Entities" (more commonly referred to as
special purpose entities) in which equity investors do not have the
characteristics of a "controlling financial interest" or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. FIN 46 applies immediately to
all Variable Interest Entities created after January 31, 2003, and by the
beginning of the first interim or annual reporting period commencing after June
15, 2003 for Variable Interest Entities created prior to February 1, 2003. The
Company does not conduct any transactions through variable interest entities and
does not expect FIN 46 to have an impact on its financial statements.
In 2002, the CICA Handbook Sections 3063 - Impairment of Long Lived Assets and
3475 - Disposal of Long Lived Assets and Discontinued Operations were harmonized
with SFAS 144. The standards will require an impairment loss to be recognized
when the carrying amount of an asset held for use exceeds the sum of estimated
undiscounted future net cash flows. The impairment loss would be measured as the
amount by which the carrying amount exceeds the fair value of the asset. An
asset held for sale is to be measured at the lower of carrying cost or fair
value less cost to sell. In addition, this guidance broadens the concept of a
discontinued operation and eliminates the ability to accrue operating losses
expected between the measurement date and the disposal date. Section 3063 is
effective for fiscal years beginning on or after April 1, 2003, and Section 3475
applies to disposal activities initiated by an enterprise's commitment to a plan
on or after May 1, 2003. The sections will be applied prospectively with early
adoption encouraged.
In 2002, the Accounting Standards Board of the CICA issued Accounting Guidelines
No. 13 that increases the documentation, designation and effectiveness criteria
to achieve hedge accounting. The guideline requires the discontinuance of hedge
accounting for hedging relationships established that do not meet the conditions
at the date it is first applied. It does not change the method of accounting for
derivatives in hedging relationships. The new guideline is applicable for fiscal
years commencing July 1, 2003. The Company is evaluating the impact this
standard might have on its results of operations and financial position.
In November 2002, the FASB issued Interpretation No. 45 "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN 45"), which is effective for financial periods
ending after December 15, 2002. FIN 45 defines guarantees to include
indemnifications granted pursuant to contractual arrangements as well as
contingent consideration.
F-D25
13. DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES (GAAP) (CONT'D.)
In 2003, the Accounting Standards Board of the CICA issued Accounting Guideline
No. 14 - Disclosure of Guarantee. The guideline requires the disclosure of
guarantees including indemnification pursuant to contractual arrangement. This
guideline is consistent with FIN 45 described above.
OTHER
The estimated fair values of cash and cash equivalents, short-term investments
and currency loans approximate their book values. The fair values were
determined from quoted market prices or estimated using discounted cash flow
analysis. See note 16 for further disclosure regarding estimated fair values of
financial instruments.
14. JOINT VENTURES
Summarized below is the Company's 50% interest in the Round Mountain mine,
accounted for by the proportionate consolidation method.
2002 2001 2000
------------------------------------------------------------------------------------------------------------------
Revenues $ 114,297 $ 105,450 $ 90,633
Expenses:
Operating costs 68,323 72,049 60,231
Royalties 7,618 6,881 5,585
Production taxes 1,653 664 470
Depreciation and amortization 21,579 20,570 18,978
Reclamation and mine closure 3,400 3,361 2,880
Exploration 1,009 663 529
Other (440) (761) (753)
------------------------------------------------------------------------------------------------------------------
Earnings before income taxes $ 11,155 $ 2,023 $ 2,713
------------------------------------------------------------------------------------------------------------------
2002 2001 2000
------------------------------------------------------------------------------------------------------------------
Current assets $ 40,371 $ 40,224 $ 33,425
Non-current assets 96,555 96,376 109,211
Current liabilities (15,487) (15,154) (11,244)
Non-current liabilities (19,399) (15,311) (18,023)
------------------------------------------------------------------------------------------------------------------
Equity $ 102,100 $ 106,135 $ 113,369
------------------------------------------------------------------------------------------------------------------
2002 2001 2000
------------------------------------------------------------------------------------------------------------------
Net cash provided from (used in):
Operating activities $ 15,578 $ 15,146 $ 10,849
Investing activities (8,584) (15,046) (4,664)
Financing activities -- -- --
------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash $ 6,994 $ 100 $ 6,185
------------------------------------------------------------------------------------------------------------------
F-D26
15. SEGMENT INFORMATION
The Company's management regularly evaluates the performance of the Company by
reviewing operating results on a minesite by minesite basis. As such, the
Company considers each producing minesite to be an operating segment. The
Company has two operating mines: Round Mountain in Nevada, United States and
Lupin in Nunavut Territory, Canada. The Company ceased mining operations at its
Kettle River in Washington, United States in October 2002 and at its McCoy/Cove
mine in Nevada, United States at March 31, 2002. The Company recommenced
operations at its Lupin mine in the Nunavut Territory, Canada in April 2000. All
are 100% owned except for Round Mountain, which is 50% owned.
The Company's management generally monitors revenues on a consolidated basis.
Information regarding the Company's consolidated revenues is provided below.
2002 2001 2000
------------------------------------------------------------------------------------------------------------------
Total gold and silver revenues $ 206,529 $ 237,684 $ 280,976
Average gold price realized per ounce $ 361 $ 305 $ 319
Average silver price realized per ounce $ 4.36 $ 4.70 $ 5.28
------------------------------------------------------------------------------------------------------------------
In making operating decisions and allocating resources, the Company's management
specifically focuses on the production levels and operating costs incurred by
each operating segment, as summarized in the following tables.
Gold Production (ounces) 2002 2001 2000
------------------------------------------------------------------------------------------------------------------
Round Mountain (50%) 377,747 373,475 320,064
Lupin 113,835 139,327 117,729
Kettle River 30,626 50,349 94,086
McCoy/Cove 16,501 94,633 162,784
------------------------------------------------------------------------------------------------------------------
Total gold 538,709 657,784 694,663
------------------------------------------------------------------------------------------------------------------
Silver Production (ounces) 2002 2001 2000
------------------------------------------------------------------------------------------------------------------
Total silver-all from McCoy/Cove 1,470,094 6,451,425 12,328,297
------------------------------------------------------------------------------------------------------------------
F-D27
15. SEGMENT INFORMATION (CONT'D.)
Operating costs 2002 2001 2000
------------------------------------------------------------------------------------------------------------------
Round Mountain (50%) $ 68,323 $ 72,049 $ 60,501
Lupin 37,194 34,722 22,883
Kettle River 9,166 15,555 20,131
McCoy/Cove 13,453 53,015 69,920
------------------------------------------------------------------------------------------------------------------
Total operating costs per financial statements $ 128,136 $ 175,341 $ 173,435
------------------------------------------------------------------------------------------------------------------
Royalties 2002 2001 2000
------------------------------------------------------------------------------------------------------------------
Round Mountain (50%) $ 7,618 $ 6,880 $ 5,585
Kettle River 140 504 1,221
McCoy/Cove 41 213 1,228
------------------------------------------------------------------------------------------------------------------
Total royalties per financial statements $ 7,799 $ 7,597 $ 8,034
------------------------------------------------------------------------------------------------------------------
Depreciation and amortization 2002 2001 2000
------------------------------------------------------------------------------------------------------------------
Round Mountain (50%) $ 21,578 $ 20,570 $ 18,978
Lupin 5,112 5,226 4,874
Kettle River 2,508 2,011 2,637
McCoy/Cove 4,519 12,638 21,539
Depreciation of non-minesite assets 1,554 1,656 2,636
------------------------------------------------------------------------------------------------------------------
Total depreciation and amortization per financial $ 35,271 $ 42,101 $ 50,664
statements
------------------------------------------------------------------------------------------------------------------
Total assets 2002 2001
-----------------------------------------------------------------------------------------------
Minesites:
Round Mountain (50%) $ 101,633 $ 110,864
Lupin 24,166 31,199
Kettle River 1,506 5,351
McCoy/Cove 7,832 21,256
Development properties:
Aquarius 43,312 44,048
Non-minesite assets 45,241 48,086
-----------------------------------------------------------------------------------------------
Total assets $ 223,690 $ 260,804
-----------------------------------------------------------------------------------------------
F-D28
15. SEGMENT INFORMATION (CONT'D.)
Capital expenditures 2002 2001 2000
----------------------------------------------------------------------------------------------------------
Round Mountain (50%) $ 8,589 $ 15,033 $ 4,620
Lupin 2,443 2,622 4,642
Kettle River 1,584 4,150 1,402
McCoy/Cove 12 1,002 670
----------------------------------------------------------------------------------------------------------
Deferred (applied) mining expenditures 2002 2001 2000
----------------------------------------------------------------------------------------------------------
Round Mountain (50%) $ (3,419) $ (5,323) $ 411
Lupin 1,091 1,452 449
McCoy/Cove -- (2,247) (5,062)
----------------------------------------------------------------------------------------------------------
Financial information regarding geographic areas is set out below.
2002 2001 2000
----------------------------------------------------------------------------------------------------------
Revenue:
Canada $ 41,420 $ 53,160 $ 44,370
United States 165,109 184,524 236,606
----------------------------------------------------------------------------------------------------------
Total revenue $ 206,529 $ 237,684 $ 280,976
----------------------------------------------------------------------------------------------------------
2002 2001
----------------------------------------------------------------------------------------
Assets:
Canada $ 88,679 $ 108,824
United States 134,686 150,089
Other 325 1,891
----------------------------------------------------------------------------------------
Total assets $ 223,690 $ 260,804
----------------------------------------------------------------------------------------
F-D29
16. HEDGING ACTIVITIES AND COMMITMENTS
The Company periodically reduces the risk of future gold price declines by
hedging a portion of its production. The principal hedging tools used are gold
forward sales contracts and options.
The Company assesses the exposure that may result from a hedging transaction
prior to entering into the commitment, and only enters into transactions which
it believes accurately hedge the underlying risk and could be safely held to
maturity. The Company does not engage in the practice of trading derivative
securities for profit. The Company regularly reviews its unrealized gains and
losses on hedging transactions.
Credit risk is the risk that a counterparty might fail to fulfill its
performance obligations under the terms of a derivative contract. The Company's
credit risk related to all hedging activities is limited to the unrealized gains
on outstanding contracts based on current market prices. The Company minimizes
its credit risk by entering into transactions with large credit-worthy financial
institutions, limiting the amount of its exposure to each counterparty, and
monitoring the financial condition of its counterparties. The counterparties for
the Company's current hedge positions do not require margin deposits. In
addition, the Company deals only in markets it considers highly liquid to allow
for situations where positions may need to be reversed. Gains and losses on the
early termination or other restructuring of gold, silver and foreign currency
hedging contracts are deferred until the formerly hedged items are recognized in
earnings (notes 4 and 6).
Premiums paid or received on gold and silver options contracts purchased or sold
are deferred and recognized in earnings on the option expiration dates (notes 4
and 6).
GOLD COMMITMENTS
As at December 31, 2002, the Company has no outstanding commitments relating to
precious metals.
CURRENCY POSITION
At December 31, 2002, the Company had an obligation under foreign currency
exchange contracts to purchase CDN $45.1 million in 2003 at an exchange rate of
CDN $1.61 to U.S. $1.00.
F-D30
16. HEDGING ACTIVITIES AND COMMITMENTS (CONT'D.)
Shown below are the carrying amounts and estimated fair values of the Company's
outstanding hedging instruments at December 31, 2002 and 2001.
December 31, 2002 December 31, 2001
----------------------------------- ------------------------------------
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
------------------------------------------------------------------------------- ------------------------------------
Gold forward sales $ -- $ -- $ -- $ 2,000
Gold options - calls sold -- -- (630) (700)
Foreign currency contracts -- 100 -- 100
------------------------------------------------------------------------------- ------------------------------------
$ 100 $ 1,400
------------------------------------------------------------------------------- ------------------------------------
Fair values are estimated for the contract settlement dates based on market
quotations of various input variables. These variables are used in valuation
models that estimate the fair market value.
The fair value of the Company's hedged position can be affected by market
conditions beyond the Company's control. The effect of a U.S.$ 0.01 change in
the exchange rate for Canadian would be approximately $0.5 million.
Hedging gains and losses represent the difference between spot or market prices
and realized amounts. The hedging gains (losses) recognized in earnings are as
follows.
2002 2001 2000
------------------------------------------------------------------------------------------------------------------
Revenue:
Gold loans and swaps $ -- $ 703 $ 1,289
Gold forward sales 7,119 22,245 25,754
Silver forward sales -- 3,426 3,333
Gold and silver options (995) (402) (506)
Operating costs:
Foreign currency contracts (824) (2,113) (1,179)
------------------------------------------------------------------------------------------------------------------
$ 5,300 $ 23,859 $ 28,691
------------------------------------------------------------------------------------------------------------------
17. OTHER COMMITMENTS AND CONTINGENCIES
ROYALTIES
Round Mountain mine production is subject to a net smelter return royalty
ranging from 3.53% at gold prices of $320 per ounce or less to 6.35% at gold
prices of $440 per ounce or more. Its production is also subject to a gross
revenue royalty of 3.0%, reduced to 1.5% after $75.0 million has been paid. For
the period from the date that the royalty commenced through December 31, 2002,
cumulative royalties of $33.1 million have been paid.
A portion of production from the K-2 area production at Kettle River is subject
to a 5% gross proceeds royalty and a net smelter return royalty ranging from 2%
at gold prices of $300 per ounce or less to 3% at gold prices of $400 per ounce
or more.
OPERATING LEASE COMMITMENTS
The Company's principal lease commitments are for equipment and office premises.
The Company incurred $1.4 million in rental expense in 2002, net of $1.8 million
in rental income related to office subleases. The Company's commitments under
the remaining terms of the leases are approximately $4.7 million, payable as
follows: $1.6 million in 2003, $1.5 million in 2004, $1.0 million in 2005, $0.1
million in 2006, $0.1 million in 2007 and $0.4 million thereafter.
F-D31
17. OTHER COMMITMENTS AND CONTINGENCIES (CONT'D.)
SUMMA
In September 1992, Summa Corporation commenced a lawsuit against two indirect
subsidiaries of the Company, Echo Bay Exploration Inc. and Echo Bay Management
Corporation (together the "Subsidiaries") alleging improper deductions in the
calculation of royalties payable over several years of production at McCoy/Cove
and another mine, which is no longer in operation. The matter was tried in the
Nevada State Court in April 1997, with Summa claiming more than $13 million in
damages, and, in September 1997, judgment was rendered for the Subsidiaries. The
decision was appealed by Summa to the Supreme Court of Nevada, which in April
2000 reversed the decision of the trial court and remanded the case back to the
trial court for "a calculation of the appropriate [royalties] in a manner not
inconsistent with this order." The case was decided by a panel comprised of
three of the seven Justices of the Supreme Court of Nevada and the Subsidiaries
petitioned that panel for a rehearing. The petition was denied by the three
member panel on May 15, 2000 and remanded to the lower court for consideration
of other defenses and arguments put forth by the Subsidiaries. The Subsidiaries
filed a petition for a hearing before the full Supreme Court and on December 22,
2000, the Court recalled its previous decision.
Both the Subsidiaries and their counsel believe that grounds exist to modify or
reverse the decision. The Company has $1.5 million accrued related to this
litigation. If the appellate reversal of the trial decision is maintained and
the trial court, on remand, were to dismiss all of the Subsidiaries' defenses,
the royalty calculation at McCoy/Cove would change and additional royalties
would be payable. Neither the Company, nor counsel to the Subsidiaries believe
it is possible to quantify the precise liability pursuant to a revised royalty
calculation.
HANDY AND HARMAN
On March 29, 2000, Handy & Harman Refining Group, Inc., which operated a
facility used by the Company for the refinement of dore bars, filed for
protection under Chapter 11 of the U.S. Bankruptcy Code. The Company has filed a
claim for gold and silver accounts at this refining facility with an estimated
market value of approximately $2.2 million at the time the shipments were made.
The Company has fully provided for this amount as unrecoverable including a
charge of $1.5 million in 2002. Further, in March 2002, the liquidating trustee
for Handy & Harman commenced a series of adversary proceedings against numerous
creditors, including two Company subsidiaries, alleging that certain creditors
received preferential payments in metal or otherwise. The preferential payment
claims against the Company's subsidiaries approximate $9.0 million. The ultimate
amount recoverable or payable will depend on the success or failure of the
liquidating trustee in prosecuting these claims. The ultimate percentage payout
by the liquidating trustee will also be affected by the success or failure of
the trustee in prosecuting preferential payment claims against all creditors.
The trustee currently projects the ultimate distribution of funds to be 50% to
60% of amounts owed to creditors. Based on this range, the maximum liability to
the Company would be $3.4 million assuming a 50% payout to creditors and no
success in defending any of the preferential payment claims while the maximum
amount recoverable would be $1.3 million assuming a 60% payout to creditors and
success in defending itself against all of the preferential payment claims. The
Company intends to oppose the preferential payment claims vigorously. The
outcome of these proceedings is uncertain at this time. As such, the Company has
not made any provision with respect to the preferential payment claims.
OTHER
In November 2001, two former employees of the Corporation brought a claim
against the Company pursuant to the CLASS PROCEEDINGS ACT (British Columbia) as
a result of the temporary suspension of operations at the Company's Lupin mine
in the spring of 1998 and the layoff of employees at that time. The Company does
not know at this time the amount being claimed by the former employees nor
whether the claim is appropriate for certification as a class action. On August
12, 2002, the Supreme Court of British Columbia decided it had such
jurisdiction. The Company is appealing the decision. No determination has been
made by this Court as to whether this action is suitable for certification as a
class action and no decision has been rendered with respect to the merits of the
action.
SECURITY FOR RECLAMATION
Certain of the Company's subsidiaries have provided corporate guarantees and
other forms of security to regulatory authorities in connection with future
reclamation activities. Early in 2001, regulators in Nevada called upon two of
the Company's subsidiaries to provide other security to replace corporate
guarantees that had been given in respect of the Round Mountain and McCoy/Cove
operations. The McCoy/Cove complex and the associated reclamation obligation was
conveyed to a subsidiary of Newmont on February 7, 2003 as described in note 18.
The regulatory request, relevant to operations at Round Mountain, seeks
replacement security of approximately $16 million to bring the total to
approximately $22 million, the Company's 50% share. The Company disagrees with
the regulators' position and believes that the subsidiary qualifies under the
criteria set out for corporate guarantees and will oppose the regulatory
position. Although the outcome cannot be predicted, the Company and their
counsel believe that the Company will prevail.
F-D32
18. SUBSEQUENT EVENTS
(A) BUSINESS COMBINATION
On June 10, 2002, the Company, Kinross Gold Corporation ("Kinross") and TVX Gold
Inc. ("TVX") announced they had entered into an agreement providing for the
proposed combination of the companies (the "Kinross Combination"). In a
concurrent transaction, TVX agreed to acquire from Newmont Mining Corporation
("Newmont") the interest in the TVX Newmont Americas joint venture that it did
not already own. The combination of the companies was conditional upon the
completion of this purchase. On January 31, 2003 the purchase from Newmont and
the proposed combination were completed. As such, shareholders of Echo Bay
(other than Kinross) received 0.1733 of a Kinross common share for each Echo Bay
common share after giving effect to a one-for-three share consolidation of the
outstanding common shares of Kinross immediately prior to the combination. As a
result, the Company and its subsidiaries are now wholly-owned subsidiaries of
Kinross. Common shares of the Company were delisted from the Toronto and
American Stock Exchanges and outstanding warrants are exercisable for Kinross
common stock as described in note 12.
(B) DISPOSITION OF MCCOY/COVE
On June 9, 2002, Echo Bay Exploration Inc. and Echo Bay Minerals Company, two
subsidiaries of the Company, entered into an asset purchase agreement with
Newmont USA, a subsidiary of Newmont, providing for the conveyance of the
McCoy/Cove complex in Nevada, U.S.A.. The agreement replaces a letter agreement
dated February 13, 2002 related to the conveyance of the McCoy/Cove complex
which called for a payment to the seller of $6 million and the assumption by
Newmont of all reclamation and closure obligations. Under the February 13, 2002
letter agreement, Newmont had no obligation to complete the transaction. Newmont
indicated it was willing to proceed with the conveyance of the McCoy/Cove
complex only if the Kinross Combination was completed and the cash payment was
eliminated. Accordingly, a new agreement was reached expressly containing these
two conditions. The closing of the transaction was subject to, among other
conditions, the completion of the Kinross Combination. The Kinross Combination
was completed January 31, 2003 and the McCoy/Cove assets were conveyed to
Newmont on February 7, 2003. In consideration, Newmont has agreed to assume all
liabilities and obligations relating to the reclamation or remediation required
for the McCoy/Cove complex.
(C) NEW CREDIT FACILITY
On February 27, 2003, Round Mountain Gold Corporation, a wholly-owned subsidiary
of the Company along with Kinross and two of its wholly-owned subsidiaries ("the
Borrowers"), entered into a new syndicated credit facility. The new syndicated
credit facility has a maturity date of December 31, 2005 and a total committed
amount of $125.0 million. The primary purpose of the credit facility is to
enable the Borrowers to issue letters of credit to various regulatory agencies
to satisfy financial assurance requirements. Shares of Round Mountain Gold
Corporation along with various other assets of Kinross are pledged as collateral
for this facility.
F-D33
CROWN RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except September 30, December 31,
share amounts) 2003 2002
---- ----
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,423 $ 1,033
Restricted short-term investments 112 79
Marketable equity securities at fair value 240 170
Prepaid expenses and other 59 103
-------- ---------
TOTAL CURRENT ASSETS 2,834 1,385
MINERAL PROPERTIES, NET 15,689 14,980
OTHER ASSETS:
Equity in unconsolidated subsidiary 2,513 2,800
Other 69 68
-------- ---------
TOTAL OTHER ASSETS 2,582 2,868
-------- ---------
$ 21,105 $ 19,233
======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 126 $ 287
Current portion of long-term debt 51 70
Accrued interest payable 260 203
-------- ---------
TOTAL CURRENT LIABILITIES 437 560
LONG-TERM LIABILITIES:
Convertible senior notes payable, net of discounts 181 83
Convertible senior notes payable, related party, net of discounts 73 34
Convertible secured notes payable, net of discount 1,002 847
Convertible subordinated notes payable 4,000 4,000
Convertible subordinated series B notes payable related party 400 -
Convertible subordinated series B notes payable 2,305 -
Long-term note payable 98 97
Deferred taxes 1,643 2,975
-------- ---------
TOTAL LONG-TERM LIABILITIES 9,702 8,036
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value: authorized 40,000,000 shares,
none outstanding - -
Common stock, $0.01 par value; authorized 100,000,000 shares,
issued and outstanding, 5,639,048 and 3,851,162 at September 30,
2003 and December 31, 2002, respectively 56 39
Additional paid-in capital 43,382 39,541
Deferred compensation (1,232) (293)
Accumulated deficit (31,283) (28,709)
Accumulated other comprehensive income 43 59
-------- ---------
TOTAL STOCKHOLDERS' EQUITY 10,966 10,637
-------- ---------
$ 21,105 $ 19,233
======== =========
See Notes to Consolidated Financial Statements.
F-E1
CROWN RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per Nine months ended
share amounts) September 30,
-------------------------
2003 2002
---------- ----------
REVENUES:
Gain on sale of assets and mineral properties $ - $ 171
Interest income 19 30
---------- ----------
Total Revenues 19 201
---------- ----------
COSTS AND EXPENSES:
Exploration expense 3 2
Depreciation, depletion and amortization 11 5
General and administrative 454 287
General and administrative, variable option compensation 1,453 -
Interest expense 1,803 679
Other - -
---------- ----------
Total costs and expenses 3,724 973
---------- ----------
OPERATING LOSS (3,705) (772)
Gain on discharge of convertible debentures - 8,684
Equity in loss of unconsolidated subsidiary (193) (558)
---------- ----------
INCOME (LOSS) BEFORE REORGANIZATION COSTS (3,898) 7,354
Reorganization costs - 391
---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES (3,898) 6,963
Income tax benefit (expense) 1,324 (1,553)
---------- ----------
NET INCOME (LOSS) $ (2,574) $ 5,410
========== ==========
BASIC NET INCOME (LOSS) PER COMMON
AND COMMON EQUIVALENT SHARE $ (0.52) $ 1.77
========== ==========
DILUTED NET INCOME (LOSS) PER COMMON AND COMMON SHARE
EQUIVALENT $ (0.52) $ 0.32
========== ==========
BASIC WEIGHTED AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES OUTSTANDING 4,918 3,060
========== ==========
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES OUTSTANDING 4,918 18,093
========== ==========
See Notes to Consolidated Financial Statements.
F-E2
CROWN RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands) Nine Months Ended September 30,
-------------------------------
2003 2002
------------ ------------
OPERATING ACTIVITIES:
Net income (loss) $ (2,574) $ 5,410
Adjustments:
Depreciation, depletion, and amortization 11 5
Common stock issued for interest 1,453 189
Amortization of note discounts 292 128
Gain on asset sales - (171)
Equity in loss of unconsolidated subsidiary 193 557
Variable stock option compensation 1,453 -
Deferred income taxes (1,324) 1,553
Gain on discharge of convertible debentures - (8,684)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets 44 (3)
Accounts payable and other current liabilities (104) 264
------------ ------------
Net cash used in operating activities (556) (752)
------------ ------------
INVESTING ACTIVITIES:
Increase in other assets (12) (3)
Additions to mineral properties (709) (180)
------------ ------------
Net cash used in investing activities (721) (183)
------------ ------------
FINANCING ACTIVITIES:
Payment on long-term debt (18) (20)
Payment on discharge of convertible debentures - (1,000)
Cash released from senior notes escrow - 3,284
Common stock issued for cash 13 -
Payment of restricted cash (33) -
Issuance of convertible subordinated series B notes 2,705 -
------------ ------------
Net cash provided by financing activities 2,667 2,264
------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,390 1,329
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,033 110
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,423 $ 1,439
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-cash issuance of securities on discharge of
convertible debentures:
Secured notes payable - 2,000
Subordinated notes payable - 4,000
Fair value of warrants - 286
Securities received in payment for sale of mineral - 171
property
See Notes to Consolidated Financial Statements.
F-E3
CROWN RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
GENERAL
The accompanying consolidated financial statements of Crown Resources
Corporation ("CRC") and its subsidiaries (collectively "Crown") for the three
and nine months ended September 30, 2003 and 2002 are unaudited, but in the
opinion of management, include all adjustments, consisting only of normal
recurring items, necessary for a fair presentation. Interim results are not
necessarily indicative of results that may be achieved in the future.
These financial statements should be read in conjunction with the
financial statements and notes thereto which are included in Crown's Annual
Report on Form 10-K for the year ended December 31, 2002. The accounting
policies set forth in those annual financial statements are the same as the
accounting policies utilized in the preparation of these financial statements,
except as modified for appropriate interim financial statement presentation.
RECENT DEVELOPMENTS
On October 8, 2003 Crown announced the signing of a letter of intent (the
"LOI") with Kinross Gold Corporation of Toronto, Ontario Canada ("Kinross"),
whereby Kinross would acquire 100% of Crown. Under the terms of the LOI,
shareholders of Crown Resources will receive 0.2911 shares of Kinross for each
share of Crown. Assuming all of Crown's warrants are exercised on a cashless
basis at the market price of Crown on October 8, 2003 and convertible debentures
are converted, a total of approximately 13.1 million common shares of Kinross
will be issued upon the completion of the transaction. The transaction is
subject to the execution of a definitive agreement and completion of other
documentation, respective board and regulatory approvals, the successful
completion of due diligence and a minimum two-thirds approval at a special
meeting of Crown shareholders. Prior to the completion of the acquisition, Crown
would dividend to its shareholder s the approximate 37.8% equity interest in
Solitario Resources Corporation (TSX-SLR) held by Crown.
On October 31, 2003 and November 5, 2003 a total $839,331 of Subordinated
Notes were converted into 1,119,108 shares of common stock. On November 5, 2003
the remaining $3,160,669 of Subordinated Notes were automatically converted into
4,214,225 shares of common stock. Also on November 5, 2003, $2,705,000 of
Subordinated B Notes were automatically converted into 3,606,667 shares of
common stock. The automatic conversions were in accordance with the provisions
of the Subordinated and Subordinated B Notes whereby the Subordinated and
Subordinated B Notes automatically convert into common stock if the price of the
common stock trades above 233% of the conversion price of $0.75, or $1.75, for
twenty consecutive days. The shares related to the automatic conversion are
deemed issued and outstanding as of the date of the automatic conversion.
NEW ACCOUNTING PRONOUNCEMENTS
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS No. 145 eliminates inconsistencies between the accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications. This statement requires that gains and losses from debt
extinguishment should be classified as extraordinary items only if they meet the
criteria of Accounting Principles Board Opinion 30. This Statement also amends
existing authoritative pronouncements to make various technical corrections,
clarify meanings or describe their meanings under changed conditions. Crown has
adopted SFAS 145 as January 1, 2003. Accordingly, the extraordinary gain on
discharge of convertible debentures of $8,684,000 was reclassified to operating
income and the associated tax expense of $1,760,000 was reclassified to income
tax provision. Additionally, earnings per share and Note 7 Income Taxes have
been adjusted to reflect adoption of this standard.
In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 149 "Amendment of Statement 133
on Derivative Instruments and Hedging Activities" ("SFAS No. 149") to provide,
amend and clarify financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities. The changes in this statement improve financial reporting by
requiring that contracts with comparable characteristics be accounted for
similarly to achieve more consistent reporting of contracts as either derivative
or hybrid instruments. SFAS No. 149 has been adopted by Crown and will be
applied prospectively for contracts entered into or modified after June 30,
2003. The adoption of this statement has not had a material effect on Crown's
consolidated financial position or results of operations.
In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity"
("SFAS No. 150") which clarifies the classification as liabilities for certain
financial instruments including equity shares that are mandatorily redeemable,
or a financial instrument other than equity shares that has an obligation to
repurchase the instrument with equity shares, including a conditional obligation
to settle the financial instrument with equity shares. SFAS No. 150 is effective
for financial instruments entered into after May 31, 2003. The adoption of this
statement, on July 1, 2003, has not had a material effect on Crown's
consolidated financial position or results of operations.
The Emerging Issues Task Force is in the process of forming a committee
to evaluate certain mining industry accounting issues, including issues arising
from the implementation of Statement of Financial Accounting Standards No. 141
and Statement of Financial Accounting Standards No. 142 to business combinations
within the mining industry and accounting for goodwill and other intangibles.
Although such committee has not yet been formed, and no formal agenda has been
set, the issues related to the business combinations within the mining industry
and accounting for goodwill and other intangibles may be addressed along with
the related question of whether mineral interests conveyed by leases represent
tangible or intangible assets and the amortization of such assets. While Crown
believes that its accounting for its mineral interests conveyed by leases is in
F-E4
accordance with generally accepted accounting principles, Crown cannot predict
whether the deliberations of this committee will ultimately modify or otherwise
result in new accounting standards or interpretations thereof that differ from
its current practices.
ACCOUNTING FOR STOCK BASED COMPENSATION
Crown accounts for certain awards under the Crown Resources Corporation
2002 Stock Incentive Plan (the "2002 Plan") as variable in accordance with SFAS
No. 148, "Accounting for Stock-Based Compensation, Transition and Disclosure"
and Accounting Principles Board Opinion No, 25, "Accounting for Stock Issued to
Employees," ("APB 25"). Under the terms of the 2002 Plan, the exercise price of
options issued to employees and directors equals the market price of the stock
on the date of grant. Crown previously had a 1988 Stock Benefit Plan (the "1988
Plan") and a 1991 Stock Incentive Plan (the "1991 Plan"). As a result of
repricing options under Crown's 1988 Plan and the 1991 Plan in 1998 and 1999,
Crown began to account for those options grants using variable plan accounting
as of July 2000. The Plan of Reorganization (the "Plan") filed in connection
with Crown's bankruptcy in 2002 (see Note 2 below) rejected both the 1991 Plan
and the 1988 Plan and all option awards were canceled. The Plan approved the
2002 Plan. In July 2002 Crown's Board of Directors granted 3,375,000 options
under the 2002 Plan. Of these, 2,600,000 were deemed replacement options for
cancelled options awards with variable plan accounting. Accordingly, Crown
accounts for increases and decreases in the intrinsic value of the 2,600,000
options as compensation expense in accordance with APB 25. Crown recorded
compensation expense of $848,000 and $1,453,000, respectively, for the three and
nine months ended September 30, 2003 related to the intrinsic value of these
option awards. There was no compensation expense related to options during the
corresponding periods of 2002. As of September 30, 2003 and December 31, 2002,
Crown had recorded $1,251,000 and $293,000, respectively, of deferred
compensation expense related to the intrinsic value of these variable plan
accounting options.
Crown computes pro forma information as if Crown had accounted for its
stock options under the fair value method of SFAS No. 148 and SFAS No. 123.
There were no option awards granted, modified or settled during the second
quarter of 2003 or 2002. The following pro forma information is provided for the
fair values of options outstanding during these periods.
For the three months For the nine months
ended September 30, ended September 30,
(in thousands, except per share amounts) 2003 2002 2003 2002
---- ---- ---- ----
Net income (loss) as reported $(1,223) $ (282) $(2,574) $5,410
Add: Stock-based compensation expense included in
reported net income (loss) , net of related tax effects 559 - 959 -
Deduct: Total stock-based employee compensation
expense determined under fair value based method for
all awards, net of related tax effects (38) (32) (102) (190)
-------- ------ -------- -------
Pro forma net income (loss) $ (702) $(314) $(1,717) $5,220
======== ====== ======== =======
Basic net income (loss) per share:
As reported $ (0.22) $(0.09) $ (0.52) $ 1.77
Pro forma $ (0.13) $(0.10) $ (0.35) $ 1.71
Diluted net income (loss) per share:
As reported $ (0.52) $ 0.32
Pr Forma $ (0.35) $ 0.29
NET INCOME (LOSS) PER COMMON SHARE
The loss per share is presented in accordance with the provisions of SFAS
No. 128, Earnings Per Share ("EPS"). Basic EPS is calculated by dividing the
income or loss available to common stockholders by the weighted average number
of common shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock. Basic and diluted EPS were the
same for the three and nine months ended September 30, 2003 because the Company
had losses from operations and therefore, the effect of all potential common
stocks was anti-dilutive.
Stock options, warrants outstanding and their equivalents are included in
diluted EPS computations through the "treasury stock method" unless they are
antidilutive. Convertible securities are included in diluted EPS computations
through the "if converted" method unless they are antidilutive. Common share
equivalents are excluded from the computations in loss periods, as their effect
would be antidilutive. As of September 30, 2003 Crown had notes convertible into
25,140,000 common shares and warrants which could be exercised for 16,200,000
common shares and stock options which could be exercised for 3,400,000 shares or
a total of 44,740,000 equivalent dilutive securities that have been excluded
from the weighted-average number of common shares outstanding for the diluted
net loss per share computations, as they are antidilutive.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
--------------------------------------------
INCOME SHARES PER SHARE
------------- ------------- -------------
BASIC EPS
Net Income $ 5,410 $ 3,060 $ 1.77
EFFECT OF DILUTIVE SECURITIES
Convertible debentures 323 14,978
Options - 55
------------- ------------- -------------
DILUTED EPS
Diluted net income $ 5,733 $ 18,093 $ 0.32
F-E5
2. Corporate Reorganization
On March 8, 2002, CRC filed a voluntary petition for protection under
Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy") in the United
States Bankruptcy Court for the District of Colorado (the "Court"). As part of
the Bankruptcy CRC filed a Plan of Reorganization (the "Plan") and a Disclosure
Statement with the Court on March 27, 2002. On May 30, 2002, the Court confirmed
the Plan, which became effective on June 11, 2002 (the "Effective Date"). As
part of the Plan, CRC restructured its existing $15 million 5.75% Convertible
Subordinated Debentures due August 2001 (the "Debentures"). The restructuring
was completed through an exchange of outstanding Debentures, including any
accrued interest thereon for the following consideration, which are being
proportionally distributed to each Debenture holder:
(i) $1,000,000 in cash;
(ii) $2,000,000 in 10% Convertible Secured Notes (the "Secured Notes")
convertible into Crown common shares at $0.35 per share. The
Secured Notes are pari-passu to and have essentially the same
terms as the Senior Notes, discussed below, including a 10%
interest rate payable in cash or common stock at CRC's option, and
a maturity date of October 2006. The number of shares of common
stock paid for interest, will be calculated based on the stated
interest rate for the period divided by the conversion price of
$0.35 per share.
(iii) Warrants, which entitle the holders the right to purchase, in the
aggregate, 5,714,285 shares of CRC common stock at an exercise
price of $0.75 per share. The warrants expire in October 2006;
(iv) $4,000,000 of convertible unsecured subordinated notes (the
"Subordinated Notes") convertible into common stock of CRC at
$0.75 per share. The Unsecured Notes pay interest at 10% in stock
or cash at CRC's option, and mature on the same date as the
Secured Notes. The number of shares of common stock paid for
interest, will be calculated based the stated interest rate for
the period divided by the conversion price of $0.75 per share.
In order to effect the Plan on the Effective Date, Crown entered into a
Custody and Disbursing Agreement with Wells Fargo Bank, Minnesota N.A. (the
"Disbursing Agent") as well as trust indentures with Deutsche Bank Trust
Company, Americas, as Trustee on the Secured Notes and with Wells Fargo Bank
Minnesota, N.A. as Trustee on the Subordinated Notes. Crown also transferred $1
million to the Disbursing Agent on the Effective Date. As of September 30, 2003,
the Disbursing Agent had issued $925,000 in cash, $1,851,000 in Secured Notes,
$3,701,000 in Subordinated Notes (including any accrued and paid interest from
June 11, 2002) and Warrants entitling the holders of such Warrants to purchase
5,288,000 shares of CRC common stock to Debenture holders who had presented
$13,880,000 in Debenture certificates. As of September 30, 2003, $1,120,000 in
Debenture certificates had not been presented. Pending presentation of these
$1,120,000 in Debenture certificates to the Disbursing Agent, all interest due
on any undistributed Secured and Subordinated Notes is paid to the Disbursing
Agent for the benefit of any Debenture holders who subsequently tender their
certificates. The Debenture holders have until June 2007 to present their
certificates, at which time any undistributed cash, notes or warrants will
revert to Crown.
The Plan provided that all other liabilities of CRC and Crown would be
paid in the normal course.
As part of the Plan Crown recorded a one-for-five reverse split on the
Effective Date of the currently outstanding common stock, while maintaining the
conversion and exercise prices of the Senior Notes, the Secured Notes, the
Unsecured Notes and the related warrants. Under the Plan, any shareholder
holding less than 500 shares prior to the one-for-five reverse split received no
distribution. The Plan also provided for the cancellation of Crown's existing
Preferred Stock, held by a wholly-owned subsidiary, which had previously been
eliminated in consolidation. The Plan also approved the 2002 Stock Incentive
Plan (the "2002 Plan") as of the Effective Date. The 2002 Plan provides for the
Board of Directors to issue stock option grants for a maximum of 5 million
shares. The Board of Directors may make grants of options to employees,
consultants and members of Crown's Board of Directors.
As part of the Plan, Crown filed Restated Articles of Incorporation with
the Secretary of State of the State of Washington.
While the Plan resulted in a change in ownership of greater than fifty
percent, the reorganization value of the assets of Crown immediately before the
Effective Date was greater than the total of all post-petition liabilities and
allowed claims. As a result, Crown did not adopt fresh start reporting and
continues to recognize its historical basis of accounting.
3. LONG-TERM DEBT
SENIOR NOTES
In October 2001 Crown issued $3,600,000 of 10% convertible secured
promissory notes due in October 2006 (the "Senior Notes"). Crown used $1,000,000
of the proceeds to pay the cash component of the Debenture restructuring
discussed in Note 2 above. Crown used the remaining proceeds to initiate
permitting on its Buckhorn Mountain Project (formerly called the Crown Jewel
Project) in the state of Washington and for general corporate purposes. The
Senior Notes are secured by all of the assets of Crown on a pari-passu basis
with the Secured Notes. The assets consist primarily of Crown's interest in the
Buckhorn
F-E6
Mountain Project and its wholly-owned subsidiary, Crown Resource Corp. of
Colorado, whose assets consist primarily of a 41.2% equity interest in Solitario
Resources Corporation ("Solitario").
The Senior Notes have a five-year term and carry a 10% interest rate,
payable quarterly in cash or Crown common stock at the conversion prices of
$0.35 and $0.2916 per share at the election of Crown. Originally, proceeds of
$3,250,000 from the Senior Notes were placed in escrow pending restructuring of
the Debentures (the specific Senior Notes related to the proceeds placed in
escrow are also referred to as "Escrowed Notes"). Solitario invested $650,000 in
these Escrowed Notes. The Escrowed Notes are convertible into Crown common
shares at a conversion price of $0.35 per share, subject to adjustment. In
addition, the Escrowed Note holders have been issued a five-year warrant for
every share into which the Escrowed Notes are convertible, which warrant will be
exercisable into a Crown common share at $0.75 per share, subject to adjustment.
Solitario also invested in a separate Senior Note, (referred to as the
"Solitario Note") for the remaining $350,000 of the Senior Notes. These funds
were made immediately available to Crown for general corporate purposes. The
Solitario Note is convertible into Crown common shares at a conversion price of
$0.2916 per share, subject to adjustment. In addition, Solitario has been issued
a five-year warrant to acquire 1,200,000 shares of Crown common stock at $0.60
per share, subject to adjustment. The terms of the Solitario Note and the
related warrant are otherwise identical to the terms of the Escrowed Notes and
warrants.
On October 19, 2001, the warrants described above had an estimated value
of $379,000, which was recorded as a discount to the Senior Notes and credited
to additional paid-in capital. This warrant discount will be amortized over the
life of the Senior Notes and charged as interest expense. See Interest below.
Under generally accepted accounting principals, any intrinsic value of
the conversion feature (market price of the stock less the effective conversion
price) of the Senior Notes must also be recorded as a discount to the Senior
Notes. At October 19, 2001, there was no intrinsic value associated with the
conversion feature of the Senior Notes and no discount was recorded thereon.
However, when the Bankruptcy Court approved the Plan on May 30, 2002, the terms
of the Senior Notes were effectively changed, since the conversion price
remained unchanged despite the one-for-five reverse split required by the Plan.
Based upon these revised terms, the intrinsic value of the conversion feature of
the Senior Notes as of their issuance date was $3,221,000. Effective May 30,
2002, this amount was recorded as a discount to the Senior Notes and credited to
additional paid-in capital. This conversion feature discount is being amortized
over the remaining life of the Senior Notes as of May 30, 2002 and charged as
interest expense. See Interest below.
A summary of the Senior Notes is as follows: September 30, 2003 December 31,
2002
Total Total
Related Other Senior Senior
Party Senior Notes Notes
Notes Notes Payable Payable
----- ----- ------- -------
Face amount of Senior Notes $ 1,000,000 $ 2,600,000 $ 3,600,000 $ 3,600,000
Unamortized warrant discount (70,000) (169,000) (239,000) (294,000)
Unamortized conversion feature discount (857,000) (2,250,000) (3,107,000) (3,189,000)
------------- ------------ ------------ ------------
Senior Notes balance $ 73,000 $ 181,000 $ 254,000 $ 117,000
============= ============ ============ ============
SECURED NOTES
As discussed above in Note 2, Crown issued $2,000,000 in 10% convertible
Secured Notes as part of the Debenture restructuring. The Secured Notes carry a
10% interest rate payable quarterly in cash or Crown common stock at the
conversion price at the election of Crown. The Secured notes mature in October
2006 and are convertible into Crown common shares at $0.35 per share. The
Secured Notes are secured by all of the Assets of Crown on a pari-passu basis
with the Senior Notes. Crown also recorded a discount to the Secured Notes for
the intrinsic value of the conversion feature on May 30, 2002 of $1,257,000 and
credited additional paid-in capital for that amount. This conversion feature
discount is being amortized over the remaining life of the Secured Notes as of
May 30, 2002 and charged as interest expense. See Interest below.
A summary of the Secured Notes
is as follows: September 30, December 31,
2003 2002
Face amount of Secured Notes $ 2,000,000 $ 2,000,000
Unamortized conversion feature discount (998,000) (1,153,000)
------------ -----------
Secured Notes balance $ 1,002,000 $ 847,000
============ ===========
SUBORDINATED NOTES
As discussed above in Note 2, Crown issued $4,000,000 in 10% convertible
Subordinated Notes as part of the Debenture restructuring. The Subordinated
Notes carry a 10% interest rate payable quarterly in cash or Crown common stock
at the conversion price at election of Crown. The Subordinated Notes mature in
October 2006 and are convertible into Crown
F-E7
common shares at $0.75 per share. The conversion feature of the Subordinated
Notes had no intrinsic value on the issuance date and accordingly, there was no
discount recorded thereon. See Interest below.
On October 31, 2003 and November 5, 2003 a total $839,331 of Subordinated
Notes were converted into 1,119,108 shares of common stock. On November 5, 2003
the remaining $3,160,669 of Subordinated Notes were automatically converted into
4,214,225 shares of common stock in accordance with the provision of the
Subordinated Notes whereby the Subordinated Notes automatically convert into
common stock if the price of the common stock trades above 233% of the
conversion price of $0.75, or $1.75, for twenty consecutive days. The shares
related to the automatic conversion are deemed issued and outstanding as of the
date of the automatic conversion.
SUBORDINATED SERIES B NOTES
On February 21, 2003 Crown issued $2,705,000 in 10% Convertible
Subordinated Promissory Notes due 2006 Series B (The "Subordinated B Notes").
The Subordinated B Notes are convertible into common stock of Crown at $0.75 per
share. There is no beneficial conversion feature for the Subordinated B Note as
the market price was below the conversion price when the notes were issued. The
Subordinated B Notes pay interest at 10% in stock or cash at Crown's option, and
mature on October 19, 2006, the same date as Crown's Senior Notes, Secured Notes
and Subordinated Notes. Solitario invested $400,000 in the Subordinated B Notes
on the same terms as all other investors.
On November 5, 2003 $2,705,000 of Subordinated B Notes were automatically
converted into 3,606,666 shares of common stock in accordance with the provision
of the Subordinated B Notes whereby the Subordinated B Notes automatically
convert into common stock if the price of the common stock trades above 233% of
the conversion price of $0.75, or $1.75, for twenty consecutive days. The shares
related to the automatic conversion are deemed issued and outstanding as of the
date of the automatic conversion.
INTEREST
All of the above noted discounts are being amortized to interest expense
over the respective terms of the underlying instruments. Under generally
accepted accounting principals, the discount amortization is computed using the
interest method, so as to result in a constant rate of interest, related to the
discounts, over the term of the Notes.
Crown may pay interest in Crown common shares, at its election, on the
Senior Notes, the Secured Notes and the Subordinated Notes. The number of shares
paid will be determined by dividing the interest accrued and payable on an
interest payment date by the conversion price of $0.35 for the Escrowed Notes,
$0.2916 on the Solitario Note, $0.35 for the Secured Notes and $0.75 for the
Subordinated Notes and the Subordinated B Notes. Crown accrues interest at the
nominal rate of 10% during the period the notes are outstanding. For interest
paid in Crown common shares, interest expense is adjusted on the interest
payment date to the market value of the common shares issued on that date.
Through September 30, 2003, Crown has made all interest payments on the Senior,
Secured, Subordinated and Subordinated B Notes by issuing shares at the
Conversion prices of between $0.29 and $0.35 per share on the Senior and Secured
Notes and $0.75 per share on the Subordinated and Subordinated B Notes.
F-E8
NINE MONTHS
ENDED
NINE MONTHS ENDED SEPTEMBER 30,
SEPTEMBER 30, 2003 2002
------------------------------------------------------------------ ------------------
Subordinated
Senior Secured Subordinated Series B
Notes Notes Notes Notes Total TOTAL
----- ----- ----- ----- -----
Notes $642 $350 $326 $192 $1,510 $319
Warrant discount 56 - - - 56 54
Conversion feature discount 81 155 - - 236 74
---- ---- ---- ---- ------ ----
Total $779 $505 $326 $192 1,802 447
==== ==== ==== ====
Convertible debentures
and other long-term debt 1 232
------ ----
Total interest expense $1,803 $679
====== ====
4. INVESTMENT IN UNCONSOLIDATED SUBSIDIARY
Crown accounts for its investment in Solitario under the equity method.
As of September 30, 2003, the market value of Crown's 9,633,585 shares of
Solitario was $7,514,000. As of September 30, 2003, Solitario owned 432,158
shares of Crown common stock, received as interest on its Senior Notes and its
Subordinated B Notes. Additionally, at September 30, 2003 Solitario had warrants
to acquire 3,057,143 shares of Crown common stock at between $0.60 and $0.75 per
share and could also acquire up to 3,057,143 additional shares of Crown common
stock through conversion of its Senior Notes. Crown eliminates any intercompany
gain or loss on Crown shares or warrants included in Solitario's other
comprehensive income until realized by Solitario.
Unaudited condensed financial information of Solitario is as follows:
BALANCE SHEETS September 30, December 31,
(in thousands) 2003 2002
------------- ------------
ASSETS
Current assets $1,273 $1,952
Mineral properties (net) 3,794 3,743
Other 3,816 1,208
------ ------
Total assets $8,883 $6,903
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 49 $ 99
Stockholders' equity 8,834 6,804
------ ------
Total liabilities and stockholders' equity $8,883 $6,903
====== ======
F-E9
STATEMENTS OF OPERATIONS Nine Months Ended
------------------
September 30,
(in thousands) 2003 2002
-------- --------
Revenues $ 238 $ 100
Costs and expenses 707 1,455
-------- --------
Net loss $ (469) $ (1,355)
======== ========
On November 4, 2003, Solitario completed a private placement to an
independent third party in Canada of 1,500,000 shares at a price of CDN $1.20
per share for total proceeds of CDN $1,800,000. The additional shares will have
the effect of reducing Crown's interest in Solitario from 41.2% to 38.7%.
5. COMPREHENSIVE LOSS
The following represents comprehensive income (loss) and its components:
Nine Months Ended
-----------------
September 30,
-------------
(in thousands) 2003 2002
-------- -------
Net income (loss) as reported $ (2,574) $ 5,410
Net unrealized gain (loss) on marketable equity securities (16) 162
-------- -------
Comprehensive income (loss) $ (2,590) $ 5,572
======== =======
6. RELATED PARTY TRANSACTIONS
Crown, through its wholly owned subsidiary, Crown Resource Corp. of
Colorado ("CRCC"), owns 41.2% of Solitario as of September 30, 2003. On November
4, 2003 Crown's interest was reduced to 38.7% as a result of the issuance of
shares by Solitario, see Note 4 above. Crown provides management and technical
services to Solitario under a management and technical services agreement
originally signed in April 1994 and modified in April 1999, December 2000 and
July 2002. Under the modified agreement Solitario reimburses Crown for direct
out-of-pocket expenses; payment of between 25% and 75% of executive and
administrative salaries and benefits, rent, insurance and investor relations
costs and payment of certain indirect costs and expenses paid by Crown on behalf
of Solitario. Management service fees paid by Solitario were $89,000 and
$275,000, respectively, for the three months and nine months ended September 30,
2003 and $105,000 and $365,000, respectively, for the three and nine months
ended September 30, 2002.
In October 2001, Solitario invested in two Secured Notes, which totaled
$1,000,000 of the $3,600,000 principal amount of Secured Notes issued. See Notes
2 and 3 above. The proceeds of $350,000 from the first note (the "Solitario
Note") were delivered to Crown. The proceeds from the second note from
Solitario, and the remaining Secured Notes of $2,600,000 or $3,250,000 in total,
were placed in escrow pending the outcome of Crown's Bankruptcy. In March 2002
an additional $200,000 was advanced to Crown out of escrow of which Solitario's
share of the advance was $56,000. The Plan was confirmed on May 30, 2002 and the
remaining balance of the proceeds plus interest was released to Crown on June
11, 2002, the effective date of the Plan. The independent Board members of both
Crown and Solitario approved the transaction. The terms of the transaction on
the Escrowed Notes were the same as given to other senior lenders of Crown (the
"Senior Lenders") and, with regard to the terms of the $350,000 Solitario Note,
the terms were negotiated with and approved by the other Senior Lenders.
Crown entered into a Voting Agreement dated as of April 15, 2002 among
Zoloto Investor's, LP ("Zoloto") and Solitario, who are each shareholders of
Crown (the "Signing Shareholders"). Pursuant to the Voting Agreement, Solitario
and Zoloto agree that they will each vote their owned shares during the term of
the Voting Agreement for the election of three designees of Zoloto and one
designee of Solitario (the "Designee Directors") to the Board of Directors of
Crown. The Signing Shareholders agreed that any shares received by either
Signing Shareholder would be subject to the Voting Agreement during its term and
any successor, assignee or transferee of shares from either Signing Shareholder
would be subject to the terms of the Voting Agreement during its term. The
Voting Agreement terminates on June 25, 2006. As of September 30, 2003, the
Signing Shareholders collectively held 1,200,533 shares, or approximately 21.3%,
of the outstanding shares of Crown. As of September 30, 2003, Solitario owned
432,158 shares of Crown common stock, received as interest on its Senior Notes,
had warrants to acquire 3,057,143 shares of Crown common stock at between $0.60
and $0.75 per share and could also acquire up to 3,057,143 additional shares of
Crown common stock through conversion of its Senior Notes.
On February 21, 2003, Solitario invested $400,000 in the Subordinated B
Notes on the same terms and conditions as all other investors. See note 3 above.
F-E10
7. INCOME TAXES
Crown accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes." Under SFAS No. 109, income taxes are provided for
the tax effects of transactions reported in the financial statements and consist
of taxes currently due plus deferred taxes related to certain income and
expenses recognized in different periods for financial and income tax reporting
purposes. Deferred tax assets and liabilities represent the future tax return
consequences of those differences, which will either be taxable or deductible
when the assets and liabilities are recovered or settled. Deferred taxes also
are recognized for operating losses and tax credits that are available to offset
future taxable income and income taxes, respectively. A valuation allowance is
provided if it is more likely than not that some or all of the deferred tax
assets will not be realized. In connection with its corporate reorganization, an
ownership change occurred within the meaning of Section 382 of the Internal
Revenue Code. Consequently, the ability of Crown to use its remaining net
operating losses and credits will be subject to an annual limitation based on
the product of the market value of Crown immediately before reorganization
multiplied by the federal long-term tax exempt bond rate. Based upon that
computation, Crown has estimated that its available net operating loss deduction
available as of the Effective Date will be limited to approximately $120,000 per
year for the next 20 years. As a result of this reduction in available net
operating losses and losses incurred subsequent to the Effective Date, Crown
estimates that its deferred tax liabilities exceed its realizable deferred tax
assets by $1,643,000 at September 30, 2003. Crown recognized $1,324,000 as a
deferred tax benefit for the nine months ended September 30, 2003 compared to a
deferred tax provision of $1,553,000 for the nine months ended September 30,
2002.
F-E11
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
of Crown Resources Corporation
Wheat Ridge, Colorado
We have audited the accompanying consolidated balance sheets of Crown Resources
Corporation and subsidiaries (Crown) as of December 31, 2002 and 2001, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 2002. These
financial statements are the responsibility of Crown's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Crown as of December 31, 2002 and
2001, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2002 in conformity with accounting
principles generally accepted in the United States of America.
Deloitte & Touche LLP
Denver, Colorado
March 24, 2003
(December 19, 2003 as to the last two sentences of the third to the last
paragraph of footnote 1)
F-E12
CROWN RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
-------------------------------
2002 2001
------------ ------------
(in thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,033 $ 110
Restricted short-term investments 79 79
Escrowed cash, secured notes - 3,263
Marketable equity securities available for sale 170 -
Prepaid expenses and other 103 102
------------ ------------
TOTAL CURRENT ASSETS 1,385 3,554
MINERAL PROPERTIES, NET 14,980 14,363
OTHER ASSETS:
Equity in unconsolidated subsidiary 2,800 3,291
Other 68 57
------------ ------------
TOTAL OTHER ASSETS 2,868 3,348
------------ ------------
$ 19,233 $ 21,265
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 287 $ 153
Convertible debentures - 15,000
Current portion of long-term debt 70 68
Convertible senior notes payable, net of discount - 2,336
Convertible secured notes payable, related party, net of discount - 898
Accrued interest payable 203 812
------------ ------------
TOTAL CURRENT LIABILITIES 560 19,267
------------ ------------
LONG-TERM LIABILITIES:
Convertible senior notes payable, net of discounts 83 -
Convertible senior notes payable, related party, net of discounts 34 -
Convertible secured notes payable, net of discounts 847 -
Convertible subordinated notes payable 4,000 -
Long-term note payable 97 148
Deferred taxes 2,975 -
------------ ------------
TOTAL LONG-TERM LIABILITIES 8,036 148
------------ ------------
COMMITMENTS AND CONTINGENCIES (NOTES 2, 4 AND 7)
STOCKHOLDERS' EQUITY
Preferred stock, $0.01 par value; authorized 40,000,000
shares; none outstanding - -
Common stock, $0.01 par value: authorized 100,000,000
shares; issued and outstanding; 3,851,162 and 2,910,660 at
December 31, 2002 and 2001, respectively 39 29
Additional paid-in capital 39,541 35,546
Deferred compensation (293) -
Accumulated deficit (28,709) (33,644)
Accumulated other comprehensive income (loss) 59 (81)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 10,637 1,850
------------ ------------
$ 19,233 $ 21,265
============ ============
See notes to consolidated financial statements
F-E13
CROWN RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per YEAR ENDED DECEMBER 31,
share amounts) --------------------------------------------
2002 2001 2000
------------ ------------ ------------
REVENUES:
Mineral property option proceeds $ - $ - $ 100
Royalty income - - 112
Interest income 35 34 344
Gain on sale of assets and mineral properties 171 214 5,845
------------ ------------ ------------
Total revenues 206 248 6,401
------------ ------------ ------------
COSTS AND EXPENSES:
Exploration 4 5 903
Depreciation, depletion and amortization 7 11 39
General and administrative 607 828 1,171
Interest 980 1,046 971
Asset write-downs - - 2,542
Other, net - - (2)
------------ ------------ ------------
Total costs and expenses 1,598 1,890 5,624
------------ ------------ ------------
OPERATING INCOME (LOSS) (1,392) (1,642) 777
GAIN ON DISCHARGE OF CONVERTIBLE DEBENTURES 8,684 - -
============ ============ ============
EQUITY IN LOSS OF UNCONSOLIDATED SUBSIDIARY (662) (1,506) (295)
------------ ------------ ------------
INCOME (LOSS) BEFORE MINORITY INTEREST AND REORGANIZATION COSTS 6,630 (3,148) 482
Minority interest in income of subsidiary - - (2,141)
Reorganization costs 387 - -
------------ ------------ ------------
NET INCOME (LOSS) BEFORE INCOME TAXES 6,243 (3,148) (1,659)
Income tax expense (1,308) - -
------------ ------------ ------------
NET INCOME (LOSS) $ 4,935 $ (3,148) $ (1,659)
============ ============ ============
PER COMMON AND COMMON EQUIVALENT SHARE:
BASIC INCOME (LOSS) PER COMMON AND COMMON
EQUIVALENT SHARE $ 1.52 $ (1.08) $ (0.57)
============ ============ ============
DILUTED INCOME PER COMMON AND COMMON EQUIVALENT SHARE $ 0.26 $ (1.08) $ (0.57)
============ ============ ============
BASIC WEIGHTED AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES OUTSTANDING 3,237 2,911 2,911
============ ============ ============
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES OUTSTANDING 20,973 2,911 2,911
============ ============ ============
See notes to consolidated financial statements.
F-E14
CROWN RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME (LOSS)
Accumulated
(in thousands, except Common Stock Additional Other
share amounts) ------------ Paid-in Deferred Accumulated Comprehensive
Shares Amount Capital Compensation Deficit Income (Loss) Total
------ ------ ------- ------------ ------- ------------- -----
BALANCE JANUARY 1, 2000 2,907,939 $ 29 $34,919 $ - $(28,837) $ (131) $ 5,980
Issuance of shares:
For services 2,721 - 25 - - - 25
Disproportionate share of sale
of subsidiary stock 218 218
Comprehensive income (loss):
Net loss - - - - (1,659) - (1,659)
Net unrealized loss on
marketable equity securities - - - - - 131 131
Comprehensive loss - - - - - - (1,528)
--------- ----- -------- ----------- ---------- -------- ---------
BALANCE DECEMBER 31, 2000 2,910,660 29 35,162 (30,496) - 4,695
Issuance of warrants 379 379
Disproportionate share of sale
of subsidiary stock 5 5
Comprehensive loss:
Net loss - - - (3,148) - (3,148)
Net unrealized loss on subsidiary
marketable equity securities - - - - - (81) (81)
--------- ----- -------- ----------- ---------- -------- ---------
Comprehensive loss - - - - - - (3,229)
--------- ----- -------- ----------- ---------- -------- ---------
BALANCE, DECEMBER 31, 2001 2,910,660 29 35,546 (33,644) (81) 1,850
Issuance of shares for interest 1,007,082 10 400 410
Shares cancelled in bankruptcy (66,580) - - -
Beneficial conversion feature on
debt issued - - 4,478 4,478
Fair value of warrants issued 286 286
Deferred taxes on beneficial
conversion feature - - (1,637) (1,637)
Intrinsic value of variable plan
options issued - - 468 (468) -
Variable plan option compensation 175 175
Comprehensive income:
Net income - - - 4,935 - 4,935
Net unrealized gain on
subsidiary marketable equity
securities - - - - 141 141
Net unrealized loss on
marketable equity securities - - - - - (1) (1)
--------- ----- -------- ----------- ---------- -------- ---------
Comprehensive income - - - - - - 5,075
--------- ----- -------- ----------- ---------- -------- ---------
BALANCE , DECEMBER 31, 2002 3,851,162 $ 39 $39,541 $ (293) $ (28,709) $ 59 $ 10,637
========= ===== ======== =========== ========== ======== =========
See notes to consolidated financial statements.
F-E15
CROWN RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31,
-----------------------------------------
(in thousands) 2002 2001 2000
-------- -------- --------
OPERATING ACTIVITIES:
Net income (loss) $4,935 $(3,148) $(1,659)
Adjustments to reconcile net income (loss) to cash:
Depreciation, depletion and amortization 7 79 141
Asset write-downs - 2,542
Common stock issued for services - - 25
Common stock issued for interest 410 - -
Variable option compensation 175 - -
Minority interest - 2,141
Equity in loss of unconsolidated subsidiary 662 1,506 295
Amortization of note discounts 208 12 -
Deferred income taxes 1,308 - -
Gain on sale of assets (171) (211) (5,845)
Gain on discharge of convertible debentures (8,684) - -
Changes in operating assets and liabilities:
Prepaid expenses and other (22) 24 (59)
Accounts payable and other current liabilities 496 575 3
-------- -------- --------
Net cash used in operating activities (676) (1,163) (2,416)
-------- -------- --------
INVESTING ACTIVITIES:
Additions to mineral properties (617) (224) (258)
Proceeds from asset sales - 211 5,725
Cash effect of Solitario deconsolidation - - (6,908)
Increase in other assets (18) (5) (346)
-------- -------- --------
Net cash used in investing activities (635) (18) (1,787)
-------- -------- --------
FINANCING ACTIVITIES:
Secured note financing 3,284 350 -
Payment on long-term note (50) (30) -
Payment on discharge of convertible debentures (1,000) - -
-------- -------- --------
Net cash provided by financing activities 2,234 320 -
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 923 (861) (4,203)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 110 971 5,174
-------- -------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 1,033 $ 110 $ 971
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-cash transactions:
Securities received for mineral property transaction $ 171 $ - $ -
Issuance of securities on discharge of convertible
debentures:
Secured notes payable 2,000 - -
Subordinated notes payable 4,000 - -
Warrants 286 - -
Cash placed in escrow from secured note financing - 3,250 -
Long-term debt assumed for mineral property transactions - 237 -
Issuance of warrants - 379 -
Cash paid for interest - 431 868
Disposition of interest in subsidiary - - 218
See notes to consolidated financial statements.
F-E16
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BUSINESS
Crown Resources Corporation and its subsidiaries ( "Crown") engage
principally in the acquisition, exploration and development of mineral
properties, which presently exist in the western United States. Prior to October
18, 2000 Crown held properties in Peru through Solitario Resources Corporation
("Solitario"), which is currently a 41.2%-owned unconsolidated subsidiary.
Crown's operations constitute a single business segment.
Crown has historically derived its revenues principally from royalty
interests and interest income and to a lesser extent from the option and sale of
property interests and from the sale of its share of gold produced from its
properties.
Crown currently has no source of recurring revenue and Crown anticipates
any future recurring revenue would only occur after the successful development
of the Buckhorn Mountain Project, described below in Note 2. The successful
development of the Buckhorn Mountain Project is dependent on several factors,
many of which are beyond the control of Crown. Crown cannot provide any
assurance it will be able to successfully permit and develop the Buckhorn
Mountain Project. See Liquidity and Capital Resources, and Environmental
Permitting and Legal below.
We currently have limited financial resources and, accordingly are not
engaged directly in any significant exploration activity other than at our
Buckhorn Mountain Project. Our current objective is to complete the permitting
process for development of our Buckhorn Mountain Project. Unless we are
successful in these objectives, it is unlikely that we will be in a position in
the foreseeable future to pursue additional exploration or development projects.
Furthermore, we will need significant additional financial resources to develop
the Buckhorn Mountain Project and we cannot assure you that we will be able to
obtain such financial resources. We currently estimate the development of the
Buckhorn Mountain Project to require up to $91 million.
As discussed in Note 12, in February 2003, Crown raised $2.7 million in a
debt financing. Based upon our current business plan, we estimate this financing
provides us with adequate funding through 2004.
CORPORATE REORGANIZATION
On March 8, 2002, Crown filed a voluntary petition for protection under
Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy") in the United
States Bankruptcy Court for the District of Colorado (the "Court"). As part of
the Bankruptcy Crown filed a Plan of Reorganization (the "Plan") and a
Disclosure Statement with the Court on March 25, 2002. On May 30, 2002, the
Court confirmed the Plan, which became effective on June 11, 2002 (the
"Effective Date"). As part of the Plan, Crown restructured its existing $15
million 5.75% Convertible Subordinated Debentures due August 2001 (the
"Debentures"). The restructuring was completed through an exchange of
outstanding Debentures, including any accrued interest thereon for the following
consideration, which are being proportionally distributed to each Debenture
holder:
(i) $1,000,000 in cash;
(ii) $2,000,000 in 10% Convertible Secured Notes (the "Secured Notes")
convertible into Crown common shares at $0.35 per share. The
Secured Notes are pari-passu to and have essentially the same
terms as the Senior Notes, discussed below, including a 10%
interest rate payable in cash or common stock at Crown's option,
and a maturity date of October 2006. The number of shares of
common stock paid for interest, will be calculated based on the
stated interest rate for the period divided by the conversion
price of $0.35 per share.
(iii) Warrants, which expire in October 2006 that entitle the holders
the right to purchase, in the aggregate, 5,714,285 shares of Crown
common stock at an exercise price of $0.75 per share;
(iv) $4,000,000 of convertible unsecured subordinated notes (the
"Subordinated Notes") convertible into common stock of Crown at
$0.75 per share. The Subordinated Notes pay interest at 10% in
stock or cash at Crown's option, and mature on the same date as
the Secured Notes. The number of shares of common stock paid for
interest, will be calculated based on the stated interest rate for
the period divided by the conversion price of $0.75 per share.
In order to effect the Plan on the Effective Date, Crown entered into a
Custody and Disbursing Agreement with Wells Fargo Bank, Minnesota N.A. (the
"Disbursing Agent") as well as trust indentures with Deutsche Bank Trust
Company, Americas, as Trustee on the Secured Notes and with Wells Fargo Bank
Minnesota, N.A. as Trustee on the Subordinated Notes. Crown also transferred $1
million to the Disbursing Agent on the Effective Date. As of December 31, 2002,
the Disbursing Agent had delivered $820,000 in cash, $1,639,000 in Secured
Notes, $3,279,000 in Subordinated Notes (including any accrued and paid interest
from June 11, 2002) and Warrants to purchase 4,683,799 shares of Crown common
stock to Debenture holders
F-E17
who had presented $13,395,000 in Debenture certificates. As of March 7, 2003,
$1,605,000 in Debenture certificates have not been presented. Pending
presentation of these $1,605,000 in Debenture certificates to the Disbursing
Agent, all interest due on any undistributed Secured and Subordinated Notes will
be paid to the Disbursing Agent for the benefit of any Debenture holders who
subsequently tender their certificates. The Debenture holders have until June
2007 to present their certificates, at which time any undistributed cash, notes
and warrants will revert to Crown.
The Plan provided that all other liabilities of Crown would be paid in
the normal course.
As part of the Plan Crown effected a one for five reverse split on the
Effective Date of the currently outstanding common stock, while maintaining the
conversion and exercise prices of the Senior Notes, the Secured Notes, the
Subordinated Notes and the related warrants. Under the Plan, any shareholder
holding less than 500 shares prior to the one for five reverse split and the
holder of Crown's Preferred Stock would receive no distribution. Accordingly,
66,580 shares of common stock and the outstanding Preferred Stock, held by a
wholly owned subsidiary, which had previously been eliminated in consolidation,
were cancelled. The Plan contemplated that, immediately after the approval of
the Plan, assuming full dilution, the Senior Note holders would own
approximately 52% of the common stock, the Debenture holders would own
approximately 41% of the common stock and current shareholders would own
approximately 7% of the common stock. The Plan also approved the 2002 Crown
Stock Incentive Plan (the "2002 Plan") as of the Effective Date. Under the 2002
Plan Crown may grant options to purchase up to an aggregate maximum of 5 million
shares to employees, consultants and directors. As part of the Plan, Crown filed
Restated Articles of Incorporation with the Secretary of State of the State of
Washington.
While the Plan resulted in a change in ownership of greater than fifty
percent, the reorganization value of the assets of Crown immediately before the
Effective Date was greater than the total of all post-petition liabilities and
allowed claims. As a result, Crown did not adopt fresh start reporting and will
continue to recognize its historical basis of accounting.
FINANCIAL REPORTING
The consolidated financial statements include the accounts of Crown and
its wholly- and majority-owned subsidiaries. All material intercompany accounts
and transactions have been eliminated in consolidation. Undivided interests in
mineral properties are accounted for by the proportionate consolidation method
in accordance with standard practice in the mining industry.
On October 18, 2000, Solitario completed a Plan of Arrangement with
Altoro Gold Corp. of Vancouver, Canada ("Altoro"), whereby Altoro became a
wholly owned subsidiary of Solitario. In connection with the Plan of
Arrangement, Solitario issued 6,228,894 shares to Altoro shareholders and option
holders. Solitario also reserved 825,241 Solitario shares for issuance upon the
exercise of 825,241 warrants issued in exchange for Altoro warrants. On October
24, 2000, Solitario issued 261,232 shares upon the exercise of the above
warrants. The remaining warrants have since expired unexercised. After the
issuance of the shares in connection with the Plan of Arrangement, shares issued
upon the exercise of the warrants discussed above, and the issuance of 62,487
shares during 2001, Solitario has 23,407,134 shares outstanding of which Crown
owns 9,633,585 shares or 41.2%.
Accordingly, Crown has accounted for its investment in Solitario under
the equity method since October 2000. Solitario's income, expense and minority
interest are included in the Consolidated Statement of Operations of Crown
through October 2000. Crown's interest in the net assets of Solitario is shown
in the Consolidated Balance Sheet as of December 31, 2002 and 2001 as equity in
unconsolidated subsidiary. Crown's share of Solitario's net loss for the years
ended December 31, 2002 and 2001 and from October 2000 through December 31, 2000
is shown as equity in loss of unconsolidated subsidiary in the Consolidated
Statement of Operations.
USE OF ESTIMATES
The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States of America, requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates and the differences could be material.
F-E18
CASH EQUIVALENTS
Cash equivalents include investments in highly liquid debt securities
with maturities of three months or less when purchased. Investments with longer
maturities at the date of purchase are classified as short-term investments.
MINERAL PROPERTIES
Land and leasehold acquisition costs are capitalized in cost centers and
are depleted on the basis of the cost centers' economic reserves (estimated
recoverable, proven and probable reserves) using the units-of-production method.
If there are insufficient economic reserves to use as a basis for depleting such
costs, they are expensed as a mineral property write-off in the period in which
the determination is made.
Crown records the proceeds from the sale of property interests as a
reduction of the related property's capitalized cost. Proceeds that exceed the
capital cost of the property are recorded as revenue. When such proceeds are
associated with properties subject to a joint venture, they are recorded as
revenue in accordance with the terms of the joint venture and the transfer of
the property interest to the joint venture partner during the term of the joint
venture.
Crown expenses all exploration costs incurred on properties other than
acquisition costs prior to the establishment of proven and probable reserves.
All exploration costs capitalized on properties with proven and probable
reserves are periodically evaluated to assess their recoverability as discussed
below.
Crown regularly performs evaluations of its assets to assess the
recoverability of its investments in these assets. All long-lived assets are
reviewed for impairment whenever events or circumstances change which indicate
the carrying amount of an asset may not be recoverable utilizing established
guidelines based upon discounted future net cash flows from the asset.
Write-downs relating to mineral properties were to $2,542,000 in 2000. There
were no mineral property write-downs in 2002 or 2001. The write-down for 2000
included Crown's decision to write off its Cord Ranch and Kings Canyon
properties due to low gold prices resulting in a $2,482,000 charge to
operations. At December 31, 2002 and 2001, Crown capitalized costs of
$14,980,000 and $14,363,000, respectively, related entirely to the Buckhorn
Mountain Project. The recoverability of these costs is dependent on, among other
things, the successful permitting and development of the Project.
MARKETABLE EQUITY SECURITIES
Crown's equity securities are classified as available-for-sale and are
carried at fair value. The cost of marketable equity securities sold is
determined by the specific identification method.
FOREIGN EXCHANGE
The United States dollar is the functional currency for all Crown's
foreign subsidiaries. Foreign currency gains and losses are included in the
results of operations in the periods in which they occur.
REVENUE RECOGNITION
Royalty revenue is recognized when product is delivered in-kind or cash
payments are received. As of December 31, 2002 Crown does not have any
properties producing royalties.
LONG-TERM DEBT DISCOUNTS
Long-term debt discounts are reflected as reductions to the carrying
value of the related debt instruments. These debt discounts are accreted to
interest expense using the effective interest method over the term of the debt.
INCOME TAXES
Income taxes are provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due plus deferred taxes
related to certain income and expenses recognized in different periods for
financial and income tax reporting purposes. Deferred tax assets and liabilities
represent the future tax return consequences of those differences, which will
either be taxable or deductible when the assets and liabilities are recovered or
settled. Deferred taxes also are recognized for operating losses and tax credits
that are available to offset future taxable income and income taxes,
respectively. A valuation allowance is provided if it is more likely than not
that some or all of the deferred tax assets will not be realized.
F-E19
COMPREHENSIVE INCOME (LOSS)
Comprehensive income or loss includes changes between the cost basis and
the fair value of marketable equity securities unless a decline in the fair
value of the marketable equity security is deemed permanent. Crown records any
gain loss in the consolidated statement of operation s upon the sale of
marketable equity securities in the period in which the security is sold.
REVERSE STOCK SPLIT
Crown effected a one for five reverse split of its common stock in
connection with the Plan on the Effective Date. All prior reported common stock
amounts have been adjusted and are presented as though the reverse stock split
occurred on January 1, 2000.
EARNINGS (LOSS) PER SHARE
The calculation of basic and diluted earnings (loss) per share is based
on the weighted average number of common shares outstanding during the years
ended December 31, 2002, 2001, and 2000. Stock options, warrants and convertible
debt securities that could potentially dilute earnings per share but were
excluded from the computation of per share amounts as their inclusion would have
been anti-dilutive were approximately 18,800,000 shares in 2002, 24,100,000
shares in 2001 and 3,618,000 shares in 2000.
FOR THE YEAR ENDED DECEMBER 31, 2002
--------------------------------------------
INCOME SHARES PER SHARE
------------- ------------- -------------
BASIC EPS
Net Income $ 4,935 $ 3,237 $ 1.52
EFFECT OF DILUTIVE SECURITIES
Convertible debentures 543 17,630
Options - 106
------------- ------------- -------------
DILUTED EPS
Diluted net income $ 5,478 $ 20,973 $ 0.26
EMPLOYEE STOCK COMPENSATION PLANS
Crown follows Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees." ("APB 25"). Under the terms of Crown's stock option
plans, the exercise price of options issued to employees and directors equals
the market price of the stock on the date of grant. As a result of repricing
options under Crown's 1988 Stock Benefit Plan (the "1988 Plan") and Crown's 1991
Stock Incentive Plan (the "1991 Plan") in 1998 and 1999, Crown began to account
for those options grants using variable plan accounting as of July 2000. The
Plan of Reorganization rejected both the 1991 Plan and the 1988 Plan and all
option awards canceled. The Plan approved Crown's 2002 Stock Incentive Plan (the
"2002 Plan"). In July 2002 Crown's Board of Directors granted 3,375,000 options
under the 2002 Plan. Of these, 2,600,000 were deemed replacement options for
cancelled options awards with variable plan accounting. Accordingly Crown will
account for increases and decreases in the intrinsic value of the 2,600,000
options as compensation expense in accordance with APB 25.
Pro forma information has been computed as if Crown had accounted for its
stock options under the fair value method of SFAS No. 123. The fair values of
these options were estimated at the date of grant using a Black-Scholes option
pricing model with the following assumptions for 2002, 2001 and 2000 grants,
respectively; risk-free interest rates of 3.85%, 4.74%, and 6.65%; dividend
yields of 0%; volatility factors of the expected market price of Crown's common
stock of 88%, 69% and 66%; and a weighted average expected life of the options
of 3.5 years in 2002, 4.2 years in 2001 and 4.2 years in 2000. The weighted
average fair values of the options granted are estimated at $0.24, $0.15, and
$0.59 per share in 2002, 2001 and 2000, respectively. Had Crown accounted for
its stock options under the fair value method of SFAS No. 123, the following
results would have been reported:
(in thousands, except per share amounts) 2002 2001 2000
-------- -------- --------
Net gain (loss)
As reported $4,935 $(3,148) $(1,659)
Add: Stock based compensation
expense included in reported net income,
net of related tax effect 293 - -
Deduct: Total stock-based employee
compensation determined under fair
value based method for all awards,
net of related tax effects (630) (37) (167)
Pro forma 4,598 (3,185) (1,826)
Basic income (loss) per share:
As reported 1.52 $ (1.08) $ (0.57)
Pro forma 1.42 $ (1.09) $ (0.63)
Diluted income (loss) per share:
As reported $ 0.26 $ (1.08) $ (0.57)
Pro Forma $ 0.22 $ (1.09) $ (0.63)
F-E20
MINORITY INTEREST
Minority interest represents the minority stockholders' proportionate
interest in the equity of Solitario prior to October 18, 2000. Crown owned 41.2%
of Solitario at December 31, 2002 and 2001, and 41.3% of Solitario at December
31, 2000.
NEW ACCOUNTING PRONOUNCEMENTS
In December 2002, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure - an amendment of FASB
Statement No. 123" ("SFAS No. 148"). SFAS No. 148 amends Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS
No. 123) to provide alternative methods of transition for a voluntary change to
the fair value based method of accounting for stock-based employee compensation.
In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. SFAS No. 148 is effective for
financial statements for fiscal years ending after December 15, 2002. Crown will
continue to account for stock based compensation using the methods detailed in
the stock-based compensation accounting policy.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". SFAS No. 145 eliminates inconsistencies between the accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications. This statement requires that gains and losses from debt
extinguishment should be classified as extraordinary items only if they meet the
criteria of Accounting Principles Board Opinion 30. This Statement also amends
existing authoritative pronouncements to make various technical corrections,
clarify meanings or describe their meanings under changed conditions. Crown has
adopted SFAS 145 as of January 1, 2003. Accordingly, the extraordinary gain on
discharge of convertible debentures of $8,684,000 was reclassified to operating
income and the associated tax expense of $1,760,000 was reclassified to income
tax porvision. Additionally, earnings per share, Note 5 Income Taxes and Note 11
Selected Quarterly Financial Data have been adjusted to reflect adoption of this
standard
In June of 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities", which addresses financial
accounting and reporting for costs associated with these costs and generally
requires that a liability for a cost associated with an exit or disposal
activity shall be recognized and measured initially at its fair value in the
period in which the liability is incurred. SFAS does not apply to costs
associated with the retirement of long-lived assets covered by FASB Statement
No. 143. SFAS 146 will be applied prospectively and is effective for exit or
disposal activities initiated after December 31, 2002.
In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset
Retirement Obligations". Under SFAS 143, the fair value of a liability for an
asset retirement obligation covered under the scope of SFAS 143 would be
recognized in the period in which the liability is incurred, with an offsetting
increase in the carrying amount of the related long-lived asset. Over time, the
liability would be accreted to its present value, and the capitalized cost would
be depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity would either settle the obligation for its recorded amount
or incur a gain or loss upon settlement. Crown is studying the effect, if any,
this Statement would have on the cost to develop the Buckhorn Mountain Project,
including whether it would have any asset retirement obligations, which are
covered, under the scope of SFAS 143. Crown has adopted Statement 143 as of
January 1, 2003. The adoption of this Statement has not had a material effect on
Crown's financial position or results of operations.
2. MINERAL PROPERTIES:
UNITED STATES
BUCKHORN MOUNTAIN PROJECT
In 2002, Crown changed the name of the Crown Jewel Project to the
Buckhorn Mountain Project to underscore the significant differences between
Crown's new underground mining approach and that of Newmont 's Crown Jewel open
pit proposal.
On July 23, 2001, Crown completed an agreement with Battle Mountain Gold
Company, a wholly owned subsidiary of Newmont Mining Corporation (both companies
referred to as "Newmont") to terminate its joint venture on the Buckhorn
Mountain Project, where Newmont was earning a 54% interest in the Buckhorn
Mountain Project by building a 3,000-ton per day milling facility. As part of
the agreement Crown became the sole owner and manager of the Buckhorn Mountain
Project and granted Newmont a sliding scale royalty on the first one million
ounces of gold. The royalty varies with the price of gold and Crown may purchase
the royalty from Newmont for a payment of $2 million any time over the next five
years. During 2002 Crown began seeking regulatory approval and permits to
operate a primarily underground mining operation at the Buckhorn Mountain
Project, which Crown believes significantly reduces the environmental impacts
compared to the open-pit mining plan proposed by Newmont. Crown's underground
proposal, still in the planning stages, would move less than 10% of the material
of
F-E21
the Newmont plan and estimates the total ore produced at approximately 3.3
million tons. Crown recorded $353,000 in mineral property additions in
connection with the termination of the joint venture related to the assumption
of liabilities of $116,000 in property taxes payable in 2001 and $237,000 for a
$250,000 note payable (the "Keystone Note"), due in February 2002.
On January 19, 2000, the State of Washington Pollution Control Hearings
Board ("PCHB") issued a ruling vacating the previously granted 401 Water Quality
Permit for the Crown Jewel Project issued by the Washington Department of
Ecology ("WDOE"). The ruling also reversed certain water rights issued by the
WDOE for the Crown Jewel Project.
In light of the ruling by the PCHB, Crown engaged an independent mining
engineering firm Mine Reserves Associates ("MRA") to evaluate an alternative
mine plan that would have reduced environmental impacts. Crown also engaged
Gochnour and Associates, ("Gochnour") an independent permitting consultant to
evaluate the ability to obtain permits for the alternative mine plan. Based upon
reports from MRA and Gochnour, Crown has determined the Buckhorn Mountain
Project contains sufficient recoverable reserves as of December 31, 2002, to
recover Crown's investment.
CORD RANCH
Crown held certain mineral claims in the Dixie Creek and Pinon Range
prospects adjacent to Cord Ranch. In September 1994, Crown signed an agreement,
which has been assigned to a subsidiary of Royal Standard Minerals Inc. ("Royal
Standard"). As of December 31, 1998, Royal Standard had earned a 70% interest in
these properties.
On September 4, 2002, Crown sold its entire 30% interest in the Cord
Ranch properties to Royal Standard for one million shares of common stock of
Royal Standard. Crown recorded a gain on sale of $171,000, which equaled the
market value of the shares received on the date of sale, as Crown had no
carrying value for its interest in the Cord Ranch Properties.
KINGS CANYON
The Kings Canyon property in Utah consists of 360 acres of unpatented
claims. Crown holds a 100% interest in the property, subject to a 4% NSR royalty
to third parties. Crown estimates the Kings Canyon property hosts a mineral
deposit that contains 6.8 million tons of mineralized material grading 0.030 opt
of gold at a cutoff grade of 0.013 opt gold. There are no capitalized costs
related to the Kings Canyon property as of December 31, 2002. Crown will
continue to maintain the property and will seek a joint venture partner to
further evaluate and develop the Kings Canyon property.
MEXICO
From 1997 to 2000 Crown conducted exploration and reconnaissance
activities in Mexico, focusing its efforts in the state of Durango. In early
1999, Crown acquired the San Juan de Minas property covering approximately 700
acres. During 2000 Crown dropped the San Juan de Minas property resulting in a
$59,000 write-down.
SOUTH AMERICA
Crown, through Solitario, has leased mineral properties and held
exploration concessions or has filed applications for concessions in Peru,
Bolivia and Brazil. At December 31, 2002, Crown holds no direct interest in
properties located in South America.
LAND LEASEHOLD AND EXPLORATION AND DEVELOPMENT COSTS
Mineral property costs for Crown's properties are comprised of the
following:
December 31,
----------------------
2002 2001
-------- --------
(in thousands)
Land and leasehold costs $ 11,411 $ 11,358
Exploration and development costs 4,170 3,606
-------- --------
15,581 14,964
Less accumulated depreciation, depletion and
amortization (601) (601)
-------- --------
$ 14,980 $ 14,363
F-E22
There were no land and leasehold costs related to mineral properties for
which exploration activities had not yet identified the presence of proven and
probable reserves as of December 31, 2002 and 2001.
At December 31, 2002 and 2001, the carrying value of the Buckhorn
Mountain Project amounted to $14,980,000 and $14,363,000 respectively. The
Buckhorn Mountain Project represents Crown's total proven and probable gold
reserves and its only property in development. Crown had no foreign assets at
December 31, 2002 and 2001.
Crown's royalty on the Lamefoot deposit in Washington State, which ceased
mining during 2000, and the Kendall Mine in Montana, which ceased mining during
1998, were held through its 100% owned-subsidiary, Judith Gold Corporation. In
January 2001, Crown sold its entire holding in Judith Gold Corporation to Canyon
Resources Corporation for 200,000 shares of Canyon common stock. Crown had
completely amortized its investment in Judith Gold Corporation as of December
31, 2000 and recorded a gain on sale of approximately $200,000 during 2001. In
June 2001, Crown sold its Canyon stock to Solitario for $200,000
3. INVESTMENT IN UNCONSOLIDATED SUBSIDIARY:
As discussed in Note 1, effective October 18, 2000, Crown accounts for
its investment in Solitario under the equity method. The market value of Crown's
9,633,585 shares was $3,973,000 at December 31, 2002. Condensed financial
information of Solitario is as follows:
BALANCE SHEETS As of December 31,
(in thousands) 2002 2001
-------- --------
ASSETS
Current assets $ 1,952 $ 3,168
Mineral properties, net 3,743 3,693
Other 1,208 1,242
-------- --------
Total assets $ 6,903 $ 8,103
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 99 $ 106
Stockholders' equity 6,804 7,997
-------- --------
Total liabilities and stockholders' equity $ 6,903 $ 8,103
======== ========
STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31,
-------------------------------------
(in thousands) 2002 2001 2000
-------- -------- --------
Revenues $ 137 $ 236 $ 6,271
Costs and expenses 1,807 3,893 1,986
-------- -------- --------
Net income (loss) $ (1,670) $ (3,657) $ 4,285
======== ======== ========
4. LONG-TERM DEBT:
SENIOR NOTES
In October 2001 Crown issued $3,600,000 of 10% convertible secured
promissory notes due in October 2006 (the "Senior Notes"). Crown used $1,000,000
of the proceeds to pay the cash component of the Debenture restructuring
discussed in Note 1 above. Crown expects to use the remaining proceeds to
initiate permitting on its Buckhorn Mountain Project in the state of Washington
and for general corporate purposes. The Senior Notes are secured by all of the
assets of Crown on a PARI-PASSU basis with the Secured Notes, discussed below.
The assets consist primarily of Crown's interest in the Buckhorn Mountain
Project and its wholly owned subsidiary, Crown Resource Corp. of Colorado, whose
assets consist primarily of a 41.2% equity interest in Solitario Resources
Corporation ("Solitario").
The Senior Notes have a five-year term and carry a 10% interest rate,
payable quarterly in cash or Crown common stock at the conversion prices of
$0.35 and $0.2916 per share at the election of Crown. Originally, proceeds of
$3,250,000 from the Senior Notes were placed in escrow pending restructuring of
the Debentures (the specific Senior Notes related to the proceeds placed in
escrow are also referred to as "Escrowed Notes"). Solitario invested $650,000 in
these Escrowed Notes. The Escrowed Notes are convertible into Crown common
shares at a conversion price of $0.35 per share, subject to adjustment. In
addition, the Escrowed Note holders have been issued a five-year warrant for
every share into which the Escrowed Notes are convertible. The warrants were
exercisable upon issuance. Each warrant is exercisable into a Crown common share
at $0.75 per share, subject to adjustment. All funds in escrow were released on
the Effective Date. Solitario also invested in a separate Senior Note, (referred
to as the "Solitario Note") for the remaining $350,000 of the Senior Notes.
These funds were made immediately available to Crown for general corporate
purposes. The Solitario Note is convertible into Crown common shares at a
conversion price of $0.2916 per share, subject to adjustment. In addition,
Solitario has been issued a five-year warrant to acquire 1,200,000 shares of
Crown common stock at $0.60 per share, subject to adjustment. The terms of the
Solitario Note and the related warrant are otherwise identical to the terms of
the Escrowed Notes and warrants.
F-E23
On October 19, 2001, the warrants described above had an estimated value
of $379,000, which was recorded as a discount to the Senior Notes and credited
to additional paid-in capital. This warrant discount will be amortized over the
life of the Senior Notes and charged as interest expense. See Interest below.
Under generally accepted accounting principals, any intrinsic value of
the conversion feature (market price of the stock less the effective conversion
price) of the Senior Notes must also be recorded as a discount to the Senior
Notes. At October 19, 2001, there was no intrinsic value associated with the
conversion feature of the Senior Notes and no discount was recorded thereon.
However, when the Bankruptcy Court approved the Plan of Crown on May 30, 2002,
the terms of the Senior Notes were effectively changed, since the conversion
price remained unchanged despite the 1 for 5 reverse split required by the Plan.
Based upon these revised terms, the intrinsic value of the conversion feature of
the Senior Notes as of their issuance date was $3,221,000. Effective May 30,
2002, this amount has been recorded as a discount to the Senior Notes and
credited to additional paid-in capital. This conversion feature discount will be
amortized over the remaining life of the Senior Notes as of May 30, 2002 and
charged as interest expense. See Interest below.
A summary of the Senior Notes at December 31, 2002 is as follows:
Total
Related Other Senior
Party Senior Notes
Notes Notes Payable
----- ----- -------
Face amount of Senior Notes $ 1,000,000 $ 2,600,000 $ 3,600,000
Unamortized warrant discount (86,000) (208,000) (294,000)
Unamortized conversion feature discount (880,000) (2,309,000) (3,189,000)
----------- ----------- -----------
Senior Notes balance $ 34,000 $ 83,000 $ 117,000
=========== =========== ===========
The Senior Notes were classified as a current liability at December 31,
2001, pending filing and confirmation of the Plan as follows:
Total
Related Other Senior
Party Senior Notes
Notes Notes Payable
----- ----- -------
Face amount of Senior Notes $ 1,000,000 $ 2,600,000 $ 3,600,000
Unamortized warrant discount (102,000) (264,000) (366,000)
----------- ----------- -----------
Senior Notes balance $ 898,000 $ 2,336,000 $ 3,234,000
=========== =========== ===========
SECURED NOTES
As discussed above in Note 1, Crown issued $2,000,000 in 10% convertible
Secured Notes as part of the Debenture restructuring. The Secured Notes carry a
10% interest rate payable quarterly in cash or Crown common stock at the
conversion price at the election of Crown. The Secured notes mature in October
2006 and are convertible into Crown common shares at $0.35 per share. The
Secured Notes are secured by all of the Assets of Crown on a pari-passu basis
with the Senior Notes. Crown also recorded a discount to the Secured Notes for
the intrinsic value of the conversion feature on May 30, 2002 of $1,257,000 and
credited additional paid-in capital for that amount. This conversion feature
discount will be amortized over the remaining life of the Secured Notes as of
May 30, 2002 and charged as interest expense. See Interest below.
A summary of the Secured Notes at December 31, 2002 is as follows:
Face amount of Secured Notes $ 2,000,000
Unamortized conversion feature discount (1,153,000)
------------
Secured Notes balance $ 847,000
============
F-E24
SUBORDINATED NOTES
As discussed above in Note 1, Crown issued $4,000,000 in 10% convertible
Subordinated Notes as part of the Debenture restructuring. The Subordinated
Notes carry a 10% interest rate payable quarterly in cash or Crown common stock
at the conversion price at the election of Crown. The Subordinated Notes mature
in October 2006 and are convertible into Crown common shares at $0.75 per share.
The conversion feature of the Subordinated Notes had no intrinsic value on the
issuance date and accordingly, there was no discount recorded thereon. See
Interest below.
CONVERTIBLE DEBENTURES
On August 27, 1991 Crown completed a European offering of $15,000,000 for
its Debentures. The Debentures were convertible into approximately 1,523,000
shares of Crown common stock at $9.85 per share. Interest was payable
semiannually in arrears, each February and August. Debt offering costs were
amortized over the life of the Debentures.
In August 2001, Crown defaulted on the Debentures, as Crown did not make
the required payment of principal and accrued interest of $431,000, then due. On
March 8, 2002 Crown filed for Bankruptcy protection. And on May 31, 2002 its
Plan was approved. As part of the Plan, Crown restructured its Debentures. The
restructuring was completed through an exchange of outstanding Debentures,
including any accrued interest thereon for the consideration, which is to be
proportionally distributed to each Debenture holder as described in Note 1.
KEYSTONE NOTE
In July 2001, as part of the termination of the joint venture with
Newmont, Crown assumed a note with a face value of $250,000 due February 22,
2002 (the "Keystone Note"). Crown recorded the Keystone Note at its discounted
fair value of $237,000. On December 18, 2001 Crown amended the terms of the
Keystone Note, by paying the holders of the Keystone Note $30,000 and extending
the term of the Keystone Note for a period of four years, with a payment,
including interest, of $20,000 due in June 2002 and four annual payments,
including interest, of $50,000 beginning in December 2002. In December 2002,
Crown amended the terms of the Keystone Note to extend payment of $20,000 of the
note from December 2002 to June 2003. At December 31, 2002, the current portion
of the Keystone Note was $70,000.
INTEREST
All of the above noted discounts are being amortized to interest expense
over the respective terms of the underlying instruments. Under generally
accepted accounting principals, the discount amortization is computed using the
interest method, so as to result in a constant rate of interest, related to the
discounts, over the term of the Notes.
Crown may pay interest in Crown common shares, at its election, on the
Senior Notes, the Secured Notes and the Subordinated Notes. The number of shares
paid is determined by dividing the interest accrued and payable on an interest
payment date by the conversion price of $0.35 for the Escrowed Notes, $0.2916 on
the Solitario Note, $0.35 for the Secured Notes and $0.75 for the Subordinated
Notes. Crown accrues interest at the nominal rate of 10% during the period the
notes are outstanding. For interest paid in Crown common shares, interest
expense is adjusted on the interest payment date to the market value of the
common shares issued on that date.
F-E25
Crown recorded the following amounts to interest expense related to
long-term debt:
(in thousands) Year ended December 31,
2002 2001 2000
---------------------------------------------- --------------------- ----
Senior Secured Subordinated Senior
Notes Notes Notes Total Notes Total Total
----- ----- ----- ----- ----- ----- -----
Notes: $261 $121 $158 $540 $ 72 $ 72 $ -
Warrant discount amortization 72 - - 72 12 12 -
Conversion feature discount 32 104 - 136 - - -
---- ---- ---- ---- ----- ------ -----
amortization
Total $365 $225 $158 748 $ 84 84 -
==== ==== ==== ====
Convertible debentures 231 953 971
Other long-term debt 1 9 -
---- ------ -----
Total interest expense $980 $1,046 $ 971
==== ====== =====
FUTURE MINIMUM PAYMENTS
The following shows the future minimum payments on long-term debt:
(in thousands) 2003 2004 2005 2006 TOTAL
---- ---- ---- ---- -----
Senior Notes $ - $ - $ - $3,600 $3,600
Secured Notes - - - 2,000 2,000
Subordinated Notes - - - 4,000 4,000
Long-term debt 70 50 50 - 170
------- ------- ------- ------ ------
Total payments $ 70 $ 50 $ 50 $9,600 $9,770
======= ======= ======= ====== ======
5. INCOME TAXES:
Crown's income tax expense (benefit) from continuing operations consists
of the following:
(in thousands) 2002 2001 2000
-------- -------- --------
Deferred:
U.S. $1,470 $(388) $(1,486)
Foreign - - (347)
Operating loss and credit carryovers:
U.S. (162) 388 1,486
Foreign - - 347
------ ------ --------
Income tax expense (benefit) $1,308 $ - $ -
====== ====== ========
Upon confirmation of the Plan, Crown recorded a gain on the discharge of
the Debentures of $8,684,000. For income tax purposes, Crown's NOL carryovers
were directly offset by the gain. The effect of the NOL carryover reduction net
of the associated valuation allowance resulted in deferred income tax expense of
$1,760,000, which offset by a tax benefit of $290,000 which was recorded for the
period subsquent to the reorganization. In addition, income tax expense of
$1,637,000 associated with the recording of the conversion feature discount was
charged to stockholders' equity.
Consolidated loss before income taxes includes losses from foreign
operations of $0, 1,000, and $750,000 in 2002, 2001 and 2000, respectively.
F-E26
The net deferred tax liabilities in the accompanying December 31, 2002
and 2001 balance sheets include the following components:
(in thousands) 2002 2001
-------- --------
Deferred tax assets:
Net operating loss ("NOL") carryovers $ 1,076 $8,655
Capital loss carryovers - 261
Alternative minimum tax (AMT) credit carryovers - 325
Investment in equity method investee 1,849 1647
Other 68 7
Valuation allowance - (6,577)
-------- --------
Deferred tax assets 2,993 4,318
-------- --------
Deferred tax liabilities:
Exploration and development costs 3,928 3,855
Depreciation, depletion and amortization 463 463
Unamortized warrant discount 100 -
Unamortized conversion discount 1,477 -
-------- --------
Deferred tax liabilities 5,968 4,318
-------- --------
Net deferred tax liabilities $ 2,975 $ -
======== ========
A reconciliation of expected federal income tax expense (benefit) from
continuing operations at the U.S. statutory rates with the expense (benefit) for
income taxes is as follows:
(in thousands) 2002 2001 2000
-------- -------- --------
Expected income tax expense (benefit) $ 2,122 $(1,070) $ 164
Nondeductible foreign expenditures - - 62
Disposition of investment in Peru - - 1,916
Deconsolidation of Solitario - - 2,240
State income tax benefit - - 309
Section 382 limitation 5,751 - -
Change in valuation allowance (6,565) 983 (4,663)
Other - 87 (28)
-------- -------- --------
Income tax expense $ 1,308 $ - $ -
======== ======== ========
In connection with the confirmation of the Plan, Crown had a greater than
fifty-percent change of ownership as defined in Section 382 of the Internal
Revenue Code. Pursuant to Section 382, the amount of future taxable income
available to be offset by Crown's carryovers is limited to approximately
$121,000 per year.
At December 31, 2002 Crown had unused NOL carryovers of approximately
$3,165,000, to expire through 2022.
6. FAIR VALUE OF FINANCIAL INSTRUMENTS:
For certain of Crown's financial instruments, including cash and cash
equivalents, and short-term investments, the carrying amounts approximate fair
value due to their short maturities. The estimated fair value at December 31,
2002, based on quoted market prices, of Crown's Senior, Secured and Subordinated
Notes was $4,500,000, $2,500,000 and $3,400,000 respectively. The estimated fair
value at December 31, 2001, based upon quoted market prices, of the Debentures
was $3,000,000. The estimated fair value at December 31, 2001, based upon the
last sale of the notes, of Crown's Senior Notes was $3,600,000.
7. COMMITMENTS AND CONTINGENCIES:
In acquiring its interests in mineral claims and leases, Crown has
entered into lease agreements, which generally may be canceled at its option.
Crown is required to make work commitments and minimum rental payments in order
to maintain its interests in certain claims and leases. Crown estimates its 2003
mineral property rentals and option payments to be approximately $22,000.
Additionally, Crown has no estimated work commitments for 2003.
F-E27
Crown has a defined-contribution retirement plan covering all full-time
U.S. employees. The plan provides for Company matching, at the rate of 75%, of
employee savings contributions of up to 9% of compensation, subject to ERISA
limitations. The cost of Company contributions in 2002, 2001 and 2000 was
$40,000, $43,000 and $45,000, respectively.
Crown leases office space under non-cancelable operating leases providing
for minimum annual rent payments of $39,000 in 2003, and $20,000 in 2004, with
no fixed commitments thereafter. Rent expense for all leases was $70,000,
$73,000, and $78,000 for the years ended December 31, 2002, 2001 and 2000,
respectively.
8. STOCK OPTION PLANS:
The Plan approved the 2002 Crown Stock Incentive Plan (the "2002 Plan").
The 2002 Plan reserved 5,000,000 shares of Crown common stock for grants under
the 2002 Plan. The 2002 Plan provides that the Board of Directors may: (a) grant
incentive stock options, as defined in Section 422 of the Internal Revenue Code
of 1986; (b) grant options other than incentive stock options ("non-qualified
stock options); (c) award stock bonuses; (d) sell and issue shares pursuant to
certain restrictions under the 2002 Plan; and (e) award performance based awards
as defined under the 2002 Plan. On July 12, 2002, the Board of Directors granted
options for 3,375,000 shares at an exercise price of $0.40, the market value of
the stock on the date of grant. The options granted expire five years from the
date of grant and vest 25 percent on the date of grant, and 25 percent on each
anniversary of the date of grant for the next three years. All options vest upon
a change in control of Crown as defined. As of December 31, 2002, no options
have been exercised or expired from the 2002 Plan.
The activity in the 2002 Stock Incentive Plan for the year ended December
31, 2002 was as follows:
2002
------------------------
Weighted
Average
Amount Price
---------- ---------
Outstanding, beginning of year - -
Granted 3,375,000 0.40
Exercised - -
Cancelled / forfeited - -
Expired - -
========== ====
Outstanding, end of year 3,375,000 0.40
========== ====
Exercisable, end of year 843,750 0.40
========== ====
Crown's 1988 Stock Benefit Plan (the "1988 Plan") and Crown's 1991
Stock Incentive Plan (the "1991 Plan") had terms and conditions similar to the
2002 Plan, except that members of the Board of Directors could only receive
formula grants under the 1991 Plan. Up to 1,500,000 shares were reserved for
grant under both the 1988 Plan and the 1991 Plan (for a total of 3,000,000). All
options outstanding under the 1988 Plan expired in February 2002. Under the Plan
of Reorganization, both the 1988 Plan and the 1991 Plan were rejected as
executory contracts and all related options were cancelled. As of December 31,
2002, there are no outstanding options for shares under the 1988 Plan or the
1991 Plan.
The activity in the 1988 Plan for the year ended December 31, 2002,
2001 and 2000 was as follows:
2002 2001 2000
------------------------ ----------------------- -----------------------
Weighted Weighted Weighted
Average Average Average
Amount Price Amount Price Amount Price
------ ----- ------ ----- ------ -----
Outstanding, beginning of 497,000 2.18 545,000 2.14 557,500 2.13
year
Granted - - - - - -
Exercised - - - - - -
Cancelled / forfeited - - - - - -
Expired (497,000) 2.18 (48,000) 1.75 (12,500) 1.75
============== ======== ========== ===== =========== =====
Outstanding, end of year - - 497,000 2.18 545,000 2.14
============== ======== ========== ===== =========== =====
Exercisable, end of year - - 497,000 2.18 545,000 2.14
============== ======== ========== ===== =========== =====
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The activity in the 1991 Plan for the year ended December 31, 2002, 2001 and
2000 was as follows:
2002 2001 2000
------------------------ ----------------------- -----------------------
Weighted Weighted Weighted
Average Average Average
Amount Price Amount Price Amount Price
------ ----- ------ ----- ------ -----
Outstanding, beginning of 1,109,150 1.25 1,099,875 1.71 1,112,600 1.93
year
Granted - - 250,850 0.26 296,455 1.04
Exercised - - - - (13,605) 1.75
Cancelled / forfeited (1,109,150) 1.25 - - - -
Expired - - (241,575) 2.33 (295,575) 1.85
============== ======== ========== ===== =========== =====
Outstanding, end of year - - 1,109,150 1.25 1,099,875 1.71
============== ======== ========== ===== =========== =====
Exercisable, end of year - - 911,900 1.34 900,625 1.77
============== ======== ========== ===== =========== =====
As a result of the repricing of existing options in 1999 and 1998, (under
both the 1988 and 1991 Option Plans) Crown began to account for the awards as
variable as of July 1, 2000, in accordance with FASB Interpretation No. 44,
("FIN44") "Accounting for Certain Transactions involving Stock Compensation",
(an interpretation of APB 25). Accordingly, an increase in the current market
price of Crown common stock above the higher of the option strike price and the
market price of Crown's common stock subsequent to July 1, 2000, multiplied by
vested options outstanding will be recorded as compensation expense in the
period of the price increase. A subsequent reduction in the current market
price, to the extent of previously recorded compensation expense will be
credited as a reduction of compensation expense. In July 2002 Crown's Board of
Directors granted 3,375,000 options under the 2002 Plan. Of these, 2,600,000
were deemed replacement options for cancelled options awards with variable plan
accounting. Accordingly Crown will account for increases and decreases in the
intrinsic value of the 2,600,000 options as compensation expense in accordance
with APB 25 and FIN44. During 2002 Crown recorded $175,000 of compensation
expense related to the vested portion of the 2002 option awards with variable
plan accounting for the increase in the intrinsic value of the options.
Additionally, Crown recorded $293,000 of deferred compensation related to the
unvested portion of these options. This amount will be amortized to compensation
expense using the straight-line method over the remaining vesting term. There
was no compensation expense recorded during 2001 or 2000 as a result of variable
plan accounting.
The following table summarizes Crown's stock options as of December 31,
2002
Options Outstanding Options Exercisable
------------------- -------------------
Exercise price Number Weighted Average Weighted Number Weighted
Remaining Average Exercise Exercisable Average
Contractual Price Exercise
Life Price
$0.40 3,375,000 4.5 $.40 843,750 $.40
9. RELATED PARTY TRANSACTIONS
Crown, through its wholly owned subsidiary, Crown Resource Corp. of
Colorado ("CRCC"), owns 41.2% of Solitario Resources Corporation ("Solitario").
Crown provides management and technical services to Solitario under a management
and technical services agreement originally signed in April 1994 and modified in
April 1999, December 2000 and July 2002. Under the modified agreement Solitario
reimburses Crown for direct out-of-pocket expenses; payment of between 25% and
75% of executive and administrative salaries and benefits, rent, insurance and
investor relations costs and payment of certain indirect costs and expenses paid
by Crown on behalf of Solitario. Management service fees paid by Solitario were
$499,000 for 2002, $590,000 for 2001 and $414,000 for 2000.
Crown entered into a Voting Agreement dated as of April 15, 2002 among
Zoloto Investor's, LP ("Zoloto") and Solitario, who are each stockholders of
Crown (the "Signing Shareholders"). Pursuant to the Voting Agreement, Solitario
and Zoloto agree that they will each vote their owned shares during the term of
the Voting Agreement for the election of three designees of Zoloto and one
designee of Solitario (the "Designee Directors") to the Board of Directors of
Crown. The Signing Shareholders agreed that any shares received by either
Signing Shareholder would be subject to the Voting Agreement during its term and
any successor, assignee or transferee of shares from either Signing Shareholder
would be subject to the terms of the Voting Agreement during its term. The
Voting Agreement terminates on the third anniversary from the date of the first
annual
F-E29
meeting of shareholders after the date of the Voting Agreement. As of December
31, 2002, the Signing Shareholders collectively held 523,418 shares or
approximately 13.6% of the outstanding shares of Crown. As of December 31, 2002,
Solitario owns 182,440 shares of Crown common stock, received as interest on its
Senior Notes, has warrants to acquire 3,057,143 shares of Crown common stock at
between $0.60 and $0.75 per share and could also acquire up to 3,057,143
additional shares of Crown common stock through conversion of its Senior Notes.
In October 2001, Solitario invested in two Senior Notes, which totaled
$1,000,000 of the $3,600,000 principal amount of Secured Notes issued. The
proceeds of $350,000 from the first note (the "Solitario Note") were delivered
to Crown. The proceeds from the second note from Solitario, and the remaining
Senior Notes of $2,600,000, or $3,250,000 in total, were placed in escrow
pending the outcome of Crown's Bankruptcy. In March 2002 an additional $200,000
was advanced to Crown out of escrow of which Solitario's share of the advance
was $56,000. Crown's Plan was confirmed on May 30, 2002 and the remaining
balance of the proceeds plus interest was released to Crown on the Effective
Date. The independent Board members of both Crown and Solitario approved the
transaction. The terms of the transaction on the Escrowed Notes were the same as
given to other senior lenders of Crown (the "Senior Lenders") and, with regard
to the terms of the $350,000 Solitario Note, the terms were negotiated with and
approved by the other Senior Lenders.
On June 26, 2001, Solitario agreed to acquire 200,000 shares of Canyon
Resources Corporation common stock from CRCC at its fair market value of
$200,000 at that date. Solitario sold the shares for $245,000 in February 2002,
the fair market value at that date. The transaction provided additional working
capital to CRCC, and was approved by independent Board members of both Crown and
Solitario.
On February 21, 2003, Solitario invested $400,000 in the Subordinated B
Notes on the same terms and conditions as all other investors. See Subsequent
Event in Note 12 below.
10. PRO FORMA CONSOLIDATED FINANCIAL INFORMATION - UNAUDITED:
As described in Note 1, Solitario acquired 100% of the outstanding common
stock of Altoro (the "Transaction"). Subsequent to the Effective date and as a
result of the Transaction, Crown has been accounting for its interest in
Solitario under the equity method. Accordingly, the accompanying consolidated
statements of operations do not include any revenue or expense of Solitario
after the Effective Date. The pro forma results, assuming the transaction
occurred for the full year of 2000 are as follows:
YEAR ENDED
DECEMBER 31,
(in thousands) 2000
-----------
Revenues $ 232
-------
Net loss $ 2,795
=======
Basic and diluted loss per share $ 0.19
=======
11. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):
2002 2001
---------------------------- ---------------------------
March June Sept. Dec. March June Sept. Dec.
31 30 30 31 31 30 30 31
------- ------- ------- ------ ------- ------ ------- ------
Revenues $ 1 $ 9 $ 191 $ 4 $ 222 $ 5 $ 2 $ 19
======= ======= ======= ====== ======= ====== ======= ======
Net income (loss) $ (606) $ 6,295 $ (282) $ (472) $ (370) $ (665) $(1,213) $ (900)
======= ======= ======= ====== ======= ====== ======= ======
Basic
(loss) income per share $ (0.21) $ 2.16 $ (0.09) $(0.15) $ (0.12) $(0.23) $ (0.41) $(0.32)
======= ======= ======= ====== ======= ====== ======= ======
Diluted (loss)
income per share $ (0.21) $ 0.44 $ (0.09) $(0.15) $ (0.12) $(0.23) $ (0.41) $(0.32)
======= ======= ======= ====== ======= ====== ======= ======
12. SUBSEQUENT EVENT
On February 7, 2003 Crown's Board of Directors authorized the issuance of
up to $3 million in 10% Convertible Subordinated Promissory Notes due 2006
Series B (The "Subordinated B Notes"). On February 21, 2003, Crown closed the
financing by issuing $2.7 million of the Subordinated B Notes. The Subordinated
B Notes are convertible into common stock of Crown at $0.75 per share. There is
no beneficial conversion feature for the Subordinated B Note as the market price
was below the conversion price when the transaction closed. The Subordinated B
Notes pay interest at 10% in stock or cash at Crown's
F-E30
option, and mature on October 19, 2006, the same date as Crown's Senior, Secured
and Subordinated Notes. Solitario invested $400,000 in the Subordinated B Notes
on the same terms as all other investors.
F-E31
13. SUBSEQUENT EVENTS (UNAUDITED)
On October 31, 2003 and November 5, 2003 a total $839,331 of Subordinated
Notes were converted into 1,119,108 shares of common stock. On November 5, 2003
the remaining $3,160,669 of Subordinated Notes were automatically converted into
4,214,225 shares of common stock. Also on November 5, 2003, $2,705,000 of
Subordinated B Notes were automatically converted into 3,606,667 shares of
common stock. The automatic conversions were in accordance with the provisions
of the Subordinated and Subordinated B Notes whereby the Subordinated and
Subordinated B Notes automatically convert into common stock if the price of the
common stock trades above 233% of the conversion price of $0.75, or $1.75, for
twenty consecutive days. The shares related to the automatic conversion are
deemed issued and outstanding as of the date of the automatic conversion.
On November 20, 2003, Crown and Kinross announced that the two companies have
executed an Acquisition Agreement and Agreement and Plan of Merger (the "Merger
Agreement") whereby Kinross will acquire Crown and its 100%-owned Buckhorn
Mountain gold deposit located in north central Washington State, USA,
approximately 67 kilometers (42 miles) by road from Kinross' Kettle River gold
milling facility. Under the terms of the Merger Agreement, shareholders of Crown
will receive 0.2911 shares of Kinross for each share of Crown. The transaction
contemplated by the Merger Agreement is subject to regulatory approvals, a
minimum two-thirds approval at a special meeting of Crown shareholders and
customary closing conditions. It is the intent of Crown, that it will spin-off
its holdings of Solitario shares prior to the completion of the acquisition by
Kinross.
F-E32
F-E33
APPENDIX A
ACQUISITION AGREEMENT AND
AGREEMENT AND PLAN OF MERGER
AMONG
KINROSS GOLD CORPORATION
A CORPORATION ORGANIZED IN THE PROVINCE OF ONTARIO, CANADA ("PARENT")
AND
CROWN MERGER CORPORATION
A WASHINGTON CORPORATION AND A WHOLLY-OWNED
SUBSIDIARY OF PARENT ("PURCHASER")
AND
CROWN RESOURCES CORPORATION
A WASHINGTON CORPORATION ("CROWN")
DATED AS OF
NOVEMBER 20, 2003
A-1
ACQUISITION AGREEMENT AND
AGREEMENT AND PLAN OF MERGER
THIS ACQUISITION AGREEMENT AND AGREEMENT AND PLAN OF MERGER (this "Agreement")
is dated as of November 20, 2003, and entered into by and among KINROSS GOLD
CORPORATION, a corporation existing under the laws of the Province of Ontario,
Canada ("Parent"), Crown Merger Corporation, a Washington corporation and a
wholly-owned subsidiary of Parent ("Purchaser"), and CROWN RESOURCES
CORPORATION, a Washington corporation ("Crown," and together with Purchaser, the
"Constituent Corporations"). Reference is made to Article X for the definitions
of certain terms used in this Agreement.
BACKGROUND
This Agreement provides for the acquisition of Crown by the merger of Purchaser
with and into Crown (the "Merger") in a transaction in which the stockholders of
Crown will receive 0.2911 Kinross common shares (the "Kinross Common Shares")
for each share of the common stock of Crown (the "Crown Common Stock") issued
and outstanding immediately prior to the Merger, upon the terms and conditions
set forth herein.
The Boards of Directors of each of Parent, Purchaser, and Crown have duly
adopted resolutions approving this Agreement and the transactions contemplated
hereby.
NOW, THEREFORE, in consideration of the mutual agreements contained in this
Agreement, and for other good and valuable consideration, the value, receipt and
sufficiency of which are acknowledged, the parties agree as follows:
ARTICLE I
THE MERGER
1.1 THE MERGER. Subject to the terms and conditions of this Agreement, at the
Effective Time, Purchaser will be merged with and into Crown in accordance with
the terms of this Agreement and the provisions of the Washington Business
Corporation Act (the "Washington Act"). Following the Merger, Crown will
continue as the surviving corporation (the "Surviving Corporation") and a
wholly-owned subsidiary of Parent, and the separate corporate existence of
Purchaser will cease.
1.2 THE CLOSING. Unless this Agreement has been terminated pursuant to
SECTION 8.1, the closing of the Merger contemplated by this Agreement (the
"Closing") will take place at 10:00 a.m., local time, on a date to be specified
by the parties that is no later than the third business day following
satisfaction or waiver of the conditions set forth in Article VII (the "Closing
Date"), unless another date or time is agreed to in writing by the parties.
A-2
1.3 EFFECTIVE TIME. Upon the terms and subject to the conditions of this
Agreement, on the Closing Date (or on such other date as the parties may agree)
Purchaser and Crown will file with the Washington Secretary of State articles of
merger (the "Articles of Merger") substantially in the form set forth in Exhibit
1.3 and make all other filings or recordings required by the Washington Act in
connection with the Merger. The Merger will be consummated on the later of the
date on which the Articles of Merger are filed with the Washington Secretary of
State or such time as is agreed upon by the parties and specified in the
Articles of Merger. The time the Merger becomes effective in accordance with the
Washington Act is referred to in this Agreement as the "Effective Time."
1.4 EFFECTS OF THE MERGER. The Merger will have the effects set forth in this
Agreement and the Washington Act. Without limiting the generality of the
foregoing, as of the Effective Time the Surviving Corporation will succeed to
all the properties, rights, privileges, powers, franchises and assets of the
Constituent Corporations, and all debts, liabilities and duties of the
Constituent Corporations will become debts, liabilities and duties of the
Surviving Corporation.
1.5 ORGANIZATIONAL DOCUMENTS. At the Effective Time, the articles of
incorporation and bylaws of Purchaser (as in effect immediately prior to the
Effective Time), will become the articles of incorporation and bylaws of the
Surviving Corporation until thereafter amended in accordance with their
respective terms and the Washington Act.
1.6 DIRECTORS AND OFFICERS. The directors and the officers of Purchaser at
the Effective Time will become the directors and officers of the Surviving
Corporation and will hold office from the Effective Time in accordance with the
articles of incorporation and bylaws of the Surviving Corporation until their
respective successors are duly elected or appointed and qualified.
1.7 CONVERSION OF SHARES. As of the Effective Time, by virtue of the Merger
and without any action on the part of Crown, Parent, or Purchaser or their
respective stockholders:
1.7.1 CONVERSION OF CROWN COMMON STOCK. Each share of Crown Common Stock
(other than any shares held by a Dissenter) issued and outstanding immediately
prior to the Effective Time will be converted into the right to receive 0.2911
Kinross Common Shares (the "Exchange Ratio"). All outstanding shares of Crown
Common Stock as of the Effective Time, will automatically be canceled and will
cease to exist, and the certificates formerly representing shares of Crown
Common Stock (each such certificate a "Certificate") will thereafter represent
that number of Kinross Common Shares determined by the Exchange Ratio or the
right to pursue such rights as a Dissenter as the holder may have under the
Washington Act.
1.7.2 CONVERSION OF PURCHASER SHARE. At the Effective Time, each
outstanding share of Purchaser common stock shall automatically be converted
into one share of the preferred stock of Crown, as the Surviving Corporation,
with a fair market value and redemption amount equal to the value of the shares
of common stock of Purchaser converted, and the Surviving Corporation shall
continue in existence as a wholly-owned subsidiary of Parent.
1.7.3 ISSUANCE OF COMMON STOCK OF SURVIVING CORPORATION. At the
Effective Time, Crown, as the Surviving Corporation, shall issue to Kinross one
share of its common stock for each Kinross Common Share issued to the holders of
Crown Common Stock in connection with the Merger, in consideration of the
issuance of the Kinross Common Shares by Kinross.
1.8 EXCHANGE OF KINROSS COMMON SHARES FOR CROWN WARRANTS. At the election of
the holder of any Crown Warrants outstanding as of the Effective Time, such
Warrants shall be exchanged for 0.2911 Kinross Common Shares for each share of
Crown Common Stock which would have been issued on exercise of the Crown Warrant
if the Warrants had been exercised immediately prior to the Effective Time on a
cashless basis. The exchange of the Crown Warrants for Kinross Common Shares
shall entitle the warrant holder to a distribution of the Solitario Common Stock
in accordance with the provisions of the Amendment to the Warrants attached
hereto as Exhibit 1.8. If a holder elects to exchange the Crown Warrants in
accordance with the provisions of this SECTION 1.8, the Crown Warrants shall be
cancelled at the Effective Time, and the holder shall have no further rights or
obligations relative to such Crown Warrants.
A-3
1.9 SURVIVING CROWN WARRANTS. In the event that any Crown Warrants are not
exercised prior to the Merger or exchanged for Kinross Common Shares in the
Merger, such Crown Warrants shall, subsequent to the Merger, represent the right
to acquire Kinross Common Shares and Solitario common stock in accordance with
the provisions of the Amendment to the Warrants attached hereto as Exhibit 1.8.
If any such Crown Warrants are exercised subsequent to the Merger, Kinross shall
issue and deliver such Kinross Common Shares and shall cause the Surviving
Corporation to deliver such Solitario common stock in accordance with the
provisions of the Amendment to the Warrants attached hereto as Exhibit 1.8.
1.10 DISSENTING STOCKHOLDERS. Any Crown Common Stock held by a Dissenter shall
not be converted into the right to receive Kinross Common Shares but shall
become, at the Effective Time, by virtue of the Merger and without any further
action, the right to receive such consideration as may be determined to be due
to such Dissenter pursuant to Washington Act; PROVIDED, HOWEVER, that shares of
Crown Common Stock outstanding immediately prior to the Effective Time and held
by a Dissenter, who shall, after the Effective Time, withdraw his demand for
appraisal or lose his right of appraisal, in either case pursuant to the
Washington Act, shall be deemed to be converted as of the Effective Time into
the right to receive that number of Kinross Common Shares determined in
accordance with the Exchange Ratio.
1.11 JOINT PRESS RELEASE. No later than the first business day following
execution of this Agreement, and subject to the conditions of this Agreement,
Parent will issue a joint press release with Crown substantially in the form set
forth in Exhibit 1.11 (the "Joint Press Release") regarding this Agreement and
will file with the SEC the Joint Press Release in accordance with the provisions
of Rule 425 adopted pursuant to the Securities Act.
ARTICLE II
EXCHANGE AND SURRENDER OF CERTIFICATES
2.1 SURRENDER OF CERTIFICATES. From and after the Effective Time, each holder
of a Certificate will be entitled to receive in exchange therefor, upon
surrender thereof to the exchange agent designated by Parent (the "Exchange
Agent"), a certificate representing the Kinross Common Shares into which the
shares of Crown Common Stock evidenced by such Certificate were converted
pursuant to the Merger. No interest will be payable on the Kinross Common Shares
to be issued to any holder of a Certificate irrespective of the time at which
such Certificate is surrendered for exchange.
2.2 EXCHANGE AGENT; CERTIFICATE SURRENDER PROCEDURES.
2.2.1 EXCHANGE AGENT. Parent shall enter into an agreement with the
Exchange Agent to provide for distribution of the Kinross Common Shares to the
holders of Crown Common Stock on surrender of the Certificates representing such
Stock in accordance with the provisions of this Agreement.
2.2.2 TRANSMITTAL INSTRUCTIONS. As soon as reasonably practicable after
the Effective Time, Parent will instruct the Exchange Agent to mail to each
record holder of a Certificate (i) a letter of transmittal (which will specify
that delivery will be effected, and risk of loss and title to such Certificate
will pass, only upon delivery of the Certificate to the Exchange Agent and will
be in such form and have such other provisions as Parent will reasonably
specify) and (ii) instructions for use in effecting the surrender of
Certificates for certificates representing the Kinross Common Shares issuable
upon the conversion of the Crown Common Stock represented thereby. Upon the
surrender to the Exchange Agent of such Certificates, together with a duly
executed and completed letter of transmittal and all other documents and other
materials required by the Exchange Agent to be delivered in connection
therewith, the holder will be entitled to receive the certificates representing
the Kinross Common Shares into which Crown Common Stock represented by the
Certificates so surrendered have been converted in accordance with the
provisions of this Agreement. Until so surrendered, each outstanding Certificate
will be deemed from and after the Effective Time, for all corporate purposes, to
evidence the Kinross Common Shares into which the shares of Crown Common Stock
represented by such Certificate have been converted in accordance with the
provisions of this Agreement or the right to pursue any Dissenter rights the
holder may have, as the case may be.
2.2.3 NO FRACTIONAL SHARES. No fractional Kinross Common Shares shall be
issued. Notwithstanding any other provision of this Agreement, each holder of
shares of Crown Common Stock converted pursuant to the Merger who would
otherwise have been entitled to receive a fraction of a Kinross Common Share
(after taking into
A-4
account all Certificates delivered by such holder) shall receive, in lieu
thereof, cash (without interest) in an amount equal to such fractional part of a
Kinross Common Share multiplied by the Average Closing Price. No interest will
be payable on the cash to be paid in lieu of the issuance of a fractional
Kinross Common Share to any holder of a Certificate, irrespective of the time at
which such Certificate is surrendered for exchange and irrespective of the time
at which such cash is actually paid. "Average Closing Price" shall mean the
average closing price of Kinross Common Shares on the NYSE Composite Tape (as
reported by THE WALL STREET JOURNAL or, if not reported thereby, any other
authoritative source) for the ten consecutive trading days ending on the third
trading day immediately preceding the Effective Time. As soon as practicable
after determination of the amount of cash to be paid in lieu of any fractional
shares, the Exchange Agent shall make available in accordance with this
Agreement such amounts to the former holders of shares of Crown Common Stock.
2.3 TRANSFER BOOKS. The stock transfer books of Crown will be closed at the
Effective Time, and no transfer of any shares of Crown Common Stock will
thereafter be recorded on any of the stock transfer books. In the event of a
transfer of ownership of any shares of Crown Common Stock prior to the Effective
Time that is not registered in the stock transfer records of Crown at the
Effective Time, the Kinross Common Shares into which such shares of Crown Common
Stock have been converted in the Merger will be issued to the transferee in
accordance with the provisions of SECTION 2.2 only if the Certificate is
surrendered as provided in SECTION 2.1 and is accompanied by all documents
required to evidence and effect such transfer (including evidence of payment of
any applicable stock transfer taxes).
2.4 DISSENTER RIGHTS. Crown Common Stock outstanding immediately prior to the
Effective Time and held by a Dissenter will not be converted into a right to
receive the Kinross Common Shares issuable upon the conversion of such shares,
unless such holder fails to perfect or withdraws or otherwise loses his rights
as a Dissenter. Crown will give Parent written notice of any and all Dissenter
Notices that it receives, within three business days of the receipt of such
notice by Crown, and Crown will give Parent the opportunity, to the extent
permitted by applicable Law, to participate in all negotiations and proceedings
relating to Dissenters. Except with the prior written consent of Parent, Crown
will not voluntarily make any payment with respect to any claim of a Dissenter
and will not settle or offer to settle any such claim.
2.5 LOST CERTIFICATES. If any Certificate has been lost, stolen or destroyed,
upon the making of an affidavit (in form and substance reasonably acceptable to
Parent) of that fact by the person making such a claim, and, if required by
Parent, the posting by such person of a bond in such reasonable amount as Parent
may direct as indemnity against any claim that may be made against or with
respect to such Certificate, the Exchange Agent will deliver in exchange for
such lost, stolen or destroyed Certificate the Kinross Common Shares issuable
upon surrender thereof pursuant to SECTION 2.2.
2.6 NO RIGHTS AS STOCKHOLDER. From and after the Effective Time, the holders
of Certificates will cease to have any rights as a stockholder of the Surviving
Corporation, and Parent will be entitled to treat each Certificate that has not
yet been surrendered for exchange solely as evidence of the Kinross Common
Shares into which the shares of Crown Common Stock evidenced by such Certificate
have been converted pursuant to the Merger or the right to pursue the holder's
rights as a Dissenter, as the case may be.
2.7 WITHHOLDING. Parent will be entitled to deduct and withhold from the cash
otherwise payable to any former holder of shares of Crown Common Stock in lieu
of fractional shares pursuant to Section 2.2.3 all amounts required by any Law
to be deducted or withheld therefrom. To the extent that amounts are so deducted
and withheld and paid to the appropriate Governmental Entities, such amounts
will be treated for all purposes of this Agreement as having been paid to the
holder of the shares of Crown Common Stock in respect of which such deduction
and withholding was made by Parent.
2.8 ESCHEAT. Neither Parent, Purchaser nor Crown will be liable to any former
holder of shares of Crown Common Stock for any of the Kinross Common Shares or
cash payable in lieu of fractional shares delivered to any public official
pursuant to any applicable abandoned property, escheat or similar Law.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER
Parent and Purchaser hereby represent and warrant jointly and severally to Crown
as follows:
A-5
3.1 CORPORATE ORGANIZATION. Parent is a corporation duly organized, validly
existing and in good standing under the laws of the Province of Ontario, Canada,
and has full corporate power and authority to carry on its business as now
conducted. Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the State of Washington and has full corporate
power and authority to carry on its business as now conducted. Parent directly
owns and has power to vote all of the outstanding capital stock of Purchaser.
Each of Parent and Purchaser is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each state or other
jurisdiction in which either the ownership or use of the properties owned or
used by it, or the nature of the activities conducted by it, requires such
qualification, except for where the failure to be so qualified would not have a
Material Adverse Effect on Parent or Purchaser. Purchaser was formed for the
purpose of effecting the Merger and has not conducted, and will not conduct, any
business prior to the Effective Time other than that which is necessary to
effectuate the Merger. True and complete copies of the Organizational Documents
of each of Parent and Purchaser have been provided to Crown.
3.2 AUTHORITY RELATIVE TO THIS AGREEMENT; NO VIOLATION.
3.2.1 AUTHORITY. Parent and Purchaser each has the corporate power to
enter into this Agreement, to carry out its obligations hereunder, to perform
and comply with all the terms and conditions hereof to be performed and complied
with by it, and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement, the performance and compliance with
all the terms and conditions hereof to be performed and complied with, and the
consummation of the transactions contemplated hereby by Parent and Purchaser
have been duly authorized by all requisite corporate action on the part of each
of Parent and Purchaser. This Agreement has been duly and validly executed and
delivered by each of Parent and Purchaser and is the legal, valid and binding
obligation of each of Parent and Purchaser enforceable against each of them in
accordance with its terms, except as such enforceability may be limited by (i)
laws of general application relating to bankruptcy, insolvency, reorganization,
moratorium and the relief of debtors, and similar laws affecting creditors'
rights and remedies generally, and (ii) the availability of specific
performance, injunctive relief and other equitable remedies, regardless of
whether enforcement is sought in a proceeding at Law or in equity.
3.2.2 COMPLIANCE WITH CHARTER AND LAWS. Neither the execution and
delivery of this Agreement by Parent and Purchaser, the performance and
compliance by Parent and Purchaser of and with the terms and conditions hereof
to be performed and complied with by Parent and Purchaser, nor the consummation
by Parent and Purchaser of the transactions contemplated hereby will (i)
violate, conflict with or result in a breach of, any provision of the
Organizational Documents of Parent or Purchaser or (ii) assuming that the
approvals referred to in SECTION 3.3 are obtained, (A) violate, conflict with or
result in a breach of any Law applicable to Parent or Purchaser or any of the
respective properties or assets of Parent or Purchaser, which violation,
conflict or breach is Material to Parent or Purchaser or could prevent or
materially delay Parent or Purchaser from consummating the transactions
contemplated hereby or (B) violate, conflict with, result in a breach of, result
in the impairment of, constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, result in the
termination of, accelerate the performance required by, result in the creation
or imposition of any Lien upon any of the respective properties or assets of
Parent or Purchaser, or require any consent, approval, waiver, exemption,
amendment, authorization, notice or filing under any of the terms, conditions or
provisions of any agreement or other instrument or obligation to which Parent or
Purchaser is a party or by which any of their respective properties or assets
may be bound or affected, which agreement or other instrument is Material to
Parent or Purchaser, as the case may be, or any two or more such agreements,
instruments or obligations which, taken together, are Material to Parent or
Purchaser, as the case may be.
3.3 CONSENTS AND APPROVALS. There are no consents, approvals or
authorizations of or designations, declarations or filings with any Governmental
Entities on the part of Parent or Purchaser required for the validity of the
execution and delivery by each of Parent and Purchaser of this Agreement or the
performance and compliance by either of them of and with the terms and
conditions of this Agreement or the consummation of the transactions
contemplated hereby, except: (a) the filing with the SEC of: (i) the
Registration Statement, which will include the Proxy Statement/Prospectus; and
(iii) such reports and information under the Exchange Act and the rules and
regulations promulgated by the SEC thereunder, as may be required in connection
with this Agreement and the transactions contemplated hereby; (b) the filing of
the Articles of Merger with the Secretary of State of the State of Washington
and appropriate documents with the relevant authorities of other states in which
Parent is qualified to do
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business; (c) as may be required under foreign laws, state securities laws, and
the rules of the NYSE or the TSX; (d) such as may be necessary under the HSR Act
or other similar Laws; and (e) those which, if not obtained or made, would not
prevent or delay the consummation of the Merger or otherwise prevent Parent or
Purchaser from performing its obligations under this Agreement and would not be
reasonably likely to have a Material Adverse Effect on Parent or Purchaser.
3.4 CAPITALIZATION. All of the outstanding shares of capital stock of
Purchaser have been or shall be prior to the Effective Time validly issued,
fully paid and nonassessable. There are no options, warrants, or other
derivative securities of Purchaser outstanding.
3.5 BROKER'S FEES. Neither Parent nor Purchaser nor any of their respective
officers or directors or affiliates has employed any broker, finder or
investment banker or incurred any liability for any broker's fees, investment
banker's or finder's fees in connection with any of the transactions
contemplated by this Agreement for which Crown or any of the Subsidiaries or any
of their respective officers, directors or stockholders shall be liable.
3.6 NO CAPITAL OWNERSHIP IN CROWN. Neither Parent nor any of its Subsidiaries
owns any shares of Crown Common Stock.
3.7 REGULATORY REPORTS. Parent has timely filed all reports required by the
provisions of the Exchange Act and applicable Canadian securities laws since
December 31, 2002 (the "Kinross Securities Filings"). None of such Kinross
Securities Filings, including the financial statements included in such filings,
contained, when filed, any untrue statement of a material fact or omitted a
material fact necessary to make the statements made therein, in light of the
circumstances under which they were made, not misleading. Since January 1, 2002,
there has not occurred any event that (i) has not been disclosed in a Kinross
Securities filing or otherwise in writing to Crown; and (ii) has had, or, in the
reasonable judgment of Kinross management, is likely to have, a Material Adverse
Effect on the business or financial condition of Parent.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF CROWN
Except as set forth on the Crown Disclosure Schedule, Crown hereby represents
and warrants to Parent and Purchaser as follows:
4.1 ORGANIZATION AND QUALIFICATION. SECTION 4.1 of the Crown Disclosure
Schedule contains a complete and accurate list of the subsidiaries of Crown
(except for Solitario, the "Crown Subsidiaries"), including their name,
jurisdiction of incorporation, jurisdictions in which they are authorized to do
business, and capitalization (including the identity of each stockholder and the
number of shares held by each). Crown and the Crown Subsidiaries are
corporations duly organized, validly existing, and in good standing under the
laws of their jurisdiction of incorporation, each with full corporate power and
corporate authority to conduct its business as now conducted and to own or use
its properties and assets and to perform all obligations under its contracts.
Crown and the Crown Subsidiaries are duly qualified to do business as foreign
corporations and are in good standing under the laws of each jurisdiction
required, except where the failure to be so qualified would not have a Material
Adverse Effect. Crown has delivered or made available to Parent copies of the
Organizational Documents of each of the Crown Subsidiaries, as currently in
effect.
4.2 CAPITALIZATION.
4.2.1 CAPITAL STOCK. There are 100,000,000 duly authorized shares of
common stock, par value $0.01 per share, and 40,000,000 duly authorized shares
of preferred stock, par value $0.01 per share, of Crown. As of November 10,
2003, there were 16,788,957 shares of Crown Common Stock and no shares of
preferred stock issued and outstanding, including 7,820,892 shares of Crown
Common Stock deemed issued and outstanding from the automatic conversion of all
Crown's outstanding 10% Convertible Subordinated Promissory Notes due 2006 and
10% Convertible Subordinated Promissory Notes due 2006, Series B. All of the
issued and outstanding shares of Crown Common Stock have been duly authorized
and validly issued, fully paid, and nonassessable. Except as set forth in
SECTIONS 4.2.2 through 4.2.4 below, Crown does not have any outstanding
securities convertible into or exchangeable for any shares of its capital stock.
There are no shares of Crown Common Stock held in treasury.
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4.2.2 OUTSTANDING CROWN CONVERTIBLE NOTES. As of November 10, 2003, the
following convertible notes were outstanding (collectively, the "Crown
Convertible Notes"): (i) 10% Secured Convertible Promissory Notes Due 2006 in
the aggregate principal amount of $3,600,000 with unpaid interest accrued
through November 10, 2003, of $25,643.83; and (ii) 10% Secured Convertible
Promissory Notes Due 2006 in the principal amount of $1,655,333 with unpaid
interest accrued through November 20, 2003, of $11,791.41. SECTION 4.2.2 also
sets forth the conversion price and due date of the Crown Convertible Notes. No
event has occurred which would require an adjustment to the initial conversion
price of any of the Crown Convertible Notes.
4.2.3 OUTSTANDING WARRANTS. As of November 10, 2003, Crown had
outstanding warrants (individually, a "Crown Warrant" and, collectively, the
"Crown Warrants") to purchase an aggregate of 14,408,933 shares of Crown Common
Stock at a weighted average exercise price of $0.74 per share. SECTION 4.2.3 of
the Crown Disclosure Schedule identifies the holders, and sets forth the number
of Crown Warrants held by each holder and the exercise price and expiration date
of each Crown Warrant. All of the Crown Warrants can, at the election of the
holder, be exercised through a cashless exercise feature. No event has occurred
which would require an adjustment to the initial exercise price of any of the
Crown Warrants.
4.2.4 OUTSTANDING OPTIONS. As of November 10, 2003, Crown has
outstanding options (individually, a "Crown Option" and, collectively, the
"Crown Options") to acquire an aggregate of 3,379,000 shares of Crown Common
Stock, exercisable at a weighted average of $0.40 per share. SECTION 4.2.4 of
the Crown Disclosure Schedule identifies the holders, and sets forth the number
of Crown Options held by each holder and the exercise price and expiration date
of each Crown Option. No event has occurred which would require an adjustment to
the original exercise price of any of the Crown Options.
4.2.5 NO OTHER RIGHTS. Except for the Crown Convertible Notes and as set
forth in Section 4.2.5 of the Crown Disclosure Schedule, the Crown Options, and
the Crown Warrants set forth above, there are no other options, warrants, calls,
stock appreciation rights or other rights, or convertible debt or security, or
any shares reserved for issuance or any arrangement, subscription agreement,
plan, or commitment, relating to the issued (including treasury stock) or
unissued capital stock or other securities of Crown granted or made by Crown or
to which Crown is a party or by which it is bound.
4.2.6 VOTING AND DIVIDEND RIGHTS. Except as set forth in SECTION 4.2.6
of the Crown Disclosure Schedules, there is no agreement, arrangement,
commitment or plan restricting voting or dividend rights with respect to any
shares of capital stock or other securities of Crown to which Crown is a party
or of which it is aware. Crown does not directly or indirectly own any equity or
similar interest in, or any interest convertible into or exchangeable or
exercisable for any equity or similar interest in, any corporation, partnership,
limited liability company, joint venture or other business association or entity
except for the Crown Subsidiaries.
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4.3 AUTHORITY RELATIVE TO THIS AGREEMENT; NO VIOLATION.
4.3.1 AUTHORITY; APPROVAL; DUE EXECUTION. Crown has the corporate power
to enter into this Agreement, to carry out its obligations hereunder, to perform
and comply with all the terms and conditions hereof to be performed and complied
with by it, and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by Crown, the performance and
compliance with all the terms and conditions hereof to be performed and complied
with by Crown, and the consummation by Crown of the transactions contemplated
hereby have been duly authorized by all requisite corporate action on the part
of Crown, subject to approval of this Agreement by the holders of at least
66-2/3% of the shares of the outstanding Crown Common Stock, at the special
meeting of the holders of the Crown Common Stock to be held to consider and vote
upon the Merger (the "Crown Stockholders' Meeting"). The Board of Directors of
Crown, at a meeting held on November 19, 2003, approved this Agreement and
resolved to recommend the plan of merger to the Crown Stockholders (such
recommendation by the Board of Directors of Crown being the "Crown
Recommendation"). This Agreement is a legal, valid and binding obligation of
Crown enforceable against Crown in accordance with its terms, except as such
enforceability may be limited by (i) laws of general application relating to
bankruptcy, insolvency, reorganization, moratorium and the relief of debtors,
and similar laws affecting creditors' rights and remedies generally, and (ii)
the availability of specific performance, injunctive relief and any other
equitable remedy.
4.3.2 COMPLIANCE WITH ORGANIZATIONAL DOCUMENTS, LAWS, AND CROWN
CONTRACTS. Except as disclosed in SECTION 4.3.2 of the Crown Disclosure
Schedule, neither the execution and delivery of this Agreement by Crown, the
performance and compliance by Crown of and with the terms and conditions hereof
to be performed and complied with by it, nor the consummation by Crown of the
transactions contemplated hereby will: (i) violate or conflict with any
provision of the Organizational Documents of Crown or the Crown Subsidiaries,
(ii) violate, conflict with or result in a breach of any Law applicable to
Crown, the Crown Subsidiaries, or any of their properties or assets or (iii)
violate, conflict with, result in a breach of, result in the impairment of,
constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, result in the termination of, accelerate the
performance required by, require the consent of any other party, or result in
the creation or imposition of any Lien upon any of the properties or assets of
Crown or the Crown Subsidiaries under any Crown Contract, except, in each case
of clause (i), (ii), and (iii) above, for violations, conflicts, and breaches,
and, if applicable, impairments, defaults, terminations, accelerations, or
Liens, as would not, taken together, have a Material Adverse Effect on Crown.
4.4 FINANCIAL STATEMENTS AND BOOKS AND RECORDS OF CROWN.
4.4.1 FINANCIAL STATEMENTS. Crown has delivered or made available to
Purchaser the following financial statements as filed with the SEC (collectively
the "Financial Statements"): (i) the audited consolidated balance sheets of
Crown and Subsidiaries as of December 31, 2002 and 2001, and the related
consolidated statements of operations, stockholders' equity and cash flows as of
and for the three years ended December 31, 2002; and (ii) the unaudited
consolidated balance sheet of Crown and Subsidiaries as of September 30, 2003,
as filed with the SEC (the "Most Recent Balance Sheet"), and the related
consolidated statements of operations and cash flows as of and for the nine
months ended September 30, 2003 (collectively, the "Most Recent Financial
Statements"). The Financial Statements have been prepared in conformity with
GAAP, applied on a consistent basis (except for changes, if any, required by
GAAP applied on a consistent basis and disclosed therein), and the Financial
Statements present fairly in all Material respects the financial condition and
results of operations of Crown and the Crown Subsidiaries included therein as of
the date of the balance sheets and for the respective periods covered,
including, in the case of the Most Recent Financial Statements, all adjustments
which are, in the opinion of management of Crown, necessary to a fair statement
of the results of the interim period presented. All of such adjustments are of a
normal reoccurring nature.
4.4.2 BOOKS AND RECORDS. The books of account, minute books, stock
record books, and other corporate records of Crown and the Crown Subsidiaries
are complete and correct in all Material respects; Crown has an adequate system
of internal accounting controls; and Crown has an adequate system of disclosure
controls and procedures, all as required by Section 13 of the Exchange Act and
the rules and regulations promulgated thereunder. The minute books of Crown and
the Crown Subsidiaries, contain accurate and complete records of all meetings
held of, and corporate action taken by, the stockholders, Boards of Directors,
and committees of the Board of Directors of
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the respective entities, and no meeting of any such stockholders, Board of
Directors, or committee has been held for which minutes have not been prepared
and are not contained in such minute books. At the Effective Time, all of those
books and records will be in the possession of the Surviving Corporation.
4.4.3 INTRACORPORATE DEBT. Crown does not have, and will not have at the
Closing Date, any obligation to, or due from, a Crown Subsidiary that is not
wholly-owned by Crown.
4.5 NO CONSENTS. Except for filings with the SEC, filing the Articles of
Merger with the Washington Secretary of States, filings provided under the HSR
Act, and as set forth in Section 4.5 of the Crown Disclosure Schedule, no
consents, approvals or authorizations of or filings with any Governmental Entity
on the part of Crown are required for the validity of the execution and delivery
by Crown of this Agreement or for Crown to perform its terms.
4.6 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since September 30, 2003, Crown and
the Crown Subsidiaries have not engaged in any of the following acts: (i)
entered into any transaction not in the ordinary course of business; (ii) sold,
transferred, or disposed of, or subjected to any Lien, any Material assets or
properties of Crown or the Crown Subsidiaries (including the factoring or
selling of accounts receivable), except for the sale of services and assets in
the ordinary course of business; (iii) Materially deviated from historical
accounting and other practices in connection with the maintenance of their books
and records, except as may be required by Law or GAAP; (iv) incurred any
physical damage, casualty, destruction or loss to property or assets of Crown or
the Crown Subsidiaries, whether or not covered by insurance; (v) declared, set
aside, or paid any dividend or other distribution on or with respect to the
shares of capital stock of Crown except as contemplated by this Agreement, or
directly or indirectly redeemed, purchased, or acquired any of such shares or
split, combined, or reclassified shares of capital stock; (vi) increased, paid,
or delayed payment of any payroll or payroll tax payment with respect to the
compensation (including benefits) payable or to become payable by Crown or the
Crown Subsidiaries to any of their respective directors, officers, employees or
agents, or the making of any bonus payment or similar arrangement to or with any
of them; (vii) cancelled any indebtedness due to Crown or the Crown Subsidiaries
from others except for the write-off of accounts receivable in the ordinary
course of business; (viii) created or incurred any Material obligation or
liability (whether absolute, accrued, contingent or otherwise and whether due or
to become due), or entered into any transaction, contract or commitment, other
than such items created or incurred in the ordinary course of business; (ix)
changed the manner in which Crown and the Crown Subsidiaries collect accounts
receivable, extend discounts or credits to customers or otherwise deal with
customers; (x) waived or released any Material rights of Crown or the Crown
Subsidiaries, except in the ordinary course of business and for fair value, or
let lapse or incurred any other loss of a Material right of Crown or the Crown
Subsidiaries to use its assets or conduct its businesses; (xi) committed for or
deferred any capital expenditures of Crown or the Crown Subsidiaries in excess
of amounts budgeted; (xii) changed any accounting policies, except as may be
required by Law or GAAP; (xiii) changed Crown's policies or the Crown
Subsidiaries' policies with respect to the payment of accounts payable or other
current liabilities or the collection of accounts receivable, including, without
limitation, any acceleration or deferral of the payment or collection thereof,
as applicable (including, without limitation, any payment advances); (xiv)
changed the payment terms (including, without limitation, any advances) between
Crown or the Crown Subsidiaries and any of their Material vendors; (xv) changed
any development or permitting plans of Crown or the Crown Subsidiaries or
deferred any costs or expenditures with respect to such plans; (xvi) granted
price discounts on services or products outside the ordinary course of business
and consistent with past practice; or (xvii) entered into any commitment or
agreement to do any of the foregoing.
4.7 TAXES AND TAX RETURNS.
4.7.1 TAXES; RETURNS. Crown and, with respect to periods during which
they were included in any consolidated, combined or unitary return in which
Crown has been included, each other corporation which has been so included, has
(i) duly filed all Material Returns in a timely manner, including extensions
granted for such filing, consistent with applicable laws, as required to be
filed by it (all such Returns being accurate and complete in all Material
respects) and has paid all Taxes shown thereon to be due, and (ii) duly paid all
Material Taxes required to be paid by any of them through the date of this
Agreement, whether or not shown on a Return, other than Taxes that are being
contested in good faith and by appropriate proceedings or as to which Crown has
set aside on its books adequate reserves for Tax liability (as distinguished
from reserves for deferred Taxes established to reflect timing differences
between book and tax income) in accordance with GAAP. All Material Taxes
attributable to all taxable periods ended on or before the Closing Date, to the
extent not required to have been previously paid, will be fully
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and adequately reserved for as a Tax liability on Crown's financial statements
in accordance with GAAP. The amounts recorded as reserves for Tax liability on
the Most Recent Balance Sheet are sufficient in the aggregate for the payment by
Crown of all unpaid Material Taxes (including any interest or penalties thereon)
whether or not disputed or accrued, for all periods ended on or prior to the
date of such statement. There are no Liens for Taxes upon the assets of Crown or
the Crown Subsidiaries, other than Liens for current Taxes not yet due and
payable and Liens for Taxes that are being contested in good faith by
appropriate proceedings. Since January 1, 1998, to the Knowledge of Crown, no
claim has ever been made by an authority in a jurisdiction where Crown does not
file Returns that it or the Crown Subsidiaries is or may be subject to taxation
by that jurisdiction. Since January 1, 1998, to the Knowledge of Crown, (i)
there are no claims asserted for deficiencies in Taxes against Crown or the
Crown Subsidiaries, (ii) neither Crown nor the Crown Subsidiaries has given any
currently effective waivers extending the statutory period of limitation
applicable to any Return for any period or entered into any "closing agreements"
as described in Section 7121 of the Code, (iii) neither Crown nor the Crown
Subsidiaries has in effect any power of attorney or other authorization for
anyone to represent it with respect to any Taxes and (iv) neither Crown nor the
Crown Subsidiaries has received written notification of a Tax audit and, to the
Knowledge of Crown there are no Tax audits in progress of any Returns of Crown
or the Crown Subsidiaries. Neither Crown nor the Crown Subsidiaries has been a
party to any Tax allocation agreement or arrangement pursuant to which it has
any contingent or outstanding liability for Taxes of anyone other than Crown.
Neither Crown nor the Crown Subsidiaries has filed a consent under Section
341(f) of the Code. Crown has provided to Parent or its representatives complete
and correct copies of its and the Crown Subsidiaries' Returns which have been
filed on or subsequent to December 31, 1997, and all examination reports, if
any, relating to the audit of such Returns by the IRS or other Tax authority.
Neither Crown nor the Crown Subsidiaries (i) has agreed to, or is required to,
make any adjustments under Section 481(a) of the Code (or any corresponding
provision of state, local or foreign Laws) by reason of a change in accounting
method or otherwise; (ii) is, was, or will be, at any time during the five-year
period ending on the date on which the Effective Time occurs, a "United States
real property holding corporation" within the meaning of Section 897(c)(2) of
the Code; (iii) has filed or been required to file any reports under Section 999
of the Code; (iv) has failed to disclose on its federal income Tax Returns any
positions taken therein that could give rise to a substantial understatement of
federal income Tax within the meaning of Section 6662 of the Code; (v) other
than the consolidated group of which Crown is now the common parent, has ever
been a member of an Affiliated Group filing a consolidated United States federal
income Tax Return and has any liability for the Taxes of any other Person other
than a Subsidiary under Treasury Regulation Section 1.1502-6 (or any similar
provision of state, local or foreign law), as a transferee or successor, by
contract or otherwise; (vi) is a party to any joint venture, partnership,
limited liability company or other arrangement or contract properly treated as a
partnership for United States federal income Tax purposes; or (vii) has entered
into any gain recognition agreements under Section 367 of the Code and the
Treasury Regulations promulgated thereunder. For United States federal income
tax purposes: (i) Crown's adjusted tax basis in the Solitario common stock held
by Crown as of the date hereof is not less than $8,150,000; and (ii) any gain
recognized as a result of Crown's distribution of the Solitario common stock on
or before the Closing Date under Section 7.3.5 below will be offset by tax
losses of Crown occurring at or prior to the Effective Time and available for
such purpose.
4.7.2 TAX WITHHOLDING. All Material amounts required to be withheld by
Crown or the Crown Subsidiaries from employees, creditors, stockholders or other
third parties for Taxes have either been withheld or collected and paid, when
due, to the appropriate governmental authority, or an adequate reserve has been
established and Crown and the Crown Subsidiaries have otherwise complied in all
Material respects with applicable laws, rules, and regulations relating to Tax
withholding and remittance.
4.7.3 PARACHUTE PAYMENTS. Except as provided in Section 4.7.3 of the
Crown Disclosure Schedules, Crown and the Crown Subsidiaries have not made any
payments, are not obligated to make any payments, and are not a party to any
agreement that under certain circumstances could obligate them, Parent or
Purchaser, to make any payment that would constitute an "excess parachute
payment" within the meaning of Section 280G of the Code.
4.8 EMPLOYEES.
4.8.1 AGREEMENTS; BENEFIT PLANS. SECTION 4.8.1 of the Crown Disclosure
Schedule contains a list of each compensation, consulting, employment,
termination or collective bargaining agreement, and each stock option, stock
purchase, stock appreciation right, recognition and retention, life, health,
accident or other insurance, bonus, deferred or incentive compensation,
severance or separation plan, fringe benefit plan or any agreement providing
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any payment or benefit resulting from a change in control, pension, profit
sharing, retirement, or other employee benefit plan, practice, policy or
arrangement of any kind, oral or written, covering employees, former employees,
directors or former directors of Crown and the Crown Subsidiaries, or their
beneficiaries, including, but not limited to, any employee benefit plans within
the meaning of Section 3(3) of ERISA, which Crown or the Crown Subsidiaries
maintain, to which Crown or the Crown Subsidiaries contribute, or under which
any employee, former employee, director or former director of Crown or the Crown
Subsidiaries is covered or has benefit rights and pursuant to which any
liability of Crown or the Crown Subsidiaries exists or is reasonably likely to
occur (the "Benefit Plans"). Except as set forth in SECTION 4.8.1 of the Crown
Disclosure Schedule, neither Crown nor the Crown Subsidiaries maintain or has
entered into any Benefit Plan or other document, plan or agreement which
contains any change in control provisions which would cause an increase or
acceleration of benefits or benefit entitlements to employees or former
employees of Crown or the Crown Subsidiaries or their beneficiaries, or other
provisions which would cause an increase in the liability to Crown or the Crown
Subsidiaries or to Parent as a result of the transactions contemplated by this
Agreement or any related action thereafter including, but not limited to,
termination of employment or directorship (a "Change in Control Benefit").
Except as provided in SECTION 4.8.1 of the Crown Disclosure Schedule, the
execution of this Agreement does not constitute a "change in control" for
purposes of any Benefit Plan or any Change in Control Benefits. The term
"Benefit Plans" as used herein refers to all plans contemplated under the
preceding sentences of this SECTION 4.8.1, provided that the term "plan" or
"plans" is used in this Agreement for convenience only and does not constitute
an acknowledgment that a particular arrangement is an employee benefit plan
within the meaning of Section 3(3) of ERISA. Copies of the Benefit Plans have
been previously made available to Parent. There is no liability under the
Benefit Plan for employees of subsidiaries previously sold or otherwise disposed
of by Crown or the Crown Subsidiaries.
4.8.2 DOCUMENTS DELIVERED TO PARENT. Crown has delivered or made
available to Parent true and complete copies of the following documents, as they
may have been amended to the date hereof, relating to the Benefit Plans, other
than any multiemployer plan: (i) the most recent version of each of the Benefit
Plans listed in SECTION 4.8.1 of the Crown Disclosure Schedule if in writing,
including all amendments thereto, any related trust agreements, group annuity
contracts, insurance policies or other funding agreements or arrangements; (ii)
the most recent determination letter or opinion letter from the Internal Revenue
Service with respect to each Benefit Plan intended to be qualified under Section
401(a) of the Code; (iii) the actuarial valuation prepared for the most recent
plan year for any Benefit Plan which is a "defined benefit plan" (as defined in
Section 3(35) of ERISA); (iv) the current summary plan description for each
Benefit Plan; and (v) the complete Form 5500 filings, for each of the Benefit
Plans that is obligated to file such form for the three (3) most recent plan
years.
4.8.3 CERTAIN REPRESENTATIONS REGARDING BENEFIT PLANS. Except as
disclosed in SECTION 4.8.3 of the Crown Disclosure Schedule:
4.8.3.1 each of the Benefit Plans and any related trust
agreement, group annuity contract, insurance policy or other funding
arrangement and any applicable collective bargaining agreement, complier
in form and operation with all applicable laws, including ERISA and the
Code, in all Material respects;
4.8.3.2 each of the Benefit Plans that is intended to be a
pension, profit sharing, stock bonus, thrift, savings or employee stock
ownership plan that is qualified under Section 401(a) of the Code (the
"Qualified Plans");
4.8.3.3 all accrued contributions and other payments required
to be made by Crown to or with respect to any Benefit Plan have been made
within the time periods prescribed by ERISA and the Code or, if not yet
due, reserves adequate for such purposes have been set aside therefor and
reflected in the Most Recent Balance Sheet. Neither Crown nor the Crown
Subsidiaries is in default in performing any of its contractual
obligations under any of the Benefit Plans or any related trust agreement
or insurance contract in each case, which could result in any Material
liability, and there are no Material outstanding liabilities of any such
Plan other than liabilities for benefits to be paid to participants in
such plan and their beneficiaries in accordance with the terms of such
Plan;
4.8.3.4 neither Crown, the Crown Subsidiaries, nor their ERISA
Affiliates have made or agreed to make, or are they required to make (in
order to bring any of the Benefit Plans into substantial
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compliance with ERISA or the Code), any change in benefits that would
Materially increase the costs of maintaining any of the Benefit Plans;
4.8.3.5 neither Crown, the Crown Subsidiaries, nor their ERISA
Affiliates, nor, to the Knowledge of Crown, any other "disqualified
person" or "party in interest" (as defined in Section 4975 of the Code
and Section 3(14) of ERISA, respectively) with respect to a Benefit Plan
has breached the fiduciary rules of ERISA or engaged in any prohibited
transaction which could subject Crown or its ERISA Affiliates to any
Material tax or penalty imposed under Section 4975 of the Code or
Sections 502(i) or (l) of ERISA;
4.8.3.6 there are no actions, suits, disputes, arbitration or
claims pending (other than routine claims for benefits) or legal,
administrative or other proceedings or governmental investigations
pending or, to the Knowledge of Crown, threatened against any Benefit
Plan or against the assets of any Benefit Plan;
4.8.3.7 all bond coverage requirements and all reporting and
disclosure obligations under ERISA and the Code have been complied with
on a timely basis with respect to each of the Benefit Plans and the
related trust, group annuity contract, insurance policy or other funding
arrangement except for any instances of non-compliance that could not
reasonably be expected to result in Material liability for Crown, the
Crown Subsidiaries or, following the Closing Date, for Parent or
Purchaser;
4.8.3.8 each Benefit Plan which is a "group health plan" (as
defined in Section 5000 of the Code) has been maintained and operated in
all Material respects in compliance with Section 4980B of the Code and
Title I, Subtitle B, Part 6 of ERISA (collectively, "COBRA") and Crown
has no liability under COBRA for any Tax penalty or damages;
4.8.3.9 no benefit payable or which may become payable by Crown,
the Crown Subsidiaries or their ERISA Affiliates pursuant to any Benefit
Plan could reasonably be expected to constitute an "excess parachute
payment" (within the meaning of Section 280G of the Code) which is
subject to the imposition of an excise tax under Section 4999 of the Code
or which would not be deductible by reason of Section 280G of the Code;
4.8.3.10 no Benefit Plan currently or previously maintained by
Crown, the Crown Subsidiaries or their ERISA Affiliates provides any
post-retirement medical, health, life insurance, or welfare benefits, and
neither Crown nor its ERISA Affiliates maintains any obligations to
provide any post-retirement welfare benefits in the future (other than
rights required by COBRA; and
4.8.3.11 neither Crown, the Crown Subsidiaries nor any of their
ERISA Affiliates has ever maintained, sponsored, contributed to, or
incurred liability under any "multiemployer plan," as defined in Section
3(37) of ERISA, a defined benefit plan, as defined in Section 3(35) of
ERISA, or a plan subject to the minimum funding standards set forth in
Section 302 of ERISA and Section 412 of the Code.
4.8.4 EMPLOYEES; COMPENSATION. Crown has furnished to Parent a true and
correct list of each employee of Crown or the Crown Subsidiaries together with
such employee's annual rate of compensation and payments to be due to each such
employee in connection with the consummation of the transactions contemplated
hereby. Except as set forth in SECTION 4.8.4 of the Crown Disclosure Schedule:
(i) as of the date of this Agreement, no officer or employee of Crown or the
Crown Subsidiaries has obtained any binding and effective commitment of Crown or
the Crown Subsidiaries to pay to him or her in respect of any future year
aggregate remuneration in excess of the rate of compensation set forth in such
list, (ii) neither Crown nor the Crown Subsidiaries is obligated to provide
health or welfare benefits to retirees or other former employees, directors or
their dependents (other than rights under Section 4980B of the Code or Section
601 of ERISA), (iii) no officer or director of Crown or the Crown Subsidiaries
is eligible to receive a Change in Control Benefit, (iv) neither Crown nor the
Crown Subsidiaries is a party to (A) any management, employment, deferred
compensation, severance, bonus or other contract for personal services with any
officer, director or employee, (B) any consulting contract with any consultant
who prior to becoming a consultant was a director or officer of Crown or the
Crown Subsidiaries or (C) any plan, agreement, arrangement or understanding
similar to any of the foregoing, (v) neither Crown nor the Crown Subsidiaries is
a
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party to any agreement to loan any amount to or guarantee a loan of any amount
to any employee, (vi) neither Crown nor the Crown Subsidiaries has been or is
not a party to any Plan, contract or arrangement providing for insurance or for
any indemnification of any officer, director or employee of Crown or the Crown
Subsidiaries, (vii) neither Crown nor the Crown Subsidiaries is a party to any
collective bargaining agreement or other labor agreement with any union or labor
organization or to any conciliation agreement with the Department of Labor, the
Equal Employment Opportunity Commission or any federal, state or local agency
which requires equal employment opportunities or affirmative action in
employment, (viii) there is no unfair labor practice or other complaint against
Crown or the Crown Subsidiaries pending or, to the Knowledge of Crown,
threatened, before the National Labor Relations Board, or any complaint before
the Equal Employment Opportunity Commission, or any state, local or foreign
agency similar to either thereof, (ix) there is no strike, dispute, slowdown,
work stoppage or lockout pending, or to the Knowledge of Crown, threatened
against or involving Crown or the Crown Subsidiaries, and (x) there is no legal,
administrative, arbitral or other proceeding, claim, suit, action or
governmental investigation of any nature pending or, to the Knowledge of Crown,
threatened in respect of which any director, officer, employee or agent of Crown
or the Crown Subsidiaries is or may be entitled to claim indemnification from
Crown or the Crown Subsidiaries.
4.9 BROKER'S FEES. Except as set forth in section 7.2.6, neither Crown, the
Crown Subsidiaries nor any of their officers or directors has employed any
broker, finder or investment banker or incurred any liability for any broker's
fees, financial advisory fees, investment banker's or finder's fees in
connection with any of the transactions contemplated by this Agreement.
4.10 LITIGATION. There are no outstanding orders, judgments, injunctions,
awards or decrees of any court, governmental agency or authority or arbitration
tribunal by which Crown or the Crown Subsidiaries is bound, or to which any of
their assets, properties, securities or businesses is subject that individually
require the payment by Crown or the Crown Subsidiaries of the sum of $50,000 or
more. As of the date hereof there are no actions, suits, claims, legal,
administrative or arbitral proceedings or investigations, pending or, to the
Knowledge of Crown, threatened against Crown or the Crown Subsidiaries or any of
their assets or properties, except for actions, suits, or claims that would not
have a Material Adverse Effect.
4.11 AUTHORIZATIONS; COMPLIANCE WITH LAWS. Crown and the Crown Subsidiaries
hold all authorizations, permits, licenses, variances, exemptions, orders and
approvals required by Governmental Entities for the lawful conduct of its
business taken as a whole, to own or hold under lease the properties and assets
it owns or holds under lease and to perform all of its obligations under the
Crown Contracts to which they are a party, except for such authorizations,
permits, licenses, variances, exemptions, orders and approvals which the failure
to hold, taken together, would not have a Material Adverse Effect (the "Crown
Permits"); PROVIDED THAT, Crown does not have, and does not represent that it
has, all authorizations, permits, licenses, variances, exemptions, orders, and
approvals required by Governmental Entities to construct and operate a mine at
its Buckhorn Mountain Project in the state of Washington. Crown and the Crown
Subsidiaries are in compliance with the terms of the Crown Permits except where
the failure to be in such compliance will not, taken together, have a Material
Adverse Effect. Except as set forth in SECTION 4.11 of the Crown Disclosure
Schedule, since January 1, 1997, neither Crown nor the Crown Subsidiaries has
been in violation of or default under any Law, except for any such violation or
default which will not have a Material Adverse Effect. To Crown's Knowledge,
except as set forth in SECTION 4.11 of the Crown Disclosure Schedule, as of the
date of this Agreement, no investigation or reviews by any Governmental Entity
with respect to Crown or the Crown Subsidiaries is pending nor has any
Governmental Entity notified Crown or the Crown Subsidiaries of an intention to
conduct the same nor do any facts exist which may give rise to such an
investigation or review.
4.12 ENVIRONMENTAL MATTERS. Except as set forth in SECTION 4.12 of the Crown
Disclosure Schedule, and except for such violations, notices and Releases as
would not, taken together, have a Material Adverse Effect: (a) neither Crown nor
the Crown Subsidiaries is in violation of any applicable Environmental Law; (b)
no Hazardous Material has been disposed of or Released by Crown or the Crown
Subsidiaries in violation of applicable Environmental Law; (c) neither Crown nor
the Crown Subsidiaries has any liability under any Environmental Law; and (d)
neither Crown nor the Crown Subsidiaries has received any notice from any
governmental body alleging that Crown or the Crown Subsidiaries is in violation
of, or liable for investigation or cleanup of any Release of Hazardous Material
under, any Environmental Law.
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4.13 ABSENCE OF DEFAULTS. Except where a default or violation would not have a
Material Adverse Effect, neither Crown nor the Crown Subsidiaries is in
violation of any provision of its Organizational Documents, or in default under
or violation of any Crown Contract and, to the Knowledge of Crown or the Crown
Subsidiaries, no event has occurred which, with notice, lapse of time and/or
action by a third party, would constitute or result in such a default or
violation.
4.14 MATERIAL CONTRACTS.
4.14.1 MATERIAL CONTRACTS. Crown's Form 10-K and Forms 10-Q disclose all
contracts that constitute "material contracts" as defined in Item 601(b)(10) of
Regulation S-K to which Crown or the Crown Subsidiaries are a party or to which
they or their assets are subject and which are required to be disclosed therein
or listed as exhibits thereto, except as set forth in Section 4.14.1 of the
Crown Disclosure Schedule (collectively, the "Crown Contracts"). True and
complete copies of all of the Crown Contracts have been provided or made
available to Parent.
4.14.2 INSURANCE POLICIES. True copies of the insurance policies now in
effect with respect to the owned and leased real properties, businesses,
employees, officers and directors of Crown or the Crown Subsidiaries and with
respect to any Benefit Plan or a fiduciary thereof and the amounts and types of
casualties and contingencies insured against thereunder, including all
amendments and supplements thereto, have been delivered or made available to
Parent.
4.15 TITLE AND CONDITION OF ASSETS. Crown or the Crown Subsidiaries have
sufficient title (subject, in the case of unpatented mining claims located in
the United States, to the paramount title of the United States of America),
applying customary standards in the mining industry, to their operating
properties and properties with proven and probable ore reserves or mineral
resources (other than property as to which Crown or the Crown Subsidiaries are a
lessee, in which case it has a valid leasehold interest) to permit the
exploitation of such reserves and resources, except for such defects in title
that, individually or in the aggregate, would not be reasonably likely to have a
Material Adverse Effect on Crown or the Crown Subsidiaries. Notwithstanding the
foregoing, no representation or warranty is made as to a discovery of valuable
minerals for any unpatented mining claim located in the United States. All real
and tangible personal property of Crown or the Crown Subsidiaries is in
generally good repair and is operational and usable in the operation of Crown or
the Crown Subsidiaries, subject to normal wear and tear and technical
obsolescence, repair, or replacement, except for such property whose failure to
be in such condition would not be reasonably likely to have a Material Adverse
Effect on Crown.
4.16 LABOR RELATIONS. As of the date hereof, no employees of Crown or the
Crown Subsidiaries are covered by any collective bargaining agreement and (a)
there are no representation questions, arbitration proceedings, labor strikes,
slow-downs or stoppages, material grievances, or other labor troubles pending
or, to the Knowledge of Crown, threatened as of the date hereof with respect to
the employees of Crown or the Crown Subsidiaries which would have a Material
Adverse Effect on Crown or the Crown Subsidiaries; and (b) to Crown's Knowledge,
as of the date hereof, there are no present or pending applications for
certification (or equivalent procedure under any applicable Law) of any union as
the exclusive bargaining agent for any employees of Crown or the Crown
Subsidiaries.
4.17 RESERVE REPORTS AND RESERVE ESTIMATES. The reports of proven and probable
reserves of Crown summarized in its report on Form 10-K for the year ended
December 31, 2002, and in its subsequent reports on Form 10-Q were prepared in
all Material respects in accordance with applicable requirements of the Exchange
Act and such reports were, as of their respective dates, in all Material
respects in compliance with the requirements applicable to the presentation of
such reserves in documents filed with the SEC.
4.18 INTELLECTUAL PROPERTY RIGHTS. SECTION 4.18 of the Crown Disclosure
Schedule sets forth all Material trade names, patents, trademark registrations,
service mark registrations, copyright registrations and all pending applications
for and registrations of any of the foregoing, owned by Crown or the Crown
Subsidiaries identified by country in which they have been filed or registered
and with applicable serial or registration numbers (the "Intellectual
Property"). Crown or the Crown Subsidiaries is the owner of all right, title and
interest in and to the Intellectual Property. Crown or the Crown Subsidiaries
have, and will continue to have after the Merger, the exclusive right to use
such Intellectual Property (which, subject to the disclosures in SECTION 4.18 of
the Crown
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Disclosure Schedule, and in combination with any rights of Crown pursuant to
common law or the Crown Contracts, constitutes all Material Intellectual
Property rights necessary for the conduct of its business) and the use thereof
by Crown or the Crown Subsidiaries does not violate or infringe the rights of
any other person, and the transfer to the Surviving Corporation pursuant to the
Merger, will not violate or infringe the rights of any other person. To the
Knowledge of Crown or the Crown Subsidiaries, no other person is infringing the
right of Crown or the Crown Subsidiaries in any such Intellectual Property.
Neither Crown nor the Crown Subsidiaries is in default nor, with the giving of
notice or lapse of time or both, would be in default, under any license to use
such Intellectual Property.
4.19 ACCOUNTS RECEIVABLE. All of the receivables (the "Accounts Receivable")
including accounts receivable, loans receivable and advances of Crown or the
Crown Subsidiaries which are reflected in the Most Recent Balance Sheet and all
such Accounts Receivable which have arisen since the Most Recent Balance Sheet,
have arisen only from bona fide transactions in the ordinary course of business.
SECTION 4.19 of the Crown Disclosure Schedule accurately lists as of September
30, 2002, all Accounts Receivable and, for all Material Accounts Receivable, the
amount owing and the aging of such receivable, the name and last known address
for the party from whom such receivable is owing, and any security in favor of
Crown or the Crown Subsidiaries for the repayment of such receivable which Crown
or the Crown Subsidiaries purport to have. Subject to the reserves shown on the
Most Recent Balance Sheet with respect to the Accounts Receivable which have
been established in accordance with GAAP and in a manner consistent with the
prior practice of Crown, the Accounts Receivable as of September 30, 2003, are
collectible in accordance with their terms. There are no contests, claims,
warranty claims, failure of performance claims, or other asserted claims or
rights of set-off under agreements with obligors of the Accounts Receivable as
of September 30, 2003, relating to the amount or validity of such Accounts
Receivable in excess of $25,000 in the aggregate.
4.20 CAPITALIZED LEASE OBLIGATIONS. Neither Crown nor the Crown Subsidiaries
has any capitalized lease obligations.
4.21 CROWN REORGANIZATION. Crown has satisfied all of its obligations under
the plan of reorganization (the "Plan of Reorganization") dated March 25, 2002,
and all court orders related thereto. There are no outstanding claims
(including, without limitation, any executory, priority or administrative
claims) relating to the Plan of Reorganization.
4.22 CROWN SEC DOCUMENTS Crown has filed all forms, reports and documents with
the SEC required to be filed by it after January 1, 2001, and prior to the date
of this Agreement (the "Crown SEC Documents"). Each Crown SEC Document, as of
its filing date (or if amended, as of the date of its last amendment) complied
as to form in all Material respects with the applicable requirements of the
Securities Act and the Exchange Act, as the case may be. No Crown SEC Document,
as of its filing date (or if amended, as of the date of its last amendment),
contains any untrue statement of a Material fact or omitted to state any
Material fact necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not misleading. None of
the Crown Subsidiaries is required to file any forms, reports, or other
documents pursuant to the Securities Act or the Exchange Act.
ARTICLE V
CONDUCT OF BUSINESS BY CROWN PENDING THE MERGER
5.1 CONDUCT OF BUSINESS BY CROWN PENDING THE MERGER. Crown covenants and
agrees that from the date of this Agreement to the earlier of the Effective Time
or the termination of this Agreement, unless Parent otherwise agrees in writing
or as otherwise contemplated by this Agreement, Crown will cause its business
and the business of the Crown Subsidiaries to be conducted only in the ordinary
course of business or as reasonably necessary to consummate the transactions
contemplated hereby. Without limiting the generality of the foregoing, Crown
covenants and agrees that from the date of this Agreement to the earlier of the
Effective Time or the termination of this Agreement:
5.1.1 BUSINESS RELATIONS. Crown will use its commercially reasonable
efforts to (i) preserve intact the business and organization of Crown and the
Crown Subsidiaries; (ii) keep available to itself and Parent the present
services of the employees of Crown and the Crown Subsidiaries; (iii) pursue, in
a professional and commercially reasonable manner, and in consultation with
Parent, its permitting and licensing efforts with respect to the Buckhorn
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Mountain Project; and (iv) maintain in full force and effect, at the same levels
of coverage, all the currently existing insurance.
5.1.2 CAPITALIZATION. Crown will not (i) sell or pledge or otherwise
encumber any stock owned by it in the Crown Subsidiaries, other than (A) each of
such contractual obligations as set forth on Section 5.1.2 of the Crown
Disclosure Schedule or (B) encumbrances resulting from the application of
Permitted Liens, (ii) amend its, or permit the amendment of the Subsidiaries'
(other than Solitario's) Organizational Documents, (iii) split, combine or
reclassify any shares of its capital stock; (iv) declare, set aside, make or pay
any dividend or other distribution payable in cash, stock or property or any
combination thereof with respect to its capital stock (other than such payments
as may be required under the provisions of the Crown Convertible Notes and the
declaration and payment by Crown of a dividend solely in Solitario common
shares; PROVIDED THAT, Crown shall reserve from such dividend sufficient
Solitario common shares to permit it to meet any contractual obligations Crown
may have), or (v) enter into any agreement, commitment or arrangement with
respect to any of the foregoing. Crown shall make all interest payments with
respect to the Crown Convertible Notes, when due under their terms, in cash.
5.1.3 SELL OR PURCHASE CAPITAL STOCK; MERGERS; JOINT VENTURES. Crown
shall not (i) issue, authorize the issuance of or sell any additional shares of
Crown common stock or other Crown securities, or issue, reissue or grant any
option, warrant, call, commitment, subscription, stock appreciation right, right
to purchase or agreement of any character to acquire any shares of its capital
stock, except for the vesting of Crown Options in accordance with their existing
terms, the exercise of Crown Options and Crown Warrants in accordance with their
terms, or the conversion of outstanding Crown Convertible Notes; (ii) redeem,
purchase or otherwise acquire or offer to acquire, directly or indirectly, any
of its capital stock; (iii) amend or terminate any Material contract, agreement
or license to which it is a party other than in the ordinary course of business
or as reasonably necessary in connection with the transactions contemplated in
this Agreement; (iv) acquire (by merger, consolidation, or acquisition of stock
or assets) any corporation, partnership or other business organization or
division or substantial part thereof; (v) sell, lease, license, transfer,
pledge, mortgage, hypothecate or otherwise dispose of any of its assets other
than in the ordinary course of business, excluding the sale of immaterial assets
of Crown that in the good faith belief of Crown are not necessary to the
operation of its business and except for the distribution of Solitario common
stock to its stockholders; (vi) enter into any joint venture or partnership or
acquire majority ownership of any business entity which involves an investment
by Crown in the aggregate in excess of $25,000; (vii) incur any indebtedness for
borrowed money other than trade payables in the ordinary course of business;
(viii) guarantee any obligation of a third party; (ix) issue any debt
securities; or (x) enter into any contract, agreement, commitment or arrangement
with respect to any of the foregoing.
5.1.4 COMPENSATION. Except in the ordinary course of business and except
as required by existing agreements, neither Crown nor the Crown Subsidiaries
shall grant any increase in compensation or pay or agree to pay or accrue any
bonus or like benefit to or for the credit of any director, officer or employee,
or grant any severance or termination pay (other than pursuant to policies or
agreements of Crown in effect on the date hereof and disclosed in the Crown
Disclosure Schedule) or pay any "excess parachute payment" within the meaning of
Section 280G of the Code to, or enter into any employment, consulting,
compensation, severance, termination or other form of agreement with, any
executive officer, director, employee or independent consultant or advisor,
whether past, present or future. Neither Crown nor the Crown Subsidiaries shall
increase benefits payable under, or broaden eligibility for, their current
severance or termination pay policies, and except as required by applicable Law,
regulations or court order. Neither Crown nor the Crown Subsidiaries shall
adopt, enter into or amend to increase the benefits payable under, or broaden
eligibility for, any Benefit Plan.
5.1.5 ALTERNATIVE TRANSACTION.
5.1.5.1 Crown shall not, directly or indirectly through any of
the Crown Subsidiaries or the respective directors, officers, agents,
representatives, affiliates, stockholders or any other persons acting on
any of their behalf, (a) enter into any transaction with any party other
than Parent relative to a merger or consolidation or any other business
combination or any disposition of the assets of Crown or any interest in
its business, its capital stock or any part thereof or a transaction
comparable or similar to the Merger or that would prevent or materially
impede the Merger (any of the foregoing, an "Alternative Transaction"),
(b) solicit or encourage submission of inquiries, proposals or offers
from any other party relative to an Alternative Transaction; (c) except
in the ordinary course of business or as required by Law, regulation, or
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court order or by agreements existing at the date of this Agreement,
provide information to any other Person regarding Crown or any of the
Crown Subsidiaries (other than Solitario), (d) conduct any discussions or
negotiations regarding, or enter into any agreement, arrangement or
understanding regarding, or approve, recommend or propose publicly to
approve or recommend, an Alternative Transaction, or (e) agree to do any
of the foregoing. Crown shall promptly notify Parent if it receives any
offer, inquiry or proposal or enters into any discussions, including
without limitation, the terms and conditions of any such Alternative
Transaction and the identity of the potential acquirer relating to an
Alternative Transaction and the details thereof, and shall keep Parent
fully informed on an ongoing basis with respect to each such offer,
inquiry, proposal or discussions with any Person. Crown shall provide
Parent with copies of all such offers, inquiries or proposals that are in
writing and all written materials and correspondence relating thereto as
soon as practicable after receipt by Crown. Crown and its Board of
Directors shall not enter into any agreement with respect to, or
otherwise approve or recommend, any Alternative Transaction, unless
SECTION 5.1.5.4 of this Agreement has been complied with.
5.1.5.2 Notwithstanding anything to the contrary in this
Agreement, in response to an unsolicited offer, inquiry or proposal from
any Person with respect to an Alternative Transaction, Crown (and its
directors, officers, agents, representatives, affiliates, stockholders
and other persons acting on its behalf) may (a) participate in
discussions or negotiations with, review information from, and, subject
to compliance with Section 5.1.5.4, furnish non-public information to any
third party that has made such offer, inquiry or proposal relative to an
Alternative Transaction and/or (b) approve or accept an unsolicited
Alternative Transaction and may make or authorize any statement,
recommendation or solicitation in support of an unsolicited Alternative
Transaction, in each case only if Crown's Board of Directors determines
in good faith: (i) that, in the case of subclause (a), such Alternative
Transaction proposal is or is reasonably likely to be or become, or, in
the case of subclause (b), such Alternative Transaction proposal is more
favorable to Crown and its shareholders than the transactions
contemplated by this Agreement; and (ii) following consultation with
outside legal counsel, that the failure to participate in such
discussions or negotiations, review such information or furnish such
information regarding, or approve or accept, the Alternative Transaction
would violate the fiduciary duties under applicable Law (any such
Alternative Transaction as to which such a determination has been made
being herein referred to as a "Superior Proposal"); provided, however,
that Crown shall, prior to providing such information or participating in
such discussions, advise Parent that Crown will do so.
5.1.5.3 Crown shall immediately cease and cause to be terminated
any existing discussions or negotiations with any Person (other than
Parent) conducted heretofore with respect to any of the foregoing. Crown
agrees not to release any third party from the confidentiality and
standstill provisions of any agreement to which Crown is a party, other
than agreements with Crown's customers and suppliers entered into in the
ordinary course of business.
5.1.5.4 If Crown proposes to enter into a definitive agreement
in connection with a Superior Proposal, it shall first provide Parent
with the details thereof (including a copy of all written agreements,
correspondence and other documents relating thereto) and a reasonable
period of time (which shall not be less than two (2) business days)
during which Parent may propose changes to the transaction provided for
by this Agreement. Crown may not furnish any of its non-public
information to a potential party to a Superior Proposal unless it has
previously furnished or provided access to, or promptly thereafter
furnishes or provides access to, such information to Parent.
5.1.5.5 Crown shall ensure that the officers and directors of
Crown and the Crown Subsidiaries, and any investment banker, attorney or
other advisor or representative retained by Crown or any of the Crown
Subsidiaries, or providing services to Crown or any of the Crown
Subsidiaries, in connection with the transactions contemplated hereby are
aware of the restrictions described in this SECTION 5.1.5 and shall
direct such Persons to comply therewith.
5.1.6 VIOLATION OF LAW. Crown shall not take any action which violates
any statute, code, ordinance, rule, regulation, judgment, order, writ, arbitral
award, injunction or decree of any court, governmental agency or body or
arbitrator, domestic or foreign, having jurisdiction over its properties which
would have a Material Adverse Effect.
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5.1.7 BOOKS AND RECORDS. Crown shall maintain its books, accounts and
records in accordance with GAAP and, except as otherwise required by GAAP, on a
basis consistent with the Most Recent Financial Statements. Crown shall not make
any change in any method of accounting or accounting practice, or any change in
the method used in allocating income, charging costs or accounting for income,
except as may be required by law, regulation or GAAP.
5.1.8 TAXES. Crown will not (i) incur, pay or be subject to any
obligation to make any payment of, or in respect of, any Tax on or before the
Effective Time, except in the ordinary course of business or (ii) agree to
extend or waive any statute of limitations on the assessment or collection of
any Tax.
5.1.9 PAYMENT OF LIABILITIES. Crown shall pay or discharge its current
liabilities and accounts payable and properly accrue or provide for deferred
liabilities in the ordinary course of business consistent with past practice,
except for such liabilities as may be subject to a good faith dispute or
counterclaim and for which adequate reserves have been established.
5.1.10 COLLECTION OF ACCOUNTS RECEIVABLE. Crown shall use reasonable
commercial efforts to collect its accounts receivable in the ordinary course of
business consistent with past practice. Crown shall not factor or sell or agree
to factor or sell its accounts receivable or any portion thereof.
5.1.11 VENDORS AND SUPPLIERS. Crown shall not change or agree to change
any Material terms with any of its vendors or suppliers except in the ordinary
course of business. Crown shall pay all liabilities to vendors and suppliers in
the ordinary course of business consistent with past practice.
5.1.12 PAYROLL. Except as may be required by Law, Crown shall not make
any Material change in its payroll and payroll tax payment practices.
5.1.13 CAPITAL EXPENDITURES. Crown shall not make any capital
expenditures in excess of $500,000 in the aggregate per calendar quarter.
5.2 PROCESSING OF REQUESTS FOR CONSENT. If Crown wishes to seek the consent
of Parent to any activity requiring such consent pursuant to SECTION 5.1, it
shall request such consent by written notice to Brian W. Penny, the Chief
Financial Officer of Parent. Parent shall use reasonable efforts to cause a
decision with respect to such consent to be made and communicated to Crown as
soon as practical and, in any event, within five business days following receipt
of such notice.
ARTICLE VI
ADDITIONAL AGREEMENTS
6.1 REGISTRATION STATEMENT. As promptly as practicable after the execution of
this Agreement, Parent and Crown shall prepare and file with the SEC a
registration statement on Form F-4 (the "Registration Statement"), which will
include a proxy statement for the solicitation of proxies by Crown in connection
with the approval of the Merger by the Crown stockholders (the "Proxy
Statement/Prospectus"). Each of Parent and Crown shall use its commercially
reasonable efforts to cause the Registration Statement to be declared effective
by the SEC as promptly as practicable, and shall take any action required to be
taken under any applicable federal or state securities laws in connection with
the issuance of Kinross Common Shares in the Merger and the solicitation of
proxies for the Crown Stockholders' Meeting. Each of Parent and Crown shall
furnish to the other all information concerning it and the holders of its
capital stock as the other may reasonably request in connection with such
registration statement. As promptly as practicable after the Registration
Statement shall have been declared effective by the SEC, Crown shall comply with
all applicable requirements of the Exchange Act, rules and regulations
thereunder, and the Washington Act necessary to notice and hold the Crown
Stockholders' Meeting. The Proxy Statement/Prospectus shall include the Crown
Recommendation, unless such recommendation shall have been withdrawn as a result
of a Superior Proposal or as the Board of Directors, after consultation with
outside legal counsel, determines is required by the fiduciary duties of the
Crown Board of Directors. The information supplied by Crown or Parent, as the
case may be, for inclusion in the Registration Statement shall not, at the time
the Proxy Statement/Prospectus is mailed to the
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stockholders of Crown, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein not misleading. Crown hereby consents to the use
of the information it provides for inclusion in the Registration Statement or
contained in Crown's periodic reports filed with the SEC in any filing Kinross
is obligated to make or makes under the provisions of Canadian securities Laws.
If at any time prior to the Effective Time any event or circumstance relating to
Crown or any of its affiliates, or its or their respective officers or
directors, is discovered by Crown or Parent, as the case may be, that should be
set forth in a supplement or an amendment to the Proxy Statement/Prospectus,
such party shall promptly inform the other thereof in writing. All documents
that Crown or Parent, as the case may be, is responsible for filing with the SEC
in connection with the transactions contemplated herein shall comply as to form
in all material respects with the applicable requirements of the Securities Act
and the rules and regulations thereunder and the Exchange Act and the rules and
regulations thereunder.
6.2 CONVERSION OF OUTSTANDING CROWN CONVERTIBLE NOTES. Crown agrees to use
its commercially reasonable efforts to (i) obtain the necessary approval of the
holders of the outstanding Crown Convertible Notes to amend the terms of such
Crown Convertible Notes; (ii) obtain the necessary agreement of each of the
holders of such Crown Convertible Notes; or (iii) to call the Crown Convertible
Notes for redemption, in any event, so that all of the outstanding Crown
Convertible Notes are redeemed or are converted into Crown Common Shares prior
to the Effective Time.
6.3 FILINGS BY SOLITARIO. Crown agrees to use its commercially reasonable
efforts to cause Solitario to make all filings and obtain all regulatory
approvals required by the Securities Act, the Exchange Act, and Canadian
securities Laws in connection with the distribution by Crown of the Solitario
Common Stock to the stockholders of Crown. Such filings shall be prepared by and
made at the expense of Solitario. Crown shall cooperate in providing all
information to Solitario necessary to complete such filings.
6.4 ACCESS AND INFORMATION. Crown hereby covenants and agrees that it will
afford to Parent and its representatives full access during normal business
hours throughout the period prior to the Effective Time to all of its properties
upon reasonable prior notice and shall use reasonable efforts to make its
directors, management, other employees and authorized representatives (including
counsel and independent public accountants) available to confer with Parent and
its authorized representatives (provided that Parent shall give the Chief
Executive Officer of Crown reasonable notice) and, during such period, Crown
will (i) make available all papers and records of Crown relating to the assets,
properties, operations, obligations and liabilities of Crown, including but not
limited to, all books of account (including the general ledger), tax records and
returns, title documents, minute books of directors', committees' and
stockholders' meetings, mining plans or permitting applications or strategies
(other than documents relating to the consideration by Crown of the transactions
contemplated by this Agreement), Organizational Documents, Crown Contracts,
filings with and communications from any regulatory authority, accountants' work
papers, litigation files, plans affecting employees, and any other business
activities or prospects as Parent may from time to time reasonably request and
that Crown has, and (ii) promptly furnish to Parent all other information
concerning its business, properties and personnel as Parent may reasonably
request. Throughout the period prior to the Effective Time, Crown will cause one
or more of its designated representatives to be available to confer on a regular
and frequent basis with representatives of Parent and to report the general
status of the ongoing operations of Crown.
6.5 REGULATORY APPROVALS. Parent, Purchaser and Crown shall make all filings
and requests for approval with any and all Governmental Entities as may be
necessary to permit or give effect to the transactions contemplated by this
Agreement.
6.6 ADDITIONAL AGREEMENTS; FURTHER ASSURANCES. Subject to the terms and
conditions herein provided, each of the parties hereto agrees to use
commercially reasonable efforts to take, or cause to be taken, all actions and
to do, or cause to be done, all things necessary, proper or advisable on the
part of such party, to consummate and make effective the transactions
contemplated by this Agreement at the earliest practicable date, including using
its commercially reasonable efforts to obtain all required consents, approvals,
waivers, exemptions, amendments and authorizations, give all notices, and make
or effect all filings, registrations, applications, designations and
declarations; and each party shall cooperate fully with the other (including by
providing any necessary information) with respect to the foregoing. Crown and
Parent each will make commercially reasonable efforts to conduct its business so
that its representations and warranties shall be true and correct at the
Effective Time (except those
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representations and warranties which are expressly limited to some other date,
or actions contemplated or permitted hereby) with the same force and effect as
if such representations and warranties were made anew at and as of the Effective
Time. Each party shall give prompt written notice to the other of (i) the
occurrence or failure to occur of any event which occurrence or failure has
caused or could reasonably be expected to cause any representation or warranty
of Crown or Parent as the case may be, contained in this Agreement to be untrue
or inaccurate at any time from the date hereof to the Effective Time or that
will result in the failure to satisfy any of the conditions specified in Article
VII and (ii) any failure of Crown or Parent as the case may be, to comply with
or satisfy any covenant, condition or agreement to be complied with or satisfied
by it hereunder.
6.7 PUBLICITY. So long as this Agreement is in effect, neither Crown nor
Parent will, prior to the Effective Time, issue, or permit to be issued any
press release or other announcement or public disclosure of matters related to
this Agreement or the transactions contemplated hereby without the prior consent
of the other party, except as may be required by applicable Law, court process
or by obligations pursuant to any listing agreement with NYSE or the TSX.
6.8 TAX TREATMENT. Each party hereto shall use all reasonable efforts to
cause the Merger to qualify, and shall not take, and shall use all reasonable
efforts to prevent any affiliate of such party from taking, any actions that
could prevent the Merger from qualifying, as a reorganization within the meaning
of Section 368(a) of the Code. Nothing herein shall preclude Parent from
transferring its ownership of Crown to another Subsidiary of Parent that is
"controlled" by Parent within the meaning of Code Section 368(a)(2)(c).
6.9 INDEMNIFICATION. Notwithstanding anything in this Agreement to the
contrary, including SECTION 1.5, the Merger shall not diminish or otherwise
adversely affect the rights of the current and former directors and officers of
Crown (each an "Indemnified Party") under Articles XII and XIII of the Articles
of Amendment of the Restated Articles of Incorporation of Crown and under
Article Eleven of the Bylaws of Crown (collectively the "Indemnification
Provisions"). The Surviving Corporation and the Parent assume and shall be
jointly and severally liable for all obligations of Crown under the
Indemnification Provisions for any "proceeding" (as defined in Section 11-1 of
the Bylaws of Crown) that arises with respect to an Indemnified Party within six
(6) years after the Effective Time. Each Indemnified Party shall have the right
to enforce his rights under the Indemnification Provisions directly against the
Surviving Corporation and/or the Parent, with respect to each such proceeding.
The Surviving Corporation and the Parent agree that, notwithstanding the terms
of Section 11-3 of the Bylaws of Crown, in all proceedings not brought by the
Surviving Corporation and/or Parent, the Surviving Corporation and Parent shall
not have the right by resolution of the Board of Directors or other corporate
action to withhold the advancement of expenses to an Indemnified Party, and that
such right to the advancement of expenses shall be subject only to the
Indemnified Party's delivery of the undertaking described in Section 11-3 of the
Bylaws of Crown. This SECTION 6.9 (i) is intended to be for the benefit of, and
shall be enforceable by, each Indemnified Party and his heirs and personal
representatives, (ii) shall be binding on the Surviving Corporation and the
Parent and their respective successors and assigns, and (iii) shall survive the
Merger and Effective Time.
6.10 RULE 145 AFFILIATES. Prior to the Effective Time, Crown shall cause to be
delivered to Parent a list identifying all persons who are, at the time of the
Crown Stockholders' Meeting, deemed to be an affiliate (as defined in the
Securities Act) of Crown. Crown shall use its reasonable efforts to cause each
person who is identified as a possible Securities Act Affiliate to enter into,
prior to the Effective Time, an agreement in the form attached hereto as Exhibit
6.10 pursuant to which each such Person acknowledges its responsibilities as
such an affiliate.
6.11 TAX REPRESENTATION LETTERS. For purposes of the tax opinion described in
SECTION 7.2.4 of this Agreement, each of Crown, Parent, and Purchaser shall
provide representation letters reasonably customary in scope and substance, each
dated as of the date that is two business days prior to the date the Proxy
Statement/Prospectus is mailed to shareholders of Crown and reissued as of the
Closing Date.
6.12 CROWN OPTIONS. The Crown Board of Directors, in a timely fashion, shall
select the alternative set forth in paragraph 10.2-3 of the Crown 2002 Stock
Incentive Plan so that all Crown Options shall be exercised or shall terminate
prior to the Effective Time.
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ARTICLE VII
CONDITIONS
7.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE MERGER. The
respective obligations of each party to effect the Merger shall be subject to
the following conditions, except, to the extent permitted by applicable Law, as
such condition may be waived in writing pursuant to SECTION 7.5 by the joint
action of Parent and Crown:
7.1.1 REGISTRATION STATEMENT. The Registration Statement shall have been
declared effective by the SEC and Parent shall have received all other
authorizations necessary under applicable securities laws to consummate the
transactions contemplated by this Agreement.
7.1.2 APPROVAL OF CROWN STOCKHOLDERS. Crown shall have obtained all
approvals of holders of shares of capital stock of Crown necessary to approve
and adopt the Merger, this Agreement and all the transactions contemplated
hereby to the extent required by the Washington Act.
7.1.3 INJUNCTION; COMPLIANCE WITH LAW. No preliminary or permanent
injunction or other order by any foreign court having appropriate jurisdiction
or of any federal or state court preventing consummation of the Merger having
been issued and continuing in effect, and the Merger and the other transactions
contemplated hereby not being prohibited under any applicable Law.
7.1.4 LEGAL PROCEEDINGS. No Law or injunction shall have been enacted,
entered, promulgated or enforced by any Governmental Entity which prohibits,
restrains, enjoins or restricts the consummation of the Merger or litigation
instigated which seeks to prohibit, restrain, enjoin, or restrict the
consummation of the Merger.
7.1.5 REGULATORY APPROVALS. All approvals, consents, or authorizations
of any governmental entity or other regulatory body having jurisdiction over the
matter, including, but not limited to, the NYSE and the TSX, required as a
condition of the consummation of the transactions contemplated herein shall have
been received and shall not have been rescinded; and neither Crown nor Parent
shall have received written notice from any such entity that it is conducting
any review or investigation to determine whether any such approval, consent, or
authorization should be withdrawn or Materially modified.
7.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF CROWN. The obligations of Crown
to effect the Merger and the other transactions contemplated hereby are also
subject the satisfaction at or prior to the Closing Date of the following
conditions, any or all of which may be waived in writing by Crown, in whole or
in part, to the extent permitted by applicable law.
7.2.1 REPRESENTATIONS AND WARRANTIES. Each of the representations and
warranties of Parent and Purchaser contained in this Agreement shall be true and
correct as of the Closing Date as though made on and as of the Closing Date
(except to the extent such representations and warranties specifically relate to
an earlier date, in which case such representations and warranties shall be true
and correct as of such earlier date). Crown shall have received a certificate of
the President and the Chief Financial Officer of Parent, dated the Closing Date,
to such effect.
7.2.2 AGREEMENTS AND COVENANTS. Parent and Purchaser shall each have
performed or complied, in all Material respects, with all agreements and
covenants required by this Agreement to be performed or complied with by it on
or prior to the Closing Date. Crown shall have received a certificate of the
President and the Chief Financial Officer of Parent and Purchaser, dated the
Closing Date, to such effect.
7.2.3 MATERIAL ADVERSE CHANGE. Since the date of this Agreement, there
shall have been no change, occurrence, or circumstance in the current or future
business, assets, liabilities, financial condition, or results of operations of
Parent and its consolidated subsidiaries having, or reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Parent, viewed on
a consolidated basis.
7.2.4 TAX OPINION. Crown shall have received the written opinion of Parr
Waddoups Brown Gee & Loveless, dated the Closing Date, to the effect that: (a)
the Merger will constitute a reorganization
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within the meaning of Section 368(a) of the Code; (b) Parent, Purchaser, and
Crown will constitute parties to the reorganization within the meaning of
Section 368(b) of the Code; and (c) for United States federal income tax
purposes no gain or loss will be recognized by the holders of Crown Common Stock
or Crown Warrants upon receipt of shares of Kinross Common Shares in the Merger
in exchange for such Crown Common Stock or Crown Warrants, except for any cash
received in lieu of a fractional share interest in the Kinross Common Shares;
and (d) Crown Shareholders will not recognize taxable gain under Section 367(a)
of the Code as a result of the Merger; and such opinion shall not have been
withdrawn or modified. Counsel may rely on representations from the parties and
appropriate assumptions in rendering its opinion.
7.2.5 APPROVALS AND CONSENTS. Parent shall have obtained any consents
from third parties necessary to consummate the transactions contemplated hereby
without Material Adverse Effect on the business or financial condition of
Parent.
7.2.6 OPINION OF FINANCIAL ADVISOR. The financial advisor of Crown,
Haywood Securities Inc. of Toronto, Ontario, has delivered to the Board of
Directors of Crown a written opinion to the effect that the Exchange Ratio is
fair from a financial point of view to the shareholders of Crown.
7.3 ADDITIONAL CONDITIONS TO OBLIGATIONS OF PARENT AND PURCHASER. The
obligations of Parent and Purchaser to effect the Merger and the other
transactions contemplated hereby are also subject to the satisfaction at or
prior to the Closing Date of the following conditions, any or all of which may
be waived in writing by Parent and Purchaser, in whole or in part, to the extent
permitted by applicable law.
7.3.1 REPRESENTATIONS AND WARRANTIES. Each of the representations and
warranties of Crown contained in this Agreement shall be true and correct as of
the Closing Date as though made on and as of the Closing Date (except to the
extent such representations and warranties specifically relate to an earlier
date, in which case such representations and warranties shall be true and
correct as of such earlier date). Parent and Purchaser shall have received a
certificate of the President and the Chief Financial Officer of Crown, dated the
Closing Date, to such effect.
7.3.2 AGREEMENTS AND COVENANTS. Crown shall have performed or complied,
in all Material respects, with all agreements and covenants required by this
Agreement to be performed or complied with by it on or prior to the Closing
Date. Parent and Purchaser shall have received a certificate of the President
and the Chief Financial Officer of Crown, dated the Closing Date, to such
effect.
7.3.3 MATERIAL ADVERSE CHANGE. Since the date of this Agreement, there
shall have been no change, occurrence, or circumstance in the current or future
business prospects, assets, liabilities, financial condition or results of
operations of Crown or any of the Crown Subsidiaries having, or reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
the business, properties, or prospects of Crown, including any action taken, or
any statute, rule, regulation, or order enacted, entered, or enforced by any
Governmental Entity in connection with the grant or denial of a regulatory
approval necessary, in the reasonable business judgment of Parent and Purchaser,
to the continuing operation of the current or future business of Crown which, in
the reasonable business judgment of Parent and Purchaser, would be materially
burdensome in the context of the transactions contemplated by this Agreement.
Parent and Purchaser shall have received a certificate of the President and the
Chief Financial Officer of Crown, dated the Closing Date, to such effect. For
the purpose of this Agreement, changes in gold prices do not, by themselves,
constitute a change having a Material Adverse Effect.
7.3.4 DISSENTER RIGHTS. The number of shares of Crown Common Stock for
which valid Dissenter Notices have been provided and remain outstanding
immediately prior to the effectiveness of the Merger does not exceed 5% of the
issued and outstanding Crown Common Stock immediately prior to the Effective
Time.
7.3.5 DISTRIBUTION OF SOLITARIO COMMON STOCK. The distribution of the
Solitario Common Stock to the shareholders of Crown, if any, has been completed
in accordance with applicable United States and Canadian securities and
corporate laws in a method reasonably satisfactory to Parent and Purchaser.
7.3.6 APPROVALS AND CONSENTS. Crown shall have obtained any consents
from third parties necessary to consummate the transactions contemplated hereby
without Material Adverse Effect on the business or financial condition of Crown.
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7.3.7 REDEMPTION OR CONVERSION OF THE CROWN CONVERTIBLE NOTES. All of
the Crown Convertible Notes shall have been converted into shares of Crown
Common Stock or redeemed prior to the Effective Time.
7.3.8 CROWN OPTIONS. All of the Crown Options shall have been exercised
or terminated prior to the Effective Time.
ARTICLE VIII
TERMINATION AND WAIVER
8.1 TERMINATION. This Agreement may be terminated at any time prior to the
Effective Time, whether before or after approval by the Crown Stockholders:
8.1.1 BY MUTUAL AGREEMENT. By mutual written agreement o8f Parent and
Crown.
8.1.2 BY PARENT OR CROWN. By either Parent or Crown, if:
8.1.2.1 the consummation of the Merger has not occurred by June
30, 2004, provided that the party seeking to terminate this Agreement
pursuant to this clause has not breached in any Material respect its
obligations under this Agreement in any manner that has contributed to
the failure of the consummation of the Merger on or before the such date;
8.1.2.2 there is any Law that prohibits or makes the
consummation of the Merger illegal, or if an order, decree, ruling,
judgment or injunction has been entered by a Governmental Entity of
competent jurisdiction permanently restraining, enjoining or otherwise
prohibiting the Merger and such order, decree, ruling, judgment or
injunction has become final and non-appealable; or
8.1.2.3 at the Crown Stockholders' Meeting (including any
adjournment or postponement thereof), Crown Stockholder Approval has not
been obtained, if required by applicable Law, unless such failure to
obtain Crown Stockholder Approval is the result of a Material breach of
this Agreement by the party seeking to terminate this Agreement.
8.1.3 BY CROWN. By Crown, if:
8.1.3.1 (A) the representations and warranties of Parent and/or
Purchaser contained in Article III of this Agreement fail to be true and
correct in any Material respect (or if the representation or warranty
already is qualified as to Materiality, shall fail to be true and correct
as so qualified) either (x) as of the date referred to in any
representation or warranty that addresses matters as of a particular date
or (y) as to all other representations and warranties, as of the date of
determination, or (B) Parent or Purchaser Materially breaches or
Materially fails to perform its covenants and other agreements contained
herein; provided that, in each of the foregoing clauses (A) and (B), such
breach or failure cannot be or has not been cured in all Material
respects within ten (10) days after Crown's written notice thereof to
Parent or Purchaser; or
8.1.3.2 Crown's Board of Directors has withdrawn the Crown
Recommendation or has recommended or entered into a definitive agreement
with respect to a Superior Proposal.
8.1.4 BY PURCHASER AND PARENT. By Purchaser and Parent, if:
8.1.4.1 (A) the representations and warranties of Crown
contained in Article IV of this Agreement fail to be true and correct in
any Material respect (or if the representation or warranty already is
qualified as to Materiality, shall fail to be true and correct as so
qualified) either (x) as of the date referred to in any representation or
warranty that addresses matters as of a particular date or (y) as to all
other representations and warranties, as of the date of determination, or
(B) Crown Materially breaches or Materially fails to perform its
covenants and other agreements contained herein; provided that, in each
of
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the foregoing clauses (A) and (B), such breach or failure cannot be or
has not been cured in all Material respects within ten (10) days after
Parent's written notice thereof to Crown; or
8.1.4.2 Crown's Board of Directors has withdrawn the Crown
Recommendation or has recommended or entered into a definitive agreement
with respect to a Superior Proposal.
8.2 EFFECT OF TERMINATION. If any party terminates this Agreement pursuant to
SECTION 8.1 above, all rights and obligations of the parties hereunder will
terminate without any liability of any party to any other party, except for any
liability of any party as a result of that party's breach, provided that the
provisions of this Article VIII and Article IX will remain in full force and
effect and survive any termination of this Agreement.
8.3 FEES AND EXPENSES. Except as set forth in SECTION 8.4, all fees and
expenses incurred in connection with the transactions contemplated hereby will
be paid by the party incurring such expenses, whether or not the Merger is
consummated.
8.4 TERMINATION FEE AND EXPENSE REIMBURSEMENT. Notwithstanding any other
provision of this Agreement, in the event that Crown does not consummate the
transactions contemplated by this Agreement as a result of entering into any
agreement resulting from a Superior Proposal within six months of the date of
this Agreement, then Crown shall (i) pay to Parent a fee of $2,000,000 (the
"Termination Fee"), and (ii) reimburse Parent for its documented, reasonable
third-party, out-of-pocket expenses in connection with the transactions
contemplated by this Agreement (the "Expense Reimbursement"). Notwithstanding
the foregoing, if a court having jurisdiction of the matter should finally
determine that either the Termination Fee or the Expense Reimbursement is not
permissible, or is in excess of the amount permissible under applicable Law,
then the full amount determined by the court to be permissible under applicable
Law shall be paid to Parent.
8.5 OTHER TERMINATION FEE AND EXPENSE REIMBURSEMENT MATTERS. Crown shall make
all payments required by SECTION 8.4 promptly (and in any event within five (5)
business days of receipt by Crown of written notice from Parent) by wire
transfer of immediately available funds to an account designated by Parent in
writing. Crown acknowledges that the agreements regarding the Termination Fee
and Expense Reimbursement contained in this Agreement are an integral part of
the transactions contemplated hereby, and that in the absence of such
agreements, Parent and Purchaser would not have entered into this Agreement.
8.6 WAIVER. At any time, the parties hereto may (i) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto or (iii) except as
prohibited by law, waive compliance with any of the agreements or conditions
contained herein the benefit of which such party or its stockholders is entitled
to. Any agreement on the part of a party hereto to any such extension or waiver
shall be valid if set forth in an instrument in writing signed on behalf of such
party.
8.7 CONFIDENTIALITY. All information obtained by Parent pursuant to this
Agreement shall be kept confidential in accordance with the Confidentiality
Agreement. Notwithstanding anything to the contrary in this Agreement or in the
Confidentiality Agreement, however, Crown, Parent, and Purchaser (and each
affiliate and person acting on behalf of Crown, Parent, and Purchaser) agree
that each of them (and each employee, representative, and other agent of such
Person) may disclose to any and all Persons, without limitation of any kind, the
tax treatment and tax structure of the Merger (and any related transactions) and
all materials of any kind (including opinions or other tax analyses) provided to
such Person relating to such tax treatment and tax structure, except to the
extent necessary to comply with any applicable federal or state securities laws.
ARTICLE IX
GENERAL PROVISIONS
9.1 NOTICES. No notice or other communication shall be deemed given unless
sent in any of the manners, and to the attention of the persons, specified in
this SECTION 9.1. All notices and other communications hereunder shall be in
writing and shall be deemed given or delivered to any party (i) upon delivery to
the address of such party specified below if delivered personally, (ii) one
business day after being sent by reputable overnight courier (charges prepaid)
or (iii) five business days after being sent by registered or certified mail
(return receipt requested), in any
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case to the parties at the following addresses or telecopy numbers (followed
promptly by personal, courier or certified or registered mail delivery) (or at
such other addresses for a party as will be specified by like notice):
9.1.1 TO PARENT OR PURCHASER:
Kinross Gold Corporation
52nd Floor Scotia Plaza
40 King Street West
Toronto, Ontario Canada M5H 3Y2
Telephone: (416) 365-5123
Facsimile: (416) 363-6622
with a copy to:
Keith L. Pope
Parr Waddoups Brown Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, Utah 84111-1537
Telephone: (801) 531-7840
Facsimile: (801) 532-7750
9.1.2 To Crown:
Crown Resources Corporation
4251 Kipling Street, Suite 390
Wheat Ridge, Colorado 80033
Telephone: (303) 534-1030
Facsimile: (303) 534-1809
with a copy to:
John J. Halle
Stoel Rives LLP
900 S.W. Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
Telephone: (503) 224-3380
Facsimile: (503) 220-2480
9.2 SPECIFIC PERFORMANCE AND OTHER REMEDIES. The parties hereto acknowledge
that the rights of each party to consummate the transactions contemplated hereby
are special, unique and of extraordinary character, and that, in the event that
any party violates or fails or refuses to perform any covenant or agreement made
by it herein, the non-breaching party may be without an adequate remedy at law.
The parties agree, therefore, that in the event that any party violates or fails
or refuses to perform any covenant or agreement made by such party herein, the
non-breaching party or parties may, subject to the terms of this Agreement and
in addition to any remedies at Law for damages or other relief, institute and
prosecute an action in any court of competent jurisdiction to enforce specific
performance of such covenant or agreement or seek any other equitable relief.
The prevailing party in any proceeding shall be entitled to reimbursement for
all its costs and expenses (including reasonable attorneys' fees) relating to
such proceeding from the non-prevailing party.
9.3 INTERPRETATION. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
9.4 MISCELLANEOUS. This Agreement (including the documents and instruments
referred to herein) (i) subject to that certain Mutual Nondisclosure Agreement,
dated October 7, 2003 between Parent and Crown, constitutes the entire agreement
between the parties hereto in respect of the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
among the parties hereto with respect to such subject matter,
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(ii) is not intended to confer upon any other person any rights or remedies
hereunder, (iii) shall be governed in all respects, including validity,
interpretation and effect, by the internal law, not the law of conflicts, of the
State of Washington and (iv) may not be amended, modified or supplemented except
by written agreement of the parties hereto. This Agreement may be executed in
two or more counterparts each of which shall be deemed an original but all of
which together shall constitute but a single agreement. The term "person" as
used herein shall mean any individual, partnership, corporation, limited
liability company, trust or other entity.
9.5 ASSIGNMENT. This Agreement (including the documents and instruments
referred to herein) may not be assigned by any party. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
permitted successors and assigns, and any reference to a party hereto shall also
be a reference to a permitted successor or assign.
9.6 LANGUAGE. The language used in this Agreement shall be deemed to be the
language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction shall be applied against any person.
9.7 SEVERABILITY. Any provision hereof which is prohibited or unenforceable
in any jurisdiction will, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by law, the parties hereto waive any
provision of Law which renders any such provision prohibited or unenforceable in
any respect.
9.8 NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the
representations and warranties of the parties contained in this Agreement shall
terminate as of the Effective Time.
ARTICLE X
DEFINITIONS
As used in the Agreement, the terms below shall have the meanings set forth
below.
"Accounts Receivable" is defined in SECTION 4.19.
"Affiliate" shall mean any person (i) that directly or indirectly, through one
or more intermediaries, controls or is controlled by, or is under common control
with, an other person, (ii) that directly or beneficially owns or holds ten
percent (10%) or more of any equity interest in the other person or (iii) ten
percent (10%) or more of whose voting stock is owned directly or beneficially or
held by the other person.
"Affiliated Group" shall have the meaning ascribed to it under Section 1504(a)
of the Code.
"Alternative Transaction" is defined in SECTION 5.1.5.1.
"Articles of Merger" is defined in SECTION 1.3.
"Average Closing Price" is defined in SECTION 2.2.3.
"Benefit Plans" is defined in SECTION 4.8.1.
"Capitalized Lease Obligations" shall mean all obligations or liabilities
created or arising under any capitalized lease of real or personal property, or
conditional sale or other title retention agreement, whether or not the rights
and remedies of the lessor, seller or lender thereof are limited to repossession
of the property giving rise to such obligations or liabilities.
"Certificate" is defined in SECTION 2.1.
"Change in Control Benefit" is defined in SECTION 4.8.1.
"Closing" is defined in SECTION 1.2.
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"Closing Date" is defined in SECTION 1.2.
"Code" shall mean the United States Internal Revenue Code of 1986, as amended.
"Constituent Corporations" is defined in the Preamble.
"Crown" is defined in the Preamble.
"Crown Common Stock" shall mean the shares of common stock of Crown.
"Crown Contracts" shall mean any agreement, written or oral, to which Crown or
the Crown Subsidiaries are a party or by which Crown or the Crown Subsidiaries
are bound or to which the assets of Crown or the Crown Subsidiaries are subject.
"Crown Convertible Notes" is defined in SECTION 4.2.2.
"Crown Disclosure Schedule" shall mean the schedule delivered by Crown to Parent
simultaneously with the execution and delivery of this Agreement.
"Crown Option" and "Crown Options" are defined in SECTION 4.2.4.
"Crown Permits" is defined in SECTION 4.11.
"Crown Recommendation" is defined in SECTION 4.3.1.
"Crown Stockholder" shall mean a holder of shares of Crown Common Stock.
"Crown Stockholder Approval" shall mean the approval of the Merger, this
Agreement and the transactions contemplated hereby by the Crown Stockholders in
accordance with the Organizational Documents of Crown and the Washington Act.
"Crown Stockholders' Meeting" is defined in SECTION 5.2.1.1.
"Crown Stockholders' Notice" shall mean the notice of the Crown Stockholders'
Meeting including the proxy card and letter of transmittal in the form to be
delivered to the Crown Stockholders in connection with the Crown Stockholder
Approval of this Agreement and the Merger.
"Crown Subsidiaries" is defined in Section 4.1; PROVIDED, HOWEVER, such term
does not include Solitario as one of the Crown Subsidiaries.
"Crown Warrant" is defined in SECTION 4.2.3.
"Dissenter" has the meaning set forth in Section 13.010(2) of the Washington
Act.
"Dissenter Notice" shall mean a notice described in Section 13.210 of the
Washington Act.
"DOJ" shall mean the United States Department of Justice.
"Effective Time" is defined in SECTION 1.3.
"Environmental Law" shall mean any and all existing federal, international,
state or local statutes, laws, regulations, ordinances, orders, policies, or
decrees and the like, relating to public health or safety, pollution or
protection of human health or the environment, including natural resources,
including but not limited to the Clean Air Act, 42 U.S.C. ' 7401 ET SEQ., the
Clean Water Act, 33 U.S.C. ' 1251 ET SEQ., the Resource Conservation Recovery
Act ("RCRA"), 42 U.S.C. ' 6901 ET SEQ., the Toxic Substances Control Act, 15
U.S.C. ' 2601 ET SEQ., and the
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Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"),
42 U.S.C. ' 9601 ET SEQ. and any similar or implementing state or local law, or
any common law, which governs: (i) the existence, clean-up, removal and/or
remedy of contamination or threat of contamination on or about real property;
(ii) the emission, discharge or Release, of Hazardous Materials or contaminants
into the environment; (iii) the control of Hazardous Materials or contaminants;
or (iv) the use, generation, transport, treatment, storage, disposal, removal,
recycling, handling or recovery of Hazardous Materials.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.
"ERISA Affiliate" shall mean any Person which is or was treated as a single
employer with Crown (or otherwise aggregated with Crown) under Sections 414(b),
414(c), 414(m) or 414(o) of the Code.
"Exchange Act" is the Securities Exchange Act of 1934, as amended.
"Exchange Agent" is defined in SECTION 2.1.
"Exchange Ratio" is defined in SECTION 1.8.1.
"Financial Statements" is defined in SECTION 4.4.1.
"GAAP" shall mean the United States generally accepted accounting principles.
"Governmental Entities" shall mean, collectively, any court, tribunal,
arbitrator, authority, agency, commission, official or other instrumentality of
the United States, any foreign country or any state, county, city or other
political subdivision.
"Hazardous Materials" shall mean any material or substance: (i) which is now
defined as a "hazardous substance," "pollutant," "contaminant," "hazardous
material," "hazardous waste," "extremely hazardous waste," "restricted hazardous
waste," "infectious waste," "toxic substance," or any other formulation intended
to define, list or classify substances by reason of deleterious property, such
as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, or
reproductive toxicity, under or pursuant to CERCLA, or other Environmental Law,
and existing amendments thereto and regulations promulgated thereunder; (ii)
containing gasoline, oil, diesel fuel or other petroleum products, or fractions
thereof; (iii) which is defined as a "hazardous waste" pursuant to RCRA and
existing amendments thereto and regulations promulgated thereunder; (iv)
containing polychlorinated biphenyls; (v) containing asbestos in any form that
is or could become friable; (vi) which is radioactive; (vii) which is
biologically hazardous; or (viii) the presence of which is regulated by or
subject to, or requires investigation or remediation under, any federal,
international, state, or local statute, regulation, ordinance, policy or other
Environmental Law.
"Intellectual Property" is defined in SECTION 4.18.
"IRS" shall mean the United States Internal Revenue Service.
"Joint Press Release" is defined in SECTION 1.8.7.
"Kinross" is defined in the Preamble.
"Kinross Common Shares" is defined in the Background Section.
"Kinross Securities Filings" is defined in SECTION 3.7.
"Knowledge" shall mean with respect to a Person or the actual knowledge of the
officers and directors of such Person and its Subsidiaries.
"Laws" shall mean, collectively, any domestic (federal, state, or local) or
foreign law, statute, ordinance, rule, regulation, judgment, decree, order,
writ, permit or license of any Governmental Entity.
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"Liens" shall mean all mortgages, liens, pledges, claims, charges, security
interests or other encumbrances.
"Material" shall mean material to the business, assets, financial condition,
operations or results of operations of a Person and its Subsidiaries, taken as a
whole.
"Material Adverse Effect" shall mean with respect to a Person any change,
effect, occurrence or state of facts that is materially adverse to the business,
financial condition, operations or results of operations of such Person and its
Subsidiaries, taken as a whole.
"Material Contracts" is defined in SECTION 4.14.2.
"Merger" is defined in the Background Section.
"Most Recent Balance Sheet" is defined in SECTION 4.4.1.
"Most Recent Financial Statements" is defined in SECTION 4.4.1.
"Organizational Documents" shall mean the articles or certificate of
incorporation, articles or certificate of formation, bylaws, operating
agreement, limited liability company agreement or other similar formation and/or
governing documents.
"Parent" is defined in the Preamble.
"Permitted Liens" shall mean (i) Liens securing liabilities which are reflected
or reserved against in the most recent balance sheet of Crown filed with the SEC
to the extent so reflected or reserved; (ii) Liens for taxes not yet due and
payable or which are being contested in good faith and by appropriate
proceedings if adequate reserves with respect thereto are maintained on Crown's
books in accordance with GAAP; (iii) existing mechanic's, materialmen's, and
similar Liens, to the extent that adequate reserves with respect thereto are
reflected in the most recent balance sheet of Crown filed with the SEC; (iv)
existing purchase money Liens for amounts that are not yet due and payable or
which are being contested in good faith if adequate reserves with respect
thereto are maintained in Crown's books in accordance with GAAP; (v) with
respect to real property, existing Liens arising from easements, covenants,
conditions, and restrictions which, individually or in the aggregate, do not
Materially interfere with the existing or proposed use of the real property and
Liens securing rental payments under capital lease arrangements; and (vi)
similar matters of record affecting title to such real property that,
individually and in the aggregate, do not and would not Materially detract from
the value of such property and assets of the Crown or the Crown Subsidiaries or
Materially interfere with the use thereof as currently used.
"Person" shall mean an individual, a corporation, a limited liability company, a
partnership, an association, a trust or any other entity or organization.
"Proxy Statement/Prospectus" is defined in SECTION 6.1.
"Purchaser" is defined in the Preamble.
"Purchaser Shares" shall mean the issued and outstanding shares of the common
stock, $0.01 par value per share, of Purchaser.
"Qualified Plans" is defined in SECTION 4.8.3.2.
"Registration Statement" is defined in Section 6.1.
"Release" shall mean any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, ejecting, injecting, escaping, leaching, migrating,
dumping or disposing into the indoor or outdoor environment, including without
limitation the abandonment or discarding or disposal of barrels, drums,
containers, tanks and other receptacles containing or previously containing any
Hazardous Materials.
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"Returns" shall mean all United States federal, state, county, local and foreign
returns, reports, declarations, claims for refund, information returns and
statements with respect to Taxes, including any schedule or attachment thereto,
and including any amendment thereof.
"SEC" shall mean the United States Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Solitario" shall mean Solitario Resources Corporation, a Colorado corporation.
"Subsidiary" shall mean, with respect to any Person, an entity that is
controlled either directly or indirectly by the Person or in which the Person
directly or indirectly owns or controls more than fifty percent of its equity.
"Superior Proposal" is defined in Section 5.1.5.2.
"Surviving Corporation" is defined in SECTION 1.1.
"Tax" and "Taxes" shall mean (i) all United States federal, state, county,
local, foreign and other taxes of any kind whatsoever (including, without
limitation, income, profits, premium, estimated, excise, sales, use, occupancy,
license, gross receipts, franchise, AD VALOREM, severance, capital levy,
production, transfer, payroll, stamp, occupation, withholding, employment,
unemployment, disability, social security, real property, personal property,
transfer import duties and other governmental charges and assessments), whether
or not measured in whole or in part by net income, and including deficiencies,
interest, additions to tax and penalties with respect thereto, whether disputed
or not and (ii) any liability for the payment of any amount of the type
described in the immediately preceding clause (iii) as a result of being (A) a
"transferee" within the meaning of Section 6901 of the Code (or any other
applicable law) of another person, (B) a member of an affiliated or combined
group or (C) pursuant to a tax sharing, tax allocation, or tax indemnity
agreement.
"Treasury Regulation" shall mean the Income Tax Regulations promulgated by the
United States Department of Treasury under the Code, including Temporary
Regulations, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).
"Washington Act" is defined in SECTION 1.1.
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IN WITNESS WHEREOF, Parent, Purchaser, and Crown have caused this
Agreement to be signed as of the date first written above by their respective
officers or representatives thereunto duly authorized.
Parent:
KINROSS GOLD CORPORATION
By: /s/ John Ivany
-------------------------
Name: John Ivany
Title: Exec. V.P.
Purchaser:
CROWN MERGER CORPORATION
By: /s/ Scott Caldwell
-------------------------
Name: Scott Caldwell
Title: Director
Crown:
CROWN RESOURCES CORPORATION
By: /s/ Christopher E. Herald
-------------------------
Name: Christopher E. Herald
Title: President, CEO
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APPENDIX B
CHAPTER 13 OF THE WASHINGTON BUSINESS CORPORATION ACT
DISSENTERS' RIGHTS
RCW 23B.13.010 DEFINITIONS.
As used in this chapter:
(1) "Corporation" means the issuer of the shares held by a dissenter
before the corporate action, or the surviving or acquiring corporation by merger
or share exchange of that issuer.
(2) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under RCW 23B.13.020 and who exercises that right when and in
the manner required by RCW 23B.13.200 through 23B.13.280.
(3) "Fair value," with respect to a dissenter's shares, means the
value of the shares immediately before the effective date of the corporate
action to which the dissenter objects, excluding any appreciation or
depreciation in anticipation of the corporate action unless exclusion would be
inequitable.
(4) "Interest" means interest from the effective date of the corporate
action until the date of payment, at the average rate currently paid by the
corporation on its principal bank loans or, if none, at a rate that is fair and
equitable under all the circumstances.
(5) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of shares to
the extent of the rights granted by a nominee certificate on file with a
corporation.
(6) "Beneficial shareholder" means the person who is a beneficial
owner of shares held in a voting trust or by a nominee as the record
shareholder.
(7) "Shareholder" means the record shareholder or the beneficial
shareholder.
RCW 23B.13.020 RIGHT TO DISSENT.
(1) A shareholder is entitled to dissent from, and obtain payment of
the fair value of the shareholder's shares in the event of, any of the following
corporate actions:
(a) Consummation of a plan of merger to which the corporation
is a party (i) if shareholder approval is required for the merger by RCW
23B.11.030, 23B.11.080, or the articles of incorporation and the
shareholder is entitled to vote on the merger, or (ii) if the corporation
is a subsidiary that is merged with its parent under RCW 23B.11.040;
(b) Consummation of a plan of share exchange to which the
corporation is a party as the corporation whose shares will be acquired,
if the shareholder is entitled to vote on the plan;
(c) Consummation of a sale or exchange of all, or substantially
all, of the property of the corporation other than in the usual and
regular course of business, if the shareholder is entitled to vote on the
sale or exchange, including a sale in dissolution, but not including a
sale pursuant to court order or a sale for cash pursuant to a plan by
which all or substantially all of the net proceeds of the sale will be
distributed to the shareholders within one year after the date of sale;
(d) An amendment of the articles of incorporation that
materially reduces the number of shares owned by the shareholder to a
fraction of a share if the fractional share so created is to be acquired
for cash under RCW 23B.06.040; or
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(e) Any corporate action taken pursuant to a shareholder vote
to the extent the articles of incorporation, bylaws, or a resolution of
the board of directors provides that voting or nonvoting shareholders are
entitled to dissent and obtain payment for their shares.
(2) A shareholder entitled to dissent and obtain payment for the
shareholder's shares under this chapter may not challenge the corporate action
creating the shareholder's entitlement unless the action fails to comply with
the procedural requirements imposed by this title, RCW 25.10.900 through
25.10.955, the articles of incorporation, or the bylaws, or is fraudulent with
respect to the shareholder or the corporation.
(3) The right of a dissenting shareholder to obtain payment of the
fair value of the shareholder's shares shall terminate upon the occurrence of
any one of the following events:
(a) The proposed corporate action is abandoned or rescinded;
(b) A court having jurisdiction permanently enjoins or sets
aside the corporate action; or
(c) The shareholder's demand for payment is withdrawn with the
written consent of the corporation.
RCW 23B.13.030 DISSENT BY NOMINEES AND BENEFICIAL OWNERS.
(1) A record shareholder may assert dissenters' rights as to fewer
than all the shares registered in the shareholder's name only if the shareholder
dissents with respect to all shares beneficially owned by any one person and
delivers to the corporation a notice of the name and address of each person on
whose behalf the shareholder asserts dissenters' rights. The rights of a partial
dissenter under this subsection are determined as if the shares as to which the
dissenter dissents and the dissenter's other shares were registered in the names
of different shareholders.
(2) A beneficial shareholder may assert dissenters' rights as to
shares held on the beneficial shareholder's behalf only if:
(a) The beneficial shareholder submits to the corporation the
record shareholder's written consent to the dissent not later than the
time the beneficial shareholder asserts dissenters' rights, which consent
shall be set forth either (i) in a record or (ii) if the corporation has
designated an address, location, or system to which the consent may be
electronically transmitted and the consent is electronically transmitted
to the designated address, location, or system, in an electronically
transmitted record; and
(b) The beneficial shareholder does so with respect to all
shares of which such shareholder is the beneficial shareholder or over
which such shareholder has power to direct the vote.
RCW 23B.13.200 NOTICE OF DISSENTERS' RIGHTS.
(1) If proposed corporate action creating dissenters' rights under RCW
23B.13.020 is submitted to a vote at a shareholders' meeting, the meeting notice
must state that shareholders are or may be entitled to assert dissenters' rights
under this chapter and be accompanied by a copy of this chapter.
(2) If corporate action creating dissenters' rights under RCW
23B.13.020 is taken without a vote of shareholders, the corporation, within ten
days after the effective date of such corporate action, shall deliver a notice
to all shareholders entitled to assert dissenters' rights that the action was
taken and send them the notice described in RCW 23B.13.220.
RCW 23B.13.210 NOTICE OF INTENT TO DEMAND PAYMENT.
(1) If proposed corporate action creating dissenters' rights under RCW
23B.13.020 is submitted to a vote at a shareholders' meeting, a shareholder who
wishes to assert dissenters' rights must (a) deliver to the corporation before
the vote is taken notice of the shareholder's intent to demand payment for the
shareholder's shares if the proposed action is effected, and (b) not vote such
shares in favor of the proposed action.
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(2) A shareholder who does not satisfy the requirements of subsection
(1) of this section is not entitled to payment for the shareholder's shares
under this chapter.
RCW 23B.13.220 DISSENTERS' RIGHTS--NOTICE.
(1) If proposed corporate action creating dissenters' rights under RCW
23B.13.020 is authorized at a shareholders' meeting, the corporation shall
deliver a notice to all shareholders who satisfied the requirements of RCW
23B.13.210.
(2) The notice must be sent within ten days after the effective date
of the corporate action, and must:
(a) State where the payment demand must be sent and where and
when certificates for certificated shares must be deposited;
(b) Inform holders of uncertificated shares to what extent
transfer of the shares will be restricted after the payment demand is
received;
(c) Supply a form for demanding payment that includes the date
of the first announcement to news media or to shareholders of the terms
of the proposed corporate action and requires that the person asserting
dissenters' rights certify whether or not the person acquired beneficial
ownership of the shares before that date;
(d) Set a date by which the corporation must receive the
payment demand, which date may not be fewer than thirty nor more than
sixty days after the date the notice in subsection (1) of this section is
delivered; and
(e) Be accompanied by a copy of this chapter.
RCW 23B.13.230 DUTY TO DEMAND PAYMENT.
(1) A shareholder sent a notice described in RCW 23B.13.220 must
demand payment, certify whether the shareholder acquired beneficial ownership of
the shares before the date required to be set forth in the notice pursuant to
RCW 23B.13.220(2)(c), and deposit the shareholder's certificates, all in
accordance with the terms of the notice.
(2) The shareholder who demands payment and deposits the shareholder's
share certificates under subsection (1) of this section retains all other rights
of a shareholder until the proposed corporate action is effected.
(3) A shareholder who does not demand payment or deposit the
shareholder's share certificates where required, each by the date set in the
notice, is not entitled to payment for the shareholder's shares under this
chapter.
RCW 23B.13.240 SHARE RESTRICTIONS.
(1) The corporation may restrict the transfer of uncertificated shares
from the date the demand for their payment is received until the proposed
corporate action is effected or the restriction is released under RCW
23B.13.260.
(2) The person for whom dissenters' rights are asserted as to
uncertificated shares retains all other rights of a shareholder until the
effective date of the proposed corporate action.
RCW 23B.13.250 PAYMENT.
(1) Except as provided in RCW 23B.13.270, within thirty days of the
later of the effective date of the proposed corporate action, or the date the
payment demand is received, the corporation shall pay each dissenter who
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complied with RCW 23B.13.230 the amount the corporation estimates to be the fair
value of the shareholder's shares, plus accrued interest.
(2) The payment must be accompanied by:
(a) The corporation's balance sheet as of the end of a fiscal
year ending not more than sixteen months before the date of payment, an
income statement for that year, a statement of changes in shareholders'
equity for that year, and the latest available interim financial
statements, if any;
(b) An explanation of how the corporation estimated the fair
value of the shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's right to demand payment
under RCW 23B.13.280; and
(e) A copy of this chapter.
RCW 23B.13.260 FAILURE TO TAKE ACTION.
(1) If the corporation does not effect the proposed action within
sixty days after the date set for demanding payment and depositing share
certificates, the corporation shall return the deposited certificates and
release any transfer restrictions imposed on uncertificated shares.
(2) If after returning deposited certificates and releasing transfer
restrictions, the corporation wishes to undertake the proposed action, it must
send a new dissenters' notice under RCW 23B.13.220 and repeat the payment demand
procedure.
RCW 23B.13.270 AFTER-ACQUIRED SHARES.
(1) A corporation may elect to withhold payment required by RCW
23B.13.250 from a dissenter unless the dissenter was the beneficial owner of the
shares before the date set forth in the dissenters' notice as the date of the
first announcement to news media or to shareholders of the terms of the proposed
corporate action.
(2) To the extent the corporation elects to withhold payment under
subsection (1) of this section, after taking the proposed corporate action, it
shall estimate the fair value of the shares, plus accrued interest, and shall
pay this amount to each dissenter who agrees to accept it in full satisfaction
of the dissenter's demand. The corporation shall send with its offer an
explanation of how it estimated the fair value of the shares, an explanation of
how the interest was calculated, and a statement of the dissenter's right to
demand payment under RCW 23B.13.280.
RCW 23B.13.280 PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR OFFER.
(1) A dissenter may deliver a notice to the corporation informing the
corporation of the dissenter's own estimate of the fair value of the dissenter's
shares and amount of interest due, and demand payment of the dissenter's
estimate, less any payment under RCW 23B.13.250, or reject the corporation's
offer under RCW 23B.13.270 and demand payment of the dissenter's estimate of the
fair value of the dissenter's shares and interest due, if:
(a) The dissenter believes that the amount paid under RCW
23B.13.250 or offered under RCW 23B.13.270 is less than the fair value of
the dissenter's shares or that the interest due is incorrectly
calculated;
(b) The corporation fails to make payment under RCW 23B.13.250
within sixty days after the date set for demanding payment; or
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(c) The corporation does not effect the proposed action and
does not return the deposited certificates or release the transfer
restrictions imposed on uncertificated shares within sixty days after the
date set for demanding payment.
(2) A dissenter waives the right to demand payment under this section
unless the dissenter notifies the corporation of the dissenter's demand in
writing under subsection (1) of this section within thirty days after the
corporation made or offered payment for the dissenter's shares.
RCW 23B.13.300 COURT ACTION.
(1) If a demand for payment under RCW 23B.13.280 remains unsettled,
the corporation shall commence a proceeding within sixty days after receiving
the payment demand and petition the court to determine the fair value of the
shares and accrued interest. If the corporation does not commence the proceeding
within the sixty-day period, it shall pay each dissenter whose demand remains
unsettled the amount demanded.
(2) The corporation shall commence the proceeding in the superior
court of the county where a corporation's principal office, or, if none in this
state, its registered office, is located. If the corporation is a foreign
corporation without a registered office in this state, it shall commence the
proceeding in the county in this state where the registered office of the
domestic corporation merged with or whose shares were acquired by the foreign
corporation was located.
(3) The corporation shall make all dissenters, whether or not
residents of this state, whose demands remain unsettled, parties to the
proceeding as in an action against their shares and all parties must be served
with a copy of the petition. Nonresidents may be served by registered or
certified mail or by publication as provided by law.
(4) The corporation may join as a party to the proceeding any
shareholder who claims to be a dissenter but who has not, in the opinion of the
corporation, complied with the provisions of this chapter. If the court
determines that such shareholder has not complied with the provisions of this
chapter, the shareholder shall be dismissed as a party.
(5) The jurisdiction of the court in which the proceeding is commenced
under subsection (2) of this section is plenary and exclusive. The court may
appoint one or more persons as appraisers to receive evidence and recommend
decision on the question of fair value. The appraisers have the powers described
in the order appointing them, or in any amendment to it. The dissenters are
entitled to the same discovery rights as parties in other civil proceedings.
(6) Each dissenter made a party to the proceeding is entitled to
judgment (a) for the amount, if any, by which the court finds the fair value of
the dissenter's shares, plus interest, exceeds the amount paid by the
corporation, or (b) for the fair value, plus accrued interest, of the
dissenter's after-acquired shares for which the corporation elected to withhold
payment under RCW 23B.13.270.
RCW 23B.13.310 COURT COSTS AND COUNSEL FEES.
(1) The court in a proceeding commenced under RCW 23B.13.300 shall
determine all costs of the proceeding, including the reasonable compensation and
expenses of appraisers appointed by the court. The court shall assess the costs
against the corporation, except that the court may assess the costs against all
or some of the dissenters, in amounts the court finds equitable, to the extent
the court finds the dissenters acted arbitrarily, vexatiously, or not in good
faith in demanding payment under RCW 23B.13.280.
(2) The court may also assess the fees and expenses of counsel and
experts for the respective parties, in amounts the court finds equitable:
(a) Against the corporation and in favor of any or all
dissenters if the court finds the corporation did not substantially
comply with the requirements of RCW 23B.13.200 through 23B.13.280; or
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(b) Against either the corporation or a dissenter, in favor of
any other party, if the court finds that the party against whom the fees
and expenses are assessed acted arbitrarily, vexatiously, or not in good
faith with respect to the rights provided by chapter 23B.13 RCW.
(3) If the court finds that the services of counsel for any dissenter
were of substantial benefit to other dissenters similarly situated, and that the
fees for those services should not be assessed against the corporation, the
court may award to these counsel reasonable fees to be paid out of the amounts
awarded the dissenters who were benefited.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
--------------------------------------------------------------------------------
Under the Business Corporations Act (Ontario), a corporation may
indemnify a director or officer, a former director or officer or a person who
acts or acted at the corporation's request as a director or officer of another
corporation of which the corporation is or was a shareholder or creditor, and
his or her heirs and legal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by him or her in respect of any civil, criminal or
administrative action or proceeding to which he or she is made a party by reason
of being or having been a director or officer of the corporation or such other
corporation, if: (1) he or she acted honestly and in good faith with a view to
the best interests of the corporation; and (2) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
or she had reasonable grounds to believe that his or her conduct was lawful. Any
such person is entitled to such indemnity from the corporation if he or she was
substantially successful on the merits in his or her defense of the action or
proceeding and fulfilled the conditions set out in (1) and (2) above. A
corporation may, with the approval of a court, also indemnify any such person in
respect of an action by or on behalf of the corporation or such other
corporation to procure a judgment in its favor, to which such person is made a
party by reason of being or having been a director or officer of the corporation
or such other corporation, if he or she fulfills the conditions set out in (1)
and (2) above. Kinross' bylaws require Kinross to indemnify the persons
permitted to be indemnified by the provisions of the Business Corporations Act
(Ontario) summarized above and every other person who properly incurred any
liability on behalf of Kinross or acted at Kinross' request.
Insofar as indemnification for liabilities arising under the Securities
Act of 1993 may be permitted to directors, officers, and controlling persons
pursuant to the foregoing provisions, Kinross has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
contrary to public policy as expressed in the Securities Act and, therefore, is
unenforceable. (See "ITEM 22. UNDERTAKINGS.")
--------------------------------------------------------------------------------
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
--------------------------------------------------------------------------------
(a) Copies of the following documents are included as exhibits to
this Registration Statement, pursuant to Item 601 of Regulation S-K.
EXHIBITS
SEC
EXHIBIT REFERENCE
NO. NO. TITLE OF DOCUMENT LOCATION
--------- ----------- ---------------------------------------- ------------------------------
ITEM 2 PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION, OR SUCCESSION
---------------------------------------------------------------------------------------------------
2.1 (2) Acquisition Agreement and Plan of Merger, This Filing
dated as of November 20, 2003, among
Kinross, Crown Merger, and Crown
(included as Appendix A to the Proxy
Statement/Prospectus included as part of
this registration statement)
ITEM 3 ARTICLES OF INCORPORATION, BYLAWS
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3.1 (3) Articles of Amalgamation dated December
31, 2000 (incorporated by reference to
Exhibit 3.1 to the Registration
Statement on Form 8-A filed on January
31, 2001 by Kinross (File No. 001-13382))
3.2 (3) Articles of Amendment dated January 31, 2003 *
3.3 (3) Bylaws (incorporated by reference to
Exhibit 3.2 to the Registration
Statement on Form 8-A filed on January
31, 2001 by Kinross (File No. 001-13382))
ITEM 4 INSTRUMENTS DEFINING THE RIGHTS OF HOLDERS, INCLUDING INDENTURES
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4.1 (4) Specimen certificate for Kinross common
shares (incorporated by reference to
Exhibit 3 to the Registration Statement
on Form 8-A12B filed on January 29, 2003
by Kinross (File No. 001-13382))
4.2 (4) Warrant Indenture by and between Kinross
and Computershare Trust Company of
Canada dated as of December 5, 2002
(incorporated by reference to Exhibit
4.32 to the Registration Statement on
Form F-10 filed by Kinross (File No.
333-102660))
ITEM 5 OPINION RE: LEGALITY
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5.1 (5) Form of Opinion of Cassels Brock & Blackwell This Filing
LLP, regarding legality of common stock
ITEM 8 OPINION RE: TAX MATTERS
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8.1 (8) Form of Opinion of Parr Waddoups Brown Gee & This Filing
Loveless, A Professional Corporation,
regarding certain United States
federal income tax matters
ITEM 10 MATERIAL CONTRACTS
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10.1 (10) Credit Agreement, dated as of February This Filing
1, 2003, among Kinross, Kinross Gold
U.S.A., Inc., Fairbanks Gold Mining, Inc.
and Round Mountain Gold Corporation, as
borrowers, The Bank of Nova Scotia, as
co-lead arranger and administrative
agent, Societe Generale, as co-lead
arranger and syndication agent, and the
several lenders from time to time
parties thereto
10.2 (10) Form of Indeminity Agreement for Officers This Filing
and Directors
10.3 (10) Form of Severance Agreement between Kinross and This Filing
each of Robert M. Buchan and Scott A. Caldwell
10.4 (10) Form of Severance Agreement between Kinross This Filing
and each of the following: Brian W. Penny, John
W. Ivany, Jerry W. Danni, Christopher T. Hill,
Gordon A. McCreary, Shelley M. Riley, Allen D.
Schoening, Ronald W. Stewart, and Alan D.
Edwards
10.5 (10) Kinross Gold Corporation Share Incentive
Plan, May 4, 1995, as amended as of May
8, 1996, further amended as of May 1,
1997, May 28, 1998, May 1, 2000 and July
(incorporated by reference to Exhibit
4.3 to the Registration Statement on
Form S-8 filed on September 29, 2000 by
Kinross (File No. 333-12662))
10.6 (10) Kinross Gold Corporation Restricted
Share Plan (incorporated by reference to
Exhibit 99.1 to the Registration
Statement on Form S-8 filed July 19, 2001
by Kinross (File No. 333-13744))
10.7 (10) Combination Agreement, dated June 10,
2002 among Kinross, TVX and Echo Bay
(incorporated by reference to Exhibit A
to the Definitive Proxy Statement on
Schedule 14A filed on December 24,
2002 by Echo Bay (File No. 001-08542))
10.8 (10) Amending Agreement to Combination
Agreement, dated July 12, 2002 among
Kinross, TVX and Echo Bay (incorporated
by reference to Exhibit A to the
Definitive Proxy Statement on Schedule
14A filed on December 24, 2002 by
Echo Bay (File No. 001-08542))
10.9 (10) Amending Agreement to Combination
Agreement, dated November 19, 2002 among
Kinross, TVX and Echo Bay (incorporated
by reference to Exhibit A to the
Definitive Proxy Statement on Schedule
14A filed on December 24, 2002 by
Echo Bay (File No. 001-08542))
ITEM 21 SUBSIDIARIES OF THE REGISTRANT
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21.1 (21) Subsidiaries of Kinross This Filing
ITEM 23 CONSENT OF EXPERTS AND COUNSEL
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23.1 (23) Consent of Cassels Brock & Blackwell LLP This Fililng
(included in Exhibit 5.1)
23.2 (23) Consent of Parr Waddoups Brown Gee & This Filing
Loveless, A Professional Corporation
(included in Exhibit 8.1)
23.3 (23) Consent of Deloitte & Touche LLP, This Filing
independent chartered accountants for
Kinross
23.4 (23) Consent of Deloitte & Touche LLP, This Filing
independent chartered accountants for
Crown
23.5 (23) Consent of PriceWaterhouseCoopers LLP, This Filing
independent chartered accountants for
TVX
23.6 (23) Consent of Ernst & Young LLP, This Filing
independent chartered accountants for
Echo Bay
23.7 (23) Consent of Steffen, Robertson and This Filing
Kirsten (Canada) Inc. regarding Brasilia
Mine (Morro do Ouro), Brazil
23.8 (23) Consent of Steffen Robertson and Kirsten This Filing
(U.S.), Inc. regarding Buckhorn Mountain
Project, Washington
23.9 (23) Consent of Steffen, Robertson and This Filing
Kirsten (Canada) Inc. regarding Crixas
Mine, Brazil
23.10 (23) Consent of Victor J. Miller, P.E. This Filing
regarding Fort Knox Mine, Alaska
23.11 (23) Consent of Robert A. Falleta regarding This Filing
the Kubaka Mine, Russia
23.12 (23) Consent of Maryse Belanger, P.G. This Filing
regarding La Coipa Mine, Chile
23.13 (23) Consent of John Kiernan, P.E. This Filing
regarding Musselwhite Mine Operations
23.14 (23) Consent of Steffen, Robertson and This Filing
Kirsten (Canada) Inc. regarding
Porcupine Joint Venture
23.15 (23) Consent of Frank K. Fenne, P.G. and Daniel This Filing
B. Moore, P.E. regarding Round Mountain
Mine, Nevada
23.16 (23) Consent of AMEC E&C Services Limited This Filing
regarding LaCoipa Mine, Chile and
Musselwhite Mine Operations
ITEM 24 POWER OF ATTORNEY
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24.1 (24) Power of Attorney (contained in the This Filing
signature pages of this registration
statement on Form F-4)
ITEM 99 ADDITIONAL EXHIBITS
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99.1 (99) Form of Proxy Card of Crown *
99.2 (99) Stockholder and Voting Agreement, dated This Filing
as of November 20, 2003, among Kinross,
Zoloto, Solitario, Christopher E. Herald,
Mark E. Jones, III, Brian Labadie,
James R. Maronick, and Steven A. Webster
99.3 (99) Toll Milling Agreement, dated as of This Filing
November 11, 2003, between Echo Bay
Minerals and Crown
99.4 (99) Distribution Agreement, dated as of This Filing
November 20, 2003, among Solitario,
Crown, and Kinross
* To be filed
(b) All financial statement schedules are omitted because they are
not applicable or because the required information is contained in the
Consolidated Financial Statements or the Notes thereto.
--------------------------------------------------------------------------------
ITEM 22. UNDERTAKINGS
--------------------------------------------------------------------------------
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
--------------------------------------------------------------------------------
SIGNATURES
--------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Toronto,
Province of Ontario, Canada, on the 23rd day of December, 2003.
KINROSS GOLD CORPORATION
(Registrant)
By /s/ Brian W. Penny
---------------------------------------------
Brian W. Penny, Chief Financial Officer and
Vice-President Finance
By /s/ Scott W. Loveless
---------------------------------------------
Scott W. Loveless, Authorized Representative
in the United States
POWER OF ATTORNEY
Each person whose signature to this Registration Statement appears below
hereby constitutes and appoints Robert M. Buchan and Brian W. Penny, and each of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution, to sign on his behalf individually and in the capacity stated
below and to perform any acts necessary to be done in order to file all
amendments and post-effective amendments to this Registration Statement, and any
and all instruments or documents filed as part of or in connection with this
Registration Statement (including any related registration statements to be
filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended) or
the amendments thereto and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitutes, shall do
or cause to be done by virtue hereof. This power of attorney may be executed in
one or more counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Robert M. Buchan Dated December 23, 2003
------------------------------------------------------
Robert M. Buchan
(Chief Executive Officer and President) and Director
/s/ Brian W. Penny Dated December 23, 2003
------------------------------------------------------
Brian W. Penny, Chief Financial Officer and
Vice-President Finance
(Principal Financial and Accounting Officer)
/s/ John A. Brough Dated December 15, 2003
------------------------------------------------------
John A. Brough, Director
(SIGNATURES CONTINUED ON THE FOLLOWING PAGE)
/s/ Scott A. Caldwell Dated December 15, 2003
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Scott A. Caldwell, Director
/s/ Arthur H. Ditto Dated December 14, 2003
---------------------------------------------------
Arthur H. Ditto, Director
/s/ Richard S. Hallisey Dated December 15, 2003
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Richard S. Hallisey, Director
/s/ John M. H. Huxley Dated December 15, 2003
---------------------------------------------------
John M. H. Huxley, Director
/s/ John A. Keyes Dated December 15, 2003
---------------------------------------------------
John A. Keyes, Director
/s/ George F. Michals Dated December 15, 2003
---------------------------------------------------
George F. Michals, Director
/s/ Cameron A. Mingay Dated December 15, 2003
---------------------------------------------------
Cameron A. Mingay, Director
/s/ John E. Oliver Dated December 15, 2003
---------------------------------------------------
John E. Oliver, Director