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KINROSS GOLD CORPORATION
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
MANAGEMENT INFORMATION CIRCULAR
AND
MANAGEMENT INFORMATION CIRCULAR SUPPLEMENT
DECEMBER 20, 2002
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(KINROSS LETTERHEAD)
DECEMBER 20, 2002
Dear Shareholder:
The Board of Directors cordially invites you to attend a special meeting
(the "Meeting") of holders of common shares of KINROSS GOLD CORPORATION
("Kinross") to be held at the Design Exchange, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
on January 28, 2003 at 10:00 a.m. (Toronto time).
At the Meeting, you will be asked to consider and approve certain matters
in connection with the proposed combination (the "Combination") of the
businesses of Kinross, TVX Gold Inc. ("TVX") and Echo Bay Mines Ltd. ("Echo
Bay"). The Combination is comprised of two elements -- one is the plan of
arrangement pursuant to the Canada Business Corporations Act (the "CBCA")
pursuant to which, TVX and Echo Bay will become subsidiaries of Kinross (the
"Arrangement"), and the other is the concurrent acquisition by a subsidiary of
TVX of the approximate 50% interest in the TVX Newmont Americas joint venture
owned by Newmont Mining Corporation ("Newmont"). The Combination will create a
senior gold producer that will rank among the top ten gold producers in the
world, with the highest leverage to gold prices among major North American
producers.
Among the matters that you will be asked to vote upon at the Meeting are
the following:
(a) the reservation for issuance and the issuance of an aggregate of
approximately 560,452,011 common shares of Kinross in connection with
the Combination (or approximately 186,817,337 common shares if the
consolidation referred to below is effected);
(b) election of four additional individuals to Kinross' Board of
Directors;
(c) consolidation of the issued and outstanding common shares of Kinross
on the basis of one consolidated common share for each three old common
shares;
(d) reduction of Kinross' stated capital account maintained for its
common shares by approximately $747 million; and
(e) termination of Kinross' shareholder rights plan.
THE BOARD OF DIRECTORS HAS CAREFULLY CONSIDERED THE COMBINATION AND
UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO APPROVE ALL OF THE ABOVE MATTERS.
The share issuance proposal and the election of directors to Kinross' Board
of Directors must be approved by at least a majority of the votes cast at the
Meeting. The Arrangement is conditional upon approval of these matters. The
consolidation of Kinross' common shares and the reduction of the stated capital
must be approved by not less than 66 2/3% of the votes cast at the Meeting, and
the termination of Kinross' shareholder rights plan must be approved by at least
a majority of the votes cast at the Meeting. The Arrangement is not conditional
upon approval of the Kinross share consolidation or the termination of Kinross'
shareholder rights plan. The reduction of Kinross' stated capital is not a
condition of the Arrangement under the terms of the combination agreement among
Kinross, TVX and Echo Bay. However, Kinross has determined that it is desirable
to effect a reduction of the stated capital to ensure that the tests, required
by section 192 of the CBCA, will be met at the time final approval of the
Superior Court of Justice, Ontario for the Arrangement will be sought.
Under the Arrangement and assuming the share consolidation is approved, the
shareholders of TVX will receive 2.1667 common shares of Kinross for each TVX
common share held and the shareholders of Echo Bay will receive 0.1733 of a
common share of Kinross for each Echo Bay common share held. As a result of the
proposed transactions, new Kinross will be approximately owned as to 43.42% by
existing Kinross shareholders, 29.57% by existing TVX shareholders (excluding
Newmont), 13.22% by existing Echo Bay shareholders (excluding Kinross and
Newmont) and 13.79% by Newmont.
The enclosed management information circular and management information
circular supplement, which constitute one circular, explain the proposed
transactions and provide specific information regarding the Meeting that may
help you make an informed decision. Please review these documents, including all
attachments, carefully.
We hope you will be able to attend the Meeting. Whether or not you are able
to attend, it is still important that you be represented at the Meeting. WE
ENCOURAGE YOU TO COMPLETE THE ENCLOSED FORM OF PROXY AND RETURN IT NO LATER THAN
THE TIME SPECIFIED IN THE ATTACHED NOTICE OF SPECIAL MEETING OF SHAREHOLDERS.
Voting by proxy will not prevent you from voting in person if you attend the
Meeting, but will ensure that your vote will be counted if you are unable to
attend.
If you are a non-registered holder of Kinross common shares and have
received this letter and the management information circular and management
information circular supplement from your broker or another intermediary, please
complete and return the proxy or other authorization form provided to you by
your broker or other intermediary in accordance with the instructions provided
with it. Failure to do so may result in your Kinross common shares not being
eligible to be voted at the Meeting.
Sincerely,
LOGO
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chief Executive Officer
QUESTIONS AND ANSWERS ABOUT THE COMBINATION
Q: WHAT IS BEING VOTED AT THE KINROSS A: Holders of Kinross common shares are being asked to vote
SPECIAL MEETING (THE "MEETING")? to approve the issuance of Kinross common shares to the
holders of TVX common shares and Echo Bay common shares
pursuant to an arrangement whereby Kinross, TVX and Echo
Bay will combine their respective businesses. In
addition, holders of Kinross common shares are being
asked to approve a consolidation of the outstanding
Kinross common shares on a one for three basis, the
election of four new directors to the Board of Directors
of Kinross, the reduction of the stated capital account
maintained for the Kinross common shares and the
termination of Kinross' shareholder rights plan. Holders
of Kinross common shares are not to vote on the proposed
business combination.
Q: HOW IS THE BUSINESS COMBINATION A: The business combination will be carried out as a plan of
BEING CARRIED OUT? arrangement (the "Arrangement") under the Canada Business
Corporations Act (the "CBCA"). An arrangement is a
corporate reorganization that is supervised and,
ultimately, approved by a court. If the Arrangement is
approved at the respective special meetings of TVX and
Echo Bay shareholders, the issuance of Kinross common
shares to be exchanged in the Arrangement is approved at
the Meeting and the other conditions specified in the
combination agreement are satisfied (for a summary of
such conditions, see "The Combination Agreement --
Conditions to Completion of the Combination" in the
enclosed management information circular supplement),
Kinross, TVX and Echo Bay will apply to the court for a
final order approving the Arrangement. The court will
hear evidence as to the fairness of the Arrangement to
the shareholders of the participating corporations as
part of the process of granting the final order. If the
final order is granted by the court, Kinross, TVX and
Echo Bay will complete the Arrangement shortly
thereafter. The court having jurisdiction is the Superior
Court of Ontario (Canada) and the matter will be heard in
Toronto.
Q: WHY ARE KINROSS SHAREHOLDERS BEING A. Kinross will issue a significant number of common shares
ASKED TO APPROVE THE ISSUE OF pursuant to the Arrangement. In fact, the total number of
COMMON SHARES PURSUANT TO THE common shares to be issued is greater than the number of
ARRANGEMENT? common shares Kinross currently has outstanding. In these
circumstances the stock exchanges on which the Kinross
common shares are listed require the shareholders to
approve the issue of the common shares.
Q. WHY ARE KINROSS SHAREHOLDERS BEING A. Kinross agreed, in the negotiations leading up to the
ASKED TO ELECT FOUR ADDITIONAL business combination, that it would increase the size of its
DIRECTORS? Board of Directors and propose certain agreed-upon
individuals for election to its Board of Directors.
Pursuant to the combination agreement, immediately after
the combination being effective the Board of Directors
will consist of Messrs. ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇
▇.▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇. ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇,
a current member of the Board of Directors has agreed to
tender his resignation from the Board of Directors
effective upon the completion of the business
combination.
Q. WHY ARE KINROSS SHAREHOLDERS BEING A. Among the statutory conditions to be complied with in
ASKED TO REDUCE THE STATED CAPITAL order for the Superior Court of Justice, Ontario to approve
ACCOUNT FOR THE KINROSS COMMON the Arrangement is that the corporation proposing the
SHARES? Arrangement must not be "insolvent" within the meaning of
Section 192 of the CBCA.
Q-1
Under Section 192 of the CBCA, a corporation is not
insolvent if it is able to pay its liabilities as they
become due and the realizable value of its assets is
greater than the aggregate of its liabilities and stated
capital of all classes of shares.
In order to ensure that the realizable value of Kinross'
assets will exceed its liabilities and stated capital at
the time the Arrangement is to be completed, Kinross will
request that its shareholders pass a special resolution to
approve a reduction of the stated capital account
maintained for its common shares by approximately $747
million. This amount is equal to Kinross' accumulated
deficit as at September 30, 2002. In addition to reducing
the stated capital of the common shares, the reduction in
stated capital will eliminate Kinross' accumulated deficit
but will leave Kinross' shareholders' equity unaffected.
The reduction of Kinross' stated capital is not a
condition to the completion of the Arrangement under the
terms of the combination agreement. However, Kinross has
determined that it is desirable to effect the reduction in
stated capital to ensure that the tests outlined in
Section 192 of the CBCA will be met at the time final
court approval of the arrangement is sought. See
"Regulatory Matters -- Court Approval of the Arrangement"
in the enclosed management information circular
supplement.
Q. WHY ARE KINROSS SHAREHOLDERS BEING A. Pursuant to Kinross' shareholder rights plan, each
ASKED TO TERMINATE THE SHAREHOLDER Kinross common share automatically has one right attached to
RIGHTS PLAN? it when it is issued. Each right entitles the shareholder
to acquire additional Kinross common shares at a
substantial discount to the market price in certain
circumstances. This right remains attached to the common
share and is exercisable only in certain circumstances.
Terminating the shareholder rights plan and the rights
will simplify the tax treatment of the Arrangement for
the holders of TVX common shares and Echo Bay common
shares and ensure that the Arrangement can be completed
on a tax-free basis to such shareholders. In addition,
Newmont Mining Corporation of Canada Limited ("Newmont
Canada") which beneficially owns approximately 45.3% of
Echo Bay's common shares, has agreed to vote its shares
in favour of Echo Bay's participation in the Arrangement
pursuant to a lock-up agreement, dated June 10, 2002, as
amended as of November 19, 2002. In the event that the
Kinross shareholders do not authorize the termination of
the Kinross shareholder rights plan and the Arrangement
cannot otherwise be structured on a tax free basis, the
lock-up agreement may be terminated and Newmont Canada
will no longer be obligated to vote its Echo Bay common
shares in favour of the Arrangement.
Q: AM I ENTITLED TO A RIGHT OF A: No. Under the Business Corporations Act (
Ontario), the
DISSENT IN RESPECT OF ANY OF THE corporate legislation governing Kinross, holders of Kinross
MATTERS TO BE CONSIDERED AT THE common shares are not entitled to any rights of dissent
MEETING? in respect of any of the matters to be placed before the
Meeting.
Q: WHAT DO I NEED TO DO NOW? A: You should carefully read and consider the information
contained in the enclosed management information circular
and the management information circular supplement
(collectively, the "Circular") relating to the Meeting.
You should then complete, sign and date your proxy and
return it in the enclosed return envelope.
Q-2
Q: CAN I CHANGE MY VOTE AFTER I HAVE A: Yes. You can change your vote at any time before your
VOTED BY PROXY? proxy is voted at the Meeting. You can do this in a number
of ways.
- First, you may send in a later dated signed proxy card
to the Corporate Secretary of Kinross so that it
arrives by 4:30 p.m. (Toronto time) on the business
day before the Meeting date.
- Second, you can send a written notice to the Corporate
Secretary of Kinross stating that you would like to
revoke your proxy up to 4:30 p.m. (Toronto time) on
the business day before the Meeting date.
- Third, you may attend the Meeting and vote in person.
Q: IF MY KINROSS COMMON SHARES ARE A: A broker will vote the common shares held by you only if
HELD IN STREET NAME BY MY BROKER, you provide instructions to your broker on how to vote.
WILL MY BROKER VOTE MY SHARES FOR Without instructions, these shares will not be voted.
ME? Holders of Kinross common shares should instruct their
brokers to vote their shares by following the directions
provided by their brokers.
Q: WHO CAN HELP ANSWER MY QUESTIONS? A: Holders of Kinross shares who would like additional
copies, without charge, of the Circular or have additional
questions about the Arrangement or the business
combination, including the procedure for voting their
shares, should contact ▇▇▇▇▇▇▇ ▇▇▇▇▇, the Corporate
Secretary of Kinross, 52nd Floor, Scotia Plaza, ▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇; telephone:
416-365-5123.
Q-3
KINROSS GOLD CORPORATION
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE is hereby given that a Special Meeting (the "Meeting") of shareholders of
KINROSS GOLD CORPORATION (the "Corporation") will be held at the Design
Exchange, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ on January 28, 2003 at 10:00 a.m.
(Toronto time), for the following purposes:
(a) to consider and if deemed advisable, pass, with or without amendment,
a resolution to approve the reservation for issuance and the issuance
of an aggregate of approximately 560,452,011 common shares of the
Corporation (or approximately 186,817,337 common shares if the
consolidation referred to below is effected) pursuant to the
arrangement forming part of the combination, including common shares
of the Corporation to be reserved for issuance for delivery upon
exercise of outstanding stock options granted by TVX and Echo Bay, as
applicable, and outstanding warrants issued by TVX and Echo Bay to
purchase TVX common shares and Echo Bay common shares, respectively;
(b) to elect four additional individuals to the Corporation's Board of
Directors;
(c) to consider and if deemed advisable, pass, with or without amendment,
a special resolution to approve the consolidation of the issued and
outstanding common shares of the Corporation on the basis of one
consolidated common share for each three old common shares;
(d) to reduce the Corporation's stated capital account maintained for its
common shares by approximately $747 million;
(e) to consider and if deemed advisable, pass, with or without amendment,
a resolution to terminate the Corporation's Shareholder Rights Plan;
and
(f) to transact such other business as may properly come before the
Meeting or any adjournment thereof.
The accompanying management information circular and management information
circular supplement provide additional information relating to the matters to be
dealt with at the Meeting and form part of this Notice of Meeting.
If you are not able to be present at the Meeting, please exercise your
right to vote by signing and returning the enclosed form of proxy to
Computershare Trust Company of Canada, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, so as to arrive not later than 4:30 p.m. (Toronto
time) on the second business day preceding the date of the Meeting or any
adjournment thereof.
BY ORDER OF THE BOARD
(Signed) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Corporate Secretary
Toronto,
Ontario
December 20, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ PLAZA
▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
MANAGEMENT INFORMATION CIRCULAR
TABLE OF CONTENTS
PAGE
----
SUMMARY..................................................... 1
The Combination........................................... 1
The Companies............................................. 2
The Companies Immediately Prior to the Combination........ 3
The Companies Immediately After the Combination........... 3
Recommendation of the Board of Directors of Kinross....... 4
Intentions of Significant Shareholders of TVX and Echo
Bay.................................................... 4
Interests of Directors and Executive Officers of Kinross
in the Arrangement..................................... 4
Ownership of Kinross After the Combination................ 5
TVX and Echo Bay Stock Options and Warrants............... 5
SOLICITATION OF PROXIES..................................... 6
APPOINTMENT AND REVOCATION OF PROXIES....................... 6
VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES.......... 6
VOTING SECURITIES, RECORD DATE AND PRINCIPAL HOLDERS
THEREOF................................................... 6
DOLLAR FIGURES.............................................. 7
THE COMBINATION............................................. 8
Background to the Combination............................. 8
CIBC World Markets Fairness opinion....................... 10
Recommendation of the Board of Directors of Kinross....... 11
MATTERS TO BE ACTED UPON.................................... 12
Share Issuance Proposal................................... 12
Election of Additional Directors.......................... 12
Consolidation............................................. 13
Termination of Shareholder Rights Plan.................... 15
DOCUMENTS INCORPORATED BY REFERENCE......................... 16
DIRECTORS' APPROVAL......................................... 18
EXHIBIT 1 -- CIBC WORLD MARKETS FAIRNESS OPINION............ 1
MANAGEMENT INFORMATION CIRCULAR SUPPLEMENT.................. S-i
NOTE: THE MANAGEMENT INFORMATION CIRCULAR SUPPLEMENT INCLUDED WITH THIS
MANAGEMENT INFORMATION CIRCULAR CONSTITUTES A PART OF THIS MANAGEMENT
INFORMATION CIRCULAR AND THE COMPLETE DOCUMENT SHOULD BE READ IN ITS ENTIRETY.
THE MANAGEMENT INFORMATION CIRCULAR AND THE MANAGEMENT INFORMATION CIRCULAR
SUPPLEMENT ARE COLLECTIVELY REFERRED TO AS THIS "CIRCULAR".
i
SUMMARY
This summary highlights selected information contained elsewhere in this
circular. You should carefully read the entire circular and the other documents
to which this circular refers you. Please see "Documents Incorporated By
Reference" on page 16 and page S-85. We have included page references in
parentheses to direct you to a more complete description of the items presented
in this summary.
THE COMBINATION (PAGE S-27)
Kinross Gold Corporation (the "Corporation" or "Kinross"), TVX Gold Inc.
("TVX") and Echo Bay Mines Ltd. ("Echo Bay") have entered into a combination
agreement dated as of June 10, 2002, as amended as of July 12 and November 19,
2002, for the purpose of combining the ownership of their respective businesses.
Because the business combination contemplated by the combination agreement will
be effectuated by way of a plan of arrangement under the Canada Business
Corporations Act (which we refer to in this circular as the "CBCA"), we refer to
this transaction as the "arrangement" in this circular.
In a separate transaction, TVX and a subsidiary of TVX have entered into
two agreements dated as of June 10, 2002, each as amended as of November 19,
2002, with a subsidiary of Newmont Mining Corporation ("Newmont") pursuant to
which TVX has agreed to acquire Newmont's approximate 50% non-controlling
interest in the TVX Newmont Americas joint venture, in accordance with an
existing right of first offer and an existing right of first refusal, for an
aggregate purchase price of $180 million. The purchase price under each
agreement may, at TVX's option, be paid entirely in cash or TVX may elect to
satisfy up to one half of the purchase price payable under each agreement by
delivery of a secured promissory note and the balance in cash. The maximum
aggregate amount of the promissory notes which may be issued is $90 million. The
arrangement is conditional upon the completion of the purchase of Newmont's
interest in the TVX Newmont Americas joint venture.
On December 5, 2002, Kinross completed an offering of 50 million units of
Kinross at a price of Cdn.$3.05 per unit for net proceeds of Cdn.$145.4 million.
Each unit consists of one common share of Kinross and one half of a common share
purchase warrant. Each whole common share purchase warrant is exercisable on or
before December 5, 2007 for one Kinross common share for Cdn.$5.00. Kinross
intends to use the proceeds therefrom, together with cash on hand, to provide
the cash payment for the purchase of Newmont's interest in the TVX Newmont
Americas joint venture and repay any amounts owed under the promissory notes, if
any promissory notes are delivered at the closing of the TVX Newmont Americas
Joint Venture Transaction. The promissory notes are due on the seventh day
following the closing of TVX Newmont Americas joint venture transaction.
Upon completion of the arrangement and the purchase of Newmont's interest
in the TVX Newmont Americas joint venture, Kinross will own all of the
outstanding TVX common shares and Echo Bay common shares and will own,
indirectly, all of the TVX Newmont Americas joint venture.
We refer to the arrangement and the purchase of Newmont's TVX Newmont
Americas joint venture interest collectively as the "combination" in this
circular. For more information concerning the purchase of the Newmont interest,
please see "The TVX Newmont Americas Joint Venture Transaction" on page S-49.
Pursuant to the arrangement, TVX will amalgamate with a newly-formed,
wholly-owned subsidiary of Kinross, and each holder of TVX common shares will
receive 6.5 Kinross common shares for each TVX common share. The exchange ratio
for the TVX common shares reflects the one for ten consolidation of the TVX
common shares which took effect on June 30, 2002. Also pursuant to the
arrangement, shareholders of Echo Bay (other than Kinross) will receive 0.52 of
a Kinross common share for each Echo Bay common share. Immediately prior to the
completion of the combination, and subject to shareholder approval, Kinross
intends to consolidate its outstanding common shares on the basis of one Kinross
common share for each three Kinross common shares. If the Kinross share
consolidation is completed, each holder of TVX common shares will receive 2.1667
Kinross common shares for each TVX common share and each holder of Echo Bay
common shares will receive 0.1733 of a Kinross common share for each Echo Bay
common share in the arrangement.
The arrangement requires the approval of at least 66 2/3% of the votes cast
by TVX and Echo Bay shareholders at the respective special meetings of TVX and
Echo Bay, as well as the approval of the Superior Court of Justice,
Ontario. The
shareholders of Kinross will be asked to approve the issuance of Kinross common
shares pursuant to the arrangement, as well as certain other matters discussed
in this circular, at the Kinross special meeting.
1
No fractional Kinross common shares will be issued in connection with the
arrangement. Former shareholders of TVX and Echo Bay who would otherwise receive
a fraction of a Kinross common share will be paid the fair market value of the
fractional interest by cheque.
Full particulars of the arrangement are contained in the combination
agreement, the complete text of which is attached to this circular as Exhibit A,
and the plan of arrangement, the complete text of which is attached to this
circular as Exhibit C.
The charts on page 3 set forth the approximate common share ownership of
Kinross, TVX and Echo Bay immediately prior to the combination and immediately
after the consummation of the combination.
THE COMPANIES
KINROSS
Kinross is principally engaged in the exploration for, and acquisition,
development and operation of, gold-bearing properties. At present, Kinross'
primary operating properties consist of:
- a 100% interest in the Fort ▇▇▇▇ mine near Fairbanks, Alaska, United
States;
- a 49% interest in the Hoyle Pond mine and a 49% interest in the Dome
mine, both near Timmins,
Ontario, Canada, through its 49% interest in
the Porcupine joint venture, and
- a 54.7% interest in the Kubaka mine in the Magadan Oblast situated in
far east Russia.
In addition, Kinross holds an interest in the Blanket mine, situated in
Zimbabwe, and other mining properties in various stages of exploration,
development, reclamation and closure.
Kinross' principal executive offices are located at Suite 5200, Scotia
Plaza, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (telephone
▇▇▇-▇▇▇-▇▇▇▇). Additional information concerning Kinross, including the
formation of the Porcupine joint venture and other recent developments, is
contained in Schedule A to this circular.
TVX
TVX is principally engaged in the acquisition, financing, exploration,
development and operation of precious and base metals mining properties. TVX
holds interests in various operating mines around the world, including, through
its approximate 50% controlling interest in the TVX Newmont Americas joint
venture:
- a 25% interest in the New Britannia mine in Manitoba, Canada;
- a 25% economic interest and a 50% legal interest in the Crixas mine in
Brazil;
- a 16% interest in the ▇▇▇▇▇▇▇▇▇▇▇ mine in
Ontario, Canada;
- a 25% interest in the La Coipa mine in Chile; and
- a 24.5% interest in the Brasilia mine in Brazil.
TVX also holds a 100% interest in certain development and operating assets
in Greece referred to as the Hellenic Gold Complex, which interest is subject to
a 12% carried interest and a right to acquire a 12% participating interest in
favour of certain third parties. The Hellenic Gold Properties is held through
TVX's subsidiary, TVX Hellas A.E., and includes the Stratoni base metals
operations and the Skouries development project.
TVX's principal executive offices are located at ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (telephone ▇▇▇-▇▇▇-▇▇▇▇). Additional
information concerning TVX, including certain recent developments, is contained
in Schedule B to this circular.
ECHO BAY
Echo Bay is a North American gold mining company which mines, processes and
explores for gold. Echo Bay holds the following interests in three operating
mines:
- a 50% interest in the Round Mountain mine in Nevada, United States;
- a 100% interest in the Kettle River mine in Washington, United States;
and
- a 100% interest in the Lupin mine in Nunavut Territory, Canada.
2
Echo Bay operated a fourth mine, ▇▇▇▇▇/Cove in Nevada, United States, until
March 31, 2002, at which date mining and processing activities were completed.
On June 9, 2002, Echo Bay entered into an agreement, amended as of November 19,
2002, to convey its interests in ▇▇▇▇▇/Cove to an affiliate of Newmont, which
transaction is conditional on completion of the combination described in this
circular. For more information concerning the conveyance of the ▇▇▇▇▇/Cove
interests, please see "The ▇▇▇▇▇/Cove Transaction" on page S-78.
Echo Bay's principal executive offices are located at ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ --
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (telephone ▇▇▇-▇▇▇-▇▇▇▇).
Additional information concerning Echo Bay, including certain recent
developments, is contained in Schedule C to this circular.
THE COMPANIES IMMEDIATELY PRIOR TO THE COMBINATION
LOGO
THE COMPANIES IMMEDIATELY AFTER THE COMBINATION
LOGO
(1) The North American assets of the TVX Newmont Americas joint venture are held
through TVX Newmont Americas (Canada) Inc., which is indirectly held 50%
less one voting share by Normandy Mining Limited and 50% plus one voting
share by TVX. Normandy is an indirect wholly-owned subsidiary of Newmont.
The South American assets of the TVX Newmont Americas joint venture are held
through TVX Newmont Americas (Cayman) Inc. which is indirectly held 50% less
100 voting shares by Normandy and 50% plus 100 voting shares by TVX. Upon
the completion of the combination, Kinross will indirectly own 100% of the
TVX Newmont Americas joint venture.
3
RECOMMENDATION OF THE BOARD OF DIRECTORS OF KINROSS (PAGE 10)
The board of directors of Kinross has recommended that its shareholders
vote FOR all matters discussed in this circular that are to be presented at the
Kinross special meeting.
INTENTIONS OF SIGNIFICANT SHAREHOLDERS OF TVX AND ECHO BAY (PAGE S-28)
Kinross, which beneficially owns approximately 10.6% of the outstanding
Echo Bay common shares, and Newmont, which beneficially owns approximately 45.3%
of the outstanding Echo Bay common shares, have entered into lock-up agreements
with Echo Bay pursuant to which Kinross and Newmont have agreed that they will
vote their Echo Bay common shares in favour of the participation of Echo Bay in
the arrangement. Each of Kinross and Newmont has agreed that it will only sell
its interest in Echo Bay if the purchaser agrees to accept the obligation to
vote the Echo Bay common shares in favour of the participation of Echo Bay in
the arrangement. These lock-up agreements may be terminated if the combination
agreement is terminated in accordance with its terms. In addition, the lock-up
agreement with Newmont may be terminated by Newmont if the arrangement proposed
to the Echo Bay shareholders does not correspond in all material respects to
that contemplated by the combination agreement or if Kinross' shareholders do
not authorize the termination of Kinross' shareholder rights plan at Kinross'
special meeting and the arrangement cannot otherwise be structured as a
tax-deferred rollover under Canadian law.
Beech L.L.C. beneficially owns approximately 18.4% of the outstanding TVX
common shares and has entered into a lock-up agreement with TVX pursuant to
which it has agreed that it will vote the TVX common shares held by it in favour
of the participation of TVX in the arrangement. Beech has agreed that it will
only sell any of its TVX common shares if the purchaser agrees to accept the
obligation to vote such shares in favour of the participation of TVX in the
arrangement. The Beech lock-up agreement may be terminated if, among other
things, the terms on which the combination is proposed to TVX shareholders do
not in all material respects conform to the description in the combination
agreement, the combination agreement is amended in any material respect, a
superior proposal is made and not withdrawn or the combination agreement
terminates in accordance with its terms.
INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS OF KINROSS IN THE ARRANGEMENT
(PAGE S-30)
In considering the recommendation of Kinross' board of directors that you
vote to approve all matters discussed in this circular in respect of the
arrangement that are to be presented at the Kinross special meeting, you should
be aware that some of the directors and executive officers of Kinross have
interests in the arrangement that are different from, or in addition to, the
interests of other shareholders of Kinross generally. In particular, such
directors and executive officers may, under the terms of their severance
agreements or otherwise, be or become entitled, in connection with the
arrangement, to severance payments and accelerated vesting of stock options. The
board of directors of Kinross was aware of these interests with respect to its
directors and executive officers in determining to approve the arrangement.
4
OWNERSHIP OF KINROSS AFTER THE COMBINATION (PAGE S-69)
Based on the number of common shares of each of Echo Bay, Kinross and TVX
outstanding at November 30, 2002, and the Kinross common shares issued pursuant
to the unit offering completed on December 5, 2002, and assuming the
consolidation of the Kinross common shares on a one for three basis immediately
prior to the completion of the combination, Kinross will have a total of
313,559,067 common shares outstanding after the completion of the arrangement,
which will be held as follows:
CONSOLIDATED
KINROSS KINROSS PERCENTAGE
PRIOR TO THE EXCHANGE COMMON COMMON OWNERSHIP
ARRANGEMENT RATIO SHARES SHARES 1:3 OF KINROSS
------------ -------- ----------- ------------ ----------
Kinross -- current
shareholders.................. 408,478,727 N/A 408,478,727 136,159,576 43.42
TVX -- current shareholders
(excluding Newmont)........... 42,788,343 6.5 278,124,230 92,708,077 29.57
Echo Bay -- current shareholders
(excluding Newmont and
Kinross)...................... 239,150,851 0.52 124,358,963 41,452,988 13.22
Newmont -- current TVX ownership
interest...................... 356,665 6.5 2,318,323 772,774 0.25
Newmont -- current Echo Bay
ownership interest............ 244,994,150 0.52 127,396,958 42,465,653 13.54
Newmont -- total................ -- -- 129,715,281 43,238,427 13.79
----------- ----------- ------
Total pro forma ownership....... 940,677,200 313,559,067 100.00
=========== =========== ======
TVX AND ECHO BAY STOCK OPTIONS AND WARRANTS (PAGE S-45)
The combination agreement provides that the boards of directors of TVX and
Echo Bay are to take such actions as may be necessary to adjust the terms of all
outstanding stock options granted by TVX and Echo Bay to provide that each
option to acquire TVX common shares or Echo Bay common shares outstanding on the
effective date shall be deemed to constitute an option to acquire, on
substantially identical terms and conditions to those applicable under such
stock options and for the same aggregate consideration, the aggregate number of
Kinross common shares that the holder of the options would have been entitled to
receive as a result of the combination if the holder of the option had been the
registered holder of the number of TVX common shares or Echo Bay common shares
which the holder was entitled to purchase on exercise of the option. According
to the terms of the plans under which the outstanding TVX and Echo Bay stock
options were granted or the terms of the options themselves, all outstanding
unvested and unexercisable TVX and Echo Bay stock options will become vested and
exercisable upon completion of the combination.
Holders of warrants to purchase TVX common shares or Echo Bay common shares
will, after the effective date of the combination, be entitled to exercise those
warrants to acquire Kinross common shares in accordance with the terms of the
agreements governing such warrants. The number of Kinross common shares for
which such warrants will be exercisable will be determined on the basis of the
TVX exchange ratio or the Echo Bay exchange ratio, as appropriate.
Based on the number of options and warrants to purchase common shares of
TVX and Echo Bay outstanding on November 30, 2002, upon completion of the
combination, and assuming the Kinross one for three share consolidation occurs,
holders of options to purchase TVX common shares and holders of options to
purchase Echo Bay common shares will be entitled to purchase an aggregate of
approximately 2,623,752 Kinross common shares and the current holder of warrants
to purchase TVX common shares and current holders of warrants to purchase Echo
Bay common shares will be entitled to purchase approximately 6,794,094 Kinross
common shares.
5
SOLICITATION OF PROXIES
The information contained in this circular is furnished in connection with
the solicitation of proxies to be used at the special meeting of shareholders
(the "Meeting") of the Corporation to be held at the Design Exchange, ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 am (Toronto time) on January 28, 2003 or any
adjournment thereof, for the purposes set forth in the accompanying Notice of
Meeting. It is expected that the solicitation will be made primarily by mail but
the proxies may also be solicited personally by directors, officers or regular
employees of the Corporation. THE SOLICITATION OF PROXIES IS BEING MADE BY OR ON
BEHALF OF THE MANAGEMENT OF THE CORPORATION. The costs of the solicitation will
be borne by the Corporation.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the enclosed form of proxy accompanying the circular
are directors and/or officers of the Corporation. A SHAREHOLDER OF THE
CORPORATION HAS THE RIGHT TO APPOINT A PERSON OTHER THAN THE PERSONS SPECIFIED
ON SUCH FORM OF PROXY, WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION, TO
ATTEND AND ACT FOR HIM AND ON HIS BEHALF AT THE MEETING OR ANY ADJOURNMENT
THEREOF. Such rights may be exercised by striking out the names of the persons
specified in the form of proxy, inserting the name of the person to be appointed
in the blank space provided in the form of proxy, signing the form of proxy and
returning it in the reply envelope in the manner set forth in the accompanying
Notice of Meeting.
A SHAREHOLDER WHO HAS GIVEN A PROXY MAY REVOKE IT BY AN INSTRUMENT IN
WRITING, INCLUDING ANOTHER COMPLETED FORM OF PROXY, EXECUTED BY THE SHAREHOLDER
OR BY THE SHAREHOLDER'S ATTORNEY AUTHORIZED IN WRITING, AND DEPOSITED AT THE
REGISTERED OFFICE OF THE CORPORATION, OR AT THE OFFICES OF COMPUTERSHARE TRUST
COMPANY OF CANADA, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
UP TO 4:30 P.M. (TORONTO TIME) ON THE BUSINESS DAY PRECEDING THE DATE OF THE
MEETING, OR IN THE CASE OF AN ADJOURNMENT OF THE MEETING, ON THE LAST BUSINESS
DAY PRECEDING THE ADJOURNMENT, OR WITH THE CHAIRMAN OF THE MEETING PRIOR TO THE
COMMENCEMENT OF THE MEETING ON THE DAY OF THE MEETING OR ANY ADJOURNMENT THEREOF
OR IN ANY OTHER MANNER PERMITTED BY LAW.
VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES
The persons named in the enclosed form of proxy will vote the common shares
of the Corporation (the "Common Shares") in respect of which they are appointed
by proxy on any ballot that may be called for in accordance with the
instructions therein. IN THE ABSENCE OF SUCH SPECIFICATION, SUCH COMMON SHARES
WILL BE VOTED FOR EACH OF THE MATTERS REFERRED TO HEREIN.
The enclosed form of proxy confers discretionary authority upon the persons
named therein with respect to amendments to or variations of matters identified
in the Notice of Meeting and with respect to other matters, if any, which may
properly come before the Meeting. At the date of this circular, the management
of the Corporation knows of no such amendments, variations or other matters to
come before the Meeting. However, if any other matters which are not known to
management should properly come before the Meeting, the proxy will be voted on
such matters in accordance with the best judgment of the named proxy.
VOTING SECURITIES, RECORD DATE AND PRINCIPAL HOLDERS THEREOF
As at December 17, 2002, the Corporation had 408,498,727 Common Shares
issued and outstanding, each carrying one vote. Each holder of a Common Share of
record at the close of business on December 13, 2002, the record date
established for notice of the Meeting, will, unless otherwise specified herein,
be entitled to one vote for each Common Share held by such holder on all matters
proposed to come before the Meeting, except to the extent that such holder has
transferred any such shares after the record date and the transferee of such
shares establishes ownership thereof and makes a written demand, not later than
10 days before the Meeting, to be included in the list of shareholders entitled
to vote at the Meeting, in which case the transferee will be entitled to vote
such shares at the Meeting.
6
As at the date hereof, to the knowledge of the directors and officers of
the Corporation, there are no persons beneficially owning, directly or
indirectly, or exercising control or direction over, more than 10% of the issued
and outstanding Common Shares other than the following:
NUMBER OF PERCENTAGE OF
NAME AND MUNICIPALITY OF RESIDENCE COMMON SHARES OUTSTANDING CLASS
---------------------------------- ------------- -----------------
Fidelity Management & Research Company and its affiliates
Boston, U.S.A............................................. 48,534,200 11.9%
A holder of Common Shares may own such shares in one or both of the
following ways. If a shareholder is in possession of a physical share
certificate, such shareholder is a "registered" shareholder and his or her name
and address are maintained by Kinross through its transfer agent, Computershare
Trust Company of Canada. If a shareholder owns shares through a bank, broker or
other nominee, such shareholder is a "beneficial" shareholder and he or she will
not have a physical share certificate. Such shareholder will, of course, have an
account statement from his or her bank or broker as evidence of his or her share
ownership.
A registered shareholder may vote a proxy in his or her own name at any
time by telephone, internet or by mail, in accordance with the instruction
appearing on the enclosed form of proxy and/or a registered shareholder may
attend the Meeting and cast a ballot. Because a registered shareholder is known
to Kinross and its transfer agent, his or her account can be confirmed and his
or her vote recorded or changed if such registered shareholder has previously
voted. This procedure prevents a shareholder from voting his or her shares more
than once. Only the registered shareholder's latest dated proxy card will be
valid.
For beneficial shareholders, neither Kinross nor its transfer agent
maintain any records or account information about such shareholders. A
beneficial shareholder's shares are held in the name of his or her bank or
broker. Only such beneficial shareholder's bank or broker has the authority to
vote the shares held in his or her name and, for the purposes of the Meeting,
will only vote such beneficial shareholder's shares after receiving his or her
specific instructions. There are securities law rules (Canadian, U.S. and other
foreign governments) and national stock exchange rules (the Toronto Stock
Exchange and American Stock Exchange) governing the granting of a proxy on a
beneficial shareholder's behalf and those rules differ for Canadian and foreign
holders. Canadian and foreign banks and brokers (with the exception of those in
the U.S.) do NOT have the authority to vote on behalf of a beneficial
shareholder without receiving his or her specific instructions. In some cases,
although NOT in this case, U.S. brokers have the authority to vote on behalf of
a beneficial shareholder. Every vote cast on behalf of a beneficial shareholder,
either by proxy or ballot at the Meeting, will require specific instructions
from the beneficial shareholder.
In addition, many banks and brokers use a service agency to mail proxy
material and tabulate the responses from beneficial shareholders. The largest of
these service providers in Canada is ADP Investor Communications and in the U.S.
is ADP Investor Communication Services (collectively, "ADP"). Because ADP mails
and tabulates hundreds of millions of proxies on behalf of its clients, the
banks and brokers, for thousands of annual and special meetings throughout the
year, ADP standardizes the proxy card and reproduces the text on its own form
called a Voter Instruction Form ("VIF"). A VIF is NOT a proxy card and CANNOT be
used by a beneficial shareholder to vote at the Meeting. The VIF is intended
only to relay a beneficial shareholder's specific voting instructions to his or
her bank or broker so they may execute a proxy on his or her behalf.
A beneficial shareholder who plans to attend the Meeting and vote his or
her Common Shares as a beneficial shareholder MUST contact his or her bank or
broker and obtain a legal proxy. This proxy is evidence of the beneficial
shareholder's ownership through a bank or broker and MUST be attached to the
shareholder's ballot cast at the Meeting. Only a legal proxy may be voted by a
beneficial shareholder at the Meeting. Obtaining a legal proxy will invalidate
any proxy or VIF previously executed by a beneficial shareholder, and therefore,
beneficial shareholders are urged not to request a legal proxy unless they are
planning to attend the Meeting and cast a ballot.
DOLLAR FIGURES
Unless expressly stated to the contrary, all "$" figures contained in this
circular refer to United States dollars.
7
THE COMBINATION
BACKGROUND TO THE COMBINATION
Early in January 2002 Kinross, and its financial advisor CIBC World Markets
Inc. ("CIBC World Markets"), discussed strategic alternatives in recognition of:
- the interests of each of Kinross and Franco-Nevada Mining Corporation
("Franco-Nevada") in Echo Bay's 11% $100 million aggregate principal
amount of junior subordinated debentures due 2027 (the "Capital
Securities"); and
- the pending completion of the business combination of Newmont, Normandy
Mining Limited and Franco-Nevada.
In the context of discussions of ways to enhance Kinross shareholder value,
Kinross and CIBC World Markets considered possible business combinations that
could be achieved following completion of the Newmont business combination and
the conversion of the Capital Securities into Echo Bay common shares. As part of
this process, and after completion of the Newmont business combination in the
first quarter of 2002, senior representatives of Kinross and CIBC World Markets
met with senior representatives of Newmont to determine whether Newmont would
support a potential transaction involving Echo Bay. Kinross and CIBC World
Markets also discussed with Newmont whether, and on what basis, Newmont would
consider selling Newmont's approximate 50% non-controlling interest in the TVX
Newmont Americas joint venture, which Newmont had recently acquired through the
Newmont business combination.
Late in the first quarter of 2002, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, then Chairman and
Chief Executive Officer of Kinross, discussed with ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Chairman and Chief Executive Officer of Echo Bay, the desirability of exploring
strategic alternatives involving Kinross and Echo Bay. While each acknowledged
that discussions might lead nowhere, they considered it desirable to investigate
whether asset exchanges, a business combination or some other activity might be
of interest. In connection with these discussions, a confidentiality agreement
between Kinross and Echo Bay was executed on March 29, 2002. The discussions
never advanced beyond preliminary stages and no agreement was reached as to the
nature or structure of any potential strategic transaction. No offer was made by
either party regarding a possible business combination.
Late in the first quarter of 2002, ▇▇. ▇▇▇▇▇▇ also held informal
discussions with Mr. T. ▇▇▇▇ ▇▇▇▇▇▇, the President and Chief Executive Officer
of TVX, concerning strategic alternatives including a possible combination of
their businesses.
On April 22, 2002, CIBC World Markets sent a letter, on behalf of Kinross,
to ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the Chairman of the board of directors of TVX, and ▇▇.
▇▇▇▇▇▇ setting out a proposal for and the attractions of the merger of Kinross,
TVX and Echo Bay and the concurrent acquisition by TVX of Newmont's approximate
50% interest in the TVX Newmont Americas joint venture. This letter was not sent
to Echo Bay. The letter included a presentation prepared by CIBC World Markets
summarizing the structure and attributes of the proposal.
As a result of numerous discussions among representatives of Kinross and
TVX and their respective legal and financial advisors, Kinross and TVX signed a
letter of intent dated May 9, 2002 pursuant to which those companies agreed to
pursue a possible combination involving the concurrent merger of Kinross and TVX
and the acquisition of Newmont's approximate 50% interest in the TVX Newmont
Americas joint venture and to approach Echo Bay concerning its participation in
this combination. By letter dated May 9, 2002, Newmont confirmed that it had
reviewed the letter of intent and that it supported the transactions
contemplated by the letter of intent. Newmont also confirmed that if Echo Bay
became a party to the proposed combination, it intended to vote its shares of
Echo Bay in support of Echo Bay's participation in the combination.
Kinross, TVX and Newmont entered into a confidentiality agreement dated as
of May 14, 2002 and commenced a mutual review of the assets and obligations of
each of Kinross and TVX and a review by Kinross of the TVX Newmont Americas
joint venture. The parties agreed to commence a three week period of due
diligence, including site visits, management and auditor meetings and document
reviews. The parties also agreed to commence the negotiation of definitive
documentation, including agreements from certain significant shareholders to
vote their interest in a party in favour of that party's participation in the
proposed combination.
During this period, financial, legal and accounting advisors to each of
Kinross and TVX considered tax and legal structures to accomplish the proposed
transactions, and management and the respective auditors commenced the
preparation of draft pro forma financial statements.
8
On May 20, 2002, ▇▇. ▇▇▇▇ ▇▇▇▇▇, Executive Vice President of Kinross,
telephoned ▇▇. ▇▇▇▇▇▇▇, and disclosed that Kinross and TVX had entered into a
letter of intent pursuant to which they had agreed to pursue a possible
combination of Kinross and TVX and a concurrent acquisition by TVX of Newmont's
approximate 50% non-controlling interest in the TVX Newmont Americas joint
venture and invited Echo Bay to join the process commenced by the letter of
intent. ▇▇. ▇▇▇▇▇▇▇ requested that ▇▇. ▇▇▇▇▇ provide an indicative proposal.
On May 21, 2002, ▇▇. ▇▇▇▇▇▇ sent an indicative proposal to Echo Bay, which
described the merits of the proposed combination. Echo Bay was concurrently
provided with a copy of the letter of intent between Kinross and TVX, the
Newmont support letter and the confidentiality and standstill agreement executed
by Kinross, TVX and Newmont. Echo Bay signed a counterpart of the
confidentiality and standstill agreement on that date. Under the terms of the
indicative proposal, one Echo Bay common share would be exchanged for 0.45 to
0.48 of a Kinross common share.
On May 21, 2002, the first draft of the combination agreement was
circulated by Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to Kinross in
respect of the combination, to the respective senior management and advisors of
Kinross and TVX. Thereafter, management and advisors of each of Kinross, TVX and
Echo Bay met, or otherwise communicated, on numerous occasions to continue their
due diligence reviews and negotiate the legal and economic terms of the
combination agreement.
On May 22, 2002, Echo Bay received a combined due diligence request list
from Kinross and TVX and commenced its due diligence review of Kinross, TVX and
the TVX Newmont Americas joint venture. Also on May 22, 2002, ▇▇. ▇▇▇▇▇▇ made a
follow-up telephone call to ▇▇. ▇▇▇▇▇▇▇ regarding the indicative proposal. ▇▇.
▇▇▇▇▇▇▇ indicated that the proposal would receive due consideration.
From May 24, 2002 through the following week, members of senior management
of Kinross, TVX and Echo Bay engaged in a series of discussions to negotiate the
terms of, and evaluate alternative structures for, the proposed combination.
On May 30 and 31, 2002, ▇▇. ▇▇▇▇▇▇▇ contacted ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇, to
discuss the proposed exchange ratio for Echo Bay, expressing the view that the
ratio would have to be improved for the Echo Bay shareholders if the proposed
combination were to be supported by the Echo Bay independent committee. ▇▇.
▇▇▇▇▇▇▇ proposed that the ratio be increased to 0.52 of a Kinross common share
for each Echo Bay common share. ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ discussed this matter
with their respective financial advisors and senior management and agreed to
increase the ratio to 0.52 of a Kinross common share for each Echo Bay common
share.
During the period of June 5 to 7, 2002, Echo Bay's legal and financial
advisors conveyed concerns of the independent committee of Echo Bay to Kinross'
and TVX's respective legal and financial advisors regarding the exchange ratio
and the combination agreement, while holding numerous discussions regarding the
proposed terms of the combination. ▇▇. ▇▇▇▇▇▇▇ communicated to ▇▇. ▇▇▇▇▇▇ and to
▇▇. ▇▇▇▇▇▇ that any Kinross offer must address certain contractual areas of
importance to Echo Bay before Echo Bay's special committee would be prepared to
support the combination. ▇▇. ▇▇▇▇▇▇ maintained TVX's view that Kinross also
needed to address certain contractual areas of importance to TVX. During this
period, the outstanding issues had not been satisfactorily resolved but all
parties continued to work towards a resolution. ▇▇. ▇▇▇▇▇▇▇ continued to
communicate separately, by telephone, with ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ to discuss
outstanding issues. ▇▇. ▇▇▇▇▇▇▇ was also informed that Kinross and TVX were not
prepared to increase the exchange ratio for one Echo Bay common share to a level
greater than 0.52 of a Kinross common share.
The board of directors of Kinross (the "Board of Directors") met on June 6,
2002 to receive the report of the due diligence review of TVX and Echo Bay
prepared by its general legal counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP. The Board
of Directors also heard a presentation from Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, its
special counsel in respect of the combination, concerning the proposed structure
of the combination, the principal legal steps necessary to implement it and
certain legal issues to be considered by the Board of Directors. This
presentation included a discussion of the duties of directors in a transaction
of this kind and the standard of care expected of them in fulfilling those
duties. CIBC World Markets reported on the proposed combination and provided a
preliminary report on the fairness, from a financial point of view, of the share
consideration payable by Kinross pursuant to the combination and the cash
consideration payable by TVX pursuant to the purchase of Newmont's interest in
the TVX Newmont Americas joint venture. Legal counsel and CIBC World Markets
were instructed to continue to negotiate the combination agreement and the Board
of Directors agreed to reconvene on June 9, 2002 to further consider the matter.
9
Throughout the weekend of June 8 and 9, 2002, representatives of senior
management of Kinross, TVX and Echo Bay and their respective legal and financial
advisors participated in various conference calls and meetings in an effort to
resolve significant business issues and the definitive documentation for the
combination. During this period, Kinross also participated in various calls with
Newmont and Echo Bay to finalize the lock-up agreements with Newmont, Newmont
Mining Corporation of Canada Limited ("Newmont Canada") and Echo Bay.
The Board of Directors convened on June 9, 2002 to further consider the
matters relating to the combination. At its meeting on June 9, 2002, the Board
of Directors concluded, after the results of the due diligence review and
receiving the advice of CIBC World Markets and Kinross' special legal counsel,
that the combination was fair to shareholders of Kinross and in the best
interests of Kinross and that it would recommend to its shareholders that they
vote in favour of those matters relating to the combination requiring
shareholder approval, including the Share Issuance Proposal (as defined
hereafter), the consolidation of Kinross Common Shares on a one for three basis
and the election of directors at the Meeting. The Board of Directors authorized
the execution and delivery of the combination agreement substantially in the
form presented to the Board of Directors with whatever changes or amendments
were determined to be necessary.
On June 10, 2002, Kinross, TVX, Echo Bay and their respective financial and
legal advisors finalized the combination agreement and the applicable lock-up
agreements on a basis that satisfactorily resolved the outstanding issues. The
agreements relating to the purchase of Newmont's interest in the TVX Newmont
Americas joint venture were also finalized and signed. The parties issued a
joint press release announcing the combination on June 10, 2002.
CIBC WORLD MARKETS FAIRNESS OPINION
Pursuant to a letter agreement dated June 8, 2002, Kinross retained CIBC
World Markets as financial advisor to Kinross and the Board of Directors in
connection with the combination. With respect to such engagement, the Board of
Directors requested that CIBC World Markets render a written opinion as to the
fairness, from a financial point of view, of the share consideration payable by
Kinross pursuant to the arrangement and the cash consideration payable by TVX
pursuant to the purchase of Newmont's interest in the TVX Newmont Americas joint
venture. CIBC World Markets was not engaged to make (and has not made) an
independent formal valuation of Kinross, TVX, the TVX Newmont Americas joint
venture or Echo Bay or any of their respective material assets or securities.
In connection with the consideration of the combination by the Board of
Directors, CIBC World Markets delivered its written opinion on June 10, 2002.
Based on its review and subject to the assumptions and limitations summarized
therein, CIBC World Markets was of the opinion that, as of the date of the
written opinion, each of the share consideration payable by Kinross pursuant to
the arrangement and the cash consideration payable by TVX pursuant to the
purchase of Newmont's interest in the TVX Newmont Americas joint venture was
fair from a financial point of view to Kinross and TVX, respectively.
THE FULL TEXT OF THE WRITTEN OPINION OF CIBC WORLD MARKETS DATED JUNE 10,
2002 WHICH SETS FORTH THE ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITATIONS
ON THE REVIEW UNDERTAKEN, IS SET FORTH AS EXHIBIT 1 TO THIS MANAGEMENT
INFORMATION CIRCULAR. THE CIBC WORLD MARKETS OPINION WAS PREPARED AT THE REQUEST
AND FOR THE INFORMATION OF THE BOARD OF DIRECTORS OFKINROSS AND IS DIRECTED ONLY
TO THE FAIRNESS, FROM A FINANCIAL POINT OF VIEW, OF THE SHARE CONSIDERATION
PAYABLE BY KINROSS PURSUANT TO THE ARRANGEMENT AND THE CASH CONSIDERATION
PAYABLE BY TVX PURSUANT TO THE PURCHASE OF NEWMONT'S INTEREST IN THE TVX NEWMONT
AMERICAS JOINT VENTURE, DOES NOT ADDRESS THE MERITS OF THE UNDERLYING DECISION
BY THE BOARD OF DIRECTORS TO PARTICIPATE IN THE COMBINATION AND DOES NOT
CONSTITUTE A RECOMMENDATION OF ANY KIND TO ANY KINROSS SHAREHOLDER AS TO HOW
SUCH SHAREHOLDER SHOULD VOTE WITH RESPECT TO THE MATTERS TO BE CONSIDERED AT THE
MEETING.
CIBC World Markets will receive a fee for its services in connection with
the combination, a portion of which is contingent upon the completion of the
combination. Kinross has also agreed to indemnify CIBC World Markets and certain
related persons against certain liabilities in connection with its engagement,
including certain liabilities under securities legislation. CIBC World Markets
has, in the past, acted as an underwriter for public offerings of Kinross'
securities and as financial advisor to Kinross in connection with acquisition
and divestiture matters unrelated to the combination. In the ordinary course of
its business, CIBC World Markets and its affiliates may actively trade in the
10
debt and equity securities of Kinross, TVX, Echo Bay and Newmont for its and
such affiliates' accounts and for the accounts of its customers and,
accordingly, may at any time hold a long or short position in such securities.
CIBC World Markets may continue providing investment banking services to Kinross
and any subsidiary of Kinross following completion of the combination.
RECOMMENDATION OF THE BOARD OF DIRECTORS OF KINROSS
THE BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE COMBINATION IS
IN THE BEST INTERESTS OF KINROSS AND IS FAIR TO THE KINROSS SHAREHOLDERS, AND
RECOMMENDS THAT THE KINROSS SHAREHOLDERS VOTE FOR THE RESOLUTIONS TO BE
CONSIDERED AT THE SPECIAL MEETING, THE DETAILS OF WHICH ARE DISCUSSED IN THIS
MANAGEMENT INFORMATION CIRCULAR.
In arriving at their recommendation, the Board of Directors considered the
following:
(i) the opportunity afforded by the combination to integrate the
operations, properties and administration of the three companies to
create a senior gold producer with expected annual gold production of
approximately two million ounces;
(ii) the market capitalization of Kinross following completion of the
combination is expected to be in excess of $2 billion based on
current trading prices;
(iii) shareholders of Kinross are expected to have improved trading
liquidity;
(iv) the combination is expected to be immediately accretive to Kinross'
earnings, free cash flow and net asset value;
(v) Kinross will maintain its entrepreneurial management style using the
pool of talented people in the three companies;
(vi) the after-tax synergies are expected to generate approximately $15
million per year in savings in the areas of general and
administrative costs, exploration and purchasing;
(vii) the view of the Board of Directors that historical information
concerning the respective businesses of Kinross, TVX and Echo Bay
favour the combination;
(viii) the trading prices of each of Kinross, TVX and Echo Bay prior to the
date of the combination agreement;
(ix) the high degree of certainty that the combination agreement will be
completed as provided by the terms of the combination agreement and
the lock-up agreements; and
(x) the CIBC World Markets fairness opinion which concluded that as of
the date of the opinion, each of the share consideration payable by
Kinross in connection with the arrangement, and the cash
consideration payable by TVX in connection with the purchase of
Newmont's interest in the TVX Newmont Americas joint venture, is fair
from a financial point of view to Kinross and TVX, respectively.
In reaching its determination, the Board of Directors also considered and
evaluated, among other things:
- information concerning the results of operations, performance, financial
condition and prospects of each of the combining companies on a
company-by-company basis and on a combined basis;
- the results and scope of the due diligence review conducted by the
members of management and counsel to Kinross with respect to the
business and scope of the other combining companies;
- information with respect to recent and historical trading prices and
trading multiples of the publicly traded shares of each of the combining
companies and current economic, industry and market conditions affecting
the combining companies.
The Board of Directors also considered the terms of the combination
agreement and the structure of the combination.
Based on all of these factors and such other factors as the Board of
Directors deemed relevant, the Board of Directors approved the combination
agreement and the transactions contemplated thereby.
This discussion of the information and the factors considered and given
weight by the Board of Directors is not intended to be exhaustive but is
believed to include all material factors considered by the Board of Directors in
reaching the determination to approve and recommend the combination. The Board
of Directors did not assign any
11
relative or specific weights to the foregoing factors which were considered, and
individual directors may have given differing weights to different factors.
MATTERS TO BE ACTED UPON
I. SHARE ISSUANCE PROPOSAL
Pursuant to the combination agreement, upon the arrangement being
effective, based on the number of TVX common shares and Echo Bay common shares
outstanding as of November 30, 2002, the Corporation will be required (i) to
issue an aggregate of approximately 177,399,491 consolidated Common Shares (if
the consolidation is effected) or approximately 532,198,473 Common Shares (if
the consolidation is not effected) to the shareholders of TVX and Echo Bay in
exchange for their TVX common shares and their Echo Bay common shares,
respectively; and (ii) to assume the obligations under the issued and
outstanding stock options of each of TVX and Echo Bay, as applicable, and to
assume the obligations under share purchase warrants issued by TVX and Echo Bay
to purchase TVX common shares and Echo Bay common shares, respectively,
outstanding on the effective date of the combination, and reserve for issuance a
sufficient number of Common Shares for delivery upon the exercise of such
options and such warrants (the above obligations of the Corporation being
referred hereinafter collectively as the "Share Issuance Proposal"). Based on
the number of options and warrants to purchase common shares of TVX and Echo Bay
outstanding on November 30, 2002, upon completion of the combination, and
assuming the consolidation occurs, holders of options to purchase TVX common
shares and holders of options to purchase Echo Bay common shares will be
entitled to purchase an aggregate of approximately 2,623,752 consolidated Common
Shares and the current holders of warrants to purchase TVX common shares and
current holders of warrants to purchase Echo Bay common shares will be entitled
to purchase an aggregate of approximately 6,794,094 consolidated Common Shares.
The arrangement is conditional upon the approval by the Kinross shareholders of
the Share Issuance Proposal.
At the Meeting, the shareholders of Kinross will be asked to approve the
Share Issuance Proposal resolution, the text of which is set out below.
The Share Issuance Proposal must be approved by a majority of the votes
cast, either in person or by proxy, at the Meeting. UNLESS OTHERWISE INDICATED,
THE PERSONS IN THE ACCOMPANYING FORM OF PROXY INTEND TO VOTE FOR THE SHARE
ISSUANCE PROPOSAL RESOLUTION.
"BE IT RESOLVED THAT:
A. The reservation for issuance and the issuance of the number of Common
Shares of the Corporation necessary to effect the Share Issuance Proposal in
connection with the combination as described in the management information
circular and management information circular supplement previously delivered
to the shareholders of the Corporation is hereby authorized and approved;
and
B. Notwithstanding that this resolution has been duly passed by the holders
of the Common Shares of the Corporation, the directors of the Corporation
are hereby authorized and empowered, if they decide not to proceed with the
Share Issuance Proposal, to revoke this resolution at any time prior to the
closing date of the combination, without further notice to or approval of
the shareholders of the Corporation."
II. ELECTION OF ADDITIONAL DIRECTORS
In the combination agreement, the parties have agreed that immediately
after the effective date of the combination, the Board of Directors will be
comprised of 10 agreed upon individuals. The Corporation is asking the
shareholders to elect four additional agreed-upon individuals to the Board of
Directors, being Messrs. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Q.C., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. The election of all of the four additional
directors will take effect at the effective time of the arrangement and such
directors will hold office until the next annual meeting of shareholders of the
Corporation or until their successors are elected or appointed. The arrangement
is conditional upon the election to the Board of Directors of these four
individuals. THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO CAST THE
VOTES TO WHICH THE COMMON SHARES REPRESENTED BY SUCH PROXY ARE ENTITLED FOR THE
ELECTION OF THE NOMINEES WHOSE NAMES ARE SET FORTH BELOW, UNLESS THE SHAREHOLDER
WHO HAS GIVEN SUCH PROXY HAS DIRECTED THAT THE SHARES BE WITHHELD FROM VOTING IN
THE ELECTION OF DIRECTORS. Management of the Corporation does not contemplate
that any of the nominees will be unable to serve as a director, but if that
should occur for any reason at or prior to the Meeting, the persons named in the
enclosed form of proxy reserve the right to vote for another nominee in their
discretion. Assuming the above nominees are elected, upon the combination being
effective, the Board of Directors will consist of
12
Messrs. ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇. ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇, a current member of the Board of
Directors, has agreed to tender his resignation from the Board of Directors
effective upon the completion of the Combination.
The following table sets forth certain information with respect to the four
additional persons proposed to be nominated by management for election as
directors.
COMMON SHARES OWNED,
CONTROLLED OR DIRECTED(1)
--------------------------
NAME AND PLACE OF RESIDENCE PRINCIPAL OCCUPATION TVX/ECHO BAY KINROSS
--------------------------- -------------------------------------- --------------- -------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Q.C............... Managing Partner and Chairman of 5,000 TVX 10,833
Calgary, Alberta the Executive Committee of Burnet,
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (law firm)
▇▇▇▇▇ ▇▇▇▇▇▇▇▇....................... Senior Vice President of Newmont none none
Toronto, Ontario President and Managing Director of
Newmont Capital Limited
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.................... Chairman and Chief Executive Officer 10,000 Echo Bay 1,733
Highlands Ranch Colorado, U.S.A. of Echo Bay
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.................... President of Baymont Capital Resources 25,000 TVX 54,167
Inc.
Orangeville, Ontario (investment and business development
company) and Chairman of the board of
directors of TVX
---------------
(1) Information respecting holdings of securities has been provided by the
proposed nominees individually and reflects the number of TVX common shares
or Echo Bay common shares held respectively, as well as the number of
Kinross Common Shares that will be held on completion of the combination and
the consolidation.
Each of the proposed nominees 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.
III. CONSOLIDATION
As of December 17, 2002, the Corporation had 408,498,727 Common Shares
issued and outstanding. The number of Common Shares issued and outstanding after
giving effect to the combination will be approximately 940,697,200 shares. To
reduce the issued and outstanding capital of the Corporation, the Corporation
proposes that, subject to obtaining all required approvals, the Corporation's
issued and outstanding share capital be consolidated on the basis of one
consolidated Common Share for each three old Common Shares.
Upon the completion of the combination and the proposed consolidation of
the Common Shares on a one for three basis, the total number of issued and
outstanding Common Shares of the Corporation will be reduced to approximately
313,565,733 Common Shares.
The exercise or conversion price and the number of Common Shares issuable
under any outstanding convertible securities of the Corporation, including
outstanding incentive stock options, will be proportionately adjusted if the
proposed consolidation is effected.
As soon as practicable after the proposed consolidation has been effected,
the Corporation will send letters of transmittal to holders of Common Shares for
use in transmitting their share certificates to the Corporation's registrar and
transfer agent, Computershare Trust Company of Canada, in exchange for new
certificates representing the number of Common Shares to which such shareholder
is entitled as a result of the consolidation. No delivery of a new certificate
to a shareholder will be made until the shareholder has surrendered his, her or
its current issued certificates. Until surrendered, each share certificate
representing old Common Shares shall be deemed for all purposes to represent the
number of new Common Shares (being one-third the number represented on the old
share certificate) to which the holder is entitled as a result of the
consolidation.
No fractional shares will be issued if, as a result of the consolidation,
the holder becomes entitled to a fractional share. In such case, any fraction
will be rounded down to the nearest whole number.
13
Under the provisions of the Business Corporations Act (Ontario), the
proposal to proceed with the consolidation must be approved by a special
resolution, which requires that the resolution be passed by a majority of not
less than sixty six and two-thirds percent (66 2/3%) of the votes cast by
shareholders represented in person or by proxy at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF THE CORPORATION
VOTE FOR THE SPECIAL RESOLUTION RELATING TO THE CONSOLIDATION.
UNLESS OTHERWISE INDICATED, THE PERSONS NAMED IN THE ACCOMPANYING FORM OF
PROXY INTEND TO VOTE FOR THE SPECIAL RESOLUTION RELATING TO THE CONSOLIDATION.
The text of the special resolution, which will be submitted to shareholders
at the Meeting, is set out below.
"RESOLVED, as a special resolution, that:
A. The Articles of the Corporation be amended to provide that:
1. The authorized capital of the Corporation is altered by
consolidating all of the issued and outstanding common shares of
the Corporation on the basis of one new common share for each
three old common shares; and
2. Any fractional common share arising on the consolidation of the
common shares of the Corporation will be deemed to have been
tendered by its registered owner to the Corporation for
cancellation and will be returned to the authorized but unissued
capital of the Corporation.
B. Notwithstanding the passage of this special resolution, the directors
of the Corporation be and are hereby authorized and empowered to revoke
this resolution at any time prior to the filing of such Articles of
Amendment without further approval of the shareholders of the Corporation.
C. Any officer or director of the Corporation is hereby authorized to
execute all documents and to do all acts and things necessary or advisable
to give effect to this resolution, the execution of any such document or
the doing of any such other act or thing being conclusive evidence of such
determination.
D. Upon Articles of Amendment becoming effective in accordance with the
provisions of the Business Corporations Act (Ontario), the Articles of the
Corporation shall be amended accordingly."
IV. REDUCTION OF STATED CAPITAL
An arrangement under the CBCA requires court approval. Prior to the mailing
of this circular, a wholly-owned newly incorporated subsidiary of Kinross (which
we refer to in this circular as "Kinross Subco") obtained, from the Superior
Court of Justice, Ontario, the interim order for the arrangement providing for
the calling and holding of the special meetings of shareholders of the parties
and certain other procedural matters. Pursuant to the interim order, Kinross
Subco is required to return to court for a final order approving the
arrangement. At the hearing, the Court will be asked to approve the terms and
conditions of the arrangement. In hearing the petition for the final order, the
Court will consider, among other things, the fairness and reasonableness of the
arrangement and satisfaction of the statutory conditions for completing an
arrangement under the CBCA, including compliance with the solvency tests
discussed in the following paragraphs. Among the statutory conditions to be
complied with in order for the Court to approve the arrangement is that the
corporation proposing the arrangement, in this case, Kinross Subco, must not be
"insolvent" within the meaning of Section 192 of the CBCA. In the course of
obtaining the interim order, the Court was also advised that Kinross was "not
insolvent" within the meaning of the CBCA.
Under Section 192 of the CBCA, a corporation is not insolvent if it is able
to pay its liabilities as they become due and the realizable value of its assets
is greater than the aggregate of its liabilities and stated capital of all
classes of shares. The CBCA requires that a corporation create and maintain a
stated capital account for each class of its shares and add the value of the
consideration it receives upon the issue of a share to be applicable stated
capital account. The stated capital account is not automatically reduced by the
amount of a corporation's accumulated deficit and, consequently, the value of
the stated capital account can be greater than the corporation's shareholder
equity of that class. If a corporation has accumulated a significant deficit but
has not concurrently reduced its stated capital accounts, compliance with the
second stage of the test set forth in Section 192 of the CBCA may be difficult.
However, both the CBCA and the Business Corporations Act (Ontario) (the "OBCA")
(the statute by which Kinross is governed) provide that a stated capital account
may be reduced for any purpose by a special resolution of the holders (i.e. one
approved by no less than 66 2/3% of the votes cast at a special meeting) of the
applicable class.
14
In order to ensure that the realizable value of Kinross' assets will exceed
its liabilities and stated capital at the time the arrangement is to be
completed, Kinross will request that its shareholders pass a special resolution
pursuant to Section 34(1) of the OBCA to approve a reduction of the stated
capital account maintained for its common shares by approximately $747 million.
This amount is equal to Kinross' accumulated deficit as at September 30, 2002.
In addition to reducing the stated capital of the common shares, the reduction
in stated capital will eliminate Kinross' accumulated deficit but will leave
Kinross' shareholders' equity unaffected.
The reduction of Kinross' stated capital is not a condition to the
completion of the arrangement under the terms of the combination agreement.
However, Kinross has determined that it is desirable to effect the reduction in
stated capital to ensure that the tests outlined in Section 192 of the CBCA will
be met at the time final Court approval of the arrangement is sought. See
"Regulatory Matters -- Court Approval of the Arrangement" in the enclosed
management information circular supplement.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF THE CORPORATION
VOTE FOR THE SPECIAL RESOLUTION RELATING TO THE REDUCTION OF THE STATED CAPITAL.
UNLESS OTHERWISE INDICATED, THE PERSONS NAMED IN THE ACCOMPANYING FORM OF
PROXY INTEND TO VOTE FOR THE SPECIAL RESOLUTION RELATING TO THE REDUCTION OF THE
STATED CAPITAL.
The text of the special resolution, which will be submitted to shareholders
at the Meeting is set out below.
"RESOLVED, as a special resolution that:
A. The Corporation is hereby authorized to reduce the stated capital
account maintained in respect of its common shares by approximately $747
million (or such other amount as may be determined by the directors of the
Corporation), with effect as and from the passage of this resolution, by
deducting that amount from the stated capital maintained by Kinross for its
common shares.
B. Any officer or director of the Corporation is hereby authorized and
directed for and on behalf of the Corporation to execute or cause to be
executed, under the seal of the Corporation or otherwise, and deliver or
cause to be delivered, all such other documents and instruments and to
perform or cause to be performed all such other acts and things as may be
necessary or desirable to give full effect to this special resolution and
the matters authorized hereby."
V. TERMINATION OF SHAREHOLDER RIGHTS PLAN
In connection with the combination, Kinross will ask its shareholders to
terminate the Corporation's shareholder rights plan (the "Plan"). The Plan was
adopted by the Board of Directors and made effective on November 3, 2000. The
purpose of the Plan is to provide the Board of Directors with sufficient time to
explore and develop initiatives for increasing shareholder value if a take-over
bid is made for the Corporation and to provide every shareholder with an equal
opportunity to participate in such bid.
Under the Plan, one right is attached to each Common Share. Each right
permits the holder to acquire Common Shares at a substantial discount to the
market price. The rights become separable from Common Shares and exercisable
only in specified circumstances. The Plan has a term of three years and will
expire on November 3, 2003, unless the rights are earlier redeemed.
The termination of the Plan is necessary to ensure that Canadian holders of
TVX common shares and Echo Bay common shares are able to receive tax deferred
"roll-over" and adjusted cost base flow-through treatment in connection with the
arrangement.
The Board of Directors believes that the termination of the Plan will
constitute an important inducement to Canadian holders of TVX common shares and
Echo Bay common shares to approve the combination. This has particular relevance
with respect to Newmont Mining Corporation of Canada Limited ("Newmont Canada"),
which beneficially owns approximately 45.3% of Echo Bay's outstanding common
shares. Pursuant to a lock-up agreement dated June 10, 2002, as amended as of
November 19, ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ has agreed to vote these shares in favour of
Echo Bay's participation in the arrangement. However, the lock-up agreement may
be terminated if Kinross' shareholders do not authorize the termination of the
Plan at the Meeting and the arrangement cannot otherwise be structured as a tax
deferred rollover under Canadian law. The arrangement is not conditional upon
the approval by the Kinross shareholders of the termination of the Plan.
However, the arrangement must be approved by 66 2/3% of the
15
shareholders of each of TVX and Echo Bay. In the event that the Plan is not
terminated, the likelihood of obtaining the necessary approval of the
arrangement from the TVX shareholders and the Echo Bay shareholders may be
jeopardized.
THE BOARD OF DIRECTORS BELIEVES THAT THE BENEFITS TO BE PROVIDED BY
TERMINATION OF THE PLAN OUTWEIGH THE DISADVANTAGE TO THE CORPORATION OF NOT
HAVING A PLAN IN PLACE, AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
TERMINATION OF THE PLAN.
The termination of the Plan must be approved by a majority of the votes
cast either in person or by proxy at the Meeting. UNLESS OTHERWISE INDICATED,
THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY INTEND TO VOTE FOR THE
RESOLUTION RELATING TO THE TERMINATION OF THE PLAN.
The text of the resolution, which will be submitted to shareholders at the
Meeting, is set out below.
"BE IT RESOLVED THAT:
A. The Shareholder Rights Plan, as set forth in the Rights Plan Agreement
dated November 3, 2000 between the Corporation and Computershare Trust
Company of Canada (as amended), is hereby terminated and all issued and
outstanding rights issued pursuant to the plan are hereby cancelled;
B. Notwithstanding the passage of this resolution, the directors be and are
hereby authorized and empowered to revoke this resolution at any time prior
to the termination of the Shareholder Rights Plan being effective; and
C. Any officer or director of the Corporation is authorized to execute all
documents and to do all acts and things necessary or advisable to give
effect to this resolution, the execution of any such document or the doing
of any such act or thing being conclusive evidence of such determination."
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, filed with the various securities commissions or
similar authorities in the provinces of Canada, are specifically incorporated by
reference into and form an integral part of this circular:
- the Amended Renewal Annual Information Form of Kinross dated May 9, 2002
(amended November 18, 2002) for the year ended December 31, 2001;
- amended management's discussion and analysis of financial condition and
results of operations for the year ended December 31, 2001;
- the restated audited consolidated financial statements of Kinross as at
December 31, 2001 and 2000 and for the years ended December 31, 2001,
2000 and 1999, together with the auditors' report thereon and the notes
thereto;
- the management information circular and proxy materials of Kinross dated
March 22, 2002;
- the first quarter report containing the unaudited consolidated financial
statements of Kinross as at and for the three months ended March 31,
2002 and 2001 together with the notes thereto;
- interim management's discussion and analysis of financial condition and
results of operations dated April 30, 2002 for the three months ended
March 31, 2002;
- material change report dated January 22, 2002 relating to the entering
into of an agreement by Kinross in connection with the offering of
20,000,000 common shares for gross proceeds of Cdn.$27 million;
- material change report dated February 5, 2002 relating to the
consideration of a tender offer for the $3.75 Series B convertible
preferred shares of Kinam Gold Inc. and the write-down of Kinross'
investment in the Blanket mine of Zimbabwe;
- material change report dated February 12, 2002 relating to the
completion of the previously announced sale of 20,000,000 common shares
and the exercise of an underwriters' option to purchase an additional
3,000,000 common shares resulting in the aggregate of 23,000,000 common
shares for gross proceeds of Cdn.$31.05 million;
- material change report dated February 20, 2002 relating to the financial
results of Kinross as at and for the year ended December 31, 2001 and
summary of reserves and resources as at December 31, 2001;
16
- material change report dated April 5, 2002 relating to the result of the
cash tender offer for the $3.75 Series B convertible preferred shares of
Kinam Gold Inc. made by Kinross' wholly-owned subsidiary Kinross Gold
U.S.A., Inc.;
- material change report dated April 11, 2002 relating to the signing of a
letter agreement between Kinross and a wholly-owned subsidiary of Placer
Dome Inc. to form a joint venture that will combine the two companies'
respective gold mining operations in the Porcupine district in Ontario,
Canada;
- material change report dated May 1, 2002 relating to the first quarter
report containing the unaudited consolidated financial statements of
Kinross as at and for the three months ended March 31, 2002 and 2001,
together with notes thereto and interim management's discussion and
analysis of financial condition and results of operations for the three
months ended March 31, 2002;
- material change report dated May 3, 2002 relating to Kinross' intention
to deliver into its relatively small gold forward sales and not replace
such ▇▇▇▇▇▇;
- material change report dated May 17, 2002 relating to the arbitration
ruling in favour of Compania Minera Maricunga on claims against Fluor
▇▇▇▇▇▇ Chile Ingeniera y Construccion S.A., Fluor ▇▇▇▇▇▇ Corporation and
Fluor ▇▇▇▇▇▇ ▇▇▇▇▇▇ Ltd.;
- material change report dated June 10, 2002 relating to the entering into
of the combination agreement with TVX and Echo Bay;
- material change report dated July 2, 2002 relating to the entering into
of an asset exchange agreement and a joint venture agreement with Placer
Dome Inc.;
- the second quarter report containing the unaudited consolidated
financial statements of Kinross as at and for the six months ended June
30, 2002 and 2001 together with the notes thereto;
- interim management's discussion and analysis of financial condition and
results of operations dated August 1, 2002 and for the six months ended
June 30, 2002;
- material change report dated September 13, 2002 relating to developments
in the litigation involving Omolon Gold Mining Company ("Omolon");
- material change report dated October 17, 2002 relating to the entering
into of an agreement in principle by Omolon with the Magadan
Administration and a majority of Russian shareholders of Omolon;
- material change report dated November 14, 2002 relating to the third
quarter report containing the unaudited consolidated financial
statements of the Corporation as at and for the nine months ended
September 30, 2002 and 2001, together with the notes thereto and interim
management's discussion and analysis of financial condition and results
of operations for the nine months ended September 30, 2002;
- material change report dated November 19, 2002 relating to the amendment
to the combination agreement dated November 19, 2001 which extended the
termination dates provided for in the combination agreement;
- material change report dated November 29, 2002 relating to the entering
into an agreement with a syndicate of underwriters under which the
underwriters have agreed to sell to the public 50,000,000 units at a
price of Cdn.$3.05 per unit;
- the third quarter report containing the unaudited consolidated financial
statements of Kinross as at and for the nine months ended September 30,
2002 and 2001 together with the notes thereto; and
- interim management's discussion and analysis of financial condition and
results of operations dated November 13, 2002 and for the nine months
ended September 30, 2002.
17
DIRECTORS' APPROVAL
The Board of Directors has approved the contents and the sending of the
circular.
The foregoing management information circular and the accompanying
management information circular supplement contain no untrue statement of a
material fact and do not omit to state a material fact that is required to be
stated or that is necessary to make a statement not misleading in the light of
the circumstances in which it was made.
DATED this 20th day of December, 2002.
(Signed) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Signed) ▇▇▇▇▇ ▇. ▇▇▇▇▇
President and Chief Vice President, Finance and
Executive Officer Chief Financial Officer
18
EXHIBIT 1
LOGO
June 10, 2002
The Board of Directors
Kinross Gold Corporation
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ Plaza
Toronto, Ontario
M5H 3Y2
Members of the Board:
We understand that
Kinross Gold Corporation ("Kinross" or the "Company") is
proposing to enter into a combination pursuant to which Kinross, Echo Bay Mines
Ltd. ("Echo Bay") and TVX Gold Inc. ("TVX") would combine their respective
businesses (the "Proposed Combination") in the manner and on the terms set out
in a Combination Agreement dated as of June 10, 2002. We further understand
that, subject to the satisfaction or waiver of the conditions contained in the
Combination Agreement, the Proposed Combination will be effected by way of a
plan of arrangement, as follows:
(a) a wholly-owned subsidiary of Kinross ("Kinross Subco") will
amalgamate with TVX to form a new corporation ("Amalco") and, upon
such amalgamation, Kinross will issue to holders of TVX common shares
0.65 common shares of Kinross for each outstanding common share of
TVX; and
(b) each outstanding common share of Echo Bay will be exchanged for 0.52
common shares of Kinross.
The common shares of Kinross referred to above in paragraphs (a) and (b)
are referred to collectively as the "Share Consideration".
We also understand that, immediately prior to the completion of the
Proposed Combination, TVX will acquire (the "Proposed Acquisition") from Newmont
Mining Corporation ("Newmont") a 49.9% interest in the TVX Americas Joint
Venture ("TVX NA") for US$180 million in cash (the "Cash Consideration")
pursuant to the terms of certain agreements each dated June 11, 1999 (the "JV
Agreement") between TVX and certain subsidiaries of Newmont.
Pursuant to an engagement agreement dated June 8, 2002, Kinross retained
CIBC World Markets Inc. ("CIBC World Markets") as a financial advisor to the
Company and its board of directors (the "Board of Directors") with regard to the
Proposed Combination and the Proposed Acquisition and certain related matters.
In connection with its consideration of the Proposed Combination and Proposed
Acquisition, the Board of Directors has requested CIBC World Markets to provide
an opinion (the "Opinion") as to the fairness, from a financial point of view,
of the Share Consideration payable by Kinross pursuant to the Proposed
Combination and the Cash Consideration payable by TVX pursuant to the Proposed
Acquisition.
CREDENTIALS OF CIBC WORLD MARKETS
CIBC World Markets is one of Canada's largest investment banking firms with
operations in all facets of corporate and government finance, mergers and
acquisitions, equity and fixed income sales and trading, and investment
research. The Opinion expressed herein is the opinion of CIBC World Markets and
the form and content herein have been approved for release by a committee of its
managing directors, each of whom is experienced in merger, acquisition,
divestiture and valuation matters.
RELATIONSHIP WITH INTERESTED PARTIES
Neither CIBC World Markets nor any of its affiliates is, to its knowledge,
an insider, associate or affiliate (as those terms are defined in the Securities
Act (Ontario)) of Kinross, TVX, Echo Bay or any of their respective associates
or
1
affiliates. Except as financial advisor to Kinross, neither CIBC World Markets
nor any of its associates or affiliates is an advisor to any of the parties to
the Combination Agreement.
CIBC World Markets has acted as an underwriter for public offerings of the
Company's securities and as a financial advisor to the Company in connection
with acquisition and divestiture matters unrelated to the Proposed Combination
and the Proposed Acquisition. In the ordinary course of our business, we and our
affiliates may actively trade the debt and equity securities of the Company,
TVX, Echo Bay and Newmont for our and such affiliates' own accounts and for the
accounts of our customers and, accordingly, may at any time hold long or short
positions in such securities. CIBC World Markets may continue providing
investment banking services to Kinross and Amalco following completion of the
Proposed Combination and the Proposed Acquisition.
SCOPE OF REVIEW
In connection with rendering our Opinion, we have:
i) reviewed the Combination Agreement and related agreements;
ii) reviewed the annual reports to shareholders of Kinross and TVX and
the Report on Form 10-K of Echo Bay for each of the fiscal years
ended December 31, 1999 -- 2001;
iii) reviewed the unaudited interim reports of Kinross, TVX and Echo Bay
for each quarter of fiscal 2001 and the first quarter of fiscal
2002;
iv) reviewed the Company's Renewal Annual Information Form dated March 9,
2002;
v) reviewed the TVX Annual Information Form dated April 11, 2002;
vi) reviewed Kinross' Management Information Circular dated April 2,
2002;
vii) reviewed Echo Bay's Management Proxy Circular dated April 5, 2002;
viii) reviewed TVX's 2002 Management Information Circular dated April 10,
2002;
ix) reviewed the TVX final Short Form Prospectus dated April 5, 2002;
x) reviewed the Echo Bay final Short Form Prospectus dated May 9, 2002
and related news releases;
xi) reviewed operating plans relating to Kinross, TVX, TVX NA and Echo
Bay prepared or discussed with us by their respective management
teams including site visits by CIBC World Markets and Kinross
management to the material properties of TVX, TVX NA and Echo Bay;
xii) reviewed an executed copy of the JV Agreement and related agreements;
xiii) reviewed public information and equity research analyst reports
concerning Kinross, TVX, Echo Bay and other publicly-traded gold
mining companies;
xiv) reviewed public information and analyses regarding other companies,
including data relating to public market trading levels and implied
multiples for comparable transactions;
xv) reviewed the reported price and recent and relevant trading histories
of the outstanding common shares of Kinross, TVX and Echo Bay;
xvi) obtained a certificate signed by two senior officers of the Company
attesting to the accuracy and completeness of the information
provided by Kinross;
xvii) participated in discussions with the senior management of Kinross,
TVX and Echo Bay with regard to, among other things, their respective
business operations, financial position, budgets, key assets and
prospects;
xviii) participated in discussions with the legal counsel and tax advisors
to Kinross, TVX and Echo Bay with regard to, among other things, the
Proposed Combination, the Proposed Acquisition and the Combination
Agreement; and
xix) reviewed such other information and analyses and had such other
discussions (including discussions with third parties) as we
considered necessary or appropriate in the circumstance for the
purpose of preparing this Opinion.
CIBC World Markets was not, to the best of its knowledge, denied access by
Kinross, TVX or Echo Bay to any information requested by CIBC World Markets.
2
ASSUMPTIONS AND LIMITATIONS
Our Opinion is subject to the assumptions, explanations and limitations set
forth below.
CIBC World Markets will be paid a fee for its services as financial advisor
to Kinross, part of which is contingent upon the successful completion of the
Proposed Combination and the Proposed Acquisition. In addition, Kinross has
agreed to indemnify CIBC World Markets in respect of certain liabilities that
might arise out of its engagement.
We have not been asked to prepare and have not prepared a formal valuation
of the Company, TVX, TVX NA or Echo Bay or any of their respective material
assets or securities and our Opinion should not be construed as such. We have
not been asked to solicit expressions of interest from or negotiate with any
third parties concerning potential alternatives to the Proposed Combination or
the Proposed Acquisition.
With your approval, we have relied upon, and have assumed the completeness,
accuracy and fair presentation of all financial and other information, data,
advice, opinions and representations obtained by us from public sources, or
provided to us by the Company, TVX, TVX NA, Echo Bay and Newmont or otherwise
pursuant to our engagement by Kinross, and our Opinion is conditional on such
completeness, accuracy and fair presentation. We have not attempted to verify
independently the accuracy or completeness of any such information, data,
advice, opinions and representations. We have also relied upon the accuracy of
the representations and warranties made by each of the parties to the
Combination Agreement, without independent verification. In addition, two senior
officers of Kinross have represented to us, in certificates delivered as at the
date hereof, among other things, that the information, opinions and other
materials (the "Information") provided to us by or on behalf of Kinross are
complete and correct at the date the Information was provided to us and that
since the date of the Information, there has been no material change, financial
or otherwise, in the position of Kinross, or its assets, liabilities (contingent
or otherwise), business or operations and there has been no change of any
material fact which is of a nature as to render the Information untrue or
misleading in any material respect.
With respect to operating plans prepared by management of Kinross, TVX, TVX
NA and Echo Bay, respectively, we have assumed that such plans have been
reasonably prepared on a basis of reflecting the best currently available
estimates and judgements of such management as to the future operating
performance of TVX, TVX NA and Echo Bay, and that each such company will perform
substantially in accordance with such plans. With respect to such management
estimates of cost savings that are anticipated to result from completion of the
Proposed Combination and the Proposed Acquisition, we have assumed that such
cost savings will be realized substantially in accordance with those estimates.
Our Opinion is rendered on the basis of securities markets, economic and
general business and financial conditions prevailing as at the date hereof and
the conditions and prospects, financial and otherwise, of Kinross, TVX, TVX NA
and Echo Bay as they are reflected in the information and documents reviewed by
us and as they were represented to us in our discussions with management. In our
analyses and in connection with the preparation of our Opinion, we made numerous
assumptions with respect to industry performance, general business, market and
economic conditions and other matters, many of which are beyond the control of
any party involved in the Proposed Combination or the Proposed Acquisition.
The Opinion is given as of the date hereof and CIBC World Markets disclaims
any undertaking or obligation to advise any person of any change in any fact or
matter affecting the Opinion which may come or be brought to CIBC World Markets'
attention after the date hereof. Notwithstanding the foregoing, if we discover
that any material fact or information that we relied upon in preparing this
Opinion was incorrect or incomplete, or if there occurs any material change
affecting Kinross, TVX, TVX NA or Echo Bay that affects our Opinion, CIBC World
Markets reserves the right to change, modify or withdraw the Opinion.
The Opinion has been provided for the use of the Board of Directors and may
not be copied, published or used by any other person or relied upon by any other
person other than the Board of Directors without the express prior written
consent of CIBC World Markets. The Opinion is not and should not be construed as
a recommendation to any holder of Kinross shares that it should vote in
connection with any approval to be obtained in connection with the Proposed
Combination or the Proposed Acquisition. In addition, we are not expressing any
opinion as to the market price or value of the common shares of Kinross after
completion of the Proposed Combination and the Proposed Acquisition.
In providing our opinion as to the fairness, from a financial point of
view, of the Share Consideration payable by Kinross pursuant to the Proposed
Combination, we have assumed that TVX will complete the Proposed Acquisition
3
immediately prior to the completion of the Proposed Combination, such that the
Proposed Combination and the Proposed Acquisition will be two steps in the same
multi-step transaction.
OPINION
Based upon and subject to the foregoing and such other matters as we
considered relevant, it is our opinion, as of the date hereof, that the Share
Consideration payable by Kinross pursuant to the Proposed Combination is fair,
from a financial point of view to Kinross and the Cash Consideration payable by
TVX pursuant to the Proposed Acquisition is fair, from a financial point of
view, to TVX.
Yours very truly,
CIBC WORLD MARKETS INC.
4
THESE MATERIALS REQUIRE YOUR IMMEDIATE ATTENTION. THEY REQUIRE SHAREHOLDERS TO
MAKE IMPORTANT DECISIONS. IF YOU ARE IN DOUBT AS TO HOW TO MAKE YOUR DECISION,
YOU SHOULD IMMEDIATELY CONTACT YOUR PROFESSIONAL ADVISORS.
COMBINATION INVOLVING
KINROSS GOLD CORPORATION
TVX GOLD INC.
-AND -
ECHO BAY MINES LTD.
MANAGEMENT
INFORMATION CIRCULAR
SUPPLEMENT
ACCOMPANYING THE NOTICE OF
SPECIAL MEETING AND
MANAGEMENT INFORMATION CIRCULAR FOR
THE SHAREHOLDERS OF EACH OF
KINROSS GOLD CORPORATION, TVX GOLD INC.
AND ECHO BAY MINES LTD.
DECEMBER 20, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SHAREHOLDERS.................. S-iii
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION......... S-iii
CAUTION REGARDING FORWARD-LOOKING STATEMENTS................ S-iii
SUMMARY..................................................... S-1
Dissenting Shareholders' Rights........................... S-1
The Combination Agreement................................. S-1
Covenants Regarding Non-Solicitation and Superior
Proposals............................................. S-1
Right to Match Superior Proposal....................... S-2
Conditions to Completion of the Combination............ S-2
Liquidated Damages..................................... S-3
Reimbursement of Expenses.............................. S-4
Termination of the Combination Agreement............... S-4
Effective Date of the Combination...................... S-4
Kinross After Completion of the Combination............... S-5
Stock Exchange Listings................................... S-5
Accounting Treatment...................................... S-5
Exchange of Share Certificates............................ S-6
Selected Consolidated Historical Financial Data of
Kinross................................................ S-7
Selected Consolidated Historical Financial Data of TVX.... S-9
Selected Consolidated Historical Financial Data of Echo
Bay.................................................... S-11
Selected Unaudited Pro Forma Consolidated Financial
Information............................................ S-13
Comparative Per Share Data................................ S-17
Comparative Market Price Data............................. S-18
RISK FACTORS................................................ S-19
THE MEETINGS................................................ S-26
THE COMBINATION............................................. S-27
RECOMMENDATIONS OF DIRECTORS................................ S-27
INTENTIONS OF SIGNIFICANT SHAREHOLDERS...................... S-28
INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS OF KINROSS,
TVX AND ECHO BAY IN THE ARRANGEMENT....................... S-30
DISSENTING SHAREHOLDERS' RIGHTS............................. S-34
THE COMBINATION AGREEMENT................................... S-36
THE TVX NEWMONT AMERICAS JOINT VENTURE TRANSACTION.......... S-49
REGULATORY MATTERS.......................................... S-53
MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS OF THE
ARRANGEMENT............................................... S-57
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS OF
THE ARRANGEMENT........................................... S-62
KINROSS AFTER COMPLETION OF THE COMBINATION................. S-68
STOCK EXCHANGE LISTINGS..................................... S-77
ACCOUNTING TREATMENT........................................ S-78
THE ▇▇▇▇▇/COVE TRANSACTION.................................. S-78
EXCHANGE OF SHARE CERTIFICATES.............................. S-79
PRICE RANGE AND TRADING VOLUMES OF COMMON SHARES............ S-81
ELIGIBILITY FOR INVESTMENT.................................. S-83
COMPARISON OF RIGHTS OF SHAREHOLDERS UNDER THE OBCA AND
CBCA...................................................... S-84
DOCUMENTS INCORPORATED BY REFERENCE......................... S-85
S-i
Schedule A -- Information Concerning Kinross................ A-1
Schedule B -- Information Concerning TVX.................... B-1
Schedule C -- Information Concerning Echo Bay............... C-1
Compilation Report of the Auditors to the Directors of
Kinross................................................... F-1
Pro Forma Consolidated Financial Statements of Kinross...... F-2
Interim Consolidated Financial Statements of Kinross........ F-15
Auditors' Report to the Directors of Kinross................ F-34
Annual Consolidated Financial Statements of Kinross......... F-35
Interim Consolidated Financial Statements of TVX............ F-74
Auditors' Report to the Directors of TVX.................... F-86
Annual Consolidated Financial Statements of TVX............. F-87
Interim Consolidated Financial Statements of Echo Bay....... F-108
Report of Independent Chartered Accountants to the Directors
of Echo Bay............................................... F-118
Annual Consolidated Financial Statements of Echo Bay........ F-119
Exhibit A -- Combination Agreement and Amendment thereto
Exhibit B -- Interim Order
Exhibit B-1 -- Notice of Application
Exhibit C -- Plan of Arrangement
Exhibit D -- Section 190 of the Canada Business Corporations
Act
S-ii
INFORMATION FOR UNITED STATES SHAREHOLDERS
Neither the transactions described in this circular nor the securities to
be distributed in connection with the arrangement have been approved or
disapproved by any Canadian securities regulatory authority, the United States
Securities and Exchange Commission or any state securities commission nor has
any Canadian securities regulatory authority, the SEC or any state securities
commission passed upon the fairness or merits of such transactions or upon the
accuracy or adequacy of the information contained in this circular and any
representation to the contrary is unlawful.
Kinross, TVX and Echo Bay are each Canadian corporations and certain of
their respective directors and officers, as well as certain of the experts named
herein, are neither citizens nor residents of the United States. A substantial
part of Kinross', TVX's and Echo Bay's respective assets and the assets of
several of such persons are located outside the United States. As a result, it
may be difficult for shareholders to effect service of process within the United
States upon such persons or to enforce against such persons or Kinross, TVX or
Echo Bay, judgements of courts of the United States in Canada, including
judgements predicated upon the civil liability provisions of the federal
securities laws of the United States.
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION
THIS CIRCULAR CONTAINS FINANCIAL INFORMATION EXPRESSED IN BOTH U.S. DOLLARS
AND CANADIAN DOLLARS. IN THIS CIRCULAR, CANADIAN DOLLARS ARE REFERRED TO AS
"CDN.$" OR "CANADIAN DOLLARS" AND U.S. DOLLARS ARE REFERRED TO AS "$", "U.S.
DOLLARS" OR "DOLLARS". EXCEPT AS OTHERWISE STATED, ALL DOLLAR AMOUNTS REFERRED
TO IN THIS CIRCULAR ARE EXPRESSED IN U.S. DOLLARS.
The high, low, average and end of period exchange rates for the U.S. dollar
expressed in Canadian dollars for each of the periods indicated, based on the
noon spot rate quoted by the Bank of Canada, were as follows:
FOURTH QUARTER 2002 YEAR ENDED DECEMBER 31,
(THROUGH NINE MONTHS ENDED ---------------------------------------
NOVEMBER 30) SEPTEMBER 30, 2002 2001 2000 1999
------------------- ------------------ ----------- ----------- -----------
High................. Cdn.$1.5990 ▇▇▇.▇▇.▇▇▇▇ ▇▇▇.▇▇.▇▇▇▇ ▇▇▇.▇▇.▇▇▇▇ Cdn.$1.5514
Low.................. 1.5511 1.5110 1.4936 1.4341 1.4433
Average(1)........... 1.5746 1.5706 1.5482 1.4852 1.4864
End of Period........ 1.5650 1.5858 1.5956 1.5002 1.4433
YEAR ENDED DECEMBER 31,
-------------------------
1998 1997
----------- -----------
High................. ▇▇▇.▇▇.▇▇▇▇ ▇▇▇.▇▇.▇▇▇▇
Low.................. 1.4075 1.3353
Average(1)........... 1.4823 1.3838
End of Period........ 1.5512 1.4352
---------------
Note:
(1) Calculated as an average of the daily noon spot rates for each period.
As at December 18, 2002, the noon spot rate quoted by the Bank of Canada
was $1.00 = Cdn.$1.5537 or Cdn.$1.00 = $0.6436.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
THIS CIRCULAR INCLUDES CERTAIN "FORWARD-LOOKING STATEMENTS" WITHIN THE
DEFINITION OF THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
STATEMENTS IN THIS CIRCULAR THAT ARE NOT STATEMENTS OF HISTORICAL FACTS AND
ADDRESS ACTIVITIES, EVENTS OR DEVELOPMENTS THAT KINROSS, TVX OR ECHO BAY EXPECTS
OR ANTICIPATES WILL OR MAY OCCUR IN THE FUTURE, INCLUDING SUCH THINGS AS THE
ANTICIPATED EFFECTIVE DATE OF THE COMBINATION, BUSINESS STRATEGY, COMPETITIVE
STRENGTHS, GOALS, EXPANSION AND GROWTH OF KINROSS', TVX'S AND ECHO BAY'S
RESPECTIVE BUSINESSES, OPERATIONS, PLANS, RESERVES AND OTHER SIMILAR MATTERS ARE
HEREBY IDENTIFIED AS FORWARD-LOOKING STATEMENTS. WHEN USED IN THIS CIRCULAR,
STATEMENTS TO THE EFFECT THAT KINROSS, TVX, ECHO BAY OR THEIR RESPECTIVE
MANAGEMENTS "BELIEVE", "EXPECT", "PLAN", "MAY", "WILL", "PROJECT", "ANTICIPATE"
OR "INTEND" OR SIMILAR STATEMENTS, INCLUDING "POTENTIAL", "OPPORTUNITY" OR OTHER
VARIATIONS THEREOF, THAT ARE NOT STATEMENTS OF HISTORICAL FACT SHOULD BE
CONSTRUED AS FORWARD-LOOKING STATEMENTS. THE RISK FACTORS AND CAUTIONARY
STATEMENTS DISCUSSED IN THIS DOCUMENT AND THE DOCUMENTS INCORPORATED BY
REFERENCE PROVIDE EXAMPLES OF RISKS, UNCERTAINTIES AND EVENTS THAT MAY CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE EXPECTATIONS DESCRIBED BY KINROSS,
TVX AND ECHO BAY IN THEIR RESPECTIVE FORWARD-LOOKING STATEMENTS.
S-iii
YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING
STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE OF THIS CIRCULAR OR, IN THE CASE OF
DOCUMENTS INCORPORATED BY REFERENCE, THE DATE OF THOSE DOCUMENTS. NONE OF
KINROSS, TVX OR ECHO BAY UNDERTAKES ANY OBLIGATION TO RELEASE PUBLICLY ANY
REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES
THAT OCCUR AFTER THE DATE OF THIS CIRCULAR OR TO REFLECT THE OCCURRENCE OF
UNANTICIPATED EVENTS EXCEPT AS MAY BE REQUIRED UNDER APPLICABLE SECURITIES LAWS.
BEFORE YOU VOTE OR GRANT YOUR PROXY AND INSTRUCT HOW YOUR VOTE SHOULD BE CAST ON
ANY MATTER, YOU SHOULD BE AWARE THAT THE OCCURRENCE OF THE EVENTS DESCRIBED IN
THE "RISK FACTORS" SECTION IN THIS CIRCULAR BEGINNING ON PAGE S-19, AS WELL AS
THE SECTIONS ENTITLED "RISK FACTORS" IN SCHEDULES A, B AND C TO THIS CIRCULAR,
COULD HAVE A MATERIAL ADVERSE EFFECT ON THE COMBINED COMPANY.
S-iv
SUMMARY
This summary highlights selected information contained elsewhere in this
circular. You should carefully read the entire circular and the other documents
to which this circular refers you. Please see "Documents Incorporated by
Reference" on page S-85. We have included page references in parentheses to
direct you to a more complete description of the items presented in this
summary.
DISSENTING SHAREHOLDERS' RIGHTS (PAGE S-34)
Holders of TVX common shares and Echo Bay common shares are entitled to
dissent from the arrangement in the manner provided in section 190 of the Canada
Business Corporation Act (which we refer to in this circular as the "CBCA") as
modified by the interim order of the Superior Court of Justice, Ontario made in
respect of the arrangement and by the plan of arrangement. FAILURE TO COMPLY
STRICTLY WITH THE DISSENT PROCEDURES MAY RESULT IN THE LOSS OR UNAVAILABILITY OF
ANY RIGHT TO DISSENT. The complete text of section 190 of the CBCA is attached
to this circular as Exhibit D, the complete text of the interim order is
attached as Exhibit B and the complete text of the plan of arrangement is
attached as Exhibit C.
Holders of Kinross common shares are not entitled to rights of dissent
under the Business Corporations Act (Ontario) (which we refer to in this
circular as the "OBCA") or otherwise with respect to any matters to be
considered at the Kinross special meeting.
The combination is conditional on rights of dissent not being exercised by
the holders of more than 5% of the common shares of either TVX or Echo Bay.
THE COMBINATION AGREEMENT (PAGE S-36)
The following is a summary of certain of the terms and conditions of the
combination agreement.
COVENANTS REGARDING NON-SOLICITATION AND SUPERIOR PROPOSALS (PAGE S-42)
The combination agreement provides that no party will, or permit its
subsidiaries or material joint venture interests (to the extent that such party
has the power to do so with respect to its material joint venture interests) to,
directly or indirectly, solicit, initiate, facilitate or knowingly encourage the
initiation of an acquisition proposal. An "acquisition proposal" is defined in
the combination agreement to mean:
- any proposal or offer for a merger, amalgamation, reorganization,
recapitalization or other business combination involving a party or a
material subsidiary or a material joint venture interest of a party;
- any proposal or offer to acquire in any manner, directly or indirectly,
assets which individually or in the aggregate exceed 10% of the
consolidated assets of a party;
- any proposal or offer to acquire in any manner, directly or indirectly,
any shares or securities convertible, exercisable or exchangeable for
securities which exceed 10% of the outstanding voting securities of a
party; or
- any sale of treasury shares, or securities convertible, exercisable or
exchangeable for treasury shares, which exceed 10% of the outstanding
voting securities of the party or rights or interests therein or
thereto.
If the board of directors of a party receives an unsolicited bona fide
acquisition proposal, such board may, however, consider, negotiate, approve or
recommend the acquisition proposal to its shareholders so long as the
acquisition proposal is a superior proposal. A "superior proposal" is defined in
the combination agreement as an unsolicited bona fide acquisition proposal:
- in respect of which any required financing has been demonstrated to the
satisfaction of such board of directors, acting in good faith, to be
reasonably likely to be obtained;
- which is not subject to a due diligence access condition which allows
access to the books, records and personnel of the party subject to the
acquisition proposal or any of its material subsidiaries or material
joint venture interests or their representatives beyond 5:00 p.m.
(eastern time) on the tenth business day after which access is afforded
to the person making the acquisition proposal;
- in respect of which such board of directors receives an opinion of
counsel, that is reflected in the minutes of such board of directors,
that it is required to consider the acquisition proposal in order to
discharge properly its fiduciary duties; and
S-1
- that such board of directors determines in good faith, after
consultation with its financial advisors, would, if consummated in
accordance with its terms (but not assuming away any risk of
non-completion), result in a transaction:
- more favourable to its shareholders than the combination;
- having consideration with a value greater than the value of the
consideration provided by the combination; and
- that is reasonably capable of being completed within a reasonable
period of time.
RIGHT TO MATCH SUPERIOR PROPOSAL (PAGE S-42)
The combination agreement provides that no party shall accept, approve,
recommend or enter into any agreement, arrangement or understanding to implement
a superior proposal without providing to each other party:
- written notice that its board of directors has received and is prepared
to accept a superior proposal; and
- a copy of the superior proposal agreement as executed by the third party
making the superior proposal,
as soon as possible but in any event at least five business days prior to
acceptance of the superior proposal by the board of directors of that party.
Each other party must be given an opportunity (but does not have the
obligation), before the expiration of the five business day period, to propose
to amend the combination agreement to provide for consideration having a value
and financial and other terms equivalent to or more favourable to the
shareholders of the party that has received a superior proposal than those
contained in such superior proposal, with the result that the superior proposal
would cease to be a superior proposal.
If the other parties agree to amend the combination agreement in the manner
described above, but otherwise on terms substantially the same as the terms of
the combination agreement, the board of directors of the party that has received
the superior proposal must consider the terms of the amendment, and if it
concludes that the superior proposal is no longer a superior proposal, that
party must not implement the proposed superior proposal, and must agree to amend
the combination agreement.
If the other parties do not agree to amend the combination agreement, the
party that has received the superior proposal may accept the superior proposal
provided that it pays the other parties an aggregate of Cdn.$28 million in
liquidated damages and, if applicable, the expenses of such other parties up to
a maximum of Cdn.$2.5 million each. Thereafter, that party may terminate the
combination agreement and enter into an agreement to implement the superior
proposal.
CONDITIONS TO COMPLETION OF THE COMBINATION (PAGE S-46)
A number of conditions set forth in the combination agreement must be
satisfied or waived before the combination will be completed. These include:
- the approval of the issuance of shares pursuant to the arrangement and
the election of four additional, agreed-upon individuals to the Kinross
board of directors by at least a majority of the votes cast by the
holders of Kinross common shares at the Kinross special meeting;
- the approval of the arrangement by at least 66 2/3% of the votes cast by
the holders of TVX common shares at the TVX special meeting;
- the approval of the arrangement by at least 66 2/3% of the votes cast by
the holders of Echo Bay common shares at the Echo Bay special meeting;
- the completion of the purchase by TVX of Newmont's interest in the TVX
Newmont Americas joint venture;
- the granting of a final order sanctioning the arrangement by the
Superior Court of Justice, Ontario in form and substance acceptable to
Kinross, TVX and Echo Bay, acting reasonably, which shall not have been
set aside or modified in a manner unacceptable to the parties, on appeal
or otherwise;
- the absence of any juridical or administrative proceeding by or before
any government entity that, if successful, or any law proposed, enacted,
promulgated or applied that, would make illegal or otherwise directly or
indirectly restrain, enjoin or prohibit the combination or result in a
judgement or assessment of
S-2
damages relating to the transactions contemplated by the combination
agreement which causes a material adverse effect on the party that is
the subject of the proceedings or the proposed law;
- the receipt (on terms which will not cause a material adverse effect on
any of the parties) of all regulatory approvals, which, if not obtained,
would cause a material adverse effect on any of the parties or
materially impede the combination;
- the approval for listing of the Kinross common shares to be issued in
the arrangement on the Toronto Stock Exchange and either the American
Stock Exchange or the New York Stock Exchange, Kinross having agreed to
use its best efforts to obtain a listing for such shares on the New York
Stock Exchange;
- dissent rights not having been exercised by the holders of more than 5%
of the outstanding common shares of either TVX or Echo Bay;
- representations and warranties of the parties contained in the
combination agreement being true and correct as of the effective date of
the combination, except for any breaches of representations and
warranties which would not have a material adverse effect on any other
party or materially impede the completion of the combination;
- the performance of all covenants of the parties contained in the
combination agreement, except for those which, if not performed, would
not have a material adverse effect on any other party or materially
impede the completion of the combination; and
- the absence of any change, condition, event or occurrence with respect
to any of the parties which has or is reasonably likely to have a
material adverse effect on any other party, on the combination or on the
combined company that will result from the combination.
LIQUIDATED DAMAGES (PAGE S-47)
Each of Kinross, TVX and Echo Bay may become liable to pay liquidated
damages to the other parties if:
- the combination agreement is terminated after its board of directors
changes or withdraws its recommendation with respect to the combination
in a manner materially adverse to the other parties or which would
materially impede the completion of the combination;
- a bona fide acquisition proposal is made to a party or its shareholders
and not withdrawn, and its shareholders do not approve that party's
participation in the combination or the appropriate resolutions are not
submitted for their approval and, thereafter, the combination agreement
is terminated and within six months after termination of the combination
agreement, the party approves or enters into a change of control
proposal or becomes a subsidiary of a third party. A "change of control
proposal" in relation to a party is defined in the combination agreement
to mean:
- any proposal or offer for a merger, amalgamation, reorganization,
recapitalization or other business combination involving it or any of
its material subsidiaries or material joint venture interests;
- any proposal or offer to acquire in any manner, directly or
indirectly, assets which individually or in the aggregate exceed 50%
of its consolidated assets;
- any proposal or offer to acquire in any manner, directly or
indirectly, any shares or securities convertible, exercisable or
exchangeable for securities which exceed 50% of its outstanding voting
securities; or
- any sale of treasury shares or securities convertible, exercisable or
exchangeable for treasury shares, which exceed 50% of its outstanding
voting securities; or
- the combination agreement is terminated by a party concurrently with
that party entering into an agreement, arrangement or understanding to
implement a superior proposal.
The total amount of liquidated damages payable is Cdn.$28 million, although
the liquidated damages payable will be reduced to Cdn.$20 million in the event
such liquidated damages become payable by any party because its board of
directors withdraws or changes its recommendation with respect to the
combination agreement and such withdrawal or change occurred solely because the
financial advisor to the party has withdrawn or adversely amended its opinion
with respect to the combination. Liquidated damages will be allocated between
and paid to non-defaulting parties in equal amounts.
S-3
REIMBURSEMENT OF EXPENSES (PAGE S-48)
In the event that the shareholders of any party or parties fail to approve
the arrangement or matters relating to the arrangement and the combination is
not completed for any reason other than the fact that the board of directors of
the non-approving party has withdrawn or changed its recommendation solely
because its financial advisor has withdrawn or adversely amended its opinion
with respect to the combination, then the non-approving party or parties will be
required to reimburse the other parties or party whose shareholders approved the
arrangement or matters relating to the arrangement for their actual third-party
expenses up to a maximum of Cdn.$2.5 million payable to each approving party. In
the event that the shareholders of Echo Bay do not approve the arrangement
solely because Kinross fails to vote its Echo Bay common shares in favour
thereof, Echo Bay shall not be required to make any payment under this
provision.
TERMINATION OF THE COMBINATION AGREEMENT (PAGE S-48)
Kinross, TVX and Echo Bay may mutually agree, in writing, to terminate the
combination agreement at any time prior to the effective date of the
combination. Also, any party may terminate the combination agreement without the
consent of any other party, before the effective date of the combination, if:
- any other party breaches a representation or warranty or fails to comply
with a covenant contained in the combination agreement which breach or
failure would have a material adverse effect on any other party or
materially impede the completion of the combination, or a change,
condition or event occurs which has or is reasonably likely to have a
material adverse effect on any other party, on the combination or on the
combined company that will result from the completion of the
combination; provided, that the party wishing to terminate the
combination agreement is not itself in breach of any representation,
warranty or covenant in any material respect and provided further, that
the party wishing to terminate the combination agreement has delivered
notice to the other parties asserting the basis for the termination and
the breach remains substantially uncured at the earlier of 30 days after
notice is given and the termination date, which is January 31, 2003
unless extended as provided for in the combination agreement;
- any condition to the obligations of that party to complete the
arrangement is not capable of being satisfied; provided that the party
wishing to terminate the combination agreement is not itself in breach
of any representation, warranty or covenant in any material respect;
- a juridical or administrative proceeding is brought, any regulatory
approval is not received, or rights of dissent are exercised by holders
of more than 5% of the outstanding common shares of either TVX or Echo
Bay and, as a result, these conditions to the obligations of the parties
to effect the combination are incapable of being satisfied; provided
that the party wishing to terminate the combination agreement is not
itself in breach of any representation, warranty or covenant in any
material respect;
- the shareholders of any party do not approve the participation of such
party in the combination;
- a party's board of directors approves, and concurrently with the
termination of the combination agreement enters into an agreement,
arrangement or understanding to implement a superior proposal and has
paid the applicable liquidated damages and expenses; or
- the board of directors of any other party withdraws or changes its
recommendations or determinations to its shareholders in a manner
materially adverse to the other parties or which would materially impede
the completion of the combination; the party whose board of directors
has withdrawn or changed its recommendation in a manner materially
adverse to the other parties or which would materially impede the
completion of the combination may also terminate the combination
agreement if such withdrawal or change occurred solely because the
financial advisor to that party has withdrawn or adversely amended its
opinion with respect to the combination.
The combination agreement will automatically terminate on January 31, 2003
(unless extended as provided in the combination agreement) if the combination is
not consummated by such date.
EFFECTIVE DATE OF THE COMBINATION (PAGE S-37)
The combination will be effective on the first business day following the
fulfillment or waiver of the conditions to the completion of the combination set
forth in the combination agreement, or as soon as practical thereafter.
S-4
KINROSS AFTER COMPLETION OF THE COMBINATION (PAGE S-68)
Following completion of the combination, Kinross' annual gold production is
expected to be approximately two million ounces at total cash costs of less than
$200 per ounce. Although global in reach, Kinross will have approximately 65% of
its annual production and approximately 50% of its reserves based in the United
States and Canada. Kinross will be the seventh largest primary gold producer in
the world and the only senior North American-based primary gold producer with
less than 5% of its reserves hedged. Kinross will operate and maintain joint
venture interests in 13 gold mines and one base metal mine located on five
continents, including seven underground mines, five open pit mines and two
operations expected to include both open pit and underground mines.
The management team of Kinross will be led by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ as
President and Chief Executive Officer and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as Executive Vice
President and Chief Operating Officer. In addition, Kinross has agreed in the
combination agreement that it will, at the Kinross special meeting, ask the
Kinross shareholders to elect to the Kinross board of directors four additional
agreed-upon directors, being Messrs. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Q.C., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ are
currently directors of Echo Bay. ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ are currently
directors of TVX.
STOCK EXCHANGE LISTINGS (PAGE S-77)
The Kinross common shares are listed on the Toronto Stock Exchange and the
American Stock Exchange. The Toronto Stock Exchange has conditionally approved
the listing of the Kinross common shares to be issued in connection with the
arrangement. In addition, application has been made to the New York Stock
Exchange to list the Kinross common shares, including the Kinross common shares
to be issued in connection with the arrangement. Kinross has agreed to use its
best efforts to have the Kinross common shares listed on the New York Stock
Exchange. Upon completion of the combination and subject to the Kinross common
shares being listed on the New York Stock Exchange, the Kinross common shares
will cease to be listed and traded on the American Stock Exchange.
Upon completion of the arrangement, the TVX common shares and the Echo Bay
common shares will each be delisted from the Toronto Stock Exchange. In
addition, the TVX common shares will be delisted from the New York Stock
Exchange and the Echo Bay common shares will be delisted from the American Stock
Exchange and the other international exchanges on which they are currently
listed. Echo Bay's outstanding warrants to purchase Echo Bay common shares will,
however, continue to be listed on the Toronto Stock Exchange and the American
Stock Exchange (or, alternatively, the warrants may be listed on the New York
Stock Exchange), but will be exercisable for Kinross common shares. Kinross
intends to apply to have TVX cease to be a reporting issuer under Canadian
securities legislation and the registration of the Echo Bay common shares under
the U.S. Securities Exchange Act of 1934, as amended (which we refer to in this
circular as the "Exchange Act"), will be terminated.
Following the completion of the arrangement, it is expected that Kinross
will continue to be a reporting company subject to the periodic reporting
requirements of the Exchange Act and, as a qualifying Canadian "foreign private
issuer", will continue to be eligible to use the multijurisdictional disclosure
system. The multijurisdictional system permits eligible companies in the United
States and Canada to use the disclosure documents prepared and reviewed under
the laws and procedures of their home country.
Kinross furnishes its disclosure documents to its United States
shareholders, including its annual report and interim reports, that meet only
the disclosure requirements of Canadian securities regulatory authorities. The
form, content and timing of reports and notices that Kinross files with the SEC
differs in several respects from the reports and notices that Echo Bay currently
files. For example, Kinross is required to file with the SEC an annual report on
Form 40-F within 140 days after the end of each fiscal year and furnish reports
on Form 6-K upon the occurrence of significant events if the events are required
to be disclosed in Canada. In addition, as a "reporting issuer" under Canadian
securities legislation, Kinross is subject to the reporting requirements of the
various securities regulatory authorities in Canada, and is required to prepare
its financial information in accordance with Canadian generally accepted
accounting principles. These accounting principles differ from U.S. generally
accepted accounting principles. Subsequent to the arrangement, Kinross intends
to make periodic filings with the SEC on the same basis.
Additionally, as a "foreign private issuer", Kinross is exempt from some of
the requirements of the Exchange Act, including the proxy and information
provisions of Section 14 of the Exchange Act and the reporting and liability
provisions applicable to officers, directors and significant shareholders under
Section 16 of the Exchange Act.
ACCOUNTING TREATMENT (PAGE S-78)
Kinross will account for the combination using the purchase method of
accounting.
S-5
EXCHANGE OF SHARE CERTIFICATES (PAGE S-79)
As soon as practicable after the effective date of the combination, Kinross
will deposit with the depositary, ▇▇▇▇▇▇▇▇▇ Shareholder Communication Canada,
Inc., in trust for the benefit of the holders of TVX common shares and Echo Bay
common shares, certificates representing the number of Kinross common shares to
which the TVX common shareholders and Echo Bay common shareholders are entitled
pursuant to the arrangement, and cash in lieu of fractional Kinross common
shares. Promptly after the effective date of the combination, a letter of
transmittal will be furnished by the depositary to former holders of TVX common
shares and Echo Bay common shares for use in exchanging their certificates. Each
holder of TVX common shares or Echo Bay common shares, upon surrender to the
depositary of one or more certificates for cancellation with such letter of
transmittal, will be entitled to receive certificates representing the number of
whole Kinross common shares to be issued in respect of such shares and a cash
payment in lieu of any fractional shares.
DETAILED INSTRUCTIONS, INCLUDING A LETTER OF TRANSMITTAL, WILL BE MAILED BY
THE DEPOSITARY TO HOLDERS OF TVX COMMON SHARES AND ECHO BAY COMMON SHARES
PROMPTLY FOLLOWING THE EFFECTIVE DATE OF THE COMBINATION AS TO THE METHOD OF
EXCHANGING CERTIFICATES FORMERLY REPRESENTING TVX COMMON SHARES OR ECHO BAY
COMMON SHARES FOR CERTIFICATES REPRESENTING KINROSS COMMON SHARES. HOLDERS OF
TVX COMMON SHARES OR ECHO BAY COMMON SHARES SHOULD NOT FORWARD SHARE
CERTIFICATES UNTIL THEY HAVE RECEIVED THE LETTER OF TRANSMITTAL FROM THE
DEPOSITARY.
S-6
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF KINROSS
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 circular, and management's discussion and analysis of
financial condition and results of operations incorporated by reference in this
circular. The financial information as at December 31, 2001 and 2000 and for the
years ended December 31, 2001, 2000 and 1999 is derived from the audited
consolidated financial statements of Kinross included in this circular. The
financial information as at December 31, 1999, 1998 and 1997 and for the years
ended December 31, 1998 and 1997 is derived from audited consolidated financial
statements of Kinross that are neither included nor incorporated by reference in
this circular. The financial information as at September 30, 2002 and for the
nine months ended September 30, 2002 and 2001 is derived from the unaudited
consolidated financial statements of Kinross included in this circular. The
financial information as at September 30, 2001 is derived from unaudited
consolidated financial statements of Kinross that are neither included in nor
incorporated by reference in this circular. 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 20 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 dollar as its reporting currency. All
financial data presented below are in millions of dollars except per share data
and number of shares outstanding.
NINE MONTHS
ENDED SEPTEMBER 30, YEAR ENDED DECEMBER 31,
--------------------- ------------------------------------------------------------------------
2002 2001 2001 2000 1999 1998 1997
------ ------------ ------------ ------------ ------------ ------------ ------------
(CDN. GAAP) (CDN. GAAP)
(restated)(1) (restated)(1) (restated)(1) (restated)(1) (restated)(1) (restated)(1)
FOR THE PERIOD:
Revenue........................ 196.3 206.3 $ 282.9 $ 289.3 $ 317.0 $ 286.6 $ 183.5
Loss from operations........... (19.2) (12.2) (29.9) (113.5) (231.0) (240.3) (96.9)
Net loss....................... (18.0) (18.8) (36.4) (125.4) (243.9) (243.1) (81.4)
Net loss attributable to common
shareholders................. (23.5) (24.5) (44.1) (132.6) (250.4) (249.0) (86.8)
Cash flow provided from
operating activities......... 48.5 58.7 74.5 47.8 69.5 102.0 46.6
Cash flow used in financing
activities................... (8.1) (41.1) (46.5) (36.8) (31.5) (107.6) (6.9)
Cash flow used in investing
activities................... (36.9) (23.4) (24.8) (47.1) (77.5) (31.3) (50.0)
Weighted average common shares
outstanding (millions)....... 354.5 308.5 313.4 298.1 299.2 233.2 123.9
Capital expenditures........... 18.1 25.3 30.4 41.6 44.0 33.8 39.9
PER COMMON SHARE:
Net loss -- basic and
diluted...................... (0.07) (0.08) $ (0.14) $ (0.44) $ (0.84) $ (1.07) $ (0.70)
Cash dividends to common
shareholders................. -- -- -- -- -- -- --
Dividends declared per common
share........................ -- -- -- -- -- -- --
AT PERIOD END:
Cash and cash equivalents...... 84.5 72.0 $ 81.0 $ 77.8 $ 113.9 $ 153.4 $ 190.3
Current assets................. 163.5 136.8 138.7 156.3 215.1 264.6 246.5
Total assets................... 532.4 605.3 577.6 700.0 882.4 1,114.8 461.0
Current liabilities............ 68.8 82.0 76.7 81.6 90.5 80.4 17.0
Long-term debt(2).............. 76.9 102.9 92.5 145.6 177.6 192.1 52.9
Convertible preferred shares of
subsidiary company........... 12.6 47.1 48.0 91.8 88.3 88.3 --
Net shareholders' equity....... 337.0 339.8 331.6 340.9 477.1 691.2 356.0
Working capital................ 94.7 54.8 62.0 74.7 124.6 184.2 229.5
S-7
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------- ---------------------------------------------------------------------
2002 2001 2001 2000 1999 1998 1997
----- ----- ------------- ------------- ------------- ------------- -----
(U.S. GAAP)
(U.S. GAAP) (restated)(4) (restated)(4) (restated)(4) (restated)(4)
FOR THE PERIOD:
Loss from operations.................... (37.5) (20.8) (28.6) (91.5) (215.3) (322.6) (86.2)
Net loss................................ (14.6) (24.9) (32.5) (113.7) (228.3) (325.8) (81.5)
Net loss attributable to common
shareholders.......................... (14.6) (24.9) (32.5) (113.7) (228.3) (325.8) (81.5)
Cash flow provided from operating
activities............................ 33.1 42.1 41.6 19.5 40.4 97.5 43.2
Cash flow used in financing
activities............................ (3.1) (21.9) (6.5) (12.5) (7.0) (106.7) (3.5)
Cash flow used in investing
activities............................ (18.4) (23.8) (23.3) (46.9) (75.3) 40.2 (50.0)
Net (loss) income per share -- basic and
diluted............................... (0.04) (0.08) (0.10) (0.38) (0.76) (1.40) (0.66)
AT PERIOD END:
Current assets.......................... 131.3 103.2 123.6 118.6 178.4 239.2 246.5
Current liabilities..................... 79.3 80.3 69.9 51.2 64.1 65.0 17.0
Total assets............................ 546.0 525.2 526.2 602.3 758.0 952.6 461.6
Long-term debt(3)....................... 174.8 172.9 185.6 205.8 218.1 203.5 145.7
Net shareholders' equity................ 247.4 198.8 200.8 194.1 318.6 512.9 262.9
Working capital......................... 52.0 22.9 53.7 67.4 114.3 174.2 229.5
---------------
Notes:
(1) Effective January 1, 2002, Kinross adopted the new Canadian Institute of
Chartered Accountants recommendations for foreign currency translation.
Foreign exchange gains and losses arising on translation of these monetary
items are now included in the determination of current period losses. The
adoption of this new standard has been applied retroactively to all periods
in the above tables. Please see Note 2 to Kinross' interim financial
statements on page F-19.
(2) 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.
(3) Includes long-term debt (current and long-term portions), Kinross' 5.5%
convertible subordinated unsecured debentures and Kinross' redeemable
retractable preferred shares.
(4) In preparing the U.S. GAAP reconciliation information for the years ended
December 31, 2001, 2000, 1999 and 1998, Kinross incorrectly interpreted the
applicability of an accommodation provided for in Item 17(c)(2)(vii) of Form
20-F. Pursuant to this incorrect interpretation, Kinross did not reconcile
its investment in Omolon Gold Mining Company, which is accounted for under
the proportionate consolidation method pursuant to Canadian GAAP, to the
equity method under U.S. GAAP. This restatement has been applied to all
periods in the above tables. Please see Note 20 to Kinross' audited
financial statements on page F-56.
S-8
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF TVX
The selected consolidated financial data set forth below should be read in
conjunction with the consolidated financial statements of TVX and the notes
thereto included in this circular, and management's discussion and analysis of
financial condition and results of operations incorporated by reference in this
circular. The financial information as at December 31, 2001 and 2000 and for the
years ended December 31, 2001, 2000 and 1999 is derived from the audited
consolidated financial statements of TVX included in this circular. The
financial information as at December 31, 1999, 1998 and 1997 and for the years
ended December 31, 1998 and 1997 is derived from audited consolidated financial
statements of TVX that are neither included nor incorporated by reference in
this circular. The financial information as at September 30, 2002 and for the
nine months ended September 30, 2002 and 2001 is derived from the unaudited
consolidated financial statements of TVX included in this circular. The
financial information as at September 30, 2001 is derived from unaudited
consolidated financial statements of TVX that are neither included in nor
incorporated by reference in this circular. 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 17 of the audited
consolidated financial statements of TVX and Note 9 of the unaudited interim
consolidated financial statements of TVX for a description of these differences.
TVX utilizes the dollar as its reporting currency. All financial data presented
below are in millions of dollars except per share data and number of shares
outstanding.
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------- ---------------------------------------------------
2002 2001 2001 2000 1999 1998 1997
------ ---------- ---------- ------ ------- ------- -------
(CDN. GAAP) (CDN. GAAP)
(restated) (restated)
FOR THE PERIOD:
Revenue................................. $135.7 $119.3 $ 158.3 $170.0 $ 162.9 $ 162.1 $ 161.4
Earnings (loss) from operations......... 21.5 9.6 (11.1) 25.2 27.5 19.7 11.7
Net earnings (loss)..................... 4.2 0.1 (227.9) 12.4 (47.6) (66.0) (49.8)
Net earnings (loss) attributable to
common shareholders................... 4.2 28.1(1) (199.9)(1) 0.1 (59.4) (77.5) (58.1)
Cash provided by operating activities... 31.6 35.9 45.8 32.6 46.6 84.8 24.5
Cash provided by (used for) investing
activities............................ 27.4 (10.6) (18.1) (96.0) 109.6 (84.6) (203.7)
Cash provided by (used for) financing
activities............................ 33.0 (54.7) (60.5) 19.3 (104.1) (3.3) 155.6
Weighted average common shares
outstanding (millions)(2)............. 40.3 13.2 18.9 3.6 3.4 3.2 3.2
Capital expenditures.................... 12.9 20.6 25.6 48.7 55.3 94.6 136.8
PER COMMON SHARE:
Basic earnings (loss)................... $ 0.11 $ 2.13(1) $(10.58)(1) $ 0.03 $(17.33) $(23.94) $(17.87)
Diluted earnings (loss)................. $ 0.10 $ 2.13(1) $(10.58)(1) $ 0.03 $(17.33) $(23.94) $(17.87)
Cash dividends to common shareholders... -- -- -- -- -- -- --
Dividends declared per common share..... -- -- -- -- -- -- --
AT PERIOD END:
Cash and cash equivalents............... $108.5 $ 20.0 $ 16.6 $ 49.3 $ 93.4 $ 41.2 $ 57.0
Current assets.......................... 156.2 98.8 95.3 161.4 220.5 141.3 158.0
Total assets............................ 433.1 703.7 458.3 763.0 740.2 750.2 803.6
Current liabilities..................... 34.0 34.8 49.0 78.8 89.7 119.7 104.1
Long-term debt(3)....................... 2.3 74.2 74.2 115.2 85.6 199.0 214.4
Gold linked convertible notes (included
in net shareholders' equity).......... -- -- -- 234.0 221.6 209.8 198.3
Net shareholders' equity (includes gold
linked convertible notes)............. 225.6 402.5 174.5 396.5 386.8 410.4 476.4
Working capital......................... 122.2 64.0 46.3 82.6 130.8 21.6 53.9
S-9
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
--------------- ------------------------------------------------
2002 2001 2001 2000 1999 1998 1997
------ ------ ------- ------ ------- ------- -------
(U.S. GAAP) (U.S. GAAP)
FOR THE PERIOD:
Earnings (loss) from operations.......... $ 23.7 $ 11.7 $ (19.0) $ 28.6 $ 33.5 $ 17.4 $ 8.9
Net earnings/(loss)...................... 2.2 33.1 (238.3) 15.9 (92.4) (72.3) (47.8)
Net earnings/(loss) attributable to
common shareholders.................... 2.2 33.1 (238.3) 15.9 (92.4) (72.3) (47.8)
Cash provided by operating activities.... 31.6 35.9 45.8 32.6 45.6 81.0 20.0
Cash provided by (used for) investing
activities............................. 27.4 (19.7) (27.2) (106.5) 101.0 (89.6) (203.7)
Cash provided by (used for) financing
activities............................. 33.0 (45.5) (51.3) 29.8 (94.4) (7.3) 164.0
Net earnings/(loss) per share -- basic
and diluted............................ 0.05 2.50 (12.61) 4.45 (26.92) (22.33) (14.69)
AT PERIOD-END:
Current assets........................... $156.2 $ 99.0 $ 95.5 $171.6 $ 220.5 $ 141.3 $ 158.0
Total assets............................. 418.3 744.2 447.7 798.3 764.3 772.7 832.5
Long-term debt(4)........................ 2.3 74.2 74.2 345.0 302.8 404.5 409.0
Net shareholders' equity................. 221.7 451.7 178.7 194.2 178.9 247.3 319.5
Working capital.......................... 124.6 69.1 51.8 101.1 138.1 29.8 62.7
---------------
Notes:
(1) Earnings (loss) per share for nine months ended September 30, 2001 and the
year ended December 31, 2001 has been restated from $(0.50) per share to
$2.13 per share and from $(12.41) per share to $(10.58) per share,
respectively. This resulted from the inclusion, for purposes of the loss per
share calculation, of the increase in contributed surplus resulting from the
settlement of the gold-linked notes. There has been no change in the amount
reported as net earnings (loss) for the nine months ended September 30, 2001
and for the year ended December 31, 2001.
(2) Adjusted to reflect a share consolidation which took effect on July 31, 2000
on a one for five basis, and a share consolidation which took effect on June
30, 2002 on a one for ten basis.
(3) Long-term debt includes current and long-term portion of long-term debt,
bank indebtedness, debentures payable and the debt component of the gold
linked convertible notes.
(4) Long-term debt includes current and long-term portion of long-term debt,
bank indebtedness, debentures payable and the gold linked convertible notes.
S-10
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF ECHO BAY
The selected consolidated financial data set forth below should be read in
conjunction with the consolidated financial statements of Echo Bay and the notes
thereto included in this circular, and management's discussion and analysis of
financial condition and results of operations incorporated by reference in this
circular. The financial information as at December 31, 2001 and 2000 and for the
years ended December 31, 2001, 2000 and 1999 is derived from the audited
consolidated financial statements of Echo Bay included in this circular. The
financial information as at December 31, 1999, 1998 and 1997 and for the years
ended December 31, 1998 and 1997 is derived from audited consolidated financial
statements of Echo Bay which are neither included nor incorporated by reference
in this circular. The financial information as at September 30, 2002 and for the
nine months ended September 30, 2002 and 2001 is derived from the unaudited
consolidated financial statements of Echo Bay included in this circular. The
financial information as at September 30, 2001 is derived from unaudited
consolidated financial statements of Echo Bay that are neither included nor
incorporated by reference in this circular. 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 15 of the audited
consolidated financial statements of Echo Bay and Note 10 of the unaudited
interim consolidated financial statements of Echo Bay for a description of the
differences. Echo Bay utilizes the dollar as its reporting currency. All
financial data presented below are in millions of dollars except per share data
and number of shares outstanding.
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
--------------- ------------------------------------------
2002 2001 2001 2000 1999 1998 1997
------ ------ ------ ------ ------ ------ ------
(CDN. GAAP) (CDN. GAAP)
FOR THE PERIOD:
Revenue..................................... $161.8 $186.7 $237.7 $281.0 $210.4 $232.2 $305.4
Earnings (loss) from operations............. 13.3 2.1 (7.1) 19.8 (28.9) (7.9) (409.7)
Net earnings (loss)......................... 7.7 3.2 (5.7) 18.6 (37.3) (20.1) (420.5)
Net earnings (loss) attributable to common
shareholders.............................. (129.2) (9.5) (23.0) 3.2 (51.0) (32.6) (426.2)
Cash flow provided from (used in) operating
activities................................ 14.9 27.2 31.6 46.5 29.6 12.1 (12.0)
Cash flow provided from (used in) investing
activities................................ (11.9) (21.1) (24.0) (10.9) (33.6) (2.3) (50.2)
Cash flow provided from (used in) financing
activities................................ 5.5 (9.5) (9.5) (24.7) (0.6) (18.8) (24.0)
Weighted average common shares outstanding
(millions)................................ 392.6 140.6 140.6 140.6 140.6 140.1 139.4
Capital and exploration expenditures........ 15.6 21.9 26.2 16.5 14.7 24.1 151.1
PER COMMON SHARE:
Net earnings (loss) -- basic and diluted.... $(0.33) $(0.07) $(0.16) $ 0.02 $(0.36) $(0.23) $(3.06)
Cash dividends to common shareholders....... -- -- -- -- -- -- --
Dividends declared per common share......... -- -- -- -- -- -- --
AT PERIOD END:
Cash and cash equivalents................... $ 20.9 $ 10.9 $ 12.4 $ 14.3 $ 3.4 $ 8.0 $ 17.0
Current assets.............................. 56.9 53.9 51.1 65.0 61.2 59.5 79.4
Total assets................................ 249.0 274.5 260.8 313.6 340.2 368.1 432.8
Current liabilities......................... 30.5 47.5 49.6 62.3 57.2 59.9 108.1
Long-term debt(1)........................... -- 23.3 23.7 32.5 56.7 52.8 66.5
Net shareholders' equity.................... 151.1 116.6 106.8 116.8 101.1 133.8 153.7
Working capital (deficiency)................ 26.4 8.4 1.6 2.7 4.0 (0.5) (28.7)
S-11
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
--------------- -------------------------------------------
2002 2001 2001 2000 1999 1998 1997
------ ------ ------ ------ ------ ------ -------
(U.S. GAAP) (U.S. GAAP)
FOR THE PERIOD:
Operating earnings (loss).................. $ 12.4 $ (0.8) $ (6.8) $ 22.7 $(25.6) $(15.5) $(437.7)
Net earnings (loss) before extraordinary
loss..................................... 7.6 (15.9) (29.1) 2.3 (48.3) (40.8) (454.7)
Loss on retirement of capital securities,
net of
nil tax effect........................... (137.8) -- -- -- -- -- --
Net earnings (loss)........................ (130.2) (15.9) (29.1) 2.3 (48.3) (40.8) (454.7)
Cash flow provided from (used in) operating
activities............................... 14.9 27.2 31.6 46.5 29.6 12.1 (12.0)
Cash flow provided from (used in) investing
activities............................... (11.9) (21.1) (24.0) (10.9) (33.6) (2.3) (50.2)
Cash flow provided from (used in) financing
activities............................... 5.5 (9.5) (9.5) (24.7) (0.6) (18.8) (24.0)
Net earnings (loss) per share -- basic and
diluted
-- before extraordinary loss............... 0.02 (0.11) (0.21) 0.02 (0.34) (0.29) (3.26)
-- extraordinary loss...................... (0.35) -- -- -- -- -- --
-- after extraordinary loss................ (0.33) (0.11) (0.21) 0.02 (0.34) (0.29) (3.26)
AT PERIOD-END:
Total assets............................... $237.6 $265.1 $234.4 $314.5 $341.3 $370.1 $ 435.5
Long-term debt(2).......................... -- 117.0 117.0 126.5 151.3 144.9 159.3
Accrued interest on capital securities..... -- 59.4 64.2 46.1 30.0 15.7 3.0
Shareholders' equity (deficit)............. 157.1 (10.9) (29.8) (19.5) (19.6) 24.2 67.4
Working capital (deficiency)............... 38.8 10.6 4.4 3.4 4.0 (3.5) (23.7)
---------------
Notes:
(1) Long-term debt includes current and long-term portion of long-term debt and
debt component of the capital securities.
(2) Long-term debt includes current and long-term portion of long-term debt and
the capital securities.
S-12
SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following summary of selected unaudited pro forma consolidated
financial information for Kinross is derived from and should be read in
conjunction with the detailed information contained in the audited consolidated
financial statements of Kinross, TVX and Echo Bay as at and for the year ended
December 31, 2001, the unaudited interim consolidated financial statements of
Kinross, TVX and Echo Bay as at and for the nine months ended September 30, 2002
and the unaudited pro forma consolidated financial statements of Kinross as at
and for the nine months ended September 30, 2002 and for the year ended December
31, 2001, each of which financial statements are included in this circular
together with the accompanying notes to such financial statements.
The unaudited pro forma consolidated financial statements of Kinross
reflect the completion of the combination if it had occurred on January 1, 2001,
for purposes of the pro forma consolidated statement of operations, and as at
September 30, 2002, for purposes of the pro forma consolidated balance sheet.
The unaudited pro forma consolidated financial statements have been prepared
using the purchase method of accounting. The unaudited pro forma consolidated
financial statements are not necessarily indicative of the financial position or
financial results that would have been achieved had the combination been
completed as of the beginning of the periods presented and should not be
construed as representative of such amounts for any future dates or periods.
All financial data presented are in millions of dollars, except per share
data.
PRO FORMA FOR
THE NINE PRO FORMA FOR
MONTHS ENDED THE YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- --------------
OPERATING RESULTS:
Revenues.................................................... $ 494.4 $ 653.4
Net loss for the period..................................... (47.5) (340.6)
Net loss attributable to common shareholders................ (189.9) (337.5)
PER SHARE DATA
Net loss per share -- basic and diluted..................... $ (0.20) $ (0.38)
PRO FORMA
AS AT
SEPTEMBER 30,
2002
--------------
FINANCIAL POSITION:
Cash and cash equivalents................................... $ 83.8
Current assets.............................................. 261.9
Total assets................................................ 2,103.1
Current liabilities......................................... 137.0
Long-term debt(1)........................................... 82.5
Common shareholders' equity................................. 1,716.7
Working capital............................................. 124.9
---------------
Note:
(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.
S-13
The tables below set out the material adjustments to pro forma consolidated
net loss and shareholders' equity 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 20 of
Kinross' audited consolidated financial statements and Note 13 of Kinross'
unaudited interim consolidated financial statements, Note 17 of TVX's audited
consolidated financial statements and Note 9 of TVX's unaudited interim
consolidated financial statements and Note 15 of Echo Bay's audited consolidated
financial statements and Note 10 of Echo Bay's unaudited interim consolidated
financial statements, all of which are included in this circular.
RECONCILIATION OF PRO FORMA CONSOLIDATED NET LOSS
(AMOUNTS IN MILLIONS OF U.S. DOLLARS)
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
2002 2001
-------------- ------------
PRO FORMA NET LOSS UNDER CANADIAN GAAP...................... $ (47.5) $(340.6)
ADJUSTMENTS FOR:
Write-down of property, plant and equipment under U.S.
GAAP(a)................................................ -- (49.9)
Reduction in depreciation, depletion and amortization
under U.S. GAAP(a)..................................... 8.1 8.9
Increase in convertible debenture interest(b)............. (7.8) (22.5)
Recognition of exchange gains (losses) on convertible
debentures(b).......................................... (0.1) 6.3
Change in market value of commodity and foreign exchange
derivative contracts(c)................................ (4.9) (8.4)
Reclassification of realized earnings related to
derivative contracts(f)................................ 1.0 (3.1)
Income tax recovery(e).................................... -- 3.7
Minority interests and participation rights(d)............ (1.1) 2.1
Kettle River exploration expense(g)....................... -- (2.2)
Kettle River amortization expense(g)...................... -- 2.1
Premium on flow through shares issued(i).................. 0.6 --
Loss on retirement of capital securities(j)............... 5.5 --
------- -------
PRO FORMA NET LOSS UNDER U.S. GAAP(j)....................... $ (46.2) $(403.6)
======= =======
RECONCILIATION OF PRO FORMA CONSOLIDATED SHAREHOLDERS' EQUITY
(AMOUNTS IN MILLIONS OF U.S. DOLLARS)
AS AT
SEPTEMBER 30,
2002
-------------
PRO FORMA SHAREHOLDERS' EQUITY UNDER CANADIAN GAAP.......... $1,716.7
ADJUSTMENTS FOR:
Write-down of property, plant and equipment under U.S.
GAAP(a)................................................ (60.5)
Reduction in depreciation, depletion and amortization
under U.S. GAAP(a)..................................... 23.9
Convertible debentures(b)................................. (100.4)
Premium on flow through shares issued(i).................. (0.5)
Unrealized gains on marketable securities and long term
investments(h)......................................... 59.9
Change in market value of commodity and foreign exchange
derivative contracts(c)................................ (12.0)
Reduction in common share capital net of decrease in
deficit(k)............................................. --
--------
PRO FORMA SHAREHOLDERS' EQUITY UNDER U.S. GAAP.............. $1,627.1
========
(a) In connection with an impairment evaluation, property, plant and equipment
was written down to the fair value for the year ended December 31, 2001.
The adjustment of $49.9 million to the net loss in the year ended December
31, 2001 comprises an increase to the write down of $51.2 million for TVX
and a reduction in the write down of $1.3 million for Echo Bay. 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 Canadian GAAP, future cash flows from impaired
properties are not discounted and reserves are calculated to include
current proven and probable
S-14
reserves plus mineral resources expected to be converted to proven and
probable reserves. The decrease to shareholders' equity of $60.5 million
arises from applying the U.S. GAAP approach to write downs recognized by
Kinross prior to January 1, 2001.
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 $6.0 million and
$2.1 million in the nine months ended September 30, 2002 for Kinross and
TVX, respectively, and $6.1 million and $2.8 million in the year ended
December 31, 2001, for Kinross and TVX, respectively. The adjustment of
$23.9 million to shareholders' equity represents the cumulative difference
created by applying this policy to Kinross' property, plant and equipment at
September 30, 2002.
(b) Under Canadian 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 $7.8
million of which $3.2 million and $4.6 million relates to Kinross and Echo
Bay, respectively, for the nine months ended September 30, 2002. The
increased interest expense amounted to $22.5 million of which $4.1 million,
$17.3 million and $1.1 million relates to Kinross, Echo Bay and TVX,
respectively, for the year ended December 31, 2001.
In addition, under Canadian 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, Canadian 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 Canadian GAAP. Adjustments
to the net loss, to recognize the unrealized exchange gains and (losses)
amounts in Kinross are $(0.1) million and $6.3 million for the nine months
ended September 30, 2002 and the year ended December 31, 2001, respectively.
The adjustment of $100.4 million to the shareholders' equity relates to
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. 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 ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇ are recognized in other income in the period incurred.
Under Canadian GAAP, unrealized gains, losses, revenues and expenses
associated with derivative financial instruments designated as ▇▇▇▇▇▇ 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 $4.9 million is comprised of an increase in
fair value of derivative financial instruments in designated hedging
relationships of $0.1 million in respect of Kinross and a decrease in fair
value of $3.1 million and $1.9 million for TVX and Echo Bay, respectively,
in the nine months ended September 30, 2002, whereas the adjustment of $8.4
million in the year ended December 31, 2001 is comprised of $3.6 million,
$0.8 million and $4.0 million for Kinross, TVX and Echo Bay, respectively.
At September 30, 2002, $17.1 million of other comprehensive loss would have
been recognized and $5.8 million of deferred revenue would have been
reclassified as other comprehensive income ($3.6 million) and as a decrease
to the deficit ($2.2 million) under U.S. GAAP in respect of Kinross
derivative financial instruments.
(d) The effect of adjustments on minority interests and participation rights
made TVX'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 Canadian GAAP.
(f) In accordance with Canadian GAAP, certain long-term foreign exchange
contracts are considered to be ▇▇▇▇▇▇ 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 $1.0 million relates to Echo Bay for the nine
months ended September 30, 2002. The increase of $3.1 million to the net
loss for the year ended December 31, 2001 comprises $0.3 million and $2.8
million that relate to Kinross and Echo Bay, respectively.
(g) The increase of $2.2 million and the decrease of $2.1 million to the net
loss in the year ended December 31, 2001 relate to Echo Bay's Kettle River
mine. Under Canadian GAAP, Echo Bay capitalized development costs of $2.2
million in 2001 for the extension of the K -- 2 deposit at the Kettle River
mine. Under Canadian GAAP, Echo Bay also expensed $2.1 million as
amortization of these costs in 2001. The reconciling difference arose
because Canadian GAAP has lower standards for determining whether mining
costs are assets than the standards for asset treatment under U.S. GAAP,
resulting in lower earnings being reported for U.S. GAAP. Under Canadian
GAAP, these mining costs may be capitalized; under U.S. GAAP, however, the
expenditures would be classified as exploration expense.
S-15
(h) Under Canadian GAAP, unrealized gains (losses) on long-term investments and
marketable securities are not recorded. Under U.S. GAAP, unrealized gains
(losses) on long-term investments and marketable securities that are
classified as available for sale are charged to comprehensive income or
loss in the current period. The adjustment of $59.9 million as at September
30, 2002 represents the cumulative adjustment required to comply with U.S.
GAAP and relates to Kinross.
(i) Under Canadian income tax legislation, a company is permitted to issue
flow-through 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 Canadian 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
to comply with U.S. GAAP amounts to $0.6 million in the nine month period
ended September 30, 2002 and relates to Kinross.
Also, notwithstanding that there is no 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 under
U.S. GAAP.
As at September 30, 2002 and December 31, 2001, unexpended flow-through
funds were $2.0 million and $4.6 million, respectively.
(j) In accordance with Canadian 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 $137.8 million
relating to Echo Bay would be recorded as an extraordinary expense item in
2002.
In accordance with Canadian GAAP, the gain on the conversion of the Gold
linked convertible notes of TVX was recorded as contributed surplus. Under
U.S. GAAP, this gain of $34.2 million would be recorded as an extraordinary
gain in 2001.
As both these items would be treated as extraordinary items under U.S. GAAP,
they have been excluded from the determination of the pro forma net loss
under U.S. GAAP in accordance with Rule 11-02(a) of Regulation S-X which
requires exclusion of extraordinary items from pro forma financial
information.
(k) To reflect a reduction in the common share capital of Kinross. For Canadian
GAAP purposes, the reduction in common share capital will result in a
reduction in Kinross' deficit of the same amount. For U.S. GAAP purposes,
this reclassification is not permitted and will require an increase in
common share capital and an increase in deficit of $746.7 million.
S-16
COMPARATIVE PER SHARE DATA
The following table sets forth, for the periods indicated, selected pro
forma per share amounts, prepared in accordance with Canadian generally accepted
accounting principles, for Kinross common shares after giving effect to the
combination; pro forma equivalent per share amounts for TVX common shares and
Echo Bay common shares; and the corresponding historical per share data for
Kinross common shares, TVX common shares and Echo Bay common shares. The
information presented in the following table should be read in conjunction with
the unaudited pro forma consolidated statements of Kinross, together with the
relevant notes, adjustments and assumptions thereto, and the historical
consolidated financial statements and related notes of each of Kinross, TVX and
Echo Bay included in this circular.
AS AT AND FOR THE AS AT AND FOR THE
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 2002 DECEMBER 31, 2001
------------------ -----------------
KINROSS COMMON SHARES
Net Income (loss):
Income (loss) from continuing operations per share........ $(0.07) $ (0.14)
Pro forma................................................. (0.20) (0.38)
Cash dividends per Kinross common share:
Historical................................................ -- --
Pro forma................................................. -- --
Book value per Kinross common share at period end:
Historical................................................ $ 0.58 $ 0.61
Pro forma................................................. 1.69 --
TVX COMMON SHARES(1)
Net Income (loss):
Income (loss) from continuing operations per share
(basic)................................................ $ 0.11 $(10.58)
TVX per share equivalent.................................. (1.30) (2.47)
Cash dividends per TVX common share:
Historical................................................ -- --
TVX per share equivalent.................................. -- --
Book value per TVX common share at period end:
Historical................................................ $ 5.23 $ 4.88
TVX per share equivalent.................................. 10.98 --
ECHO BAY COMMON SHARES
Net Income (loss):
Income (loss) from continuing operations per share........ $(0.33) $ (0.16)
Echo Bay per share equivalent............................. (0.10) (0.20)
Cash dividends per Echo Bay common share:
Historical................................................ -- --
Echo Bay per share equivalent............................. -- --
Book value per Echo Bay common share at period end:
Historical................................................ $ 0.28 $ (0.36)
Echo Bay per share equivalent............................. 0.88 --
---------------
Note:
(1) Adjusted to reflect a TVX share consolidation which took effect on July 31,
2000 on a one for five basis, and a TVX share consolidation which took
effect on June 30, 2002 on a one for ten basis.
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 combination 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 TVX and Echo Bay shares have
been calculated by multiplying the Kinross pro forma amounts by the exchange
ratios of 6.5 and 0.52, respectively.
S-17
COMPARATIVE MARKET PRICE DATA
Kinross common shares are listed for trading on the Toronto Stock Exchange
under the symbol "K" and the American Stock Exchange under the symbol "KGC". TVX
common shares are listed for trading on the Toronto Stock Exchange and the New
York Stock Exchange under the symbol "TVX". Echo Bay common shares are listed
for trading on the Toronto Stock Exchange and the American Stock Exchange under
the symbol "ECO". The following table sets forth the high and low sales prices
of the Kinross common shares, the TVX common shares and the Echo Bay common
shares on the Toronto Stock Exchange and the American Stock Exchange or New York
Stock Exchange, as the case may be, for the periods indicated. The quotations
reported are from published financial sources.
KINROSS TVX(1) ECHO BAY
------------------------------- --------------------------------- ---------------------------
NEW YORK STOCK
EXCHANGE/ NEW YORK AMERICAN
TORONTO STOCK AMERICAN STOCK TORONTO STOCK STOCK TORONTO STOCK STOCK
EXCHANGE EXCHANGE(2) EXCHANGE EXCHANGE EXCHANGE EXCHANGE
------------- -------------- ---------------- ------------- ------------- -----------
HIGH LOW HIGH LOW HIGH LOW HIGH LOW HIGH LOW HIGH LOW
----- ----- ----- ----- ------ ------ ----- ----- ----- ----- ---- ----
Cdn.$ Cdn.$ $ $ Cdn.$ Cdn.$ $ $ Cdn.$ Cdn.$ $ $
2000
First Quarter........... 3.35 2.13 2.31 1.44 80.00 49.00 56.50 34.50 2.85 1.76 1.94 1.25
Second Quarter.......... 2.30 1.22 1.63 0.81 57.50 31.50 40.50 22.00 2.09 1.30 1.38 0.88
Third Quarter........... 1.35 0.78 0.94 0.50 34.00 31.50 27.50 25.00 1.61 1.05 1.06 0.69
Fourth Quarter.......... 1.12 0.50 0.75 0.38 32.00 20.00 20.90 13.10 1.15 0.52 0.75 0.32
2001
First Quarter........... 1.04 0.66 0.67 0.44 28.30 13.20 19.50 8.20 1.49 0.59 0.95 0.38
Second Quarter.......... 1.63 0.70 1.20 0.44 16.00 4.50 10.10 2.70 2.00 0.89 1.24 0.51
Third Quarter........... 1.73 1.19 1.05 0.77 9.90 5.00 6.20 3.50 1.60 0.79 1.04 0.51
Fourth Quarter.......... 1.53 0.95 0.99 0.62 7.90 5.80 5.00 3.70 1.12 0.81 0.73 0.50
2002
January................. 1.39 1.32 0.96 0.71 8.90 6.80 5.50 4.30 1.05 0.82 0.65 0.50
February................ 1.74 1.63 1.20 0.94 11.90 8.90 7.50 5.60 1.60 0.97 0.97 0.60
March................... 1.81 1.72 1.36 0.97 12.20 8.90 7.70 5.70 1.55 1.02 0.98 0.64
April................... 2.87 1.85 1.85 1.16 13.40 10.30 8.50 6.40 1.55 1.18 0.96 0.76
May..................... 4.44 2.45 2.90 1.51 19.70 12.50 12.80 8.10 2.18 1.01 1.35 0.66
June.................... 4.31 3.00 2.82 1.90 25.60 15.70 16.90 10.00 2.13 1.46 1.39 0.91
July.................... 3.67 2.06 2.40 1.25 23.54 13.10 15.35 8.35 1.86 1.08 1.22 0.70
August.................. 3.26 2.45 2.10 1.55 21.00 15.46 13.43 9.75 1.64 1.21 1.05 0.77
September............... 3.75 3.15 2.36 2.05 24.25 20.10 15.35 13.00 1.91 1.58 1.21 1.00
October................. 3.43 2.41 2.16 1.54 22.24 15.35 14.00 9.88 1.75 1.25 1.08 0.80
November................ 3.11 2.60 1.99 1.65 19.85 16.25 12.63 10.47 1.60 1.30 1.02 0.82
---------------
Notes:
(1) Adjusted to reflect a TVX share consolidation which took effect on July 31,
2000 on a one for five basis, and a TVX share consolidation which took
effect on June 30, 2002 on a one for ten basis.
(2) Kinross common shares were listed and traded on the New York Stock Exchange
until July 31, 2001. Since August 1, 2001, the Kinross common shares have
been listed and traded on the American Stock Exchange.
On June 7, 2002, the last full trading day prior to the joint public
announcement of the combination, the last reported sale price of a Kinross
common share on the Toronto Stock Exchange was Cdn.$3.92 and on the American
Stock Exchange was $2.57, the last reported sale price of a TVX common share on
the Toronto Stock Exchange was Cdn.$16.40 and on the New York Stock Exchange was
$10.50 (taking into account the June 30, 2002 one for ten share consolidation)
and the last reported sale price of an Echo Bay common share on the Toronto
Stock Exchange was Cdn.$1.85 and on the American Stock Exchange was $1.20.
On December 18, 2002, the last reported sale price of a Kinross common
share on the Toronto Stock Exchange was Cdn.$3.62 and on the American Stock
Exchange was $2.32, the last reported sale price of a TVX common share on the
Toronto Stock Exchange was Cdn.$22.69 and on the New York Stock Exchange was
$14.85 and the last reported sale price of an Echo Bay common share on the
Toronto Stock Exchange was Cdn.$1.80 and on the American Stock Exchange was
$1.17.
S-18
RISK FACTORS
The description of the risk factors relating to the combination set out
below is materially complete. Shareholders should carefully consider the
following risk factors before deciding how to vote or instruct their vote to be
cast to approve the matters relating to the combination. In addition to the risk
factors relating to the combination set out in this portion of the circular,
shareholders should also carefully consider the risk factors set out on pages
▇-▇▇, ▇-▇▇ and C-23.
RISKS RELATING TO THE COMBINATION
KINROSS, TVX AND ECHO BAY MAY NOT INTEGRATE SUCCESSFULLY.
The combination will involve the integration of companies that previously
operated independently. As a result, the combination will present challenges to
management, including the integration of the operations, systems, technologies
and personnel of the three companies, and special risks, including possible
unanticipated liabilities, unanticipated costs, diversion of management's
attention, operational interruptions and the loss of key employees, customers or
suppliers. The difficulties Kinross' management encounters in the transition and
integration processes could have a material adverse effect on the revenues,
level of expenses and operating results of the combined company. As a result of
these factors, it is possible that Kinross will not achieve anticipated cost
reductions and synergies or that other benefits expected from the combination
will not be realized.
TVX AND ECHO BAY DIRECTORS AND EXECUTIVE OFFICERS MAY HAVE INTERESTS IN THE
COMBINATION THAT ARE DIFFERENT FROM THOSE OF TVX AND ECHO BAY SHAREHOLDERS.
In considering the recommendation of the boards of directors of TVX and
Echo Bay to vote for the arrangement, shareholders should be aware that members
of the TVX and Echo Bay boards and management teams have agreements or
arrangements that provide them with interests in the combination that differ
from, or are in addition to, those of TVX or Echo Bay shareholders generally.
For additional information on the interests described in this risk factor, see
"Interests of Directors and Executive Officers of Kinross, TVX and Echo Bay in
the Arrangement" on page S-30.
CHANGES IN THE VALUE OF KINROSS COMMON SHARES WILL AFFECT THE VALUE OF THE
CONSIDERATION RECEIVED BY HOLDERS OF TVX COMMON SHARES AND ECHO BAY COMMON
SHARES IN THE ARRANGEMENT.
The specific dollar value of the consideration that TVX and Echo Bay
shareholders will receive in the arrangement will depend on the market price of
Kinross common shares on the effective date of the combination. The exchange
ratios are fixed and they will not increase or decrease due to fluctuations in
the market price of Kinross common shares. If the market price of Kinross common
shares increases or decreases, the market value of the Kinross common shares
that TVX and Echo Bay shareholders receive will correspondingly increase or
decrease. Because the date that the combination is completed may be later than
the date of the special meetings of TVX and Echo Bay shareholders, the price of
Kinross common shares on the effective date of the combination may be higher or
lower than the price on the date of the applicable special meeting. Many of the
factors that affect the market price of Kinross common shares are beyond the
control of Kinross. These factors include fluctuations in the price of gold,
changes in the regulatory environment, adverse political developments,
prevailing conditions in the capital markets and interest rate fluctuations.
IF THE KINROSS SHAREHOLDER RIGHTS PLAN IS NOT TERMINATED PRIOR TO THE EFFECTIVE
DATE OF THE ARRANGEMENT, SHAREHOLDERS OF TVX AND ECHO BAY MAY SUFFER ADVERSE
CANADIAN TAX CONSEQUENCES.
It is not a condition of the combination that the Kinross shareholder
rights plan be terminated prior to the effective date of the combination. If the
Kinross shareholder rights plan is not so terminated and as a result the holders
of TVX common shares and holders of Echo Bay common shares acquire rights under
such plan under the arrangement, the arrangement may be a taxable event under
Canadian law to TVX and Echo Bay shareholders. Holders of TVX common shares and
holders of Echo Bay common shares may be treated as having disposed of their TVX
common shares and Echo Bay common shares for proceeds equal to the aggregate of
the fair market value of the Kinross common shares (and cash received in lieu of
a fractional share, if applicable) and any rights under the Kinross shareholder
rights plan received in exchange therefor. A recent position taken by the Canada
Customs and Revenue Agency (which we refer to in this circular as the "CCRA") on
a shareholder rights plan indicates that holders may be assessed on this basis.
Neither the Echo Bay board of directors nor its independent committee addressed
the possibility that the arrangement might be taxable to Echo Bay shareholders
under Canadian tax law if the Kinross shareholder rights plan was not
terminated.
S-19
As of June 10, 2002, Newmont Mining Corporation of Canada Limited, a
wholly-owned subsidiary of Newmont, beneficially owned 45.2% of the Echo Bay
common shares and pursuant to a lock-up agreement has agreed to vote its Echo
Bay common shares in favour of Echo Bay's participation in the arrangement. The
Newmont lock-up agreement provides that Newmont and Newmont Canada may terminate
the lock-up agreement if Kinross' shareholders do not authorize the termination
of Kinross' shareholder rights plan at Kinross' special meeting and the
arrangement cannot otherwise be structured as a tax-deferred rollover under
Canadian law. No assurance can be given that Newmont or Newmont Canada will
terminate the lock-up agreement if Kinross' shareholder rights plan is not
authorized to be terminated or that, even if the lock-up agreement is
terminated, that Newmont Canada will vote against Echo Bay's participation in
the arrangement.
TVX'S OBLIGATION TO COMPLETE THE TRANSACTIONS CONTEMPLATED BY THE COMBINATION
AGREEMENT IS NOT CONDITIONAL UPON THE RECEIPT OF A TAX OPINION OF U.S. COUNSEL.
TVX has received a tax opinion of U.S. counsel dated as of the date of this
circular and does not anticipate receiving a tax opinion of U.S. counsel on the
effective date of the arrangement. If factual circumstances of Kinross or TVX
change after the date of the circular, or if there is a change in applicable law
after the date of the circular, U.S. holders of TVX common shares may not be
able to rely on the conclusions expressed in the opinion of Stoel Rives LLP
(U.S. counsel to TVX) described under "Material United States Federal Income Tax
Considerations of the Arrangement -- Tax Consequences of the Arrangement to TVX
U.S. Shareholders", and the tax consequences of the arrangement may be adverse
to the holders of TVX common shares, including the potential recognition by U.S.
holders of TVX common shares of gain as a result of the amalgamation of TVX and
the wholly-owned subsidiary of Kinross pursuant to the arrangement.
ECHO BAY'S OBLIGATION TO COMPLETE THE TRANSACTIONS CONTEMPLATED BY THE
COMBINATION AGREEMENT IS NOT CONDITIONAL UPON THE RECEIPT OF A TAX OPINION OF
U.S. COUNSEL.
Echo Bay intends to request from Cravath, Swaine & ▇▇▇▇▇, its U.S. counsel,
a tax opinion, dated as of the effective date of the arrangement, to the effect
that, among other things:
- the exchange of Echo Bay common shares for Kinross common shares
pursuant to the arrangement will be treated as a reorganization under
Section 368(a) of the Internal Revenue Code of 1986, as amended, and
- U.S. holders of Echo Bay common shares who exchange their Echo Bay
common shares solely for Kinross common shares generally will not
recognize any gain or loss for U.S. Federal income tax purposes.
If Echo Bay does not receive a tax opinion of U.S. counsel on the effective
date of the arrangement, U.S. holders of Echo Bay common shares cannot rely on
the continuing validity of the opinion of Cravath, Swaine & ▇▇▇▇▇ described in
this risk factor and under "Material United States Federal Income Tax
Considerations of the Arrangement -- Tax Consequences of the Arrangement to Echo
Bay U.S. Shareholders". Echo Bay may not be able to receive a tax opinion on the
effective date of the arrangement because, for example:
- Kinross fails to provide a customary letter of representation to Echo
Bay due to a change in factual circumstances or otherwise;
- Echo Bay fails to provide its customary representation letter to U.S.
counsel due to a change in factual circumstances or otherwise; or
- there is a change in applicable law, which may or may not be
retroactive.
If this were to occur, it is possible, but not certain, that the exchange
of Echo Bay common shares for Kinross common shares pursuant to the arrangement
would constitute a taxable, rather than a tax-deferred, transaction for U.S.
Federal income tax purposes and, in such case, that the U.S. Federal income tax
consequences to the holders of Echo Bay common shares would be materially
different than those described above, including the possibility that holders of
Echo Bay common shares would be required to recognize gain or loss for U.S.
Federal income tax purposes as a result of the exchange of their Echo Bay common
shares for Kinross common shares pursuant to the arrangement.
THE ACQUISITION OF THE NEWMONT INTEREST IN THE TVX NEWMONT AMERICAS JOINT
VENTURE MAY BE FINANCED THROUGH THE INCURRENCE OF SHORT-TERM DEBT.
In the event that TVX elects to pay for the acquisition of Newmont's
interest in the TVX Newmont Americas joint venture by incurring short-term debt
represented by the promissory notes provided for in the purchase agreements, the
S-20
short-term debt of the combined company would be increased by as much as $90
million and the total current liabilities of the combined company would be
$227.2 million. The promissory notes would be due on the seventh day following
the closing of the TVX Newmont Americas joint venture transaction. This
short-term debt would be secured by the Newmont interest in the TVX Newmont
Americas joint venture and bear interest at the rate of 15% per annum. Repayment
of this short-term debt through the use of cash on hand of the combined company
would reduce the cash available to the combined company for operating or other
purposes. For a discussion of the terms of the promissory notes referred to in
this risk factor, see page S-50.
RISKS RELATING TO KINROSS, TVX, ECHO BAY AND THE COMBINED COMPANY
This section focuses on risks that differ for Kinross, TVX and Echo Bay or
that will be different for the combined company.
KINROSS, TVX AND ECHO BAY HAVE A HISTORY OF LOSSES.
Kinross had a net loss of $36.4 million in 2001, $125.4 million in 2000 and
$243.9 million in 1999. TVX incurred a net loss of $227.9 million in 2001, net
income of $12.4 million in 2000 and a net loss of $47.6 million in 1999. Echo
Bay had a net loss of $5.7 million in 2001, net income of $18.6 million in 2000
and a net loss of $37.3 million in 1999. Following completion of the
combination, Kinross' ability to operate profitably will depend on the success
of its principal mines and on the price of gold. There can be no assurance that
following the combination Kinross will be profitable.
KINROSS, TVX AND ECHO BAY ARE PARTIES TO MATERIAL LEGAL PROCEEDINGS.
Kinross, TVX and Echo Bay are parties to material legal proceedings. The
combined company will be subject to the risks of all these material legal
proceedings which, if decided adversely to the combined company, may have a
material adverse effect on its financial or business position or prospects.
Shareholders are urged to read the descriptions of pending legal proceedings set
out in Schedules A, B and C to this circular.
THE COMBINED COMPANY WILL FACE MATERIALLY DIFFERENT RISKS RELATED TO FOREIGN
INVESTMENT THAN THOSE TO WHICH KINROSS, TVX AND ECHO BAY WERE SUBJECT TO WHEN
THEY WERE INDEPENDENT ENTITIES.
Kinross and TVX conduct development and mining activities outside Canada
and the United States. Specifically, Kinross has significant operations in far
east Russia, as well as operations in Chile and Zimbabwe. TVX has primary
operations in Brazil and Chile, as well as operations in Greece. Echo Bay does
not have any material development or mining activities outside Canada or the
United States.
Following the completion of the combination, a significant portion of
Kinross' mining operations will be located in Brazil, Chile and Russia. The
combined company will be subject to materially different foreign investment
risks than those which Kinross, TVX and, in particular, Echo Bay, were subject
to when they were independent entities. Mining investments are subject to the
risks normally associated with any conduct of business in foreign countries,
including various levels of political and economic risk. The existence or
occurrence of one or more of the following circumstances or events could have a
material adverse impact on the combined company's profitability or the viability
of the combined company's affected foreign operations, which could have a
material adverse impact on the combined company's future cash flows, earnings,
results of operations and financial condition. These risks include the
following:
- uncertain or unpredictable political, legal and economic environments;
- delays in obtaining or the inability to obtain necessary governmental
permits;
- labour disputes;
- invalidation of governmental orders;
- war and civil disturbances;
- changes in laws or policies of particular countries;
- taxation;
- government seizure of land or mining claims;
- limitations on ownership;
S-21
- restrictions on the convertibility of currencies;
- limitations on the repatriation of earnings; and
- increased financing costs.
These risks may limit or disrupt the projects, restrict the movement of
funds or result in the deprivation of contract rights or the taking of property
by nationalization or expropriation without fair compensation.
Investors should, in particular, consider the risks relating to an
uncertain and unpredictable legal environment in Russia. While progress with
legal reforms in Russia has progressed, implementation and enforcement of
property rights across Russia's vast territory remain problematic. A weak
bureaucracy and vested interests also remain obstacles. 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 such laws may be interpreted and
applied in a particular case. It is not uncommon in the context of dispute
resolution in Russia for parties to use the uncertainty in the Russian legal
environment as leverage in business negotiations.
Kinross conducts business in Russia through its 54.7%-owned Russian
subsidiary, Omolon Gold Mining Company. Two of Omolon's Russian shareholders and
the Magadan Administration on behalf of a third Russian shareholder of Omolon
(collectively, these Russian shareholders hold 38.1% of the outstanding shares
of Omolon) have separately instituted legal proceedings against Omolon asserting
that the original issuance of shares was flawed, due to a failure to follow
certain registration procedures required under Russian law, and that the
original shares issuance was therefore null and void. Underlying this dispute
are unpaid loans made by the Magadan Administration to these Russian
shareholders at the time Omolon was capitalized. 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. These lawsuits have been encouraged by the
Magadan Administration as the major creditor of these shareholders.
In connection with these pending lawsuits, certain bank accounts of Omolon
containing the ▇▇▇▇▇ equivalent of $22.1 million are currently under arrest
pursuant to an order of a court in the Magadan region of the Russian Federation.
For a description of the outstanding legal proceedings, see "Legal Proceedings
-- Omolon Litigation" on page A-44. In order to resolve the pending lawsuits and
lift the court order, Omolon reached agreements in principle with the Magadan
Administration, representing itself and the two largest Russian shareholders of
Omolon. The agreements in principle provide that:
- Omolon will purchase up to 45.3% of its outstanding shares currently
held by its Russian shareholders for the ▇▇▇▇▇ equivalent of $45.4
million;
- each Russian shareholder will withdraw any pending lawsuits asserted by
it;
- the court order arresting the accounts will be lifted; and
- the purchase price for the shares to be paid by Omolon to each of the
selling shareholders will be sufficient to repay their "gold" loans.
On December 3, 2002, and in accordance with the agreements in principle,
Omolon entered into separate binding purchase agreements with four of its five
Russian shareholders (holding, in the aggregate, 44.17% of Omolon's shares). The
fifth Russian shareholder (which is not a party to any of the pending lawsuits
against Omolon) did not tender its shares to Omolon within the prescribed
period. Assuming that each of the four share purchase agreements is implemented,
Kinross will own 98.14% of Omolon. As part of the implementation of each of the
share purchase agreements, all pending lawsuits against Omolon will be
withdrawn. The share purchase transactions with the four participating Russian
shareholders are expected to close by December 31, 2002.
Investors should be aware that performance by the parties of their
respective obligations under the share purchase agreements are subject to a
number of uncertainties and risks, including the non-occurrence of one or more
conditions precedent. In addition, investors should be aware that the share
purchase agreements are not conditional upon each other. If the transactions
contemplated by the share purchase agreements are not completed in accordance
with their terms, or at all, all pending litigation against Omolon may not be
withdrawn and Omolon's ability to conduct operations at Kubaka may be adversely
affected.
Investors should also consider the particular risks relating to operating
in Greece. The Greek Supreme Court annulled purported valid permits issued by
the Greek Government with respect to TVX's Olympias development project. This
decision effectively prohibits development of the Olympias project. In addition,
local action groups have
S-22
applied to have mining permits for TVX's Stratoni base metals Greek operations
annulled. This action was heard on June 7, 2002. The Judge Rapporteur who
reviewed the petition expressed the opinion that an environmental impact study
may be required in support of the permits. However, the Judge accepted the
opposite opinion may also be supported, i.e., that the activities covered by the
new permits do not cause a substantive environmental change as compared with the
previous mining activities and, therefore, no new environmental impact study is
required. On December 9, 2002, TVX was advised that the Greek Conseil D'Etat had
released its decision on the challenge to the Stratoni mining permits. TVX has
been informed that the court ruled that TVX Hellas, TVX's Greek operating
subsidiary, is not required to submit a new environmental impact study to
support the technical study and 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. TVX is
continuing to assess the impact of the decision and mining operations are
continuing pending receipt of the new mining permits. The Greek Government has
undertaken to obtain the necessary decisions and has advised that, in the
meantime, the continued, unobstructed operations of TVX Hellas are secure. It is
anticipated that the re-approval of the permits will be issued in January 2003.
In the event that TVX is not able to continue mining operations pending receipt
of the new mining permits or the new mining permits are denied, mining
operations may be suspended. In the event of a suspension of mining operations,
TVX will not generate revenue from such operations for the duration of the
suspension. In the event of the long term or permanent suspension of mining
operations at Stratoni, it is unlikely that TVX would continue to report the
mineralization as reserves.
Investors should also consider the 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.
THE COMBINED COMPANY WILL FACE MATERIALLY DIFFERENT RISKS RELATED TO JOINT
VENTURES THAN THOSE TO WHICH KINROSS, TVX AND ECHO BAY WERE SUBJECT AS
INDEPENDENT ENTITIES.
Kinross, TVX and Echo Bay, directly and indirectly, hold significant mining
interests through joint ventures. For example, Kinross holds its 49.0% interest
in each of the Hoyle Pond mine and the Dome mine through its 49.0% interest in
the Porcupine joint venture with Placer Dome Inc. Almost all of TVX's mining
interests are held through its approximate 50.0% controlling interest in the TVX
Newmont Americas joint venture with Newmont. The TVX Newmont Americas joint
venture's interests in each of the La Coipa mine, the Crixas mine, the Brasilia
mine, the New ▇▇▇▇▇▇▇▇▇ mine and the ▇▇▇▇▇▇▇▇▇▇▇ mine are operated through joint
ventures with various mining companies. Echo Bay owns an undivided 50.0%
interest in the Round Mountain mine. An affiliate of ▇▇▇▇▇▇▇ Gold Corporation
owns the remaining undivided 50.0% interest in the joint venture common
operation.
Mining investments 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 the
combined company's profitability or the viability of its interests held through
joint ventures, which could have a material adverse impact on the combined
company's future cash flows, earnings, results of operations and financial
condition. These risks include the following:
- 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.
Investors should, in particular, consider risks facing TVX in connection
with its interest in the Brasilia mine. In September 2001, Rio Tinto Brasil
Ltda., 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 51.0% interest. Rio Tinto Brasil alleged that the
transaction resulting in the formation of 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 favour of
Rio Tinto Brasil and as such rights were not made available to Rio Tinto Brasil,
it was permitted to terminate the shareholders agreement.
S-23
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. In the event the matter proceeds following the freeze of
the litigation, TVX anticipates that the decision of the court will be made
within the next year.
In the event that Rio Tinto Brasil 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 U.S. GAAP.
THE COMBINED COMPANY WILL BE SUBJECT TO RISKS ASSOCIATED WITH CONDUCTING ITS
OPERATIONS IN NUMEROUS CURRENCIES.
Currency fluctuations may affect the costs which the combined company will
incur at its operations. Gold is sold in the world market in U.S. dollars. In
addition to U.S. dollars, Kinross' costs are incurred principally in Canadian
dollars and Russian rubles, and TVX's costs are incurred principally in Canadian
dollars, Brazilian reals, Chilean pesos and Euros. Echo Bay principally incurs
costs in Canadian and U.S. dollars. The appreciation of non-U.S. dollar
currencies against the U.S. dollar can increase the cost of gold production in
U.S. dollar terms at the combined company's mines located outside of the United
States. If the combined company determines to implement a currency hedging
program to reduce the risk associated with currency fluctuations, there is no
assurance that its hedging strategies will be successful. See "Currency
Presentation and Exchange Rate Information" on page S-iii for the change in
value of the Canadian dollar over the last five years.
Over the last five years, the dollar has generally strengthened against the
above-mentioned currencies. At present, the Brazilian real (down approximately
200% against the dollar since December 31, 1998) and the Russian ▇▇▇▇▇ (down
approximately 430% against the dollar since December 31, 1997) remain
particularly volatile currencies potentially subject to significant increases or
decreases in value.
KINROSS, TVX AND ECHO BAY HAVE DIFFERENT SENSITIVITIES TO CHANGES IN GOLD AND
SILVER PRICES AS A RESULT OF GOLD AND SILVER HEDGING STRATEGIES.
Each of the combining companies enters into contracts with banking or
financial institutions in order to hedge revenues against adverse changes in
gold and silver prices. As at September 30, 2002, 345,700 ounces of Kinross'
gold production was committed to spot deferred contracts and fixed forward
contracts, representing 6.5% of Kinross' proven and probable reserves as at
December 31, 2001. Also as at September 30, 2002, 150,00 ounces of Kinross' gold
production was committed to written call options, representing 2.8% of Kinross'
proven and probable reserves as at December 31, 2001. Kinross currently has no
silver commodity derivative contracts outstanding. As at September 30, 2002,
650,000 ounces of TVX's gold production was protected by purchased gold put
options, representing 10.7% of TVX's proven and probable reserves of gold as at
December 31, 2001. Also as at September 30, 2002, 2,500,000 ounces of TVX's
silver production was committed to silver call options, representing 7.7% of
TVX's proven and probable reserves of silver as at December 31, 2001. As at
September 30, 2002, 15,000 ounces of Echo Bay's gold production was committed to
fixed forward contracts, representing 0.4% of Echo Bay's proven and probable
reserves as at December 31, 2001. Also, as at September 30, 2002, 75,000 ounces
of Echo Bay's gold production was committed to written call options,
representing 2.0% of Echo Bay's proven and probable reserves as at December 31,
2001. Echo Bay fulfilled its gold forward sales obligations in October 2002 by
delivering 15,000 ounces of gold at $293 per ounce. Echo Bay also delivered
15,000 ounces into gold call options at $302 per ounce and settled 60,000 gold
call options at a cost of $1.1 million in October 2002. Echo Bay's production is
now completely unhedged.
S-24
AVERAGE TOTAL CASH COSTS ARE DIFFERENT FOR KINROSS, TVX, ECHO BAY AND THE
NEWMONT INTEREST IN THE TVX NEWMONT AMERICAS JOINT VENTURE.
"Average total cash costs" figures, calculated in accordance with "The Gold
Institute Production Cost Standard", include mine site operating costs such as
mining, processing, administration, royalties and production taxes (but are
exclusive of amortization, reclamation costs, capital, development and
exploration costs), divided by the ounces of gold produced. The measure is a key
indicator of a company's ability to generate operating earnings and cash flow
from its mining operations.
Kinross incurred average total cash costs (dollars per gold equivalent
ounce) of $193 in 2001, $202 in 2000 and $196 in 1999. TVX incurred average
total cash costs (dollars per gold equivalent ounce) of $180 in 2001, $178 in
2000 and $170 in 1999. Echo Bay incurred average total cash costs (dollars per
gold equivalent ounce) of $233 in 2001, $204 in 2000 and $226 in 1999. After
giving effect to the combination, average total cash costs of the combined
company are expected to be in excess of the amount incurred by Kinross and TVX
in 2001. Current shareholders of Kinross and TVX may have a greater degree of
exposure to downward fluctuations in gold prices after completion of the
combination as lower gold prices may make certain of the combined company's
mining projects uneconomic due to the higher costs of production at those
projects.
S-25
THE MEETINGS
Kinross, TVX and Echo Bay have called special meetings of their
shareholders to be held on the dates and at the times and places set out below:
MEETING DATE TIME (LOCAL TIME) PLACE
------- ---- ----------------- -----
Kinross............................ January 28, 2003 10:00 a.m. Design Exchange, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇
TVX................................ January 31, 2003 9:30 a.m. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Echo Bay........................... January 31, 2003 9:30 a.m. Toronto ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
KINROSS
At the Kinross special meeting, the holders of Kinross common shares will
be asked to consider and approve:
- the issuance of Kinross common shares pursuant to the arrangement,
including Kinross common shares to be issued pursuant to outstanding
stock options granted by TVX and Echo Bay and outstanding warrants
issued by TVX and Echo Bay to purchase TVX common shares and Echo Bay
common shares;
- the election of four additional, agreed-upon individuals to the Kinross
board of directors;
- a consolidation of the outstanding Kinross common shares on the basis of
one Kinross common share for each three Kinross common shares;
- a reduction of Kinross' stated capital account maintained for its common
shares by approximately $747 million, which will also have the effect of
reducing the accumulated shareholder deficit by the same amount; and
- the termination of Kinross' shareholder rights plan.
The Kinross share issuance proposal and the election of directors to the
Kinross board of directors must be approved by at least a majority of the votes
cast at the Kinross special meeting. The arrangement is conditional upon
approval of these matters. Each of the consolidation of the Kinross common
shares and the reduction of the stated capital account with respect to the
Kinross common shares must be approved by not less than 66 2/3% of the votes
cast at the Kinross special meeting and the termination of Kinross' shareholder
rights plan must be approved by at least a majority of the votes cast at the
Kinross special meeting. The arrangement is not conditional upon approval of the
Kinross share consolidation or the termination of Kinross' shareholder rights
plan. The reduction of Kinross' stated capital is not a condition to the
completion of the arrangement under the terms of the combination agreement.
However, Kinross has determined that it is desirable to effect the reduction in
stated capital to ensure that the tests outlined in section 192 of the CBCA will
be met at the time final approval of the Superior Court of Justice, Ontario is
sought. Please see "Regulatory Matters -- Court Approval of the Arrangement" on
page S-55.
TVX
At the TVX special meeting, the holders of TVX common shares will be asked
to consider and approve a special resolution approving the participation of TVX
in the arrangement. The special resolution must be approved by not less than
66 2/3% of the votes cast at the TVX special meeting.
ECHO BAY
At the Echo Bay special meeting, the holders of Echo Bay common shares will
be asked to consider and approve a special resolution approving the
participation of Echo Bay in the arrangement. The special resolution must be
approved by not less than 66 2/3% of the votes cast at the Echo Bay special
meeting.
FURTHER INFORMATION CONCERNING THE KINROSS SPECIAL MEETING, THE TVX SPECIAL
MEETING OR THE ECHO BAY SPECIAL MEETING, AS APPLICABLE, IS CONTAINED IN THE
NOTICE OF SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR WHICH ACCOMPANIES
THIS MANAGEMENT INFORMATION CIRCULAR SUPPLEMENT. YOU ARE URGED TO CAREFULLY
REVIEW THE PROCEDURES FOR VOTING YOUR SHARES AND THE OTHER INFORMATION SET OUT
IN THESE MATERIALS.
S-26
THE COMBINATION
Kinross, TVX and Echo Bay have entered into the combination agreement dated
as of 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 by way of
a plan of arrangement under the CBCA.
In a separate transaction, TVX and a subsidiary of TVX have entered into
two agreements dated as of June 10, 2002, each as amended as of November 19,
2002, with a subsidiary of Newmont pursuant to which TVX has agreed to acquire
Newmont's approximate 50% non-controlling interest in the TVX Newmont Americas
joint venture, in accordance with an existing right of first offer and an
existing right of first refusal, for an aggregate purchase price of $180
million. The purchase price under each agreement may, at TVX's option, be paid
entirely in cash or TVX may elect to satisfy up to one half of the purchase
price payable under each agreement by delivery of a secured promissory note and
the balance in cash. The maximum aggregate amount of the promissory notes which
may be issued is $90 million. The arrangement is conditional upon the completion
of the purchase of Newmont's interest in the TVX Newmont Americas joint venture.
On December 5, 2002, Kinross completed an offering of 50 million units at a
price of Cdn.$3.05 per unit for net proceeds of Cdn.$145.4 million. Each unit
consists of one common share of Kinross and one half of a common share purchase
warrant. One whole common share purchase warrant is exercisable on or before
December 5, 2007 for one Kinross common share at an exercise price of Cdn.$5.00.
Kinross intends to use the proceeds therefrom, together with cash on hand, to
provide the cash payment for the purchase of Newmont's interest in the TVX
Newmont Americas joint venture and repay any amounts owed under the promissory
notes, if any are delivered at the closing of the TVX Newmont Americas joint
venture transaction. The promissory notes are due on the seventh day following
the closing of TVX Newmont Americas joint venture transaction.
Upon completion of the arrangement and purchase of the Newmont interest,
Kinross will own all of the outstanding TVX common shares and Echo Bay common
shares and will own, indirectly, all of the TVX Newmont Americas joint venture.
Pursuant to the plan of arrangement, TVX will amalgamate with 4082389
Canada Inc., a newly-formed, wholly-owned subsidiary of Kinross, and each holder
of TVX common shares will receive 6.5 Kinross common shares for each TVX common
share. The TVX share exchange ratio reflects a one for ten consolidation of its
common shares which took effect on June 30, 2002. Also pursuant to the plan of
arrangement, shareholders of Echo Bay (other than Kinross) will receive 0.52 of
a Kinross common share for each Echo Bay common share. Immediately prior to the
completion of the combination, and subject to shareholder approval, Kinross
intends to consolidate its outstanding common shares on the basis of one Kinross
common share for each three Kinross common shares. If the Kinross share
consolidation is completed, each holder of TVX common shares will receive 2.1667
Kinross common shares for each TVX common share and each holder of Echo Bay
common shares will receive 0.1733 of a Kinross common share for each Echo Bay
common share.
The arrangement requires the approval of at least 66 2/3% of the votes cast
by TVX and Echo Bay shareholders at the respective special meetings of TVX and
Echo Bay, as well as the approval of the Superior Court of Justice, Ontario. The
shareholders of Kinross will be asked to approve the issuance of Kinross common
shares pursuant to the arrangement, as well as certain other matters discussed
in this circular, at the Kinross special meeting.
RECOMMENDATIONS OF DIRECTORS
The board of directors of each of TVX and Echo Bay has recommended that its
shareholders vote FOR the arrangement at the TVX special meeting and the Echo
Bay special meeting.
The board of directors of Kinross has recommended that its shareholders
vote FOR all matters discussed in this circular in respect of the arrangement
that are to be presented at the Kinross special meeting.
FURTHER DETAILS CONCERNING THE RECOMMENDATIONS OF THE BOARDS OF DIRECTORS
OF KINROSS, TVX AND ECHO BAY, AS APPLICABLE, CAN BE FOUND IN THE NOTICE OF
SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR WHICH ACCOMPANY THIS
MANAGEMENT INFORMATION CIRCULAR SUPPLEMENT. YOU ARE URGED TO READ THESE
MATERIALS CAREFULLY.
S-27
INTENTIONS OF SIGNIFICANT SHAREHOLDERS
KINROSS LOCK-UP AGREEMENT
Kinross is the beneficial owner of approximately 10.6% of the outstanding
Echo Bay common shares. Kinross has entered into a lock-up agreement with Echo
Bay dated June 10, 2002, as amended as of November 19, 2002, pursuant to which
it has agreed to vote its Echo Bay common shares in favour of the arrangement at
the Echo Bay special meeting.
Pursuant to the Kinross lock-up agreement, subject to the subsequent
paragraph, Kinross has agreed that it will not option, sell, transfer, pledge,
encumber, grant a security interest in, hypothecate or otherwise convey its Echo
Bay common shares.
If, however, Kinross wishes to option, sell, transfer, pledge, encumber,
grant a security interest in, hypothecate or otherwise convey all or
substantially all of its Echo Bay common shares, Kinross, under the Kinross
lock-up agreement, may do so if it delivers to Echo Bay an agreement duly
executed by the acquirer whereby the acquirer becomes obligated to Echo Bay on
substantially similar terms to those contained in the Kinross lock-up agreement.
This restriction on Kinross' ability to sell, transfer, pledge, encumber, grant
a security interest in, hypothecate or otherwise convey all or substantially all
of its Echo Bay common shares shall survive the termination of the Kinross
lock-up agreement and stay in effect so long as Echo Bay is or may be subject to
paying liquidated damages under the combination agreement.
The Kinross lock-up agreement provides that Kinross will deposit with the
registrar and transfer agent of the Echo Bay common shares a duly completed and
executed proxy voting its Echo Bay common shares in favour of the arrangement.
Neither Kinross nor any person acting on its behalf will withdraw, amend or
invalidate the proxy deposited by Kinross.
The Kinross lock-up agreement further provides that Kinross will:
- not take any action of any kind which would be inconsistent with the
combination agreement, including any action to solicit, initiate,
facilitate or knowingly encourage the initiation of an acquisition
proposal;
- notify Echo Bay promptly upon becoming aware of any acquisition
proposal; and
- use commercially reasonable efforts to assist Echo Bay and the other
parties to the combination agreement to successfully complete the
combination.
The Kinross lock-up agreement may be terminated by either party if the
combination agreement is terminated in accordance with its terms and shall
terminate automatically on the effective date of the combination.
NEWMONT LOCK-UP AGREEMENT
Newmont's wholly-owned subsidiary, Newmont Mining Corporation of Canada
Limited ("Newmont Canada"), is the beneficial owner of approximately 45.3% of
the outstanding Echo Bay common shares, and Newmont and Newmont Canada have
entered into a lock-up agreement with Echo Bay dated June 10, 2002, as amended
as of November 19, 2002, pursuant to which Newmont Canada has agreed to vote its
Echo Bay common shares in favour of the arrangement at the Echo Bay special
meeting.
Pursuant to the Newmont lock-up agreement, subject to the subsequent
paragraph, Newmont Canada has agreed that it will not option, sell, transfer,
pledge, encumber, grant a security interest in, hypothecate or otherwise convey
its Echo Bay common shares.
If, however, Newmont Canada wishes to option, sell, transfer, pledge,
encumber, grant a security interest in, hypothecate or otherwise convey all or
substantially all of its Echo Bay common shares, it may do so if in certain
circumstances it delivers to Echo Bay an agreement duly executed by the acquirer
whereby the acquirer becomes obligated to Echo Bay on substantially similar
terms to those contained in the Newmont lock-up agreement. This restriction on
Newmont's ability to sell, transfer, pledge, encumber, grant a security interest
in, hypothecate or otherwise convey all or substantially all of its Echo Bay
common shares shall survive the termination of the Newmont lock-up agreement and
stay in effect so long as Echo Bay is or may be subject to paying liquidated
damages under the combination agreement.
The Newmont lock-up agreement provides that Newmont Canada will deposit
with the registrar and transfer agent of the Echo Bay common shares a duly
completed and executed proxy voting its Echo Bay common shares in favour of
S-28
the arrangement. Neither Newmont Canada nor any person acting on its behalf will
withdraw, amend or invalidate the proxy deposited by Newmont Canada.
The Newmont lock-up agreement further provides that Newmont and Newmont
Canada will:
- not take any action of any kind which would be inconsistent with the
combination agreement, including any action to solicit, initiate,
facilitate or knowingly encourage the initiation of an acquisition
proposal;
- notify Echo Bay promptly upon becoming aware of any acquisition
proposal; and
- use commercially reasonable efforts to assist Echo Bay and the other
parties to the combination agreement to successfully complete the
combination.
If Newmont Canada fails to comply with its obligations to vote in favour of
Echo Bay's participation in the arrangement and the Echo Bay shareholders fail
to approve its participation in the combination, then Newmont and Newmont Canada
have agreed to indemnify, jointly and severally, and hold harmless Echo Bay from
its obligation under the combination agreement to reimburse each of Kinross and
TVX for their expenses, up to a maximum of Cdn.$2.5 million. However, Newmont
and Newmont Canada are not obligated to indemnify Echo Bay if Echo Bay's board
of directors has withdrawn or changed its recommendation with respect to the
arrangement or recommended in favour of another acquisition proposal and the
Echo Bay shareholders fail to approve Echo Bay's participation in the
combination.
Additionally, if Echo Bay becomes obligated to pay liquidated damages under
the combination agreement because:
- a bona fide acquisition proposal is publicly announced, proposed,
offered or made and not withdrawn to Echo Bay and its shareholders;
- the Echo Bay shareholders do not approve the requisite resolutions by
which Echo Bay would participate in the arrangement, and thereafter the
combination agreement is terminated; and
- within six months after termination of the combination agreement,
Newmont or Newmont Canada enters into or consummates a change of control
proposal with respect to Echo Bay,
then Newmont and Newmont Canada have agreed to indemnify, jointly and severally,
and hold harmless Echo Bay from such liquidated damages unless such change of
control proposal is recommended by the Echo Bay board of directors or Echo Bay
has previously become liable to pay liquidated damages under the combination
agreement. All of the Newmont/Newmont Canada indemnity provisions survive the
termination of the Newmont lock-up agreement.
Each of Echo Bay, Newmont and Newmont Canada may terminate the Newmont
lock-up agreement if:
- the arrangement proposed to Echo Bay shareholders does not correspond in
all material respects to that contemplated by the combination agreement;
- the Kinross shareholder rights plan is not authorized to be terminated
at the Kinross special meeting, or is in fact not terminated prior to
the effective date of the combination, and the arrangement cannot
otherwise be effected on a tax-deferred rollover basis for Canadian
shareholders of Echo Bay; or
- the combination agreement is terminated in accordance with its terms.
The Newmont lock-up agreement shall automatically terminate on the
effective date of the combination.
BEECH LOCK-UP AGREEMENT
Beech is the beneficial owner of approximately 18.4% of the outstanding TVX
common shares. Beech has entered into a lock-up agreement with TVX dated June
10, 2002, as amended as of November 19, 2002, pursuant to which Beech has agreed
to vote its TVX common shares in favour of the participation of TVX in the
combination at the TVX special meeting.
Pursuant to the Beech lock-up agreement, subject to the subsequent
paragraph, Beech has agreed that it will not sell, transfer or otherwise deal
with its TVX common shares, including by way of option or granting a security
interest in such shares, prior to the TVX special meeting.
Beech, however, may sell, transfer, or otherwise deal with its TVX common
shares prior to the TVX special meeting, in a negotiated transaction in which
the acquirer delivers to TVX an agreement which contains substantially similar
terms as the Beech lock-up agreement.
S-29
Beech may terminate the Beech lock-up agreement if:
- the terms on which the combination is proposed to the TVX shareholders
do not in all material respects conform with the description contained
in the combination agreement in all material respects or the combination
agreement is amended in any material respect;
- the required approval from the shareholders of Kinross, TVX or Echo Bay
is not obtained;
- a superior proposal is made and not withdrawn;
- the combination is not completed on or before February 28, 2003;
- each of the Kinross, TVX and Echo Bay special meetings is not held on or
before February 28, 2003; or
- the combination agreement terminates in accordance with its terms.
INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS OF KINROSS,
TVX AND ECHO BAY IN THE ARRANGEMENT
In considering the recommendation of the board of directors of each of
Kinross, TVX and Echo Bay that you vote to approve the matters discussed in this
circular, you should be aware that some of the directors and executive officers
of Kinross, TVX and Echo Bay have interests in the arrangement that are
different from, or in addition to, the interests of shareholders of Kinross, TVX
and Echo Bay generally.
KINROSS
EMPLOYMENT AGREEMENT/SEVERANCE
Kinross has entered into severance agreements with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇,
President and Chief Executive Officer and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Vice Chairman. Under
their severance agreements, the combination will constitute a change of control.
Upon the delivery of a notice of termination to Kinross following a change of
control, Messrs. ▇▇▇▇▇▇ and Ditto will be entitled to be paid by Kinross a cash
payment equal to 2.5 times their annual salary, benefits and designated annual
bonus, all stock options they hold will become immediately exercisable and all
reasonable legal expenses they incur as a result of their termination shall be
paid by Kinross. Assuming Messrs. ▇▇▇▇▇▇ and Ditto experience a termination
following the effective date of the combination, and calculated based on his
current salary, benefits and bonus entitlement for the year 2002, Messrs. ▇▇▇▇▇▇
and Ditto would be entitled to a lump sum payment of approximately $1,207,360
(which does not include ▇▇. ▇▇▇▇▇▇'▇ bonus entitlement) and $970,695
respectively.
Kinross has also entered into severance agreements with ▇▇. ▇▇▇▇ ▇▇▇▇▇,
Executive Vice President, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, Vice President, Finance and Chief
Financial Officer, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President Investor Relations and
Corporate Development, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Executive Vice President and Chief
Operating Officer, Mr. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Vice President and Treasurer, ▇▇. ▇▇
▇▇▇▇▇▇▇▇▇, Vice President, Human Resources and Corporate Affairs, Mr. ▇▇▇
▇▇▇▇▇▇▇, Vice President, Exploration, Mr. ▇▇▇▇▇ Danni, Vice President,
Environment, and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Corporate Secretary.
Under their severance agreements, the combination will constitute a change
of control. Upon the termination of the employment of the individual, unless
such termination is because of death, disability, for cause or such individual
resigns (except if such resignation by the individual follows an adverse change
in his or her duties, powers, rights, salary or benefits, a diminution of title,
and other specified negative changes to such individual's employment situation),
following a change of control and within 18 months following such change of
control, the individuals listed above will be entitled to be paid by Kinross a
cash payment equal to two times such individual's annual salary, benefits and
designated annual bonus, all stock options held by such individual will become
immediately exercisable and all reasonable legal expenses incurred by such
individual as a result of his or her termination shall be paid by Kinross.
Assuming Messrs. ▇▇▇▇▇, ▇▇▇▇▇, McCreary, Caldwell, Hill, Schoening, ▇▇▇▇▇▇▇ and
Danni and ▇▇. ▇▇▇▇▇ experience a termination or resign from Kinross under
specified circumstances (as described above) following the effective date of the
combination, and calculated based on each of their current annual salary,
benefits and bonus entitlement for the year 2002, Messrs. ▇▇▇▇▇, ▇▇▇▇▇,
McCreary, Caldwell, Hill, Schoening, ▇▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇ would be
entitled to a lump sum cash payment of approximately $612,182, $515,160,
$376,258, $662,456, $356,034, $395,340, $344,400, $456,000 and $194,696,
respectively.
Kinross does not expect that it will be required to make the payments
disclosed above as a consequence of the combination.
S-30
TVX
EMPLOYMENT AGREEMENTS/SEVERANCE
TVX has entered into employment agreements with ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, President
and Chief Executive Officer, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Financial Officer, ▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇, General Counsel, Vice President and Corporate Secretary, ▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President, Finance, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇, Chairman and Chief
Executive Officer of TVX Hellas, and Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Finance and
Administration Manager of TVX Hellas.
Following the combination, ▇▇. ▇▇▇▇▇▇ may, within 90 days, elect to
terminate his employment agreement. If he so elects or if he is terminated
without cause, he will receive severance benefits equal to two times his current
annual base salary. Based on ▇▇. ▇▇▇▇▇▇'▇ current annual base salary, ▇▇. ▇▇▇▇▇▇
would be entitled in either circumstance to a lump sum cash payment of
approximately $900,000.
Upon termination of the employment of ▇▇. ▇▇▇▇▇▇▇▇ or ▇▇. ▇▇▇▇▇ following a
change of control, each of ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇ will be entitled to a
severance payment equal to two times his base salary. In the event that ▇▇.
▇▇▇▇▇▇▇▇ or ▇▇. ▇▇▇▇▇ experience a termination from TVX following the effective
date of the combination, and calculated based on ▇▇. ▇▇▇▇▇▇▇▇' and ▇▇. ▇▇▇▇▇'▇
respective current annual base salary, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇ will be
entitled to a lump sum cash payment of approximately $370,000 and $300,000,
respectively. In the event the employment of Messrs. Whittall, ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇
is terminated following a change of control, ▇▇. ▇▇▇▇▇▇▇▇ is entitled to a
severance payment equal to six months base salary, ▇▇ ▇▇▇▇▇▇▇▇ is entitled to a
severance payment equal to 18 months base salary and ▇▇. ▇▇▇▇▇ is entitled to a
severance payment equal to 12 months base salary. Assuming ▇▇. ▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇▇ or ▇▇. ▇▇▇▇▇ experience a termination from TVX following the effective
date of the combination, and calculated based on ▇▇. ▇▇▇▇▇▇▇▇'▇, ▇▇. ▇▇▇▇▇▇▇▇'▇
and ▇▇. ▇▇▇▇▇'▇ respective current annual base salary, ▇▇. ▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇ will be entitled to a lump sum cash payment of
approximately Cdn.$87,500, $262,500 and $130,000, respectively.
In addition, the Compensation Committee of the Board of Directors of TVX
has approved an aggregate bonus of Cdn.$600,000, payable upon completion of the
arrangement to Messrs. Harvey, Williams, ▇▇▇▇▇ and Whittall, pro rata on their
salaries. Based on their current salaries, Messrs. Harvey, Williams, ▇▇▇▇▇ and
▇▇▇▇▇▇▇▇ will be entitled to a bonus of approximately Cdn.$300,000,
Cdn.$123,333, Cdn.$100,000 and Cdn.$76,667, respectively.
Completion of the arrangement will constitute a change of control within
the meaning of each of the above-mentioned TVX employment agreements. TVX
expects that it will be required to make the payments described above as a
consequence of the combination.
ECHO BAY
EMPLOYMENT AGREEMENTS/SEVERANCE
Echo Bay has entered into employment agreements with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Chairman and Chief Executive Officer, ▇▇. ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇, Vice President and
Secretary, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President, Operations, ▇▇. ▇▇▇ ▇▇▇, Vice
President, Finance and Chief Financial Officer, and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Controller.
▇▇. ▇▇▇▇▇▇▇'▇ employment agreement is for an indefinite term and provides
for certain lump sum payments if Echo Bay terminates ▇▇. ▇▇▇▇▇▇▇'▇ employment on
less than two years' written notice or demotes him and he voluntarily resigns.
If a change of control of Echo Bay is followed by a termination of ▇▇. ▇▇▇▇▇▇▇'▇
employment under specified circumstances (as described below), ▇▇. ▇▇▇▇▇▇▇ will
be paid a cash payment equal to three times the total of his current annual
salary in effect as of the time of the change of control plus bonus under the
executive cash incentive plan and will receive two years of continued health
coverage. Assuming ▇▇. ▇▇▇▇▇▇▇ experienced a termination or resigned from Echo
Bay under specified circumstances (as described below) following the effective
date of the combination, and calculated based on ▇▇. ▇▇▇▇▇▇▇'▇ current annual
base salary and bonus under the executive cash incentive plan in effect for
2002, ▇▇. ▇▇▇▇▇▇▇ would be entitled to a lump sum cash payment of approximately
$1,950,000. If those payments and any other benefits provided to ▇▇. ▇▇▇▇▇▇▇
would be subject to any excise tax imposed by Section 4999 of the Code or any
interest or penalties with respect to such excise tax, then ▇▇. ▇▇▇▇▇▇▇ will be
entitled to receive an additional payment in an amount that will fund the
payment of any excise tax on the total payments and benefits received by ▇▇.
▇▇▇▇▇▇▇ following a change of control as well as all income taxes imposed on the
excise tax restoration
S-31
payment, any excise tax imposed on the excise tax restoration payment and any
interest or penalties imposed with respect to taxes on the excise tax
restoration payment or any excise tax. The specified circumstances include:
- Echo Bay's termination of ▇▇. ▇▇▇▇▇▇▇'▇ employment within one year of a
change of control; or
- a voluntary resignation by ▇▇. ▇▇▇▇▇▇▇ for "good reason" within one year
of a change of control. The expression "good reason" is defined to
include any one of four acts of employer constructive dismissal:
- the assignment of lower level status or responsibility;
- a reduction in base salary;
- a requirement to relocate; or
- a change in employee participation in or benefits under Echo Bay's
benefit plans; or
- in the final 30 days of the one-year period referred to above, ▇▇.
▇▇▇▇▇▇▇ may resign for any reason, or no reason at all, and be entitled
to the cash payment and benefits.
Each of the other named executive officers of Echo Bay has entered into an
employment agreement for an indefinite term. If a change of control of Echo Bay
is followed by termination of the individual's employment under specified
circumstances (as described above as applied to the individuals), ▇▇. ▇▇▇▇▇▇▇▇,
▇▇. ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇ will be paid a cash payment equal to three times the
total of his or her annual salary in effect at the time of the change of control
plus bonus under the executive cash incentive plan and will receive two years of
continued health coverage. Assuming ▇▇. ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇, and ▇▇. ▇▇▇
experienced a termination or resigned from Echo Bay under specified
circumstances (as described above as applied to the individuals) following the
effective date of the combination, and calculated based on ▇▇. ▇▇▇▇▇▇▇▇'▇, ▇▇.
▇▇▇▇▇▇▇'▇ and ▇▇. ▇▇▇'▇ current annual base salary and bonus under the executive
cash incentive plan in effect for 2002, ▇▇. ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇
would be entitled to a lump sum cash payment of approximately $1,125,000,
$1,155,000 and $1,155,000. In all other respects, including with respect to the
change of control and excise tax restoration payment provisions, the employment
agreements for ▇▇. ▇▇▇▇▇▇▇▇ and Messrs. McCrank and Yip are identical to ▇▇.
▇▇▇▇▇▇▇'▇ agreement. ▇▇. ▇▇▇▇▇▇▇▇'▇ agreement provides for a lower payout
structure than the others, does not afford the right to resign in the final 30
days of the one-year period referred to above and does not contain an obligation
of Echo Bay to make an excise tax restoration payment. If a change of control of
Echo Bay is followed by termination of ▇▇. ▇▇▇▇▇▇▇▇'▇ employment under specified
circumstances (as described above as applied to ▇▇. ▇▇▇▇▇▇▇▇, but excluding the
right to resign in the final 30 days of the one-year period referred to above),
▇▇. ▇▇▇▇▇▇▇▇ will be paid a cash payment equal to 1.5 times the total of his
annual salary in effect at the time of the change of control plus bonus under
the executive cash incentive plan. Assuming ▇▇. ▇▇▇▇▇▇▇▇ experienced a
termination or resigned from Echo Bay under specified circumstances (as
described above as applied to ▇▇. ▇▇▇▇▇▇▇▇, but excluding the right to resign in
the final 30 days of the one-year period referred to above) following the
effective date of the combination, and calculated based on ▇▇. ▇▇▇▇▇▇▇▇'▇
current annual base salary and bonus under the cash incentive plan: controller
in effect for 2002, ▇▇. ▇▇▇▇▇▇▇▇ would be entitled to a lump sum cash payment of
approximately $243,700.
Completion of the capital securities exchange on April 3, 2002, whereby
Echo Bay issued common shares in exchange for all of its $100 million aggregate
principal amount of 11% junior subordinated debentures due 2027 (as more fully
described in Schedule C to this circular under the heading entitled "Recent
Developments -- Exchange of Capital Securities"), constituted a change of
control within the meaning of each of the above-mentioned Echo Bay employment
agreements. In addition, completion of the arrangement will also constitute a
change of control within the meaning of each of the above-mentioned Echo Bay
employment agreements. Pursuant to these employment agreements severance
payments are only payable once upon a change of control and Kinross expects that
it will be required to make the payments described above as a consequence of the
combination.
KINROSS, TVX AND ECHO BAY
VESTING OF UNVESTED OPTIONS
As of November 30, 2002, directors and executive officers of Kinross held
an aggregate of 7,696,667 vested and 738,333 unvested stock options issued by
Kinross, directors and executive officers of TVX held an aggregate of 103,310
vested and 373,125 unvested stock options issued by TVX, and directors and
executive officers of Echo Bay
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held an aggregate of 1,311,500 vested and 139,375 unvested stock options issued
by Echo Bay. In particular, as of November 30, 2002:
- in the case of Kinross, Messrs. Buchan, Caldwell, Danni, Ditto, Hill,
Ivany, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇ held
outstanding options with respect to 2,950,000, 630,000, 120,000,
1,360,000, 450,000, 810,000, 425,000, 480,000, 410,000, 100,000 and
80,000 Kinross common shares (on a pre-consolidation basis),
respectively, of which stock options with respect to 2,816,666, 590,000,
68,333, 1,276,667, 415,000, 770,000, 390,000, 445,000, 375,000, 100,000
and 70,000 Kinross common shares were vested and exercisable as of such
date, respectively, and stock options with respect to 133,334, 40,000,
51,667, 83,333, 35,000, 40,000, 35,000, 35,000, 35,000, 100,000 and
10,000 were unvested as of such date, respectively.
- in the case of TVX, Messrs. Harvey, Williams, Laing, Whittall, ▇▇▇▇▇▇▇▇
and ▇▇▇▇▇ held outstanding stock options with respect to 133,333,
70,550, 81,350, 38,500, 38,067 and 24,133 TVX common shares,
respectively, of which stock options with respect to 0, 3,883, 29,683,
167, 1,400 and 800 TVX common shares were vested and exercisable as of
such date, respectively, and stock options with respect to 133,333,
66,667, 51,667, 38,333, 36,667 and 23,333 TVX common shares were
unvested as of such date, respectively; and
- in the case of Echo Bay, Messrs. Leclerc, McCrank, Yip and Ottewell and
▇▇. ▇▇▇▇▇▇▇▇ held outstanding stock options with respect to 890,110;
159,203; 146,377; 25,252; and 119,133 Echo Bay common shares,
respectively, of which stock options with respect to 815,110; 139,203;
126,377; 20,877; and 99,113 Echo Bay common shares were vested and
exercisable as of such date, respectively, and stock options with
respect to 75,000; 20,000; 20,000; 4,375 and 20,000 Echo Bay common
shares were unvested as of such date, respectively.
Upon completion of the combination, all unvested and unexercisable Kinross
stock options, TVX stock options and Echo Bay stock options will vest and become
exercisable either pursuant to the terms of the plan under which they were
issued or the terms of such options themselves. Based on the number of Kinross
common shares, TVX common shares and Echo Bay common shares subject to options
and held by directors and executive officers of TVX and Echo Bay as of November
30, 2002, the directors and executive officers of Kinross, TVX and Echo Bay will
hold an aggregate of 12,982,703 options to purchase Kinross common shares
following completion of the combination (or 4,327,568 options to purchase
Kinross common shares if the Kinross one for three share consolidation is
effected).
The terms of all outstanding stock options granted by TVX and Echo Bay will
be or have been amended to provide that each holder of an option to acquire TVX
common shares or Echo Bay common shares shall be entitled to acquire, on
substantially identical terms and conditions to those applicable under such
stock option and for the same aggregate consideration, the aggregate number of
Kinross common shares that the holder of the option would have been entitled to
receive as a result of the combination if the holder of the option had been the
registered holder of the number of TVX common shares or Echo Bay common shares
which the holder was entitled to purchase on exercise of the option.
MAINTENANCE OF INSURANCE
Kinross has covenanted in the combination agreement to maintain directors'
and officers' liability insurance covering the individuals presently covered
under TVX's and Echo Bay's existing insurance for a period of six years
following completion of the combination.
ELECTION OF DIRECTORS
Kinross has covenanted in the combination agreement that it will, at the
Kinross special meeting, ask the holders of Kinross common shares to elect four
additional, agreed-upon individuals, being Messrs. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Q.C., ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to the board of directors of
Kinross.
The board of directors of TVX was aware of the interests described above,
with respect to TVX's directors and executive officers, in approving the
arrangement. The board of directors of Echo Bay was aware of the interests
described above, with respect to Echo Bay's directors and executive officers, in
approving the arrangement.
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DISSENTING SHAREHOLDERS' RIGHTS
TVX AND ECHO BAY
The plan of arrangement provides that the registered holders of TVX common
shares and Echo Bay common shares have the right to dissent from the arrangement
in the manner provided in section 190 of the CBCA as modified by the interim
order of the Superior Court of Justice, Ontario made in respect of the
arrangement and by the plan of arrangement. Registered holders of TVX or Echo
Bay common shares who exercise their rights of dissent will be entitled, in the
event the arrangement becomes effective, to be paid the fair value of the TVX
common shares or the Echo Bay common shares, as appropriate, determined as of
the close of business on the day before the special resolution approving the
arrangement is adopted at the TVX special meeting or the Echo Bay special
meeting, as applicable (or any postponement or adjournment thereof). The
following is a summary of the rights of dissent, which shareholders are invited
to read in conjunction with section 190 of the CBCA, the interim order and the
plan of arrangement, which are reprinted in their entirety as Exhibits D, B and
C attached to this circular.
The obligation of Kinross, TVX and Echo Bay to complete the combination is
subject to the holders of not more than 5% of the issued and outstanding common
shares of TVX or Echo Bay exercising their rights of dissent with respect to the
arrangement.
If TVX shareholders or Echo Bay shareholders wish to exercise their rights
of dissent, TVX or Echo Bay, as the case may be, must receive a dissent notice
at Suite 1200, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, in the case of
TVX, or at Suite 1210, ▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇,
in the case of Echo Bay, no later than 5:00 p.m. (eastern standard time) on the
business day preceding the TVX special meeting or the Echo Bay special meeting,
as applicable (or any postponement or adjournment thereof). A dissent notice may
also be filed with the Chairman of the TVX special meeting or the Echo Bay
special meeting, as the case may be, prior to the commencement of such meeting
(or any postponement or adjournment thereof). The filing of a dissent notice
does not deprive a registered shareholder of TVX or Echo Bay of the right to
vote; but a shareholder who has submitted a dissent notice and who votes in
favour of the arrangement will no longer be considered a dissenting shareholder
with respect to the shares voted in favour of the arrangement. If a shareholder
does not vote against the arrangement this will not constitute a waiver of
rights of dissent. A vote against the arrangement or a failure to vote does not
constitute a dissent notice. Similarly, the revocation of a proxy conferring
authority on the proxyholder to vote in favour of the arrangement does not
constitute a dissent notice; however, any proxy granted by a TVX or Echo Bay
shareholder who intends to dissent, other than a proxy that instructs the
proxyholder to vote against the arrangement resolution, should be validly
revoked in order to prevent the proxyholder from voting such TVX or Echo Bay
common shares in favour of the arrangement and thereby causing the TVX or Echo
Bay shareholder to forfeit his or her right of dissent.
There is no right of partial dissent. Accordingly, a dissenting shareholder
may only dissent with respect to all TVX common shares or Echo Bay common
shares, as applicable, held on behalf of any one beneficial owner and registered
in the name of the dissenting shareholder. One consequence of this provision is
that a shareholder may only exercise the right to dissent in respect of shares
which are registered in that shareholder's name. In many cases, shares are
beneficially owned by their non-registered holders. Such shares are registered
either:
- in the name of an intermediary that the non-registered holder deals with
in respect of the shares (such as banks, trust companies, securities
dealers and brokers, trustees or administrators of self-administered
registered retirement savings plans (as defined under the Income Tax Act
(the "Tax Act")), registered retirement income funds (as defined under
the Tax Act), registered education savings plans and similar plans, and
their nominees); or
- in the name of a clearing agency (such as The Canadian Depository for
Securities Limited, CDS Inc. or The Depository Trust Company) of which
the intermediary is a participant.
Accordingly, a non-registered holder will not be entitled to exercise the
rights of dissent directly (unless the shares are re-registered in the
non-registered holder's name). A non-registered holder who wishes to exercise
rights of dissent should immediately contact the intermediary with whom the
non-registered holder deals in respect of the shares and either:
- instruct the intermediary to exercise the rights of dissent on the
non-registered holder's behalf (which, if the shares are registered in
the name of CDS Inc. or other clearing agency, would require that the
shares first be re-registered in the name of the intermediary); or
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- instruct the intermediary to re-register the shares in the name of the
non-registered holder, in which case the non-registered holder would
have to exercise the rights of dissent directly.
TVX or Echo Bay, as the case may be, is required, within 10 days after the
arrangement is approved by the TVX shareholders or the Echo Bay shareholders, as
applicable, to notify each shareholder who has filed a dissent notice that the
arrangement has been approved. Such notice is not required to be sent to any
shareholder who voted for the arrangement or who has withdrawn his or her
dissent notice.
A dissenting shareholder who has not withdrawn his or her dissent notice
must then, within 20 days after the dissenting shareholder receives notice that
the arrangement has been approved or, if the dissenting shareholder does not
receive such notice, within 20 days after the dissenting shareholder learns that
the arrangement has been approved, send to TVX or Echo Bay, as the case may be,
a written notice containing his or her name and address, the number of TVX
common shares or Echo Bay common shares, as the case may be, in respect of which
the dissenting shareholder dissents, and a demand for payment of the fair value
of such shares. Within 30 days after sending such a notice and demand for
payment, the dissenting shareholder must send, to TVX or its transfer agent or
Echo Bay or its transfer agent, as the case may be, the certificates
representing the TVX common shares or Echo Bay common shares in respect of which
he or she dissents.
A dissenting shareholder who fails to send the certificates representing
the shares in respect of which he or she dissents has no right to make a claim
under the rights of dissent. The transfer agent for TVX or Echo Bay, as
applicable, will endorse on share certificates received from a dissenting
shareholder a notice that the holder is a dissenting shareholder and will
forthwith return the share certificates to the dissenting shareholder.
On sending a notice and demand for payment to TVX or Echo Bay, as the case
may be, a dissenting shareholder ceases to have any rights as a shareholder,
other than the right to be paid the fair value of his or her TVX common shares
or Echo Bay common shares, as determined under the rights of dissent, except
where:
- the dissenting shareholder withdraws the demand for payment before TVX
or Echo Bay, as the case may be, makes a written offer to pay (an "Offer
to Pay") fair value for the TVX common shares or the Echo Bay common
shares to the dissenting shareholder pursuant to the rights of dissent;
- TVX or Echo Bay, as the case may be, fails to make a timely offer to pay
fair value for the TVX common shares or the Echo Bay common shares and
the dissenting shareholder withdraws his or her demand for payment; or
- the board of directors of TVX or Echo Bay, as the case may be, revokes
the special resolution prior to effecting the arrangement,
in all of which cases the dissenting shareholder's rights as a shareholder are
reinstated as of the date the notice and demand for payment was sent and such
shares shall be subject to the arrangement if it has been completed.
In addition, pursuant to the plan of arrangement, registered shareholders
who duly exercise such rights of dissent and who are ultimately not entitled,
for any reason, to be paid fair value for their TVX common shares or Echo Bay
common shares, shall be deemed to have participated in the arrangement on the
same basis as any non-dissenting and non-electing holder of TVX common shares or
Echo Bay common shares and shall receive Kinross common shares in accordance
with the plan of arrangement.
TVX or Echo Bay, as the case may be, is required, not later than seven days
after the later of the effective date of the arrangement or the date on which it
received the notice and demand for payment of a dissenting shareholder, to send
to each dissenting shareholder who has sent a notice and demand for payment, an
offer to pay for his or her TVX common shares or Echo Bay common shares in an
amount considered by the board of directors of TVX or Echo Bay, as the case may
be, to be the fair value thereof, accompanied by a statement showing the manner
in which the fair value was determined. Every offer to pay must be on the same
terms. TVX or Echo Bay, as the case may be, must pay for the TVX common shares
or Echo Bay common shares, as applicable, of a dissenting shareholder within 10
days after an offer to pay has been accepted by a dissenting shareholder, but
any such offer to pay lapses if TVX or Echo Bay, as the case may be, does not
receive an acceptance thereof within 30 days after the offer to pay has been
made.
If TVX or Echo Bay, as the case may be, fails to make an offer to pay for
the TVX common shares or Echo Bay common shares, as applicable, of a dissenting
shareholder, or if a dissenting shareholder fails to accept an offer that has
been made, TVX or Echo Bay, as the case may be, may, within 50 days after the
effective date of the arrangement or within such further period as a court may
allow, apply to a court to fix a fair value for the common shares of dissenting
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shareholders. If TVX or Echo Bay, as the case may be, fails to apply to a court
to fix such fair value, a dissenting shareholder may apply to a court for the
same purpose within a further period of 20 days or within such further period as
a court may allow. A dissenting shareholder is not required to give security for
costs in such an application.
Upon an application to a court, all dissenting shareholders whose TVX
common shares or Echo Bay common shares have not been purchased by TVX or Echo
Bay, as the case may be, will be joined as parties and bound by the decision of
the court, and TVX and Echo Bay will be required to notify each affected
dissenting shareholder of the date, place and consequences of the application
and of his or her right to appear and be heard in person or by counsel. Upon any
such application to a court, the court may determine whether any person is a
dissenting shareholder who should be joined as a party, and the court will then
fix a fair value for the TVX common shares and the Echo Bay common shares of all
dissenting shareholders. The final order of a court will be rendered against TVX
or Echo Bay, as the case may be, in favour of each dissenting shareholder and
for the amount of the fair value of his or her TVX common shares or Echo Bay
common shares as fixed by the court. The court may, in its discretion, allow a
reasonable rate of interest on the amount payable to each dissenting shareholder
from the effective date of the arrangement until the date of payment.
THE ABOVE IS ONLY A SUMMARY OF THE RIGHTS OF DISSENT, WHICH ARE TECHNICAL
AND COMPLEX. WE URGE SHAREHOLDERS WHO WISH TO AVAIL THEMSELVES OF THEIR RIGHTS
OF DISSENT TO SEEK LEGAL ADVICE AS FAILURE TO COMPLY STRICTLY WITH THE
PROVISIONS OF THE RIGHTS OF DISSENT MAY RESULT IN THE LOSS OF ALL RIGHTS
THEREUNDER. FOR A GENERAL SUMMARY OF CERTAIN INCOME TAX IMPLICATIONS TO A
DISSENTING SHAREHOLDER, SEE "MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
OF THE ARRANGEMENT" AND "MATERIAL UNITED STATES FEDERAL INCOME TAX
CONSIDERATIONS OF THE ARRANGEMENT". THE COMPLETE TEXT OF THE INTERIM ORDER IS
ATTACHED TO THIS CIRCULAR AS EXHIBIT B, THE COMPLETE TEXT OF THE PLAN OF
ARRANGEMENT IS ATTACHED TO THIS CIRCULAR AS EXHIBIT C AND SECTION 190 OF THE
CBCA IS ATTACHED TO THIS CIRCULAR AS EXHIBIT D.
KINROSS
The holders of Kinross common shares will not be entitled to any rights of
dissent under the OBCA or otherwise with respect to any matters to be voted upon
at the Kinross special meeting.
THE COMBINATION AGREEMENT
The description of the terms and conditions of the combination agreement
set out below is materially complete. The full text of the combination agreement
is attached as Exhibit A and is incorporated by reference in this circular.
Shareholders are encouraged to read the combination agreement in its entirety.
GENERAL
The combination agreement is dated as of June 10, 2002, as amended as of
July 12, 2002 and November 19, 2002, and is made among Kinross, TVX and Echo
Bay. The combination agreement provides for the combination of the businesses of
Kinross, TVX and Echo Bay by way of a plan of arrangement effected under the
CBCA.
The combination agreement also contemplates that immediately before the
completion of the arrangement, TVX will acquire Newmont's interest in the TVX
Newmont Americas joint venture under an existing right of first offer and an
existing right of first refusal contained in the TVX Newmont Americas joint
venture agreements entered into on June 11, 1999, as amended as of November 19,
2002.
EXCHANGE RATIOS
Under the arrangement, TVX will amalgamate with 4082389 Canada Inc., a
newly-formed, wholly-owned subsidiary of Kinross, and each holder of TVX common
shares will receive 6.5 Kinross common shares for each TVX common share. The
exchange ratio for the TVX common shares reflects the one for ten consolidation
of the TVX common shares which took effect on June 30, 2002.
Also under the arrangement, shareholders of Echo Bay (other than Kinross)
will exchange their Echo Bay common shares for Kinross common shares on the
basis of 0.52 of a Kinross common share for each Echo Bay common share.
Kinross intends to seek the approval of its shareholders to the
consolidation of its outstanding common shares on a one for three basis, to
become effective immediately prior to completion of the combination. If the
Kinross share consolidation is approved, each holder of TVX common shares will
receive 2.1667 Kinross common shares for each
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TVX common share, and each holder of Echo Bay common shares will receive 0.1733
of a Kinross common share for each Echo Bay common share in the arrangement.
EFFECTIVE DATE
The closing of the combination will be effected on the first business day
after the satisfaction or waiver of the conditions described below under
"Conditions to Completion of the Combination", or as soon as practicable after
that date as the parties may otherwise agree. On the effective date, the parties
will take the following steps in the order specified:
- TVX will acquire Newmont's interest in the TVX Newmont Americas joint
venture;
- if the share consolidation is approved at the Kinross special meeting of
shareholders, Kinross will file articles of amendment with the Director
under the OBCA to give effect to the consolidation of the Kinross common
shares on a one for three basis;
- Kinross will cause its wholly-owned subsidiary, 4082389 Canada Inc., to
file articles of arrangement with the Director under the CBCA to give
effect to the plan of arrangement; and
- the resolution of the shareholders of Kinross electing a new board of
directors will become effective.
REPRESENTATIONS AND WARRANTIES
The combination agreement contains generally reciprocal representations and
warranties given by each of Kinross, TVX and Echo Bay to the other parties.
These representations and warranties relate to:
- the recommendation of the independent committee of the board of
directors of each of TVX and Echo Bay and the determination by the board
of directors of each party to recommend participation by that party in
the combination;
- the receipt of a fairness opinion of each party's financial advisor;
- the timely filing of, accuracy and completeness of that party's public
disclosure documents;
- the accuracy and completeness of information supplied by that party for
inclusion in this circular;
- the absence of a filing of any confidential material change report since
December 31, 2000 which remains confidential;
- the corporate power and authority to enter into the combination
agreement and to consummate the transactions contemplated by the
combination agreement;
- the absence of any violation or conflict with its charter documents,
legal requirements, agreements or instruments to which a party or its
property is subject or bound resulting from entering into the
combination agreement and consummating the transactions contemplated by
the combination agreement which would have, individually or in the
aggregate, a material adverse effect;
- the absence of any violation of, or conflict with, its charter
documents, legal requirements, or other agreements or instruments where
the consequences of such violation would have a material adverse effect;
- the accuracy and completeness of its audited and unaudited financial
statements; and
- no party having taken or having agreed to take any action or knowing of
any fact, agreement, plan or other circumstance that is reasonably
likely to prevent the share exchange pursuant to the arrangement from
qualifying as a tax-free reorganization for U.S. Federal income tax
purposes.
In addition:
- Kinross has represented to the other parties that it is not a
"non-Canadian" under the Investment Canada Act (Canada) and no
application for review and no notification under the Investment Canada
Act (Canada) is required in connection with the combination.
- each of Kinross and Echo Bay has represented to the other parties that
the lock-up agreement between Kinross and Echo Bay with respect to
Kinross' Echo Bay common shares is in full force and effect as regards
Kinross and Echo Bay;
- Echo Bay has represented to the other parties that the lock-up agreement
between Newmont and Echo Bay with respect to Newmont's Echo Bay common
shares is in full force and effect as regards Echo Bay;
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- Echo Bay has represented to the other parties that the definitive
agreement with respect to the conveyance by Echo Bay to Newmont of the
▇▇▇▇▇/Cove complex in Nevada, United States is in full force and effect
as regards Echo Bay;
- TVX has represented to the other parties that the lock-up agreement
between Beech and TVX with respect to Beech's TVX common shares is in
full force and effect as regards TVX; and
- TVX has represented to the other parties that TVX and Newmont (or
subsidiaries thereof) have entered into purchase agreements providing
for the acquisition by TVX of Newmont's interest in the TVX Newmont
Americas joint venture and that the purchase agreement is in full force
and effect as regards TVX.
The representations and warranties of each of the parties do not survive
the completion of the combination and will expire and be terminated on the
effective date of the combination.
MATERIAL ADVERSE CHANGE AND MATERIAL ADVERSE EFFECT
Some of the representations, warranties and covenants made by Kinross, TVX
and Echo Bay, and some conditions, are qualified by a material adverse change or
material adverse effect threshold. For the purposes of the combination
agreement, a material adverse change or material adverse effect means any
change, effect, event, occurrence or state of facts that is, or would reasonably
be expected to be, material and adverse to the business, properties, financial
condition or results of operations of Kinross, TVX or Echo Bay, other than any
change, effect, event or occurrence:
- relating to the global economy or securities markets in general;
- affecting the worldwide gold mining industry in general and which does
not have a materially disproportionate impact on any of Kinross, TVX or
Echo Bay and their subsidiaries and material joint venture interests,
taken as a whole;
- resulting from changes in the price of gold;
- relating to the relative values of the dollar and the Canadian dollar;
or
- which is a change in the trading price of the publicly traded securities
of any of Kinross, TVX or Echo Bay immediately following and reasonably
attributable to the announcement of the combination agreement.
The combination agreement provides that any matter or thing, or series of
related matters or things which would reasonably be considered to be important
in making an investment decision (including matters involving an aggregate
amount of $10 million) or that would significantly impede the ability of any of
Kinross, TVX or Echo Bay to complete the combination, is material. Except with
respect to a matter or series of matters involving an aggregate amount of $10
million, the combination agreement does not provide specific criteria which may
be used in a determination of materiality.
COVENANTS
KINROSS BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER
In the combination agreement, each party has agreed that it is its
intention that as of and immediately after the effective date of the
combination:
- the board of directors of Kinross will be comprised of ▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Q.C., ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇.▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇; and
- the chief executive officer of Kinross will be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
Kinross has also agreed that, at the Kinross special meeting, the holders
of the Kinross common shares will be requested to consider and, if thought fit,
to elect Messrs. Campbell, Harquail, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ to the board of
directors of Kinross.
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MUTUAL COVENANTS
In the combination agreement each party has agreed, to the extent it is
within its control (including in respect of its material joint venture
interests), that, except as disclosed by it, or with the prior written consent
of the other parties, which consent is not to be unreasonably withheld:
- it will, and will cause each of its subsidiaries and material joint
venture interests to, conduct its and their respective businesses only
in, and not take any action except in, the usual, ordinary and regular
course of business and consistent with past practice;
- except as may be required to give effect to any court order or arbitral
award:
- it will not and will not agree to (or permit its material subsidiaries
or material joint venture interests to or to agree to) issue, sell,
pledge, lease, dispose of or encumber:
- any shares of or units in, or any options, warrants, calls,
conversion privileges or rights of any kind to acquire any shares of
or units in it or of its material subsidiaries or material joint
venture interests, other than:
- pursuant to the exercise of stock options, warrants or conversion
or exchange rights attaching to securities outstanding as at June
10, 2002 (including Kinross' 5.5% convertible unsecured
subordinated debentures issued December 5, 1996); or
- under existing share issuance or grant plans or stock options
issued consistent with past practices and share issuances in
respect thereof; or
- any material assets of it or of its material subsidiaries or material
joint venture interests, except in the usual, ordinary and regular
course of business and consistent with past practice;
- it will not amend or propose to amend its articles or by-laws or those
(or the equivalent charter documents) of its material subsidiaries or
the joint venture, partnership, management, operating or similar
agreements or similar documents in respect of its material joint
venture interests;
- it will not split, combine or reclassify its outstanding shares, or
declare, set aside or pay any dividend or other distribution payable
in cash, stock, property or otherwise with respect to its shares other
than:
- dividends or distributions made by a wholly-owned subsidiary to it or
to a wholly-owned subsidiary of it;
- regular quarterly dividends in respect of its common shares, in
amounts consistent with past practice; or
- in the case of Kinross, dividends provided for under the provisions
of its preferred shares;
- it will not, and will not permit its subsidiaries to, redeem, purchase
or offer to purchase any shares or other securities of it or its
material subsidiaries, except:
- as required by the terms of such securities as in effect on June 10,
2002; or
- in the case of Kinross, the redemption of the Kinross 5.5%
convertible unsecured subordinated debentures issued December 5,
1996;
- it will not, and will not permit any of its material subsidiaries to,
reorganize, amalgamate or merge it or its material subsidiaries with
any other person except for internal reorganizations, amalgamations or
mergers involving it and/or its direct or indirect wholly-owned
subsidiaries;
- it will not, and will not permit its subsidiaries or material joint
venture interests to, acquire or agree to acquire any person, or
acquire or agree to acquire any assets, which in each case are
individually or in the aggregate material; notwithstanding this
provision, if a party is required to approve a budget, operating plan
or other business plan for a material joint venture interest in
circumstances where it is subject to confidentiality obligations which
preclude it from disclosing the subject matter of such budget or plan
to the other parties and accordingly is precluded from seeking the
consent of the other parties, such party is entitled to approve or
refrain from approving such budget or plan without the other parties'
consent so long as that party concludes, acting reasonably, that it is
in the best interest of the material joint venture interest;
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- it will not, and will not permit any of its subsidiaries or material
joint venture interests to:
- satisfy or settle any claims or liabilities which are individually or
in the aggregate material, except such as have been reserved against
in its most recent audited annual consolidated financial statements
delivered to the other parties;
- relinquish any contractual rights which are individually or in the
aggregate material; or
- enter into any interest rate, currency or commodity swaps, ▇▇▇▇▇▇ or
other similar financial instruments which individually or in the
aggregate are material;
notwithstanding this provision, if a party is required to approve a
budget, operating plan or other business plan for a material joint
venture interest in circumstances where it is subject to confidentiality
obligations which preclude it from disclosing the subject matter of such
budget or plan to the other parties and accordingly is precluded from
seeking the consent of the other parties, such party is entitled to
approve or refrain from approving such budget or plan without the other
parties' consent so long as that party concludes, acting reasonably,
that it is in the best interest of the material joint venture interest;
- it will not incur or commit to provide guarantees, incur any
indebtedness for borrowed money or issue any amount of debt
securities, in each case which are individually or in the aggregate
material, and will not permit its subsidiaries or material joint
venture interests to do any of the foregoing, except for the purpose
of the renewal of or the replacement of credit facilities in existence
as at June 10, 2002;
- it will not, and will cause each of its material subsidiaries and
material joint venture interests not to:
- enter into or modify any benefit plans, or grant any bonuses, salary
increases, stock options, pension or supplemental pension benefits,
profit sharing, retirement allowances, deferred or other compensation,
incentive compensation, severance or termination pay to, or make any
loan to, its directors, officers, employees, consultants, contractors
or agents, except in the usual, ordinary and regular course of
business and consistent with past practice or as required pursuant to
benefit plans in existence as at June 10, 2002; or
- reallocate capital expenditures among categories within its capital
budgets or the capital budgets of its material subsidiaries or
material joint venture interests, or incur or commit to capital
expenditures which individually or in the aggregate exceed $10
million, except as set forth in capital budgets that have been
approved by its board of directors, and subject to exceptions, when it
is in the best interests and necessary course of business of it and
its material subsidiaries and material joint venture interests, taken
as a whole; notwithstanding this provision, if a party is required to
approve a budget, operating plan or other business plan for a material
joint venture interest in circumstances where it is subject to
confidentiality obligations which preclude it from disclosing the
subject matter of such budget or plan to the other parties and
accordingly is precluded from seeking the consent of the other
parties, such party is entitled to approve or refrain from approving
such budget or plan without the other parties' consent so long as that
party concludes, acting reasonably, that it is in the best interest of
the material joint venture interest;
- it will use reasonable commercial efforts to cause its insurance
policies and those of its material subsidiaries and material joint
venture interests, in each case in effect on the date of the combination
agreement, not to be cancelled or terminated or any coverage thereunder
to lapse, unless simultaneously with such termination, cancellation or
lapse, replacement policies underwritten by insurance and re-insurance
companies of nationally recognized standing providing coverage equal to
or greater than under the terminated, cancelled or lapsed policies for
substantially similar premiums are in full force and effect;
- it will use reasonable commercial efforts, and will cause its material
subsidiaries and material joint venture interests to use reasonable
commercial efforts, to preserve intact its business organizations and
goodwill, keep available the services of its officers and employees as a
group and maintain existing relationships with suppliers, consultants,
joint venture participants, partners, professional advisors, agents,
distributors, customers, governmental entities and others having
business relationships with it, its material subsidiaries and its
material joint venture interests;
- it will not take, or permit its subsidiaries or material joint venture
interests to take, any action that would or reasonably may be expected
to render any representation or warranty made by it in the combination
agreement
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that is qualified as to materiality untrue or any of such
representations and warranties that are not so qualified to be untrue in
any material respect;
- to the extent it has knowledge, it shall notify the other parties of any
material adverse change, or any change which could reasonably be
expected to become a material adverse change, and any complaints,
investigations or hearings brought by any governmental entities or third
parties which are material;
- it will not, and will cause each of its subsidiaries and material joint
venture interests not to, settle or compromise any claim brought by any
present, former or purported holder of any of its securities in
connection with the transactions contemplated by the combination
agreement or the combination prior to the effective date of the
combination;
- it will not, and will cause each of its subsidiaries and material joint
venture interests not to, enter into or modify any contract, agreement,
commitment or arrangement which new contract would be material to it or
would have a material adverse effect, except in the usual, ordinary and
regular course of business and consistent with past practice, or except
as required by applicable laws;
- it will not, and will not permit its subsidiaries or material joint
venture interests to, take any action, or permit any action to be taken
on its behalf, and it will, and will cause its subsidiaries or material
joint venture interests to, refrain from taking any action which, in
either case, if taken, would be inconsistent with the combination
agreement or which would interfere with or be inconsistent with or would
reasonably be expected to significantly impede the completion of the
combination or any of the transactions contemplated by the combination
agreement;
- subject to confidentiality obligations owed to third parties for which a
waiver could not reasonably be obtained, to the extent it has knowledge,
it shall, in all material respects, conduct itself so as to keep the
other parties fully informed as to material decisions or actions made or
required to be made with respect to the operation of its business and
that of its material subsidiaries and material joint venture interests;
- it shall use its reasonable commercial efforts to conduct its affairs
and those of its material subsidiaries and material joint venture
interests so that the representations and warranties contained in the
combination agreement shall be true and correct in all material respects
on and as of the effective date of the combination as if made on that
date (except to the extent such representations and warranties speak as
of an earlier date);
- subject to fiduciary duties under applicable law or contractual
obligations, it shall cause the nominees of the board of directors or
management or operating committee of each material joint venture
interest to perform such acts and things consistent with the foregoing
covenants; and
- it will not make any change to existing accounting practices, except as
its regular, independent auditors advise in writing are required by
applicable laws, Canadian generally accepted accounting principles or
United States generally accepted accounting principles, as applicable,
or write up, down or off the book value of any assets in an amount that
in the aggregate would exceed Cdn.$1 million, except where required for
compliance with Canadian generally accepted accounting principles or
United States generally accepted accounting principles, as applicable.
MATERIAL SUBSIDIARIES AND MATERIAL JOINT VENTURE INTERESTS
Some of the representations, warranties and covenants made by Kinross, TVX
and Echo Bay, and some conditions, relate to the material subsidiaries and
material joint venture interests of those parties. For the purposes of the
combination agreement:
- a material subsidiary of a party means a subsidiary of that party:
- having total assets representing more than 10% of that party's
consolidated assets; or
- having total revenues representing more than 10% of that party's
consolidated revenues,
in each case as set out either in the December 31, 2001 audited annual
consolidated financial statements of that party or in the March 31, 2002
unaudited quarterly consolidated financial statements of that party; and
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- a material joint venture interest of a party means:
- in respect of Kinross, the ▇▇▇▇▇▇▇ project in Chile;
- in respect of TVX, the interest currently held by TVX in the TVX
Newmont Americas joint venture and the co-ownership interests and
joint ventures included therein; and
- in respect of Echo Bay, none.
COVENANTS REGARDING NON-SOLICITATION AND SUPERIOR PROPOSALS
The combination agreement provides that no party will, or permit its
subsidiaries or material joint venture interests (to the extent that such party
has the power to do so with respect to its material joint venture interests) to,
directly or indirectly, solicit, initiate, facilitate or knowingly encourage the
initiation of an acquisition proposal. An "acquisition proposal" is defined in
the combination agreement to mean:
- any proposal or offer for a merger, amalgamation, reorganization,
recapitalization or other business combination involving a party or a
material subsidiary or a material joint venture interest of a party;
- any proposal or offer to acquire in any manner, directly or indirectly,
assets which individually or in the aggregate exceed 10% of the
consolidated assets of a party;
- any proposal or offer to acquire in any manner, directly or indirectly,
any shares or securities convertible, exercisable or exchangeable for
securities which exceed 10% of the outstanding voting securities of a
party; or
- any sale of treasury shares, or securities convertible, exercisable or
exchangeable for treasury shares, which exceed 10% of the outstanding
voting securities of the party or rights or interests therein or
thereto.
However, the definition of "acquisition proposal" excludes the transactions
contemplated by the combination agreement and certain other transactions
permitted by that agreement.
If the board of directors of a party receives an unsolicited bona fide
acquisition proposal, such board may, however, consider, negotiate, approve or
recommend the acquisition proposal to its shareholders so long as the
acquisition proposal is a superior proposal. A "superior proposal" is defined in
the combination agreement as an unsolicited bona fide acquisition proposal:
- in respect of which any required financing has been demonstrated to the
satisfaction of such board of directors, acting in good faith, to be
reasonably likely to be obtained;
- which is not subject to a due diligence access condition which allows
access to the books, records and personnel of the party subject to the
acquisition proposal or any of its material subsidiaries or material
joint venture interests or their representatives beyond 5:00 p.m.
(eastern time) on the tenth business day after which access is afforded
to the person making the acquisition proposal (provided however that the
foregoing shall not restrict the ability of such person to continue to
review information properly provided to such person);
- in respect of which such board of directors receives an opinion of
counsel, that is reflected in the minutes of such board of directors,
that it is required to consider the acquisition proposal in order to
discharge properly its fiduciary duties; and
- that such board of directors determines in good faith, after
consultation with its financial advisors, would, if consummated in
accordance with its terms (but not assuming away any risk of
non-completion), result in a transaction:
- more favourable to its shareholders than the combination;
- having consideration with a value greater than the value of the
consideration provided by the combination; and
- that is reasonably capable of being completed within a reasonable
period of time.
RIGHT TO MATCH SUPERIOR PROPOSAL
The combination agreement provides that no party shall accept, approve,
recommend or enter into any agreement, arrangement or understanding to implement
a superior proposal without providing to each other party:
- written notice that its board of directors has received and is prepared
to accept a superior proposal; and
- a copy of the superior proposal agreement as executed by the third party
making the superior proposal,
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as soon as possible but in any event at least five business days prior to
acceptance of the superior proposal by the board of directors of that party.
Each other party must be given an opportunity (but does not have the
obligation), before the expiration of the five business day period, to propose
to amend the combination agreement to provide for consideration having a value
and financial and other terms equivalent to or more favourable to the
shareholders of the party that has received a superior proposal than those
contained in such superior proposal, with the result that the superior proposal
would cease to be a superior proposal.
If the other parties agree to amend the combination agreement in the manner
described above, but otherwise on terms substantially the same as the terms of
the combination agreement, the board of directors of the party that has received
the superior proposal must consider the terms of the amendment, and if it
concludes that the superior proposal is no longer a superior proposal, that
party must not implement the proposed superior proposal, and must agree to amend
the combination agreement.
If the other parties do not agree to amend the combination agreement, the
party that has received the superior proposal may accept the superior proposal
provided that it pays the other parties an aggregate of Cdn.$28 million in
liquidated damages and, if applicable, the expenses of the other parties up to a
maximum of Cdn.$2.5 million each. Thereafter, that party may terminate the
combination agreement and enter into an agreement to implement the superior
proposal.
ACCESS TO INFORMATION AND CONFIDENTIALITY
The combination agreement provides that during the period before the
effective date of the combination, each party will afford each other party's
representatives access, during normal business hours, to all its properties,
books, contracts and records as well as its management personnel. During this
period, each party will furnish promptly to each other party a copy of all
material filings with government entities and all other information concerning
its business, properties and business personnel as the other parties may
reasonably request. The parties agreed that information provided pursuant to
this covenant will be subject to the provisions of the confidentiality agreement
entered into among the parties.
MUTUAL STANDSTILL PROVISIONS
The combination agreement provides that each party agrees that, without the
prior consent of the other parties, it will not, and will not permit any of its
subsidiaries to:
- acquire, directly or indirectly, by purchase or otherwise, any voting
securities or securities convertible into or exchangeable for voting
securities, or direct or indirect rights or options to acquire any
voting securities, of any other party;
- make, or in any way participate, directly or indirectly, in any
solicitation of proxies to vote, or seek to advise or influence any
other third party or entity with respect to the voting of, any voting
securities of any other party;
- otherwise act, either alone or jointly or in concert with any third
party, to seek to control the management, board of directors or policies
of any other party; or
- discuss with any third person any proposal with respect to any other
party that involves or would involve any of the foregoing.
The obligations of a party (the "first mentioned party") with respect to
another party (the "second mentioned party") under the foregoing mutual
standstill provisions terminate immediately upon the earliest of:
- June 10, 2003;
- the date on which the board of directors of the second mentioned party:
- withdraws or changes its recommendations or determinations with
respect to the combination in a manner materially adverse to the other
parties or which would materially impede the completion of the
combination or has resolved to do so for any reason other than:
- a breach by the first mentioned party of any of its representations,
warranties or covenants contained in the combination agreement in any
material respect or the occurrence of a material adverse change with
respect to the first mentioned party; or
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- a withdrawal or change resulting solely because the financial advisor
to such party has withdrawn or adversely amended its opinion with
respect to the combination;
- agrees to a superior proposal with a third party; or
- agrees to support a superior proposal; and
- the date on which a bona fide acquisition proposal is publicly
announced, proposed, offered or made to the shareholders of the second
mentioned party.
COVENANTS WITH RESPECT TO THE COMBINATION
In the combination agreement, each party has agreed that in a timely and
expeditious manner, it will take all necessary actions in order to enable it to
participate in the combination, use commercially reasonable efforts to satisfy
the conditions described below under the heading "Conditions to Completion of
the Combination" and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws to complete the combination. This includes using
commercially reasonable efforts to:
- obtain all necessary waivers, consents and approvals from third parties
to contracts;
- make or cooperate as necessary in the making of all required filings and
applications under applicable laws and obtaining all required consents,
approvals and authorizations under any applicable laws;
- effect all necessary registrations, filings, applications and
submissions of information requested by governmental entities in
connection with the combination;
- oppose, lift or rescind any injunction or restraining order or other
order or action to stop, or otherwise adversely affecting the ability of
the parties to consummate the combination;
- cooperate with the other parties in connection with its performance of
its obligations under the combination agreement;
- cause the share exchange pursuant to the arrangement to qualify as one
or more reorganizations described in Section 368(a) of the Code;
- assist and cooperate in the preparation and filing with all applicable
securities commissions of all applications to seek appropriate
exemptions from applicable securities laws in Canada and the United
States;
- mail this circular in accordance with the requirements of applicable
securities laws and comply in all material respects with all securities
laws in effect as of the date of mailing;
- convene its special meeting of shareholders in connection with the
arrangement, provide notice to each other party of its special meeting,
allow representatives of the other parties to attend the special meeting
and conduct the special meeting in accordance with its articles and
bylaws and as required by applicable laws and judicial orders;
- prepare, in consultation with the other parties, any amendments or
supplements to this circular which are mutually agreed or otherwise
required by applicable laws and mailing such amendments or supplements
in accordance with applicable laws;
- in the case of Kinross, take all steps necessary or advisable to obtain
a listing on the Toronto Stock Exchange and on the American Stock
Exchange, and to use its best efforts to obtain a listing on the New
York Stock Exchange, for the Kinross common shares to be issued in
connection with the combination;
- furnish promptly each notice, report, schedule or other document or
communication delivered, filed or received by, to, with or from it under
applicable laws and any dealings with governmental entities, in each
case, in connection with the combination;
- in the case of Kinross, subject to approval of the proposed one for
three consolidation of its common shares, file its articles of amendment
with the Director under the OBCA;
- in the case of Kinross, cause 4082389 Canada Inc. to carry out the terms
of the final order and file its articles of arrangement with the
Director under the CBCA;
- in the case of Kinross and TVX, cause the purchase of Newmont's interest
in the TVX Newmont Americas joint venture to be completed; and
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- in the case of Kinross, provide or cause to be provided certificates
representing the appropriate number of Kinross common shares to the
former holders of TVX common shares and Echo Bay common shares.
FURTHER COVENANTS
Other covenants in the combination agreement include:
- the obligation of Kinross, on the date of the filing of this circular
with the U.S. Securities and Exchange Commission and on the effective
date of the combination, to execute and deliver a customary letter of
representation to each of TVX and Echo Bay, in form and substance
satisfactory to TVX and to Echo Bay acting reasonably, in connection
with the opinions being requested by TVX and Echo Bay of their
respective U.S. counsel to the effect that the share exchange effected
by Kinross with the TVX and Echo Bay shareholders pursuant to the plan
of arrangement will not cause recognition of income or gain by TVX, Echo
Bay or the U.S. shareholders of TVX or Echo Bay; and
- the obligation of Kinross to:
- maintain directors' and officers' liability insurance policies
covering individuals presently covered under TVX's and Echo Bay's
existing insurance policies for a period of six years following
completion of the combination;
- assume Echo Bay's performance of its obligations under the warrant
indenture dated May 9, 2002 between Echo Bay and Computershare Trust
Company of Canada providing for the issue of 39,100,000 Echo Bay share
purchase warrants; and
- take all corporate action necessary to reserve for issuance a
sufficient number of Kinross common shares for delivery upon exercise
of the Echo Bay share purchase warrants.
TREATMENT OF STOCK OPTIONS AND WARRANTS
The combination agreement provides that the boards of directors of TVX and
Echo Bay are to take such actions as may be necessary to adjust the terms of all
outstanding stock options granted by TVX and Echo Bay to provide that each
option to acquire TVX common shares or Echo Bay common shares outstanding on the
effective date shall be deemed to constitute an option to acquire, on
substantially identical terms and conditions to those applicable under such
stock options and for the same aggregate consideration, the aggregate number of
Kinross common shares that the holder of the options would have been entitled to
receive as a result of the combination if the holder of the option had been the
registered holder of the number of TVX common shares or Echo Bay common shares
which the holder was entitled to purchase on exercise of the option. According
to the terms of the plans under which the outstanding TVX and Echo Bay stock
options were granted or the terms of the options themselves, all outstanding
unvested and unexercisable TVX and Echo Bay stock options will become vested and
exercisable upon completion of the combination.
Holders of warrants to purchase TVX common shares or Echo Bay common shares
will, after the effective date of the combination, be entitled to exercise those
warrants to acquire Kinross common shares in accordance with the terms of the
agreements governing such warrants. The number of Kinross common shares for
which such warrants will be exercisable will be determined on the basis of the
TVX exchange ratio or the Echo Bay exchange ratio, as appropriate.
Based on the number of options and warrants to purchase common shares of
TVX and Echo Bay outstanding on November 30, 2002, upon completion of the
combination, and assuming the Kinross one for three share consolidation occurs,
holders of options to purchase TVX common shares and holders of options to
purchase Echo Bay common shares will be entitled to purchase an aggregate of
approximately 2,623,752 Kinross common shares and the current holder of warrants
to purchase TVX common shares and current holders of warrants to purchase Echo
Bay common shares will be entitled to purchase an aggregate of approximately
6,794,094 Kinross common shares.
COVENANTS REGARDING EMPLOYMENT
Kinross has agreed that it will, for a period of one year following the
effective date of the combination, continue to provide all persons who are
employees of TVX, Echo Bay or their subsidiaries immediately prior to the
effective date of the combination and who continue to be employees after the
effective date:
- with employment benefits comparable to the benefits to which they were
entitled on the effective date of the combination; and
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- with respect to benefit plans providing for the issuance of, or based on
the value of, Kinross common shares, benefits comparable, in the
aggregate, to the benefits provided to similarly situated employees of
Kinross and its subsidiaries.
In addition, Kinross will honour, for a period of one year following the
effective date of the combination or for the length of time required by an
applicable agreement, if different, all TVX and Echo Bay employment, severance,
change of control and termination agreements, plans and policies disclosed to
Kinross. In addition, Kinross has agreed that service with TVX or Echo Bay will
count as service with Kinross for all purposes under Kinross' benefit plans.
These arrangements do not extend to any employees of TVX or Echo Bay who are
subject to a collective agreement.
CONDITIONS TO COMPLETION OF THE COMBINATION
The obligations of Kinross, TVX and Echo Bay to complete the combination
are subject to the fulfillment or waiver of the conditions set forth in the
combination agreement. These are:
- the approval of the issuance of shares pursuant to the arrangement and
the election of four additional, agreed-upon individuals to the Kinross
board of directors by at least a majority of the votes cast by the
holders of Kinross common shares at the Kinross special meeting;
- the approval of the arrangement by at least 66 2/3% of the votes cast by
the holders of TVX common shares at the TVX special meeting;
- the approval of the arrangement by at least 66 2/3% of the votes cast by
the holders of Echo Bay common shares at the Echo Bay special meeting;
- the completion of the purchase by TVX of Newmont's interest in the TVX
Newmont Americas joint venture;
- the granting of a final order sanctioning the arrangement by the
Superior Court of Ontario in form and substance acceptable to Kinross,
TVX and Echo Bay, acting reasonably, which shall not have been set aside
or modified in a manner unacceptable to the parties, on appeal or
otherwise;
- the absence of any juridical or administrative proceeding by or before
any government entity that, if successful, or any law proposed, enacted,
promulgated or applied that, would make illegal or otherwise directly or
indirectly restrain, enjoin or prohibit the combination or result in a
judgement or assessment of damages relating to the transactions
contemplated by the combination agreement which causes a material
adverse effect on the party that is the subject of the proceedings or
the proposed law;
- the receipt (on terms which will not cause a material adverse effect on
any of the parties) of all regulatory approvals, which, if not obtained,
would cause a material adverse effect on any of the parties or
materially impede the combination;
- the approval for listing of the Kinross common shares to be issued in
the arrangement on the Toronto Stock Exchange and either the American
Stock Exchange or the New York Stock Exchange, Kinross having agreed to
use its best efforts to obtain a listing for such shares on the New York
Stock Exchange; and
- dissent rights not having been exercised by the holders of more than 5%
of the outstanding common shares of either TVX or Echo Bay.
The obligation of each party to complete the combination is subject to the
fulfillment by each other party of the following conditions:
- representations and warranties of the parties contained in the
combination agreement being true and correct as of the effective date of
the combination, except for any breaches of representations and
warranties which would not have a material adverse effect on any other
party or materially impede the completion of the combination;
- the performance of all covenants of the parties contained in the
combination agreement, except for those which, if not performed, would
not have a material adverse effect on any other party or materially
impede the completion of the combination; and
- the absence of any change, condition, event or occurrence with respect
to any of the parties which has or is reasonably likely to have a
material adverse effect on any other party, on the combination or on the
combined company that will result from the combination.
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AMENDMENT
The combination agreement may from time to time be amended by mutual
written agreement of the parties without further notice to or authorization on
the part of their respective shareholders, provided that:
- the TVX and Echo Bay exchange ratios may not be varied without the
approval of the shareholders of each of the parties or as may be ordered
by the Superior Court of Justice, Ontario; and
- any such change, waiver or modification does not invalidate any required
shareholder approvals of the combination.
LIQUIDATED DAMAGES
Each of Kinross, TVX and Echo Bay may become liable to pay liquidated
damages to the other parties if:
- the combination agreement is terminated after its board of directors
withdraws or changes its recommendation with respect to the combination
in a manner materially adverse to the other parties or which would
materially impede the completion of the combination;
- a bona fide acquisition proposal is made to a party or its shareholders
and not withdrawn, and its shareholders do not approve that party's
participation in the combination or the appropriate resolutions are not
submitted for their approval and, thereafter, the combination agreement
is terminated and within six months after termination of the combination
agreement, the party approves or enters into a change of control
proposal or becomes a subsidiary of a third party. A "change of control
proposal" in relation to a party is defined in the combination agreement
to mean:
- any proposal or offer for a merger, amalgamation, reorganization,
recapitalization or other business combination involving it or any of
its material subsidiaries or material joint venture interests;
- any proposal or offer to acquire in any manner, directly or
indirectly, assets which individually or in the aggregate exceed 50%
of its consolidated assets;
- any proposal or offer to acquire in any manner, directly or
indirectly, any shares or securities convertible, exercisable or
exchangeable for securities which exceed 50% of its outstanding voting
securities; or
- any sale of treasury shares or securities convertible, exercisable or
exchangeable for treasury shares, which exceed 50% of its outstanding
voting securities; or
- the combination agreement is terminated by a party concurrently with
that party entering into an agreement, arrangement or understanding to
implement a superior proposal.
Each of the above events is a "damages event" and the party involved in the
damages event is referred to as the "defaulting party".
The total amount of liquidated damages payable is Cdn.$28 million subject
to the following qualifications:
- a party shall not be entitled to liquidated damages if it is in default
of any covenant required to be performed by it under the combination
agreement in any material respect or if any representation or warranty
made by it is untrue in any material respect;
- if a damages event occurs by reason of the board of directors of the
defaulting party having withdrawn or changed its recommendations or
determinations with respect to the combination as aforesaid and
thereafter the combination agreement is terminated in accordance with
its terms, then the amount of liquidated damages payable will be reduced
to Cdn.$20 million if such withdrawal or change occurred solely because
the financial advisor to the defaulting party has withdrawn or adversely
amended its opinion with respect to the combination and written evidence
is provided by the defaulting party to each other party that the damages
event occurred solely for that reason;
- Echo Bay shall not be required to pay damages to Kinross if the damages
event is a bona fide acquisition proposal publicly announced, proposed,
offered or made, and not withdrawn, to the shareholders of Echo Bay or
to Echo Bay, Echo Bay's shareholders do not approve Echo Bay's
participation in the arrangement and the sole reason that the
shareholders of Echo Bay do not approve the arrangement is because
Kinross fails to vote its Echo Bay common shares in favour of the
arrangement (provided that TVX shall still be entitled to its share of
damages payable); and
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- the maximum amount of liquidated damages payable by a defaulting party
under the foregoing provisions shall be Cdn.$28 million.
Liquidated damages will be allocated between and paid to non-defaulting
parties in equal amounts.
REIMBURSEMENT OF EXPENSES
In the event that the shareholders of any party or parties fail to approve
the arrangement or matters relating to the arrangement and the combination is
not completed for any reason other than the fact that the board of directors of
the non-approving party has withdrawn or changed its recommendation solely
because its financial advisor has withdrawn or adversely amended its opinion
with respect to the combination, then the non-approving party or parties will be
required to reimburse the other parties or party whose shareholders approved the
arrangement or matters relating to the arrangement for their actual third-party
expenses up to a maximum of Cdn.$2.5 million payable to each approving party. In
the event that the shareholders of Echo Bay do not approve the arrangement
solely because Kinross fails to vote its Echo Bay common shares in favour
thereof, Echo Bay shall not be required to make any payment under this
provision.
TERMINATION OF THE COMBINATION AGREEMENT
Kinross, TVX and Echo Bay may mutually agree, in writing, to terminate the
combination agreement at any time prior to the effective date of the
combination. Also, any party may terminate the combination agreement without the
consent of any other party, before the effective date of the combination, if:
- any other party breaches a representation or warranty or fails to comply
with a covenant contained in the combination agreement which breach or
failure would have a material adverse effect on any other party or
materially impede the completion of the combination, or if a change,
condition or event occurs which has or is reasonably like to have a
material adverse effect on any other party, on the combination or on the
combined company that will result from the completion of the
combination; provided that the party wishing to terminate the
combination agreement is not itself in breach of any representation,
warranty or covenant in any material respect and provided further that
the party wishing to terminate the combination agreement has delivered
notice to the other parties asserting the basis for the termination and
the breach remains substantially uncured at the earlier of 30 days after
notice is given and the termination date, which is January 31, 2003
unless extended as provided for in the combination agreement;
- any condition to the obligations of that party to complete the
arrangement is not capable of being satisfied; provided that the party
wishing to terminate the combination agreement is not itself in breach
of any representation, warranty or covenant in any material respect;
- a juridical or administrative proceeding is brought, any regulatory
approval is not received, or rights of dissent are exercised by holders
of more than 5% of the outstanding common shares of either TVX or Echo
Bay and, as a result, these conditions to the obligations of the parties
to effect the combination are incapable of being satisfied; provided
that the party wishing to terminate the combination agreement is not
itself in breach of any representation, warranty or covenant in any
material respect;
- the shareholders of any party do not approve the participation of such
party in the combination;
- a party's board of directors approves, and concurrently with the
termination of the combination agreement enters into an agreement,
arrangement or understanding to implement a superior proposal, provided
that the party shall have paid the applicable liquidated damages and
expenses; or
- the board of directors of any other party withdraws or changes its
recommendations to its shareholders in a manner materially adverse to
the other parties or which would materially impede the completion of the
combination; the party whose board of directors has withdrawn or changed
its recommendation in a manner materially adverse to the other parties
or which would materially impede the completion of the combination may
also terminate the combination agreement if such withdrawal or change
occurred solely because the financial advisor to that party has
withdrawn or adversely amended its opinion with respect to the
combination.
The combination agreement automatically terminates on January 31, 2003 (the
initial termination date) if the combination is not effective on or before that
date, unless the parties agree to an extension. If the combination is not
effective on or before January 31, 2003 only because a final order of the
Superior Court of Ontario approving the plan
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of arrangement has not been granted, the initial termination date will be
automatically extended to February 28, 2003 unless the parties agree to a
further extension.
FRACTIONAL INTERESTS
No fractional Kinross common shares will be issued in connection with any
of the transactions by which the combination is effected. Former shareholders of
TVX and Echo Bay who would otherwise receive a fraction of a Kinross common
share will be paid by cheque for the value of any such fractional share in an
amount determined on the basis that each Kinross common share has a value equal
to the volume-weighted average trading price of the Kinross common shares on the
Toronto Stock Exchange on the first five trading days on which such shares trade
on such exchange immediately following the effective date of the combination.
THE TVX NEWMONT AMERICAS JOINT VENTURE TRANSACTION
GENERAL
TVX and Newmont each hold an approximate 50% indirect interest in the TVX
Newmont Americas joint venture. The TVX Newmont Americas joint venture was
formed in June 1999 pursuant to certain agreements between TVX and its
affiliates and Normandy and its affiliates. Newmont acquired its interest in the
joint venture when it combined with Normandy in early 2002. The North American
assets of the TVX Newmont Americas joint venture are held through TVX Newmont
Americas (Canada) Inc., which is indirectly held 50% less one voting share by
Normandy and 50% plus one voting share by TVX. Normandy is an indirect
wholly-owned subsidiary of Newmont. The South American assets of the TVX Newmont
Americas joint venture are held through TVX Newmont Americas (Cayman) Inc.,
which is indirectly held 50% less 100 voting shares by Normandy and 50% plus 100
voting shares by TVX.
On June 10, 2002, as amended as of November 19, 2002, TVX, TVX Cayman Inc.,
a wholly-owned subsidiary of TVX ("TVX Cayman"), and Normandy entered into two
TVX Newmont Americas purchase agreements to effect the acquisition of Newmont's
indirect interest in the TVX Newmont Americas joint venture, for an aggregate
purchase price of $180 million. The purchase price under each agreement may, at
TVX's option, be paid entirely in cash or TVX may elect to satisfy up to one
half of the purchase price payable under each agreement by delivery of a secured
promissory note due seven days after the closing of the transaction and the
balance in cash. The maximum aggregate amount of the promissory notes which may
be issued is $90 million. The arrangement is conditional upon the completion of
the purchase of Newmont's interest in the TVX Newmont Americas joint venture.
The TVX Newmont Americas purchase agreements were entered into pursuant to
an existing right of first offer and an existing right of first refusal
contained in the TVX Newmont Americas joint venture agreements. All of the
surplus cash flow generated by the TVX Newmont Americas joint venture for the
period up to the effective date of the combination will be distributed to TVX
and a wholly-owned subsidiary of Normandy in accordance with the current
dividend policy of the joint venture.
The TVX Newmont Americas purchase agreements are comprised of the following
agreements:
- a North American purchase agreement dated June 10, 2002, as amended on
November 19, 2002, between TVX and Normandy providing for the
acquisition of Newmont's interest in the North American assets of the
TVX Newmont Americas joint venture; and
- a South American purchase agreement dated June 10, 2002, as amended on
November 19, 2002, among TVX, TVX Cayman and Normandy providing for the
acquisition of Newmont's interest in the South American assets of the
TVX Newmont Americas joint venture.
Newmont, in a letter addressed to TVX dated June 10, 2002, acknowledged
that it had read the terms of the TVX Newmont Americas purchase agreements and
agreed not to impede completion of the transactions contemplated thereby and to
take all commercially reasonable steps to ensure completion of such transactions
in accordance with the terms of the purchase agreements.
THE NORTH AMERICAN PURCHASE AGREEMENT
Pursuant to the North American purchase agreement, TVX will acquire all the
common shares of Normandy Americas Holdings Limited that are owned by Normandy
Investments BV, an indirect wholly-owned subsidiary of Normandy. Newmont
Americas Holdings in turn holds 52,213,000 common shares of TVX Newmont Americas
(Canada) Inc. The purchase price under the North American purchase agreement is
$37.5 million.
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THE SOUTH AMERICAN PURCHASE AGREEMENT
Pursuant to the South American purchase agreement, TVX Cayman will acquire
the one ordinary share of Normandy Cayman Holdco Inc. that is owned by Newmont
International Holdings Pty. Ltd., an indirect wholly-owned subsidiary of
Normandy. Normandy Cayman Holdco in turns holds 93,943,500 voting preferred
shares and 41,239,500 newinco preferred shares of TVX Newmont Americas (Cayman)
Inc. The purchase price under the South American purchase agreement is $142.5
million.
Under the South American purchase agreement, TVX is jointly and severally
liable with TVX Cayman for all the obligations of TVX Cayman under the
agreement, including all indemnities provided for in the South American purchase
agreement and any secured promissory note issued as part of the purchase price.
TERMS OF SECURED PROMISSORY NOTES
TVX or TVX Cayman may elect to pay half of the purchase price under each of
the North American purchase agreement or the South American purchase agreement,
or both, by way of a secured promissory note. The promissory notes will bear
interest at the rate of 15% per annum with interest accruing daily and payable
monthly in arrears. The promissory notes may be pre-paid in whole or in part at
any time, and will be secured by the transfer and assignment of the Newmont
Americas Holdings shares or the Normandy Cayman Holdco shares, as applicable,
until paid in full. The recourse of the lender against the borrower for amounts
owing under the promissory notes is limited to the security interest granted to
secure payment of the promissory notes.
The promissory notes are due on the seventh day following the closing of
TVX Newmont Americas joint venture transaction.
If an event of default occurs, the principal and accrued interest shall be
immediately due and payable upon demand. An event of default under a promissory
note will occur if:
- the borrower fails to pay any amount due under the note and such failure
continues for a period of three business days;
- any representation or warranty made by the borrower in the applicable
TVX Newmont Americas purchase agreement or in any security given by the
borrower is incorrect;
- the borrower (or TVX, if TVX is not the borrower) ceases to carry on
business;
- the borrower (or TVX, if TVX is not the borrower) fails to pay any
amount due on outstanding debt that is in excess of $10 million when
such amount becomes due and payable and such failure continues after the
applicable grace period, if any, applicable to such indebtedness or if
any indebtedness of the borrower (or TVX, if TVX is not the borrower) is
or may be accelerated or is declared due and payable prior to its stated
maturity;
- any judgement or order is rendered against the borrower in excess of $10
million and either:
- enforcement proceedings have been commenced; or
- there is a period of 15 consecutive days when a stay of enforcement of
the judgement or order is not in place; or
- the borrower (or TVX, if TVX is not the borrower) becomes insolvent or
is subject to insolvency, bankruptcy, liquidation, winding-up or similar
proceedings.
REPRESENTATIONS AND WARRANTIES
The North American purchase agreement contains customary representations
and warranties of Normandy including the following:
- Normandy, Normandy Investments and Newmont Americas Holdings are validly
subsisting and have the requisite power to execute, deliver and perform
the North American purchase agreement;
- absence of any violation or conflict with the agreements or legal
requirements to which Normandy, Normandy Investments or Newmont Americas
Holdings is subject or bound resulting from entering into the North
American purchase agreement and consummating the purchase thereunder;
S-50
- Normandy Investments has the exclusive right and full power to transfer
the Newmont Americas Holdings shares to TVX and no person has any
agreement or option to purchase the Newmont Americas Holdings shares;
- Normandy Investments is the registered and beneficial owner of all of
the Normandy Americas Holdings shares and Normandy Americas Holdings is
the registered and beneficial owner of 52,213,000 common shares of TVX
Newmont Americas Canada;
- Newmont Americas Holdings has filed all required tax returns and paid
all applicable taxes;
- Newmont Americas Holdings has no assets other than the TVX Newmont
Americas Canada shares and has no accrued or contingent liabilities; and
- Newmont Americas Holdings has never carried on any business except the
business of owning the TVX Newmont Americas Canada shares.
The South American purchase agreement also contains customary
representations and warranties of Normandy including the following:
- Normandy, Newmont International and Normandy Cayman Holdco are validly
subsisting and have the requisite power to execute, deliver and perform
the South American purchase agreement;
- absence of any violation or conflict with the agreements or legal
requirements to which Normandy, Newmont International or Normandy Cayman
Holdco is subject or bound resulting from entering into the South
American purchase agreement and consummating the purchase thereunder;
- Newmont International Holdings has the exclusive right and full power to
transfer the Normandy Cayman Holdco shares to TVX Cayman and no person
has any right or option to purchase the Normandy Cayman Holdco shares;
- Newmont International Holdings is the registered and beneficial owner of
all of the Normandy Cayman Holdco shares and Normandy Cayman Holdco is
the registered and beneficial owner of 93,943,500 voting preferred
shares and 41,239,500 newinco preferred shares of TVX Newmont Americas
Cayman;
- Normandy Cayman Holdco has filed all required tax returns and paid all
applicable taxes;
- Normandy Cayman Holdco has no assets other than the TVX Newmont Americas
Cayman shares, and has no accrued or contingent liabilities; and
- Normandy Cayman Holdco has never carried on any business except the
business of owning the TVX Newmont Americas Cayman shares.
The TVX Newmont Americas purchase agreements contain customary
representations and warranties of TVX and TVX Cayman, as applicable, including
the following:
- TVX and TVX Cayman are validly subsisting and have the requisite power
to execute, deliver and perform the TVX Newmont Americas purchase
agreements;
- absence of any violation or conflict with the agreements or legal
requirements to which TVX or TVX Cayman is subject or bound resulting
from entering into the TVX Newmont Americas purchase agreements and
consummating the purchase thereunder;
- the audited financial statements of TVX for the year ended December 31,
2001 and the unaudited financial statements of TVX for the three months
ended March 31, 2002 have been prepared in accordance with Canadian
generally accepted accounting principles, are true and correct in all
material respects and present fairly the financial condition of TVX as
at the date of such statements;
- TVX does not have any material accrued or contingent liability or
obligation not reflected in its most recent publicly disclosed financial
statements except for liabilities and obligations incurred in the
ordinary course of business;
- there is no material litigation pending or in progress against TVX other
than as publicly disclosed; and
- TVX is current in the filing of required public disclosure documents
under applicable securities laws and such filings are complete and
correct in all material respects and do not contain any
misrepresentation.
S-51
The representations and warranties of each party to the TVX Newmont
Americas purchase agreements survive the closing of the acquisition of Newmont's
interest in the TVX Newmont Americas joint venture generally for a period of two
years, except for the representations and warranties of Normandy respecting the
ownership of shares, which survive indefinitely, and representations and
warranties of Normandy relating to taxes of Newmont Americas Holdings and
Normandy Cayman Holdco which survive until the expiration of the applicable
assessment and re-assessment periods.
COVENANTS
The TVX Newmont Americas purchase agreements provide for a number of
covenants on the part of Normandy, which include the obligation to use
reasonable best efforts to obtain resignations and releases of officers and
directors of Newmont Americas Holdings, Normandy Cayman Holdco and their
respective subsidiaries who are nominees of Normandy or its affiliates.
The TVX Newmont Americas purchase agreements also provide for a number of
covenants on the part of TVX and TVX Cayman, as applicable, which include the
following covenants:
- not to seek compensation, indemnification, contribution or damages from
Normandy, any of its affiliates or any of their respective directors,
officers, employees or agents for losses of any kind resulting from any
breach or alleged breach of pre-emptive rights of the companies that own
interests in the five operating mines partially owned by the TVX Newmont
Americas joint venture, except to the extent such losses are
attributable to the actions of a director, officer or employee of
Normandy performed without the knowledge of TVX, the TVX Newmont
Americas joint venture or their respective directors, officers and
employees other than nominees of Normandy; and
- to indemnify Normandy, its affiliates and their respective directors,
officers, employees and agents against:
- any taxes imposed upon TVX Newmont Americas Canada or TVX Newmont
Americas Cayman or any of their subsidiaries relating to any period
ending on or before June 11, 1999, the date of the formation of the
TVX Newmont Americas joint venture; and
- losses resulting from a December 2001 tax assessment rendered by
Brazilian authorities.
Also, TVX and TVX Cayman (TVX Cayman only in respect of the South American
purchase agreement), on the one hand, and Normandy, on the other, each agreed to
indemnify each other for losses relating to failure to perform covenants or
breaches of representations and warranties under the TVX Newmont Americas
purchase agreements. The maximum amount of such indemnity is $37.5 million as it
relates to breaches of the representations and warranties contained in the North
American purchase agreement and $142.5 million as it relates to breaches of the
representations and warranties contained in the South American purchase
agreement. All indemnities under the TVX Newmont Americas purchase agreements
extend to the associates and affiliates of the parties and their respective
directors, officers, employees and agents, and their respective successors and
assigns.
CONDITIONS PRECEDENT TO THE CLOSING OF THE PURCHASE TRANSACTIONS
The closing of the transactions contemplated by each of the TVX Newmont
Americas purchase agreements is subject to the following:
- all of the transactions contemplated in both the North American purchase
agreement and the South American purchase agreement are completed
concurrently;
- all of the pre-conditions to completion of the transactions contemplated
by the combination agreement have been satisfied or waived; and
- all of the transactions contemplated by the combination agreement will
be completed immediately following the completion of the purchase of
Newmont's interest in the TVX Newmont Americas joint venture.
If any of the combination agreement, the North American purchase agreement
or the South American purchase agreement is terminated prior to the closing of
the purchase of Newmont's interest in the TVX Newmont Americas joint venture,
the TVX Newmont Americas purchase agreement(s) which have not been terminated
will automatically terminate.
The TVX Newmont Americas purchase agreements, as applicable, contain the
following mutual conditions precedent to the closing of the transactions
contemplated thereby:
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- receipt of required approvals of Canadian and Brazilian competition
authorities;
- the termination of all agreements, understandings, instruments,
commitments and undertakings between TVX and Normandy and their
respective affiliates relating to the TVX Newmont Americas joint venture
other than the environmental indemnity agreement dated June 11, 1999
between TVX and Newmont International Holdings; and
- the release of the other parties and their affiliates from any claims
arising under all agreements, understandings, instruments, commitments,
and undertakings relating to the TVX Newmont Americas joint venture
other than the environmental indemnity agreement.
Pursuant to the environmental indemnity agreement, TVX agreed to indemnify
Newmont International Holdings and its directors, officers, employees and agents
for environmental claims made on or before June 11, 2005 in connection with the
TVX Newmont Americas joint venture up to an aggregate maximum amount of $15
million.
The TVX Newmont Americas purchase agreements contain customary conditions
of closing in favour of TVX and TVX Cayman and in favour of Normandy. In
addition, the agreements contain the following conditions in favour of Normandy:
- TVX and its affiliates having released Normandy and its affiliates from
certain claims relating to the operations of the TVX Newmont Americas
joint venture;
- the royalty to be granted to Newmont on the Gurupi exploration property
held by the TVX Newmont Americas joint venture having been fully secured
on commercially reasonable terms to the satisfaction of Normandy;
- all amounts owing by TVX and its affiliates to Normandy and its
affiliates having been paid in full; and
- if TVX or TVX Cayman elects to pay a portion of the purchase price by a
secured promissory note, receipt of security agreements transferring and
assigning all of the interest of TVX or TVX Cayman in the Newmont
Americas Holdings shares or the Normandy Cayman Holdco shares, as
applicable, as security for the obligations of TVX or TVX Cayman under
the note.
The TVX Newmont Americas purchase agreements also contain customary
conditions in favour of TVX and TVX Cayman as well as a condition that Normandy
and its affiliates have released TVX and its affiliates from certain claims
relating to the operations of the TVX Newmont Americas joint venture.
REGULATORY MATTERS
COMPETITION ACT
The acquisition by TVX of Newmont's interest in the TVX Newmont Americas
joint venture and the arrangement, which together comprise the combination,
constitute one or more "merger" transaction(s) for the purposes of the
Competition Act (Canada). Under section 92 of the Competition Act, the
Competition Tribunal (established pursuant to the Competition Tribunal Act
(Canada) and referred to as the "Competition Tribunal" in this circular), upon
the application of the Commissioner of Competition appointed pursuant to the
Competition Act (the "Commissioner"), may issue an order to, among other things,
dissolve a merger or prohibit a proposed merger from proceeding if the
Competition Tribunal finds that such merger or proposed merger prevents or
lessens, or is likely to prevent or lessen, competition substantially. In
addition, pursuant to sections 100 and 104 of the Competition Act, the
Competition Tribunal, upon the application of the Commissioner, may in certain
circumstances make a temporary order (with, or in some cases without, prior
notice) to, among other things, prevent a proposed merger from proceeding for a
stated period of time (subject in some cases to prescribed time limits). No
application may be made by the Commissioner in respect of a merger more than
three years after the merger has been substantially completed, nor may the
Commissioner apply to the Competition Tribunal for an order in respect of a
merger in respect of which an advance ruling certificate ("ARC") has been issued
under the Competition Act, solely on the basis of information that is the same
or substantially the same as that upon which the ARC was issued, provided that
the merger is substantially completed within one year after the ARC is issued.
Also, under the Competition Act, certain transactions require prior
notification to the Commissioner. If a transaction is subject to the prior
notification requirement (a "Notifiable Transaction"), notification must be made
either on the basis of short-form filings (in respect of which there is a 14 day
statutory waiting period) or long-form filings (in respect of which there is a
42 day statutory waiting period), unless an ARC is first issued in respect of
the
S-53
transaction or the notification obligation is waived pursuant to section 113(c)
of the Competition Act. A Notifiable Transaction may not be completed until the
applicable statutory waiting period has expired unless the Commissioner, before
the expiry of the waiting period, has advised the parties that he does not at
that time intend to bring an application to the Competition Tribunal under the
merger provisions of the Competition Act referred to above. The purchase of
Newmont's interest in the TVX Newmont Americas joint venture and the
arrangement, which together comprise the combination, constitute one or more
Notifiable Transaction(s).
The parties filed a request for an ARC in respect of the combination with
the Commissioner on July 15, 2002. The ARC was issued on July 26, 2002.
▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ANTITRUST IMPROVEMENTS ACT
Under the U.S. ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as
amended, and the rules promulgated thereunder by the United States Federal Trade
Commission ("FTC"), the combination may not be consummated until notifications
and certain information have been filed with the Antitrust Division of the
United States Department of Justice (the "Antitrust Division") and the FTC and
all waiting period requirements have been satisfied. The combination is
conditional upon the expiry or early termination of the applicable waiting
period under the U.S. ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as
amended. All filings required by the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements
Act of 1976 have been made. The request for early termination of the waiting
period was granted effective August 5, 2002.
Notwithstanding the expiration of the waiting period, at any time before or
after the special meetings of the shareholders of the parties, the Antitrust
Division or the FTC could take such action under the antitrust laws as it deems
necessary or desirable in the public interest, including seeking to enjoin the
combination or seeking to impose conditions such as the divestiture of
substantial assets of Kinross or its affiliates.
In addition, state antitrust authorities may also bring legal action under
state antitrust laws. Such action could include seeking to enjoin the
consummation of the combination or seeking to impose conditions such as the
divestiture of certain assets of Kinross. Private parties may also seek to take
legal action under the antitrust laws under certain circumstances. There can be
no assurance that a challenge to the combination on antitrust grounds will not
be made, or if such a challenge is made, of the result thereof.
BRAZILIAN COMPETITION LAW
Under Brazilian Law No. 8884/1994 and Resolution #15/98, certain merger and
acquisition transactions are subject to notification to the Office of Economic
Law, Ministry of Finance ("SDE") and to review and approval by The
Administrative Council for Economic Defense ("▇▇▇▇").
On June 28, 2002, a filing was submitted to SDE and ▇▇▇▇ in relation to the
Brazilian portion of the purchase of Newmont's interest in the TVX Newmont
Americas joint venture. A filing to SDE and ▇▇▇▇ was also submitted in relation
to the combination.
▇▇▇▇ approval has been secured in respect of the purchase of Newmont's
interest in the TVX Newmont Americas joint venture and Kinross and TVX have been
advised by Brazilian antitrust counsel that ▇▇▇▇ approval should be secured in
respect of the combination.
GREEK COMPETITION LAW
Under Greek Law No. 703/1977, certain merger transactions are subject to
pre-merger notification to the Greek Competition Committee and clearance by such
committee.
TVX, indirectly through its 100% owned Greek subsidiary TVX Hellas, owns
properties in northern Greece, referred to as the Hellenic Gold Properties.
These properties include the Stratoni base metals operation and the Skouries
development project.
Based on the information available to Kinross, the Greek Competition
Committee does not consider the combination as falling within the scope of the
provisions regarding prior control of mergers under Greek Law No. 703/1977 and,
therefore, the combination will not require pre-clearance by such committee.
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EXEMPTION FROM MINORITY APPROVAL AND VALUATION REQUIREMENTS
Since Kinross holds more than 10% of the issued and outstanding Echo Bay
common shares, the exchange of Echo Bay common shares for Kinross common shares
which is part of the arrangement is a "going private transaction" and a "related
party transaction" within the meaning of Rule 61-501 of the Ontario Securities
Commission and Policy Q-27 of the Commission des Valeurs mobilieres du Quebec
(collectively the "Rule"). The Rule requires that certain related party
transactions must be approved by a majority of the minority shareholders and
that shareholders be furnished with a valuation (prepared by an independent
valuator) of the common shares to be received by shareholders in the
transaction. Certain exemptions from these requirements are set forth in the
Rule. For example, a transaction which would otherwise be a going private
transaction, in this case the exchange of Echo Bay common shares for Kinross
common shares as part of the arrangement, except that it falls within certain
exemptions from the definition of "going private transactions" as contained in
the Rule, is exempted from the "related party transaction" requirements of the
Rule, including the valuation and minority approval requirements. Also, a
valuation need not be provided and minority approval does not need to be
obtained if the "interested party", in this case Kinross, holds Echo Bay common
shares that carry fewer voting rights than another Echo Bay shareholder who is
not a party to the transaction, and that other Echo Bay shareholder supports the
transaction, deals at arm's length with Kinross, is treated identically to all
other shareholders of Echo Bay and does not receive a benefit that is not also
received by all other Echo Bay shareholders.
In the present case, the parties are relying on exemptions from the formal
valuation and minority approval requirements. An exemption is available because
the arrangement is an exempt going private transaction on the basis that Kinross
is only entitled to receive the same consideration per Echo Bay common share as
are all other Echo Bay shareholders, and not any consideration of greater value
or differing security, from that received by all other Echo Bay shareholders. A
further exemption is available because Newmont, which holds approximately 45.3%
of the Echo Bay common shares, holds more voting shares in Echo Bay than
Kinross, is not a party to the arrangement and supports the arrangement. Kinross
believes it is dealing at arm's length with Newmont. Pursuant to the lock-up
agreement between Newmont and Echo Bay, Newmont has also acknowledged that there
were no non-financial factors or other factors peculiar to Newmont considered
relevant by Newmont in assessing the consideration to be received in exchange
for its Echo Bay common shares pursuant to the arrangement which had the effect
of reducing the consideration that would otherwise have been considered
acceptable by Newmont.
COURT APPROVAL OF THE ARRANGEMENT
An arrangement under the CBCA requires court approval. Prior to the mailing
of the circular, a wholly-owned newly incorporated subsidiary of Kinross (which
we refer to in this circular as "Kinross Subco") obtained, from the Superior
Court of Justice, Ontario, the interim order for the arrangement providing for
the calling and holding of the special meetings of shareholders of the parties
and certain other procedural matters. A copy of this order is attached to this
circular as Exhibit B. Pursuant to the interim order, Kinross Subco is required
to return to court for a final order approving the arrangement. As set out in
the interim order, the hearing in respect of the final order is scheduled to
take place on January 31, 2003 at the Superior Court of Justice, Ontario at ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇. The notice of application and the
application relating to the hearing are attached as Exhibit B-1. At this
hearing, shareholders of TVX or Echo Bay who wish to participate or to be
represented or to present evidence or argument may do so, subject to filing a
notice of appearance and satisfying other requirements. At the hearing, the
Court will be asked to approve the terms and conditions of the arrangement. In
hearing the petition for the final order, the Court will consider, among other
things, the fairness and reasonableness of the arrangement and satisfaction of
the statutory conditions for completing an arrangement under the CBCA, including
compliance with the solvency tests discussed in the following paragraphs. The
Court may approve the arrangement either as proposed or as amended in any manner
the Court may direct, subject to compliance with such terms and conditions, if
any, the Court thinks fit. Assuming the final order is granted and the various
other conditions precedent in the combination agreement are satisfied or waived,
the combination will be completed as soon as possible thereafter.
Among the statutory conditions to be complied with in order for the Court
to approve the arrangement is that the corporation proposing the arrangement, in
this case, Kinross Subco, must not be "insolvent" within the meaning of Section
192 of the CBCA. In the course of obtaining the interim order, the Court was
also advised that Kinross was "not insolvent" within the meaning of the CBCA.
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Under Section 192 of the CBCA, a corporation is not insolvent if it is able
to pay its liabilities as they become due and the realizable value of its assets
is greater than the aggregate of its liabilities and stated capital of all
classes of shares. The CBCA requires that a corporation create and maintain a
stated capital account for each class of its shares and add the value of the
consideration it receives upon the issue of a share to the applicable stated
capital account. The stated capital account is not automatically reduced by the
amount of a corporation's accumulated deficit and, consequently, the value of
the stated capital account can be greater than the corporation's shareholder
equity of that class. If a corporation has accumulated a significant deficit but
has not concurrently reduced its stated capital accounts, compliance with the
second stage of the test set forth in Section 192 of the CBCA may be difficult.
However, both the CBCA and the OBCA (the statute by which Kinross is governed)
provide that a stated capital account may be reduced for any purpose by a
special resolution of the holders (i.e. one approved by no less than 66 2/3% of
the votes cast at a special meeting) of the applicable class.
In order to ensure that the realizable value of Kinross' assets will exceed
its liabilities and stated capital at the time the arrangement is to be
completed, Kinross will request that its shareholders pass a special resolution
pursuant to Section 34(1) of the OBCA to approve a reduction of the stated
capital account maintained for its common shares by approximately $747 million.
This amount is equal to Kinross' accumulated deficit as at September 30, 2002.
In addition to reducing the stated capital of the common shares, the reduction
in stated capital will eliminate Kinross' accumulated deficit but will leave
Kinross' shareholders' equity unaffected.
The reduction of Kinross' stated capital is not a condition to the
completion of the arrangement under the terms of the combination agreement.
However, Kinross has determined that it is desirable to effect the reduction in
stated capital to ensure that the tests outlined in Section 192 of the CBCA will
be met at the time final Court approval of the arrangement is sought.
EXEMPTIONS FROM REGISTRATION REQUIREMENTS AND RESALE RESTRICTIONS ON KINROSS
COMMON SHARES
CANADA
Kinross common shares issued in connection with the arrangement will be
distributed in reliance on exemptions from the registration and prospectus
requirements of Canadian securities laws, subject to regulatory approval, and
will be freely tradeable in or into Canada through appropriately registered
dealers provided the following conditions are met at the time of such
transaction:
- at the time of the trade, Kinross has been a reporting issuer for at
least four months;
- 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;
- 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;
- certain disclosures are made to the applicable Canadian securities
authorities (which Kinross will make promptly following the effective
date of the combination);
- no unusual effort is made to prepare the market or create a demand for
the Kinross common shares; and
- no extraordinary commission or consideration is paid in respect of the
transaction in the Kinross common shares.
UNITED STATES
The issuance of Kinross common shares to holders of TVX common shares and
Echo Bay common shares pursuant to the arrangement will not be registered under
the U.S. Securities Act of 1933, as amended (which we refer to in this circular
as the "Securities Act"). Such shares will instead be issued in reliance upon
the exemption provided by section 3(a)(10) of the Securities Act. Section
3(a)(10) exempts from the general registration requirements securities issued in
exchange for one or more outstanding securities where the terms and conditions
of the issuance and exchange of such securities have been approved by any
governmental authority having appropriate authority, including a court of
competent jurisdiction, after a hearing upon the fairness of the terms and
conditions of the issuance and exchange at which all persons to whom such
securities will be issued have the right to appear. The Superior Court of
Justice, Ontario is authorized to conduct a hearing to determine the fairness of
the terms and conditions of the arrangement, including the proposed issuance of
Kinross common shares in exchange for TVX common shares and Echo Bay
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common shares. The Court entered the interim order on December 20, 2002 and
subject to the approval of the arrangement by the TVX shareholders and Echo Bay
shareholders, a hearing on the fairness of the arrangement will be held by the
Court.
Kinross common shares received by holders of TVX common shares or Echo Bay
common shares in the arrangement will be freely transferable, except for Kinross
common shares received by persons who are deemed to be "affiliates" (as such
term is defined for purposes of Rule 145 of the Securities Act) of Kinross, TVX
or Echo Bay prior to the completion of the arrangement. Persons who may be
deemed to be affiliates of Kinross, TVX or Echo Bay generally include
individuals or entities that control, are controlled by, or are under common
control with, such party and may include officers, directors and principal
shareholders.
Persons who are deemed to be affiliates of Kinross, TVX or Echo Bay may not
sell Kinross common shares acquired in connection with the arrangement, except
pursuant to an effective registration under the Securities Act covering such
shares or in compliance with Rule 145 (or Rule 144 under the Securities Act in
the case of persons who become affiliates of Kinross) or another applicable
exemption from the registration requirements of the Securities Act. In general,
under Rule 145, for one year following the effective date, an affiliate
(together with certain related persons) would be entitled to sell Kinross common
shares acquired in connection with the arrangement only through unsolicited
"broker transactions" as such term is defined in Rule 144 or in transactions
directly with a "market maker" as such term is defined in section 3(a)(38) of
the Exchange Act. Additionally, the number of shares to be sold by an affiliate
(together with certain related persons and certain persons acting in concert)
within any three-month period for purposes of Rule 145 may not exceed the
greater of 1% of the outstanding Kinross common shares or the average weekly
trading volume of such common shares during the four calendar weeks preceding
such sale. Rule 145 will only remain available to affiliates if Kinross remains
current with its informational filings with the SEC under the Exchange Act. One
year after the effective date, a former affiliate would be able to sell such
Kinross common shares without regard to such sale or volume limitations provided
that Kinross was current with its Exchange Act informational filings and such
affiliate was not then an affiliate of Kinross. Two years after the effective
date, a former affiliate would be able to sell such Kinross common shares
without any restrictions so long as such affiliate had not been an affiliate of
Kinross for at least three months prior thereto. Persons deemed affiliates may
at any time sell such Kinross common shares outside the United States in a
transaction complying with the provisions of Regulation S under the Securities
Act.
This document does not constitute a registration statement covering resales
of Kinross common shares by persons who are otherwise restricted from selling
their shares pursuant to Rules 144 and 145 of the Securities Act.
MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS OF THE ARRANGEMENT
In the opinion of Fasken ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, special counsel to TVX,
with respect to holders of TVX common shares, and Fraser ▇▇▇▇▇▇ Casgrain LLP,
counsel to Echo Bay, with respect to holders of Echo Bay common shares and Echo
Bay warrants, the following summary describes, as of the date hereof, the
material Canadian federal income tax considerations under the Tax Act of the
arrangement generally applicable to holders of TVX common shares, Echo Bay
common shares and Echo Bay warrants, who at all relevant times and for purposes
of the Tax Act:
- deal at arm's length with and are not affiliated with Kinross, TVX and
Echo Bay; and
- hold their TVX common shares, Echo Bay common shares and Echo Bay
warrants and will hold their Kinross common shares as capital property.
TVX common shares, Echo Bay common shares, Echo Bay warrants and Kinross
common shares will generally be considered to be capital property to the holder
provided that the holder does not hold such securities in the course of carrying
on a business and has not acquired such securities in a transaction or
transactions considered to be an adventure in the nature of trade. This summary
does not take into account the "▇▇▇▇-to-market rules" in the Tax Act that apply
to "financial institutions", and holders that are "financial institutions" for
the purposes of these rules should consult their own tax advisors.
This summary is based on the current provisions of the Tax Act, the current
regulations thereunder (the "Regulations") and counsel's understanding of the
current published administrative and assessing practices of the CCRA. This
summary also takes into account all specific proposals to amend the Tax Act and
the Regulations publicly announced by the Minister of Finance (Canada) prior to
the date hereof (collectively, the "Proposed Amendments"). No assurance can be
given that the Proposed Amendments will be enacted as tabled or announced.
However, the Canadian federal income tax considerations applicable to holders
with respect to their TVX common shares, Echo Bay
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common shares and Echo Bay warrants will not be different in a material adverse
way if the Proposed Amendments are not enacted. This summary does not otherwise
take into account or anticipate any changes to the law, whether by judicial,
governmental or legislative decision or action, nor does it take into account
provincial, territorial or foreign tax legislation or considerations, which may
differ from the Canadian federal income tax considerations discussed herein.
THIS SUMMARY ASSUMES THAT THE KINROSS SHAREHOLDER RIGHTS PLAN WILL BE
TERMINATED BY KINROSS SHAREHOLDERS AT THE KINROSS SPECIAL MEETING PRIOR TO THE
EFFECTIVE DATE OF THE COMBINATION SO THAT HOLDERS OF TVX COMMON SHARES AND
HOLDERS OF ECHO BAY COMMON SHARES WILL NOT ACQUIRE ANY RIGHTS UNDER SUCH PLAN AS
A RESULT OF THE ARRANGEMENT. THE ARRANGEMENT IS NOT CONDITIONAL ON THE
TERMINATION OF THE KINROSS SHAREHOLDER RIGHTS PLAN. IF HOLDERS OF TVX COMMON
SHARES AND HOLDERS OF ECHO BAY COMMON SHARES ACQUIRE RIGHTS UNDER THE KINROSS
SHAREHOLDER RIGHTS PLAN IN THE ARRANGEMENT BECAUSE THE PLAN HAS NOT BEEN
TERMINATED THEN SUCH HOLDERS MAY BE TREATED AS HAVING DISPOSED OF THEIR TVX
COMMON SHARES AND ECHO BAY COMMON SHARES FOR PROCEEDS OF DISPOSITION EQUAL TO
THE AGGREGATE OF THE FAIR MARKET VALUE OF THE KINROSS COMMON SHARES (AND CASH
RECEIVED IN LIEU OF A FRACTIONAL SHARE, IF APPLICABLE) AND ANY RIGHTS UNDER THE
KINROSS SHAREHOLDER RIGHTS PLAN RECEIVED IN EXCHANGE THEREFOR. A RECENT POSITION
TAKEN BY THE CCRA ON A SHAREHOLDER RIGHTS PLAN INDICATES THAT HOLDERS MAY BE
ASSESSED ON THIS BASIS. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS IN
THIS REGARD.
THIS SUMMARY IS OF A GENERAL NATURE ONLY, AND IS NOT INTENDED TO BE, NOR
SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER.
ACCORDINGLY, HOLDERS OF TVX COMMON SHARES, ECHO BAY COMMON SHARES AND ECHO BAY
WARRANTS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS FOR ADVICE REGARDING THE
INCOME TAX CONSEQUENCES OF THE ARRANGEMENT AND THE EXERCISE OF DISSENT RIGHTS
HAVING REGARD TO THEIR PARTICULAR CIRCUMSTANCES.
HOLDERS RESIDENT IN CANADA
The following portion of this summary is applicable to holders of TVX
common shares, Echo Bay common shares and Echo Bay warrants and those persons
who become holders of Kinross common shares as a consequence of the arrangement,
who, for the purposes of the Tax Act and any applicable income tax convention,
at all relevant times, are resident in Canada or are deemed to be resident in
Canada. Certain Canadian resident holders whose TVX common shares, Echo Bay
common shares or Kinross common shares might not otherwise qualify as capital
property may make an irrevocable election in accordance with subsection 39(4) of
the Tax Act to deem the shares and every "Canadian security" (as defined in the
Tax Act) owned by such holders to be capital property in the taxation year of
the election and in all subsequent taxation years.
HOLDERS OF TVX COMMON SHARES ON AMALGAMATION
Holders of TVX common shares (other than holders of TVX common shares who
dissent from the arrangement) will realize neither a capital gain nor a capital
loss on the amalgamation as a result of which the TVX common shares will be
disposed of in exchange for Kinross common shares. The aggregate cost of the
Kinross common shares received by a TVX shareholder on the amalgamation will be
equal to the aggregate adjusted cost base to the TVX shareholder of the TVX
common shares disposed of in exchange for such Kinross common shares by virtue
of the amalgamation. The holder's cost of such Kinross common shares must be
averaged with the adjusted cost base of any other Kinross common shares held by
the holder to determine the holder's adjusted cost base of such Kinross common
shares.
Under the current administrative and assessing practice of the CCRA, a
holder of TVX common shares who receives cash in an amount under Cdn.$200 in
lieu of a fraction of a Kinross common share on the amalgamation may ignore the
computation of any gain or loss on the partial disposition and reduce the
adjusted cost base of the Kinross common shares received on the amalgamation by
the amount of such cash. Alternatively, the holder of TVX common shares may
include the capital gain or loss arising on the disposition of the fractional
share in the computation of that holder's income.
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HOLDERS OF ECHO BAY COMMON SHARES ON ARRANGEMENT
A capital gain (or capital loss) that would otherwise be realized by a
holder of Echo Bay common shares on the exchange of Echo Bay common shares for
Kinross common shares pursuant to the arrangement will be deferred under the
provisions of the Tax Act provided that:
- such holder does not, in the holder's return of income for the taxation
year in which such exchange occurs, include in computing the holder's
income any portion of the gain or loss, otherwise determined, from the
disposition of the exchanged shares; and
- the holder, or persons with whom the holder does not deal at arm's
length, or the holder together with persons with whom the holder does
not deal at arm's length, do not control Kinross and do not beneficially
own shares in the capital stock of Kinross having a fair market value of
more than 50% of the fair market value of all of the outstanding shares
of the capital stock of Kinross, immediately after the exchange.
Where a holder is entitled to the deferral, the holder will be deemed:
- to have disposed of that holder's Echo Bay common shares for proceeds of
disposition equal to the adjusted cost base of the shares to the holder
immediately before such exchange; and
- to have acquired the Kinross common shares at a cost equal to the
adjusted cost base of the holder's Echo Bay common shares immediately
before the exchange. The holder's cost of such Kinross common shares
will be averaged with the adjusted cost base of any other Kinross common
shares held by the holder to determine the holder's adjusted cost base
of such Kinross common shares.
Under the current administrative and assessing practice of the CCRA, a
holder of Echo Bay common shares who receives cash in an amount not exceeding
Cdn.$200 in lieu of a fraction of a Kinross common share under the arrangement
may ignore the computation of any gain or loss on the partial disposition and
reduce the adjusted cost base of the Kinross common shares received under the
arrangement by the amount of such cash. Alternatively, the holder of Echo Bay
common shares may include the capital gain or loss arising on the disposition of
the fractional share in the computation of that holder's income.
A holder of Echo Bay common shares who is not eligible for the deferral in
respect of the exchange of Echo Bay common shares will be deemed to have
disposed of those Echo Bay common shares for proceeds of disposition equal to
the fair market value of the Kinross common shares (and cash in lieu of a
fractional share, if applicable) received in exchange therefor and to have
acquired such Kinross common shares at a cost equal to their fair market value.
The cost of Kinross common shares that the holder acquires must be averaged with
the adjusted cost base of any other Kinross common shares held by the holder to
determine the holder's adjusted cost base of such Kinross common shares. Such
holder of Echo Bay common shares will realize a capital gain (or capital loss)
equal to the amount by which the proceeds of disposition, net of any reasonable
costs of disposition, exceed (or are less than) the adjusted cost base of the
Echo Bay common shares to such holder. The income tax treatment of capital gains
and losses is discussed in greater detail below under the subheading "Taxation
of Capital Gains and Losses".
HOLDERS OF ECHO BAY WARRANTS
On Arrangement
While the matter is not free from doubt, Fraser ▇▇▇▇▇▇ Casgrain LLP,
counsel to Echo Bay is of the view that holders of Echo Bay warrants will
realize neither a capital gain nor a capital loss as a result of such holders
becoming entitled, under the existing terms of the warrant indenture dated May
9, 2002, to acquire Kinross common shares upon the exercise of the warrants
after the effective date of the combination. Holders of Echo Bay warrants who
wish to avoid any uncertainty concerning the tax consequences to them of the
arrangement may wish to exercise their warrants and acquire Echo Bay common
shares prior to the effective date of the combination in which case they will be
treated as holders of Echo Bay common shares (see discussion above under the
subheading "Holders of Echo Bay Common Shares on Arrangement"). Holders of Echo
Bay warrants are urged to consult their own tax advisors in this regard.
Exercise of Warrants
No gain or loss will be realized on the exercise of a warrant to acquire
Kinross common shares. When a warrant is exercised, the holder's cost of the
Kinross common shares acquired thereby will be equal to the holder's adjusted
cost base of the warrant plus the exercise price paid for the Kinross common
shares. The holder's cost of such Kinross
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common shares must be averaged with the adjusted cost base of any other Kinross
common shares held by the holder to determine the holder's adjusted cost base of
such Kinross common shares.
Disposition and Expiry of Warrants
A disposition or deemed disposition by a holder of warrants 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 such holder's adjusted cost base of the warrants. The expiry of
unexercised warrants will constitute a disposition thereof for nil proceeds of
disposition, resulting in the holder realizing a capital loss equal to such
holder's adjusted cost base of the expired warrants. The tax treatment of
capital losses is discussed in greater detail below under the subheading
"Taxation of Capital Gains and Losses".
DIVIDENDS ON KINROSS COMMON SHARES
A holder who is an individual will be required to include the amount of any
dividends received or deemed to be received on the Kinross common shares in
computing the holder's income. The holder will be subject to the gross-up and
dividend tax credit rules normally applicable to taxable dividends received from
taxable Canadian corporations (as defined in the Tax Act).
A holder that is a corporation will be required to include in computing
income the amount of any dividends on the Kinross common shares received or
deemed to be received by the holder, but will be entitled to deduct the amount
of the dividends in computing its taxable income. A holder that is a "private
corporation" or a "subject corporation" (as defined in the Tax Act) may be
liable under Part IV of the Tax Act to pay a refundable tax of 33 1/3% of
dividends received or deemed to be received on the Kinross common shares to the
extent that such dividends are deductible in computing the holder's taxable
income. This tax will be refunded to the holder at the rate of Cdn.$1 for every
Cdn.$3 of taxable dividends paid while it is a private corporation or a subject
corporation.
DISPOSITION OF KINROSS COMMON SHARES
A holder disposing of Kinross common shares will realize a capital gain (or
capital loss) to the extent that the proceeds of disposition thereof, net of any
reasonable costs of disposition, exceed (or are less than) the adjusted cost
base of such shares to such holder. The income tax treatment of capital gains
and losses is discussed in greater detail below under the subheading "Taxation
of Capital Gains and Losses".
TAXATION OF CAPITAL GAINS AND LOSSES
One-half of capital gains will be included in income as taxable capital
gains and one-half of capital losses will be allowable capital losses that may
be deducted against taxable capital gains realized in the year of disposition.
Subject to the detailed rules contained in the Tax Act, any unused allowable
capital loss may be applied to reduce net taxable capital gains realized by the
holder in the three preceding and in all subsequent taxation years. Where the
holder is an individual or a trust, other than certain trusts, the realization
of a capital gain may result in a liability for alternative minimum tax under
the Tax Act.
Recognition of capital losses otherwise realized may be denied in various
circumstances set out in the Tax Act. The amount of any capital loss realized by
a corporate holder on a disposition of TVX common shares, Echo Bay common shares
or Kinross common shares may be reduced by the amount of dividends received, if
any, or deemed to be received on the shares, to the extent and under the
circumstances provided in the Tax Act. Similar rules may apply where a
corporation is a member of a partnership or a beneficiary of a trust that owns
the shares or where a trust or partnership of which a corporation is a
beneficiary or a member, respectively, is a member of a partnership or a
beneficiary of a trust that owns the shares.
A holder that is a Canadian-controlled private corporation throughout the
relevant taxation year may be subject to an additional refundable tax of 6 2/3%
on taxable capital gains. This additional tax will be refunded to the holder at
the rate of Cdn.$1 for every Cdn.$3 of taxable dividends paid while it is a
private corporation.
HOLDERS NOT RESIDENT IN CANADA
The following portion of the summary is generally applicable to holders of
TVX common shares, Echo Bay common shares and Echo Bay warrants who, for
purposes of the Tax Act and any applicable income tax convention, have not been
and will not be resident or deemed to be resident in Canada at any time while
they have held TVX common shares, Echo Bay common shares or Echo Bay warrants or
will hold Kinross common shares and who do not
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use or hold and are not deemed to use or hold the TVX common shares, Echo Bay
common shares, Echo Bay warrants or Kinross common shares in carrying on a
business in Canada (a "Non-Resident Holder"). Special rules, which are not
discussed in this summary, may apply to a non-resident that is an insurer
carrying on business in Canada and elsewhere.
TAXATION OF CAPITAL GAINS AND LOSSES
A Non-Resident Holder of TVX common shares, Echo Bay common shares or Echo
Bay warrants who participates in the arrangement will generally be subject to
the same tax consequences as a Canadian resident holder on the arrangement, as
discussed above. Accordingly, a Non-Resident Holder who disposes of TVX common
shares in exchange for Kinross common shares on the amalgamation will generally
realize neither a capital gain nor a capital loss, as discussed above under the
subheading, "Holders of TVX Common Shares on Amalgamation". Similarly, any
capital gain (or capital loss) that would otherwise be realized by a
Non-Resident Holder of Echo Bay common shares on the exchange of Echo Bay common
shares for Kinross common shares pursuant to the arrangement may generally be
deferred, as discussed under the subheading, "Holders of Echo Bay Common Shares
on Arrangement". In addition, a Non-Resident Holder of Echo Bay warrants who
becomes entitled to acquire Kinross common shares under the arrangement will
generally be subject to the same tax consequences as a Canadian resident holder,
as discussed above under the subheading, "Holders of Echo Bay Warrants -- On
Arrangement".
A Non-Resident Holder of Echo Bay common shares who is not eligible for a
deferral on the exchange of Echo Bay common shares, will not be subject to tax
under the Tax Act on any gain arising on the disposition of such securities
unless such securities constitute taxable Canadian property of the holder for
the purposes of the Tax Act. In addition, if such securities do constitute
taxable Canadian property, the Non-Resident Holder may be exempt from tax under
an applicable income tax convention.
A Non-Resident Holder of Kinross common shares or warrants to acquire
Kinross common shares will not be subject to tax under the Tax Act on any gain
arising on the disposition of such securities unless such securities constitute
taxable Canadian property of the holder for the purposes of the Tax Act and the
gain is not exempt from tax under an applicable income tax convention.
Generally, TVX common shares, Echo Bay common shares and Kinross common
shares, as the case may be, and warrants to acquire such shares, will not be
taxable Canadian property at a particular time provided that such shares are
listed on a prescribed stock exchange (which includes the Toronto Stock
Exchange), and the holder, either alone or together with persons with whom such
holder does not deal at arm's length, has not owned 25% or more of the issued
shares of any class or series in the capital of TVX, Echo Bay or Kinross, as the
case may be, at any time during the 60 month period that ends at the particular
time. If TVX common shares or Echo Bay common shares are taxable Canadian
property to a Non-Resident Holder, Kinross common shares acquired in exchange
therefor on the arrangement will be taxable Canadian property.
DIVIDENDS ON KINROSS COMMON SHARES
Dividends paid or deemed to be paid to a Non-Resident Holder on Kinross
common shares will be subject to Canadian withholding tax at the rate of 25%
unless the rate is reduced under the provisions of an applicable income tax
convention.
Under the provisions of the Canada -- United States Income Tax Convention
(1980), as amended (the "U.S. Treaty"), dividends paid or credited or deemed
under the Tax Act to be paid or credited by Kinross to a Non-Resident Holder who
is a resident of the United States for purposes of the U.S. Treaty generally
will be subject to Canadian withholding tax at the rate of 15%. This rate will
be reduced to 5% if the beneficial owner of the dividend is a company that owns
at least 10% of the voting stock of Kinross.
DISSENTING SHAREHOLDERS
WE URGE ANY SHAREHOLDER WHO IS CONSIDERING DISSENTING TO THE ARRANGEMENT TO
CONSULT THEIR OWN TAX ADVISOR WITH RESPECT TO THE INCOME TAX CONSEQUENCES TO
THEM OF SUCH ACTION.
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MATERIAL UNITED STATES FEDERAL INCOME TAX
CONSIDERATIONS OF THE ARRANGEMENT
The following summary discusses the material U.S. Federal income tax
consequences to the U.S. holders of Echo Bay common shares and to the U.S.
holders of TVX common shares in the arrangement. This discussion is based upon
the Code, its legislative history, the Treasury regulations promulgated
thereunder, administrative rulings and judicial decisions currently in effect,
all of which are subject to change, possibly on a retroactive basis, and certain
factual representations made by Kinross, Echo Bay and TVX. Any change in
currently applicable law, which may or may not be retroactive, or failure of any
of the factual representations made by Kinross, Echo Bay or TVX to be true,
correct and complete in all material respects could affect the continuing
validity of this discussion. The discussion assumes that U.S. holders of Echo
Bay common shares and TVX common shares hold their shares as a capital asset
within the meaning of Section 1221 of the Code. Further, the discussion does not
address all aspects of U.S. Federal income taxation that may be relevant to a
particular shareholder in light of his or her personal investment circumstances
or to shareholders subject to special treatment under the U.S. Federal income
tax laws such as financial institutions, insurance companies, tax-exempt
organizations, qualified retirement plans, individual retirement accounts,
regulated investment companies, brokers, dealers and traders in securities and
currency, banks, trusts, persons that hold their Echo Bay common shares or TVX
common shares 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, U.S. expatriates, investors in pass-through
entities, shareholders who acquired their Echo Bay common shares or TVX common
shares through the exercise of options or otherwise as compensation or through a
tax-qualified retirement plan, holders of options and performance share units
granted under any benefit plan, persons subject to the alternative minimum tax
or persons that, as a result of the arrangement, 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 or local tax laws or the tax consequences in jurisdictions other than the
United States.
None of Kinross, TVX or Echo Bay have requested a ruling from the IRS with
respect to any of the U.S. Federal income tax consequences of the arrangement
and, as a result, there can be no assurance that the IRS (or a court) will not
disagree with or challenge any of the conclusions set forth herein.
HOLDERS OF ECHO BAY COMMON SHARES AND HOLDERS OF TVX COMMON SHARES ARE
URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE SPECIFIC TAX CONSEQUENCES
TO THEM OF THE ARRANGEMENT, INCLUDING THE APPLICABILITY AND EFFECT OF U.S.
FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS IN THEIR PARTICULAR
CIRCUMSTANCES.
For purposes of this discussion:
- "U.S. Holder" means:
- a citizen or resident of the United States;
- a corporation or other entity taxable as a corporation created or
organized under the laws of the United States or any political
subdivision thereof or therein;
- a trust if a U.S. court is able to exercise primary supervision over
the administration of the trust and one or more U.S. persons have the
authority to control all substantial decisions of the trust; or
- an estate the income of which is includable in gross income for U.S.
Federal income tax purposes regardless of its source; and
- "Non-U.S. Holder" means any person that is not a U.S. Holder.
If a partnership holds Echo Bay common shares or TVX common shares, the
consequences to a partner generally will depend upon the activities of the
partnership and the status of the partner. We urge a partner of a partnership
that holds Echo Bay common shares or TVX common shares to consult its tax
advisor regarding the specific tax consequences to the partner of the
arrangement.
This summary does not address the U.S. Federal income tax consequences of
the arrangement to Non-U.S. Holders, and such Non-U.S. Holders are accordingly
urged to consult their own tax advisors regarding the potential U.S. Federal
income tax consequences to them of the arrangement.
TAX CONSEQUENCES OF THE ARRANGEMENT TO ECHO BAY U.S. SHAREHOLDERS
The obligation of Echo Bay to complete the transactions contemplated by the
combination agreement is NOT conditional upon the receipt of an opinion of U.S.
counsel that the arrangement will be treated as a tax free
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reorganization for U.S. Federal income tax purposes and, in the event Echo Bay
does not receive such opinion, it is possible that such transactions could be
treated as a taxable transaction for U.S. Federal income tax purposes. Each Echo
Bay shareholder is urged to take this possibility into account when deciding
whether to vote for the arrangement.
Echo Bay has received an opinion from Cravath, Swaine & Moore, U.S. counsel
to Echo Bay, to the effect that, as of the date of this circular, the
arrangement will not cause recognition of income or gain for U.S. Federal income
tax purposes by Echo Bay or by the U.S. Holders of Echo Bay common shares. Such
opinion is based upon certain considerations, including those described below.
The Cravath opinion as to the material U.S. Federal income tax consequences
of the arrangement to holders of Echo Bay common shares is subject to certain
qualifications, assumes that the arrangement is consummated in accordance with
the terms of the combination agreement and as described in this circular and is
based upon currently applicable law and certain factual representations made by
Kinross to Echo Bay in a representation letter dated as of the date of this
circular, which representation letter was provided by Echo Bay to Cravath, and
certain factual representations made by Echo Bay in a representation letter
dated as of the date of this circular, which representation letter was also
provided by Echo Bay to Cravath. Any change in currently applicable law, which
may or may not be retroactive, or failure of any of such factual representations
or assumptions to be true, correct and complete in all material respects, could
affect the continuing validity of the Cravath tax opinion. The conclusions
reached in the Cravath tax opinion are:
- the exchange of Echo Bay common shares for Kinross common shares
pursuant to the arrangement will be treated as a reorganization within
the meaning of Section 368(a) of the Code and Kinross and Echo Bay will
each be a party to that reorganization within the meaning of Section
368(b) of the Code;
- no gain or loss will be recognized by U.S. Holders of Echo Bay common
shares on the exchange of such shares for Kinross common shares (except
as discussed below with respect to cash received in lieu of fractional
Kinross common shares) if, by virtue of the arrangement, they become
holders of less than 5% of the shares of Kinross, measured by either
voting rights or value. No gain will be recognized by U.S. Holders of
Echo Bay common shares on the exchange of such shares for Kinross common
shares if, by virtue of the arrangement, they become holders of 5% or
greater of the shares of Kinross measured by either voting rights or
value, provided such shareholders who have a gain on their shares enter
into gain recognition agreements with the IRS as required under Section
367 of the Code and the Treasury Regulations promulgated thereunder;
- the aggregate adjusted tax basis of the Kinross common shares received
in the arrangement (including any fractional interest) by a U.S. Holder
will be the same as the aggregate adjusted tax basis of such U.S.
Holder's Echo Bay common shares exchanged therefor;
- the holding period of Kinross common shares received in the arrangement
by a U.S. Holder will include the holding period of such U.S. Holder's
Echo Bay common shares exchanged therefor; and
- Echo Bay will not recognize gain or loss as a result of the arrangement.
The receipt of cash in lieu of a fractional Kinross Share by a U.S. Holder
of Echo Bay common shares will result in taxable gain or loss to such U.S.
Holder for U.S. Federal income tax purposes based upon the difference between
the amount of cash received by such U.S. Holder and such U.S. Holder's adjusted
tax basis in such fractional share as set forth above. Such gain or loss will
constitute capital gain or loss and will constitute long-term capital gain or
loss if the U.S. Holder's holding period is greater than one year as of the date
of consummation of the arrangement. For non-corporate U.S. Holders, any such
long-term capital gain generally will be taxed at a maximum U.S. Federal income
tax rate of 20%. The deductibility of capital losses is subject to limitations.
Under the combination agreement, Kinross has covenanted and agreed to
execute a customary letter of representation, dated as of the effective date of
the arrangement, which representation letter may be provided by Echo Bay to Echo
Bay's U.S. counsel in connection with a tax opinion to be delivered on the
effective date of the arrangement. Echo Bay is not obliged under the combination
agreement, but nevertheless intends, to provide a customary letter of
representation on the effective date of the arrangement. In addition, Echo Bay's
obligation to complete the transactions contemplated by the combination
agreement is not conditional upon the receipt of a tax opinion of U.S. counsel
to Echo Bay on the effective date of the arrangement. Echo Bay intends to
request from
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Cravath a tax opinion dated as of the effective date of the arrangement. If Echo
Bay does not receive a tax opinion on the effective date, because, for example:
- Kinross fails to provide a customary letter of representation to Echo
Bay due to a change in factual circumstances or otherwise;
- Echo Bay fails to provide its customary representation letter to U.S.
counsel due to a change in factual circumstances or otherwise; or
- there is a change in applicable law, which may or may not be
retroactive,
U.S. Holders of Echo Bay common shares cannot rely on the continuing validity of
the conclusions reached in the Cravath tax opinion discussed above. If this were
to occur, it is possible, but not certain, the tax consequences of the
arrangement would be materially different than those described above.
Specifically, if the exchange of Echo Bay common shares for Kinross common
shares pursuant to the arrangement did not qualify as a reorganization within
the meaning of Section 368(a) of the Code, a U.S. Holder of Echo Bay common
shares would recognize gain or loss equal to the difference between such U.S.
Holder's basis in the shares and the fair market value of the Kinross common
shares and any cash consideration (including cash in lieu of fractional Kinross
common shares) received. Such gain or loss would constitute capital gain or
loss, assuming the U.S. Holder holds the Echo Bay common shares as a capital
asset at the effective date and such gain or loss would constitute long-term
capital gain or loss if the U.S. Holder's holding period is greater than one
year as of the date of the consummation of the arrangement. For non-corporate
U.S. Holders, any such long-term capital gain generally would be taxed at a
maximum U.S. Federal income tax rate of 20%. The deductibility of capital losses
is subject to limitation.
BACKUP WITHHOLDING WITH RESPECT TO CASH PAID IN LIEU OF FRACTIONAL KINROSS
COMMON SHARES
Certain non-corporate U.S. Holders of Echo Bay common shares may be subject
to backup withholding, currently at a 30% rate, on cash payments received in
lieu of fractional Kinross common shares. Backup withholding will generally not
apply, however, to a U.S. Holder of Echo Bay common shares who:
- furnishes a correct taxpayer identification number and certifies that
he, she or it 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 Echo Bay shareholders following the consummation of the
arrangement; or
- is otherwise exempt from backup withholding.
TAX CONSEQUENCES OF THE ARRANGEMENT TO TVX U.S. SHAREHOLDERS
The obligation of TVX to complete the transactions contemplated by the
combination agreement is NOT conditional upon the receipt of an opinion of U.S.
counsel that the amalgamation of TVX and the subsidiary of Kinross pursuant to
the arrangement will be treated as a tax free reorganization for U.S. Federal
income tax purposes.
TVX has received an opinion, dated as of the date of this circular, from
Stoel Rives LLP, U.S. counsel to TVX, regarding the amalgamation of TVX and the
subsidiary of Kinross pursuant to the arrangement. Such opinion is based upon
certain considerations, including those described below.
The Stoel Rives opinion as to the material U.S. Federal income tax
consequences of the arrangement to TVX and the U.S. Holders of TVX common shares
is subject to certain qualifications, assumes that the arrangement is
consummated in accordance with the terms of the combination agreement and as
described in this circular and is based upon currently applicable law. Specific
legal precedent is not available for some of the conclusions that form a part of
this opinion. In addition, the Stoel Rives opinion is based on certain factual
representations made by Kinross to TVX in a representation letter dated as of
the date of this circular, which representation letter was provided by TVX to
Stoel Rives, and factual representations made by TVX in a representation letter
dated as of the date of this circular, which representation letter was also
provided by TVX to Stoel Rives LLP. Among other things, TVX will represent that
TVX is not, and has not been at any time:
- a "controlled foreign corporation" as defined in Section 957(a) of the
Code;
- a "foreign personal holding company" as defined in Section 552 of the
Code;
- a "passive foreign investment company" as defined in Section 1297 of the
Code; or
- a "foreign investment company" as defined in Section 1246(b) of the
Code.
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Any change in currently applicable law, which may or may not be retroactive, or
failure of any of the factual representations or assumptions to be true, correct
and complete in all material respects, could affect the conclusions expressed in
the Stoel Rives tax opinion and could cause TVX and the U.S. Holders of TVX
common shares to recognize gain or loss, for U.S. Federal income tax purposes.
The conclusions reached in the Stoel Rives tax opinion are that, while it is not
entirely free from doubt:
- the amalgamation of TVX and the subsidiary of Kinross pursuant to the
arrangement will be treated as a reorganization within the meaning of
Section 368(a) of the Code and Kinross and TVX will each be a party to
that reorganization within the meaning of Section 368(b) of the Code;
- no gain or loss will be recognized by a U.S. Holder of TVX common shares
on the exchange of such shares for Kinross common shares (except as
discussed below with respect to cash received in lieu of fractional
Kinross common shares or cash received by dissenting U.S. Holders) if
the U.S. Holder is considered to own (applying certain attribution
rules) less than 5% of the shares of Kinross, measured by either voting
rights or value, immediately after the exchange. No gain will be
recognized by a U.S. Holder of TVX common shares on the exchange of such
shares for Kinross common shares if the U.S. Holder owns 5% or more
(applying certain attribution rules) of the shares of Kinross, measured
by either voting rights or value, immediately after the exchange,
provided such shareholder enters into a gain recognition agreement with
the IRS as required under Section 367 of the Code and the Treasury
Regulations promulgated thereunder. We urge each U.S. Holder of TVX
common shares to consult its own U.S. tax advisor regarding the U.S.
Federal income tax consequences of filing a gain recognition agreement
with the IRS and the filing requirements thereto. Each such U.S. Holder
may also have to comply with certain reporting requirements under
Section 367 and the Treasury Regulations thereunder. Likewise, we urge
each such U.S. Holder to consult its own U.S. tax advisor regarding such
reporting requirements;
- to the extent gain is not recognized by a U.S. Holder, the aggregate
adjusted tax basis of the Kinross common shares received by the U.S.
Holder of TVX common shares will be the same as the aggregate adjusted
tax basis of such U.S. Holder's TVX common shares exchanged therefor;
- to the extent gain is not recognized by a U.S. Holder, the holding
period of Kinross common shares received in the arrangement by the U.S.
Holder will include the holding period of such holder's TVX common
shares exchanged therefor; and
- TVX will not recognize any gain or loss as a result of the arrangement.
A U.S. Holder of TVX common shares who receives cash instead of a
fractional Kinross common share will generally recognize capital gain or loss
for U.S. Federal income tax purposes based on the difference between the amount
of the cash received instead of a fractional share and the U.S. Holder's tax
basis in such fractional share.
A U.S. Holder of TVX common shares who dissents to the amalgamation will
generally recognize capital gain or loss for U.S. Federal income tax purposes in
an aggregate amount equal to the difference between the amount of cash received
and the shareholder's tax basis in the dissenting shares.
Capital gain or loss will constitute long-term capital gain or loss if the
U.S. Holder's holding period is greater than one year as of the date of the
consummation of the arrangement. For non-corporate U.S. Holders, long-term
capital gain generally will be taxed at a maximum U.S. Federal income tax rate
of 20%. The deductibility of capital losses is subject to limitations.
Under the combination agreement, Kinross has covenanted and agreed to
execute a customary letter of representation, dated as of the date of this
circular, which representation letter may be provided by TVX to TVX's U.S.
counsel in connection with a tax opinion to be delivered on the date of this
circular. TVX is not obligated under the combination agreement, but nevertheless
intends, to provide a customary letter of representation on the date of this
circular. In addition the amalgamation of TVX and the subsidiary of Kinross
pursuant to the arrangement is not conditional upon the receipt of a tax opinion
from TVX's U.S. counsel. TVX does not anticipate seeking a tax opinion of U.S.
counsel on the effective date of the arrangement.
If the amalgamation of TVX and the subsidiary of Kinross pursuant to the
arrangement did not qualify as a reorganization within the meaning of Section
368(a) of the Code, both the U.S. Holders of TVX common shares and TVX may
recognize gain or loss, for U.S. Federal income tax purposes. If the
amalgamation does not qualify as a reorganization, each U.S. Holder of TVX
common shares would recognize capital gain or loss for U.S. Federal income
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tax purposes equal to the difference between such holder's tax basis in the
shares and the fair market value of the Kinross common shares and any cash
consideration received (including cash in lieu of fractional Kinross common
shares and cash received by a dissenting U.S. Holder). In addition, such capital
gain or loss would constitute long-term capital gain or loss if the U.S.
Holder's holding period is greater than one year as of the date of the
consummation of the arrangement. For non-corporate U.S. Holders, long-term
capital gain generally would be taxed at a maximum U.S. Federal income tax rate
of 20%. The deductibility of capital losses is subject to limitation.
BACKUP WITHHOLDING WITH RESPECT TO CASH PAID IN LIEU OF FRACTIONAL KINROSS
COMMON SHARES
Certain non-corporate U.S. Holders of TVX common shares may be subject to
backup withholding, currently at a 30% rate, on cash payments received in lieu
of fractional Kinross common shares. Backup withholding generally will not
apply, however, to a U.S. Holder of TVX common shares who:
- furnishes a correct taxpayer identification number and certifies that
he, she or it 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 the holders of TVX common shares following the consummation
of the arrangement; or
- is otherwise exempt from backup withholding.
TAX CONSEQUENCES OF OWNING AND DISPOSING OF KINROSS COMMON SHARES
The following discussion summarizes the material U.S. Federal income tax
consequences to U.S. Holders of Kinross common shares arising from the ownership
and disposition of Kinross common shares.
TAXATION OF DIVIDENDS ON COMMON SHARES
Subject to the discussion under "Other Considerations" below, the gross
amount of a distribution of cash or property (including any amounts withheld in
respect of Canadian withholding tax, but not including certain distributions of
shares distributed pro rata to all shareholders of Kinross) with respect to the
Kinross common shares will be includable in income by a U.S. Holder of Kinross
common shares 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 included in gross income
when received by (or otherwise made available to) a U.S. Holder of Kinross
common shares, and will be characterized as ordinary income for U.S. Federal
income tax purposes. Distributions in excess of Kinross' current and accumulated
earnings and profits will be applied against and will reduce the U.S. Holder's
tax basis in the Kinross common shares and, to the extent in excess of such tax
basis, will be treated as gain from a sale or exchange of such common shares.
U.S. corporate holders of Kinross common shares will not be allowed a deduction
for dividends received in respect of distributions on the common shares. The
amount includable in the U.S. Holder's income will be the U.S. dollar value, on
the date of receipt of the foreign currency distributed, 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 included in a U.S. Holder's income to the date the foreign
currency is converted into U.S. dollars will generally be treated as ordinary
income or loss.
A dividend distribution will be treated as foreign source income and
generally will be classified as "passive income" or "financial services income"
for U.S. foreign tax credit purposes. If Canadian withholding taxes are imposed
with respect to such dividend, the U.S. Holder of Kinross common shares 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 the U.S. Holder's gross income will be greater than
the amount of cash actually received with respect to such dividend income. A
U.S. Holder of Kinross common shares may be able, subject to certain generally
applicable limitations, to claim a foreign tax credit or a deduction for any
Canadian withholding taxes imposed on dividend payments. Special rules apply to
certain individuals whose foreign source income during a taxable year consists
entirely of "qualified passive income" and whose creditable foreign taxes paid
or secured during the taxable year do not exceed $300 ($700 in the case of a
joint return). 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 of Kinross common shares that elects to deduct foreign
taxes, the availability of deductions, involve the application of rules that
depend on a U.S. Holder's particular circumstances. We urge U.S. Holders of
Kinross common shares to consult their own tax advisors regarding the
application of the U.S. foreign tax credit rules to dividend income on the
Kinross common shares.
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TAXATION ON SALE OR EXCHANGE OF COMMON SHARES
Upon the sale, redemption or other disposition of a common share, a U.S.
Holder generally will recognize gain or loss equal to the difference between the
amount realized and his or her adjusted tax basis in the common shares.
Generally the U.S. dollar value of the amount realized by a U.S. Holder of
Kinross common shares that:
- receives foreign currency on the sale or other disposition of a common
share; and
- 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 dispositions).
Except as provided under "Other Considerations" below, gain or loss
recognized on the sale or other disposition of a Kinross common share will be
capital gain or loss. 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 U.S. foreign tax credit; however, because
the gain generally will be U.S.-source gain, a U.S. Holder of Kinross common
shares might not be able to use the credit otherwise available. Any loss
recognized generally will be allocated to reduce U.S.-source income. We urge
U.S. Holders of Kinross common shares to consult their own tax advisors
regarding the foreign tax credit implications of the sale, redemption or other
disposition of common shares.
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 30% 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.
persons who are required to establish their exempt status generally must provide
IRS Form W-9 (Request for Taxpayer Identification Number and Certification). We
urge persons in doubt as to the necessity of furnishing this form to consult
their own tax advisors. Non-U.S. Holders of Kinross common shares 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.
status (generally on IRS Form W-8BEN) in connection with payments received in
the United States or through certain U.S. related financial intermediaries.
Amounts withheld as backup withholding may be credited against a holder's
U.S. Federal income tax liability. A 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.
OTHER CONSIDERATIONS
Kinross believes that it has not been and does not expect to become a
"foreign personal holding company" (a "FPHC") or a "controlled foreign
corporation" (a "CFC"). If more than 50% of the voting power or value of Kinross
stock were owned (actually or constructively) by U.S. Holders who each owned
(actually or constructively) 10% or more of the voting power of Kinross stock
("10% Shareholders"), then Kinross would become a CFC and each 10% Shareholder
would be required to include in its taxable income as a constructive dividend an
amount equal to its share of certain undistributed income of Kinross. If more
than 50% of the voting power or value of Kinross stock were owned (actually or
constructively) by five or fewer individuals who are citizens or residents of
the United States and 60% or more of Kinross' income consisted of certain
interest, dividend or other enumerated types of income, Kinross would be a FPHC.
If Kinross were a FPHC, then each U.S. Holder (regardless of the amount of
Kinross stock owned by such U.S. Holder) would be required to include in its
taxable income as a constructive dividend its share of Kinross' undistributed
income of special types.
If 75% or more of Kinross' annual gross income has ever consisted of, or
ever consists of, "passive" income or if 50% or more of the average value of
Kinross' assets in any year has ever consisted of, or ever consists of, assets
that produce, or are held for the production of, such "passive" income, then
Kinross would be or would become a "passive foreign investment company" (a
"PFIC"). Kinross does not expect be a PFIC for the 2002 year and does not expect
to
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become a PFIC. However, the application of the PFIC provisions of the Code to
mining companies is somewhat unclear. Therefore, no assurance can be made
regarding the PFIC status of Kinross.
If Kinross were to be a PFIC, then a U.S. Holder would be required to pay
an interest charge together with tax calculated at maximum tax rates on certain
"excess distributions" (defined to include gain on the sale of stock) unless
such U.S. Holder made an election either to include in his or her taxable income
certain undistributed amounts of Kinross' income or mark to market his or her
Kinross common shares at the end of each taxable year as set forth in Section
1296 of the Code.
U.S. HOLDERS OF TVX COMMON SHARES AND ECHO BAY COMMON SHARES ARE URGED TO
CONSULT THEIR OWN TAX ADVISORS REGARDING THE POTENTIAL APPLICATION OF THE RULES
DESCRIBED ABOVE TO THEIR PARTICULAR TAX SITUATIONS.
KINROSS AFTER COMPLETION OF THE COMBINATION
GENERAL
After completion of the combination, the business and operations of TVX and
Echo Bay will be managed and operated as subsidiaries of Kinross. Kinross
expects that the business operations of Kinross, TVX and Echo Bay will be
consolidated and the principal executive office of the combined company will be
located at Suite 5200, Scotia Plaza, 40 King Street West, Toronto, Ontario,
Canada, M5H 3Y2 (telephone number 416-365-5123).
Following the completion of the combination, Kinross' annual gold
production is expected to be approximately two million ounces at total cash
costs of less than $200 per ounce. This production rate will be supported by
proven and probable reserves containing 17.6 million ounces of gold and 52.6
million ounces of silver. Although global in reach, Kinross will have
approximately 65% of its annual production and approximately 50% of its reserves
based in the United States and Canada. Kinross will be the seventh largest
primary gold producer in the world and the only senior North American based
primary gold producer with less than 5% of its reserves hedged. Kinross will
operate and maintain joint venture interests in 13 gold mines and one base metal
mine located on five continents, including seven underground mines, five open
pit mines and two operations expected to include both open pit and underground
mines.
CHIEF EXECUTIVE OFFICER
Mr. Robert M. Buchan, who is currently President and Chief Executive
Officer of Kinross, will continue to be President and Chief Executive Officer of
Kinross following the effective date of the combination.
DIRECTORS
Following completion of the combination, the Kinross board will consist of
ten directors as set forth below.
ROBERT M. BUCHAN, age 54, has been the President and Chief Executive
Officer of Kinross since July 2002, prior to which he was Chairman and Chief
Executive Officer since May 1993 and has been a director of Kinross since May
31, 1993. Prior to that date he was the Vice Chairman of Dundee Bancorp. Inc.,
an investment management company. Mr. Buchan is a director of E-Crete Products,
Inc., an affiliate of Kinross, and Pacific Rim Mining Corporation. Mr. Buchan
resides in Toronto, Ontario.
JOHN A. BROUGH, age 55, has been President of Torwest Inc. since February
1998, prior to which he was Executive Vice President and Chief Financial Officer
of iStar Internet Inc. Prior to 1996 Mr. Brough was Senior Vice President and
Chief Financial Officer of Markbrough Properties Inc. Mr. Brough has been a
director of Kinross since January 1994. Mr. Brough is a director of Torwest Inc.
and Windsor Properties Inc. Mr. Brough resides in Vero Beach, Florida.
HARRY S. CAMPBELL, Q.C., age 53, is the Managing Partner of the law firm of
Burnet, Duckworth & Palmer, LLP, Calgary, Alberta. Mr. Campbell has been a
director of TVX since June 2001. Mr. Campbell resides in Calgary, Alberta.
ARTHUR H. DITTO, age 60, has been Vice Chairman of Kinross since April
2002. Prior to that, Mr. Ditto was the President and Chief Operating Officer of
Kinross since May 1993. Prior to that date, Mr. Ditto was the President and
Chief Executive Officer of Plexus Resources Corporation. Mr. Ditto is also a
director of E-Crete Products, Inc., an affiliate of Kinross, and Montana Tech
Foundation. Mr. Ditto has been a director of Kinross since May 31, 1993. Mr.
Ditto resides in Aurora, Ontario.
DAVID HARQUAIL, age 45, has been President and Managing Director of Newmont
Capital Limited since May 15, 2002. Prior to that date, Mr. Harquail was the
Senior Vice President of Newmont Mining Corporation of Canada Limited (formerly
Franco-Nevada Mining Corporation Limited). Mr. Harquail resides in Denver,
Colorado.
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JOHN M. H. HUXLEY, age 56, has been a principal of Algonquin Power
Corporation Inc. since June 1998. Prior to that, Mr. Huxley was the President
and Chief Executive Officer of Algonquin Power Corporation Inc. since January
1990. Mr. Huxley has been a director of Kinross since May 1993. Mr. Huxley is a
director of Algonquin Power Income Fund and resides in Toronto, Ontario.
ROBERT L. LECLERC, age 58, has been Chairman and Chief Executive Officer of
Echo Bay since April 1997, and was Chairman of Echo Bay from May 1996 to April
1997. Mr. Leclerc is a director of Minefinders Corporation Ltd. and resides in
Highlands Ranch, Colorado.
GEORGE F. MICHALS, age 67, has been Chairman of TVX since July 12, 2001. He
is President of Baymont Capital Resources Inc. and resides in Orangeville,
Ontario.
CAMERON A. MINGAY, age 50, is a partner of the law firm of Cassels Brock &
Blackwell LLP. Prior to June 1999 Mr. Mingay was a partner of Smith Lyons LLP.
Mr. Mingay is also a director and Corporate Secretary of Waverider
Communications Inc. Mr. Mingay resides in Toronto, Ontario.
JOHN E. OLIVER, age 52, has been Executive Managing Director and Co-Head of
Scotia Capital U.S. since October 1999. Prior to that, Mr. Oliver was Senior
Vice President, Corporate and Real Estate Banking of Bank of Nova Scotia, since
May 1997 and was Senior Vice President, Real Estate Banking of Bank of Nova
Scotia from March 1987. Mr. Oliver has been a director of Kinross since March
1995. Mr. Oliver resides in San Francisco, California.
OWNERSHIP OF KINROSS AFTER THE COMBINATION
Following the combination, Echo Bay and the corporation formed on the
amalgamation of TVX and 4082389 Canada Inc., the newly-formed wholly-owned
subsidiary of Kinross, will be wholly-owned subsidiaries of Kinross, and
Kinross' current shareholders will hold approximately 43% of Kinross'
outstanding common shares, the current shareholders of TVX (excluding Newmont)
will hold approximately 30%, Newmont will own approximately 14% and the current
shareholders of Echo Bay (excluding Newmont and Kinross) will hold approximately
13% of Kinross' outstanding common shares.
Based on the number of common shares of each of Echo Bay, Kinross and TVX
outstanding at November 30, 2002 and the Kinross common shares issued pursuant
to the unit offering completed on December 5, 2002, and assuming the
consolidation of the Kinross common shares on a one for three basis immediately
prior to the completion of the combination, Kinross will have a total of
313,559,067 common shares outstanding after the completion of the arrangement,
which will be held as follows:
CONSOLIDATED
KINROSS KINROSS PERCENTAGE
PRIOR TO THE EXCHANGE COMMON COMMON OWNERSHIP
ARRANGEMENT RATIO SHARES SHARES 1:3 OF KINROSS
------------ -------- ----------- ------------ ----------
Kinross -- current shareholders........... 408,478,727 N/A 408,478,727 136,159,576 43.42
TVX -- current shareholders (excluding
Newmont)................................ 42,788,343 6.5 278,124,230 92,708,077 29.57
Echo Bay -- current shareholders
(excluding Newmont and Kinross)......... 239,151,851 0.52 124,358,963 41,452,988 13.22
Newmont -- current TVX ownership
interest................................ 356,665 6.5 2,318,323 772,774 0.25
Newmont -- current Echo Bay ownership
interest................................ 244,994,150 0.52 127,396,958 42,465,653 13.54
Newmont -- total..................... -- -- 129,715,281 43,238,427 13.79
----------- ----------- ------
Total pro forma ownership................. 940,677,200 313,559,067 100.00
=========== =========== ======
CAPITAL STRUCTURE
The authorized capital of Kinross following the combination will consist of
an unlimited number of common shares and 384,613 Kinross preferred shares. In
addition, Kinross issued Cdn.$200 million aggregate principal amount of 5.5%
convertible subordinated unsecured debentures in 1996, of which Cdn.$195.6
million remain outstanding, and its subsidiary, Kinam Gold Inc., has outstanding
1,840,000 preferred shares which are convertible into Kinross common shares.
S-69
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.
Liquidation. In the event of the dissolution, liquidation or winding up of
Kinross, holders of 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.
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 instalments 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 common shares on
the basis of 8.2555 Kinross common shares (or 2.752 Kinross common shares after
giving effect to the proposed one for three Kinross share consolidation) 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.
CONVERTIBLE DEBENTURES
The 5.5% convertible subordinated unsecured debentures of Kinross were
issued pursuant to an indenture dated December 5, 1996 made between Kinross and
Montreal Trust Company of Canada (now Computershare Trust Company of Canada) as
trustee. At the holder's option, the Kinross debentures are convertible into
Kinross common shares at a conversion price of Cdn.$13.35 per share, being a
rate of 74.906 common shares per Cdn.$1,000 principal
S-70
amount of Kinross debentures (or 24.969 Kinross common shares after giving
effect to the proposed one for three Kinross share consolidation). The Kinross
debentures are redeemable at any time at par plus accrued and unpaid interest.
Kinross may, at its option, elect to satisfy its obligation to pay the principal
amount of the Kinross debentures upon redemption or at maturity by issuing and
delivering to the holders, for each Cdn.$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 that 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.
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 1,616,372 of the issued and outstanding Kinam preferred
shares, representing approximately 87.8% of the outstanding number of such
shares.
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 $10.3073 per share (equivalent to a conversion
rate of 4.8512 Kinross common shares (or 1.617 Kinross common shares after
giving effect to the proposed one for three Kinross share consolidation) 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 warrants of Kinross are outstanding (prior to the proposed one
for three Kinross share consolidation).
One whole common share purchase warrant is 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.$5.00. 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.
SHAREHOLDER RIGHTS PLAN
Kinross adopted a shareholder rights plan, effective as of November 3,
2000. The purpose of the plan is to provide the board of directors of Kinross
with sufficient time to explore and develop initiatives for increasing
shareholder value if a takeover bid is made for Kinross. Under the plan, one
right is attached to each Kinross common share. Each right permits the holder to
acquire common shares at a substantial discount to the market price. The rights
become separable from the common shares and exercisable only in specified
circumstances. In connection with the arrangement, Kinross will ask the Kinross
shareholders to terminate the plan. The termination of the plan is necessary to
ensure that Canadian holders of TVX common shares and Echo Bay common shares are
able to receive tax-deferred "roll-over" and adjusted cost base flow-through
treatment in connection with the arrangement.
S-71
RESERVES
The following table sets forth the ownership share of the proven and
probable reserves of each of Kinross, TVX, Echo Bay and Newmont's interest in
the TVX Newmont Americas joint venture as at December 31, 2001, and on a
combined basis. Since December 31, 2001, there has been no material change to
the reserves reported in the following table, except as set out in Note 3 to the
table.
The mineral reserves presented herein comply with the reserves categories
of Industry Guide 7 applied in the United States by the Securities and Exchange
Commission.
In addition, the proven mineral reserves and probable mineral reserves
categories used herein comply with the proven mineral reserves and probable
mineral reserves categories adopted by the Canadian Institute of Mining,
Metallurgy and Petroleum which are incorporated by reference in National
Instrument 43-101, which has been adopted by provincial securities regulatory
authorities in Canada.
GOLD SILVER
GRADE GRADE CONTAINED CONTAINED
MINE GRAMS/ GRAMS/ OUNCES OUNCES
MINE(1) OWNERSHIP TONNES TONNE TONNE GOLD SILVER
------- --------- -------------- ------ ------ -------------- --------------
(%) (in thousands) (in thousands) (in thousands)
KINROSS(2)
Hoyle Pond(3)...................... 100 921 13.74 -- 407 --
Pamour (undeveloped)(3)(4)......... 100 14,167 1.65 -- 753 --
Fort Knox and area(5).............. 100 85,645 1.01 -- 2,768 --
Stockpile(6)..................... 100 18,275 0.54 -- 315 --
Kubaka............................. 54.7 411 20.58 18.15 272 500
Stockpile(6)..................... 54.7 446 5.44 -- 78 --
Pacific Rim-Denton-Rawhide......... 15.7 1,315 0.78 11.35 33 480
Refugio............................ 50 23,555 0.93 -- 706 --
------ ------
SUBTOTAL......................... 5,332 980
TVX(2)
La Coipa........................... 25 10,440 1.19 56.9 399 19,106
Crixas(7).......................... 25 1,059 7.33 -- 250 --
Brasilia........................... 24.5 90,601 0.43 -- 1,246 --
New Britannia...................... 25 573 4.86 -- 89 --
Musselwhite........................ 16 2,058 5.53 -- 366 --
Skouries
(undeveloped)(4)(8)(9)(10)....... 100(11) 129,548 0.89 -- 3,715 --
Stratoni(9)(10)(11)................ 100(11) 2,085 -- 200.1 -- 13,413
------ ------
SUBTOTAL......................... 6,065 32,519
ECHO BAY(2)(12)
Round Mountain..................... 50 107,492 0.65 -- 2,244 --
Lupin.............................. 100 1,240 8.78 -- 350 --
Kettle River....................... 100 117 6.65 -- 25 --
Aquarius Project (undeveloped)..... 100 15,900 2.33 -- 1,189 --
------ ------
SUBTOTAL......................... 3,808 --
NEWMONT INTEREST(2)
La Coipa........................... 25 10,440 1.19 56.9 399 19,106
Brasilia........................... 24.5 90,601 0.43 -- 1,246 --
Crixas(7).......................... 25 1,059 7.33 -- 250 --
Musselwhite........................ 16 2,058 5.53 -- 366 --
New Britannia...................... 25 573 4.86 -- 89 --
------ ------
SUBTOTAL......................... 2,350 19,106
------ ------
COMBINED PROVEN AND PROBABLE
RESERVES......................... 17,555 52,605
====== ======
---------------
S-72
Notes:
(1) The above reserve table has been prepared based on the more detailed reserve
information contained in Schedules A, B and C to this circular and the
Renewal Annual Information Form of Kinross dated May 9, 2002 (as amended
November 18, 2002), the Renewal Annual Information Form of TVX dated April
11, 2002 (which includes reserve information for the Newmont interest) and
the Annual Report on Form 10-K of Echo Bay for the year ended December 31,
2001, and is subject to the qualifications and footnotes expressed therein.
National Instrument 43-101 requires that each category of proven and
probable reserves be reported separately. For the detailed information
concerning the reserves of each of Kinross, TVX (including the Newmont
interest) and Echo Bay reported separately by proven reserve and probable
reserve categories, readers should review the reserve tables contained in
Schedules A, B and C to this circular and the Kinross Renewal Annual
Information Form, the TVX Renewal Annual Information Form and the Echo Bay
Annual Report on Form 10-K. Kinross, TVX and Echo Bay do not expect that the
combination will impact the reserve figures reported above.
(2) The respective reserves of Kinross and Echo Bay are calculated using a gold
price of $300 per ounce for all mines, except for Pacific Rim-Denton
Rawhide, which is based on a $325 gold price. Silver reserves are calculated
using a silver per ounce price of $5.00 for Kinross, except for Pacific
Rim-Denton Rawhide, which is based on a $5.20 silver price.
The respective reserves of TVX and Newmont's interest in the TVX Newmont
Americas joint venture were estimated as at December 31, 2001 using cut-off
grades as determined from the following metal price assumptions:
2001 METAL PRICE ASSUMPTIONS
--------------------------------------------------
GOLD SILVER ZINC LEAD COPPER
----------- ------ ---- ----------- ------
($ per ounce) ($ per pound)
MINES
La Coipa.................................................... 265 4.65 -- -- --
Crixas...................................................... 300 -- -- -- --
Brasilia.................................................... 300 -- -- -- --
New Britannia............................................... 300 -- -- -- --
Musselwhite................................................. 275 -- -- -- --
Stratoni(10)................................................ -- 4.25 0.37 0.23 --
--- ---- ---- ---- ----
PROJECTS
Skouries(10)................................................ 300 -- -- -- 0.80
--- ---- ---- ---- ----
Gold and silver prices used for estimated reserve cut-off values at the
operations vary depending upon the estimates made by the mine operators.
Variations in base metal and silver prices used for determining cut-off
values are dependent upon the operational status of the site.
(3) The above table does not take into account changes to reserve data that will
result from the Porcupine joint venture formed by Kinross and Placer Dome
(CLA) Limited on July 1, 2002 pursuant to which Placer's Dome mine and
Kinross' Hoyle Pond mine and mill, Pamour and Nighthawk Lake mines and the
Bell Creek mill were integrated into a joint venture to be managed by Placer
or a Placer affiliate. Kinross and Placer hold a 49% and a 51% participating
interest, respectively, in the Porcupine joint venture. Because the
Porcupine joint venture was recently formed, the economic impact of
integrating these assets is still in the process of being assessed, as is
the effect on the reserves attributable to the properties comprising the
joint venture. Kinross anticipates that the economic impact of integrating
these properties will be beneficial, primarily because of lower milling
costs.
(4) While Pamour 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. Kinross 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 permits. There
are no known technical, environmental, cultural or socio-economic
impediments that would prevent the issuance of permits for the area south of
Highway 101. Accordingly, Kinross 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. Please see page A-18 for additional
information.
While Skouries has final feasibility studies, Skouries is subject to
permitting from the Greek authorities. TVX anticipates that the permitting
process for Skouries will commence in 2003. The estimated period for the
completion of all necessary permitting for the commencement of construction
at Skouries is approximately three and a half to four years. TVX believes
there is a high level of assurance that the project will receive all
required approvals for development. It is the current intention of TVX to
seek a joint venture partner in connection with the development of Skouries.
Please see page B-35 for additional information.
(5) The Ryan Lode Project and Gil property, which are part of Fort Knox and
area, are undeveloped. 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.
(6) "Stockpile" means broken ore heaped on surface, pending treatment or
shipment. In the case of Fort Knox, stockpile includes mill feed that will
be stockpiled for future processing. "Mill feed" means in situ ore that is
anticipated to be added to the "stockpile" of broken ore after it is mined,
based on an indicated block model grade that is lower than average proven
and probable reserve grade. Of the 18,275,000 tonnes of reserves reported
for stockpile at Fort Knox, 16,618,000 tonnes of proven reserves are
"low-grade stockpiled inventory" and 1,657,000 tonnes of probable reserves
are "mill feed". The stockpile quantity is calculated from a volume survey
of the broken ore. The grade is assigned to the stockpile based on
production records. Any remaining stockpiles will be processed at the end of
the mine life, which is anticipated to be in 2007
S-73
for Fort Knox and 2003 for Kubaka. Kinross has not capitalized costs
associated with the 16,618,000 tonnes of low-grade stockpiled inventory
because, at gold prices below $300 per ounce, it is uncertain if or when
these reserve quantities will be processed.
(7) TVX maintains a 50% legal interest, of which Newmont holds a 25% economic
interest.
(8) Skouries contains proven and probable reserves of copper of 725,000 tonnes
(0.56% grade), subject to permitting.
(9) Local action groups have applied to have mining permits for TVX's Stratoni
base metals operations annulled. This action was heard on June 7, 2002. The
Judge Rapporteur who reviewed the petition expressed the opinion that an
environmental impact study may be required in support of the permits.
However, the Judge accepted the opposite opinion may also be supported, i.e.
that the activities covered by the new permits do not cause a substantive
environmental change as compared with the previous mining activities and,
therefore, no new environmental impact study is required. On December 9,
2002, TVX was advised that the Greek Conseil D'Etat had released its
decision on the challenge to the Stratoni mining permits. TVX has been
informed that the court ruled that TVX Hellas is not required to submit a
new environmental impact study to support the technical study and 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. TVX is continuing to assess the
impact of the decision and mining operations are continuing pending receipt
of the new mining permits. The Greek Government has undertaken to obtain the
necessary decisions and has advised that, in the meantime, the continued,
unobstructed operations of TVX Hellas are secure. It is anticipated that
re-approval of the permits will be issued in January 2003. In the event that
TVX is not able to continue mining operations pending receipt of the new
mining permits or the new mining permits are denied, mining operations may
be suspended. In the event of a suspension of mining operations, TVX will
not generate revenue from such operations for the duration of the
suspension. In the event of the long term or permanent suspension of mining
operations at Stratoni, it is unlikely that TVX would continue to report the
mineralization as reserves.
(10) Subject to a 12% carried interest and a right to acquire a 12%
participating interest in favour of certain third parties. For a more
detailed description of these interests, please see Schedule B to this
circular under the heading entitled "Legal Proceedings -- The Hellenic Gold
Properties Litigation".
(11) In addition, Stratoni contains proven and probable reserves of zinc and
lead of 227,000 tonnes (10.9% grade) and 165,000 tonnes (7.9% grade),
respectively.
(12) Excludes the McCoy/Cove mine which is to be conveyed to Newmont pursuant to
an agreement dated June 9, 2002, as amended as of November 19, 2002, the
completion of which is contingent upon the completion of the combination.
At March 31, 2002, mining and processing activities were completed at this
mine. Reclamation activities, which were initiated in 2000, are now fully
underway.
SUMMARY OPERATING INFORMATION
The following table sets forth certain information relating to the
production of gold and silver by Kinross, TVX, Echo Bay and Newmont's interest
in the TVX Newmont Americas joint venture, and their pro forma production of
gold and silver for the years indicated. "Average total cash costs" is furnished
to provide additional information and is not a calculation prepared in
accordance with generally accepted accounting principles. It should not be
considered in isolation as a substitute for measures of performance prepared in
accordance with generally accepted accounting principles and is not necessarily
indicative of operating profit or cash flow from operations as determined under
generally accepted accounting principles. The data included in the table was
derived from Schedules A, B and C to this circular. "Average total cash costs"
figures are calculated in accordance with the "The Gold Institute Production
Cost Standard". The Gold Institute is a worldwide association of suppliers of
gold and gold products and includes leading North American gold producers. The
association members adopted the Standard in 1996. Although adoption of the
Standard is voluntary and the cost measures presented below may not be
comparable to other similarly titled measures of other companies, it has been
the accepted standard of reporting cash costs of production in North America
since that time. Costs are derived from amounts included in the consolidated
statement of operations for each of the parties and include mine site operating
costs such as mining, processing, administration, royalties and production
taxes, but are exclusive of amortization, reclamation, capital, development and
exploration costs. These costs are then divided by ounces produced to arrive at
the total cash costs of production. The measure, along with production and unit
realized price of production, is considered to be a key indicator of a company's
ability to generate operating earnings and cash flow from its mining operations.
S-74
2001 2000 1999
---------- ---------- ----------
KINROSS(1)
Production (ounces)
Gold....................................................... 937,852 932,423 997,958
Silver..................................................... 430,997 638,515 771,626
Total gold equivalent(2)................................... 944,803 943,798 1,012,408
Average realized price ($ per ounce)
Gold....................................................... 296 298 300
Silver..................................................... 4.37 4.95 5.22
Average total cash costs(3) ($ per gold equivalent
ounce)................................................... 193 202 196
TVX
Production (ounces)(4)
Gold....................................................... 189,000 208,000 234,400
Silver..................................................... 3,029,900 2,773,100 8,733,500
Total gold equivalent(2)................................... 237,800 257,100 398,000
Average realized price ($ per ounce)
Gold....................................................... 306 351 393
Silver..................................................... 3.94 3.85 4.17
Average total cash costs(3) ($ per gold equivalent
ounce)................................................... 180 178 170
ECHO BAY(5)
Production (ounces)
Gold....................................................... 657,784 694,663 499,836
Silver..................................................... 6,451,425 12,328,297 8,430,072
Total gold equivalent(2)................................... 762,329 915,863 657,216
Average realized price ($ per ounce)
Gold....................................................... 281 294 335
Silver..................................................... 4.77 5.21 5.22
Average total cash costs(3) ($ per gold equivalent
ounce)................................................... 233 204 226
NEWMONT INTEREST IN TVX NEWMONT AMERICAS JOINT VENTURE(6)
Production (ounces)
Gold....................................................... 189,000 208,000 93,500
Silver..................................................... 3,029,900 2,773,100 1,551,500
Total gold equivalent(2)................................... 237,800 257,100 122,700
Average total cash costs(3) ($ per gold equivalent
ounce)................................................... 180 178 172
PRO FORMA PRODUCTION (OUNCES)
Gold....................................................... 1,973,636 2,043,086 1,825,694
Silver..................................................... 12,942,222 18,513,012 19,486,698
Total gold equivalent(2)................................... 2,182,732 2,373,861 2,190,324
Average total cash costs(3) ($ per gold equivalent
ounce)................................................... 204 197 199
---------------
Notes:
(1) On July 1, 2002, the Porcupine joint venture was formed by Kinross and
Placer Dome (CLA) Limited pursuant to which Placer's Dome mine and Kinross'
Hoyle Pond mine and mill, Pamour and Nighthawk Lake mines and the Bell Creek
mill were integrated into a joint venture to be managed by Placer or a
Placer affiliate. Kinross and Placer hold a 49% and a 51% participating
interest in the Porcupine joint venture, respectively.
(2) Total gold equivalent calculations are based on different ratios of gold and
silver for Kinross, TVX, Echo Bay and the Newmont interest in the TVX
Newmont Americas joint venture. For Kinross, total gold equivalent is
calculated using the average spot market prices of gold and silver for the
three comparative years, which were 62.00:1 in 2001, 56.33:1 in 2000 and
53.40:1 in 1999. For TVX and the Newmont interest in the TVX Newmont
Americas joint venture, total gold equivalent is determined by using the
ratio of the spot gold price to the spot silver price on the day that the
production is sold. For Echo Bay, the ratio used was an average gold to
silver price ratio of 61.7:1 in 2001, 55.7:1 in 2000 and 53.6:1 in 1999.
(3) Total cash costs directly related to the physical activities of producing
gold, plus royalties.
(4) Includes only data for La Coipa, Crixas, Brasilia, New Britannia and
Musselwhite. In addition, Stratoni's base metal operations commenced
operations as a separate business unit within TVX Hellas in 2000. In 2001,
Stratoni produced 31,700 tonnes of zinc, 26,500 tonnes of lead and 2,005,000
ounces of silver. In 2000, Stratoni produced 16,800 tonnes of zinc, 15,600
tonnes of lead and 985,000 ounces of silver.
S-75
(5) Includes production data for the McCoy/Cove mine which Echo Bay has agreed
to convey to Newmont pursuant to an agreement dated June 9, 2002, as amended
as of November 19, 2002, the completion of which is contingent upon the
completion of the combination. At March 31, 2002, mining and processing
activities were completed at this mine. Reclamation activities, which were
initiated in 2000, are now fully underway. For a more detailed description
of the McCoy/Cove transaction, please see "The McCoy/Cove Transaction".
(6) The average realized prices for the Newmont interest in the TVX Newmont
Americas joint venture were the same as the average realized prices reported
for TVX.
BUSINESS STRATEGY
As the seventh largest primary gold producer in the world, the combined
company's primary objective will be to operate its mines as efficiently as
possible with particular focus on superior environmental and safety performance.
The skill sets inherent in the three companies include open pit and
underground mining operations, traditional gold milling and heap leach
processing, operating and non-operating joint venture interests and significant
operating skills in remote environments, particularly harsh winter environments.
The combined company intends to draw upon this diverse experience in the gold
sector and its global presence to pursue growth opportunities through
exploration, development and acquisitions. Kinross' new stature as a senior gold
producer should positively impact its cost of capital and access to capital
markets to finance growth opportunities. The combined company is expected to
have a strong balance sheet and strong cash flow from operating activities. As a
result of this financial strength and the improving environment for the gold
sector, Kinross will continue to deliver into its relatively small gold forward
sales and not replace these hedges. Immediately following completion of the
combination, Kinross' gold hedge book will be less than 5% of reserves. As a
result, Kinross will remain highly leveraged to changes in gold prices.
The gold hedging position of Kinross, TVX and Echo Bay on a combined basis
as at September 30, 2002 is set forth in the following table:
SPOT DEFERRED CALL PUT
OUNCES OPTIONS AVERAGE OPTIONS AVERAGE
HEDGED AVERAGE SOLD STRIKE PURCHASED STRIKE
EXPECTED YEAR OF DELIVERY '000 OZ. PRICE '000 OZ. PRICE '000 OZ. PRICE
------------------------- ------------- ------- -------- ------- --------- -------
2002............................. 48.0 $279.8 75.0 $294.0 100.0 $280.0
2003............................. 137.5 $277.0 100.0 $320.0 150.0 $260.0
2004............................. 137.5 $277.0 50.0 $340.0 150.0 $250.0
2005............................. 37.5 $296.0 -- -- 150.0 $250.0
2006............................. -- -- -- -- 150.0 $250.0
----- ------ ----- ------ ----- ------
Total............................ 360.5 $279.3 225.0 $315.8 700.0 $256.4
===== ====== ===== ====== ===== ======
Echo Bay fulfilled its gold forward sales obligations in October 2002 by
delivering 15,000 ounces of gold at $293 per ounce. Echo Bay also delivered
15,000 ounces into gold call options at $302 per ounce and settled the remaining
60,000 gold call options at a cost of $1.1 million in October 2002. Echo Bay's
production is now completely unhedged.
The foreign exchange hedging position of Kinross, TVX and Echo Bay on a
combined basis as at September 30, 2002 is set forth in the following tables:
FOREIGN EXCHANGE CONTRACTS -- CDN.$ FOREIGN EXCHANGE CONTRACTS -- EURO E
(IN MILLIONS) (IN MILLIONS)
--------------------------------------------- ---------------------------------------------
AMOUNT AMOUNT AMOUNT AMOUNT
YEAR SOLD BOUGHT YEAR SOLD BOUGHT
---- ------ ------ ---- ------ ------
US$ Cdn.$ US$ E
2002........................ 15.6 24.5 2002........................ 6.0 6.7
2003........................ 45.0 70.9 2003........................ -- --
---- ---- ---- ----
Total....................... 60.6 95.4 Total....................... 6.0 6.7
==== ==== ==== ====
After the combination is completed, Kinross will have a balanced political
risk profile with approximately 65% of its almost two million ounces of annual
gold production coming from North America and, as such, Kinross will be well
positioned to pursue growth opportunities globally without significantly
altering its perceived political risk. Included in its portfolio of development
projects to source new production will be projects in Canada, Chile, Brazil and
Russia. In
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addition, an expected decline in production from Russia could be at least
partially offset by the potential for expanded output from operations in Canada
and Brazil that are currently under review.
The strategy for Kinross upon completion of the combination will continue
to evolve as the operations of TVX and Echo Bay are integrated into Kinross.
During the weak gold price environment of much of the last five years all three
companies have been very focused on optimization of existing assets and reducing
debt. However, with the improved financial condition of the combined company and
the improving environment for the gold sector, Kinross believes it will be able
to return to the growth oriented and entrepreneurial driven strategies that were
the hallmark of Kinross in the mid-1990s.
CORPORATE GOVERNANCE
During the past year, the board of directors of Kinross developed, through
its corporate governance committee, with input from the other committees,
management and legal counsel, a corporate governance regime based on the
recommendations of the Final Report of the Joint Committee on Corporate
Governance chaired by Ms. Guylaine Saucier and the Toronto Stock Exchange
Guidelines. Specifically, the board of directors adopted a charter of the board
of directors, a charter for each of the corporate governance committee, the
audit committee, the compensation committee and the environmental committee and
appointed an independent board leader (who then became independent chairman) who
has been assigned specific responsibilities pursuant to a role description
adopted by the board of directors. Kinross intends to keep this corporate
governance regime in place following completion of the combination.
DIVIDENDS
Kinross has never paid a dividend on its common shares. Dividend
distributions will be considered by the board of directors of Kinross from time
to time having regard to Kinross' operating results, capital requirements and
general financial condition and requirements. 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
pursuant to Kinross' outstanding preferred shares which provide for fixed,
annual cumulative dividends of Cdn.$0.80 per share as and when declared by the
board of directors of Kinross.
STOCK EXCHANGE LISTINGS
The Kinross common shares are listed on the Toronto Stock Exchange and the
American Stock Exchange. Conditional approval has been obtained from the Toronto
Stock Exchange to list the Kinross common shares to be issued in connection with
the arrangement. In addition, application has been made to the New York Stock
Exchange to list the Kinross common shares, including the Kinross common shares
to be issued in connection with the arrangement.
Kinross has agreed to use its best efforts to have the Kinross common
shares listed on the New York Stock Exchange. Upon completion of the
combination, and subject to the Kinross common shares being listed on the New
York Stock Exchange, the Kinross common shares will cease to be listed and
traded on the American Stock Exchange.
Upon completion of the arrangement, the TVX common shares and the Echo Bay
common shares will each be delisted from the Toronto Stock Exchange. In
addition, the TVX common shares will be delisted from the New York Stock
Exchange and the Echo Bay common shares will be delisted from the American Stock
Exchange. Application will also be made to each of the Paris, Brussels, Swiss
and Frankfurt stock exchanges, on which Echo Bay's common shares are also
listed, to have the Echo Bay common shares delisted from those exchanges.
Kinross intends to apply to have TVX cease to be a reporting issuer under
Canadian securities legislation. If that occurs, TVX will no longer be subject
to the financial reporting and other requirements of Canadian securities
legislation. Kinross intends to maintain Echo Bay's status as a reporting issuer
but will terminate the registration of the Echo Bay common shares under the
Securities and Exchange Act of 1934, as amended.
Kinross intends to maintain the listing of the issued and outstanding
warrants to purchase Echo Bay common shares on the American Stock Exchange (or,
alternatively, to list the warrants on the New York Stock Exchange) and the
Toronto Stock Exchange. These warrants will be exercisable for Kinross common
shares after completion of the combination.
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Kinross furnishes its disclosure documents to its United States
shareholders, including its annual report and interim reports, that meet only
the disclosure requirements of Canadian securities regulatory authorities. The
form, content and timing of reports and notices that Kinross files with the SEC
differs in several respects from the reports and notices that Echo Bay currently
files. For example, Kinross is required to file with the SEC an annual report on
Form 40-F within 140 days after the end of each fiscal year and furnish reports
on Form 6-K upon the occurrence of significant events if the events are required
to be disclosed in Canada. In addition, as a "reporting issuer" under Canadian
securities legislation, Kinross is subject to the reporting requirements of the
various securities regulatory authorities in Canada, and is required to prepare
its financial information in accordance with Canadian generally accepted
accounting principles. These accounting principles differ from U.S. generally
accepted accounting principals. Subsequent to the arrangement, Kinross intends
to make periodic filings with the SEC on the same basis.
Additionally, as a "foreign private issuer", Kinross is exempt from some of
the requirements of the Exchange Act, including the proxy and information
provisions of Section 14 of the Exchange Act and the reporting and liability
provisions applicable to officers, directors and significant shareholders under
Section 16 of the Exchange Act.
ACCOUNTING TREATMENT
The combination will be accounted for by Kinross using the purchase method
of accounting in accordance with both Section 1581, "Business Combinations", of
the Canadian Institute of Chartered Accountants Handbook (which we refer to as
the "CICA Handbook"), for purposes of Canadian generally accepted accounting
principles, and Statement of Accounting Standards (which we refer to as "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 TVX and
Echo Bay assets acquired and liabilities assumed will be recorded at their fair
market 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 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.
THE McCOY/COVE TRANSACTION
GENERAL
Effective February 13, 2002, Echo Bay Inc., a subsidiary of Echo Bay,
entered into an agreement with Newmont providing for the conveyance to Newmont
of the entire McCoy/Cove complex in Nevada. The agreement was subject to the
completion of due diligence by Newmont by July 31, 2002 and called for a payment
to the seller of $6 million and the assumption by Newmont of all reclamation and
closure obligations at McCoy/Cove.
On June 9, 2002, Echo Bay Exploration Inc. and Echo Bay Minerals Company,
subsidiaries of Echo Bay, entered into a new McCoy/Cove asset purchase
agreement, amended as of November 19, 2002, with Newmont USA Limited, a
subsidiary of Newmont, providing for the conveyance of the McCoy/Cove complex.
Under the February 13, 2002 letter agreement, Newmont had no obligation to
complete the acquisition. Newmont indicated it was willing to proceed with the
acquisition of the McCoy/Cove complex only if the business combination was
completed and the cash payment for McCoy/Cove was eliminated. Accordingly, the
new agreement, replacing the February 13, 2002 letter agreement, provides that
the closing of the transaction is subject to, among other conditions, the
completion of the combination and the elimination of the $6 million payment. In
consideration of the purchase of such assets, Newmont USA has agreed to assume
all liabilities and obligations relating to the reclamation or remediation
required for the McCoy/Cove complex.
REPRESENTATION AND WARRANTIES
The McCoy/Cove agreement contains customary representations and warranties
of Newmont USA and Echo Bay including:
- both the buyer and the sellers are duly organized and validly existing
and have all requisite power to execute, deliver and perform the
McCoy/Cove agreement;
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- the entering into of the McCoy/Cove agreement will not violate or
conflict with the charter documents of the buyer or the sellers or any
laws or regulations or any contract to which Echo Bay is party;
- the sellers have exclusive, good and marketable title to the assets to
be conveyed subject only to certain specific encumbrances and
restrictions;
- except for certain litigation specifically disclosed in the McCoy/Cove
agreement, there is no litigation pending or threatened relating to the
McCoy/Cove complex;
- the operation, ownership, use and remediation and reclamation activities
of the McCoy/Cove complex as it currently, and as it has in the past,
been operated, owned, used and conducted by Echo Bay do not violate any
laws or regulations; and
- all transferred government permits are currently in full force and
effect.
The McCoy/Cove agreement provides that representations and warranties of
Newmont USA and Echo Bay survive the closing of the conveyance of the McCoy/Cove
complex.
COVENANTS
The McCoy/Cove agreement provides for a number of customary covenants,
which include the obligation to terminate all of those employees involved in the
operations of the McCoy/Cove complex and to pay all compensation or benefits to
which such employees are entitled.
CONDITIONS PRECEDENT
The McCoy/Cove agreement contains a number of customary conditions
precedent to the closing of the conveyance of the McCoy/Cove complex including,
among other conditions, the completion of the combination in accordance with the
terms of the combination agreement.
TERMINATION
The McCoy/Cove agreement may be terminated:
- at any time, by the mutual agreement of the buyer and the sellers;
- by either the buyer, on the one hand, or the sellers, on the other, at
any time, if the other is in material breach or default with respect to
its covenants, agreements or other obligations in the agreement, or if
their representations are not true and accurate in all material
respects; or
- by either the buyer, on the one hand, or the sellers, on the other, if
the conditions to closing have not been satisfied on or before February
28, 2003.
INDEMNITIES
The sellers have agreed to jointly and severally indemnify Newmont USA, its
affiliates and their respective officers, directors, employees and agents from
and against any and all losses arising out of or resulting from:
- any untrue or inaccurate representations and warranties of Echo Bay
under the McCoy/Cove agreement;
- any failure by Echo Bay to perform any of its covenants, agreements, or
obligations under the McCoy/Cove agreement;
- the development, operations, closure, remediations and reclamations of
the McCoy/Cove complex prior to closing, but excluding liabilities
specifically assumed by Newmont USA; and
- all other liabilities and obligations of Echo Bay not assumed by Newmont
USA under the McCoy/Cove agreement.
By separate guarantee, Echo Bay has guaranteed the obligations of the
subsidiaries of Echo Bay under the McCoy/Cove agreement, including their
indemnification obligations.
EXCHANGE OF SHARE CERTIFICATES
As soon as practicable after the effective date of the combination, Kinross
will deposit with the depositary, Georgeson Shareholder Communication Canada,
Inc., in trust, for the benefit of the holders of TVX common shares and Echo Bay
common shares, certificates representing the number of Kinross common shares
into which the TVX
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common shares and Echo Bay common shares are exchangeable pursuant to the
arrangement, together with cash in lieu of fractional Kinross common shares.
Promptly after the effective date of the combination, a letter of transmittal
will be furnished by the depositary to former holders of TVX common shares and
Echo Bay common shares for use in exchanging their certificates. Each holder of
TVX common shares or Echo Bay common shares, upon surrender to the depositary of
one or more certificates for cancellation with such letter of transmittal, will
be entitled to receive certificates representing the number of whole Kinross
common shares to be issued in respect of such shares and a cash payment in lieu
of fractional shares.
If any cash or certificate representing Kinross common shares is to be paid
to or issued in a name other than that in which the certificate surrendered in
exchange therefor is registered, it is a condition of such exchange that the
certificate so surrendered be properly endorsed and otherwise in proper form for
transfer and that the person requesting such exchange pay to the depositary any
transfer or other taxes required by reason of the issuance of a certificate for
such Kinross common shares in a name other than that of the registered holder of
the certificate surrendered, or shall establish to the satisfaction of the
depositary that such tax has been paid or is not applicable. None of Kinross,
TVX or Echo Bay will be liable to any holder of TVX common shares or Echo Bay
common shares for Kinross common shares, or dividends or distributions with
respect thereto, delivered to a public official pursuant to any applicable
abandoned property, escheat, or similar laws.
DETAILED INSTRUCTIONS, INCLUDING A LETTER OF TRANSMITTAL, WILL BE MAILED BY
THE DEPOSITARY TO HOLDERS OF TVX COMMON SHARES AND ECHO BAY COMMON SHARES
PROMPTLY FOLLOWING THE EFFECTIVE DATE OF THE COMBINATION AS TO THE METHOD OF
EXCHANGING CERTIFICATES FORMERLY REPRESENTING TVX COMMON SHARES OR ECHO BAY
COMMON SHARES FOR CERTIFICATES REPRESENTING KINROSS COMMON SHARES. HOLDERS OF
TVX COMMON SHARES AND ECHO BAY COMMON SHARES SHOULD NOT FORWARD SHARE
CERTIFICATES UNTIL THEY HAVE RECEIVED THE LETTER OF TRANSMITTAL FROM THE
DEPOSITARY.
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PRICE RANGE AND TRADING VOLUMES OF COMMON SHARES
KINROSS
The Kinross common shares are listed and traded on the Toronto Stock
Exchange under the symbol "K" and, until July 31, 2001, were traded on the New
York Stock Exchange and, since August 1, 2001 have been traded on the American
Stock Exchange under the symbol "KGC". The following table sets forth the high
and low closing sale prices and the approximate trading volumes of the Kinross
common shares on the Toronto Stock Exchange and the New York Stock Exchange or
American Stock Exchange, as the case may be, for the periods indicated. The
quotations reported are from published financial sources.
NEW YORK STOCK EXCHANGE/
TORONTO STOCK EXCHANGE AMERICAN STOCK EXCHANGE
------------------------- -------------------------
PRICE RANGE APPROXIMATE PRICE RANGE APPROXIMATE
----------- TRADING ----------- TRADING
HIGH LOW VOLUME HIGH LOW VOLUME
---- ---- ----------- ---- ---- -----------
(Cdn.$) (100s) ($) (100s)
2000
First Quarter.................................. 3.35 2.13 48,900 2.31 1.44 19,961
Second Quarter................................. 2.30 1.22 44,779 1.63 0.81 19,410
Third Quarter.................................. 1.35 0.78 46,748 0.94 0.50 17,122
Fourth Quarter................................. 1.12 0.50 43,466 0.75 0.38 21,909
2001
First Quarter.................................. 1.04 0.66 41,661 0.67 0.44 18,668
Second Quarter................................. 1.63 0.70 100,014 1.20 0.44 44,525
Third Quarter.................................. 1.73 1.19 66,764 1.05 0.77 23,809
Fourth Quarter................................. 1.53 0.95 62,662 0.99 0.62 17,878
2002
January........................................ 1.39 1.32 38,970 0.96 0.71 8,783
February....................................... 1.74 1.63 75,360 1.20 0.94 17,521
March.......................................... 1.81 1.72 54,536 1.36 0.97 14,620
April.......................................... 2.87 1.85 86,529 1.85 1.16 42,085
May............................................ 4.44 2.45 132,230 2.90 1.51 44,467
June........................................... 4.31 3.00 193,302 2.82 1.90 48,564
July........................................... 3.67 2.06 1,239,120 2.40 1.25 236,328
August......................................... 3.26 2.45 798,305 2.10 1.55 156,831
September...................................... 3.75 3.15 1,167,076 2.36 2.05 149,581
October........................................ 3.43 2.41 830,149 2.16 1.54 178,162
November....................................... 3.11 2.60 627,042 1.99 1.65 83,027
On June 7, 2002, the last full trading day prior to the joint public
announcement of the combination, the last reported sale price of a Kinross
common share on the Toronto Stock Exchange was Cdn.$3.92 and on the American
Stock Exchange was $2.57.
On December 18, 2002, the last reported sale of a Kinross common share on
the Toronto Stock Exchange and on the American Stock Exchange was Cdn.$3.62 and
$2.32, respectively.
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TVX
The TVX common shares are listed and traded on the Toronto Stock Exchange
and the New York Stock Exchange under the symbol "TVX". The following table sets
forth the high and low closing sale prices and the approximate trading volumes
of the TVX common shares on the Toronto Stock Exchange and the New York Stock
Exchange for the periods indicated, as adjusted to reflect a share consolidation
effected on July 31, 2000 on a one for five basis, and a share consolidation
effected on June 30, 2002 on a one for ten basis. The quotations reported are
from published financial sources.
TORONTO STOCK EXCHANGE NEW YORK STOCK EXCHANGE
--------------------------- ---------------------------
PRICE RANGE APPROXIMATE PRICE RANGE APPROXIMATE
------------- TRADING ------------- TRADING
HIGH LOW VOLUME HIGH LOW VOLUME
----- ----- ----------- ----- ----- -----------
(Cdn.$) (100s) ($) (100s)
2000
First Quarter.............................. 80.00 49.00 347 56.50 34.50 595
Second Quarter............................. 57.50 31.50 246 40.50 22.00 457
Third Quarter.............................. 49.50 30.90 239 31.30 15.00 522
Fourth Quarter............................. 32.00 20.00 313 20.90 13.10 937
2001
First Quarter.............................. 28.30 13.20 340 19.50 8.20 994
Second Quarter............................. 16.00 4.50 552 10.10 2.70 1,529
Third Quarter.............................. 9.90 5.00 3,745 6.20 3.50 3,508
Fourth Quarter............................. 7.90 5.80 2,586 5.00 3.70 3,721
2002
January.................................... 8.90 6.80 2,858 5.50 4.30 1,218
February................................... 11.90 8.90 10,649 7.50 5.60 4,653
March...................................... 12.20 8.90 8,118 7.70 5.70 2,993
April...................................... 13.40 10.30 6,506 8.50 6.40 3,253
May........................................ 19.70 12.50 10,256 12.80 8.10 4,192
June....................................... 25.60 15.70 16,158 16.90 10.00 35,504
July....................................... 23.54 13.10 77,065 15.35 8.35 53,024
August..................................... 21.00 15.46 41,012 13.43 9.75 23,879
September.................................. 24.25 20.10 52,672 15.35 13.00 21,343
October.................................... 22.24 15.35 51,416 14.00 9.88 16,216
November................................... 19.85 16.25 35,733 12.63 10.47 11,255
On June 7, 2002, the last full trading day prior to the joint public
announcement of the combination, the last reported sale price of a TVX common
share on the Toronto Stock Exchange was Cdn.$16.40 and on the New York Stock
Exchange was $10.40 (taking into account the June 30, 2002 one for ten share
consolidation).
On December 18, 2002, the last reported sale of a TVX common share on the
Toronto Stock Exchange and on the New York Stock Exchange was Cdn.$22.69 and
$14.85, respectively.
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ECHO BAY
The Echo Bay common shares are listed and traded on the Toronto Stock
Exchange and the American Stock Exchange under the symbol "ECO", as well as
other international exchanges. The American Stock Exchange is the principal
market on which the Echo Bay common shares are traded. The following table sets
forth the high and low closing sale prices and the approximate trading volumes
of the Echo Bay common shares on the Toronto Stock Exchange and the American
Stock Exchange for the periods indicated. The quotations reported are from
published financial sources.
TORONTO STOCK EXCHANGE AMERICAN STOCK EXCHANGE
------------------------- -------------------------
PRICE RANGE APPROXIMATE PRICE RANGE APPROXIMATE
----------- TRADING ----------- TRADING
HIGH LOW VOLUME HIGH LOW VOLUME
---- ---- ----------- ---- ---- -----------
(Cdn.$) (100s) ($) (100s)
2000
First Quarter.................................. 2.85 1.76 24,448 1.94 1.25 70,524
Second Quarter................................. 2.09 1.30 28,244 1.38 0.88 67,763
Third Quarter.................................. 1.61 1.05 20,753 1.06 0.69 47,625
Fourth Quarter................................. 1.15 0.52 27,481 0.75 0.32 86,795
2001
First Quarter.................................. 1.49 0.59 43,066 0.95 0.38 68,422
Second Quarter................................. 2.00 0.89 37,998 1.24 0.51 110,255
Third Quarter.................................. 1.60 0.79 28,601 1.04 0.51 71,218
Fourth Quarter................................. 1.12 0.81 20,300 0.73 0.50 55,743
2002
January........................................ 1.05 0.82 8,634 0.65 0.50 36,863
February....................................... 1.60 0.97 19,837 0.97 0.60 64,573
March.......................................... 1.55 1.02 20,257 0.98 0.64 58,500
April.......................................... 1.55 1.18 88,817 0.96 0.76 93,021
May............................................ 2.18 1.01 562,620 1.35 0.66 393,307
June........................................... 2.13 1.46 552,654 1.39 0.91 211,836
July........................................... 1.86 1.08 269,059 1.22 0.7 129,271
August......................................... 1.64 1.21 182,080 1.05 0.77 82,040
September...................................... 1.91 1.58 238,726 1.21 1.00 97,335
October........................................ 1.75 1.25 173,263 1.08 0.80 68,440
November....................................... 1.60 1.30 107,800 1.02 0.82 63,348
On June 7, 2002, the last full trading day prior to the joint public
announcement of the combination, the last reported sale price of an Echo Bay
common share on the Toronto Stock Exchange was Cdn.$1.85 and on the American
Stock Exchange was $1.20.
On December 18, 2002, the last reported sale of an Echo Bay common share on
the Toronto Stock Exchange and on the American Stock Exchange was Cdn.$1.80 and
$1.17, respectively.
ELIGIBILITY FOR INVESTMENT
The Kinross common shares distributed pursuant to the arrangement will be
qualified investments under the Tax Act for trusts governed by registered
retirement savings plans, registered retirement income funds, deferred profit
sharing plans and registered education savings plans, provided that the Kinross
common shares are listed on the Toronto Stock Exchange.
On the effective date of the combination, the Kinross common shares will
not be foreign property under the Tax Act for trusts governed by registered
pension plans, registered retirement savings plans, registered retirement income
funds, deferred profit sharing plans and certain other tax-exempt persons.
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COMPARISON OF RIGHTS OF SHAREHOLDERS UNDER THE OBCA AND CBCA
Upon completion of the combination, the shareholders of TVX and Echo Bay
will become shareholders of Kinross, an OBCA corporation. The OBCA provides
shareholders with substantially the same rights (including rights of dissent and
appraisal and rights to bring derivative actions and oppression actions) as are
available to shareholders under the CBCA, which is the statute that governs TVX
and Echo Bay. However, there are certain differences between the two statutes
and the regulations thereunder. THE DESCRIPTION OF THE MATERIAL DIFFERENCES
BETWEEN THE OBCA AND THE CBCA SET OUT BELOW IS MATERIALLY COMPLETE. THIS SUMMARY
IS NOT AN EXHAUSTIVE REVIEW OF THE TWO STATUTES. REFERENCE SHOULD BE MADE TO THE
FULL TEXT OF BOTH STATUTES AND THE REGULATIONS THEREUNDER FOR PARTICULARS OF ANY
DIFFERENCES BETWEEN THEM, AND SHAREHOLDERS ARE URGED TO CONSULT THEIR LEGAL OR
OTHER PROFESSIONAL ADVISORS WITH REGARD TO THE IMPLICATIONS OF THE COMBINATION
THAT MAY BE OF IMPORTANCE TO THEM.
- DIRECTOR RESIDENCY REQUIREMENTS. Under the CBCA, subject to certain
exceptions, at least 25% of a company's directors must be resident
Canadians. Under the OBCA, a majority of a company's directors must be
resident Canadians.
- PLACE OF SHAREHOLDERS' MEETINGS. Under the CBCA, a shareholders'
meeting may be held at any place in Canada, or at a place outside Canada
if such place is specified in the articles of the company or if all the
shareholders entitled to vote at the meeting agree that the meeting is
to be held at that place. Under the OBCA, a shareholders' meeting may be
held at such place in or outside Ontario (including outside Canada) as
the directors may determine.
- SOLICITATION OF PROXIES. Under the CBCA, proxies may be solicited other
than by or on behalf of management of the company without the sending of
a dissident's proxy circular if:
- proxies are solicited from 15 or fewer shareholders; or
- the solicitation is conveyed by public broadcast, speech or
publication containing certain of the information that would be
required to be included in a dissident's proxy circular.
Furthermore, under the CBCA, the definition of "solicit" and
"solicitation" specifically excludes:
- certain public announcements by a shareholder of how he or she intends
to vote and the reasons for that decision;
- communications for the purpose of obtaining the number of shares
required for a shareholder proposal; and
- certain other communications made other than by or on behalf of
management of the company, including communications by one or more
shareholders concerning the business and affairs of the company or the
organization of a dissident's proxy solicitation where no form of
proxy is sent by or on behalf of such shareholders, by financial and
other advisors in the ordinary course of business to shareholders who
are their clients, or by any person who does not seek directly or
indirectly the power to act as proxy for a shareholder.
Under the OBCA, a person who solicits proxies, other than by or on behalf
of management of the company, must send a dissident's proxy circular in
prescribed form to each shareholder whose proxy is solicited and to
certain other recipients.
- VOTING AT SHAREHOLDERS' MEETINGS. Under the CBCA, shareholders are
entitled to vote only shares held by them on the record date for voting
or the deemed record date for voting, as the case may be. Transferees of
shares after the record date or the deemed record date, as the case may
be, are not entitled to vote the transferred shares at the meeting.
Under the OBCA, where a company fixes a record date for the
determination of shareholders entitled to vote at a shareholders'
meeting and a shareholder transfers shares after the record date, the
transferee of such shares is entitled to vote such shares at the meeting
if the transferee establishes that he or she owns the shares and
demands, not later than ten days before the meeting, that his or her
name be included in the list of shareholders entitled to vote at the
meeting. If no record date is fixed and a list of shareholders entitled
to vote at the meeting is prepared as of the date (the "deemed record
date") preceding the date on which notice of the meeting is given, a
transferee of shares after the deemed record date is entitled to vote
such shares under similar circumstances.
- NOTICE OF SHAREHOLDERS' MEETINGS. Under the CBCA, notice of a meeting
of shareholders must be provided not less than 21 days and not more than
60 days before the meeting. Under the OBCA, a public company must
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give notice of a meeting of shareholders not less than 21 days and not
more than 50 days before the meeting. However, public companies
incorporated under either statute are currently subject to the
requirements of National Instrument 54-101 which provides for minimum
notice periods greater than the minimum 21 day period in either statute.
- TELEPHONIC OR ELECTRONIC MEETINGS. Under the CBCA, unless a company's
bylaws provide otherwise, if a company provides shareholders with a
telephonic, electronic or other communication facility that permits all
participants to communicate adequately with each other during the
meeting, then any person entitled to attend the meeting may participate
by such means. Under the OBCA, a meeting of shareholders may be held by
telephonic or electronic means (and shareholders may participate in and
vote at the meeting by such means) only if permitted by the articles or
by-laws of the company.
- SHAREHOLDER PROPOSALS. Under the CBCA, shareholder proposals may be
submitted by both registered and beneficial shareholders, provided that:
- the shareholder owned, of record or beneficially, for at least six
months prior to the submission of the proposal, voting shares at least
equal to 1% of the total number of outstanding voting shares of the
company or whose fair market value is at least Cdn.$2,000, whichever
is less; or
- the proposal must have the support of persons who in the aggregate
have owned, of record or beneficially, such number of voting shares
for such period.
Under the OBCA, only registered shareholders may submit shareholder
proposals relating to matters which the shareholder wishes to raise at a
shareholders' meeting.
- REGISTERED OFFICE. Under the CBCA, a company's registered office may be
located at any place in Canada. Under the OBCA, a company's registered
office must be located in Ontario.
- FINANCIAL ASSISTANCE. There are no financial assistance provisions in
the CBCA. Under the OBCA, a corporation may provide financial assistance
by way of a loan, guarantee or otherwise to any person, provided that
certain disclosure obligations are met in respect of loans to directors,
officers and shareholders.
In addition to the foregoing, Kinross', TVX's and Echo Bay's bylaws differ
in certain respects, particularly with respect to quorum requirements for
shareholder meetings. TVX's bylaws provide that the holders of at least 33 1/3%
of the shares entitled to vote at a shareholder's meeting, present in person or
by proxy, constitute a quorum for the transaction of business at the
shareholder's meeting. Echo Bay's bylaws provide that the holders of not less
than a majority of the shares entitled to vote at a shareholder's meeting,
present in person or by proxy, constitute a quorum for the transaction of
business at the shareholder's meeting. Kinross' bylaws provide that at least two
persons present at the opening of the shareholder's meeting, who are entitled to
vote at least 5% of the shares entitled to vote at such meeting, constitute a
quorum for the transaction of business at the shareholder's meeting.
DOCUMENTS INCORPORATED BY REFERENCE
The United States Securities and Exchange Commission allows Kinross, TVX
and Echo Bay to "incorporate by reference" the information filed with the
Securities and Exchange Commission, which means that Kinross, TVX and Echo Bay
can disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this
circular, and information that Kinross, TVX and Echo Bay file with the
Securities and Exchange Commission between the date of this circular and the
completion of the combination will automatically update and supercede this
information. Kinross, TVX and Echo Bay incorporate by reference the documents
listed below and any future filings Kinross, TVX or Echo Bay may make with the
Securities and Exchange Commission under Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act between the date of this circular and the completion
of the combination. These documents contain important information about Kinross,
TVX and Echo Bay and their financial condition.
KINROSS
The following documents, filed with the United States Securities and
Exchange Commission, are specifically incorporated by reference into and form an
integral part of this circular:
- Current Report on Form 6-K, dated June 10, 2002;
- Current Report on Form 6-K, dated July 17, 2002;
S-85
- Current Report on Form 6-K, dated August 29, 2002;
- Current Report on Form 6-K, dated September 13, 2002;
- Current Report on Form 6-K, dated October 17, 2002;
- Current Report on Form 6-K, dated November 14, 2002;
- Current Report on Form 6-K, dated November 20, 2002;
- Current Report on Form 6-K, dated December 6, 2002;
- Current Report on Form 6-K, dated December 9, 2002;
- Current Report on Form 6-K, dated December 10, 2002;
- Current Report on Form 6-K, dated December 10, 2002; and
- Annual Report on Form 40-F for the year ended December 31, 2001 dated
November 19, 2002.
TVX
The following documents, filed with the United States Securities and
Exchange Commission, are specifically incorporated by reference into and form an
integral part of this circular:
- Annual Report on Form 40-F for the year ended December 31, 2001, dated
April 19, 2002;
- Current Report on Form 6-K for the three months ended March 31, 2002,
dated May 30, 2002;
- Current Report on Form 6-K, dated April 19, 2002;
- Current Report on Form 6-K, dated June 17, 2002;
- Current Report on Form 6-K, dated July 2, 2002;
- Current Report on Form 6-K, dated August 23, 2002;
- Current Report on Form 6-K, dated November 21, 2002; and
- Current Report on Form 6-K for the nine months ended September 30, 2002,
dated November 27, 2002.
ECHO BAY
The following documents, filed with the United States Securities and
Exchange Commission, are specifically incorporated by reference into and form an
integral part of this circular:
- Annual Report on Form 10-K for the year ended December 31, 2001;
- Quarterly Report on Form 10-Q for the period ended March 31, 2002;
- Quarterly Report on Form 10-Q/A(2) for the period ended June 30, 2002;
- Quarterly Report on Form 10-Q for the period ended September 30, 2002;
- Current Report on Form 8-K, dated February 13, 2002;
- Current Report on Form 8-K, dated April 3, 2002;
- Current Report on Form 8-K, dated May 9, 2002;
- Current Report on Form 8-K, dated June 10, 2002;
- Current Report on Form 8-K, dated June 11, 2002;
- Current Report on Form 8-K, dated July 8, 2002;
- the description of Echo Bay's common shares contained in Echo Bay's
Registration Statement on Form 8-A (File No. 1-8542) dated August 2,
1983;
- proxy circular dated February 5, 2002 for Echo Bay's special meeting of
shareholders held on March 25, 2002; and
- proxy circular dated April 5, 2002 for Echo Bay's annual meeting of
shareholders held on June 6, 2002.
S-86
Upon written or oral request of a person to whom this circular was
delivered, a copy of any and all information that has been incorporated by
reference in this circular will be provided, without charge. Requests should be
directed to:
- in the case of Kinross: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ Plaza, ▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, telephone: (416)
▇▇▇-▇▇▇▇;
- in the case of TVX: Investor Relations, Suite 1200, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, telephone: (▇▇▇) ▇▇▇-▇▇▇▇; and
- in the case of Echo Bay: Investor Relations, Suite 1210, 10180 -- ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, telephone: (▇▇▇) ▇▇▇-▇▇▇▇.
S-87
SCHEDULE A
INFORMATION CONCERNING KINROSS
Kinross was continued under the Business Corporations Act (Ontario) on May
31, 1993 by articles of arrangement pursuant to which CMP Resources Ltd., Plexus
Resources Corporation and 1021105 Ontario Corp. amalgamated by way of
arrangement. Kinross and Falconbridge Amalco Inc., a corporation that was formed
upon the amalgamation of Falconbridge Gold Corporation and FGC Acquisition Inc.,
then amalgamated on December 31, 1993 by way of arrangement. Kinross filed
articles of amalgamation on December 29, 2000 in connection with an amalgamation
with La Teko Resources Inc. The registered office and principal place of
business of Kinross is located at Suite 5200, Scotia Plaza, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇.
Kinross is principally engaged in the exploration for, and the acquisition,
development and operation of, gold-bearing properties. At present, the primary
operating properties of Kinross are located in Canada, the United States and far
east Russia. Exploration activities are undertaken in these countries and
others. Kinross' principal product and source of cash flow is gold.
Kinross' primary operating properties consist of a 100% interest in the
Fort ▇▇▇▇ mine near Fairbanks, Alaska; a 49% interest in the Hoyle Pond mine and
a 49% interest in the Dome mine, both near Timmins, Ontario, through its 49%
interest in the Porcupine Joint Venture (as defined herein); and a 54.7%
interest in the Kubaka mine in the Magadan Oblast situated in far east Russia.
In addition, Kinross holds a 100% interest in the Blanket mine situated in
Zimbabwe and other mining properties in various stages of exploration,
development, reclamation and closure. Kinross holds its interests in each of
these properties in accordance with industry standards.
[Property Locations Map]
A-1
RECENT DEVELOPMENTS
EQUITY OFFERING
Kinross completed an equity offering in February 2002 pursuant to which
23,000,000 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 Preferred Shares of Kinam Gold Inc. ("Kinam"), a subsidiary of Kinross.
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 certain
property, plant and equipment.
PORCUPINE JOINT VENTURE
On July 1, 2002, Kinross entered into a definitive agreement with a wholly
owned subsidiary of Placer Dome Inc., Placer Dome (CLA) Limited ("Placer"), to
form a joint venture that combines the two companies' respective gold mining
operations in the Porcupine district in Ontario, Canada (the "Porcupine Joint
Venture"). Placer owns a 51% interest and Kinross owns a 49% interest in the
Porcupine Joint Venture, which is operated by a Placer affiliate. Placer
contributed the Dome mine and mill and Kinross contributed the Hoyle Pond,
Pamour and Nighthawk Lake mines as well as the ▇▇▇▇ Creek mill. Future capital
and operating costs will be shared in proportion to each party's ownership
interest. See "Description of Business and Properties -- Material Properties --
The Kinross/Placer Dome Joint Venture".
OMOLON SHARE PURCHASE
Kinross conducts business in Russia through its 54.7%-owned Russian
subsidiary, Omolon Gold Mining Company. Two of Omolon's Russian shareholders and
the Magadan Administration on behalf of a third Russian shareholder of Omolon
(collectively, these Russian shareholders hold 38.1% of the outstanding shares
of Omolon) have separately instituted legal proceedings against Omolon asserting
that the original issuance of shares was flawed, due to a failure to follow
certain registration procedures required under Russian law, and that the
original shares issuance was therefore null and void. Underlying this dispute
are unpaid loans made by the Magadan Administration to these Russian
shareholders at the time Omolon was capitalized. 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. These lawsuits have been encouraged by the
Magadan Administration as the major creditor of these shareholders.
In connection with these pending lawsuits, certain bank accounts of Omolon
containing the ▇▇▇▇▇ equivalent of $22.1 million are currently under arrest
pursuant to an order of a court in the Magadan region of the Russian Federation.
For a description of the outstanding legal proceedings, see "Legal Proceedings
-- Omolon Litigation" on page A-44. In order to resolve the pending lawsuits and
lift the court order, Omolon reached agreements in principle with the Magadan
Administration, representing itself and the two largest Russian shareholders of
Omolon. The agreements in principle provide that:
- Omolon will purchase up to 45.3% of its outstanding shares currently
held by its Russian shareholders for the ▇▇▇▇▇ equivalent of $45.4
million;
- each Russian shareholder will withdraw any pending lawsuits asserted by
it;
- the court order arresting the accounts will be lifted; and
- the purchase price for the shares to be paid by Omolon to each of the
selling shareholders will be sufficient to repay their "gold" loans.
On December 3, 2002, and in accordance with the agreements in principle,
Omolon entered into separate binding purchase agreements with four of its five
Russian shareholders (holding, in the aggregate, 44.17% of Omolon's shares). The
fifth Russian shareholder (which is not a party to any of the pending lawsuits
against Omolon) did not tender its shares to Omolon within the prescribed
period. Assuming that each of the four share purchase agreements is implemented,
Kinross will own 98.14% of Omolon. As part of the implementation of each of the
share purchase agreements, all pending lawsuits against Omolon will be
withdrawn. The share purchase transactions with the four participating Russian
shareholders are expected to close by December 31, 2002. Funds to complete these
share purchase transactions will be paid out of Omolon's cash on hand and from
the bank accounts currently under arrest. For further information on the
accounting treatment of this transaction, see note 2.12 to the pro forma
financial statements on page F-9.
A-2
CMM SETTLEMENT
On September 19, 2002, Kinross and Bema Gold Corporation ("Bema"), each 50%
owners of Compania Minera Maricunga ("CMM"), announced that CMM has received
full payment of an award settlement of approximately $24 million from Fluor
▇▇▇▇▇▇ Chile Ingenieria y Construccion S.A., Fluor ▇▇▇▇▇▇ Corporation, and Fluor
▇▇▇▇▇▇ ▇▇▇▇▇▇ Ltd. (collectively "Fluor"). Such payment followed a binding
arbitration ruling in favour of CMM announced in May 2002 in connection with
formal arbitration proceedings initiated by CMM against Fluor in 1999, to
recover damages related to numerous design and construction failures at the
▇▇▇▇▇▇▇ mine located in Northern Chile. See "Legal Proceedings -- Chilean
Arbitration".
UNITS OFFERING
On December 5, 2002, the Company completed a public offering of 50,000,000
units at a price of Cdn. $3.05 per unit for total net proceeds of Cdn. $145.4
million. Each unit consists of one common share of the Company and one half of a
common share purchase warrant. One whole common share purchase warrant is
exerciseable on or before December 5, 2007, for one Kinross common share at an
exercise price of Cdn. $5.00. A commission equal to 4% of the total proceeds of
the offering was paid to the underwriters upon closing. Assuming the combination
is completed, the Company intends to use the proceeds of the offering for the
acquisition of Newmont's interest in the TVX Newmont Americas joint venture. If
the combination is not completed, the proceeds of the offering will be used for
general corporate purposes.
CREDIT FACILITY
On December 3, 2002 Kinross entered into a commitment letter with a
syndicate of financial institutions for the provision of a $125 million
revolving credit facility maturing December 31, 2005 to be used for the purpose
of replacing existing letters of credit outstanding under Kinross' current
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. Kinross expects that the credit facility will be secured by
first ranking security interests in substantially all of Kinross' (and its
subsidiaries) assets, properties and undertaking and will also contain 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. Availability of the credit
facility will be subject to a number of conditions precedent, including the
completion of the combination, and a review by independent engineers of the
reclamation liability and operating performance of the properties. There can be
no assurance that the commitment letter will result in a definitive agreement
for the provision of a revolving credit facility (or that the terms of any
definitive agreement will not differ materially from the terms contained in the
commitment letter).
DESCRIPTION OF BUSINESS AND PROPERTIES
The material properties of Kinross are the following:
PROPERTY OWNERSHIP %
-------- -----------
Fort ▇▇▇▇ Mine(1)........................................... 100%(2)
Porcupine Joint Venture(3).................................. 49%
Kubaka Mine(4).............................................. 54.7%
---------------
Notes:
(1) The True North property is subject to various net smelter return royalties,
ranging from 3.5% to 5%. The ▇▇▇▇ ▇▇▇▇ 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
▇▇▇▇ 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
dated July 1, 2002. The Hoyle Pond mine is subject to two tonnage based
royalties for which $131,000 was expensed in 2001 and $111,000 was expensed
in 2000. 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 11.8% in the year 2001.
A-3
OPERATIONS
Kinross' share of production from its operating properties totalled 944,803
ounces of gold equivalent during 2001 of which 44% was derived from the Fort
▇▇▇▇ mine in Alaska, 25% from the Kubaka mine in the Russian Far East, 17% from
the Hoyle Pond mine in Ontario, 7% from the ▇▇▇▇▇▇▇ mine in Chile, 4% from the
Blanket mine in Zimbabwe and the balance from various other locations (see note
17 to the Consolidated Financial Statements of Kinross for the year ended
December 31, 2001 for details of the segment revenues, segment profit or loss
and segment assets).
The following table summarizes production by Kinross in the last three
years.
2001 2000 1999
------- ------- ---------
Attributable gold equivalent production -- ounces........... 944,803 943,798 1,012,408
Attributable gold production -- ounces...................... 937,852 932,423 1,006,453
Gold sales -- ounces (excluding equity accounted ounces).... 907,149 897,428 1,006,453
Attributable gold equivalent production and attributable gold production
includes Kinross' share of the production from the ▇▇▇▇▇▇-Rawhide mine and the
Andacollo mine due to its equity held investment in Pacific Rim Mining Corp
("Pacific Rim"), formerly Dayton Mining Corporation. Included in attributable
gold equivalent production and attributable gold 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 62.00:1 in
2001, 56.33:1 in 2000 and 53.40:1 in 1999.
GOLD EQUIVALENT PRODUCTION
The following table sets forth Kinross' gold equivalent production for each
of its operating assets in the last three years:
GOLD EQUIVALENT PRODUCTION
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
2001 2000 1999
------- ------- ---------
PRIMARY OPERATIONS:
Fort ▇▇▇▇ Mine.............................................. 411,221 362,959 351,120
Hoyle Pond Mine............................................. 156,581 140,441 136,709
Kubaka Mine(1).............................................. 237,162 244,641 254,625
▇▇▇▇▇▇▇ Mine................................................ 67,211 85,184 90,008
Blanket Mine................................................ 39,592 34,571 37,755
------- ------- ---------
911,767 867,796 870,217
------- ------- ---------
OTHER OPERATIONS:
Andacollo(2)................................................ 11,718 21,030 --
▇▇▇▇▇▇-Rawhide Mine(2)...................................... 17,713 29,361 62,792
▇▇▇▇▇▇ ▇▇▇▇ Mine............................................ 1,887 9,582 17,020
Macassa Mine(3)............................................. -- -- 38,689
Guanaco Mine................................................ 1,718 16.029 23,690
------- ------- ---------
33,036 76,002 142,191
------- ------- ---------
Total gold equivalent production............................ 944,803 943,798 1,012,408
======= ======= =========
---------------
Notes:
(1) Increased ownership interest to 53% December 1998 and to 54.7% December
1999.
(2) The 49% interest in the ▇▇▇▇▇▇-Rawhide mine was sold to Pacific Rim on March
31, 2000 for common shares of Pacific Rim . As a result of this transaction
and the sale to Pacific Rim of certain other assets, Kinross effectively
holds a 15.7 and 32.1% interest in the ▇▇▇▇▇▇-Rawhide and Andacollo mines,
respectively at December 31, 2001.
(3) Sold December 14, 2001.
A-4
CALCULATION OF CASH COSTS, PRODUCTION COSTS AND REALIZED REVENUE AND
RECONCILIATION TO THE STATEMENTS 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.
NINE MONTHS
ENDED YEARS ENDED
SEPTEMBER 30, ---------------------------------------
------------------- DECEMBER 31 DECEMBER 31 DECEMBER 31
(IN MILLIONS EXCEPT UNIT COSTS) 2002 2001 2001 2000 1999
------------------------------- -------- -------- ----------- ----------- -----------
CASH COSTS
Operating expense per financial
statements.............................. 126.9 133.9 $ 180.7 $ 189.6 $ 209.4
Operating costs for non-consolidated
production.............................. 11.5 5.9 7.4 9.4 --
Operating costs for E - Crete.............. (2.2) (1.7) (2.5) -- --
Site restoration cost accruals............. (2.4) (1.2) (1.9) (2.7) (3.1)
Care, maintenance, severance and other..... (1.2) (2.4) (2.7) -- --
Contract termination costs................. -- -- -- -- (1.5)
Change in bullion inventory................ 1.1 0.1 1.5 -- --
-------- -------- -------- -------- ----------
Total cash costs of production............... 133.7 134.6 $ 182.5 $ 190.9 $ 198.9
======== ======== ======== ======== ==========
Ounces produced.............................. 657,396 706,559 944,803 943,798 1,012,408
Total cash costs per equivalent ounce of
gold....................................... 203 191 $ 193 $ 202 $ 196
REALIZED REVENUE
Mining revenue per financial statements.... 184.5 199.8 270.1 271.0 304.0
Silver revenue............................. (0.9) (1.0) (1.3) (3.2) (1.7)
-------- -------- -------- -------- ----------
183.6 198.8 268.8 (267.8) 302.3
======== ======== ======== ======== ==========
Gold ounces sold........................... 607,705 677,634 907,149 897,428 1,006,453
Total realized revenue per ounce............. 302 293 $ 296 $ 298 $ 300
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.
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.
A-5
SEGMENTED INFORMATION
REPORTABLE OPERATING SEGMENTS
-------------------------------------------------------------- CORPORATE
▇▇▇▇▇/ AND
PORCUPINE KUBAKA FORT ▇▇▇▇ BLANKET ▇▇▇▇▇▇▇ E-CRETE OTHER TOTAL
--------- -------- --------- ------- ------- ------- --------- ---------
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
2002:
Total cash costs:
Operating expense per financial
statements........................... 27.9 20.6 72.8 -- 2.3 2.2 1.1 126.9
Operating costs for non-consolidated
production........................... -- -- -- 8.6 -- -- 2.7 11.3
Site restoration costs................. (0.9) (0.6) (0.9) -- -- -- -- (2.4)
Change in bullion inventory............ (0.8) 2.7 (0.6) -- (0.2) -- -- 1.1
Management fees........................ -- 0.8 -- -- -- -- -- 0.8
Operating costs not related to gold
production........................... (0.4) -- -- -- (0.5) (2.2) (1.1) (4.2)
-------- -------- -------- ------- ------- ----- ------- ---------
Total cash costs of production........... 25.8 23.5 71.3 8.6 1.6 -- 2.7 133.5
======== ======== ======== ======= ======= ===== ======= =========
Equivalent gold ounces produced.......... 135,887 173,847 296,162 31,783 8,902 -- 10,815 657,396
======== ======== ======== ======= ======= ===== ======= =========
Total cash costs per ounce............... 190 135 241 272 182 -- 250 203
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
2001:
Total cash costs:(a)
Operating expense per financial
statements........................... $ 22.8 $ 24.4 $ 59.2 $ 7.6 $ 15.5 $ 1.6 $ 2.8 $ 133.9
Operating costs for non-consolidated
production........................... -- -- -- -- -- -- 5.9 5.9
Site restoration costs................. (0.1) (0.2) (0.8) (0.1) -- -- -- (1.2)
Change in bullion inventory............ (1.0) (0.1) 1.9 -- (0.7) -- -- 0.1
Management fees........................ -- 0.8 -- -- -- -- -- 0.8
Operating costs not related to gold
production........................... (1.0) (0.2) -- -- (0.5) (1.6) (1.6) (4.9)
-------- -------- -------- ------- ------- ----- ------- ---------
$ 20.7 $ 24.7 $ 60.3 $ 7.5 $ 14.3 $ -- $ 7.1 $ 134.6
======== ======== ======== ======= ======= ===== ======= =========
Equivalent gold ounces produced.......... 110,530 174,747 306,700 30,713 57,081 -- 26,788 706,559
======== ======== ======== ======= ======= ===== ======= =========
Total cash costs per ounce............... $ 187 $ 142 $ 197 $ 245 $ 251 $ -- $ 267 $ 191
======== ======== ======== ======= ======= ===== ======= =========
FOR THE YEAR ENDED DECEMBER 31, 2001
Total cash costs(a):
Operating expense per financial
statements........................... $ 28.9 $ 34.1 $ 82.9 $ 11.2 $ 17.4 $ 2.5 $ 3.7 $ 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........................... (0.9) (1.5) -- -- (0.3) (2.5) (2.7) (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(a):
Operating expense per financial
statements........................... $ 33.6 $ 33.7 $ 74.9 $ 8.4 $ 26.4 $ 1.3 $ 11.3 $ 189.6
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........................... (4.1) -- -- -- (0.8) (1.3) (0.7) (6.9)
-------- -------- -------- ------- ------- ----- ------- ---------
Total cash costs of production........... $ 29.4 $ 34.0 $ 73.6 $ 8.3 $ 25.6 $ -- $ 20.0 $ 190.9
======== ======== ======== ======= ======= ===== ======= =========
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
FOR THE YEAR ENDED DECEMBER 31, 1999
Total cash costs(a):
Operating expense per financial
statements........................... $ 28.9 $ 36.4 $ 69.1 $ 6.5 $ 27.9 $ -- $ 40.6 $ 209.4
Site restoration costs................. (0.1) (0.8) (1.1) -- (0.4) -- (0.7) (3.1)
Management fees........................ -- 0.8 -- -- 0.2 -- -- 1.0
Operating costs not related to gold
production........................... (0.1) -- -- -- (2.8) -- (5.5) (8.4)
-------- -------- -------- ------- ------- ----- ------- ---------
Total cash costs of production........... $ 28.7 $ 36.4 $ 68.0 $ 6.5 $ 24.9 $ -- $ 34.4 $ 198.9
======== ======== ======== ======= ======= ===== ======= =========
Equivalent gold ounces produced.......... 136,709 254,625 351,120 37,755 90,008 -- 142,191 1,012,408
======== ======== ======== ======= ======= ===== ======= =========
Total cash costs per ounce............... $ 210 $ 143 $ 194 $ 173 $ 277 $ -- $ 241 $ 196
---------------
(a) 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.
A-6
MINERAL RESERVES AND MINERAL RESOURCES
The following tables set forth Kinross' mineral reserves and mineral
resources for each of its properties which contain mineral reserves:
PROVEN AND PROBABLE MINERAL RESERVES
KINROSS GOLD CORPORATION'S SHARE AT DECEMBER 31, 2001
PROVEN PROBABLE TOTAL
KINROSS' ---------------------------- ---------------------------- ----------------------------
PROPERTY SHARE TONNES GRADE CONTAINED TONNES GRADE CONTAINED TONNES GRADE CONTAINED
-------- -------- ------- ------ --------- ------- ------ --------- ------- ------ ---------
(%) (000) (g/t) (ozs) (000) (g/t) (ozs) (000) (g/t) (ozs)
GOLD
Timmins -- Canada:
Hoyle Pond............. 100.0 367 13.31 157,000 554 14.04 250,000 921 13.74 407,000
Pamour (undeveloped)... 100.0 -- -- -- 14,167 1.65 753,000 14,167 1.65 753,000
Fort ▇▇▇▇ and Area --
USA(1)(2).............. 100.0 42,594 0.95 1,305,000 43,051 1.06 1,463,000 85,645 1.01 2,768,000
Stockpile(3)........... 100.0 16,618 0.51 270,000 1,657 0.84 45,000 18,275 0.54 315,000
Kubaka -- Russia......... 54.7 166 21.55 115,000 245 19.93 157,000 411 20.58 272,000
Stockpile.............. 54.7 446 5.44 78,000 -- -- -- 446 5.44 78,000
▇▇▇▇▇▇▇ -- Chile......... 50.0 11,275 0.96 347,000 12,280 0.91 359,000 23,555 0.93 706,000
Pacific Rim Denton
Rawhide -- USA......... 15.7 1,296 0.79 33,000 -- -- -- 1,296 0.79 33,000
------ ------ --------- ------ ------ --------- ------- ------ ---------
Total.................. 72,762 0.99 2,305,000 71,954 1.31 3,027,000 144,716 1.15 5,332,000
====== ====== ========= ====== ====== ========= ======= ====== =========
SILVER
Kubaka -- Russia......... 54.7 612 15.8 310,000 245 24.1 190,000 857 18.2 500,000
Pacific Rim
Denton Rawhide -- USA.. 15.7 1,296 11.3 470,000 19 16.4 10,000 1,315 11.4 480,000
------ ------ --------- ------ ------ --------- ------- ------ ---------
Total.................. 1,908 12.7 780,000 264 23.6 200,000 2,172 14.00 980,000
====== ====== ========= ====== ====== ========= ======= ====== =========
---------------
(1) The ▇▇▇▇ ▇▇▇▇ project and the Gil property, which are part of the Fort ▇▇▇▇
and area, are undeveloped.
(2) In place direct mill feed.
(3) Includes current stockpile and mill feed that will be stockpiled for future
processing.
CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MEASURED AND INDICATED
RESOURCES
This section uses the terms "measured" and "indicated" resources. We advise
U.S. investors that while those terms are recognized and required by Canadian
regulations, the U.S. Securities and Exchange Commission does not recognize
them. U.S. INVESTORS ARE CAUTIONED NOT TO ASSUME THAT ALL OR ANY PART OF MINERAL
DEPOSITS IN THESE CATEGORIES WILL EVER BE CONVERTED INTO RESERVES.
MEASURED AND INDICATED MINERAL RESOURCES (EXCLUDING RESERVES)
KINROSS GOLD CORPORATION'S SHARE AT DECEMBER 31, 2001
MEASURED INDICATED TOTAL
KINROSS' ---------------- ---------------- ----------------
PROPERTY SHARE TONNES GRADE TONNES GRADE TONNES GRADE
-------- -------- ------- ------ ------- ------ ------- ------
(%) (000) (g/t) (000) (g/t) (000) (g/t)
GOLD
Timmins -- Canada:
Hoyle Pond Underground............... 100.0 300 11.22 746 9.78 1,046 10.19
Pamour Open Pit...................... 100.0 -- -- 37,619 1.53 37,619 ▇.▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇:
Ft. ▇▇▇▇ and Area(4)................. 100.0 12,421 0.66 25,335 0.92 37,756 0.84
Kubaka -- Russia....................... 54.7 348 2.32 25 2.49 373 2.33
▇▇▇▇▇▇▇ -- Chile....................... 50.0 4,575 0.75 21,810 0.75 26,385 0.75
Pacific Rim ▇▇▇▇▇▇ Rawhide -- USA...... 32.1 1,123 0.55 46 0.68 1,169 0.56
------ ----- ------- ---- ------- -----
Total................................ 18,767 0.88 85,581 1.22 104,348 1.16
====== ===== ======= ==== ======= =====
SILVER
Kubaka -- Russia....................... 54.7 348 8.9 -- -- 348 8.9
Pacific Rim Denton Rawhide -- USA...... 32.1 1,123 8.9 46 13.5 1,169 9.0
------ ----- ------- ---- ------- -----
Total................................ 1,471 8.9 46 13.5 1,517 9.0
====== ===== ======= ==== ======= =====
---------------
(4) Kinross Share is 100% except Gil property at 80% (Indicated Resource of 3.4
million tonnes)
A-7
MINERAL RESERVE AND MINERAL RESOURCE NOTES
1. Reported reserves and resources have been calculated in accordance with:
the National Instrument 43-101 under the Canadian Securities Law, and the
Canadian Institute of Mining Standards ("CIM") on Mineral Resource and
Reserve Definitions and Guidelines. The mineral reserves presented herein
are compliant with the reserves categories of Industry Guide 7 applied in
the United States by the Securities and Exchange Commission.
An "Ore Reserve" or "Mineral Reserve" is the economically mineable part of
a measured or indicated 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 ore reserve or mineral reserve gives effect to diluting
materials and allowances for losses that may occur when the material is
mined but does not reflect any subsequent losses in leaching or milling.
Mineral reserves are further divided into proven and probable mineral
reserves.
A "Proven Mineral Reserve" comprises the economically mineable part of a
measured mineral resource where there is the highest degree of confidence
in the estimate. It is restricted to that part of the deposit where
production planning is taking place and for which any variation in the
estimate would not significantly affect potential economic viability.
A "Probable Mineral Reserve" is the economically mineable part of an
indicated, and in some cases a measured mineral resource where there is a
lesser degree of confidence in the estimate. The underlying preliminary
feasibility study must address whether economic extraction can be
justified.
The term "Mineral Resource" covers mineralization and natural material of
intrinsic economic interest which has been identified and estimated through
exploration and sampling. Within this mineralization, mineral reserves may
subsequently be defined by the consideration and application of technical
and economic factors. Mineral resources are sub-divided, in decreasing
order of geological confidence, into measured, indicated and inferred
categories.
A "Measured Mineral Resource" is one for which quantity, grade or quality,
densities, shape and 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.
An "Indicated Mineral Resource" is one where the nature, quality, quantity
and distribution of data are such as to allow confident interpretation of
the geological framework and reasonably to assume continuity of
mineralization. The indicated mineral resource estimate is intended to be
of sufficient quality to support a preliminary feasibility study which can
serve as the basis for development and production planning decisions.
2. The reserves and resources are based on an assumed gold price of $300 per
ounce, except for Pacific Rim-▇▇▇▇▇▇ Rawhide, which is based on a $325 gold
price, and reflect mining dilution and mining recovery.
3. Applying industry standard methodology, each property has a unique process
gold recovery and cutoff grade(s).
AVERAGE AVERAGE
PRODUCING PROCESS GOLD CUTOFF
PROPERTY RECOVERY GRADE(S) G/T
--------- -------- ------------
Hoyle Pond.................................................. 88.0% 7.68
Fort ▇▇▇▇................................................... 85.6% 0.43
True North.................................................. 85.0% 0.69
Kubaka...................................................... 97.5% 3.20
▇▇▇▇▇▇▇..................................................... 67.2% 0.48
4. Unlike reserves, resources do not have a demonstrated economic value.
5. Drill spacing used to determine reserves are as follows by property: Hoyle
Pond 7.6 meters for proven reserves, 15.2 meters for probable reserves,
Pamour 7.6 meters for probable reserves, Fort ▇▇▇▇ 36.6 meters for proven
reserves and 48.8 meters for probable reserves, True North 30.5 meters for
probable reserves, Kubaka 6.1 meters for both proven and probable reserves
and ▇▇▇▇▇▇▇ 7.6 meters for both proven and probable reserves.
A-8
6. The impact of a $25/oz. reduction in the gold price (to $275/oz.) results
in an estimated 8% decrease in reserve gold ounces. Alternately, the impact
of a $25/oz. rise in the gold price (to $325/oz.), results in an estimated
6% increase in reserve gold ounces.
7. Except for "Other Sources" listed below, Kinross' employees, who meet the
National Instrument 43-101 requirements for a Qualified Person, have
prepared the reserve and resource estimations.
QUALIFIED PERSONS RESPONSIBLE FOR ESTIMATED RESERVES AND RESOURCES
MINE/PROPERTY NAME TITLE(S)
------------- ---- --------
Hoyle Pond Mine........................ ▇. ▇▇▇▇▇▇, P. Eng. & A. Still, AGO Manager Technical
Services, Chief Geologist
(Hoyle Pond)
Other Timmins.......................... A. Still, AGO Chief Geologist (Hoyle
Pond)
Pamour................................. ▇. ▇▇▇▇▇▇, P. Eng. Manager Technical Services
(Hoyle Pond)
Fort ▇▇▇▇ Mine......................... ▇. ▇▇▇▇▇▇, P. Geo. & ▇. ▇▇▇▇▇▇, PE Chief Geologist (Fort
▇▇▇▇), Engineering Manager
(Kinross Technical
Services)
True North, ▇▇▇▇ ▇▇▇▇ and ▇▇▇.......... ▇. ▇▇▇▇▇▇, P. Geo. Chief Geologist (Fort
▇▇▇▇)
▇▇▇▇▇▇▇................................ ▇. ▇▇▇▇▇▇, PE Engineering Manager
(Kinross Technical
Services)
Goldbanks.............................. ▇. ▇▇▇▇▇▇, PE Engineering Manager
(Kinross Technical
Services)
Kubaka................................. ▇. ▇▇▇▇▇▇, PE & ▇. ▇▇▇▇▇▇▇▇, PE Engineering Manager
(Kinross Technical
Services), Engineering
Manager (Kubaka)
▇▇▇▇▇▇▇................................ ▇. ▇▇▇▇▇▇, PE Engineering Manager
(Kinross Technical
Services)
Norseman............................... ▇. ▇▇▇▇▇▇, P. Geo. & ▇. ▇▇▇▇▇▇, P. Sr. Geologist (Norseman),
Geo. Chief Geologist (Fort
▇▇▇▇)
OTHER SOURCES
▇▇▇▇▇▇/Goose Lake...................... MRDI, ▇. ▇▇▇▇▇, P. ▇▇▇.
Angostura.............................. Information provided by Greystar Resources
Dayton................................. Information provided by Dayton Mining Corp.
8. The preceding measured and indicated mineral resources and proven and
probable mineral reserves tables are as at December 31, 2001 and do not
take into account the joint venture formed by Kinross and Placer on July 1,
2002 pursuant to which Placer's Dome mine and Kinross' Hoyle Pond mine and
mill, Pamour and Nighthawk Lake mines and ▇▇▇▇ Creek mill were integrated
into a joint venture to be managed by Placer or a Placer affiliate. Kinross
and Placer hold a 49% and 51% participating interest in the joint venture
respectively. See "Description of Business and Properties -- Material
Properties -- The Kinross/Placer Dome Joint Venture".
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 the 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
A-9
hazardous chemicals, toxic substances, noise, community right-to-know, land use,
and reclamation. In total, Kinross has more than 300 separate environmental
permits and authorizations, as required by more than 150 individual
environmental laws and regulations, in at least 15 federal, state, provincial,
regional or local jurisdictions. Kinross is currently in compliance in all
material respects with all applicable environmental laws and regulations.
In 1998, Lassen Gold Mining Inc. (a Kinross subsidiary) was identified as a
Potentially Responsible Party ("PRP") under the U.S. Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. sec.sec.9601, et
seq.; the Resource Conservation and Recovery Act, as amended 42 U.S.C.
sec.sec.6901, et seq.; and the California Hazardous Substances Account Act, as
amended, the California Health and Safety Code sec.sec. 25300 et seq., in
connection with the PRC ▇▇▇▇▇▇▇▇▇ Superfund Site. Kinross became a member of the
▇▇▇▇▇▇▇▇▇ Environmental Trust that funded the site remediation. The total paid
to the Trust by Kinross was $175,552.00. 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
$152,307.61. 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 ▇▇▇▇▇▇▇▇▇ Superfund site. Kinross no longer has any liability associated
with the site.
Other than as disclosed herein, Kinross is not a PRP in any other CERCLA
action. See "Legal Proceedings".
MATERIAL PROPERTIES
The following properties have been identified as material to Kinross. All
production data is presented on a 100% basis with the exception of gold
equivalent production, which represents Kinross' proportionate share.
FORT ▇▇▇▇ MINE AND AREA, ALASKA
Kinross is the owner of the Fort ▇▇▇▇ mine. The Fort ▇▇▇▇ mine includes the
main Fort ▇▇▇▇ open pit mine, mill, and tailings storage facility, the True
North open pit mine, which commenced production in 2001, the ▇▇▇▇ ▇▇▇▇ project
and an 80% ownership interest in the Gil property that is subject to a joint
venture agreement with ▇▇▇▇▇ Resources Corp ("▇▇▇▇▇"). Kinross' ownership
interest in the Fort ▇▇▇▇ mine was acquired as a result of the merger (the
"Kinam Merger") with Amax Gold Inc. (now Kinam) on June 1, 1998. The Fort ▇▇▇▇
mine and True North mine employed approximately 360 people at December 31, 2001.
The Fort ▇▇▇▇ property has been pledged as security against a syndicated credit
facility with a syndicate of lenders led by Bank of Nova Scotia which supports,
inter alia, $49.0 million of industrial revenue bonds outstanding as at December
31, 2001.
Property Description and Location
Fort ▇▇▇▇ Open Pit
The Fort ▇▇▇▇ open pit mine mill and mineral claims cover approximately
20,500 hectares located 40 kilometres northeast of Fairbanks, Alaska. The claim
block consists of two State of Alaska Upland Mineral Leases, 1,168 State of
Alaska mining claims and one unpatented federal lode mining claim. The current
reserve is located on approximately 505 hectares of land held under State of
Alaska Upland Mineral Leases that expire in 2014. These leases may be renewed
for a period not to exceed 55 years.
The State of Alaska Upland Mineral Leases that the current reserves are
located on are subject to a 3% Alaska production royalty based on taxable
income. 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. The unpatented federal lode mining claim is owned by
Kinross and not subject to any royalties. There were no royalties paid in 2001
or 2000.
All requisite permits have been obtained for the mining and continued
development of the Fort ▇▇▇▇ open pit mine and are in good standing. Kinross is
in compliance with the Fort ▇▇▇▇ permits in all material respects.
True North Open Pit
The True North open pit mine mineral claims covers approximately 3,804
hectares located 40 kilometres northeast of Fairbanks, Alaska. The claim block
consists of 104 State of Alaska mining claims owned by Kinross and mineral
leases with third parties covering an additional 138 State of Alaska mining
claims.
A-10
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 state mining claims are subject to net smelter royalties ranging from
3.5% to 5%, less any advanced royalties paid. Kinross paid advance royalties of
$150,000 in 2001 and 2000.
All requisite permits have been obtained for the mining of Phase I of the
True North open pit mine which consists of the Hindenburg and East Pit Zones. As
at December 31, 2001, 47% of proven and probable reserves are located within the
Hindenburg and East Pit Zones. These permits are in good standing. Kinross is
currently in compliance with the True North permits in all material respects.
Kinross is currently in the process of amending the current True North permits
in order to further develop the deposit. Kinross estimates it has received the
required permits.
▇▇▇▇ ▇▇▇▇ Project
The ▇▇▇▇ ▇▇▇▇ project mineral claims cover approximately 500 hectares
located ten kilometres west 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, all leased from third parties. 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 2001 and 2000.
Kinross has conducted limited exploration on the properties since acquiring
the ▇▇▇▇ ▇▇▇▇ project from La Teko in 1999.
Gil Property
The Gil property mineral claims cover approximately 2,700 hectares located
contiguous to the Fort ▇▇▇▇ claim block. The claim block consists of 167 State
of Alaska mining claims and is subject to a joint venture agreement between
Kinross and ▇▇▇▇▇. 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
Access to the Fort ▇▇▇▇ mine from Fairbanks, Alaska is by 34 kilometres of
paved highway and eight kilometres of unpaved road. The True North mine is
located 18 kilometres west of the Fort ▇▇▇▇ property and is accessible by an
unpaved road. The ▇▇▇▇ ▇▇▇▇ project is located 65 kilometres from the Fort ▇▇▇▇
property and is accessible by 54 kilometres of paved road and 11 kilometres of
unpaved roads. The area is characterized by continental climate with cold dry
▇▇▇▇▇▇▇ and warm moist ▇▇▇▇▇▇▇. Daily sunlight varies from 4 to 20 hours per
day. Temperatures range from below -50 Celsius to above +35 Celsius. Mean
precipitation is approximately 30 centimeters annually.
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 ▇▇▇▇ 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 ▇▇▇▇
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 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇
property. Between 1987 and 1991, a number of companies conducted extensive
exploration work on the Fort ▇▇▇▇, True North and Gil properties. In 1991, Kinam
entered into a joint venture agreement with ▇▇▇▇▇ to explore the Gil property.
In 1992, Kinam acquired ownership of the Fort ▇▇▇▇ property. Construction of the
Fort ▇▇▇▇ mine and mill operations began in 1995 and were completed in
A-11
1997. Commercial production at Fort ▇▇▇▇ 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 ▇▇▇▇ mill. Commercial production at True North was
achieved on April 1, 2001. Pre-production capital expenditures for True North
were approximately $29.6 million.
Geological Setting 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
protoliths were comprised primarily of sedimentary and volcanic units, with only
minor rocks of plutonic origin. The region has undergone at least two periods of
dynamic and thermal metamorphism, an early prograde amphibolite event, and a
later, retrograde, greenschist facies event. Some workers have suggested a more
complex metamorphic history for the area, with the identification of four phases
of penetrative deformation.
The dominant rock unit in the district is the Fairbanks Schist. It is
comprised of ▇▇▇▇ to ▇▇▇▇▇ fine-grained micaceous schist and micaceous
quartzite. Interlayered with the Fairbanks Schist is the ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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.
Exploration
Kinross routinely carries out exploration and development activities on its
properties in the Fairbanks area. The 2001 exploration program focused on
drilling at the True North gold deposit. The bulk of work was drilling and was
completed to define the limits of strong mineralization in the area of the
Hindenburg pit and establish the continuity of mineralization in this portion of
the deposit. Limited drilling and other field activities were carried out at the
Gil project. A short drilling program was completed on the Steamboat prospect,
and mapping, trenching and sampling were completed at the Amanitaville prospect.
The planned exploration and development drilling program for 2002 includes
an in-pit drilling program at the Fort ▇▇▇▇ mine (approximately 20 holes
totalling about 5,500 meters) and areas immediately adjacent to it, a
comprehensive drilling program at the True North mine and vicinity (146 holes
totalling 10,725 meters), continued exploration drilling at the Gil project, and
less intensive exploration of other early-stage prospects elsewhere in the
Fairbanks region. The 2002 mineral exploration program may be modified from time
to time, in response to changing results from the work programs.
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.
A-12
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.
Reverse circulation drill cuttings are collected at one and a half meter
intervals by a geologist or helper at each drill site. The data for each sample
is entered in digitized format on a log sheet. Occasional written comments are
also made on the log. In an effort to collect the most representative sample
possible, 85 millimeter diameter core holes have been drilled at the Fort ▇▇▇▇
and ▇▇▇▇ ▇▇▇▇ 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 labelled 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 1.0
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.
Mineral Reserve and Resource Estimates
The following table sets forth the proven and probable reserves for the
Fort ▇▇▇▇ mine and area as at December 31, 2001 and 2000.
2001 2000
--------------------------------- ---------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------- ------- ----------- ------- ------- -----------
(000's) (gpt) (000's oz) (000's) (gpt) (000's oz)
Proven.............................. 59,212 0.83 1,575 104,834 0.80 2,678
Probable............................ 44,708 1.05 1,508 20,302 1.50 1,008
------- ---- ----- ------- ---- -----
Total............................... 103,920 0.92 3,083 125,136 0.90 3,686
======= ==== ===== ======= ==== =====
The December 31, 2001 Fort ▇▇▇▇ reserves were calculated by Kinross in
accordance with definitions and guidelines adopted by CIM. The reserves were
calculated under the supervision of T. ▇▇▇▇▇▇ ▇. ▇▇▇., a Qualified Person
employed by Kinross with at least five years experience. The reserves were
calculated using a gold price of $300 per ounce and a gold cut-off grade of 0.69
to 0.43 grams per tonne depending on mining experience. Kinross estimates that
life of mine mill recovery will average approximately 88%. Proven and probable
reserves decreased by 603,000 ounces of gold in 2001. While 477,000 ounces were
consumed by production, 126,000 ounces were re-classified as resources due to
changes in pit design due to mining experience.
In addition to proven and probable reserves, as at December 31, 2001,
Kinross has estimated 37.7 million tonnes of measured and indicated resources at
an average gold grade of 0.84 grams per tonne.
Mining and Milling Operations
The Fort ▇▇▇▇ and True North deposits are mined by conventional open pit
methods. Ore is removed from the Fort ▇▇▇▇ open pit by 135 tonne haul trucks and
dumped directly into a gyratory crusher. Ore mined from the True North open pit
is moved by 75 tonne haul trucks and dumped in an ore stockpile area. The ore is
then placed into road
A-13
licensed 55 tonne haulage trucks, trucked to and dumped into the gyratory
crusher at the Fort ▇▇▇▇ mill 18 kilometres away. Current life of mine plans
based on reserves and resources of the two deposits have production ending in
2011.
The processing facility at Fort ▇▇▇▇ is a standard cyanide
▇▇▇▇▇/carbon-in-pulp ("CIP") milling process. The mill processes ore on a 24
hour per day, 365 day per year schedule. The mill processed 38,929 tonnes per
day during 2001. Ore is crushed to minus 10 inches in the primary gyratory
crusher and conveyed to a coarse ore stockpile near the mill. From the coarse
ore stockpile the ore goes by conveyor to a semi-autogenous grinding mill, which
operates in closed circuit with two ball ▇▇▇▇▇ and a bank of cyclones for
particle sizing. Correctly sized material flows to a thickener and into ▇▇▇▇▇
tanks where cyanide is used to dissolve the gold. Dissolved gold is absorbed
into granular activated carbon particles in the CIP circuit. Carbon particles
loaded with gold are removed from the slurry by screening. The gold is stripped
from the carbon particles, plated onto a cathode by electrowinning, and melted
into dore bars for shipment to a refiner. The tailings slurry flows through a
cyanide detoxification process before flowing into the tailings impoundment
area. The only significant modification to the plant occurred in 1998 when a
pebble regrind crusher was added to the circuit to increase throughput. In 2002,
a tailings thickener was installed at a cost of approximately $5.0 million.
Summary of production and financial data
The following table summarizes certain gold production, operating and
financial information relating to the Fort ▇▇▇▇ mine for the periods indicated.
NINE MONTHS NINE MONTHS YEARS ENDED
ENDED ENDED ------------------------------------------
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2002 2001 2001 2000 1999
------------- ------------- ------------ ------------ ------------
SELECTED PRODUCTION AND OPERATING
INFORMATION:
Tonnes mined (000's of tonnes)............. 24,321.2 23,650.3 31,212.9 32,301.9 27,532.8
Ore processed (000's of tonnes)............ 10,455.8 10,413.6 14,209.1 13,603.2 12,533.8
Gold grade (gpt)........................... 1.04 1.06 1.05 0.94 0.95
Average gold recovery (%).................. 85 86 86 89 90
Gold equivalent production................. 296,162 306,700 411,221 362,959 351,120
Number of employees........................ 382 355 361 256 253
SELECTED FINANCIAL INFORMATION:
(in millions except unit costs)
Revenue.................................... 92.6 81.6 $ 109.0 $ 102.8 $ 98.3
-------- -------- --------- --------- ---------
Cost of production......................... 71.3 60.4 85.0 73.6 68.0
Inventory change........................... 0.7 (1.9) (3.0) -- --
Site restoration cost accruals........... 0.8 0.8 1.1 1.3 1.1
Depreciation, depletion and amortization... 37.1 31.7 42.9 31.9 43.9
Mining property writedown................ -- -- -- -- 108.8
Interest expense........................... 1.2 2.9 3.6 5.7 5.7
Exploration................................ 0.9 0.2 0.3 -- --
-------- -------- --------- --------- ---------
112 94.1 129.9 112.5 227.5
-------- -------- --------- --------- ---------
Net loss................................... (19.4) (12.5) $ (20.9) $ (9.7) $ (129.2)
======== ======== ========= ========= =========
OTHER FINANCIAL INFORMATION:
Capital expenditures....................... 12.0 16.9 $ 20.2 $ 17.6 $ 9.5
Unit costs:
Total cash costs per gold equivalent
ounce produced......................... 241 197 207 203 194
Total cash costs per tonne milled........ 7 6 6 5 5
Total production cost per gold equivalent
ounce.................................. 369 333 314 294 322
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 the heading "Calculation of Cash Costs, Production Costs and Realized
Revenue and Reconciliation to the Statements of Operations" on page A-5.
Gold equivalent production in 2001 was 411,221 ounces compared to 362,959
in 2000. In 2001, total cash costs were $207 per ounce of gold equivalent
compared to $203 in 2000. The Fort ▇▇▇▇ mine 2001 business plan called for
450,000 ounces of gold equivalent production at total cash costs of $196 per
ounce of gold equivalent. The plan was
A-14
predicated on production from the Fort ▇▇▇▇ open pit and supplemental feed from
the recently acquired True North deposit early in 2001.
For 2001, cash production costs were $2.8 million lower than planned.
Unfortunately, the reduced spending did not compensate for the delays in
achieving commercial production at the True North open pit, due to a prolonged
permitting process, unacceptable performance of the haulage contractor during
the third quarter of 2001 and lower than anticipated ore grade in the upper
benches at the True North open pit during the third quarter of 2001. The fourth
quarter of 2001 results were on plan as Kinross acquired the haulage fleet and
is managing the ore haulage operations from the True North open pit to the Fort
▇▇▇▇ mill. In addition, the grade of the ore mined during the fourth quarter of
2001 at the True North open pit was as planned. Estimated gold equivalent
production for 2002 is 440,000 ounces at total cash costs of approximately $210
per ounce.
Capital expenditures at the Fort ▇▇▇▇ operations in 2001 were $20.2 million
compared to $17.6 million during 2000. The majority of capital expenditures for
2001 were required to purchase nine haulage trucks for the True North ore
haulage, complete the access road from the Fort ▇▇▇▇ mill to the True North open
pit and for site infrastructure at the True North open pit. Planned capital
expenditures for 2002 are estimated to be $16.0 million.
Environmental and Site Restoration Costs
In 2001, all activities at the Fort ▇▇▇▇ and Area properties were, and have
continued to be, in compliance in all material respects with applicable
corporate standards and environmental regulations. Kinross estimates its site
restoration costs at the Fort ▇▇▇▇ and Area properties to be $13.9 million of
which $5.8 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 totalling $13.5 million for site
restoration obligations with the state government.
A-15
[MAP]
[FAIRBANKS GOLD LETTERHEAD]
THE KINROSS/PLACER DOME JOINT VENTURE
General
Kinross and Placer have 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
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇. Placer owns a 51% participating interest and
Kinross owns a 49% participating interest in the Porcupine Joint Venture, which
joint venture is managed by Placer. The Porcupine Joint Venture incorporates
Placer's Dome mine and mill, Kinross' Hoyle Pond, Pamour and Nighthawk Lake
mines and the ▇▇▇▇ 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 transferred to Kinross an
undivided 49% interest in all of Placer's assets owned, used or thereafter
acquired by Placer or its affiliates and located within a 100 kilometre radius
of Placer'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 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 or its affiliates, the benefit of any
royalty agreements in favour of Placer or its affiliates, the benefit of
Placer's leases and other contracts relating to Placer's real property and
mining claims in this area and the benefits which may be
A-16
obtained under any existing actions, claims or other proceedings relating to
Placer's business in this area and all goodwill attributable to such business.
Under the Asset Exchange Agreement, Kinross in turn transferred to Placer
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 favour 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, and Placer 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's contracts
relating to its Timmins operations remain in the name of Placer, 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
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 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 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 ▇▇▇▇ Creek mill
and tailings storage facility. In addition, the Porcupine Joint Venture
operations consist of a number of former producing mines, most notably the
Pamour and Nighthawk Lake mines. The Porcupine Joint Venture operations employed
approximately 842 people at July 1, 2002. READERS ARE CAUTIONED THAT THE
INFORMATION SET OUT IN THIS SECTION IS OF A HISTORICAL NATURE AND DOES NOT
REFLECT THE FORMATION OF THE PORCUPINE JOINT VENTURE.
The only producing mines forming part of the Porcupine Joint Venture in
Timmins at present are the Dome mine and the Hoyle Pond mine.
All of the information included therein on the Dome property has been
provided by Placer.
A-17
Property Description and Location
Hoyle Pond Underground Mine and ▇▇▇▇ Creek Mill
The Hoyle Pond underground mine, mineral claims and the ▇▇▇▇ Creek mill are
located in ▇▇▇▇▇ Township in Timmins, Ontario on 899 hectares of patented land,
441 hectares of land leased from the province and one private lease covering 65
hectares. 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 ▇▇▇▇▇ Township. Kinross owns an
additional 10,164 hectares of exploration properties nearby.
There are various royalties on the Hoyle Pond underground mine land
package. The only royalty requiring payment at present is a tonnage based
royalty on the private lease. Royalty payments were $0.1 million in both 2001
and 2000.
All requisite permits have been obtained for the mining and continued
development of the Hoyle Pond underground mine and the ▇▇▇▇ Creek mill and are
in good standing and the Porcupine Joint Venture is in compliance with Hoyle
Pond and ▇▇▇▇ Creek permits in all material respects.
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 2,740 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.
A two percent 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 respect.
Pamour and Nighthawk Lake Mines
The Pamour open pit and Nighthawk Lake underground mines and mineral claims
are located in Timmins Ontario on 12,385 hectares in 675 claim units. The Pamour
mine is approximately two kilometres south of and contiguous with the Hoyle Pond
mine while the Nighthawk Lake mine is approximately 17 kilometres southeast of
Hoyle Pond. 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
A-18
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.
Accessibility, Climate, Local Resources, Infrastructure, and Physiography
Access to the Hoyle Pond mine from Timmins is by 20 kilometres of paved
highway and three kilometres of unpaved roads. The Pamour mine is located two
kilometres south of the Hoyle Pond mine and accessible by an unpaved road. The
Nighthawk lake mine is located 17 kilometres southeast of the Hoyle Pond mine
and accessible by 10 kilometres of paved roads and seven kilometres of unpaved
roads. The area climate is cold ▇▇▇▇▇▇▇ and hot ▇▇▇▇▇▇▇. Temperatures range from
below -40 Celsius to above +30 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.
The ▇▇▇▇ Creek milling operation obtains its processing water from the ▇▇▇▇
creek located within the permitted property area. The land package includes
areas where additional tailings storage areas can be permitted. The current
tailings storage area has sufficient capacity for the next several years of
planned production. 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,
6 kilometres east of Timmins on Highway 101. Rail freight service is available
from the Falconbridge -- ▇▇▇▇ Creek metallurgical site 8 kilometers east of the
mine. The area climate is cold and dry ▇▇▇▇▇▇▇ and warm and moderately humid
▇▇▇▇▇▇▇. Temperatures range from below -40 celsius to above +30 celsius. Mean
rainfall is approximately 80 centimeters annually.
The terrain in the Timmins area is predominantly flat, with local relief
rarely exceeding 20 metres. The elevation for Tisdale township rises from 230
meters to 312 meters.
Large areas of muskeg are common in southern Tisdale Township, which
includes Dome mine. Vegetation around Dome mine consists of ▇▇▇▇ ▇▇▇▇, Poplar
and small bushes in drier areas; Spruce and Alder in the lower, wetter areas;
and Lichen with sparse trees in areas of large outcrops. Areas that were burnt
by the 911 fire are covered by scrub and secondary regrowth.
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.
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. Kinross acquired the Pamour mine in 1999.
The Hoyle Pond discovery hole was drilled by Texas Gulf in 1980. The area
was explored in 1980 to 1982. The mine was developed by ramp in 1983 and 1984.
The mine has been in continuous production since 1982 and was acquired by
Kinross pursuant to the merger with FGC 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 ▇▇▇▇ Creek mill has
gone through a series of expansions with current capacity of 1,500 tonnes per
day.
The Dome deposit was discovered in 1909. Operations commenced in 1910,
producing 214 ounces of gold. After a fire destroyed the first mill, a new mill
was officially opened in 1912. Due to World War I, the mill was shut down from
1917 to 1919. In 1929 the mill was destroyed by fire for a second time and put
back into operation in 1930. In 1984 the mill capacity was increased from 2,000
to 3,000 tons 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 produced
A-19
from the Paymaster property. In 1995, an expansion of the operations, which
included an enlarged open pit and 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
pit mining was commenced.
Geological Setting and Mineralization
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 structures.
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.
The Pamour mine is located approximately one kilometre 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.
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, ▇▇. ▇ ▇▇▇▇, ▇▇. ▇ Zone, Ramp Zone, "A" Zone and
Deadman Island Zone.
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.
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 south of the Dome Fault Zone
are the "Southern Greenstones", a south-dipping sequence of basalts consisting
of massive and pillowed flows.
A-20
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
Exploration expenditures within the Hoyle Pond mine totalled $1.0 million
during 2001. A total of 34,320 metres of diamond drilling was completed
primarily from underground workings. The focal target of exploration drilling
was the 1060 Zone, with smaller amounts of drilling targeting structures within
the 7 Vein structures and the Hoyle Pond Main Zone. Exploration successfully
increased proven and probable reserves by approximately 10% for 2001 year end
reserves. The 2002 budget for mine site exploration (prior to the Porcupine
Joint Venture) is $1.0 million to target structures primarily within the 1060
Zone.
Kinross' regional exploration within the Timmins camp totalled $0.3 million
during 2001; almost all of this was spent during the fourth quarter. A total of
7,753 metres of diamond drilling explored targets at Pamour North, the ▇▇▇▇▇▇▇▇
Central Porphyry Zone (CPZ) and at Coniaurum. The exploration budget for 2002
(prior to the Porcupine Joint Venture) is approximately $1.7 million.
Exploration will include targets at Pamour North, ▇▇▇▇▇▇▇▇ CPZ, Coniaurum,
Hallnor, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇.
In the case of the Dome property, during 2001, underground exploration
continued in a variety of geological settings. Targets included the 36 and 66
zones at depth, and the dacite and sed zones. All geological domains are being
reviewed for bulk zone targets. The underground exploration and delineation
program in 2001 consisted of 367 meters of development and 4,173 meters of
diamond drilling. In addition $380,000 was spent on drift rehabilitation to
access old areas.
Placer's regional exploration within the Timmins camp totaled $3.1 million
during 2001. Expenditure was committed to compilation and interpretation of
regional geophysical and geochemical data, development of 3-D structural models,
drilling identified targets (21,900 meters), acquiring properties and forming
joint ventures on prospective land holdings. The exploration budget for 2002
(prior to the Porcupine Joint Venture) is approximately $3.2 million.
Drilling, Sample and Analysis and Security of Samples
Kinross' diamond core drilling at the mine site during the year ended
December 31, 2001 consisted of underground core drilling and surface exploration
diamond core drilling. Sampling is conducted on a daily basis through the use of
chip samples, muck samples, and test holes (sludge samples). Ore development is
sampled at intervals of two to five meter intervals through the use of chip
samples and muck samples. Stopes are sampled at five meter intervals where
practical, and stope muck is sampled at intervals of 1 muck sample every 20-40
tonnes.
Samples are analysed at either the ▇▇▇▇ Creek assay lab (on-site lab
operated by Kinross' personnel) or at an independent assay lab. Most muck and
chip samples and surplus definition drill core are processed at the ▇▇▇▇ Creek
lab. All exploration drill core and overflow muck, chip and definition drill
core is processed at the independent assay lab. Samples at the ▇▇▇▇ Creek lab
are analysed using conventional fire assay methods with a gravimetric finish.
Samples at the independent lab are analysed using conventional fire assay
methods with a gravimetric finish. Samples containing coarse visible gold are
identified on the sample tag. Each of these samples will have a second reject
analysed as well as a check assay from the first reject resulting in a minimum
of three determinations. Check assays for all samples are conducted at the ▇▇▇▇
Creek lab twice on each tray of 25 samples. Blank samples are analysed at the
▇▇▇▇ Creek lab twice on each tray of 25 samples, and a standard is checked at
least once on a tray of 25 samples. At the independent lab, check assays are
determined every 8-10 samples, and a blank and a standard are analysed
approximately every 30 samples.
In the case of the Dome property, samples from surface and underground
production and exploration are analyzed primarily at the Dome mine site assay
laboratory. Check assays are processed both by the on site laboratory and
external laboratories. Multi-element analysis is conducted offsite. All gold
analyses are done by conventional fire assay methods with an AA finish. Samples
showing visible gold are assayed using either a gravimetric finish or pulp
metallic assay.
Underground ore development is sampled at intervals of two to three meter
intervals through the use of chip samples and muck samples. Cut and fill stopes
are sampled at approximately one sample for 30 tonnes, longhole stopes
A-21
are sampled at approximately one sample for 60 tonnes and bulk zones are sampled
at approximately one sample for 60 tonnes.
Open pit samples are collected from blasthole cuttings at approximately 10
meter intervals. In ore zones, a single sample is collected from each hole and
represents approximately 450 tonnes of ore. Waste zones are sampled at one in
four holes.
Mineral Reserve and Resource Estimates
The following table sets forth the proven and probable reserves for the
Hoyle Pond mine as at December 31, 2001 and 2000. The proven and probable
reserves reported below do not take into account the changes to reserve data
that may result from the Porcupine Joint Venture.
2001 2000
------------------------------- -------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ------- ---------- ------ ------- ----------
(000's) (gpt) (000's oz) (000's) (gpt) (000's oz)
Proven.................................. 367 13.31 157 362 12.20 142
Probable................................ 554 14.04 250 568 12.40 227
--- ----- --- --- ----- ---
Total................................... 921 13.74 407 930 12.30 369
=== ===== === === ===== ===
The December 31, 2001 Hoyle Pond reserves were calculated by Kinross in
accordance with definitions and guidelines adopted by the CIM. The reserves were
calculated under the supervision of ▇. ▇▇▇▇▇▇, P. Eng. and A. Still AGO, both
Qualified Persons employed by Kinross with at least five years experience. The
reserves were calculated using a gold price of $300 per ounce and a cut-off
grade between 7 and 8 grams per tonne for the Hoyle Pond Main Zone and between 8
and 10 grams per tonne for the 1060 Zone depending upon width and attitude of
the veins. High-grade assays were reduced to a maximum grade of 200 grams per
tonne in the Hoyle Pond Main Zone structure and the high-grade Porphyry Zones
east of the dyke, and 100 grams per tonne in the 1060 Zone structure. Based on
mining experience, an allowance for mining dilution of 10% to 30% at established
background values ranging from 0.6 to 0.8 grams per tonne has been made. Proven
and probable reserves increased by 38,000 ounces in 2001, of which 138,000
ounces were consumed by production, economic and engineering parameter changes
added 14,000 ounces and exploration activities added 162,000 ounces. Kinross
estimates that mill recovery will be approximately 88%.
In addition to proven and probable reserves, Kinross has estimated 1.2
million tonnes of measured and indicated resources at the Hoyle Pond mine at an
estimated average gold grade of 9.45 grams per tonne.
The following table sets forth the proven and probable reserves for the
Pamour mine as at December 31, 2001 and 2000. The proven and probable reserves
reported below do not take into account the changes to reserve data that may
result from the Porcupine Joint Venture.
2001 2000
-------------------------------- --------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------- ------- ---------- ------- ------- ----------
(000's) (gpt) (000's oz) (000's) (gpt) (000's oz)
Proven................................. -- -- -- -- -- --
Probable............................... 14,167 1.65 753 14,167 1.65 753
------ ---- --- ------ ---- ---
Total.................................. 14,167 1.65 753 14,167 1.65 753
====== ==== === ====== ==== ===
The December 31, 2001 Pamour reserves were calculated by Kinross in
accordance with definitions and guidelines adopted by the CIM. The reserves were
calculated under the supervision of ▇. ▇▇▇▇▇▇ P. Eng., a Qualified Person
employed by Kinross with at least five years experience. The reserves were
calculated using a gold price of $300 per ounce and a cut-off grade of 0.96
grams per tonne. Proven and probable reserves increased by 753,000 ounces in
2000 upon completion of feasibility study on the Pamour mine. Kinross estimates
mill recovery to be approximately 87%.
In addition to proven and probable reserves, Kinross has estimated 37.6
million tonnes of indicated resources at the Pamour mine suitable to open pit
mining at an estimated average gold grade of 1.5 grams per tonne.
In addition to the reserves and resources at Hoyle Pond and Pamour mines,
Kinross has calculated resources at a number of additional properties owned by
Kinross in the Timmins area. Measured and indicated resources amenable to
A-22
underground mining amount to an additional 2.6 million tonnes at an estimated
average grade of 4.4 grams per tonne. Measured and indicated resources amenable
to open pit mining amount to an additional 7.3 million tonnes at an estimated
average grade of 2.0 grams per tonne.
As the changes resulting from the Porcupine Joint Venture have not yet been
ascertained, Kinross is not yet able to determine the relevant reserves for the
properties forming part of the Porcupine Joint Venture, including the reserves
for the Dome mine. For the proven and probable reserve information for the Dome
mine as of December 31, 2001 and 2000, reported by Placer, without taking into
account the Porcupine Joint Venture, readers should refer to Placer's Annual
Information Form dated February 14, 2002 and its Annual Information Form dated
February 15, 2001.
Mining and Milling Operations
The Hoyle Pond operations consist of an underground mine serviced by two
declines and one shaft. The underground operations comprise 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 7 vein zones. The 1060 ramp extends to the 720 meter
level and services the 1060 Zone. Underground development completed in 2001
involved the extension of the 1060 ramp to the 700 meter level and the
excavation of an internal ore and waste pass system, complete with chutes. The
2002 business plan involves an extension of the 1060 ramp to the 820 meter
level. The shaft was completed in 1997 to a depth of 815 meters below surface.
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 and hoisting facilities. Current life of mine plans based on
reserves and 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 longhole methods.
The processing facility at ▇▇▇▇ Creek is a standard CIP milling process.
The mill processes ore on a 24 hour per day, 365 day per year schedule. The mill
processed 1,216 tonnes per day during 2001. Ore is crushed to minus one half
inch in the primary crusher and conveyed to a grinding circuit, which operates
in closed circuit with two ball ▇▇▇▇▇, two gravity Knelson concentrators and a
bank of cyclones for particle sizing. Correctly sized material flows to a
thickener and into ▇▇▇▇▇ tanks where cyanide is used to dissolve the gold.
Dissolved gold is absorbed into granular activated carbon particles in the CIP
circuit. Carbon particles loaded with gold are removed from the slurry by
screening. The gold is stripped from the carbon particles, plated onto a cathode
by electrowinning, and melted into dore bars for shipment to a refiner.
Summary of production and financial data
The following table summarizes certain gold production, operating and
financial information relating to the Hoyle Pond mine for the periods indicated.
The results of operations for the nine months ended September 30, 2002, include
the Company's 49% share of third quarter results of operations from the
Porcupine Joint Venture. All other historical data pertains to the Hoyle Pond
mine.
NINE MONTHS NINE MONTHS YEARS ENDED
ENDED ENDED -----------------------------------------
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31 DECEMBER 31 DECEMBER 31
2002 2001 2001 2000 1999
------------- ------------- ----------- ----------- -----------
SELECTED PRODUCTION AND
OPERATING INFORMATION:
Tonnes mined (000's of
tonnes) (100%)............. 6,076.7 484.3 635.8 790.8 774.6
Ore processed (000's of
tonnes) (100%)............. 1,311.9 316.3 443.9 460.6 419.1
Gold grade (gpt)............. 4.80 12.4 12.40 11.27 11.51
Average gold recovery (%).... 90 88 88 84 88
Gold equivalent production... 135,887 110,530 156,581 140,441 136,709
Number of employees.......... 756 288 379 419 527
A-23
NINE MONTHS NINE MONTHS YEARS ENDED
ENDED ENDED -----------------------------------------
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31 DECEMBER 31 DECEMBER 31
2002 2001 2001 2000 1999
------------- ------------- ----------- ----------- -----------
SELECTED FINANCIAL
INFORMATION:
(in millions except unit
costs)
Revenue...................... $ 43.7 $ 30.8 $ 41.7 $ 38.4 $ 38.2
------- -------- -------- -------- --------
Cost of production........... 25.8 20.7 28.5 29.4 28.7
Inventory change............. 0.8 1.0 (0.3) -- --
Site restoration cost
accruals................... 0.9 0.1 0.2 0.1 0.1
Depreciation, depletion and
amortization............... 13.0 10.4 12.8 13.1 12.2
Care and maintenance......... 0.4 1.0 0.9 4.1 0.1
Exploration.................. 1.3 -- 0.3 -- --
------- -------- -------- -------- --------
42.2 33.2 42.4 46.7 41.1
------- -------- -------- -------- --------
Net earnings (loss).......... $ 1.5 $ (2.4) $ (0.7) $ (8.3) $ (2.9)
======= ======== ======== ======== ========
OTHER FINANCIAL INFORMATION:
Capital expenditures......... $ 5.0 $ 6.3 $ 7.9 $ 13.9 $ 18.6
Unit costs:
Total cash costs per gold
equivalent ounce
produced................ 190 187 182 209 210
Total cash costs per tonne
milled.................. 20 65 64 63 68
Total production cost per
gold equivalent ounce... 350 288 265 303 300
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 the heading "Calculation of Cash Costs, Production Costs and Realized
Revenue and Reconciliation to the Statements of Operations" on page A-5.
Gold equivalent production in 2001 was 156,581 ounces compared to 140,441
ounces in 2000. In 2001, total cash costs were $182 per ounce of gold equivalent
compared to $209 in 2000. Cash production costs were on plan during 2001, 14%
lower than in 2000. This reduced spending combined with higher gold equivalent
production due to a 10% increase in the grade of ore processed, resulted in
lower per ounce total cash costs. Estimated gold equivalent production for 2002
is 145,000 ounces at total cash costs of approximately $193 per ounce.
Capital expenditures at the Hoyle Pond operations in 2001 were $7.9 million
compared to $13.8 million during 2000. The majority of capital expenditures for
2001 were required to further advance the 1060 ramp, underground development
drilling and underground fleet replacements. Planned capital expenditures for
2002 are estimated to be $8.6 million.
At the Dome mine underground mining is currently underway from the surface
to a depth of 1,340 metres. The main production and service shaft is the No. 8
shaft which extends 1,650 metres in depth. In 2001, the proportion of
underground ore provided by cut and fill mining was 4%, longhole mining provided
82% of the ore and development provided 14% of the ore.
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 metre 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 other support equipment.
Ore estimations 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
A-24
stockpiled for use in reclamation. Rock dumps are contoured and re-vegetated on
an ongoing basis as part of normal open pit operations.
In 2001, the underground mine provided 2,116 tonnes per day and the open
pit 9,180 tonnes per day. Open pit mineral reserves will be depleted in 2004.
Stockpiled ore is expected to sustain mill operations until the year 2007.
Gold is recovered 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
current mill facilities process over 11,500 tonnes of ore per day.
Environmental and Site Restoration Costs
In 2001, all activities at Kinross' Timmins operations were, and have
continued to be, in compliance in all material respects with applicable
corporate standards and environmental regulations. Kinross estimates its site
restoration costs at its Timmins operations 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 totalling $2.6 million for
site restoration obligations with the provincial government.
Work began at the Dome property as early as 1910. Prior to mining activity
the setting of the camp was undisturbed Northern Ontario boreal forest. A formal
closure plan for the properties has been filed with the government. It calls for
restoration of the sites, both physically and chemically. Reclamation is
ongoing; approximately 270 hectares of tailings and waste dumps has been
reclaimed since the end of 1999.
The Dome Watchful Eye (DWE) is the name given to a stakeholder group that
has been formed to support Dome Mine's Sustainability Policy. Community
membership was solicited at a Town Hall meeting at the Whitney Arena in May
1999. The main goal of this relationship is to recognize and understand
requirements, expectations and concerns of all parties. The group seeks to
critically examine identified issues and work with mine management to develop
strategies through consensus that meet the mutual needs of stakeholders, the
community and the company throughout and beyond the mine life.
A-25
The Dome Watchful Eye committee was bestowed the prestigious Award of Merit
presented by the City of Timmins Mayor elect ▇▇▇▇▇ ▇▇▇ for it's commitment and
dedication to our environment.
[MAP]
A-26
[MAP]
KUBAKA MINE, RUSSIAN FEDERATION
Kinross indirectly owns a 54.7% interest in Omolon Gold Mining Company
("Omolon"), a Russian joint stock company. The joint stock company 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 Birkachan exploration project located in far east Russia. The
majority of Kinross' ownership interest in the Kubaka mine was acquired as a
result of the merger of a wholly owned subsidiary of Kinross with Kinam Gold
Inc. (formerly Amax Gold Inc.) on June 1, 1998. The Kubaka mine employed
approximately 460 people at December 31, 2001.
Property Description and Location
The Kubaka open pit mine, infrastructure and mining concession covers
approximately 897 hectares located 320 kilometres south of the Arctic Circle and
950 kilometres northeast of the major port city of Magadan. 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, and limits the ownership of a foreign entity in Omolon
to a maximum of 56%. 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 2001, the Kubaka mine was subject to total
royalty and production based taxes of 11.8%. Kinross' proportionate share of
royalties and
A-27
production based taxes were $5.3 million in 2001 compared to $7.0 million in
2000. In addition, a 5% export tariff existed at December 31, 2001. The 5%
export tariff was cancelled in February 2002.
The Birkachan exploration project covers approximately 515 hectares and is
located 28 kilometres north of the Kubaka operations. Omolon holds the license
from the Russian government to conduct exploration activities at Birkachan.
Kinross is currently in discussions with various departments of the Russian
government to obtain the necessary mining license to initiate mining at the
Birkachan project.
All requisite permits have been obtained for the mining and continued
development of the Kubaka open pit mine and are in good standing. Kinross is in
compliance with the Kubaka and Birkachan permits in all material respects.
Accessibility, Climate, Local Resources, Infrastructure, and Physiography
Access to the Kubaka mine is by air from Magadan or by 700 kilometres of
unpaved road and 380 kilometres on a winter ice road. The winter ice road is
generally open from January until April and primarily used to ship the materials
and supplies necessary for the next years' production. The mine operates in
Arctic conditions. Daylight sunlight varies from 4 to 20 hours per day.
Temperatures range from below -50 Celsius to above 20 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
▇▇▇▇, low shrubs and small larch trees. In the valley bottom the ground surface
is hummocky and grass covered. The elevation ranges from 500 to 1,000 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 1500 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 ore bodies 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.
Construction of the mine and milling complex commenced in 1995 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.
Geological Setting 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
A-28
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 ore body was formed in the Devonian time period. It is located in a
caldera represented by a crest like depression about 2.5 kilometres in width and
4.2 kilometres in length. The strata are complex and consist of sedimentary
tuffs from the mid to late Devonian in age. Tuffs and ▇▇▇▇▇ ▇▇▇▇ 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.
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
In 1999, Kinross began an extensive drilling program looking for
alternative mill feed for the Kubaka operations beyond the then known mine life.
In 2000, these activities identified the Birkachan project located 28 kilometres
north of the Kubaka processing plant, 35 kilometres by winter road. Additional
exploration drilling continued during 2001. Current plans for 2002 are to
continue the exploration activities at Birkachan, and convert the current
exploration license to a mining license. 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 2003 or 2004.
Drilling, Sample and Analysis and Security of Samples
The resource has been explored using reverse circulation and diamond core
drilling, with the majority being diamond core drilling. The resource is drilled
on 20-meter sections, and in areas of complex geology or high grade, is drilled
on 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 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. Ten to fifteen percent of all samples are resubmitted to the site
laboratory as check samples. This includes all exploration, infill, and
production samples. Also, check samples are sent to labs in U.S.A, Canada and
Irkutsk.
Mineral Reserve and Resource Estimates
The following table sets forth the proven and probable reserves for the
Kubaka mine as at December 31, 2001 and 2000. Kinross' ownership interest of
these reserves is 54.7%.
2001 2000
-------------------------------- --------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------- ------- ---------- ------- ------- ----------
(000's) (gpt) (000's oz) (000's) (gpt) (000's oz)
Proven.................................. 1,119 9.81 353 1,433 10.90 501
Probable................................ 448 19.93 287 910 15.70 459
----- ----- --- ----- ----- ---
Total................................... 1,567 12.70 640 2,343 12.70 960
===== ===== === ===== ===== ===
The December 31, 2001 Kubaka reserves were calculated by Kinross in
accordance with definitions and guidelines adopted by the CIM. The reserves were
calculated under the supervision of ▇. ▇▇▇▇▇▇ P.E. and ▇. ▇▇▇▇▇▇▇▇ P.E., both
A-29
Qualified Persons employed by Kinross with at least five years experience. The
reserves were calculated using a gold price of $300 per ounce and a cut-off
grade of 3.20 grams per tonne. Proven and probable reserves decreased by 320,000
ounces in 2001, of which 437,000 ounces were consumed by production and economic
and engineering parameter changes added 117,000 ounces. Kinross estimates that
mill recovery will be approximately 98%.
Mining and Milling Operations
Kubaka is mined with conventional open pit mining methods. The reserves
were mined from two open pits, the main pit and the west pit. The main pit was
mined out in the third quarter of 2002, and the west pit, 200 meters to the
west, was exhausted in the third quarter of 2002.
Gold mineralization remains in the north high-wall and in the bottom of the
main pit, along with a small developed underground mine, 600 meters to the north
of the main pit. These are the North High Wall, Center Zone, and North Vein
underground mining projects. Currently, final approval of mine plans is being
sought for these projects. A portion of the existing open pit mining crew, along
with new employees, will be trained or re-certified in underground mining
practices.
Mining of these underground reserves is scheduled to start in the first
quarter 2003 and to continue through the end of fourth quarter 2003. They will
be mined with conventional shrinkage and long-hole mining methods. The previous
owners have completed some development in the North Vein and the North High Wall
projects, while no development exists on the Center Zone. As the ore is brought
to the surface, it will be rehandled with the open pit equipment and delivered
to the crusher area for crushing and additional processing.
These three underground mining areas have ore mining widths ranging from
one meters to six meters and contain grades in excess of 10 grams per tonne.
The processing facility at Kubaka is a standard CIP milling process. The
mill processes ore on a 24 hour per day, 365 day per year schedule. The mill
processed 2,436 tonnes per day during 2001. 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 CIP 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.
A-30
Summary of production and financial data
The following table summarizes certain gold production, operating and
financial information relating to the Kubaka mine for the periods indicated.
NINE MONTHS NINE MONTHS YEARS ENDED
ENDED ENDED -------------------------------------------
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31 DECEMBER 31 DECEMBER 31
2002 2001 2001 2000 1999
------------- ------------- ----------- ------------- -------------
SELECTED PRODUCTION AND OPERATING INFORMATION:
Tonnes mined (000's of tonnes) (100%)............. 6,027.2 7,518.0 9,938.9 11,510.9 9,470.8
Ore processed (000's of tonnes) (100%)............ 635.6 666.0 889.3 856.8 797.7
Gold grade (gpt).................................. 15.73 15.04 15.28 16.28 18.74
Average gold recovery (%)......................... 98 98 98 98 98
Gold equivalent production........................ 173,847 174,747 237,162 244,641 254,625
Number of employees............................... 451 475 466 441 407
SELECTED FINANCIAL INFORMATION:
(in millions except unit costs)
Revenue........................................... 49.0 49.1 $ 71.3 $ 72.1 $ 75.6
-------- -------- -------- ------- -------
Cost of production................................ 23.5 24.9 33.1 34.0 36.4
Inventory change/other............................ (3.5) (0.7) 0.9 (1.1) (0.6)
Site restoration cost accruals.................... 0.6 0.2 0.4 0.8 0.8
Depreciation, depletion and amortization.......... 13.9 17.9 24.1 30.8 35.9
Mining property writedown......................... -- -- -- -- 10.7
Interest expense.................................. 0.2 0.9 2.0 3.5 4.1
Exploration....................................... 1.1 1.8 2.1 2.3 1.8
Other............................................. -- -- (0.4)
-------- -------- -------- ------- -------
35.8 45.0 62.6 69.9 89.1
-------- -------- -------- ------- -------
Earnings (loss) before taxes...................... 13.2 4.1 8.7 2.2 (13.5)
Income and mining taxes........................... 4.4 2.7 4.3 4.1 2.9
-------- -------- -------- ------- -------
Net earnings (loss)............................... 8.8 1.4 $ 4.4 $ (1.9) $ (16.4)
======== ======== ======== ======= =======
OTHER FINANCIAL INFORMATION:
Capital expenditures.............................. 0.1 0.4 $ 0.4 $ 0.1 $ 1.1
Unit costs:
Total cash costs per gold equivalent ounce
produced...................................... 135 142 140 139 143
Total cash costs per tonne milled............... 37 37 39 39 46
Total production cost per gold equivalent
ounce......................................... 230 243 243 268 287
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 the heading "Calculation of Cash Costs, Production Costs and Realized
Revenue and Reconciliation to the Statements of Operations" on page A-5.
Gold equivalent produced represents the proportionate share related to
Kinross' ownership interest (54.7% in 2001 and 2000, 53% in 1999).
Kinross' share of gold equivalent production in 2001 was 237,162 ounces
compared to 244,641 in 2000. In 2001, total cash costs were $140 per gold
equivalent ounce compared to $139 in 2000. The Kubaka mine continues to perform
exceptionally well, having achieved the lowest total cash costs per ounce of
Kinross' primary operations. Cash production costs were on plan during 2001,
unchanged from 2000. Mill throughput increased by 4%, which helped to compensate
for the 6% decrease in the grade of the ore processed. Estimated gold equivalent
production for Kinross' ownership interest in 2002 is 230,000 ounces at total
cash costs of approximately $130 per ounce.
Kinross' share of capital expenditures at the Kubaka operations in 2001 was
$0.4 million compared to $0.3 million during 2000. The majority of capital
expenditures for 2001 were required to extend the gravel runway at the mine
airstrip and to purchase one additional diamond drill for exploration activities
at the nearby Birkachan exploration project. Kinross' share of planned capital
expenditures for 2002 are estimated to be $1.5 million.
A-31
Environmental and Site Restoration Costs
In 2001, all activities at the Kubaka operations were, and have continued
to be, in compliance in all material respects with applicable corporate
standards and environmental regulations. Kinross estimates its share of site
restoration costs at the Kubaka operations to be $3.2 million of which $3.1
million has been accrued as a long-term liability of Kinross.
[MAP]
E-CRETE PROJECT, ARIZONA
Kinross indirectly owns a 88.2% interest in E-Crete, LLC, an Arizona
limited liability company, which owns and operates a manufacturing facility for
autoclaved aerated concrete ("AAC"). E-Crete's main office is located in
Scottsdale, Arizona and its manufacturing facility is located in Casa Grande,
Arizona, approximately 70 kilometres southeast of Phoenix, Arizona.
AAC is a lightweight, high-strength, masonry building material produced
from high-silica mine tailings, cement, lime, gypsum, water and aluminum powder.
AAC was originally invented for wall and lintel construction, and has since
found widespread acceptance among construction professionals for commercial,
industrial, and residential load-bearing applications. AAC has excellent thermal
insulation, acoustic absorption, and fire-resistant properties, which have
created a demand for its use in non-load-bearing applications, such as sound
barrier walls, firewalls, and fencing.
A-32
Construction of the AAC plant was completed at a total cost of
approximately $9.0 million. This amount includes approximately $0.3 million in
capitalized interest. The plant is a 50,000 square foot steel building which
houses AAC manufacturing equipment designed to produce 350 cubic meters of AAC
per day. Kinross has guaranteed a land lease for 20 acres, on which the facility
is built. The agreements expire in March 2023 and may be extended for four
consecutive five-year periods. Kinross has guaranteed project-financing debt of
$3.9 million.
Activities in 2001 were primarily marketing, engineering and startup
manufacturing. There were no significant sales during 2001.
A-33
RISK FACTORS
The operations of Kinross are speculative due to the high risk nature of
its business which is the operation, exploration and development of mineral
properties.
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 which 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,
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, the nature of these risks are such that
liabilities could exceed policy limits or could be excluded from coverage. There
are also risks against which Kinross cannot insure or against which it may elect
not to insure. The potential costs which could be associated with any
liabilities not covered by 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.
ENVIRONMENTAL RISKS
Kinross' mining and processing operations and exploration activities in
Canada, the United States, Russia, 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, labour
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. For further information, please see the discussion under "Environmental
Regulations", "Material Properties -- Fort ▇▇▇▇ Mine and Area,
Alaska -- Environmental and Site Restoration Costs"; "Material Properties -- The
Kinross/Placer Dome Joint Venture -- Environmental and Site Restoration Costs";
and "Material Properties -- Kubaka Mine -- Russian Federation -- Environmental
and Site Restoration 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 $72.9 million based on information
currently available. As at December 31, 2001, Kinross has accrued $55.6 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 $12.6 million in 2002 as part of its
aggressive plan to get as many closure projects as possible to post closure
monitoring by the end of 2004.
A-34
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 on Kinross.
RESERVE ESTIMATES
The figures for reserves 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 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. Recently,
gold prices have been 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.
The amount of proven and probable gold does not necessarily represent an
estimate of a fair market value of the evaluated properties.
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, 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, labour 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.
In 2001, Kinross recorded a writedown of $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.
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.
A-35
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.
Of particular significance in Russia is the right of Russian authorities to
purchase gold produced from Omolon, with payment 50% in U.S. dollars and 50% in
Russian rubles at then current London gold prices. Under the terms of the Omolon
purchase and sale agreement, all dore must be initially offered to Gokhran
Russia ("Gokhran"), an entity responsible for precious metals and precious
stones established by the Ministry of Finance of the Russian Federation. Payment
for dore purchased by Gokhran has historically been made in Russian rubles (50%)
and U.S. dollars (50%) but most recently was paid 100% in rubles and Gokhran has
indicated that it has no intention of paying U.S. dollars henceforth. The dore
that Gokhran does not elect to purchase may be sold domestically to licensed
purchasers or exported by Omolon. During 2000, the Central Bank of Russia
required that Omolon, under a grandfathered clause, repatriate back to Russia
50% of export receipts and convert them into Russian rubles. During the year
ending December 31, ▇▇▇▇, ▇▇▇▇▇▇ sold all of its gold domestically for Russian
rubles.
Kinross currently has political risk insurance coverage from the United
States Overseas Private Investment Corporation and Multilateral Investment
Guarantee Agency covering a portion of its investment in Omolon. However, there
is no guarantee that Kinross will continue to qualify for such insurance.
In addition, the economies of the countries of Russia, 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.
GOLD PRICES
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.
HISTORY OF LOSSES
Kinross had net losses of $36.4 million, $125.4 million and $243.9 million
for 2001, 2000 and 1999, respectively. Kinross' ability to operate profitably in
the future will depend on the success of its three principal mining interests,
Fort ▇▇▇▇, Kubaka and the Porcupine Joint Venture, and on the price of gold.
There can be no assurance that Kinross will be profitable.
A-36
TITLE TO PROPERTIES
The validity of mining claims which constitute most of Kinross' property
holdings in Canada, the United States, 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 U.S. 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 U.S. 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 U.S. 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.
INSURANCE/SURETY
Kinross 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 Kinross or is obtainable only at significant
additional cost, Kinross may become subject to financial liabilities which may
affect its financial resources.
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 and also in Zimbabwean
dollars. While the Russian ▇▇▇▇▇, Chilean peso 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.
JOINT VENTURES
The Kubaka mine is currently and the Hoyle Pond, Pamour and Dome Mines will
be 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. See "Material Properties -- The Kinross/Placer Dome Joint
Venture" and "Material Properties -- Kubaka Mine, Russian Federation".
ROYALTIES
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. However, the
A-37
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%. See "Material
Properties Kubaka Mine, Russian Federation -- Property Description and Land
Location".
HEDGING
Kinross has historically reduced its exposure to gold and silver price
fluctuations by engaging in hedging activities. There can be no assurance that
Kinross will continue the hedging techniques successfully used, 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
London market prices as a result of its hedging activities.
EXECUTIVE COMPENSATION
The following table (presented in accordance with Form 40 of the Regulation
(the "Regulation")) made under the Securities Act (Ontario) 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, 2001 (to the extent
required by the Regulation) in respect of each of the individuals who were, at
December 31, 2001, 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(1) YEAR SALARY BONUS COMMON SHARE RESTRICTED
$ $ OPTIONS SHARE RIGHTS
GRANTED GRANTED
# #
-----------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 2001 387,360 64,560(2) 200,000 -- 52,534
Chairman and CEO 2000 403,932 -- 1,000,000 -- 79,183
(now President and CEO) 1999 403,850 146,194(3) 500,000 -- 95,109
--------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2001 228,421 32,900 125,000 -- 23,398
President and COO 2000 232,183 -- 435,000 -- 43,380
(now Vice-Chairman) 1999 232,164 92,160 250,000 -- 44,457
--------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇ 2001 193,680 64,560 80,000 -- 22,055
Exec. Vice President 2000 185,135 -- 280,000 -- 21,933
1999 185,098 57,212 250,000 -- 20,584
--------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 2001 172,892 63,527 80,000 -- 35,341(4)
Senior Vice-President 2000 175,037 26,929 100,000 72,000 17,371
Mining Operations 1999 175,002 40,385 250,000 -- 25,638
(now Executive
Vice-President and COO)
--------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ 2001 159,592 47,904 70,000 -- 30,613(4)
Vice President Finance 2000 161,573 16,830 110,000 28,000 13,775
and CFO 1999 161,540 29,616 100,000 -- 15,186
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
(1) Compensation, which is paid in Canadian dollars, is reported in the
financial statements in U.S. dollars. The rates of exchange used to convert
Canadian dollars to United States dollars are: 1999 -- 1.4857, 2000 --
1.4854, 2001 -- 1.5489
(2) Paid in January 2002.
(3) This amount represents bonus for 1999 of which $63,943 was paid in 1999 and
$82,251 was paid in 2000.
(4) Included in all other compensation is the value of the common stock received
under the restricted share rights granted in 2000.
For the period January 1 to December 31, 2001, the five senior executives
of Kinross received salaries, bonuses and other compensation totalling
$1,579,337 in respect of services rendered to Kinross and its subsidiaries.
A-38
OPTION GRANTS IN LAST FISCAL YEAR
The following table (presented in accordance with Form 40 of the
Regulation) sets forth stock options granted under Kinross' Stock Option Plan
during the fiscal year ended December 31, 2001 to each of the Named Executive
Officers.
In the case of Messrs. ▇▇▇▇▇▇ and Ditto, the options become exercisable as
to 33 1/3% on each of the first, second and third anniversary of the date of
grant. In the case of Messrs. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ 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
Kinross' Share Incentive Plan) of the Common Shares on the date of grant.
OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
% OF OPTIONS AVERAGE MARKET VALUE DATE OF
GRANTED DURING EXERCISE PRICE ON GRANT EXPIRY
NAME NUMBER LAST FISCAL YEAR (CDN. $/SHARE) (CDN. $/SHARE) D/M/Y
-----------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 200,000 14.03% 1.53 1.53 20/09/06
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 125,000 8.77% 1.53 1.53 20/09/06
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇ 80,000 5.61% 1.53 1.53 20/09/06
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 80,000 5.61% 1.53 1.53 20/09/06
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ 70,000 4.91% 1.53 1.53 20/09/06
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table (presented in accordance with Form 40 of the
Regulation) sets forth details of exercised stock options during the fiscal year
ended December 31, 2001 by each of the Named Executive Officers and the fiscal
year end value of unexercised options on an aggregate basis.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
---------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
COMMON VALUE OF UNEXERCISED
SHARES AGGREGATE UNEXERCISED AT IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE FISCAL YEAR-END FISCAL YEAR-END (CDN$)(2)
NAME EXERCISE REALIZED ($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
-----------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -- -- 2,583,333/366,667 90,000/0
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ -- -- 1,151,666/208,334 39,150/0
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇ -- -- 646,666/163,334 25,200/0
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ -- -- 466,666/163,334 9,000/0
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ -- -- 376,667/103,333 9,900/0
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
(1) Calculated using the closing price for a board lot of Common Shares on the
TSE.
(2) Value of unexercised-in-the-money options calculated using the closing price
of Cdn. $1.19 of the Common Shares of Kinross on the TSE on December 31,
2001, less the exercise price of in-the-money stock options.
PENSION 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 $62,721 to the
deferred profit sharing plan on behalf of the Named Executive Officers during
the year ended December 31, 2001.
The registered retirement savings plan is available to all non-unionized
Canadian employees and allows for the minimum contribution of Cdn. $60 per month
with Kinross matching 100% of this amount with any additional
A-39
contributions being matched by 50% up to a maximum of Cdn. $30. Kinross
contributed $2,788 to the registered retirement savings plan on behalf of each
of Messrs. Buchan, Caldwell, ▇▇▇▇▇ and ▇▇▇▇▇ during the year ended December 31,
2001.
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 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇.
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 1/3% 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 $4,576 to the
401(k) Savings Plan on behalf of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ during the year ended December
31, 2001.
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 benefit
obligations exist. Participants are allowed to direct the investment of the
pension plan account balances. Kinross contributed $8,676 to the Money Purchase
Plan on behalf of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ during the year ended December 31, 2001.
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. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇) or 2.5
(in the case of Messrs. ▇▇▇▇▇▇ and Ditto) multiplied by the sum of the Named
Executive Officer's annual compensation (annual base salary) and target bonus.
In the case of Messrs. ▇▇▇▇▇▇ and Ditto, the severance payment is paid to the
Named Executive Officer following a change of control of Kinross, at the option
of the Named Executive Officer. In the case of Messrs. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and
▇▇▇▇▇, the ▇▇▇▇▇▇▇▇▇ 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. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇
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
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 judgements and defence costs of up to
$25,000,000 per lawsuit, with a maximum coverage of $25,000,000 per year. The
total premium paid for this policy for the period June 1, 2001 to February 1,
2003 was $210,000.
INDEBTEDNESS OF DIRECTORS/EXECUTIVE OFFICERS UNDER THE STOCK OPTION PLAN
Kinross has provided financial assistance to directors/employees in the
past in connection with the Stock Option Plan. Certain executive officers of
Kinross have received assistance in the form of loans for a term of ten years
(of which the first five years are interest-free) for repayment of which they
have provided or undertaken to provide security to Kinross by way of a charge on
all securities purchased pursuant to Kinross' Stock Option Plan with such
financial assistance. In 2001, Kinross amended the Stock Option Plan by removing
the loan provision to directors/employees.
A-40
The following table (presented in accordance with Form 30 of the
Regulation) sets forth the indebtedness to, or guaranteed or supported by,
Kinross or any of its subsidiaries, of each director, executive officer, senior
officer, proposed nominee for election as a director and each associate of any
such director, officer or proposed nominee in respect of Kinross' Stock Option
Plan.
INDEBTEDNESS OF DIRECTORS/EXECUTIVE OFFICERS
UNDER THE STOCK OPTION PLAN
-------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
LARGEST AMOUNT AMOUNT FISCALLY ASSISTED
INVOLVEMENT OUTSTANDING OUTSTANDING AS AT SECURITIES SECURITY FOR
OF THE DURING THE YEAR JULY 8, 2002 PURCHASED INDEBTEDNESS
NAME AND PRINCIPAL POSITION CORPORATION (CDN. $) (CDN. $) DURING THE YEAR (NO. OF SHARES)
-----------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Lender 35,000 0 25,000 25,000
Vice President, Investor
Relations and Corporate
Development
-------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Lender 29,500 0 23,567 23,567
Corporate Secretary
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
COMPENSATION OF DIRECTORS
Each director who is not a salaried employee of Kinross or any of its
subsidiaries is paid Cdn.$15,000 per annum for his services as a director.
Directors are 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 receive a fee of Cdn.$1,250 per meeting
and the Chairman of each of these committees receives Cdn.$2,000 for acting in
this capacity.
Each director who is not a salaried employee of Kinross also receives an
initial grant of stock options pursuant to the Stock Option Plan upon joining
the board, the number of such options being determined by the Board of Directors
of Kinross.
In the year ended December 31, 2001, the following options were granted to
the non-executive directors of Kinross pursuant to Kinross' Stock Option Plan:
---------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
MARKET VALUE OF
COMPANY SHARES SECURITIES UNDERLYING
DATE OF GRANT UNDER OPTIONS EXERCISE PRICE OPTIONS ON DATE OF EXPIRATION
NAME D/M/Y GRANTED (CDN.$/SHARE) GRANT (CDN.$/SHARE) D/M/Y
-----------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇ 07/11/01 100,000 1.35 1.35 07/11/06
---------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 12/01/01 100,000 0.81 0.81 12/01/06
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
ACTIVITIES OF THE COMPENSATION COMMITTEE
The Compensation Committee members are Messrs. Huxley (Chairman), ▇▇▇▇▇▇
and ▇▇▇▇▇▇, all of whom are unrelated directors, as defined in the corporate
governance guidelines of the TSE (the "TSE Guidelines"). In carrying out its
mandate, the Compensation Committee met twice during the year ended December 31,
2001, on November 8 and December 13. In addition to the activities reported
below, the Compensation Committee developed a written charter for the
Compensation Committee and recommended the adoption of its charter to the Board
of Directors.
REPORT ON EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION PROGRAM
During the year ended December 31, 2001, the Compensation Committee
received a report from the Vice President, Human Resources on the compensation
review process which had been undertaken. 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
A-41
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.
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.
The Chairman and Chief Executive Officer presents 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 are then submitted for approval by the Board of Directors of Kinross.
Chairman and Chief Executive Officer Compensation
The Chairman of the Compensation Committee presents recommendations to the
Compensation Committee with respect to the Chairman and Chief Executive Officer.
In setting the Chairman and Chief Executive Officer's salary, the Compensation
Committee reviews salaries paid to other senior officers in Kinross, salaries
paid to other chief executive officers in the industry and the Chairman 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 Chairman and Chief Executive Officer is submitted for
approval to the Board of Directors.
Bonus
The Chairman and Chief Executive Officer of Kinross presents
recommendations to the Compensation Committee with respect to the senior
officers of Kinross. The Compensation Committee then determines bonuses for the
senior officers and reports the amounts to the Board of Directors of Kinross.
During the year ended December 31, 2001, the Compensation Committee made
recommendations to the Vice President, Human Resources for the implementation of
a more structured approach to year-end bonus determination and suggested a
framework to be developed by management.
Options
The Stock Option Plan of Kinross is administered by the Compensation
Committee and forms part of Kinross' Share Incentive Plan, which consists of the
Stock Option Plan and the Share Purchase 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.
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
Common Shares on the TSE on the trading day preceding the day on which the
option is granted. The options are for a term of five years and have various
vesting periods.
The maximum number of Common Shares issuable under the Stock Option Plan is
currently set at 12,500,000 in the aggregate, representing 61% of the total
Common Shares allocated to Kinross' Share Incentive Plan. The maximum number of
Common Shares reserved for issue to any one person under the Stock Option Plan
is limited to 5% of the outstanding number of Common Shares from time to time.
The initial grant 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.
A-42
SHARE PURCHASE PLAN
The Share Purchase Plan of Kinross is administered by the Compensation
Committee and forms part of Kinross' Share Incentive Plan. The Share Purchase
Plan is designed to advance the interests of Kinross through the motivation,
attraction and retention of employees of Kinross and to secure for Kinross and
its shareholders the benefits inherent in the ownership of Common Shares by
employees of Kinross.
Employees, including officers, of Kinross 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 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 Common Shares on the
TSE, for participants resident in Canada, or the American Stock Exchange, for
participants resident in the United States, for the five consecutive trading day
period prior to the end of the calendar quarter in respect of which the Common
Shares are issued. The maximum number of Common Shares issuable under the Share
Purchase Plan is currently set at 8,000,000 Common Shares in the aggregate,
representing 39% of the total number of Common Shares allocated to Kinross'
Share Incentive Plan.
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 Common Shares by 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 Common Share for a certain
period of time in accordance with the terms of the Restricted Share Plan. The
maximum number of Common Shares issuable under the Restricted Share Plan is
currently set at 1,000,000. The maximum number of Common Shares issuable to
insiders pursuant to the Restricted Share Plan, within a one-year period, is
limited to 10% of the total number of Common Shares then outstanding. The
maximum number of Common Shares issuable to any one insider and such insider's
associates pursuant to the Restricted Share Plan, within a one-year period, is
limited to 5% of the total number of Common Shares then outstanding. The maximum
number of Common Shares reserved for issue to any one person under the
Restricted Share Plan is limited to 5% of the number of 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 March 22, 2002 has been furnished by the
Chairman of Compensation Committee on the Committee's behalf.
(Signed) ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
A-43
LEGAL PROCEEDINGS
OMOLON LITIGATION
Kinross conducts business in Russia through its subsidiary, Omolon, which
is owned 45.3% by Russian shareholders. Two Russian shareholders and the Magadan
Administration on behalf of a third Russian shareholder (who together hold 38.1%
of the outstanding equity of Omolon) have separately instituted legal
proceedings against Omolon asserting that the original issuance of shares was
flawed, due to a failure to follow certain registration procedures required
under Russian law, and that the original share issuance was therefore null and
void. Those shareholders are claiming the ▇▇▇▇▇ equivalent of approximately
$67.0 million to cover their original investments plus compounded interest.
Underlying this dispute are unpaid loans made by the Magadan Administration to
these Russian shareholders at the time Omolon was capitalized. 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. These lawsuits have been encouraged
by the Magadan Administration as the major creditor of these shareholders.
On September 4, 2002, one of the Russian shareholders of Omolon who brought
a lawsuit against Omolon obtained an order from a court in the Magadan region of
the Russian Federation to arrest Omolon's gold inventory at the Kubaka mine as
well as existing funds in certain of Omolon's bank accounts in the total amount
of the ▇▇▇▇▇ equivalent of approximately $47 million pending resolution of that
shareholder's dispute with Omolon.
In response to these actions, Omolon has filed various motions and appeals
against the court's order. Pursuant to an appeal of the court's order, the court
ruled that the amount of the assets covered by the arrest order should be
lowered to the ▇▇▇▇▇ equivalent of $22.1 million. As a result, all of Omolon's
gold inventory which had been arrested has been released. However, certain bank
accounts of Omolon containing $22.1 million remain under arrest. Omolon has
filed an appeal requesting that the entire arrest be lifted in full. The hearing
on the appeal is scheduled for January 8, 2003.
In order to resolve the pending lawsuits and lift the court order, Omolon
reached agreements in principle with the Magadan Administration, representing
itself and the two largest Russian shareholders of Omolon. The agreements in
principle provide that:
- Omolon will purchase up to 45.3% of its outstanding shares currently
held by its Russian shareholders for the ▇▇▇▇▇ equivalent of $45.4
million;
- each Russian shareholder will withdraw any pending lawsuits asserted by
it;
- the court order arresting the accounts will be lifted; and
- the purchase price for the shares to be paid by Omolon to each of the
selling shareholders will be sufficient to repay their "gold" loans.
On December 3, 2002, and in accordance with the agreements in principle,
Omolon entered into separate binding purchase agreements with four of its five
Russian shareholders (holding, in the aggregate, 44.17% of Omolon's shares). The
fifth Russian shareholder (which is not a party to any of the pending lawsuits
against Omolon) did not tender its shares to Omolon within the prescribed
period. Assuming that each of the four share purchase agreements is implemented,
Kinross will own 98.14% of Omolon. As part of the implementation of each of the
share purchase agreements, all pending lawsuits against Omolon will be
withdrawn. The share purchase transactions with the four participating Russian
shareholders are expected to close by December 31, 2002. Funds to complete these
transactions will be paid out of Omolon's cash on hand. For further information
on the accounting treatment of this transaction, see note 2.12 to the pro forma
financial statements on page F-9.
Kinross has been advised by its counsel that Omolon has good defences
available to it and believes that it is possible that Omolon will ultimately
prevail in the pending lawsuits if the share purchase transactions are not
completed as agreed. However, the interpretation and application of the laws of
the Russian Federation 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 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, including a possible order that the distribution
of all issued shares of Omolon was invalid.
A-44
In the event that Omolon cannot close the share purchase agreements and is
ultimately unsuccessful in the legal proceedings, Omolon could be required to
effectively repurchase 38.1% of the outstanding shares of Omolon for as much as
$67.0 million in order to settle the proceedings. There would be no impact on
future revenues of this potential adverse ruling, but future dividends
anticipated from Omolon would be reduced by the increased cost of acquisition.
CHILEAN ARBITRATION
On September 19, 2002, Kinross and Bema, each 50% owners of CMM, announced
that CMM has received full payment of an award settlement of approximately $24
million from Fluor. Such payment followed a binding arbitration ruling in favour
of CMM announced in May 2002 in connection with formal arbitration proceedings
initiated by CMM against Fluor in 1999, to recover damages related to numerous
design and construction failures at the ▇▇▇▇▇▇▇ mine located in Northern Chile.
See "Recent Developments."
DERIVATIVE ACTION
In October 1996, an alleged shareholder derivative action was filed in the
Court of Chancery of Delaware on behalf of a stockholder of Kinross, entitled
▇▇▇▇▇ ▇▇▇▇▇ v. ▇▇▇▇▇▇ ▇. ▇▇▇▇, et al., C.A. No. 15255-NC, against Cyprus Amax,
the directors of Kinross 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 believes that the complaint is without merit and
intends to defend the matter vigorously.
CERCLA LIABILITY
In March 1994, the U.S. Forest Service notified Kinross that it considers
Kinross to be a Potentially Responsible Party ("PRP") under CERCLA, jointly and
severally liable with other PRP's for damages attributable to alleged releases
of hazardous substances from the Siskon Mine, located in the Klamath National
Forest in Siskiyou County, California. Kinross conducted a limited exploration
drilling program in the summer of 1991 on property at the Siskon mine site which
Kinross believes is not involved in the alleged releases. Based on facts
currently known to management, Kinross does not anticipate that this matter will
have a material effect on Kinross' financial condition or results of operations.
CLASS ACTION
Kinross has been named as a defendant in a class action complaint filed on
or about April 26, 2002, entitled ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, 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. The complaint names as
defendants Kinross Gold Corporation, its subsidiary, Kinross Gold U.S.A., Inc.,
its subsidiary Kinam Gold Inc., and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. The complaint is brought
on behalf of two potential classes, those that tendered their Kinam preferred
stock into the tender offer for the Kinam $3.75 Series B Preferred Stock
recently completed by Kinross Gold U.S.A. and those that 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 2001 was
a constructive redemption of the preferred, an impermissible amendment to the
conversion rights of the preferred, 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, and that the amount
offered in the tender offer of $16.00 per share was not a fair valuation of the
Kinam preferred. The complaint alleges breach of contract based on the governing
provisions of the Kinam preferred, 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) thereunder, 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. The complaint seeks damages ranging
from $9.80 per share, plus accrued dividends, to $39.25 per share of Kinam
preferred or, in the alternative, the issuance of 26.875 to 80.625 shares of
Kinross common stock for each share of Kinam preferred. It also seeks triple
damages under Nevada statutes. The parties have exchanged initial disclosures,
but there has not been any further discovery to date in the litigation and a
class has not been certified in this action. A second action seeking
certification as a class action and based on the same allegations
A-45
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 ▇▇▇▇▇ case and the ▇▇▇▇▇ plaintiffs have been
designated as lead plaintiffs. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and the firm of ▇▇▇▇▇▇ &
Montague, P.C., lawyers representing the ▇▇▇▇▇ plaintiffs, have been appointed
as Co-Lead Counsel in the case. The defendants have answered the complaints in
both cases. Kinross believes these claims are without merit and plans to
vigorously defend the litigation.
Kinross is also involved in legal proceedings and claims which arise 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 the
financial position, results of operations or cash flows of Kinross.
MARKET RISKS
To determine its market risk sensitivities Kinross uses an internally
generated model 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 we normally prepare a base case scenario and then look at
a $25 per oz. increase and decrease in the base case gold price to determine our
sensitivity to that variable.
The model we use covers the entire life of the mine. In each year, gold is
produced according to the mine plan, ore grade and recovery are consistent with
current operations and the mine plan, and the cost of production is estimated
based on current production costs plus the impact of any major changes to the
operation during its life. For quantitative disclosure of market risks
sensitivities, refer to Kinross' management's discussion and analysis of
financial results which is incorporated by reference in this circular.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The auditors of Kinross are Deloitte & Touche LLP, Chartered Accountants.
The transfer agent and registrar for the Kinross common shares is
Computershare Trust Company of Canada at its principal office in Toronto.
A-46
SCHEDULE B
INFORMATION CONCERNING TVX
TVX Gold Inc. was incorporated under the laws of the Province of British
Columbia on February 18, 1980 under the name Treasure Valley Explorations Ltd.
and was continued under the Business Corporations Act (Ontario) on October 31,
1984. On May 30, 1986, the name of TVX was changed to TVX Mining Corporation and
on November 26, 1986, the name of TVX was changed to Consolidated TVX Mining
Corporation. On January 7, 1991, the name of TVX was changed to TVX Gold Inc.
and TVX was continued under the Canada Business Corporations Act. The registered
and head office of TVX is located at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇.
TVX is principally engaged in the acquisition, financing, exploration,
development and operation of precious and base metals mining properties. TVX
holds interests in various operating mines around the world including, through
its approximate 50% controlling interest in the TVX Newmont Americas joint
venture: (i) a 25% interest in the New Britannia mine in Manitoba; (ii) a 25%
economic interest and 50% legal interest in the Crixas mine in Brazil; (iii) a
16% interest in the ▇▇▇▇▇▇▇▇▇▇▇ mine in Ontario; (iv) a 25% interest in La Coipa
mine in Chile; and (v) a 24.5% interest in the Brasilia mine in Brazil. TVX also
holds a 100% interest in certain development and operating assets in Greece
referred to as the Hellenic Gold Properties, which interest is subject to a 12%
carried interest and a right to acquire a 12% participating interest in favour
of certain third parties. The Hellenic Gold Properties are held through TVX's
subsidiary, TVX Hellas A.E., and include the Stratoni base metals operations and
the Skouries development project.
B-1
The following simplified chart describes the names of the principal
operating companies and holding companies of TVX and the percentage of equity
owned by TVX as at December 31, 2001:
[FLOW CHART]
---------------
Notes:
(1) Three individuals have been awarded a 12% carried interest and a right to
acquire a 12% participating interest in the Hellenic Gold Properties. Please
refer to disclosure under "Legal Proceedings -- The Hellenic Gold Properties
Litigation" for further information.
(2) TVX and Newmont each hold a 25% economic interest in the Crixas mine
pursuant to the terms of the TVX Newmont Americas joint venture.
B-2
PROPERTY AND OFFICE LOCATIONS
PROPERTIES:
A La Coipa (Chile)
B Crixas (Goias, Brazil)
C Brasilia (Minas Gerias, Brazil)
D New Britannia (Manitoba, Canada)
E Musselwhite (Ontario, Canada)
F Stratoni (Greece)
G Olympias (Greece)
H Skouries (Greece)
I Gurupi (Maranhao, Brazil)
OFFICE:
▇ ▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇, ▇▇▇▇▇▇)
[Map of Property and Office Locations]
B-3
RECENT DEVELOPMENTS
SHARE CONSOLIDATION
On June 30, 2002, TVX effected its previously announced consolidation of
its common shares on a one (1) for ten (10) basis. The consolidation was
approved by the TVX shareholders at the annual and special meeting of TVX held
on May 16, 2002. The post-consolidation TVX common shares commenced trading on
the Toronto Stock Exchange and the New York Stock Exchange on July 2, 2002.
EQUITY OFFERING
On March 27, 2002, TVX entered into an underwriting agreement with a group
of Canadian underwriters whereby TVX agreed to sell and the underwriters agreed
to purchase an aggregate of 7,150,000 common shares of TVX at a purchase price
of Cdn.$10.50 per common share payable in cash for an aggregate consideration of
Cdn.$75,075,000. TVX paid to the underwriters a fee of Cdn.$0.42 per common
share for an aggregate commission of approximately Cdn.$3 million. The offering
was completed on April 12, 2002. The net proceeds of the offering totalled
Cdn.$72,072,000.
SIGNIFICANT CHARGE AGAINST FOURTH QUARTER 2001 EARNINGS
After an examination of the carrying costs of each of its properties, TVX
recorded write-downs of $244.5 million against earnings in its consolidated
financial statements for the year ended December 31, 2001. Given the decision of
the Greek Conseil d'Etat, which effectively prohibited the development of the
Olympias project, $198.5 million of the charge related to the write-down of
TVX's investment in that project. TVX also partially wrote down its investment
in its Skouries development project in Greece by $25 million due to the then
prevailing metal price environment and the anticipated need for a joint venture
partner prior to development of the project. In addition, TVX wrote down $13
million and $8 million on its investment in the La Coipa and New Britannia
mines, respectively. The La Coipa mine write-down was taken after evaluating the
carrying value of the mine using lower long-term metal prices, whereas the
decision to take a charge against the New Britannia mine was made after a
re-evaluation of its remaining known mineral reserves.
GOLD HEDGE POSITION RESTRUCTURING
In August 2001, TVX announced the completion of a restructuring of its gold
hedge positions thereby eliminating its exposure to gold lease rate swap
obligations. TVX announced the replacement of its 390,000-ounce $360 long put
position, which had been financed with a gold lease rate swap, with a
550,000-ounce "plain vanilla" long put position having a strike price of $250
per ounce. The new $250 puts mature over a period from 2003 through to 2006,
similar to the previous put position. These 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 net cost of restructuring
these positions was $0.8 million.
EXCHANGE OF 5% GOLD LINKED CONVERTIBLE NOTES FOR COMMON SHARES
In July 2001, TVX issued 32,150,118 common shares (321,501,177 common
shares before giving effect to the one (1) for ten (10) consolidation which took
effect on June 30, 2002), representing approximately 90% of the then outstanding
TVX common shares after giving effect to such issuance, in exchange for $250
million 5% gold linked convertible notes of TVX. In connection with this
transaction, a new board of directors was elected at the annual and special
meeting of shareholders of TVX held on June 28, 2001. At such meeting, Messrs.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Q.C., W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, T. ▇▇▇▇ ▇▇▇▇▇▇, J.S.A. ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ were elected directors of TVX.
All directors other than ▇▇. ▇▇▇▇▇▇ had not previously been directors of TVX.
Subsequent to the shareholders meeting, ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇, who had previously
served as a director of TVX, was appointed as a director.
B-4
DESCRIPTION OF BUSINESS AND PROPERTIES
OPERATING MINES -- PRECIOUS METALS
The following table summarizes TVX's current interests in producing and
previously producing precious metals mines and its annual share of production
from each mine, except for changes in ownership as noted. TVX determines gold
equivalent ounces by using the ratio of the spot gold price to the spot silver
price on the day that the production is sold and converts silver ounces to gold
ounces at this ratio.
CURRENT
PRECIOUS METALS MINES INTEREST 2001 2000 1999 1998 1997
--------------------- -------- --------- ------- ------- ------- -------
(gold ounces)
La Coipa, Chile(1)................. 25% 78,000 87,300 186,200 225,600 182,200
Crixas, Brazil(2).................. 25% 48,100 48,200 57,700 72,100 64,100
Brasilia, Brazil(3)................ 24.5% 45,800 56,100 67,200 88,800 51,600
New Britannia, Canada(4)........... 25% 28,600 26,400 37,000 48,800 45,700
▇▇▇▇▇▇▇▇▇▇▇, Canada(5)............. 16% 37,300 39,100 49,900 63,800 48,900
Casa ▇▇▇▇▇▇▇, Canada(6)............ 0% n/a n/a n/a n/a 2,800
--------- ------- ------- ------- -------
237,800 257,100 398,000 499,100 395,300
========= ======= ======= ======= =======
CURRENT
BASE METALS MINES INTEREST 2001 2000
----------------- -------- --------- -------
Stratoni(7)........................ 100%*
Zinc (tonnes).................... 31,700 16,800
Lead (tonnes).................... 26,500 15,600
Silver (ounces).................. 2,005,000 985,000
---------------
(1) Includes gold equivalent ounces; decreased from 50% to 25% effective July 1,
1999.
(2) While TVX maintains a 50% legal interest, a 25% economic interest was sold
to Newmont (formerly Normandy) effective July 1, 1999. Royalty payment
obligations consist of 1.0% of sales.
(3) Increased from 23% to 33% in January, 1994; and increased to 49% at the end
of 1997; decreased to 24.5% effective July 1, 1999. Royalty payment
obligations consist of 1.33% of sales.
(4) For accounting purposes, commercial production commenced August 1, 1996;
interest decreased from 50% to 25% effective July 1, 1999. Royalty payment
obligations consist of 1.38% net smelter royalty.
(5) Commercial production commenced April, 1997; interest decreased from 32% to
16% effective July 1, 1999. Royalty payment obligations consist of a 3.75%
net operating profit royalty and a 5% net profit interest (both royalties
apply after recovery of all project costs which is estimated to be in 2009).
(6) Operations suspended in January, 1997; increased interest from 60% to 100%
effective December 31, 1997; sold interest to Aurizon Mines Limited
effective August 27, 1998.
(7) Commenced operations as a separate business unit within TVX Hellas in 2000.
* Subject to a 12% carried interest and a right to acquire a 12% participating
interest in favour of certain third parties. See "Legal Proceedings -- The
Hellenic Gold Properties Litigation."
CALCULATION OF CASH COSTS, PRODUCTION COSTS AND REALIZED REVENUE AND
RECONCILIATION TO THE STATEMENTS OF OPERATIONS
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.
B-5
NINE MONTHS NINE MONTHS YEARS ENDED
ENDED ENDED ------------------------------------------
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2002 2001 2001 2000 1999
------------- ------------- ------------ ------------ ------------
CASH COSTS
Total cost of sales (000,s)............ 89,569 79,922 108,148 106,804 87,298
Stratoni cost of sales (000's)......... (23,481) (16,794) (22,530) (16,004) --
-------- -------- -------- -------- --------
Cash cost of precious metal sales...... 66,088 63,128 85,618 90,800 87,298
Ounces sold (000's) -- consolidated.... 356.3 357.3 474.9 508.7 514.4
Cash Cost per Ounce.................... $ 185 $ 177 $ 180 $ 178 $ 170
PRODUCTION COSTS
Total mine operating costs (000's)..... 114,135 109,728 148,391 144,804 135,334
Stratoni mine operating costs
(000's).............................. (25,262) (17,890) (24,401) (17,007) --
-------- -------- -------- -------- --------
Production costs -- precious metals.... 88,873 91,838 123,990 127,797 135,334
Ounces sold (000's) -- consolidated.... 356.3 357.3 474.9 508.7 514.4
Production costs per ounce............. $ 249 $ 257 $ 261 $ 251 $ 263
REALIZED REVENUE
Total revenue (000's).................. 135,683 119,312 158,340 170,030 162,856
Stratoni revenue (000's)............... (21,986) (18,736) (24,160) (16,081) --
-------- -------- -------- -------- --------
113,697 100,576 134,180 153,949 162,856
Revenue -- mine operations (000's)
--................................... 109,608 96,285 128,900 142,481 146,569
Revenue -- hedging (000's) --.......... 4,089 4,291 5,280 11,468 16,287
-------- -------- -------- -------- --------
113,697 100,576 134,180 153,949 162,856
Ounces sold (000's) -- consolidated
--................................... 356.3 357.3 474.9 508.7 514.4
Ounces sold (000's) -- TVX's share
--................................... 178.1 178.6 237.4 254.4 393.1
Revenue per ounce -- mine
operations(1)........................ $ 308 $ 270 $ 272 $ 279 $ 285
Revenue per ounce -- hedging(2)........ 23 24 22 45 42
-------- -------- -------- -------- --------
Total realized revenue per ounce....... $ 331 $ 294 $ 294 $ 324 $ 327
---------------
(1) Revenue per ounce from mine operations is calculated by dividing revenue
from mine operations by ounces sold, on a consolidated basis.
(2) Revenue per ounce from hedging activities is calculated by dividing revenue
from hedging activities by ounces sold, based on TVX's share only.
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 mining property write-downs which
do not occur in all periods but are included under GAAP in the determination of
net earnings or loss.
Cash costs and production costs are calculated in accordance with "The Gold
Institute Production Cost Standard". Cash costs, production costs and realized
revenue may not be comparable to similarly titled measures of other companies.
Cash costs, productions costs and realized revenue are used by management
to assess profitability and cash flow of individual operations as well as to
compare to other precious metal producers.
SUMMARY OF RESERVES AND RESOURCES
An "Ore Reserve" or "Mineral Reserve" is the economically mineable part of
a measured or indicated 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 ore
reserve or mineral reserve gives effect to diluting materials and allowances for
losses that may occur when the material is mined but does not reflect any
subsequent losses in leaching or milling. Mineral reserves are further divided
into proven and probable mineral reserves.
A "Proven Mineral Reserve" comprises the economically mineable part of a
measured mineral resource where there is the highest degree of confidence in the
estimate. It is restricted to that part of the deposit where production
B-6
planning is taking place and for which any variation in the estimate would not
significantly affect potential economic viability.
A "Probable Mineral Reserve" is the economically mineable part of an
indicated, and in some cases a measured mineral resource where there is a lesser
degree of confidence in the estimate. The underlying preliminary feasibility
study must address whether economic extraction can be justified.
The term "Mineral Resource" covers mineralization and natural material of
intrinsic economic interest which has been identified and estimated through
exploration and sampling. Within this mineralization, mineral reserves may
subsequently be defined by the consideration and application of technical and
economic factors. Mineral resources are sub-divided, in decreasing order of
geological confidence, into measured, indicated and inferred categories.
A "Measured Mineral Resource" is one for which quantity, grade or quality,
densities, shape and 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.
An "Indicated Mineral Resource" is one where the nature, quality, quantity
and distribution of data are such as to allow confident interpretation of the
geological framework and reasonably to assume continuity of mineralization. The
indicated mineral resource estimate is intended to be of sufficient quality to
support a preliminary feasibility study which can serve as the basis for
development and production planning decisions.
The following table presents the mineral reserves by property and should be
read in conjunction with the "Notes to the Reserves and Resource Tables". The
mineral reserves shown in the table represent TVX's share for each of its
operating mines and mineral projects.
Reserve figures are estimates and no assurances can be given that the
indicated quantities of gold will be produced. Markets and short-term operating
factors relating to the ore reserves, such as the orderly development of
orebodies or the processing of new or different grades of ore, could affect
TVX's profitability in any particular accounting period.
MINERAL RESERVES(1)(2)(3)(4)
(as of December 31, 2001)
2001 2000
--------------------------------------------------------------------------------------- ---------
PROVEN +
PROVEN PROBABLE PROVEN + PROBABLE PROBABLE
--------------------------- --------------------------- --------------------------- ---------
CONTAINED CONTAINED CONTAINED CONTAINED
GOLD AND GOLD EQUIVALENT TONNES GRADE OUNCES TONNES GRADE OUNCES TONNES GRADE OUNCES OUNCES
------------------------ ------- ----- --------- ------- ----- --------- ------- ----- --------- ---------
(000's) (g/t) (000's) (000's) (g/t) (000's) (000's) (g/t) (000's) (000's)
OPERATING MINES
La Coipa.................... 8,583 1,857 10,440
Gold...................... 1.14 313 1.43 86 1.19 399 410
Silver.................... 57.5 15,853 54.5 3,253 56.9 19,106 23,453
------ ---- ------ ------- ---- ----- ------- ---- ------ ------
Gold Equivalent(5)........ 8,583 2.15 591 1,857 2.39 143 10,440 2.19 734 840
Crixas...................... 578 7.27 135 481 7.41 114 1,059 7.33 250 271
Brasilia(6)................. 78,572 0.43 1,081 12,029 0.43 164 90,601 0.43 1,246 873
New Britannia............... 107 5.42 19 464 4.73 70 573 4.86 89 119
▇▇▇▇▇▇▇▇▇▇▇................. 1,631 5.73 301 427 4.78 65 2,058 5.53 366 406
------ ---- ------ ------- ---- ----- ------- ---- ------ ------
MINES TOTAL................. 2,127 556 2,685 2,509
TVX HELLAS PROJECTS
Olympias (undeveloped) +.... -- -- -- -- -- -- -- -- -- 3,767
Skouries (undeveloped)...... 20,274 1.01 656 109,274 0.87 3,059 129,548 0.89 3,715 3,715
------ ---- ------ ------- ---- ----- ------- ---- ------ ------
TVX HELLAS TOTAL............ 656 3,059 3,715 7,482
====== ===== ====== ======
TVX GRAND TOTAL............. 2,783 3,615 6,400 9,991
====== ===== ====== ======
B-7
2001
--------------------------------------------------------------------------------------------
PROVEN PROBABLE PROVEN + PROBABLE
---------------------------- ----------------------------- -----------------------------
TVX HELLAS CONTAINED CONTAINED CONTAINED
BASE METALS AND SILVER TONNES GRADE METAL TONNES GRADE METAL TONNES GRADE METAL
---------------------- ------ ------- --------- ------- ------- --------- ------- ------- ---------
(000's) (000's) (000's) (000's) (000's) (000's)
Stratoni.................... 723 1,362 2,085
Zinc...................... 9.9% 72 t 11.4% 155 t 10.9% 227 t
Lead...................... 8.0% 57 t 7.9% 108 t 7.9% 165 t
Silver.................... 213 g/t 4,946 oz 193 g/t 8,467 oz 200 g/t 13,413 oz
------ ------- -------- ------- ------- -------- ------- ------- ---------
Olympias (U/G)*+............ -- -- --
Zinc...................... -- -- -- -- --
Lead...................... -- -- -- -- --
Silver.................... -- -- -- -- --
------ ------- -------- ------- ------- -------- ------- ------- ---------
Skouries
Copper.................... 20,274 0.58% 119 t 109,274 0.55% 606 t 129,548 0.56% 725 t
====== ======= ======== ======= ======= ======== ======= ======= =========
2000
---------
PROVEN +
PROBABLE
---------
TVX HELLAS CONTAINED
BASE METALS AND SILVER METAL
---------------------- ---------
(000's)
Stratoni....................
Zinc...................... 66 t
Lead...................... 56 t
Silver.................... 4,200 oz
---------
Olympias (U/G)*+............
Zinc...................... 702 t
Lead...................... 530 t
Silver.................... 51,000 oz
---------
Skouries
Copper.................... 725
=========
---------------
* excludes surface stockpiles
+ due to the Conseil d'Etat decision, Olympias reserves have been reclassified
as mineral resources (See -- "Legal Proceedings -- Litigation in Greece")
The following mining recovery rates have been applied to the mineral
reserves estimates noted in the above table: La Coipa, 78%; Crixas, 95%;
Brasilia, 77%; New Britannia, 90%; ▇▇▇▇▇▇▇▇▇▇▇, 95%; Stratoni, 83%; Olympias,
85%; and Skouries, 95%.
CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MEASURED AND INDICATED
RESOURCES
This section uses the terms "measured" and "indicated" resources. We advise
U.S. investors that while those terms are recognized and required by Canadian
regulations, the U.S. Securities and Exchange Commission does not recognize
them. U.S. INVESTORS ARE CAUTIONED NOT TO ASSUME THAT ALL OR ANY PART OF MINERAL
DEPOSITS IN THESE CATEGORIES WILL EVER BE CONVERTED INTO RESERVES.
The following table presents the mineral resources by property and should
be read in conjunction with the "Notes to the Reserve and Resource Tables". The
mineral resources shown in the table represent TVX's share for each of its
operating mines and mineral projects.
MINERAL RESOURCES(1)(3)(4)
(as of December 31, 2001)
2001 2000
--------------------------------------------------- ---------------
MEASURED + MEASURED +
MEASURED INDICATED INDICATED INDICATED
--------------- --------------- --------------- ---------------
GOLD AND GOLD EQUIVALENT TONNES GRADE TONNES GRADE TONNES GRADE TONNES GRADE
------------------------ ------- ----- ------- ----- ------- ----- ------- -----
(000's) (g/t) (000's) (g/t) (000's) (g/t) (000's) (g/t)
AMERICAS -- MINES
La Coipa........................................... 2,476 1,625 4,101 4,788
Gold............................................. 1.12 1.30 1.19 1.16
Silver........................................... 45.39 28.6 38.7 35.00
------ ----- ------ ----- ------ ----- ------ -----
Gold Equivalent(5)............................... 2,476 1.92 1,625 1.80 1.87 1.80
Crixas............................................. -- -- -- -- -- -- -- --
Brasilia(6)........................................ 11,025 0.45 35,525 0.38 46,550 0.40 37,262 0.43
New Britannia...................................... 13 3.45 340 3.51 353 3.51 552 3.84
▇▇▇▇▇▇▇▇▇▇▇........................................ 402 7.63 88 11.87 489 8.39 632 5.34
AMERICAS -- EXPLORATION
Gurupi............................................. -- -- 30,192 1.39 30,192 1.39 15,096 1.39
TVX HELLAS PROJECTS
Olympias........................................... 9,019 9.00 3,604 9.83 12,623 9.24
Skouries........................................... -- -- 61,685 0.67 61,685 0.67
B-8
2001 2000
-------------------------------------------------------- -------------------
MEASURED + MEASURED +
MEASURED INDICATED INDICATED INDICATED
TVX HELLAS ---------------- ----------------- ----------------- -------------------
BASE METALS AND SILVER TONNES GRADE TONNES GRADE TONNES GRADE TONNES GRADE
---------------------- ------ ------- ------- ------- ------- ------- ------- ---------
(000's) (g/t) (000's) (g/t) (000's) (000's)
Stratoni....................................... -- -- -- --
Zinc......................................... -- -- -- --
Lead......................................... -- -- -- --
Silver....................................... -- -- -- --
------ ------- ------- ------- ------- ------- ------- ---------
Olympias (U/G)*................................ 6,566 3,604 10,170 275 6.9%
Zinc......................................... 6.8% 7.1% 6.9% 4.8%
Lead......................................... 5.1% 5.3% 5.2% 170.2 g/t
Silver....................................... 155 g/t 156 g/t 155 g/t
------ ------- ------- ------- ------- ------- ------- ---------
Skouries
Copper....................................... -- -- 61,685 0.54% 61,685 0.54% 61,685 0.54%
====== ======= ======= ======= ======= ======= ======= =========
---------------
* excludes surface stockpiles
NOTES TO THE RESERVE AND RESOURCE TABLES
(1) TVX's reserves and resources were estimated as at December 31, 2001 using
cut-off grades noted in the following table:
2001 GOLD RESERVE 2001 GOLD RESOURCE
CUT-OFF GRADES CUT-OFF GRADES
----------------- ------------------
(g/mt) (g/mt)
MINES
La Coipa.................................................... 0.95* 0.95*
Crixas...................................................... 3.00 3.00
Brasilia.................................................... 0.30 0.30
New Britannia............................................... 3.26 3.26
▇▇▇▇▇▇▇▇▇▇▇................................................. 3.25 3.25
PROJECTS
Gurupi...................................................... -- 0.50
---------------
* Represents silver converted to gold equivalent
Cut off values for a specific volume of polymetallic mineralization are
based upon the calculated metal value contained within the mineralization,
using current approximate metal prices. At Stratoni, the cut off value for
proven and probable reserves is $59.00 per tonne net smelter value. Average
dilution (by weight) used in the estimation of the reserves is 17.4% and the
average mining recovery is estimated to be 83%. At Skouries, the cut-off
value for proven and probable reserves varies between $6.80 per tonne for
the proposed open pit and $11.38 per tonne for ore requiring blasting within
the proposed sub-level cave, and the cut-off value for the estimation of
measured and indicated resources is 0.4 grams gold per tonne. Mining
recoveries and dilution were estimated for each reserve block and vary
depending on the mining method used and the location of the reserve block
within the ore body. At Olympias, the cut-off value for the estimation of
measured and indicated resources is $30.86 per tonne.
Cut-off grades were determined from the following average long-term metal
prices:
2001 METAL PRICES 2000 METAL PRICES
---------------------------------------- ----------------------------------------
GOLD SILVER ZINC LEAD COPPER GOLD SILVER ZINC LEAD COPPER
---- ------ ---- ---- ------ ---- ------ ---- ---- ------
($ per ounce) ($ per pound) ($ per ounce) ($ per pound)
MINES
La Coipa............................. 265 4.65 -- -- -- 300 5.50 -- -- --
Crixas............................... 300 -- -- -- -- 300 -- -- -- --
Brasilia............................. 300 -- -- -- -- 300 -- -- -- --
New Britannia........................ 300 -- -- -- -- 290 -- -- -- --
▇▇▇▇▇▇▇▇▇▇▇.......................... 275 -- -- -- -- 300 -- -- -- --
Stratoni............................. -- 4.25 0.37 0.23 -- -- 5.00 0.51 0.23 --
--- ---- ---- ---- ---- --- ---- ---- ---- ----
PROJECTS
Olympias............................. 325 5.50 0.50 0.25 -- 325 5.50 0.50 0.25 --
Skouries............................. 300 -- -- -- 0.80 300 -- -- -- 0.80
Gurupi............................... 325 -- -- -- -- 325 -- -- -- --
--- ---- ---- ---- ---- --- ---- ---- ---- ----
Gold and silver prices used for estimated reserve and resource cut-off
values at TVX's operations vary depending upon the estimates made by the
mine operators. Variations in base metal and silver prices used for
determining cut-off values are dependant upon the operational status of the
site.
(2) Drill spacing used to determine reserves varies by ore type and are as
follows by property: La Coipa 25 meters for proven reserves, 50 meters for
probable reserves; Crixas 25 meters for proven reserves, 50 meters for
probable reserves; Brasilia 100 meters for proven reserves, 150 meters for
probable reserves; New Britannia 50 feet for proven reserves, 50 to 200 feet
for probable reserves; ▇▇▇▇▇▇▇▇▇▇▇ 50 meters for proven reserves, 50 meters
horizontal by 25 meters vertical for probable reserves; Stratoni maximum of
15 meters for proven reserves, 15 to 35 meters for probable reserves; and
Skouries 50 meters for proven reserves and 100 meters for probable reserves.
B-9
(3) Reserve and resource figures are estimates and no assurances can be given
that the indicated quantities of metals will be produced. Market and
short-term operating factors relating to the ore reserves, such as the
orderly development of orebodies or the processing of new or different
grades of ore, could affect TVX's profitability in any particular accounting
period.
(4) TVX's reserves and resources are estimated in accordance with the standards
defined by the Canadian Institute of Mining, Metallurgy and Petroleum.
(5) Gold equivalent ounces represent silver ounces converted to gold ounces at a
ratio of 57 to 1.
(6) On June 7, 2002 the TVX Newmont joint venture purchased Newmont's 50%
interest in the Gurupi project joint venture in return for a net smelter
interest.
(7) The reserves and resources have been prepared by following "qualified
persons", as that term is defined in National Instrument 43-101 of the
Canadian Securities Administrators. ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, a former
employee of TVX Newmont, has reviewed all reserve and resource estimates.
RESERVES RESOURCES
MINE/ ------------------------------------------- -------------------------------------
PROJECT NAME TITLE NAME TITLE EMPLOYED BY
--------------------- ----------------------- ----------------- ----------------- ----------------- ----------------
La Coipa ▇▇▇▇ ▇▇▇▇▇ Chief Engineer ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Geologist Placer Dome
▇▇▇▇▇▇ Guaringa Chief Mining Eng. Placer Dome
Crixas ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ de Mining Engineer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Geologist AngloGold
▇▇▇▇▇▇
Brasilia ▇▇▇▇▇▇▇ Batolochi Fabio Geologist ▇▇▇▇▇▇▇ Batolochi Geologist RTZ
Marques ▇▇▇▇▇ ▇▇▇▇▇▇▇
New Britannia ▇▇▇▇ ▇▇▇▇▇ Chief Geologist ▇▇▇▇ ▇▇▇▇▇ Chief Geologist TVX Newmont
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Chief Engineer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Chief Geologist Placer Dome
Gurupi ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Consultant ▇▇▇▇▇▇▇▇ Consultant TVX Newmont
▇▇▇▇▇▇▇▇▇
Stratoni ▇▇▇▇ ▇▇▇▇▇▇▇ Manager, ▇▇▇▇ ▇▇▇▇▇▇▇ Manager, TVX Hellas
Olympias Technical Technical
Skouries Services Services
EXPLORATION AND BUSINESS DEVELOPMENT
TVX's exploration and business development strategy combines the
acquisition of promising advanced stage properties with limited grassroots
exploration to ensure a steady supply of projects to maintain long-term growth
in precious metals production.
The TVX Newmont Americas joint venture evaluates exploration opportunities
and directs activities located internationally. Operating mines actively explore
on their respective mine properties or venture areas. Exploration and business
development expenses during 2001, including exploration activities at operating
mines, amounted to $3.4 million.
The allocation of exploration and business development expenses reflects
TVX's current exploration and business development strategy. Consolidated
exploration expenses for each of the last five years were as follows:
2001 2000 1999 1998 1997
---- ---- ---- ---- -----
(millions)
North America............................................... $1.0 $1.1 $0.8 $1.2 $ 2.6
South America............................................... 2.1 4.3 3.4 4.3 9.3
Europe...................................................... -- 0.1 0.3 0.6 --
Other....................................................... 0.3 -- -- 0.2 2.1
---- ---- ---- ---- -----
$3.4 $5.5 $4.5 $6.3 $14.0
==== ==== ==== ==== =====
B-10
GOVERNMENT CONTROLS AND REGULATIONS
TVX's operations are in different countries and are subject to various
levels of government controls and regulations which are amended from time to
time in these countries. Outlined below are some of the more significant aspects
of such controls and regulations which materially affect the principal areas of
business of TVX in Brazil, Canada, Chile and Greece.
BRAZIL
An exploration licence entitling the holder to prospect Brazilian mineral
properties must be requested in an exploration application addressed to the
General Director of the National Department of Mineral Production which, when
registered, guarantees the applicant priority if the prospect applied for is not
already covered by a geological reconnaissance permit, exploration licence,
mining concession or mine manifest in favour of others and if no prior
application has been filed for authorization to prospect in the same area.
An exploration licence from the General Director of the National Department
of Mineral Production specifies the properties included within the area of
prospecting and defines the latter by locality, boundaries and surface area.
An exploration licence is valid for three years, can be renewed for a
further period under special conditions and may be transferred. Within the term
of an exploration licence, its holder must submit to the General Director of the
National Department of Mineral Production a report of exploratory work done.
Upon submission of that report, the General Director of the National Department
of Mineral Production proceeds to an on-the-spot verification of its accuracy
and approves that report when the existence of an ore deposit has been
confirmed. Upon approval of that report, the holder of the licence has one year
to apply for a mining concession. The holder of an exploration licence is
allowed to receive a provisional licence to sell metals covered by such a
licence until the granting of a mining concession.
An application for a mining concession must be addressed to the Brazilian
Mining Ministry by the holder of an approved authorization to prospect,
supported by information regarding the plan for economic development of the
deposit, including a description of the mining plan, the processing plants,
proof of the availability of funds or existence of financial arrangements for
carrying out the economic development plan and operation of the mine and an
Environmental Impact Report.
The holder of an approved Brazilian mining concession must, among other
things, start working within six months after publication of the Portaria de
Lavra. The mining work, once commenced, cannot be interrupted for more than six
consecutive months except for proven reasons of force majeure. No significant
fees or other payments are required to be paid in connection with the issuance
of an exploration licence, an application for concession or a mining concession.
Corporations in Brazil are generally subject to taxes at a rate of 25% of
profits plus a Social Contribution Tax equal to 9% of accounting income; these
tax rates are subject to change by the Brazilian legislature. Tax holidays exist
to encourage development of certain regions of the country. Foreign corporations
may remit all of their Brazilian profits in dividends without incurring
withholding tax. A Financial Transaction Tax of 1% and a 3.65% tax levied on any
revenues generated by a company are applied on the sale of gold in the Brazilian
market (export of gold is tax exempt).
On the ultimate sale of an investment in Brazil, present Brazilian
regulations provide that the foreign investor may remit the proceeds of the sale
free of withholding tax up to the amount of the registered foreign capital of
the remitter. TVX had registered foreign capital of $14.7 million in Brazil as
of December 31, 2001.
CANADA
The gold exploration and mining industry in Canada operates under both
federal and provincial legislation governing exploration, development and
production. Such legislation encompasses, among other things, the method of
acquisition and ownership of mineral rights, labour practices, health and safety
standards, royalties, mining and income taxes and exports.
The mining industry in Canada is also subject to legislation at both the
federal and provincial levels relative to the protection of the environment. In
particular, such legislation imposes rigorous standards on the mining industry
to reduce or eliminate the effects of wastes generated by extraction and
processing operations and subsequently deposited on the ground or emitted into
the air or water.
Accordingly, the design of mines and ▇▇▇▇▇ and the conduct of overall
extraction and processing operations are subject to the restrictions contained
in such legislation. In addition, the construction, development and operation of
a
B-11
mine, mill and refinery typically entail compliance with applicable
environmental legislation and/or review processes and the obtaining of land use
and other permits, water licences and similar authorizations from various
governmental agencies. In particular, legislation is in place for lands under
federal jurisdiction or located in certain provinces which provides for the
preparation of environmental impact assessment reports prior to the commencement
of any mining operations. These reports entail a detailed technical and
scientific assessment as well as a prediction of the impact on the environment
of proposed development.
Failure to comply with the legislation can have serious consequences.
Orders may be issued requiring operations to cease or be curtailed or requiring
installation of additional facilities or equipment. Violators may be required to
compensate those suffering loss or damage by reason of their mining activities
and may be fined if convicted of an offense under such legislation.
CHILE
Any person or entity, whether or not Chilean, may apply for a concession
with respect to precious metals properties in Chile. Concessions with respect to
precious metals properties may be of two kinds: exploration concessions and
exploitation concessions. While an exploration concession entitles its holder to
explore Chilean precious metals properties, the holder of an exploration
concession must file a further petition in order to obtain an exploitation
concession permitting its holder to start mining operations. An exploitation
concession may also be applied for independently of a previously granted
exploration licence. There are presently no restrictions on foreign ownership of
precious metal properties in Chile. Foreign investment is registered with the
Central Bank upon entry into Chile and, until recently, was not allowed to be
repaid for a period of three years.
Corporations in Chile are taxed at 17% on profits. In addition, a
withholding tax is charged when dividends are distributed. The corporate tax is
creditable against the withholding tax resulting in a combined tax rate of 35%.
There are no restrictions on the amount of dividend remittances.
GREECE
The ownership of real estate which includes both land and buildings is
guaranteed and protected by the Greek Constitution. It is not extended, however,
to include mining rights to the ore which is in or underneath the land, although
the mining rights are a kind of right in rem like the ownership of tangibles and
as such enjoy protection under the law. Mining rights are acquired either by
concession from the State or, under certain procedures, by lease from the
concessionaire or by transfer from the concessionaire. A straight concession
imposes obligations for exploration, development and exploitation but not for
the payment of a royalty or fee, while a rental fee is paid on a lease.
Mining rights can be acquired by foreigners. However, in certain controlled
areas, called border areas, additional procedures have to be followed for public
security purposes. TVX Hellas obtained its concessions and mining rights under
special procedures governing the restructuring of its predecessor, an existing
mining operation, and the transfer contract has been ratified by the Greek
Parliament by a special law.
The movement of capital, the remittance of profits and dividends, and
payments in general are unrestricted as per the European Union regulations. In
addition, foreign investments in any productive field, like mining, may obtain
special privileges, based on laws governing foreign and/or local investments.
Among such privileges are cash grants to subsidize part of the investment cost.
Research, development and exploitation of mining rights are governed by
special laws, the Mining Code and the Regulation of Mining Works, which dictate
to both the permits required and the appropriate organization required to run
the mining operation. Accordingly, the design of the mines and ▇▇▇▇▇, their
development and operation, the construction of the required facilities and the
disposal of wastes and tailings are all subject to the above laws as well as to
other laws which refer to the specific subject. The above legislation, in
addition to controlling and imposing restrictions, also facilitates the
development and exploitation of mines as part of the national wealth of the
country. The legislation, for example, allows the expropriation of the land
necessary for the operation of the mines. Building permits and environmental
protection are regulated by general legislation.
The permits for the construction and operation of the gold plant of TVX
Hellas are regulated by the special law which ratified the contract by which it
acquired the mining rights and related property. The special law comprehensively
specifies the licences and permits required for the mining operations, the
authorities responsible to issue them and the procedures which guarantee their
timely issuance.
B-12
The Greek legislation for protection of the environment, which is of
European Union origin, is applicable for mining. Environmental Impact
Assessments Reports must be prepared and approved for each operation as part of
the procedure for obtaining the necessary permits for drilling, construction,
development and operation. The procedure entails local notification of planned
operations and expressions of opinion by local authorities. The approval of the
Environmental Impact Assessments Report lies, in principle, with the central
authorities. TVX Hellas acquired the mining rights and facilities from an
existing mining operation and many of the required permits were thereby
acquired. TVX Hellas is released by the special law of any liability for actions
or omission which took place before it acquired the property. In addition, TVX
Hellas has been given an extension to prepare the special Environmental Impact
Assessments Reports for old operations and submit them for approval.
The net profits of TVX Hellas are taxed at a rate of 35%, while any
distribution of dividends is free from any tax or surtax. Despite the higher
general corporate income tax rate of 37.5%, the above rate of 35% still applies
to TVX Hellas for a 10-year period because TVX Hellas was granted a guaranteed
10-year 35% tax rate period.
MINES
LA COIPA MINE
The La Coipa Mine is located 800 kilometres north of Santiago in Copiapo
Province in the Atacama Region of the Chilean Andes. Access is by a ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ from the regional centre of Copiapo.
The La Coipa Mine consists of approximately 7,500 hectares of mineral
claims, of which the principal ones are Indagua, ▇▇▇▇▇, Escondida, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ and Chimberos, and is owned by Compania ▇▇▇▇▇▇ ▇▇▇▇▇▇ de Oro, a Chilean
contractual mining society. The joint venture parties which control ▇▇▇▇▇▇
▇▇▇▇▇▇ are Macaines Mining Properties Ltd., a wholly-owned subsidiary of TVX
Newmont, together with a wholly-owned subsidiary of Placer Dome Inc., each of
which own a 50% interest in ▇▇▇▇▇▇ ▇▇▇▇▇▇. See "Risk Factors -- Joint Ventures"
on page B-42.
TVX acquired an initial indirect 49% interest in the La Coipa Mine in June,
1988 from companies controlled by ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇ ▇▇▇▇▇▇, which at the time held the remaining 51% interest, for
consideration consisting of 22 million convertible special shares of TVX and
warrants to acquire up to three million TVX common shares.
Pursuant to the La Coipa acquisition agreement dated January 25, 1989,
Placer acquired a 50% indirect interest in the La Coipa Mine from both TVX and
companies controlled by Messrs. ▇▇▇▇▇▇▇, Gerstmann and Ambrus, pro rata as to
their respective interests in the La Coipa Mine, in consideration for the
payment of $63 million in cash and the assumption of project liabilities in the
amount of $18 million. 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. Pursuant to the La Coipa acquisition agreement, all of
the property and assets comprising the La Coipa Mine were transferred to ▇▇▇▇▇▇
▇▇▇▇▇▇. 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. ▇▇▇▇▇▇▇,
Gerstmann and Ambrus was reduced to 25.5%.
In addition to the consideration described above, Placer also undertook to
arrange 100% of the financing required to build a 15,000 tonnes per day plant,
provide all necessary construction guarantees and political risk insurance
required for the financing, construct the 15,000 tonnes per day plant and
operate the existing 1,000 tonnes per day plant built by TVX and the 15,000
tonnes per day plant after completion of construction. Under the La Coipa
acquisition agreement, the parties agreed that until the 15,000 tonnes per day
plant financing was repaid, Placer would exercise control of the La Coipa Mine
except for all significant decisions which would be made unanimously. As the
15,000 tonnes per day plant financing has been repaid, control is now exercised
equally by both parties.
Pursuant to the Macaines acquisition agreement dated April 25, 1989, TVX
acquired a further 15.5% indirect interest in the La Coipa Mine from companies
controlled by Messrs. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ to hold an aggregate 40%
indirect interest while reducing the interest of Messrs. ▇▇▇▇▇▇▇, Gerstmann and
Ambrus to 10%. The consideration for the acquisition of this further 15.5%
indirect interest in the La Coipa Mine was the conversion of 22 million TVX
special shares into 16 million TVX common shares, the cancellation of the three
million TVX warrants, the forgiveness of $10 million in debt owed to TVX by
Messrs. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, together with the payment of $5 million
in cash.
A condition precedent to the business combination was that TVX acquire the
10% indirect interest in the La Coipa Mine from Messrs. ▇▇▇▇▇▇▇, Gerstmann and
Ambrus. The consideration paid by TVX for the 10% indirect interest in the La
Coipa Mine was 3,600,000 TVX common shares and the effective assumption of
$14,055,000 of debt owed by
B-13
companies controlled by the Messrs. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ to TVX. The
said acquisition was completed on January 7, 1991.
In 1994, TVX acquired a 50% interest in Chimberos from Anglo America for $4
million. In December, 1997, TVX acquired, through its share in ▇▇▇▇▇▇ ▇▇▇▇▇▇, a
50% interest in the Can-Can property, by acquiring mining and surface rights for
$1.5 million. The Can-Can property consists of 250 hectares located within the
La Coipa claim area. This acquisition added significant exploration potential as
well as provided potential operational benefits for the existing La Coipa open
pits. The underground operation on the Can-Can property was operated under the
management of the previous owner up to the end of the year 2000.
Pursuant to the formation of the TVX Newmont Americas joint venture, TVX's
interest in the La Coipa Mine was reduced to 25%.
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 kilometres apart, and the Chimberos
deposit approximately 25 kilometres 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.
In 1992, exploration drilling resumed at La Coipa for the first year since
1984. The drilling program tested a number of geological targets in the vicinity
of the Ladera/Farellon pit and resulted in the identification of Farellon Bajo
deposit. During 1995, exploration delineated a new orebody, Brecha Norte,
adjacent to the Coipa Norte deposit. From 1995 to 1999, more than 13,000 meters
were drilled to explore a deep copper/gold mineralization, located below the
Ladera/Farellon pit. In 2001, the exploration program was concentrated on the
verification of high grade resources at Portezuelo.
CHIMBEROS
Development of the Chimberos project commenced in the fourth quarter of
1997. Production commenced in July, 1998 and the La Coipa mill treated Chimberos
material until August, 1999.
RESERVES AND RESOURCES SUMMARY
The mineral reserves and resources set forth below represent 100% of the La
Coipa deposit, in which TVX holds a 25% interest.
B-14
Reserves, consisting of diluted proven and probable mineral reserves, for
the La Coipa ore deposits, of which 2.366 million gold equivalent ounces were in
the proven category and 0.570 million ounces were in the probable category, were
estimated as follows:
MINERAL RESERVES
2001
----------------------------------------------------------------------
PROVEN PROBABLE
--------------------------------- ---------------------------------
CONTAINED CONTAINED
GOLD AND GOLD EQUIVALENT TONNES GRADE OUNCES TONNES GRADE OUNCES
------------------------ ---------- ----- ---------- ---------- ----- ----------
(millions) (g/t) (millions) (millions) (g/t) (millions)
Total................................ 34.3 2.15 2.366 7.5 2.39 0.570
GRADE (G/T) CONTAINED OZ (MILLIONS)
-------------- --------------------------------
GOLD
DECEMBER 31, 2001 TONNES GOLD SILVER GOLD SILVER EQUIVALENT(1)
----------------- ---------- ---- ------ ----- ------ -------------
(100%) (millions)
Farellon Bajo........................... 0.2 0.51 157.35 0.003 0.9 0.018
Coipa Norte............................. 22.5 1.43 54.41 1.033 39.4 1.724
Brecha Norte............................ 5.2 1.05 77.37 0.177 13.1 0.406
Cancan.................................. 2.9 1.31 69.60 0.122 6.5 0.235
Stock Coipa............................. 11.0 0.74 47.36 0.261 16.7 0.553
---- ---- ------ ----- ---- -----
Total................................... 41.8 1.19 56.9 1.596 76.6 2.936
==== ==== ====== ===== ==== =====
---------------
(1) Converted at a gold price of $265/oz and a silver price of $4.65/oz in 2001
and $300/oz and $5.50/oz, respectively, in 2000.
GRADE (G/T) CONTAINED OZ (MILLIONS)
-------------- --------------------------------
GOLD
DECEMBER 31, 2000 TONNES GOLD SILVER GOLD SILVER EQUIVALENT(1)
----------------- ---------- ---- ------ ----- ------ -------------
(100%) (millions)
Ladera-Farellon......................... 1.0 0.77 91.10 0.026 3.1 0.082
Farellon Bajo........................... 0.8 0.34 101.10 0.009 2.7 0.059
Coipa Norte............................. 24.2 1.31 65.37 1.021 50.9 1.954
Brecha Norte............................ 5.0 1.10 74.10 0.177 11.9 0.395
Cancan.................................. 2.5 1.43 70.50 0.116 5.7 0.221
Stock Coipa............................. 12.5 0.73 48.55 0.293 19.5 0.650
---- ---- ------ ----- ---- -----
Total................................... 46.0 1.11 63.3 1.642 93.8 3.361
==== ==== ====== ===== ==== =====
---------------
(1) Converted at a gold price of $265/oz and a silver price of $4.65/oz in 2001
and $300/oz and $5.50/oz, respectively, in 2000.
Mineral resources at December 31, 2001, which include proven and probable
diluted reserves and measured and indicated resources, are estimated as follows:
MINERAL RESOURCES
2001
------------------------------------------
MEASURED INDICATED
------------------- -------------------
GOLD AND GOLD EQUIVALENT TONNES GRADE TONNES GRADE
------------------------ ---------- ----- ---------- -----
(millions) (g/t) (millions) (g/t)
Total...................................................... 9.9 1.92 6.5 1.87
For more detail on reserves and resources, please see the summaries on
pages B-6 to B-10.
MINING AND PROCESSING
Initially, Ladera-Farellon and Coipa Norte were mined as separate open
pits. The 1,000 tonnes per day agitation ▇▇▇▇▇ plant began commissioning in May,
1989 with full production attained in the fourth quarter of 1989. The source of
feed for the 1,000 tonnes per day plant was the Ladera open pit. The plant
operated until April, 1991 when it was
B-15
shut down in preparation for commissioning of the new 15,000 tonnes per day
plant. The 1,000 tonnes per day plant cost $34 million to develop and produced
approximately 145,000 ounces of gold equivalent prior to being shut down.
The 15,000 tonnes per day agitation ▇▇▇▇▇ plant was built over a period of
20 months with commissioning starting on July 7, 1991. Full commercial
operations commenced on October 1, 1991. The plant cost $218 million. Feed for
the plant was sourced from Ladera-Farellon for the initial years of operation
with Coipa Norte becoming part of the feed source in 1995. During 1993, the
plant increased its design capacity from 15,000 tonnes per day to 16,000 tonnes
per day as a result of grinding modifications. During 1995, certain
installations from the original 1,000 tonnes per day plant were returned to
production to increase overall capacity to exceed 16,000 tonnes per day.
In the milling process, ore is crushed, then ground in a circuit
incorporating a semi-autogenous mill with a pebble crusher and two ball ▇▇▇▇▇. 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 ▇▇▇▇▇▇▇-▇▇▇▇▇ plant. The
precipitate is then sent to the refinery.
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
litres per second and are obtained from underground springs which feed the Salar
de Maricunga, a saltwater lake 38 kilometres from the mine site. The water is
pumped via a pipeline built by ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 kilometres from La Coipa. ▇▇▇▇▇▇ ▇▇▇▇▇▇ has built
a substation at Carrera Pinto which ties the line from the mine site into the
grid.
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.
A significant interruption to production occurred in February, 1998
following the discovery of cracks in several teeth on the semi-autogenous mill
ring gear. Approximately 16 days in total were lost as the damage was evaluated
and remedial action taken. A replacement gear was delivered to the site and
installed in January, 1999, incurring a 10-day stoppage. An insurance claim was
finalized in March, 1999 to cover the repair of the mechanical damage and
production losses. 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. TVX's share of production in 2001 was 29,200 ounces of gold and
3.0 million ounces of silver for a total of 78,000 gold equivalent ounces, at a
cash cost per gold equivalent ounce of $210.
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold and silver production and
operating information relating to the La Coipa Mine for the years indicated
(100%):
YEARS ENDED DECEMBER 31,
------------------------------------------------------------------
2001 2000 1999 1998 1997
---------- ---------- ---------- ---------- ----------
Total tonnes mined (ore and
waste)......................... 34,001,000 23,966,000 15,180,610 13,470,000 20,050,000
Total tonnes milled.............. 6,347,000 6,012,000 4,712,330 4,206,000 5,590,000
Average grade milled (grams per
tonne)
Gold........................... 0.7 0.8 0.6 0.9 1.5
Silver......................... 90 90 178 196 88
Recovery rate (%)
Gold........................... 82.4 83.4 84.1 83 80
Silver......................... 65.9 63.3 76.3 75 65
Production (ounces)
Gold........................... 116,800 152,726 80,691 102,200 210,300
Silver......................... 12,120,000 11,092,548 20,570,012 19,774,000 10,280,000
Gold equivalent................ 311,800 349,412 466,149 451,200 364,500
Number of employees.............. 442 434 474 524 492
As a consequence of the formation of the TVX Newmont Americas joint
venture, TVX's participation in the earnings and production of the mine was
reduced by one-half from July 1, 1999. As TVX controls the new TVX
▇-▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ joint venture entities, the financial results of the operating
mines are consolidated and a 50% minority interest is deducted from these
earnings. Prior to 1999, TVX's proportionate share of the mine results (50%) is
shown in the following selected financial information (000's except for unit
costs):
YEARS ENDED DECEMBER 31,
-----------------------------------------------------
2001 2000 1999 1998 1997
-------- -------- ------- ------- -------
Revenue...................................... $ 41,404 $ 48,902 $64,830 $67,075 $70,374
-------- -------- ------- ------- -------
Cost of sales................................ 32,128 37,256 38,267 36,158 44,584
Depletion and depreciation................... 16,260 13,859 24,074 26,045 19,485
-------- -------- ------- ------- -------
48,388 51,115 62,341 62,203 64,069
-------- -------- ------- ------- -------
Earnings (loss) before the undernoted........ (6,984) (2,213) 2,489 4,872 6,305
-------- -------- ------- ------- -------
Mining property write-down................... 13,000 -- -- -- --
Interest expense............................. 309 426 82 -- --
Exploration.................................. 320 768 894 1,313 1,138
Other........................................ 595 8,581 (195) (3,196) 454
-------- -------- ------- ------- -------
14,224 9,775 781 (1,883) 1,592
-------- -------- ------- ------- -------
Earnings (loss) before the undernoted........ (21,208) (11,988) 1,708 6,755 4,713
Income taxes (recovery)...................... (41) (1,298) 1,103 2,069 1,815
Minority interests and participation
rights..................................... (10,584) (5,345) (1,006) -- --
-------- -------- ------- ------- -------
Net earnings (loss).......................... $(10,583) $ (5,345) $ 1,611 $ 4,686 $ 2,898
-------- -------- ------- ------- -------
Other financial information:
Capital expenditures......................... $ 5,975 $ 6,053 $ 4,475 $11,937 $11,527
Unit costs:
Cash cost per gold equivalent ounce........ $ 210 $ 211 $ 169 $ 161 $ 222
Cash cost per tonne milled................. 10 12 16 17 16
Total production cost per gold equivalent
ounce................................... 317 290 276 276 319
Cash costs and total production costs are non-GAAP measures. For further
information on these non-GAAP measures, please refer to the disclosure under the
heading "Calculation of Cash Costs, Production Costs and Realized Revenue and
Reconciliation to Statement of Operations" on page B-5.
CRIXAS MINE
As a result of the formation of the TVX Newmont Americas joint venture, TVX
maintains a 50% legal interest but only a 25% economic interest in the Crixas
Mine, which is situated in central Goias State, Brazil, approximately 250
kilometres northwest of Goiania, the state capital, and three kilometres from
the town of Crixas. See "Risk Factors -- Joint Ventures" on page B-42.
Access to the area is by a paved road which links the town of Crixas and
the Belem-Brasilia highway 120 kilometres to the southeast.
The Crixas Mine is owned by Mineracao Serra Grande, S.A, which in turn is
50% owned by Newinco Comercio e Participacoes Limitada , a Brazilian corporation
wholly owned by TVX, and 50% by Brazilian affiliates of AngloGold (formerly
Minorco). TVX has granted Newmont a 25% economic interest in the Crixas Mine
leaving TVX with a 50% legal interest and a 25% economic interest.
Serra Grande has interests in mineral rights covering a total area of
16,078 hectares. These interests include two mining leases covering a combined
area of 6,482 hectares, eleven exploration licences over an area of 6,576
hectares and four exploration applications awaiting renewal covering further
areas totalling 3,019 hectares.
Inco and certain of its Brazilian affiliated corporations and AngloGold and
certain of its Brazilian affiliates entered into a series of agreements
effective July 31, 1987 for the purposes of developing the Crixas Mine and
establishing procedures for ongoing operations. TVX acquired its interests in
Serra Grande pursuant to its merger with Inco's gold operations on January 7,
1991. Serra Grande is managed by an administrative council and an executive
committee. Mineracao Morro Velho S.A., a Brazilian affiliate of AngloGold, is
designated as the manager of the project and as such is responsible for the
day-to-day operations of the mine.
B-17
EXPLORATION AND DEVELOPMENT HISTORY
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
365,000 tonnes at a total capital cost of $67,896,000. 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 1993, a ramp decline was driven to provide further access to the Mina
Nova orebody located approximately two kilometres from the existing mine.
Exploration on this deposit occurred in 1995 and production began in 1996.
During 1995, an exploration program involving 3,420 metres of drilling
discovered an additional orebody to the south of Mina III, named Corpo Sul. An
exploration drift reached this orebody in January, 1996.
Positive exploration results at Palmeiras have almost doubled the available
resource to some 255,000 oz, grading 8.79 g/t gold. A major deep drilling
project took place in 2001 at Mina III. The deep drilling program at Mina III to
investigate the potential of the lower thin quartz rich veins, below levels 600
to 800, was terminated with fairly limited success. While the main mineralized
structures continue to exist, as evidenced by the quartz presence and abundant
visible gold, the reported grades were generally not economic. More than 17,700
meters were drilled.
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
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 metres 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 metres
down plunge. Gold mineralization occurs within the metachert, at the footwall of
the chert and in the foot and hangingwall of the graphite schists.
RESERVES AND RESOURCES SUMMARY
The mineral reserves set forth below represent 100% of the Crixas deposit,
in which TVX holds a 25% beneficial interest and a 50% legal interest.
B-18
Reserves, consisting of diluted proven and probable mineral reserves, for
the Crixas ore deposits, of which 0.540 million ounces of gold were in the
proven category and 0.458 million ounces of gold were in the probable category,
were estimated as follows:
MINERAL RESERVES
2001
----------------------------------------------------------------------
PROVEN PROBABLE
--------------------------------- ---------------------------------
CONTAINED CONTAINED
GOLD TONNES GRADE OUNCES TONNES GRADE OUNCES
---- ---------- ----- ---------- ---------- ----- ----------
(millions) (g/t) (millions) (millions) (g/t) (millions)
Total................................ 2.3 7.27 0.540 1.9 7.41 0.458
CONTAINED
DECEMBER 31, 2001 TONNES GOLD GRADE GOLD OZ
----------------- ---------- ---------- ---------
(100%) (millions) (g/t) (millions)
Mina III.................................................... 2.7 8.98 0.769
Mina Nova................................................... 1.6 4.53 0.229
--- ---- -----
Total....................................................... 4.3 7.33 0.998
=== ==== =====
CONTAINED
DECEMBER 31, 2000 TONNES GOLD GRADE GOLD OZ
----------------- ---------- ---------- ---------
(100%) (millions) (g/t) (millions)
Mina III.................................................... 2.3 10.88 0.815
Mina Nova................................................... 1.8 4.63 0.270
--- ----- -----
Total....................................................... 4.1 8.14 1.085
=== ===== =====
There were no measured and indicated resources as at December 31, 2001. For
more detail on reserves, please refer to the summary on pages B-6 to B-10.
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 ▇▇▇▇▇▇▇ mucking. Ore is transported to surface by
22.5 tonne trucks. Mining currently focuses on the Mina III deposit on the 100,
250, 300, 350 and 400 metre levels with the Mina Nova deposit contributing
minimal feed.
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 ▇▇▇▇▇▇▇-▇▇▇▇▇ 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. 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. TVX's share of production in 2001 was 48,100 ounces at a
cash cost of $110 per ounce.
Mill tailings are deposited in a tailings area located in a natural valley
approximately two kilometres 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.
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.
B-19
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold production and operating
information relating to the Crixas Mine for the years indicated (100%):
YEARS ENDED DECEMBER 31,
---------------------------------------------------
2001 2000 1999 1998 1997
------- ------- ------- ------- -------
Total tonnes milled................... 740,300 736,000 620,000 602,000 558,600
Average grade milled (grams per
tonne).............................. 8.5 8.5 8.0 7.8 7.5
Recovery rate (%)..................... 95.3 95.4 98.0 95 95
Production (ounces)................... 192,300 192,800 124,000 144,200 128,100
Number of employees................... 451 434 435 433 441
As a consequence of the formation of the TVX Newmont Americas joint
venture, TVX's participation in the earnings and production of the mine was
reduced by one-half from July 1, 1999. As TVX controls the new TVX Newmont
Americas joint venture entities, the financial results of the operating mines
are consolidated and a 50% minority interest is deducted from these earnings.
Prior to 1999, TVX's proportionate share of the mine results (50%) is shown in
the following selected financial information (000's except for unit costs):
YEARS ENDED DECEMBER 31,
-----------------------------------------------
2001 2000 1999 1998 1997
------- ------- ------- ------- -------
Revenue........................................... $26,699 $26,774 $21,712 $20,329 $22,328
------- ------- ------- ------- -------
Cost of sales..................................... 10,719 10,624 9,694 11,623 11,978
Depletion and depreciation........................ 5,007 4,897 4,623 4,143 3,884
------- ------- ------- ------- -------
15,726 15,521 14,317 15,766 15,862
------- ------- ------- ------- -------
Earnings before the undernoted.................... 10,973 11,253 7,395 4,563 6,466
------- ------- ------- ------- -------
Interest expense.................................. 534 1,131 741 711 646
Exploration....................................... 237 584 215 83 422
Other............................................. (166) (499) (687) (243) (590)
------- ------- ------- ------- -------
605 1,216 269 551 478
------- ------- ------- ------- -------
Earnings before the undernoted.................... 10,368 10,037 7,126 4,012 5,988
Income taxes...................................... 1,325 2,529 2,474 438 1,165
Minority interests and participation rights....... 4,522 3,754 1,430 -- --
------- ------- ------- ------- -------
Net earnings...................................... $ 4,521 $ 3,754 $ 3,222 $ 3,574 $ 4,823
------- ------- ------- ------- -------
Other financial information:
Capital expenditures.............................. $ 3,254 $ 2,912 $ 2,362 $ 3,129 $ 3,720
Unit costs:
Cash cost per gold ounce........................ $ 110 $ 112 $ 125 $ 167 $ 187
Cash cost per tonne milled...................... 29 29 31 39 43
Total production cost per gold ounce............ 161 164 184 227 247
Cash costs and total production costs are non-GAAP measures. For further
information on these non-GAAP measures, please refer to the disclosure under the
heading "Calculation of Cash Costs, Production Costs and Realized Revenue and
Reconciliation to Statement of Operations" on page B-5.
SERRA GRAND DEBT
Serra Grande continues to receive advances against future export
commitments. These loans, denominated in U.S. dollars, totalled $7.2 million at
December 31, 2001. Interest rates averaged 3.3% in 2001.
BRASILIA MINE
The Morro do Ouro gold deposit at the Brasilia Mine occupies a low hill
adjacent to the town of Paracatu which is approximately 200 kilometres southeast
of Brasilia, the capital of Brazil, on the paved highway connecting Brasilia
with Belo Horizonte, the state capital of Minas Gerais.
B-20
In early 1986, pursuant to agreements between Autram Mineracao e
Participacoes S.A., a Brazilian corporation, and two Brazilian subsidiaries of
Rio Tinto-Zinc plc, Rio Paracatu Mineracao S.A. and RTZM Mineracao Ltda., Autram
Mineracao and RTZM Mineracao entered into a joint venture for the purpose of
developing a mine at Morro do Ouro located adjacent to the town of Paracatu, in
the State of Minas Gerais. The Brasilia Mine consists of two mining leases
covering 1,258 hectares and 56 exploration applications which cover
approximately 56,000 hectares. Rio Paracatu, which owns and operates the
Brasilia Mine, is owned 51% by RTZM Mineracao and 49% by Autram Mineracao. See
"Risk Factors -- Joint Ventures" on page B-42.
Rio Paracatu, formerly a wholly-owned subsidiary of RTZM Mineracao,
explored and developed the properties comprising the Brasilia Mine prior to
TVX's involvement. TVX acquired an initial 14.7% profits interest in the
Brasilia Mine in 1986 for providing a loan of $6 million to Rio Paracatu. In
1988, after the Brasilia Mine had been completed and was operating at design
capacity, TVX acquired a net 5% interest for $6.75 million from companies
controlled by ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇. TVX also acquired an
option, subsequently exercised, from Bankers Trust Company of New York to
acquire a further 3% interest in the mine for $4.95 million. During 1988, TVX's
interests in the Brasilia mine were converted to a 68.8% equity interest in
Autram Investimentos S.A. (one of the predecessor companies to TVX Participacoes
Ltda.), which was equivalent to a 22.7% indirect interest in the Brasilia Mine.
On January 25, 1995, TVX increased its interest in the Brasilia Mine to 33% by
acquiring the remaining 31.2% of Autram Investmentos from APSA Participacoes
S.A, the shareholders of which include ▇▇▇▇▇▇▇. At the end of 1997, TVX
increased its interest in the Brasilia Mine to 49% by acquiring the remaining
32.7% of Autram Mineracao from Entech Inc., a subsidiary of Montana Power
Company. Pursuant to the formation of the TVX Newmont Americas joint venture,
TVX reduced its equity interest in the Brasilia Mine to 24.5%. For further
information, please refer to disclosure under the heading "Legal Proceedings --
Litigation in Brazil" on page B-44.
EXPLORATION AND DEVELOPMENT
Initial exploration by RTZM Mineracao, which began work in the Paracatu
area in 1980, indicated that the Morro do Ouro deposit was a large-tonnage,
low-grade gold deposit amenable to large-scale, low-cost processing. Following
completion of a positive feasibility study, RTZM Mineracao decided to proceed
with development of the Brasilia Mine and engineering for the project began in
1985.
A major exploration project was carried out during 2000 with $650,000 spent
to explore the Calha sector with encouraging results. The 2001 exploration
diamond drilling was also successful with reserves and resources being
increased. Considering the increase in reserves, RTZM Mineracao is initiating
preliminary investigations into increasing mill throughput by up to 50%.
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 metres 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 metre 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 and B1. Underlying the B1
ore the mineralization extends for approximately 30 metres 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.
B-21
RESERVES AND RESOURCES SUMMARY
The mineral reserves and resources set forth below represent 100% of the
Brasilia deposit, in which TVX holds a 24.5% interest. Reserves, consisting of
diluted proven and probable mineral reserves, for the Brasilia ore deposit, of
which 4.413 million ounces of gold were in the proven category and 0.671 million
ounces of gold were in the probable category, were estimated as follows:
MINERAL RESERVES
2001
----------------------------------------------------------------------
PROVEN PROBABLE
--------------------------------- ---------------------------------
CONTAINED CONTAINED
GOLD AND GOLD EQUIVALENT TONNES GRADE OUNCES TONNES GRADE OUNCES
------------------------ ---------- ----- ---------- ---------- ----- ----------
(millions) (g/t) (millions) (millions) (g/t) (millions)
Total................................ 320.7 0.43 4.413 49.1 0.43 0.671
CONTAINED
DECEMBER 31, 2001 TONNES GOLD GRADE GOLD OZ
----------------- ---------- ---------- ---------
(millions) (g/t) (millions)
C/T/B1 and B2 zones......................................... 369.8 0.43 5.084
----- ---- -----
Total....................................................... 369.8 0.43 5.084
===== ==== =====
CONTAINED
DECEMBER 31, 2000 TONNES GOLD GRADE GOLD OZ
----------------- ---------- ---------- ---------
(millions) (g/t) (millions)
C/T/B1 and B2 zones......................................... 260.8 0.42 3.563
----- ---- -----
Total....................................................... 260.8 0.42 3.563
===== ==== =====
Mineral resources at December 31, 2001, which include measured and
indicated resources, were estimated as follows:
MINERAL RESOURCES
2001
------------------------------------------
MEASURED INDICATED
------------------- -------------------
GOLD AND GOLD EQUIVALENT TONNES GRADE TONNES GRADE
------------------------ ---------- ----- ---------- -----
(millions) (g/t) (millions) (g/t)
Total...................................................... 45.0 0.45 145.0 0.38
For more detail on reserves and resources, please refer to the summaries on
pages B-6 to B-10.
The reserves and resources increased in 1997 due to the inclusion of the B2
ore zone. This zone was previously excluded because the sulphide content of the
ore prevented the recovery of gold in the existing plant. During 1997, a major
plant expansion and modifications were completed to allow recovery of gold from
B2 ore resulting in the inclusion of this material into the resource/reserve
totals. Initial metallurgical problems treating this ore necessitated the
commissioning of a fifth mill in 1999. TVX's share of production in 2001 was
45,800 ounces at a cash cost of $191 per ounce.
MINING AND PROCESSING
The ore, which is mined from surface and requires no drilling or stripping,
and minimal blasting, is loaded by front-end loaders into trucks which transport
the ore to the crushers. In 1995, it was decided to replace the mining
contractor, who was using 20-tonne trucks, with a fleet of 85-tonne and
100-tonne trucks owned by the mine, at a capital cost of $14 million. The new
fleet commenced operations in February, 1996. Exploration started in 1999 to
evaluate extensions of the orebody both laterally and at depth. The mill
operates seven days a week, 24 hours a day, with feed for the plant obtained
from stockpiles when the mine is not operating.
The 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-▇▇▇▇▇ circuit developed by
Rio Tinto-Zinc. Development of the
B-22
orebody and the ore treatment plant cost a total of $65 million. The plant was
completed in November, 1987 with full commercial production attained in April,
1988.
The rated throughput of the processing plant was increased to 9.5 million
tonnes per year in 1992 with the completion of a $12.9 million optimization
project. The optimization project was designed to supplement mill grinding
capacity by the installation of a larger rod mill and additional flotation
cells, and an increase in process water supply. As a result of further
improvements, including finer run-of-mine fragmentation and larger aperture mill
trommels in 1993, the mill processed 13.4 million tonnes of ore in 1994 and 13.6
million tonnes in 1995. In 1996, an expansion of the existing facilities to 18
million tonnes per year at a cost of $65 million was approved. The expansion
project was completed in December 1997. Commissioning of the new
hydro-metallurgical plant continued into the first quarter of 1998.
Commissioning problems dictated a change in the mining plan to treat a mixture
of B1 and B2 material. The problems in the grinding circuit proved intractable
and necessitated the installation of a fifth mill which was installed in 1999.
At the end of 2000, following commissioning of the fifth mill, the plant was
operating at 20 mtpa, the budgeted level. In 2001, a new grinding control system
was installed which should optimize plant operation and recoveries. Significant
repairs were required to all ▇▇▇▇▇ in 2001 due to the development of extensive
cracks in welds directly associated with the processing of harder ore. In
addition, heavy rains during the fourth quarter of 2001 necessitated a change in
the mining plan, resulting in the processing of lower grade ore. By the end of
2001, all ▇▇▇▇▇ were operational and a new mine plan was being prepared to
better blend the ore.
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 Brasilia mine secured alternative electricity supplies from
rented generators and buying power on the market. All restrictions were lifted
in the first quarter of 2002.
ENVIRONMENT
Because of its close proximity to Paracatu, Brasilia is very concerned with
dust, noise control and water quality. Dust levels are monitored at several
sites on the property as well as at three locations in Paracatu. Access and
internal roads are surfaced with laterite and sprayed constantly with water,
while dormant mine areas are sprayed with lime solution to prevent
wind-generated dust. All process water is directed to the tailings area and
tested daily to check acidity and the presence of chemicals, suspended solids,
metals and oxygen. Groundwater monitoring ▇▇▇▇▇ drilled downstream from the
treatment and collection ponds are tested for the same substances.
As mining proceeds at Brasilia, berms are constructed to screen the mine
area and planted with vegetation. The mine supports its own nursery, which
employs four horticulturalists, and is capable of providing 20,000 seedlings a
year. Brasilia's facilities also include an environmental simulation laboratory
where chemists are able to assess control methods for potential contaminants.
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold production and operating
information relating to the Brasilia Mine for the years indicated (100%):
YEARS ENDED DECEMBER 31,
------------------------------------------------------------------
2001 2000 1999 1998 1997
---------- ---------- ---------- ---------- ----------
Total tonnes milled.............. 16,488,000 19,745,000 17,474,725 15,613,000 15,310,000
Average grade milled (grams per
tonne)......................... 0.45 0.47 0.45 0.48 0.47
Recovery rate (%)................ 78.3 75.8 73.4 72 74
Production (ounces).............. 186,900 228,800 185,200 181,300 156,500
Number of employees.............. 512 512 510 460 558
B-23
As a consequence of the formation of the TVX Newmont Americas joint
venture, TVX's participation in the earnings and production of the mine was
reduced by one-half from July 1, 1999. As TVX controls the new TVX Newmont
Americas joint venture entities, the financial results of the operating mines
are consolidated and a 50% minority interest is deducted from these earnings.
Prior to 1999, TVX's proportionate share of the mine results (22.7% prior to
January 25, 1995; 33% to December 31, 1997; 49% to June 30, 1999) is shown in
the following selected financial information (000's except for unit costs):
YEARS ENDED DECEMBER 31,
---------------------------------------------------
2001 2000 1999 1998 1997
------- ------- ------- ------- -------
Revenue....................................... $25,386 $30,361 $26,318 $25,784 $17,067
------- ------- ------- ------- -------
Cost of sales................................. 17,953 19,402 16,608 20,409 11,129
Depletion and depreciation.................... 5,091 8,079 7,296 7,714 5,331
------- ------- ------- ------- -------
23,044 27,481 23,904 28,123 16,460
------- ------- ------- ------- -------
(Loss) earnings before the undernoted......... 2,342 2,880 2,414 (2,339) 607
------- ------- ------- ------- -------
Interest expense.............................. 575 505 3,406 4,706 2,514
Other......................................... 593 (4,060) (6,306) (5,602) (749)
------- ------- ------- ------- -------
1,168 (3,555) (2,900) (896) 1,765
------- ------- ------- ------- -------
Earnings (loss) before the undernoted......... 1,174 6,435 5,314 (1,443) (1,158)
Income taxes (recovery)....................... (215) 253 -- -- 365
Minority interests and participation rights... 695 3,091 2,039 -- --
------- ------- ------- ------- -------
Net earnings (loss)........................... $ 694 $ 3,091 $ 3,275 $(1,443) $(1,523)
------- ------- ------- ------- -------
Other financial information:
Capital expenditures.......................... $ 2,004 $ 2,171 $ 4,636 $ 2,434 $12,532
Unit costs:
Cash cost per gold ounce.................... $ 191 $ 179 $ 176 $ 234 $ 215
Cash cost per tonne milled.................. 2.20 2.00 1.90 2.70 2.20
Total production cost per gold ounce........ 246 254 253 322 319
Cash costs and total production costs are non-GAAP measures. For further
information on these non-GAAP measures, please refer to the disclosure under the
heading "Calculation of Cash Costs, Production Costs and Realized Revenue and
Reconciliation to Statement of Operations" on page B-5.
RIO PARACATU DEBT
Rio Paracatu continues to receive advances against future export
commitments. These loans, totalling $67.0 million, are denominated in U.S.
dollars and, in 2001, interest was charged at rates averaging 8.0%. These debts
are utilized principally to arbitrage interest in Brazil and are supported by
cash deposits of similar term.
▇▇▇▇▇▇▇▇▇▇▇ MINE
The Musselwhite property is operated as an unincorporated joint venture and
is located in the vicinity of Opapimiskan Lake, 120 kilometres north of ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇. Access to the property is by a ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ from
Provincial Highway 808 or by air from Pickle Lake. The property consists of a
core of 338 leased mining claims bounded by 231 contiguous unpatented mining
claims for a total of 569 claims covering an area of 9,118 hectares.
The Musselwhite joint venture participants are Placer Dome Canada Limited
(68.07%) and the TVX Newmont Americas joint venture (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 the TVX Newmont Americas joint venture. Decisions of the
management committee require the approval of nominees representing at least a
majority interest in the joint venture. See "Risk Factors -- Joint Ventures" on
page B-42.
B-24
In 1962, two Ontario prospectors, ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, 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 metres below surface at the
edge of Lake Opapimiskan, reaching about 400 metres 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-kilometre 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. Drilling
activity in 2000 added 234,999 oz to the reserves before production of 255,883
oz resulting in a net decrease in reserve of 20,884 oz. Exploration drilling
continued to identify additions to the resource base.
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. 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.
B-25
RESERVES AND RESOURCES SUMMARY
The mineral reserves and resources set forth below represent 100% of the
Musselwhite deposit in which TVX holds a 16% interest. Reserves, consisting of
diluted proven and probable mineral reserves for the Musselwhite ore deposits,
of which 1.882 million ounces of gold were in the proven category and 0.411
million ounces of gold were in the probable category, were estimated as follows:
MINERAL RESERVES
2001
----------------------------------------------------------------------
PROVEN PROBABLE
--------------------------------- ---------------------------------
CONTAINED CONTAINED
GOLD TONNES GRADE OUNCES TONNES GRADE OUNCES
---- ---------- ----- ---------- ---------- ----- ----------
(millions) (g/t) (millions) (millions) (g/t) (millions)
Total................................ 10.2 5.73 1.882 10.2 4.78 0.411
CONTAINED
DECEMBER 31, 2001 TONNES GOLD GRADE GOLD OZ
----------------- ---------- ---------- ---------
(millions) (g/t) (millions)
Total....................................................... 12.9 5.53 2.293
CONTAINED
DECEMBER 31, 2000 TONNES GOLD GRADE GOLD OZ
----------------- ---------- ---------- ---------
(millions) (g/t) (millions)
Total....................................................... 14.2 5.58 2.545
Mineral resources at December 31, 2001, which include measured and
indicated resources, are estimated as follows:
MINERAL RESOURCES
2001
------------------------------------------
MEASURED INDICATED
------------------- -------------------
GOLD TONNES GRADE TONNES GRADE
---- ---------- ----- ---------- -----
(millions) (g/t) (millions) (g/t)
Total...................................................... 2.5 7.63 0.5 11.87
For more detail on reserves and resources, please refer to the summaries on
pages B-6 to B-10.
MINING AND PROCESSING
In February 1996, the joint venture participants made a decision to
construct a gold mine on the Musselwhite property. Gold production began in
March 1997 and the mine was projected to produce approximately 200,000 ounces of
gold per year for 11 years, at an estimated average cash cost of $210 per ounce.
The capital cost of placing the mine in production was $170 million, of which
TVX's share was $54 million.
The feasibility study by Placer Canada envisaged a two-stage mining plan.
In the first stage, a decline ramp would access ore in the top levels of the
mine, using truck haulage to the mill, followed in later years by deeper
underground mining requiring shaft access and ore hoisting. In addition,
lower-grade ore from a small open pit was developed early to create an ore
stockpile. The mill has a nominal capacity of 3,300 tonnes of ore per day
employing conventional gravity separation, cyanide ▇▇▇▇▇ and carbon-in-pulp
processes. The ore is free-milling, providing gold recoveries of about 95%. In
2001, throughput increased to 3,650 tonnes per day through an amendment to an
agreement with the local First Nations communities. Two backfill pillar failures
in 2001 directly impacted mine tonnage and required the mining of some lower
grade stopes. In addition, construction on a conveyor project costing
approximately Cdn.$25 million was commenced during 2001, which is scheduled to
reduce truck haulage and related costs; while behind schedule and over budget,
the project should be completed during the third quarter of 2002.
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.
B-26
The mine commenced full operations in 1997 and provided 282 new jobs in the
region. A key element of the project is an agreement ensuring the active
participation of the local First Nations communities. Environmental impact and
reclamation plans, including measures to protect water quality in rivers and
lakes, have been approved by the province of Ontario and the Government of
Canada.
TVX's share of production in 2001 was 37,300 ounces at a cash cost of $192
per ounce.
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold production and operating
information relating to the ▇▇▇▇▇▇▇▇▇▇▇ Mine for the years indicated (100%):
YEARS ENDED DECEMBER 31,
-----------------------------------------------------------
2001 2000 1999 1998 1997
--------- --------- --------- --------- -------
Total tonnes milled..................... 1,291,400 1,228,100 1,218,931 1,194,500 961,400
Average grade milled (grams per
tonne)................................ 5.9 6.5 5.6 5.5 5.3
Recovery rate (%)....................... 95.3 95.8 95 95 94
Production (ounces)..................... 233,600 244,600 209,176 199,700 153,100
Number of employees..................... 319 262 272 263 241
As a consequence of the formation of the TVX Newmont Americas joint
venture, TVX's participation in the earnings and production of the mine was
reduced by one-half from July 1, 1999. As TVX controls the new TVX Newmont
Americas joint venture entities, the financial results of the operating mines
are consolidated and a 50% minority interest is deducted from these earnings.
Prior to 1999, TVX's proportionate share of the mine results (32%) is shown in
the following selected financial information (000's except for unit costs):
YEARS ENDED DECEMBER 31,
---------------------------------------------------
2001 2000 1999 1998 1997(1)
------- ------- ------- ------- -------
Revenue....................................... $20,122 $21,892 $18,507 $18,864 $14,751
------- ------- ------- ------- -------
Cost of sales................................. 14,281 12,526 11,924 11,790 9,704
Depletion and depreciation.................... 5,904 5,922 7,477 7,504 5,643
------- ------- ------- ------- -------
20,185 18,448 19,401 19,294 15,347
------- ------- ------- ------- -------
Earnings (loss) before the undernoted......... (63) 3,444 (894) (430) (596)
------- ------- ------- ------- -------
Exploration................................... 488 555 255 216 587
Other......................................... 47 166 29 272 82
------- ------- ------- ------- -------
535 721 284 488 669
------- ------- ------- ------- -------
Earnings (loss) before the undernoted......... (598) 2,723 (1,178) (918) (1,265)
Income taxes.................................. -- -- -- -- --
Minority interests and participation rights... (299) 1,362 (112) -- --
------- ------- ------- ------- -------
Net earnings (loss)........................... $ (299) $ 1,361 $(1,066) $ (918) $(1,265)
------- ------- ------- ------- -------
Other financial information:
Capital expenditures.......................... $ 4,032 $ 1,076 $ 2,017 $ 1,708 $24,226
Unit costs:
Cash cost per gold ounce.................... $ 192 $ 161 $ 180 $ 184 $ 208
Cash cost per tonne milled.................. 35 32 31 31 32
Total production cost per gold ounce........ 272 237 293 301 329
---------------
(1) For accounting purposes, production commenced April 1, 1997.
Cash costs and total production costs are non-GAAP measures. For further
information on these non-GAAP measures, please refer to the disclosure under the
heading "Calculation of Cash Costs, Production Costs and Realized Revenue and
Reconciliation to Statement of Operations" on page B-5.
B-27
NEW BRITANNIA MINE
The New Britannia Mine is located in the town of Snow Lake in the province
of Manitoba, Canada. Snow Lake is located approximately 700 kilometres northwest
of Winnipeg, the capital of the province.
The New Britannia Mine is a joint venture which began commissioning in
September, 1995. This underground, shaft accessed mine is owned 50% by the TVX
Newmont Americas joint venture and 50% by High River Gold Mines Ltd., with the
TVX Newmont Americas joint venture as the operator and High River acting as the
exploration manager. TVX acquired a 50% interest on June 14, 1994 from High
River by transferring back to High River TVX's approximately 32% equity interest
in High River and High River share purchase warrants and agreeing to arrange
financing for the project. TVX immediately made a production decision and
commenced a development project which included mine dewatering, mine
development, surface facility construction and shaft rehabilitation. Production
commenced in November 1995. The TVX interest was reduced to 25% as a result of
the formation of the TVX Newmont Americas joint venture. See "Risk
Factors -- Joint Ventures" on page B-42.
The New Britannia Mine property consists of two mining leases and 25
contiguous optioned mining claims comprising 2,304 hectares. The mining leases
are granted for 21-year terms which expire in 2013 and 2016. The optioned claims
are subject to net smelter royalties of 1.5% to 2.0% on exercise of the option
and require annual work commitments.
GEOLOGY AND MINERALIZATION
The New Britannia Mine (formerly the Nor Acme Mine) is a former producing
gold mine which was in commercial production from 1947 through 1958 and produced
4.9 million tonnes of ore grading 5.1 grams of gold per tonne resulting in
620,000 ounces of gold. All commercial gold production was mined above the 460
metre level and, in 1958, the mine had been developed down to the 540 metre
level.
The New Britannia gold deposit consists of the Main Zone which is
subdivided into the Toots, Dick, ▇▇▇▇▇▇ and ▇▇▇▇ zones. The New Britannia gold
deposit is located within the Aphebian Flin Flon/Snow Lake Greenstone Belt, an
assemblage of polydeformed volcano-sedimentary supracrustal sequences intruded
by pre- and sin-tectonic ultramafic and mafic intrusions and sin- to
post-tectonic granitoid.
The gold deposit consists of quartz-carbonate alteration zones emplaced in
a simple intercalated sequence of altered felsic and mafic volcanics and
pyroclastics. The host rocks are altered and include varying proportions of
quartz and carbonate. The contacts of the mineralized zones are often
gradational, although sharp shear and fault contacts are noted. A biotite
alteration halo occurs within a few feet of the mineralized zone.
The main controls of the location of the mineralization within the New
Britannia deposit are contacts between rocks of different competency, warps
within a subparallel, east trending, north dipping fault splay, and a change in
the dip of the fault plane.
Auriferous replacement zones in mafic rocks are composed of quartz, albite,
carbonate (mainly calcite), biotite, secondary amphibole and locally diopside.
Metallic minerals are arsenopyrite (1.0%), pyrrhotite, pyrite, traces of
chalcopyrite and sphalerite, and occasionally visible gold. Total sulphide
content averages less than 5%. Gold is associated with arsenopyrite, especially
when it occurs as a mesh of fine needles.
Three other zones of mineralization have been identified north of the Main
Zone. These are, proceeding in a northerly direction from the Main Zone, the
Boundary Zone, the No. 3 Zone and the Birch Zone. Development of the No. 3 Zone
began in the fall of 1994 with development and production ore stockpiled, and
used for early mill feed upon completion of the mill.
Exploration programs conducted in 1980 through 1982, 1987 through 1991 and
1993 identified additional resources which resulted in a decision to place the
deposit into production.
B-28
RESERVES AND RESOURCES SUMMARY
The mineral reserves and resources set forth below represent 100% of the
New Britannia deposit, in which TVX holds a 25% interest. Reserves, consisting
of diluted proven and probable mineral reserves for the New Britannia gold
deposits, of which 0.075 million ounces of gold were in the proven category and
0.283 million ounces of gold were in the probable category, were estimated as
follows:
MINERAL RESERVES
2001
----------------------------------------------------------------------
PROVEN PROBABLE
--------------------------------- ---------------------------------
CONTAINED CONTAINED
GOLD TONNES GRADE OUNCES TONNES GRADE OUNCES
---- ---------- ----- ---------- ---------- ----- ----------
(millions) (g/t) (millions) (millions) (g/t) (millions)
Total................................ 0.4 5.42 0.075 1.9 4.73 0.283
CONTAINED
DECEMBER 31, 2001 TONNES GOLD GRADE GOLD OZ
----------------- ---------- ---------- ---------
(millions) (g/t) (millions)
Main........................................................ 2.3 4.86 0.358
--- ---- -----
Total....................................................... 2.3 4.86 0.358
=== ==== =====
CONTAINED
DECEMBER 31, 2000 TONNES GOLD GRADE GOLD OZ
----------------- ---------- ---------- ---------
(millions) (g/t) (millions)
Main........................................................ 2.8 5.33 0.478
--- ---- -----
Total....................................................... 2.8 5.33 0.478
=== ==== =====
Mineral resources at December 31, 2001, which include measured and
indicated resources, are estimated as follows:
MINERAL RESOURCES
2001
------------------------------------------
MEASURED INDICATED
------------------- -------------------
GOLD AND GOLD EQUIVALENT TONNES GRADE TONNES GRADE
------------------------ ---------- ----- ---------- -----
(millions) (g/t) (millions) (g/t)
Total...................................................... 0.052 3.45 1.360 3.51
For more detail on reserves and resources, please refer to the summaries on
pages B-6 to B-10.
Diamond drilling in 1999 was successful in replacing the 1999 gold
production and maintaining the reserves at previous levels. 2000 was the first
year since 1995 that the mine failed to replace annual production. The principal
reason was a reduction in gold price used in the reserve calculation from $325
to $290/oz. In addition, a reduction in exploration diamond drilling during 2000
further contributed to the lower gold reserves.
MINING AND PROCESSING
Rehabilitation of the main mine started in January 1995, and development
began in May 1995, with the first development ore being skipped in November,
1995. The main method of development in the Toots Zone is conventional drilling
and blasting, with mucking by captive equipment. The new development in the Dick
and ▇▇▇▇▇▇ Zones below the 540 metre level is mechanized, with
electric-hydraulic jumbos, 6-yard scoops and 24 tonne trucks. The mining method
is sublevel retreat, longhole stoping, using both electric-hydraulic and
pneumatic drills.
A 1,010 metre deep, five-compartment shaft provides access to the mine for
men and materials. The shaft is also used to move ore to the surface from
underground loading pockets. Ore is moved to the shaft from operating workings
using high speed tracked haulage along the 390 and 915 metre levels. Waste rock
is hoisted to surface and used as backfill underground.
Shaft deepening commenced in May 1994, reaching a final depth of 1,010
metres in late December 1994. Development of the 920 metre level haulage drift
and 950 metre level began in early 1996.
B-29
The mill facilities were completed in October 1995, with a rated capacity
of 1,850 tonnes per day, 24 hours a day, 365 days per year to process 660,000
tonnes per annum. Plant capacity has subsequently been found capable of
exceeding 2,000 tonnes per day. Total capital costs to bring the mine into
production were $37.9 million. The mill uses conventional crushing, grinding and
carbon-in-pulp technology. The introduction of the Alimak mining method is
currently being evaluated and if successful, will allow the exploitation of
portions of the New Britannia orebody, such as the Upper Toots Zone, which to
date could not be economically mined using longhole methods. Total mine
production in 2001 increased to 114,500 ounces (with TVX's share being 28,600
ounces) with cash costs declining to $187 per ounce.
ENVIRONMENT
The operation's location within the Snow Lake community calls for
particular attention to be paid to dust and noise control.
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes certain gold production and operating
information relating to the New Britannia Mine for the years indicated (100%):
YEARS ENDED DECEMBER 31,
---------------------------------------------------
2001 2000 1999 1998 1997
------- ------- ------- ------- -------
Total tonnes milled........................... 721,700 743,862 786,520 733,700 688,200
Average grade milled (grams per tonne)........ 5.3 4.8 4.4 4.5 4.6
Recovery rate (%)............................. 93.8 92.8 91.0 91 90
Production (ounces)........................... 114,500 105,512 100,911 97,600 91,400
Number of employees........................... 241 243 242 250 275
As a consequence of the formation of the TVX Newmont Americas joint
venture, TVX's participation in the earnings and production of the mine was
reduced by one-half from July 1, 1999. As TVX controls the new TVX Newmont
Americas joint venture entities, the financial results of the operating mines
are consolidated and a 50% minority interest is deducted from these earnings.
Prior to 1999, TVX's proportionate share of the mine results (50%) is shown in
the following selected financial information (000's except for unit costs):
YEARS ENDED DECEMBER 31,
---------------------------------------------------
2001 2000 1999 1998 1997
------- ------- ------- ------- -------
Revenue....................................... $15,289 $14,552 $15,202 $21,472 $19,311
------- ------- ------- ------- -------
Cost of sales................................. 10,537 10,992 10,805 11,783 12,621
Depletion and depreciation.................... 5,916 4,158 4,364 4,848 4,936
------- ------- ------- ------- -------
16,453 15,150 15,169 16,631 17,557
------- ------- ------- ------- -------
Earnings (loss) before the undernoted......... (1,164) (598) 33 4,841 1,754
------- ------- ------- ------- -------
Mining property write-down.................... 8,000 -- -- -- --
Interest expense.............................. -- -- -- -- 729
Exploration................................... 466 515 530 855 1,539
Other......................................... 62 28 -- 437 21
------- ------- ------- ------- -------
8,528 543 530 1,292 2,289
------- ------- ------- ------- -------
Earnings (loss) before the undernoted......... (9,692) (1,141) (497) 3,549 (535)
Income taxes.................................. -- -- -- -- --
Minority interests and participation rights... (4,846) (571) (250) -- --
------- ------- ------- ------- -------
Net earnings (loss)........................... $(4,846) $ (570) $ (247) $ 3,549 $ (535)
------- ------- ------- ------- -------
Other financial information:
Capital expenditures.......................... $ 1,298 $ 1,612 $ 1,435 $ 2,678 $ 3,894
Unit costs:
Cash cost per gold ounce.................... $ 187 $ 213 $ 216 $ 238 $ 279
Cash cost per tonne milled.................. 29 30 27 32 37
Total production cost per gold ounce........ 292 293 303 336 388
B-30
Cash costs and total production costs are non-GAAP measures. For further
information on these non-GAAP measures, please refer to the disclosure under the
heading "Calculation of Cash Costs, Production Costs and Realized Revenue and
Reconciliation to Statement of Operations" on page B-5.
STRATONI OPERATIONS
The Stratoni operation is comprised of the Madem Lakkos and Mavres Petres
Mines and the Stratoni Mill and produces lead-silver and zinc concentrates.
These mines and mill were part of the Hellenic Gold Properties acquired by TVX
in 1995. For further information please refer to the disclosure under the
headings "Development Properties -- Hellenic Gold Properties" on page B-33,
"Legal Proceedings -- Litigation in Greece" on page B-44 and "Legal Proceedings
-- The Hellenic Gold Properties Litigation" on page B-45.
GEOLOGY AND MINERALIZATION
The Madem Lakkos and Mavres Petres deposits are skarn deposits. The
sulphide mineralization consists of galena, sphalerite, pyrite, arsenopyrite,
chalcopyrite, tennantite-tetrahedrite and a wide range of other metallic
minerals including cubanite and galenobismuthite. Gangue minerals are mainly
calcite, sericite, quartz and rhodochrosite. Mineralization at both the Madem
Lakkos and Mavres Petres deposits occurs within marble units or along the
contacts between marble and the overlying schists and gneisses and is controlled
by the marble/schist-gneiss contact.
Resources at Madem Lakkos and Mavres Petres were sufficient for the
production of approximately 337,000 tonnes of ore in 2001, with head grades
averaging 10.5% zinc, 8.7% lead and 214 grams per tonne of silver. Operations at
the Mavres Petres deposit, located two kilometres from Madem Lakkos, were
suspended when TVX completed its purchase of the complex and investigation work
commenced to examine the potential for reopening the Mavres Petres mine.
Following a positive result to this study, the mine was brought back into
production in 2000. The reserves of Madem Lakkos are essentially depleted.
Reserves at the Mavres Petres mine are sufficient to sustain production for 4.5
years at a milling rate of approximately 450,000 tonnes per annum.
RESERVES AND RESOURCES SUMMARY
The mineral reserves and resources set forth below represent 100% of the
Stratoni deposit. TVX's 100% interest is subject to a 12% carried interest and a
right to acquire a 12% participating interest in favour of certain third
parties. Reserves, consisting of diluted proven and probable mineral reserves,
for the Stratoni ore deposits were estimated as follows;
MINERAL RESERVES
DECEMBER 31, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------- ------ ----------------------------
(000s) (g/t) Ag (%) Pb (%) Zn
Reserves.................................................... 2,100 200 7.9 10.9
----- --- --- ----
Total Reserves.............................................. 2,100 200 7.9 10.9
===== === === ====
DECEMBER 31, 2000 TONNES GRADE
----------------- ------ ----------------------------
(000s) (g/t) Ag (%) Pb (%) Zn
Reserves.................................................... 643 202 8.7 10.2
----- --- --- ----
Total Reserves.............................................. 643 202 8.7 10.2
===== === === ====
There were no measured or indicated resources as at December 31, 2001. For
further information on reserves, please refer to a summary on pages B-6 to B-10.
MINING AND PROCESSING
The Madem Lakkos mine is accessed from the surface through a 315-metre
vertical shaft. The Mavres Petres mine is accessed by an adit, and a newly mined
internal decline provides access to the production levels. In both mines, the
mining method is a mixture of longitudinal and transversal drift-and-fill, with
cemented backfill. A re-development and mechanization program at Mavres Petres
was successfully completed in 2001 and the mine will become the only source of
run-of-mine ore after the scheduled closure of Madem Lakkos at the end of the
first quarter of 2002.
B-31
TVX Hellas began shipping lead-silver and zinc concentrates from the
Stratoni mill in July 1996 after completing the basic refurbishment of the mill,
which had the capacity to treat 1,000 tonnes per day of ore. Further work was
done in the mill in 2001, increasing the capacity to 1,300 tonnes per day
(450,000 tpa). The ore from Mavres Petres and Madem Lakkos is blended and
treated in the Stratoni mill, producing lead/silver and zinc concentrates
containing approximately 73% lead with 1,700 g/t of silver, and 54% zinc,
respectively.
The existing power supply and distribution system is adequate to meet the
current and planned future requirements at the Mavres Petres and Madem Lakkos
mines and the Stratoni mill.
The Stratoni operation completed in 2001 its second full year as a separate
business unit within TVX Hellas, essentially on a break-even basis. Although the
results were negatively affected by permitting restrictions imposed by the
inspector of mines, the production of lead and zinc concentrates in 2001 did
increase 70% and 90%, respectively, compared to 2000. This was achieved through
the mechanization of the Mavres Petres mine, and the implementation in January
2001 of a six-day workweek for the mines and continuous milling operations.
SUMMARY OF PRODUCTION AND FINANCIAL DATA
The following table summarizes lead, zinc and silver production and certain
operating information relating to Stratoni for the years ended December 31, 2001
and 2000:
YEARS ENDED
DECEMBER 31,
------------------
2001 2000
------- -------
Tonnes milled............................................... 337,000 183,000
Grade
Lead (%).................................................. 8.65 9.73
Zinc (%).................................................. 10.46 10.57
Silver g/tonne............................................ 214 199
Recovery
Lead (%).................................................. 90.8 87.4
Zinc (%).................................................. 90.0 86.8
Silver (%)................................................ 86.5 84.2
Metal production (000s)
Lead (tonnes)............................................... 26.5 15.6
Zinc (tonnes)............................................... 31.7 16.8
Silver (ounces)............................................. 2,005 985
Number of employees......................................... 500 550
YEARS ENDED
DECEMBER 31,
------------------
2001 2000
------- -------
Revenue..................................................... $24,160 $16,081
------- -------
Cost of sales............................................... 22,530 16,004
Depletion and depreciation.................................. 1,871 1,003
------- -------
24,401 17,007
------- -------
Loss from mining operations................................. (241) (926)
Exploration................................................. -- 146
------- -------
Loss before the undernoted.................................. (241) (1,072)
Income taxes................................................ -- --
------- -------
Net loss.................................................... $ (241) $(1,072)
------- -------
Other financial information:
Capital expenditures........................................ $ 3,471 $ 3,258
Unit operating costs ($/tonne milled)....................... 72 93
B-32
NON-OPERATING MINES
MINERAL HILL MINE
Operations at Mineral Hill Mine in Montana, U.S.A. were suspended in
September, 1996; care and maintenance continued with water treatment being the
principal activity. Ongoing attempts to find a purchaser of the site were
unsuccessful and, consequently, the development and permitting of a closure plan
began in 1999. TVX entered into an agreement with Amerikanuak, Inc. whereby
Amerikanuak agreed to manage the permitting process and, subsequently, the
closure and reclamation of the site on behalf of TVX. This process is expected
to be completed in 2002.
The TVX Mineral Hill Mine property, located adjacent to Yellowstone
National Park and within the Gallatin National Forest, possesses outstanding
natural characteristics, wildlife habitats and historic and educational
attributes. After discussions with government officials and interested parties,
it is the intention of TVX to donate the property to the United States Forest
Service upon completion of the reclamation program. Should the donation not
occur, TVX will consider other disposal options, including private sale.
DEVELOPMENT PROPERTIES
HELLENIC GOLD PROPERTIES
The Hellenic Gold Properties are owned by TVX Hellas, an indirect,
wholly-owned subsidiary of TVX, and are located on the eastern coastal region of
the Chalkidiki Peninsula in northeastern Greece, approximately 100 kilometres
east of Thessaloniki, Greece's second largest city. The mining concessions cover
a total area of 31,400 hectares and include the Olympias mine and mill, the
Skouries gold-copper deposit, the Madem Lakkos and Mavres Petres mines along
with the base metal and silver processing facility at Stratoni.
On March 3, 1995, TVX announced that it had been named as the successful
bidder for the purchase and development of the Hellenic Gold Properties' assets
in Greece. On December 21, 1995, TVX acquired the assets for approximately $46
million. Approximately $19 million was paid on closing with five equal
installments, plus interest, due on the anniversary dates of the closing. The
final installment was paid in December 2000.
Pursuant to the October, 1998 judgment of the Ontario Court of Justice and
the 2000 judgment of the Ontario Court of Appeal, TVX holds a 12% carried
interest and a right to acquire a 12% participating interest in the Hellenic
Gold Properties as constructive trustee for the three individuals. In July,
1999, TVX entered into a settlement agreement with 1235866 Ontario Inc. whereby,
should 1235866 be successful in its claim against the three individuals, TVX
would recognize 1235866 holding a 12% carried interest and a right to acquire a
12% participating interest. For further information, please refer to the
disclosure under the heading "Legal Proceedings -- The Hellenic Gold Properties
Litigation" on page B-45.
Greece, which receives the funds from the European Union, makes available
cash grants for projects such as the Hellenic Gold Properties to subsidize part
of the investment cost. TVX Hellas has been granted a subsidy on the Olympias
project of GrD 16,056,641,000 and a 35% subsidy on interest expense on loans up
to a maximum principal balance of GrD 11,469,031,000.
The total manpower of TVX Hellas as of December 31, 2001 was 500. Pursuant
to the acquisition agreement, TVX agreed to maintain employment of 550 former
employees at the mine properties until December 21, 1998 and to employ a further
50 employees in the operation of the gold plant for at least three years. In
addition, during the construction of the gold plant, the contractor will be
required to offer employment to at least 150 former employees for at least 18
months. A portion of the costs for certain of these employees was borne by the
Greek government. The requirement to employ the 550 has now fallen away. The
requirement to employ a further 50 in the gold plant was cancelled upon a
severance package being agreed with the relevant personnel.
As part of the acquisition agreement, TVX Hellas has completed its
commitment to spend at least $7.3 million for environmental programs and studies
to improve existing environmental conditions. However, apart from these
liabilities, which have been fulfilled, TVX Hellas has no liability for
pre-existing conditions at the Hellenic Gold Properties.
GEOLOGY AND MINERALIZATION
The Hellenic Gold ore deposits are found within the Serbo-Macedonian Massif
which comprises a series of Paleozoic and/or older rocks, extending northward
into Bulgaria and eastern Yugoslavia. The Serbo-Macedonian
B-33
Massif is subdivided into the Kerdyllia formation in the east and the Vertiskos
formation in the west. The contact between the two formations is poorly defined;
nevertheless, there is locally a major fracture zone -- the Stratoni thrust
fault. The Kerdyllia formation consists of biotite gneiss interbedded with
hornblende gneiss, amphibolite and marble layers. The overlying Vertiskos
formation is composed mainly of a mica gneiss with intercalations of garnet-
tourmaline, sillimanite and quartz-feldspar gneiss and ortho-amphibolite.
Skouries
The Skouries deposit is located in the southwest of the Hellenic Gold
concessions, approximately 10 kilometres from the Aegean coast in a sparsely
populated area and 15 kilometres southwest of the Olympias mine.
Exploration and development history
Previous exploration was carried out in the 1960s by Nippon Mining and
Placer Development, and in the mid-1970s by the previous mine owners. This work
indicated a gold-copper porphyry deposit to a depth of about 400 metres
containing 72 million tonnes averaging 0.7 grams of gold per tonne and 0.5%
copper.
From 1996 to 1998, TVX completed three drilling campaigns to define the
reserves and resources at Skouries. The first campaign was performed between
August 1996 and December 1996, with a total of 15,501 metres of diamond drilling
completed. The second campaign was performed between February 1997 and December
1997, with a total of 41,971.5 metres of diamond drilling completed. The final
campaign was initiated in February 1998 and concluded by December 1998, with a
total of 65,100 metres of diamond drilling completed.
Geology and mineralization
The TVX exploration program, which took three years and was completed in
1998, confirmed Skouries to be a classic, pipe-shaped, gold-copper porphyry. Ore
grade mineralization appears to be continuous to a depth of 800 metres in the
central parts of the deposit. Within the deposit, two high grade zones are
indicated, one from surface to a depth of about 200 metres grading 1.0 gram of
gold per tonne and 0.6% copper, and the other a deep core zone extending from a
depth of 300 metres to 550 metres and averaging 1.5 grams of gold per tonne and
0.8% copper.
The dominant rock types in the deposit are a core of porphyry surrounded by
schist with inter-fingering of porphyry ▇▇▇▇▇. The porphyry is of fair to good
quality, moderately to widely jointed rock mass with high intact rock strength.
The mining rock mass quality and intact rock strength of the schist is variable.
It is typically a fair mining quality rock mass with poor mining rock quality
zones.
Reserves and resources summary
The mineral reserves and resources set forth below represent 100% of the
Skouries deposit. TVX's 100% interest is subject to a 12% carried interest and
the right to acquire a 12% participating interest in favour of certain third
parties. Reserves, consisting of diluted proven and probable mineral reserves,
for the Skouries ore deposit, of which 0.656 million ounces of gold were in the
proven category and 3.059 million ounces of gold were in the probable category,
were estimated as follows:
MINERAL RESERVES
2001
----------------------------------------------------------------------
PROVEN PROBABLE
--------------------------------- ---------------------------------
CONTAINED CONTAINED
GOLD TONNES GRADE OUNCES TONNES GRADE OUNCES
---- ---------- ----- ---------- ---------- ----- ----------
(millions) (g/t) (millions) (millions) (g/t) (millions)
Total................................ 20.3 1.01 0.656 109.2 0.87 3.059
CONTAINED
DECEMBER 31, 2001 TONNES GOLD GRADE COPPER GRADE GOLD OZ
----------------- ---------- ---------- ------------ ----------
(millions) (g/t) % (millions)
Open Pit......................................... 24.8 0.99 0.57 0.786
Sub Level Cave................................... 46.2 1.08 0.61 1.610
Block Cave....................................... 58.6 0.70 0.51 1.320
----- ---- ---- -----
Total............................................ 129.6 0.89 0.56 3.716
===== ==== ==== =====
B-34
Mineral resources at December 31, 2001, which include indicated resources,
are unchanged from 2000 and are estimated as follows:
MINERAL RESOURCES
2001
-------------------
INDICATED
-------------------
GOLD TONNES GRADE
---- ---------- -----
(millions) (g/t)
Total....................................................... 61.7 0.67
For more detail on reserves and resources, please see the summaries on
pages B-6 to B-10.
As at December 31, 2001, the Skouries deposit also contained proven and
probable reserves of 129.55 million tonnes grading 0.56% copper and indicated
resources of 61.69 million tonnes grading 0.54% copper. The copper reserves and
resources are unchanged from December 31, 2000.
Mining and processing
In the feasibility study completed by Kvaerner Metals in September 1998,
three phases of mining were scheduled; open pit, sublevel cave and block cave.
The open pit would provide initial feed from the upper high grade zone,
including 8 million tonnes of oxides, followed by sublevel cave to extract the
lower high grade zone and finally block cave for the lower grade material at
depth.
The process plant design currently provides for a nominal 18,000 tonnes per
day throughput, and comprises gyratory primary crushing for both open pit and
underground ore, coarse ore stockpile and recovery system, single-stream
SAG/Ball Mill grinding and cyclone classification, free gold recovery by gravity
separation and production of dore, flotation, tailing thickening and disposal,
concentrates thickening, filtration and transport by road to Stratoni, port
storage and ship loading for export to smelters and refineries.
The development of the mining and processing associated with the Skouries
project will require the provision of both process water supply and means of
safe, efficient and environmentally acceptable disposal of mineral waste.
Tailings dam and project water management studies have been carried out for the
feasibility study to develop a preliminary site water management strategy and a
tailings facility at four tailings dam site options.
The process plant will be supported by a comprehensive operational support
complex comprising maintenance facilities, stores, changehouses, offices, first
aid, mine rescue, mess facilities, security, fencing, explosives magazines and
process plant mobile equipment.
Metallurgical testwork and studies have been performed on composite
selected core samples from the major rock types in the areas of grinding,
gravity concentration, flotation, tailings characterization and mineralogy.
Based on this information, the criteria for process plant and infrastructure
design was established. Further plant testwork will be undertaken during the
basic engineering phase to give some improved level of confidence necessary to
specify equipment in some areas, which will include tailing and concentrate
settling and concentrate filtration tests. Preliminary metallurgical testwork
indicates processing will be straightforward and will produce a copper
concentrate containing between 30 to 60 grams of gold per tonne and 26 to 30%
copper. Some coarser gold will also be recovered by gravity concentration.
Assuming an initial open pit operation of 18,000 tonnes per day, the
capital cost of building these facilities would be $240 million. The resulting
production would be 200,000 ounces of gold per year at an expected cash cost of
less than $100 per ounce net of copper revenue credits, assuming a copper price
of $0.80 per pound. The capital cost estimate includes direct costs of
equipment, construction material and labour, as well as indirect costs such as
engineering, procurement and construction, management and ownership costs. It is
the current intention of TVX to seek a joint venture partner in connection with
the development of Skouries.
Permits
TVX has not yet begun the permitting process which it anticipates will
commence in 2003. The estimated period for completion of all necessary
permitting for the commencement of construction at Skouries is approximately
three
B-35
and a half to four years. The following sets forth the required approvals and
permits and the time in which TVX expects to obtain such approvals required to
develop its Skouries project:
(a) pre-assessment of environmental impact approval (2003 through 2006)
(b) environmental impact study approval (2003 through 2004)
(c) technical study approval (2004 through 2005)
(d) forest area concession approval (during 2005)
(e) building construction permit approval (2004 through 2005)
(f) waste disposal study approval (2004 through 2005)
(g) fire fighting study approval (2004 through 2005)
(h) plant and dam construction permit approval (2005 through 2006)
TVX believes there is a high level of assurance that the project will
receive all required approvals for development.
Olympias
On March 1, 2002, the Conseil d'Etat, the Greek Supreme Court, issued a
judgment which annulled the purportedly valid permits, including Environmental
Impact Study approval, 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 recovering its investment in Greece. Given the
court decision, TVX took a write down of approximately $198.5 million, reducing
the carrying value of the Olympias project to zero. Until a decision is made on
the future of the Olympias project, the following disclosure is included for
historical information purposes. For further information, please refer to the
disclosure under the heading "Legal Proceedings -- Litigation in Greece" on page
B-44.
Geology and mineralization
The Olympias deposit is a stratabound, polymetallic, gold-silver-zinc-lead
deposit. Gold occurs primarily within fine to medium grained arsenopyrite and
arsenic-rich pyrite and is spatially associated with the massive sulphide
mineralization. The deposit consists of three zones which occur along a folded
contact between marble and overlying schists and gneisses. The West Zone is a
massive lensoidal orebody dipping 30(LOGO) to 35(LOGO) with an average width of
11 metres, a strike length of 350 metres and a down-dip length of 1,500 metres
and occurs along the western flank of an anticline. Located 300 metres east of
the West Zone, the East Zone dips at 33(LOGO) and has an average thickness of 9
metres, a strike length of 250 metres and a down dip extent of 550 metres. The
East Zone is located along the crest of an adjacent anticline. A third zone of
mineralization, the Second Horizon, underlies the West Zone at its deepest
location and is open to depth.
An intensive drilling program began at the Olympias mine in late 1996, and
was completed in 1998, by which time 72,000 meters of diamond drilling had been
achieved. Based on that information, and a re-evaluation of the existing
gold-bearing stockpiles and tailings, the mineral resources were estimated in
2000. No re-estimation was undertaken in 2001, however, following the decision
by the Conseil d'Etat, all reserves were re-classified as resources resulting in
an elimination of reserve gold ounces.
B-36
Reserve and resources summary
The mineral reserves and resources set forth below represent 100% of the
Olympias deposits. TVX's 100% interest is subject to a 12% carried interest and
a right to acquire a 12% participating interest in favour of a third party.
Reserves, consisting of diluted proven and probable mineral reserves, for the
Olympias ore deposits were estimated as follows:
MINERAL RESERVES
CONTAINED
DECEMBER 31, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ GOLD OZ
----------------- ---------- ---------- ----------
(millions) (g/t) (millions)
East........................................................ 0.0 0.00 0.000
Upper West.................................................. 0.0 0.00 0.000
Intermediate West........................................... 0.0 0.00 0.000
Lower West.................................................. 0.0 0.00 0.000
South West Extension........................................ 0.0 0.00 0.000
▇▇▇▇ Stockpile.............................................. 0.0 0.00 0.000
Tailings.................................................... 0.0 0.00 0.000
--- ---- -----
Total....................................................... 0.0 0.00 0.000
=== ==== =====
CONTAINED
DECEMBER 31, 2000 TONNES GOLD GRADE GOLD OZ
----------------- ---------- ---------- ----------
(millions) (g/t) (millions)
East........................................................ 1.3 13.74 0.558
Upper West.................................................. 0.5 12.46 0.182
Intermediate West........................................... 1.6 8.55 0.429
Lower West.................................................. 6.1 8.93 1.740
South West Extension........................................ 2.2 5.89 0.412
▇▇▇▇ Stockpile.............................................. 0.3 23.24 0.207
Tailings.................................................... 2.2 3.43 0.240
---- ----- -----
Total....................................................... 14.0 8.39 3.768
==== ===== =====
Mineral resources at December 31, 2001, which include measured and
indicated resources are estimated as follows:
MINERAL RESOURCES
2001
------------------------------------------
MEASURED INDICATED
------------------- -------------------
GOLD TONNES GRADE TONNES GRADE
---- ---------- ----- ---------- -----
(millions) (g/t) (millions) (g/t)
Total...................................................... 9.019 9 3.604 9.83
The Olympias deposit also contains significant reserves and resources of
silver, lead and zinc as noted in the Mineral Reserve and Resource tables on
pages B-6 through B-10.
Mining and processing
The Olympias Mine, which was in production from 1976 to 1995 under previous
owners, is accessed from the surface through a 300-metre vertical shaft and two
declines and used an undercut and fill mining method and blasthole, retreat
stoping after mining longitudinal galleries. Previously, sublevel caving was
used. Ore from the Olympias mine was delivered to the nearby Olympias mill for
processing.
Mine planning at Olympias has been completed and, based on a mechanized
drift and fill mining method, would increase the historical capacity from 700
tonnes per day to 2,700 tonnes per day.
Although the Olympias deposits were mined for 20 years as a
silver-lead-zinc operation, the gold content of the ore has not been exploited
because of its refractory nature. In order to recover the gold, it is necessary
to incorporate an
B-37
oxidation phase in the process. Following extensive testwork, both Biox(C) and
pressure oxidation will be used as the oxidising processes.
Kvaerner Metals Davy concluded a feasibility study in October, 1999. Actual
construction of the plant is expected to take about two years after all licences
and permits are received and financing is in place. The plant is designed to
produce in excess of 250,000 ounces of gold annually over the first four years
of operation. Output for the first four years will include production obtained
by re-processing stockpiled concentrate and tailings. Silver, lead and zinc
production would be credited to the overall cash operating costs.
The capital cost of the gold recovery plant and modernization of the
existing operation is estimated to be approximately $258 million. Government
grants will cover 35% of the eligible capital. The permits for the construction
and operation of the gold plant of TVX Hellas are regulated by the special law
which ratified the contract by which TVX acquired the mining rights and related
property. The special law comprehensively specifies the licences and permits
required for the mining operations, the authorities responsible to issue them
and the procedures which guarantee their timely issuance.
The power supply and distribution system at Olympias is adequate for the
current operation and the proposed concentrator modifications, but the
distribution system would be inadequate to meet the demands of the proposed
expansions. A significant increase in power requirements will necessitate the
construction of a 24-kilometre-long transmission line from the national power
grid at Stagira.
During 1999, Kvaerner completed a revision of the feasibility study which
incorporated pressure oxidation in addition to bioxidation in the process
design. Based on this revision, the permitting process was started. A permit
approving the site location was received and an Environmental Impact Study was
completed and submitted to the government in November. In December 1999, SNC
Lavalin were appointed as the engineering contractor responsible for project
engineering, procurement and construction.
During 2000, SNC Lavalin completed the basic engineering, estimating
pre-production capital costs of $258 million as the cost of construction.
Continuous pilot plant testwork, conducted by Lakefield Research, Canada,
confirmed the viability of the combined flotation, bioxidation and pressure
oxidation process technologies. Also in 2000, the Environmental Impact Study was
issued after receiving the approval of the relevant five government ministries,
as well as the support of the regional council.
Permits -- Legal Challenges
Pre-site approval and a permit to enable geotechnical drilling on the
proposed tailings site were issued during 1999 plus the Environmental Impact
Study in September 2000. These permits were being challenged under the Greek
administrative law system.
This system allows an interested party to challenge the validity of the
issuance by the government of a permit or licence. The relevant Greek government
departments issuing the permits were the defendants and TVX Hellas was added to
the challenges as an intervenor, as were other interested parties such as labour
unions and several local communities, which were supportive of the TVX Hellas
position.
These challenges were heard by the Conseil d'Etat (the Supreme Court
relating to Administrative Law) in January, 2001. The Judge Rappateur, the judge
who reviewed the issue and presented the case to the other judges, recommended
that the challenges be rejected. In March, 2002, the Conseil d'Etat issued its
judgment, which annulled the permits. For further information, please refer to
the disclosure under the heading "Legal Proceedings -- Litigation in Greece" on
page B-44.
B-38
PROJECTS/EXPLORATION PROPERTIES
With the prevailing low gold price environment, TVX decided in 2000 to
cease funding non-mine exploration activities until markets improve.
Accordingly, the Pachicutza Project in Ecuador was terminated.
GURUPI, BRAZIL
The Gurupi project, formerly a 50/50 joint venture between TVX Newmont and
Newmont (see below), is located 350 kilometres southeast of the city of Belem in
Brazil along the Gurupi River. Chega Tudo is the owner of the Gurupi exploration
property located in the States of Maraho and Para, Brazil. The property
comprises the mineral rights of 28 exploration licences covering an area of
128,627.69 hectares and 13 applications for exploration licenses covering an
area of 80,261.49 hectares. Gold is contained in metavolcanic and
metasedimentary rocks in two intensely mineralized parallel trends cut by shear
zones and quartz stockworks, veins and tonalitic rocks.
By the end of 1998, 204 diamond drill holes totalling 36,100 metres and 212
reverse circulation drill holes totalling 23,048 metres had been completed as
well as surface sampling and geophysical surveys. Five potential open pittable
gold-bearing targets have been identified in saprolite and bedrock, ranging up
to 2.8 kilometres in length and 15 to 60 metres thick with average grades of
about one to two grams of gold per tonne. Additional exploration during 1999
failed to increase the resource significantly.
The mineral resources set forth below represent 100% of the Gurupi project,
50% of which is held by TVX. The indicated resources are unchanged from 2000 and
are estimated at December 31, 2001 as follows:
MINERAL RESOURCES
2001
-------------------
INDICATED
-------------------
GOLD TONNES GRADE
---- ---------- -----
(millions) (g/t)
Total....................................................... 60.38 1.39
Pursuant to an agreement dated as of June 7, 2002, TVX Newmont (Cayman)
Holdings Inc. ("TVX Newmont Cayman") purchased the 49% interest in the share
capital of Mineracao Chega Tudo Limitada, held by Newmont, by way of the
purchase from Newmont of 100% of the share capital of Newmont Brasil Mineracao
Limitada, an indirect, wholly-owned Brazilian subsidiary of Newmont. TVX Newmont
Cayman owns the remaining 51% of the quotas of Chega Tudo.
The consideration paid consisted of a net smelter return royalty on all
production of gold at the following rates: (i) 0% if the applicable spot price
of gold is less than $250 per ounce; (ii) 0.30% if the applicable spot price of
gold is greater than $250 per ounce but not greater than $300 per ounce; (iii)
0.40% if the applicable spot price of gold is greater than $300 per ounce but
not greater than $350 per ounce; (iv) 0.75% if the applicable spot price of gold
is greater than $350 but not greater than $400 per ounce; and (v) 1.0% if the
applicable spot price gold is greater than $400 per ounce.
In the event that there is a direct or indirect disposition of Chega Tudo
by TVX Newmont Cayman within 18 months following closing, TVX Newmont Cayman
must pay to Newmont; (i) an amount equal to 45% of the net non-royalty
consideration to be paid to TVX Newmont Cayman (being equal to the consideration
received at fair market value less the amount of bona fide operating costs
incurred by Chega Tudo from the date of closing between TVX Newmont Cayman and
Newmont to the date of closing the acquisition transaction); and (ii) 45% of the
royalty consideration. In such event, Newmont will release its royalty.
B-39
DIRECTORS AND OFFICERS OF TVX
DIRECTORS
The number of directors of TVX may consist of a minimum of three and a
maximum of 15 with the actual number of directors determined from time to time
by resolution of the directors. Currently, the number of directors has been
fixed at eight and, as of September 30, 2002, the following are the names,
municipality of residence and principal occupations of the directors of TVX:
BUSINESS EXPERIENCE
NAME MUNICIPALITY OF RESIDENCE BECAME A DIRECTOR (FOR THE PAST FIVE YEARS UNLESS OTHERWISE SHOWN)
------------------------------ ----------------- ------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman,(1)(4) June, 2001 President, Baymont Capital Resources Inc.
Toronto, Ontario (investment and business development).
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Q.C. June, 2001 Managing Partner, Burnet, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
Calgary, Alberta (law firm).
W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇(2) June, 2001 President and Chief Executive Officer of Dynatec
Toronto, Ontario Corporation (engineering and mining services)
since 1997. Prior to that, he was Chairman and
Chief Executive Officer of Dynatec International
Limited (mining services company).
T. ▇▇▇▇ ▇▇▇▇▇▇(3) February, 2001 President and Chief Executive Officer of TVX
Toronto, Ontario Gold Inc. Prior to April 2001, ▇▇. ▇▇▇▇▇▇ was an
independent financial consultant to such
companies as TVX and EBX Capital Partners
(investment company). Prior to April 2000, ▇▇.
▇▇▇▇▇▇ was a Director of Deutsche Bank
Securities Limited (financial advisory services)
and prior to September 1998, ▇▇. ▇▇▇▇▇▇ was a
Senior Coverage and Execution Director of
▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. (investment bank).
J.S.A. MacDonald(2)(4) June, 2001 Chairman and Managing Partner of Enterprise
Toronto, Ontario Capital Management Inc. (investment management
company) since January 1997. Prior to that, he
was Deputy Chairman of Scotia ▇▇▇▇▇▇ Inc.
(investment dealer).
▇▇▇▇▇ ▇. ▇▇▇▇▇(1) June, 2001 Managing Partner of Enterprise Capital
Toronto, Ontario Management Inc. (investment management company)
since January 1997.
▇▇▇▇▇▇ ▇▇▇▇(1)(3) June, 2001 Managing Director of Investments and Trading,
▇▇▇▇▇▇, New York Paloma Partners Management Company (investment
company).
▇▇▇▇ ▇. ▇▇▇▇▇(2)(4) December, 1998 Managing Partner, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP
Toronto, Ontario (law firm).
---------------
Notes:
(1) Audit Committee member.
(2) Compensation Committee member.
(3) Risk Management Committee member.
(4) Special Committee member.
B-40
OFFICERS
The names, municipality of residence and positions held by the officers, as
of September 30, 2002, of TVX are as follows:
OFFICE HELD AND BUSINESS EXPERIENCE
NAME MUNICIPALITY OF RESIDENCE (FOR THE PAST FIVE YEARS UNLESS OTHERWISE SHOWN)
------------------------------ ------------------------------------------------------------
T. ▇▇▇▇ ▇▇▇▇▇▇............................ President and Chief Executive Officer. Prior to April ▇▇▇▇,
▇▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ was an independent financial consultant to such companies as
TVX and EBX Capital Partners (investment company). Prior to
April 2000, ▇▇. ▇▇▇▇▇▇ was a Director of Deutsche Bank
Securities Limited (financial advisory services) and prior
to September 1998, ▇▇. ▇▇▇▇▇▇ was a Senior Coverage and
Execution Director of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. (investment bank).
R. ▇▇▇▇▇▇▇ ▇▇▇▇▇.......................... General Counsel, Vice President and Corporate Secretary.
Mississauga, Ontario
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇........................... Chief Financial Officer
Cheshire, United Kingdom
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇........................... Vice President, Finance since April 2001. From August, 1999
to March,
Toronto, Ontario 2001 ▇▇. ▇▇▇▇▇▇▇▇ provided financial consulting services to
TVX as well as acting as Chief Financial Officer to Orezone
Resources Inc. and Scorpion Minerals Inc. (junior mining
companies). From June, 1997 to July, 1999, he was a
Director, Chief Financial Officer and Secretary of LatinGold
Inc. (exploration company) and prior to that, he was the
Chief Financial Officer of Central Asia Goldfields
Corporation and Kazakstan Goldfields Corporation (gold
mining and exploration companies).
RISK FACTORS
The operations of TVX are speculative due to the high-risk nature of its
business which is the acquisition, financing, exploration, development and
operation of precious and base metals mining properties. These risk factors
could materially affect TVX's future operating results and could cause actual
events to differ materially from those described in forward-looking statements
relating to TVX.
GOLD AND SILVER PRICE FLUCTUATIONS
The profitability of TVX's business is heavily influenced by the market
price of gold and silver. Gold and silver prices can be subject to volatile
price movements over short periods of time and are affected by numerous factors,
most of which are beyond the control of TVX. These factors include expectations
with respect to the rate of inflation, the strength of the United States dollar
and other currencies, interest rates, the level of industrial demand and the
demand for bullion investment and jewelry, economic crises and the economic and
political situations in Russia and South Africa, two of the world's largest
individual producers of gold. If the price of gold or silver were to drop
significantly, TVX's operations could be substantially reduced or, in extreme
circumstances, rendered uneconomic.
Illustrative of the movement in the gold and silver prices is the following
table which shows the high, low and average spot gold and silver prices in
United States dollars per ounce based on the London fixing prices over the past
five years:
GOLD SILVER
------------------------- ---------------------------
HIGH LOW AVERAGE HIGH LOW AVERAGE
---- ---- ------- ----- ----- -------
2001............................. $304 $256 $271 $4.84 $4.06 $4.35
2000............................. 313 264 279 5.45 4.57 4.95
1999............................. 326 253 279 5.75 4.88 5.22
1998............................. 313 273 294 7.81 4.69 5.53
1997............................. 367 283 331 6.24 4.22 4.89
B-41
TVX uses forwards, puts and calls to hedge its gold and silver production.
TVX estimates that a $10/ounce movement in the gold price, without considering
the effects of hedging instruments, would affect 2002 earnings by approximately
$2.2 million. TVX also uses forwards to hedge its zinc and lead production.
COMPETITION
TVX competes with mining companies and private individuals in connection
with the acquisition of precious metals properties and in connection with the
recruitment and retention of qualified employees. Given the commodity status of
precious metals in the worldwide market, competition in the sale of precious
metals is not significant for TVX or other precious metals producers.
EXPLORATION
The exploration and development of precious metal properties involves high
risks and significant competition. The gold and silver industry is highly
speculative in nature, involving many risks which even a combination of
scientific knowledge, technical skills and industry experience cannot always
overcome, often resulting in unproductive efforts. There can be no assurance
that the precious metals exploration, development and production activities of
TVX will be viable in the future.
PRECIOUS METALS BUSINESS
TVX operates in the precious metals mining industry and, in its normal
course of business, manages geological, operational, geographic and financial
risks. Past events at the Olympias project in Greece and at the Kasperske Hory
project in the Czech Republic highlight such risks in that a small but strong
opposition to development of mining projects occurred due, in part, to the lack
of understanding of modern mining practices.
Operational risks which could interrupt or impair future production include
supply obstacles, physical asset damage or destruction, labour interruptions,
unexpected ground conditions and incorrect estimates of geology and ore
reserves. To manage these risks, TVX carefully plans and designs its mines,
trains employees in safety and production methods, maintains adequate supply
inventories and insurance and uses reputable consultants where appropriate.
Geographic risks arise from political, legal, social, structural and
economic conditions. TVX has diversified its investment base, thus reducing its
dependence on any one sector. As well, various countries are appreciating mining
as a primary industry and a creator of wealth. This has increased access to
mining properties in many countries around the world which traditionally have
not been mining nations. TVX is subject to political risk in countries in which
it conducts its mining activities, including Chile, Brazil and Greece. Local
management and advisors are employed where possible to monitor and assess
economic, political and legal developments which could affect TVX and to allow a
prompt response to any new risk.
CURRENCY RISKS
Currency fluctuations may affect the costs which TVX will incur at its
operations. Gold is sold in the world market in U.S. dollars. In addition to
U.S. dollars, TVX's costs are incurred principally in Canadian dollars,
Brazilian reals, Chilean pesos and Euros. During 2001, the Canadian dollar
continued to be weak against the U.S. dollar, Brazilian reals devalued in
January, 1999 and continued to be weak throughout 2001. These currency movements
will benefit local dollar operating costs, which exceed 60% of all costs at all
mines. To manage foreign currency risk, TVX ▇▇▇▇▇▇ Canadian dollar and Euro
operating costs as is deemed appropriate.
JOINT VENTURES
Each of the La Coipa mine (Chile), the Crixas mine (Brazil), the Brasilia
mine (Brazil), the New ▇▇▇▇▇▇▇▇▇ mine (Canada) and the ▇▇▇▇▇▇▇▇▇▇▇ mine
(Canada), in which TVX owns interests, are operated through joint ventures with
other mining companies. Any failure of such other companies to meet their
obligations to TVX or to third parties could have a material adverse effect on
the joint venture. For further information regarding the joint ventures, please
refer to the disclosure under the heading "Mines" on pages B-13 through B-33.
ENVIRONMENTAL RISKS
TVX's mining and processing operations and explorations activities in
Canada, Chile, Brazil and Greece and other countries are subject to various laws
and regulations governing the protection of the environment, exploration,
development, production, exports, taxes, labour standards, occupational health,
waste disposal, toxic substances, mine
B-42
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 TVX, increase costs, cause a
reduction in levels of production and/or delay or prevent the development of new
mining properties. TVX's compliance with these environmental laws and
regulations requires significant expenditures and increases TVX's 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, TVX 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.
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 TVX's ownership of a property. To the extent TVX is
subject to uninsured environmental liabilities, the payment of such liabilities
would reduce funds otherwise available and could have a material adverse effect
on TVX. Should TVX be unable to fund fully the cost of remedying an
environmental problem, TVX 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 TVX.
LICENSES AND PERMITS
The operations of TVX require licenses and permits from various
governmental authorities. Such licenses and permits are subject to change in
various circumstances. There can be no guarantee that TVX will be able to obtain
or maintain all necessary licenses and permits as are 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 estimated period for
completion of all necessary permitting for the commencement of construction at
the Skouries deposit is approximately three and a half to four years. Although
TVX has a high level of assurance that it will obtain the necessary permits and
approvals to develop Skouries, there can be no certainty that the permitting
process will not be delayed. TVX may be faced with potential legal challenges to
its various applications for approval, or other unforeseen circumstances that
could delay the permitting process.
ROYALTIES
Approximately 67% of TVX's mining properties are subject to various royalty
and land payment agreements. Failure by TVX to meet its payment obligations
under these agreements could result in the loss of the related property
interests. For further information regarding these payment obligations, please
refer to the disclosure under the heading "Description of Business and
Properties -- Operating Mines -- Precious Metals" on page B-5.
DIVIDEND POLICY
TVX has not declared a dividend since June 29, 1990. The decision to pay
dividends and the amount thereof is at the discretion of TVX's Board of
Directors and is governed by such factors as earnings, capital requirements and
the operating and financial condition of TVX. Accordingly, there can be no
assurances that TVX will pay dividends with respect to the TVX common shares in
the future.
ADDITIONAL FINANCING
Future development of the Skouries project in Greece and TVX's exploration
properties may require substantial additional financing. Failure to obtain
sufficient financing may result in delaying or indefinite postponement of
exploration, development or production at the Skouries project or TVX's
exploration properties. 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 favourable to TVX.
INSURANCE
Risks not insured against in each case include environmental pollution or
other hazards against which mining companies cannot insure or against which TVX
may elect not to insure because of high premium costs or other reasons.
B-43
CONFLICTS OF INTEREST
Certain of the directors of TVX also serve as directors of other companies
involved in natural resource exploration and development and consequently there
exists the possibility for such directors to be in a position of conflict.
LAND TITLE
No formal title opinions are delivered to TVX or such subsidiaries and,
consequently, no assurances can be given that there are not title defects
affecting such properties. In the event that property titles to any of TVX's
projects are defective, and such defects are contested, TVX's ownership interest
may be deemed invalid and this could have an adverse impact on TVX's operations
and result in legal liability for TVX.
LEGAL PROCEEDINGS
LITIGATION IN BRAZIL
In September 2001, Rio Tinto Brasil Ltda., 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 51.0% interest. Rio Tinto Brasil alleged that the transaction resulting in
the formation of 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 favour 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. In the event the matter proceeds following the freeze of
the litigation, TVX anticipates that the decision of the court will be made
within the next year.
In the event that Rio Tinto Brasil 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 U.S. GAAP.
LITIGATION IN GREECE
On March 1, 2002, the Counseil d'Etat, the Greek Supreme Court, issued a
judgement which annulled the purportedly valid permits, including Environmental
Impact Study approval, issued by the Greek Government to TVX's subsidiary, TVX
Hellas, with respect to the Olympias project. The Counseil d'Etat ruling
effectively prohibits development of the Olympias project. TVX is reviewing its
options, including legal remedies, with respect to recovering its investment in
Greece.
In December 2001, mining operations at Stratoni were temporarily suspended
following a declaration of force majeure by TVX Hellas related to a suspension
order delivered by a mining inspector. On February 15, 2002, a new mining
permit, which allows for the continuation of mining at TVX's Stratoni base metal
operations 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 mine permit annulled. This action was heard on June 7, 2002. The Judge
Rapporteur, who reviewed the petition, expressed the opinion that an
environmental impact study may be required in support of the permits. However,
the Judge accepted that the opposite opinion may also be supported, i.e. that
the activities covered
B-44
by the new permits which were issued do not cause a substantial environmental
change as compared with the previous mining activities and, therefore, no new
environmental impact study is required in which case the permit approving the
new technical study would be valid. The Judge Rapporteur also recommended the
rejection of all the other arguments for the annulment brought forward by the
opposition group. On December 9, 2002, TVX was advised that the Greek Conseil
D'Etat had released its decision on the challenge to the Stratoni mining
permits. TVX has been 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. TVX is continuing to assess the impact of the decision
and mining operations are continuing pending receipt of the new mining permits.
The Greek Government has undertaken to obtain the necessary decisions and has
advised that, in the meantime, the continued, unobstructed operations of TVX
Hellas are secure. It is anticipated that the re-approval of the permits will be
issued in January 2003. In the event that TVX is not able to continue mining
operations pending receipt of the new mining permits or the new mining permits
are denied, mining operations may be suspended. In the event of a suspension of
mining operations, TVX will not generate revenue from such operations for the
duration of the suspension. In the event of the long term or permanent
suspension of mining operations at Stratoni, it is unlikely that TVX would
continue to report the mineralization as reserves.
Given the difficulties and challenges encountered, TVX assesses, on an
ongoing basis, the merits of continuing to operate in Greece. Should the
situation not improve, TVX will take such steps as are necessary to preserve
shareholder value, which may include ceasing to finance TVX Hellas. TVX Hellas
may have significant financial obligations should operations cease. Without
funding from TVX, the ongoing economic viability of TVX Hellas (which includes
Olympias, Stratoni and Skouries) is uncertain and TVX Hellas may not have the
funds required to meet its financial obligations.
THE HELLENIC GOLD PROPERTIES LITIGATION
In November 1995, three individuals commenced an action in Ontario against
TVX in respect of its Hellenic Gold Properties in Greece. The trial commenced in
October 1997 and judgment was rendered in October 1998. The court rejected the
claim of the individuals to full ownership of the Hellenic gold properties and
damages in the amount of Cdn.$501 million. However, the court awarded the
individuals a 12% carried interest and a right to acquire a 12% participating
interest in the Hellenic Gold Properties upon payment of costs associated with
that interest. The carried and participating interests are held by TVX as
constructive trustee for the individuals. TVX filed notice of appeal of the
trial decision and the individuals filed notice of cross appeal.
Subsequent to the release of the trial judgment in October, 1998, TVX
received notification of two actions commenced by 1235866 Ontario Inc., the
successor to Curragh Inc., Mineral Services Limited and Curragh Limited, against
the three individuals, and others, in Ontario and English Courts, in relation to
the claim by the three individuals against TVX for an interest in the Hellenic
gold mines. These new actions seek declarations that the defendants hold their
interests in the Hellenic gold mines in trust for 1235866.
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 which had
been awarded to the three individuals. In the event that 1235866 is successful
in its claim against the three individuals, 1235866 will 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 individuals' cross appeal and a motion by 1235866 for a
new trial were heard by the Court of Appeal for Ontario 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
individuals' cross appeal. The Court also rejected the motion of 1235866 for a
new trial. The result is that 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 three individuals continues.
Following judgment by the Court of Appeal on Ontario, TVX and the three
individuals 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 the individuals in the trial judgment.
Accordingly, in June 2001, a new action was
B-45
commenced between the individuals and TVX to clarify the award. TVX anticipates
that the hearing with respect to such matter may be held in 2004.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The auditors of TVX are PricewaterhouseCoopers LLP, Chartered Accountants.
The transfer agent and registrar for the TVX common shares is Computershare
Trust Company of Canada at its principal office in Toronto.
B-46
SCHEDULE C
INFORMATION CONCERNING ECHO BAY
All references to the "Corporation" or "Echo Bay" in this Schedule "C",
unless the context otherwise requires, are references to Echo Bay Mines Ltd.,
its predecessors and its subsidiaries. Echo Bay is a North American gold mining
company which mines, processes and explores for gold. Echo Bay has three
operating mines: (1) Round Mountain in Nevada, United States; (2) Kettle River
in Washington, United States; and (3) Lupin in Nunavut Territory, Canada. The
Corporation holds a 100% interest in its Kettle River and Lupin mines and a 50%
interest in its Round Mountain mine, which it operates, with the remaining 50%
interest held by affiliates of Barrick Gold Corporation. The Corporation
operated a fourth mine, McCoy/Cove in Nevada, United States, until March 31,
2002, at which date mining and processing activities were completed. Reclamation
activities, which had been initiated in 2000, are now fully under way at
McCoy/Cove and are expected to continue over the next several years. The
Corporation has entered into an agreement to convey its interests in McCoy/Cove
to Newmont Mining Corporation ("Newmont"). See "Recent Developments" in this
Schedule "C".
PROPERTY AND OFFICE LOCATIONS
[MAP OF NORTH AMERICA]
PROPERTIES: OFFICES:
A. Round Mountain (Nevada, United States) 1. Edmonton (Alberta)
B. McCoy/Cove (Nevada, United States) 2. Englewood (Colorado)
C. Kettle River (Washington, United
States) 3. Reno (Nevada)
D. Lupin (Nunavut, Canada)
E. Aquarius (Ontario, Canada)
C-1
The Corporation wholly owns the following material subsidiaries (with the
jurisdiction of incorporation listed in parentheses):
- Echo Bay Inc. (Delaware, United States)
- Echo Bay Finance Corporation (Delaware, United States)
- Echo Bay Exploration Inc. (Delaware, United States)
- Round Mountain Gold Corporation (Delaware, United States)
- Sunnyside Gold Corporation (Delaware, United States)
- Echo Bay Minerals Company (Delaware, United States)
- Echo Bay Resources Inc. (Delaware, United States)
- Echo Bay Management Corporation (Delaware, United States)
- Corp. Air Inc. (Alberta, Canada)
The Corporation also has a total of 16 other subsidiaries which are omitted
from the description above as they are not considered material individually or
in the aggregate.
The Corporation is governed by the Canada Business Corporations Act. Its
executive, registered and records office is located at Suite 1210, 10180 -- 101
Street, Edmonton, Alberta, Canada, T5J 3S4.
RECENT DEVELOPMENTS
COMPLETION OF FINANCING
On May 17, 2002, Echo Bay sold a total of 34,000,000 units at a price of
$0.70 per unit for aggregate gross proceeds of $23,800,000 and granted the
underwriters for the offering an over-allotment option to purchase an additional
5,100,000 units. On May 24, 2002, the underwriters exercised the full
over-allotment option for further gross proceeds to Echo Bay of $3,570,000. Each
unit consists 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. Each
warrant entitles the holder to purchase one common share of Echo Bay at a price
of $0.90 at any time prior to November 14, 2003.
EXCHANGE OF CAPITAL SECURITIES
On April 3, 2002, the Corporation issued an aggregate of 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 new
principal holders of the Corporation's common shares and their respective share
ownership positions in the Corporation were Newmont Mining Corporation of Canada
Limited ("Newmont Canada") (48.8%) and Kinross Gold Corporation (11.4%). In
connection with the completion of the capital securities exchange, three
directors of the Corporation resigned from the board of directors. Two of the
vacancies created by these resignations were filled by executive officers of
Newmont Canada.
SALE OF MCCOY/COVE COMPLEX
Effective February 13, 2002, Echo Bay Inc., a subsidiary of Echo Bay,
entered into an agreement with Newmont providing for the conveyance to Newmont
Mining Corporation ("Newmont") of the entire McCoy/Cove complex in Nevada. The
agreement was subject to the completion of due diligence by Newmont by July 31,
2002 and called for a payment to the seller of $6 million and the assumption by
Newmont of all reclamation and closure obligations at McCoy/Cove.
On June 9, 2002, Echo Bay Exploration Inc. and Echo Bay Minerals Company,
subsidiaries of Echo Bay, entered into a new McCoy/Cove asset purchase
agreement, amended as of November 19, 2002, with Newmont USA Limited, a
subsidiary of Newmont, providing for the conveyance of the McCoy/Cove complex.
The closing of the transaction is subject to, among other conditions, the
completion of the combination. In consideration of the purchase of such assets,
Newmont USA has agreed to assume all liabilities and obligations relating to the
reclamation or remediation required for the McCoy/Cove complex. The agreement
replaces the letter agreement dated February 13, 2002 and results in no
C-2
cash payment to Echo Bay or any of its affiliates. A gain is expected on the
sale of McCoy/Cove. Pending completion of the transaction, Echo Bay will
continue to operate McCoy/Cove for its own account.
RECENT EXPLORATION ACTIVITIES
The Corporation is currently engaged in exploration activity at its Round
Mountain and Kettle River mines. At Round Mountain, there are several
underground targets in proximity to and accessible from the bottom of the open
pit. In addition, the Corporation and its Round Mountain joint venture partner
have committed to a drilling program, along with related field and analytical
work, at Gold Hill, an exploration project owned by the joint venture and
located four miles north of the existing Round Mountain pit. Gold Hill has
displayed Round Mountain style mineralization over a presently known area that
measures approximately 2,000 by 4,000 feet.
At the Corporation's wholly-owned Kettle River operation, the Corporation
is evaluating exploration in an area named Emanuel Creek, located adjacent to
the existing production area. The Corporation is evaluating how to best pursue
this target and additional exploration work is planned.
Exploration activity at these targets is preliminary in nature.
Accordingly, there can be no assurance that a mineral resource or mineral
reserve will be identified at either Gold Hill or Emanuel Creek.
AMERICAN STOCK EXCHANGE LISTING
Early in 2000, the American Stock Exchange had advised Echo Bay that its
listing eligibility was under review because Echo Bay had fallen below two of
the exchange's listing guidelines. On May 28, 2002, the Corporation received
notification from the American Stock Exchange that Echo Bay was in compliance
with the American Stock Exchange continued listing guidelines.
DESCRIPTION OF BUSINESS AND PROPERTIES
Echo Bay mines, processes and explores for gold. Echo Bay also produced
silver at its McCoy/Cove mine in Nevada. Echo Bay has three operating mines:
Round Mountain in Nevada, United States; Kettle River in Washington, United
States; and Lupin in Nunavut Territory, Canada. Echo Bay operated a fourth mine,
McCoy/Cove in Nevada, United States, until March 31, 2002, at which date mining
and processing activities were completed.
OWNERSHIP %
-----------
MINES:
Round Mountain(1)........................................... 50
Lupin....................................................... 100
Kettle River(2)............................................. 100
DEVELOPMENT PROPERTY:
Aquarius.................................................... 100
---------------
(1) 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.
(2) 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.
In 2001, Echo Bay produced a total of 657,784 ounces of gold and 6,451,425
ounces of silver at an average cash operating cost of $223 per ounce. Echo Bay
reports per ounce production cost data in accordance with The Gold Institute
Production Cost Standard (the "Standard"). The Gold Institute is an association
of suppliers of gold and gold products and includes leading North American gold
producers. Adoption of the Standard is voluntary, and the data presented may not
be comparable to data presented by other gold producers. Production costs per
ounce are derived from amounts included in the audited statements of operations
and include mine site operating costs such as mining, processing,
administration, transportation, royalties, production taxes, depreciation,
amortization and reclamation costs, but exclude financing, capital, development
and exploration costs. These costs are then divided by gold ounces produced to
arrive at the total production costs per ounce. The measures are furnished to
provide additional information and should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with generally
accepted accounting principles. Throughout this Schedule, all references to per
ounce production cost data, or cash operating costs in this section, will be in
accordance with the Standard.
C-3
In 2001, Echo Bay reported a net loss of $5.7 million on revenues of $237.7
million. At December 31, 2001, Echo Bay had 3.8 million ounces of gold reserves
and 1.1 million ounces of silver reserves.
OPERATIONS SUMMARY
2001 2000 1999
--------- ---------- ---------
GOLD AND SILVER PRODUCTION
GOLD PRODUCTION (OUNCES)
Round Mountain (50)%(1)..................................... 373,475 320,064 270,904
Lupin....................................................... 139,327 117,729 --
McCoy/Cove.................................................. 94,633 162,784 124,536
Kettle River................................................ 50,349 94,086 104,396
--------- ---------- ---------
Total gold.................................................. 657,784 694,663 499,836
========= ========== =========
Percentage increase (decrease) from prior year.............. (5.3)% 39.0% (6.8)%
SILVER PRODUCTION (OUNCES)
Total silver-all from McCoy/Cove............................ 6,451,425 12,328,297 8,430,072
========= ========== =========
Percentage increase (decrease) from prior year.............. (47.7)% 46.2% (10.4)%
---------------
(1) Echo Bay's 50% share.
REVENUE
YEAR ENDED DECEMBER 31,
---------------------------------------
2001 2000 1999
---------- ----------- ----------
REVENUE DATA
GOLD
Ounces sold............................................... 667,015 676,439 486,592
Average price realized per ounce -- revenue basis......... $ 305 $ 319 $ 325
Average price realized per ounce -- cash basis(1)......... $ 281 $ 294 $ 335
Average market price per ounce............................ $ 271 $ 279 $ 279
Revenue (millions of U.S. dollars)........................ $ 203.6 $ 215.8 $ 158.2
Percentage of total revenue............................... 86% 77% 75%
SILVER
Ounces sold............................................... $7,241,147 $12,347,779 $9,173,012
Average price realized per ounce -- revenue basis......... $ 4.70 $ 5.28 $ 5.69
Average price realized per ounce -- cash basis(1)......... $ 4.77 $ 5.21 $ 5.22
Average market price per ounce............................ $ 4.39 $ 5.00 $ 5.25
Revenue (millions of U.S. dollars)........................ $ 34.1 $ 65.2 $ 52.2
Percentage of total revenue............................... 14% 23% 25%
---------- ----------- ----------
Total revenue (millions of U.S. dollars).................. $ 237.7 $ 281.0 $ 210.4
========== =========== ==========
---------------
(1) Excludes non-cash items affecting gold and silver revenues, such as the
recognition of deferred income or deferral of revenue to future periods for
hedge accounting purposes.
The effects of changes in sales volume and prices were:
YEAR ENDED DECEMBER 31,
-------------------------------
2001 2000 1999
-------- ------- --------
(thousands of U.S. dollars)
REVENUE VARIANCES
Increase (decrease) in volume............................... $(29,968) $79,770 $(16,438)
Lower gold prices........................................... (9,154) (4,084) (3,649)
Lower silver prices......................................... (4,170) (5,061) (1,743)
-------- ------- --------
Increase/(decrease) in total revenue from the previous
year...................................................... $(43,292) $70,625 $(21,830)
======== ======= ========
C-4
The decrease in gold revenue from 2000 to 2001 was primarily due to lower
realized gold prices. The decrease in silver revenues from 2000 to 2001 was due
to lower grades and decreased production at McCoy/Cove.
The increase in gold revenue from 1999 to 2000 was primarily due to the
recommissioning of Lupin operations, increased mill grades and recoveries at
McCoy/Cove and higher leach pad tons at Round Mountain. The increase in silver
revenues from 1999 to 2000 was due to higher grades and increased production at
McCoy/Cove.
CALCULATION OF CASH OPERATING COSTS AND TOTAL PRODUCTION COSTS
Cash operating costs and total production costs 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.
PRODUCTION COSTS
2001 2000 1999
---- ------ ----
PRODUCTION COSTS PER OUNCE OF GOLD PRODUCED
Direct mining expense....................................... $214 $ 192 $237
Deferred stripping and mine development costs............. 11 3 (23)
Inventory movements and other............................. (2) (2) 1
---- ------ ----
Cash operating costs........................................ 223 193 215
Royalties................................................. 10 9 11
Production taxes.......................................... -- 2 --
---- ------ ----
Total cash costs............................................ 233 204 226
Depreciation.............................................. 41 35 58
Amortization.............................................. 14 20 20
Reclamation and mine closure.............................. 8 12 11
---- ------ ----
Total production costs...................................... $296 $ 271 $315
==== ====== ====
Percentage increase (decrease) from prior year.............. 9.2% (14.0)% (0.6)%
CASH OPERATING COSTS PER OUNCE OF GOLD PRODUCED
Round Mountain.............................................. $190 $ 195 $200
Lupin....................................................... 246 213 --
McCoy/Cove.................................................. 252 179 221
Kettle River................................................ 288 218 238
---- ------ ----
Company consolidated weighted average....................... $223 $ 193 $215
==== ====== ====
Percentage increase (decrease) from prior year.............. 15.5% (10.2)% 3.4%
In 2001, the average cash operating cost per ounce was $223 compared with
$193 in 2000 and $215 in 1999. Cash operating costs per ounce were higher in
2001 compared to 2000, reflecting lower production at McCoy/Cove and Kettle
River. Cash operating costs per ounce were lower in 2000 compared to 1999,
reflecting increased grades and higher production at McCoy/Cove. Echo Bay's
consolidated cash operating cost target is $225 per ounce of gold produced in
2002.
The above non-GAAP measures have been calculated on a consistent basis in
each period.
For reasons of comparability, cash operating costs and total production
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.
Cash operating costs and total production costs are calculated in
accordance with the "Gold Institute Production Cost Standard". Cash operating
costs and total production costs may not be comparable to similarly titled
measures of other companies.
Cash operating costs and total production costs are used by management to
assess profitability and cash flow of individual operations as well as to
compare to other precious metal producers.
C-5
Operating costs include mining and processing costs for gold and silver
sold during the year. The most significant of these costs are labor, consumable
materials, repairs of machinery and equipment, fuel, utilities and environmental
compliance. The cost of transporting personnel and freight to the Lupin mine is
also a significant cost for that operation.
The reconciliation of cash operating costs per ounce to the financial
statements for the last three years is provided below.
RECONCILIATION OF CASH OPERATING
COSTS PER OUNCE TO FINANCIAL STATEMENTS
thousands of U.S. dollars, except per ounce amounts
2001 2000 1999
---------- ----------- ----------
Round Mountain
Operating costs per financial statements................ $ 72,049 $ 60,501 $ 53,055
Change in finished goods inventory...................... (1,165) 2,062 1,193
---------- ----------- ----------
Cash operating costs.................................... $ 70,884 $ 62,563 $ 54,248
========== =========== ==========
Gold ounces produced.................................... 373,475 320,064 270,904
---------- ----------- ----------
Cash operating costs per ounce.......................... $ 190 $ 195 $ 200
========== =========== ==========
Lupin
Operating costs per financial statements................ $ 34,721 $ 22,883 $ --
Change in finished goods inventory...................... (469) 2,211 --
---------- ----------- ----------
Cash operating costs.................................... $ 34,252 $ 25,094 $ --
========== =========== ==========
Gold ounces produced.................................... 139,327 117,729 --
---------- ----------- ----------
Cash operating costs per ounce.......................... $ 246 $ 213 $ --
========== =========== ==========
McCoy/Cove
Operating costs per financial statements................ $ 53,016 $ 69,920 $ 63,429
Change in finished goods inventory...................... (2,797) (1,180) (1,122)
---------- ----------- ----------
Cash operating costs.................................... $ 50,219 $ 68,740 $ 62,307
========== =========== ==========
Gold ounces produced.................................... 94,633 162,784 124,536
Silver ounces produced.................................. 6,451,425 12,328,297 8,430,072
Average gold-to-silver price ratio...................... 61.7 55.7 53.6
---------- ----------- ----------
Cash operating costs per ounce.......................... $ 252 $ 179 $ 221
========== =========== ==========
Kettle River
Operating costs per financial statements................ $ 15,555 $ 20,131 $ 23,332
Change in finished goods inventory...................... (1,031) 333 1,551
---------- ----------- ----------
Cash operating costs.................................... $ 14,524 $ 20,464 $ 24,883
========== =========== ==========
Gold ounces produced.................................... 50,349 94,086 104,396
---------- ----------- ----------
Cash operating costs per ounce.......................... $ 288 $ 218 $ 238
========== =========== ==========
Consolidated
Operating costs per financial statements................ $ 175,341 $ 173,435 $ 139,816
Change in finished goods inventory...................... (5,462) 3,426 1,622
---------- ----------- ----------
Cash operating costs.................................... $ 169,879 $ 176,861 $ 141,438
========== =========== ==========
Gold ounces produced.................................... 657,784 694,663 499,836
Silver ounces produced.................................. 6,451,425 12,328,297 8,430,072
Average gold-to-silver price ratio...................... 61.7 55.7 53.6
---------- ----------- ----------
Cash operating costs per ounce.......................... $ 223 $ 193 $ 215
========== =========== ==========
C-6
RESERVES
The data referred to herein, in respect of mineral reserves and mineral
resources, have been verified by Ralph Bullis, Director of Exploration. Mr.
Bullis, a full-time employee of Echo Bay, is a "qualified person" within the
meaning of applicable Canadian securities regulatory standards. He has verified
the data disclosed herein, including any relevant sampling, analytical and test
data. Reserves reported for development properties are reviewed by independent
third parties in conjunction with feasibility studies. The following table
presents mineral reserves by property. A description of each mine follows the
"Mineral Reserves" and "Mineral Resources" section. See "Risk Factors" in this
Schedule "C" for a discussion of items that could affect Echo Bay's reserve
estimates.
An "Ore Reserve" or "Mineral Reserve" is the economically mineable part of
a measured or indicated 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 ore
reserve or mineral reserve gives effect to diluting materials and allowances for
losses that may occur when the material is mined but does not reflect any
subsequent losses in leaching or milling. Mineral reserves are further divided
into proven and probable mineral reserves.
A "Proven Mineral Reserve" comprises the economically mineable part of a
measured mineral resource where there is the highest degree of confidence in the
estimate. It is restricted to that part of the deposit where production planning
is taking place and for which any variation in the estimate would not
significantly affect potential economic viability.
A "Probable Mineral Reserve" is the economically mineable part of an
indicated, and in some cases a measured mineral resource where there is a lesser
degree of confidence in the estimate. The underlying preliminary feasibility
study must address whether economic extraction can be justified.
MINERAL RESERVES(1)
(thousands, except average grades)
(proven and probable at December 31)
2001 2000 1999
AVERAGE CONTAINED CONTAINED CONTAINED
TONS GRADE(2) OUNCES OUNCES OUNCES
------- -------- --------- --------- ---------
GOLD
MINES:
Round Mountain(3)(50%)....................... 118,490 0.019 2,244 2,609 2,938
Lupin........................................ 1,367 0.256 350 434 518
McCoy/Cove................................... 430 0.031 13 161 514
Kettle River................................. 129 0.194 25 70 162
----- ------ ------
2,632 3,274 4,132
DEVELOPMENT PROPERTIES:
Aquarius..................................... 17,527 0.068 1,189 1,189 1,164
----- ------ ------
Total gold................................... 3,821 4,463 5,296
===== ====== ======
SILVER
McCoy/Cove................................... 430 2.624 1,128 10,899 28,243
----- ------ ------
Total silver................................. 1,128 10,899 28,243
===== ====== ======
---------------
(1) Drill spacing used to determine reserves varies by ore type and are as
follows by property: Round Mountain -- 50 to 100 feet for proven reserves,
100 to 200 feet for probable reserves; McCoy/Cove -- 40 to 100 feet for
proven reserves, 110 to 230 feet for probable reserves; Lupin -- 15 feet
laterally and 65 feet vertically for proven reserves, 75 feet for probable
reserves; Kettle River -- 75 feet for proven and probable reserves; Aquarius
-- 82 feet for proven and probable reserves.
(2) Ounces per ton.
(3) Echo Bay's 50% share of tons and contained ounces.
Echo Bay reports extractable (mineable) mineral reserves. Reserves do not
reflect recovery losses in the milling or heap leaching processes, but do
include allowance for dilution of ore in the mining process.
C-7
Mineral reserves were estimated based on a gold price of $300 per ounce at
December 31, 2001 ($300 per ounce at December 31, 2000 and $325 per ounce at
December 31, 1999) and a silver price of $4.25 per ounce at December 31, 2001
($5.00 per ounce at December 31, 2000 and $5.50 per ounce at December 31, 1999).
For more than four years, the market price for gold has traded, on average,
below the level used in estimating reserves at December 31, 2001. If the market
price for gold were to continue at such levels and Echo Bay determined that its
reserves should be estimated at a significantly lower gold price than that used
at December 31, 2001, there would be a reduction in the amount of gold reserves.
Echo Bay estimates that if reserves at December 31, 2001 were based on $275 per
ounce of gold, reserves would decrease by approximately 13% at Round Mountain,
5% at Kettle River and 2% at the Aquarius development property. There would be
no impact on reserves at Lupin and McCoy/Cove. The estimates are based on
extrapolation of information developed in the reserve calculation, but without
the same degree of analysis required for reserve estimation. Should any
significant reductions in reserves occur, material write-downs of Echo Bay's
investment in mining properties and/or increased amortization, reclamation and
closure charges may be required.
CHANGE IN PROVEN AND PROBABLE MINERAL RESERVES
The reconciliation of the change in Echo Bay's share of proven and probable
reserves from December 31, 2000 to December 31, 2001 is as follows.
GOLD SILVER
---- ------
(millions of
ounces)
Proven and probable reserves at December 31, 2000........... 4.5 10.9
Production(1)............................................. (0.8) (9.8)
Extensions, discoveries and adjustments Round Mountain.... 0.1 --
---- ----
Proven and probable reserves at December 31, 2001........... 3.8 1.1
==== ====
---------------
(1) Production represents previously modeled, in-situ ounces mined during 2001;
this amount does not reflect recovery losses from heap leaching and milling.
For further information on mineral reserves for specific mines, see the
mines' descriptions below.
MEASURED AND INDICATED RESOURCES
The term "Mineral Resource" covers mineralization and natural material of
intrinsic economic interest which has been identified and estimated through
exploration and sampling. Within this mineralization, mineral reserves may
subsequently be defined by the consideration and application of technical,
economic, legal, environmental, socio-economic and governmental factors. To
qualify as a mineral resource the material must have reasonable prospects for
economic extraction, having regard to relevant technical and economic factors.
Mineral resources are sub-divided, in decreasing order of geological confidence,
into measured, indicated and inferred categories.
A "Measured Mineral Resource" is one for which quantity, grade or quality,
densities, shape and 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.
An "Indicated Mineral Resource" is one where the nature, quality, quantity
and distribution of data are such as to allow confident interpretation of the
geological framework and reasonably to assume continuity of mineralization. The
indicated mineral resource estimate is intended to be of sufficient quality to
support a preliminary feasibility study which can serve as the basis for
development and production planning decisions.
CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MEASURED AND INDICATED
RESOURCES
This section uses the terms "measured" and "indicated" resources. We advise
U.S. investors that while those terms are recognized and required by Canadian
regulations, the U.S. Securities and Exchange Commission does not recognize
them. U.S. INVESTORS ARE CAUTIONED NOT TO ASSUME THAT ALL OR ANY PART OF MINERAL
DEPOSITS IN THESE CATEGORIES WILL EVER BE CONVERTED INTO RESERVES.
C-8
The following table presents measured and indicated resources by property.
Measured and indicated resources for producing mines and development properties
are generally estimated by Echo Bay.
MEASURED AND INDICATED RESOURCES(1)(2)
(thousands, except average grades) (at December 31)
2001 2000 1999
------------------ ----------------- -------------------
AVERAGE AVERAGE AVERAGE
TONS GRADE(3) TONS GRADE(3) TONS GRADE(3)
----- -------- ----- -------- ------ --------
GOLD
Round Mountain (50%)(4)................ 3,914 0.024 9,353 0.022 15,682 0.020
Lupin.................................. 3 0.215 76 0.263 69 0.275
Kettle River........................... 94 0.191 418 0.189 17 0.235
McCoy/Cove............................. -- -- -- -- 100 0.350
SILVER
McCoy/Cove............................. -- -- -- -- 100 2.000
---------------
(1) Measured and indicated resources have not been included in the proven and
probable ore reserve estimates because even though enough drilling,
trenching, and/or underground work indicate a sufficient amount and grade to
warrant further exploration or development expenditures, these resources do
not qualify under the U.S. Securities and Exchange Commission standards as
commercially mineable ore bodies until further drilling, metallurgical work,
and other economic and technical feasibility factors based upon such work
are resolved.
(2) Quantities of measured and indicated resources are roughly equivalent to the
commonly used term "mineralized materials."
(3) Ounces per ton.
(4) Echo Bay's 50% share.
INFERRED RESOURCES
An "Inferred Mineral Resource" is 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,
geological and grade continuity. The information 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 a result of continued exploration.
CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF INFERRED RESOURCES
This section uses the term "inferred resources." We advise U.S. investors
that while this term is recognized and required by Canadian regulations, the
U.S. Securities and Exchange Commission does not recognize it. "Inferred
Resources" have a great amount of uncertainty as to their existence, and great
uncertainty as to their economic and legal feasibility. It cannot be assumed
that all or any part of an inferred resource will ever be upgraded to a higher
category. Under Canadian rules, estimates of inferred resources may not form the
basis of feasibility or other economic studies. U.S. INVESTORS ARE CAUTIONED NOT
TO ASSUME THAT ALL OR ANY PART OF AN INFERRED RESOURCE EXISTS, OR IS
ECONOMICALLY OR LEGALLY MINEABLE.
C-9
The following table presents inferred resources by property. Inferred
resources for producing mines and development properties are generally estimated
by Echo Bay.
INFERRED RESOURCES(1)
(thousands, except average grades) (at December 31)
2001 2000 1999
------------------- ------------------- -------------------
AVERAGE AVERAGE AVERAGE
TONS GRADE(2) TONS GRADE(2) TONS GRADE(2)
------ -------- ------ -------- ------ --------
GOLD
MINES:
Round Mountain (50%)(3)............. 29,999 0.014 45,267 0.014 47,440 0.015
Lupin............................... 369 0.314 611 0.326 739 0.337
Kettle River........................ 11 0.182 96 0.177 -- --
DEVELOPMENT PROPERTIES(4):
Aquarius............................ 724 0.066 724 0.066 575 0.078
Ulu................................. 1,279 0.326 1,279 0.326 1,509 0.374
---------------
(1) Inferred resources have not been included in the proven and probable ore
reserve estimates because even though enough drilling, trenching, and/or
underground work indicate a sufficient amount and grade to warrant further
exploration or development expenditures, these resources do not qualify
under the U.S. Securities and Exchange Commission standards as commercially
mineable ore bodies until further drilling, metallurgical work, and other
economic and technical feasibility factors based upon such work are
resolved.
(2) Ounces per ton.
(3) Echo Bay's 50% share.
(4) Echo Bay's construction and production decisions at its development
properties depend on the issuance of appropriate permits and the ability of
Echo Bay to obtain required financing. See "Aquarius Development Project" in
this Schedule "C".
ROUND MOUNTAIN
Echo Bay 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. 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. Echo Bay has received patents to convert
mineable land to patented status. Patented claims cover all of the current
reserves in the ultimate pit.
The following table sets forth operating data for the Round Mountain
operation from 1997 through 2001. Echo Bay's share of production is 50% of the
ounces shown and Echo Bay is obligated to pay 50% of all operating, capital and
other related costs.
2001 2000 1999 1998 1997
-------- -------- -------- -------- --------
Gold produced (ounces) (100%):
Heap leached -- reusable pad....... 219,704 141,176 140,988 182,378 268,518
Heap leached -- dedicated pad...... 369,750 352,132 215,825 221,396 195,558
Milled............................. 156,854 139,870 157,901 97,686 6,410
Other(1)........................... 642 6,950 27,094 9,044 7,194
-------- -------- -------- -------- --------
Total.............................. 746,950 640,128 541,808 510,504 477,680
Mining cost/ton of ore and waste..... $ 0.83 $ 0.83 $ 0.73 $ 0.66 $ 0.65
Heap leaching cost/ton of ore........ $ 0.82 $ 0.68 $ 0.68 $ 0.74 $ 0.61
Milling cost/ton of ore.............. $ 3.07 $ 2.80 $ 2.92 $ 3.36 $ 4.38
Production cost/ounce of gold
produced
Direct mining expense.............. $ 178 $ 200 $ 221 $ 209 $ 208
Deferred stripping cost............ 14 (1) (19) (7) 2
Inventory movements and other...... (2) (4) (2) (4) (3)
-------- -------- -------- -------- --------
Cash operating cost............. 190 195 200 198 207
C-10
2001 2000 1999 1998 1997
-------- -------- -------- -------- --------
Royalties paid.................. 18 17 19 20 22
Production taxes................ 2 1 -- 3 4
-------- -------- -------- -------- --------
Total cash cost............... 210 213 219 221 233
Depreciation.................... 40 43 48 46 39
Amortization.................... 15 18 18 18 18
Reclamation and mine closure.... 9 9 9 7 7
-------- -------- -------- -------- --------
Total production costs........ $ 274 $ 283 $ 294 $ 292 $ 297
-------- -------- -------- -------- --------
Capital expenditures
(millions)(2)................... $ 15.0 $ 4.6 $ 7.7 $ 12.6 $ 30.7
Deferred (applied) mining
expenditures (millions)(2)...... $ (5.3) $ 0.4 $ 5.1 $ 1.7 $ (0.4)
Heap leached-reusable pad:
Ore processed (tons/day)........ 23,601 24,335 15,602 18,953 26,608
Total ore processed (000
tons)......................... 8,520 8,785 5,741 6,842 9,552
Grade (ounce/ton)............... 0.035 0.028 0.034 0.036 0.036
Recovery rate (%)............... 77.4 61.6 73.4 70.6 74.9
Heap leached-dedicated pad:
Ore processed (tons/day)
(100%)........................ 128,637 141,047 120,020 101,892 107,716
Total ore processed (000 tons)
(100%)........................ 46,438 50,918 44,167 36,783 38,670
Grade (ounce/ton)............... 0.011 0.011 0.011 0.010 0.010
Recovery rate (%)............... (3) (3) (3) (3) (3)
Milled:(4)
Ore processed (tons/day)
(100%)........................ 10,171 9,304 8,083 7,993 n.m.(5)
Total ore processed (000 tons)
(100%)........................ 3,702 3,387 2,999 2,885 274
Gold grade (ounce/ton).......... 0.050 0.045 0.067 0.045 0.041
Gold recovery rate (%).......... 83.7 83.1 87.0 77.9 60.0
---------------
(1) A high-grade occurrence was discovered in April 1992. A small gravity plant
was constructed to recover these ounces.
(2) Echo Bay's 50% share.
(3) 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%.
(4) Construction of a mill to treat higher-grade non-oxidized ore was completed
in the fourth quarter of 1997.
(5) "n.m." means not meaningful.
Cash operating costs and total production costs are non-GAAP measures. For
further information on these non-GAAP measures, please refer to the disclosure
under the heading "Calculation of Cash Operating Costs and Total Production
Costs" on page C-5.
C-11
GEOLOGY AND MINERAL RESERVES
Gold mineralization at Round Mountain primarily occurs as electrum, a
natural gold/silver alloy, in association with quartz, adularia and pyrite. 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. Round
Mountain mineral reserves(1)(2) at December 31, 2001 were as follows:
AVERAGE GRADE GOLD
TONNAGE OF GOLD CONTENT(3)
------------------- ---------------- --------------
(000's short tons) (ounces per ton) (000's ounces)
Round Mountain pit.................................. 141,057 0.022 3,132
Offloads and heap leach stockpiles(4)............... 89,368 0.010 931
Mill stockpiles..................................... 6,554 0.065 425
------- -----
Total Proven and Probable-2001...................... 236,979 0.019 4,488
======= =====
Proven.............................................. 175,967 0.018 3,173
Probable............................................ 61,012 0.022 1,315
------- -----
Total Proven and Probable-2001...................... 236,979 0.019 4,488
======= =====
Total Proven and Probable-2000...................... 273,206 0.019 5,218
======= =====
---------------
(1) Echo Bay's share is 50% of the reserves presented.
(2) See "Reserves" in this Schedule "C" for a discussion of the estimation of
proven and probable mineral reserves.
(3) Reserves include allowances for dilution in mining but do not reflect losses
in the leaching process. The average leach recovery rate for the reusable
pad in 2001 was 77.4%. The eventual average recovery rate for the dedicated
pad is estimated to be approximately 50%. The mill recovery rate was 83.7%
in 2001.
(4) The offloads consist of approximately 42 million tons of previously crushed,
leached and rinsed ore. The heap leach stockpiles consist of approximately
47 million tons of previously unprocessed ore. Sampling and metallurgical
testing conducted in 1994 and 1995 confirmed that this material could be
profitably processed on the dedicated leach pads.
The cut-off grades are 0.006 ounce of gold per ton for oxides and 0.010
ounce per ton for non-oxides. The prospective waste to ore ratio of pit ore is
0.68:1.
MINING AND PROCESSING
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 23,601 tons of ore per day in 2001, compared to
24,335 tons per day in 2000. Reusable pad volume varies with ore release, which
is determined by the phases of the pit being mined. Reusable pad production
increased in 2001 to 219,704 ounces from 141,176 ounces in 2000 due to the
processing of higher grade ores and higher recoveries.
The dedicated pad processed 128,637 tons of ore per day in 2001, compared
to 141,047 tons per day in 2000. Production in 2001 from the dedicated pad was
369,750 ounces, compared to 352,132 ounces in 2000, due to higher recoveries.
The mill processed 10,171 tons per day in 2001 producing 156,854 ounces,
compared to 9,304 tons per day in 2000 producing 139,870 ounces. The mill
facility achieved a recovery rate of 83.7% from both higher-grade oxide and
non-oxidized ores during 2001 by employing gravity concentration, fine grinding
and cyanide leaching.
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.
Ore and waste rock were mined at a rate of approximately 194,579 tons per
day in 2001 compared to 193,837 tons per day in 2000.
C-12
In 2001, Round Mountain purchased a new fleet of eight 240-ton haul trucks
at a total cost of $18.0 million (Echo Bay's share, $9.0 million). In 2002,
Round Mountain plans to purchase four additional 240-ton haul trucks at a total
cost of approximately $9.0 million (Echo Bay's share, $4.5 million).
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. In
2001, the operation conducted an exploration program to explore for geologic
environments similar to the Round Mountain deposit.
In 2002, Round Mountain is expected to produce approximately 700,000 ounces
(Echo Bay's share, 350,000 ounces), 6% less than 2001's production of 746,950
ounces (Echo Bay's share, 373,475 ounces) reflecting anticipated lower dedicated
pad recovery from previously leached stockpiled material. See "Risk Factors" in
this Schedule "C".
LUPIN
The Lupin mine is an underground operation located 250 miles northeast of
Yellowknife in the Nunavut Territory of Canada, 56 miles south of the Arctic
Circle.
The Lupin mining lease covers 6,998 acres. The principal lease was renewed
for 21 years in 1992 and, provided Echo Bay has complied with its terms, is
renewable for further 21 year periods subject to any applicable regulations then
in effect. The lease was granted by the Department of Indian Affairs and
Northern Development on behalf of the Crown and is subject to the provisions of
the Territorial Lands Act (Canada) and the Canada Mining Regulations. The lease
is in good standing. For a discussion regarding Inuit ownership interests see
"-- Other -- Governmental and Environmental Regulation" in this Schedule "C".
Based on current reserves of 350,000 ounces and other resources of 0.4
million tons at an average grade of 0.314 ounces of gold per ton, the mine plan
projects production through 2004. Drilling indicates additional mineralization
at depth, which if confirmed by additional drilling, could extend the mine life
for several more years. The Ulu satellite deposit, located approximately 100
miles north of Lupin, represents the potential for additional mill feed for the
site.
C-13
The following table sets forth operating data for the Lupin mine from 1997
through 2001:
2001 2000 1999(1) 1998(1) 1997
------------- ------------- ------- ------- -------------
Gold produced (ounces)......... 139,327 117,729 -- -- 165,335
Mining cost/ton of ore......... Cdn.$ 47.35 Cdn.$ 42.36 -- -- Cdn.$ 46.09
Milling cost/ton of ore........ Cdn.$ 13.43 Cdn.$ 13.98 -- -- Cdn.$ 11.77
Production cost/ounce of gold
produced:
Canadian dollars:
Direct mining expense..... Cdn.$ 420 Cdn.$ 344 -- -- Cdn.$ 381
Deferred mine
development............. (16) (6) -- -- 13
Inventory movements and
other................... -- -- -- -- (1)
------------- ------------- ----- ----- -------------
Cash operating cost..... Cdn.$ 404 Cdn.$ 338 -- -- Cdn.$ 393
------------- ------------- ----- ----- -------------
U.S. dollars:
Cash operating cost....... US$ 246 US$ 213 -- -- US$ 284
Royalties................. -- -- -- -- --
Production taxes.......... -- -- -- -- --
------------- ------------- ----- ----- -------------
Total cash cost......... 246 213 -- -- 284
Depreciation.............. 30 27 -- -- 71
Amortization.............. 7 8 -- -- 24
Reclamation and mine
closure................. 14 17 -- -- 14
------------- ------------- ----- ----- -------------
Total production cost..... US$ 297 US$ 265 -- -- US$ 393
------------- ------------- ----- ----- -------------
Capital expenditures (millions
US$)......................... $ 2.6 $ 4.7 -- -- $ 12.3
Deferred (applied) mining
expenditures (millions
US$)......................... $ 1.5 $ 0.4 -- -- $ (1.8)
Milled:
Ore processed (tons/day)..... 1,883 1,861 -- -- 2,167
Total ore processed (000
tons)..................... 685 508 -- -- 789
Grade (ounce/ton)............ 0.218 0.248 -- -- 0.226
Recovery rate (%)............ 93.2 93.3 -- -- 92.6
---------------
(1) The Lupin mine was under care and maintenance in 1999 and 1998 and
recommenced production in April 2000.
Cash operating costs and total production costs are non-GAAP measures. For
further information on these non-GAAP measures, please refer to the disclosure
under the heading "Calculation of Cash Operating Costs and Total Production
Costs" on page C-5.
GEOLOGY AND MINERAL RESERVES
Gold at the Lupin deposit occurs in a Z-shaped isoclinally folded iron
formation of Archean age. Gold is associated with pyrrhotite, arsenopyrite and
quartz. Lupin mineral reserves(1) at December 31, 2001 were as follows:
AVERAGE GRADE
TONNAGE OF GOLD GOLD CONTENT(2)
------------------- ---------------- ---------------
(000's short tons) (ounces per ton) (000's ounces)
Center Zone....................................... 493 0.278 137
East Zone......................................... 128 0.226 27
West Zone......................................... 590 0.251 148
McPherson Zone.................................... 156 0.263 38
----- ---
Total Proven and Probable-2001.................... 1,367 0.256 350
===== ===
Proven............................................ 949 0.254 241
Probable.......................................... 418 0.259 109
----- ---
Total Proven and Probable-2001.................... 1,367 0.256 350
===== ===
Total Proven and Probable-2000.................... 1,678 0.259 434
===== ===
---------------
(1) See "Reserves" in this Schedule "C" for a discussion of the estimation of
proven and probable mineral reserves.
(2) Reserves do not reflect losses in the milling process but do include
allowance for dilution of ore in the mining process. The mining recovery
factor was estimated at 85%. The average mill recovery rate in 2001 was
93.2%.
C-14
The cut-off grade used in the reserve calculation is 0.204 ounce of gold
per ton except for portions of the East Zone where a cut-off grade of 0.150
ounce of gold per ton was used. The lower grade East Zone represents 6% of total
reserves at Lupin.
MINING AND PROCESSING
Access to the Lupin underground mine, removal of ore and waste, and
movement of personnel within the mine is by a shaft developed to a depth of
3,970 feet and by a ramp driven to a depth of 4,510 feet. The first phase of the
winze (internal shaft) has been developed between the 3,450 foot level and the
4,400 foot level, allowing removal of ore and waste from deeper within the mine.
However, additional ground support is required and longer truck haulage
distances are a factor as the depth increases. As a result, mining in the deeper
levels of the mine is slower and more expensive.
The mill processed 1,883 tons per day in 2001 compared to 1,861 tons per
day in 2000. Production increased due to a full year of production in 2001
compared to nine months of production in 2000, partially offset by the mining
and milling of lower grade ore.
In 2002, Lupin is expected to produce 140,000 ounces, approximately the
same amount as in 2001. See "Risk Factors" in this Schedule "C".
SUPPLIES, UTILITIES AND TRANSPORTATION
The Lupin mill facilities and mine are in a remote location in the
sub-Arctic region of Canada. Echo Bay must, therefore, prepare for and respond
to difficult weather and other conditions. At the mine, Echo Bay maintains
supplies of spare parts and other materials, including fuel, in excess of that
required at less remote locations.
The principal supplies needed for the operation of the Lupin mine are
diesel fuel, chemical reagents (including lime, cyanide and zinc), cement,
grinding media, drill steel, equipment parts, lubricants, food and explosives.
The largest single item is diesel fuel, which is used principally to generate
power. A diesel-powered generating plant provides power for all the Lupin
facilities. The powerhouse has a primary installed capacity of approximately
18,000 kilowatts, which is supplemented by additional standby generators having
a combined capacity of 1,500 kilowatts. Heating for the Lupin facilities is
obtained by using waste heat from these generators augmented by oil-fired
boilers.
All equipment, materials and supplies must be transported to the mine from
Edmonton or Yellowknife. Personnel are transported from these locations and from
Kugluktuk and Cambridge Bay in the Nunavut Territory. In 2001, the cost of
transporting personnel, equipment, material and supplies to Lupin was
approximately $5.2 million. Each year since 1983, Echo Bay has completed a
360-mile ice road commencing 40 miles northeast of Yellowknife and ending at the
Lupin mine. This is the most economical way of transporting bulk items,
including fuel, to the mine. Winter road operating costs are shared with other
users. The winter road is usable for approximately 12 weeks each year beginning
in mid-January, during which time tractor-trailers can transport all of Echo
Bay's annual requirements for diesel fuel, chemical reagents and other supplies.
There are on-site facilities for the storage of approximately 5.4 million U.S.
gallons of diesel fuel, which is in excess of the mine's annual requirements.
In order to operate the winter road, Echo Bay is required to obtain certain
licenses from the Federal and Territorial Governments. To date, Echo Bay has
experienced no significant difficulties in obtaining these licenses. The current
license of occupation expires in 2003. The process to file a new application for
a jointly held license of occupation among major road users is underway.
Surface facilities at the Lupin mine include a 6,300-foot compacted gravel
airstrip with an instrument landing and navigation system and runway lighting.
Supplies and personnel that must be brought in by air are transported
principally on Echo Bay's Boeing 727 aircraft, which carries up to 114
passengers, or up to 35,000 pounds of freight, or a combination of both
passengers and freight.
Voice and data communications with the Lupin mine are maintained via
satellite, which provides for uninterrupted communications regardless of weather
conditions.
WATER SUPPLY AND WASTE DISPOSAL
Water for mining, milling and domestic use is obtained on site by pumping
from Contwoyto Lake. Tailings from the mill are pumped into a tailings pond or
pumped underground as part of the paste-backfill. Since 1995, approximately 31%
of tailings have been placed underground as paste-backfill. Water from the
tailings pond is
C-15
processed through a water treatment plant and monitored for compliance with all
regulatory standards prior to discharge. In July of 2000, the Lupin water
license was extended for a period of 8 years through 2008.
MCCOY/COVE
On June 9, 2002, Echo Bay Exploration Inc. and Echo Bay Minerals Company,
subsidiaries of Echo Bay, entered into a new McCoy/Cove asset purchase
agreement, amended as of November 19, 2002, with Newmont USA Limited, a
subsidiary of Newmont, providing for the conveyance of the McCoy/Cove complex.
The closing of the transaction is subject to the completion of the combination.
In consideration of the purchase of such assets, Newmont USA has agreed to
assume all liabilities and obligations relating to the reclamation or
remediation required for the McCoy/Cove complex.
The McCoy mine and surrounding property is located in Lander County,
Nevada, about 30 miles southwest of the town of Battle Mountain. The Cove
deposit, located one mile northeast of the McCoy deposit, was discovered in
early 1987. Open pit mining of the Cove deposit began in early 1988 and was
completed in October 2000. Underground mining of the Cove deposit was completed
in July 2001. The Corporation completed mining and processing activities at
McCoy/Cove on March 31, 2002 and McCoy/Cove thereafter transitioned from a
producing property to a property in reclamation. McCoy/Cove produced 16,501
ounces of gold and 1.5 million ounces of silver in the first quarter of 2002.
The McCoy/Cove property consists of approximately 946 unpatented and 9
patented claims covering approximately 19,000 acres of United States federal
land administered by the Bureau of Land Management of the Department of the
Interior. See "-- Other -- Governmental and Environmental Regulation" in this
Schedule "C".
KETTLE RIVER
The Kettle River properties are located in Ferry County in the State of
Washington and cover approximately 8,588 acres through patented and unpatented
mining claims and fee lands.
In 2000, exploration efforts identified an extension to the northeast of
the K-2 project. This area was developed in 2001 and is scheduled for mining in
2002. However, additions to reserves were less than expected and Echo Bay
recorded a provision for impaired assets of $4.4 million in the fourth quarter
of 2001. The need for, and the amount of, the provision was determined by
comparing asset carrying values to estimated future net cash flows from existing
reserves.
The following table sets forth operating data for the Kettle River
operation from 1997 through 2001:
2001 2000 1999 1998 1997
------- ------- -------- -------- --------
Gold produced (ounces)................... 50,349 94,086 104,396 113,692 129,866
Mining cost/ton of ore................... $ 25.20 $ 20.52 $ 23.57 $ 21.65 $ 21.53
Milling cost/ton of ore.................. $ 12.02 $ 11.58 $ 11.22 $ 10.71 $ 10.58
Production cost/ounce of gold produced:
Direct mining expense.................. $ 229 $ 224 $ 239 $ 238 $ 231
Deferred mine development.............. -- -- -- -- --
Inventory movements and other.......... 59 (6) (1) 6 (4)
------- ------- -------- -------- --------
Cash operating cost................. 288 218 238 244 227
Royalties.............................. 10 13 15 12 14
Production taxes....................... 1 1 2 1 2
------- ------- -------- -------- --------
Total cash cost..................... 299 232 255 257 243
Depreciation........................... 19 11 55 77 54
Amortization........................... 42 8 8 5 36
Reclamation and mine closure........... 15 15 15 12 12
------- ------- -------- -------- --------
Total production cost............... $ 375 $ 266 $ 333 $ 351 $ 345
------- ------- -------- -------- --------
Capital expenditures (millions).......... $ 4.1 $ 1.4 $ 0.5 $ 1.5 $ 3.8
C-16
2001 2000 1999 1998 1997
------- ------- -------- -------- --------
Milled:
Ore processed (tons/day)............... 934 1,470 1,698 2,017 2,118
Total ore processed (000 tons)......... 340 535 630 734 771
Grade (ounce/ton)...................... 0.178 0.209 0.198 0.187 0.197
Recovery rate (%)...................... 83.0 84.1 83.7 82.8 85.4
Cash operating costs and total production costs are non-GAAP measures. For
further information on these non-GAAP measures, please refer to the disclosure
under the heading "Calculation of Cash Operating Costs and Total Production
Costs" on page C-5.
GEOLOGY AND MINERAL RESERVES
Mineral reserves at the K-2 deposit are contained in steeply dipping quartz
carbonate veins hosted by Eocene age volcanic rocks. Kettle River mineral
reserves(1) at December 31, 2001 were as follows:
AVERAGE GRADE
TONNAGE OF GOLD GOLD CONTENT(2)
------------------ ---------------- ---------------
(000's short tons) (ounces per ton) (000's ounces)
Ore stockpiles...................................... 22 0.182 4
K-2................................................. 107 0.196 21
--- ---
Total Proven and Probable-2001...................... 129 0.194 25
=== ===
Proven.............................................. 105 0.197 21
Probable............................................ 24 0.179 4
--- ---
Total Proven and Probable-2001...................... 129 0.194 25
=== ===
Total Proven and Probable-2000...................... 363 0.193 70
=== ===
---------------
(1) See "Reserves" for a discussion of the estimation of proven and probable
mineral reserves.
(2) Reserves do not reflect losses in the milling process but do include
allowance for dilution in the mining process. The average mill recovery rate
of gold in 2001 was 83.0%.
The cut-off grade is 0.143 ounces of gold per ton at K-2.
MINING AND PROCESSING
At Kettle River, a series of deposits are mined and trucked to feed a
central mill. In 2001, approximately 78% of ore milled came from K-2 and 22%
came from Lamefoot stockpiles. The mill processed approximately 934 tons of ore
per day in 2001, compared to 1,470 tons per day in 2000. Total Kettle River
production decreased in 2001 compared to 2000 due to the completion of Lamefoot
mining in 2000.
The mining method used at K-2 is longhole open stoping, with delayed
backfill. Total K-2 ore production in 2001 was 221,547 tons compared to 227,671
in 2000.
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. A portion of
production from the Lamefoot area of the Kettle River mine is subject to a 5%
net smelter return royalty.
In 2002, Kettle River is expected to produce approximately 35,000 ounces of
gold, which is 30% less than the 50,349 ounces of gold produced in 2001,
reflecting lower mill tonnage. See "Risk Factors" in this Schedule "C".
AQUARIUS DEVELOPMENT PROJECT
In 1997, Echo Bay deferred a final construction decision on its 100%-owned
Aquarius gold project, located in Macklem Township, 40 kilometers east of
Timmins, Ontario, Canada.
Based on the revised bankable feasibility study completed during 2000,
Aquarius has proven and probable reserves of 1,189,000 ounces of gold at
December 31, 2000 (17.5 million tons of ore at an average grade of 0.068 ounces
per ton). The reserves are based on a cutoff grade of 0.015 ounce per ton. The
cutoff grade was based on a price of $300 per ounce of gold.
C-17
Echo Bay expensed Aquarius holding costs of $0.8 million in 2001 and $0.7
million in 2000. At December 31, 2001, Echo Bay has a net book value of
approximately $43.7 million in acquisition and construction costs related to
Aquarius. Further delays in development and construction from continued low gold
prices could result in a write-down of all or a portion of these costs. Echo Bay
expects to expense approximately $1.1 million in development holding costs for
Aquarius in 2002.
EXPLORATION
In addition to conducting exploration for new gold deposits, Echo Bay
explores for extensions of known reserves at its mines and development
properties. Echo Bay's exploration program concentrates on those projects
believed to represent the most promising near-term prospects. In particular,
exploration efforts are focused on projects located where Echo Bay already has,
or plans an extensive gold mining infrastructure, principally those prospects in
North America.
At Round Mountain, drilling continued at the Gold Hill property located
approximately four miles north of the current mining and processing facilities.
Results were encouraging and additional drilling will continue in 2002 to
delineate the potential.
At Kettle River, drilling continued to define an extension to the northeast
of the K-2 deposit. In 2002, work will continue to further delineate and define
the resource.
SUNNYSIDE
In 1996, Sunnyside Gold Corporation ("SGC"), an indirect wholly owned
subsidiary of Echo Bay, finalized a consent decree with the State of Colorado
that set standards for the release of all reclamation and water treatment
permits and resolved future enforcement issues regarding groundwater seeps and
springs. SGC estimates that it will take at least two more years for all of the
conditions of the consent decree agreement to be fulfilled by both parties.
SGC has $3.6 million accrued at December 31, 2001 for future reclamation costs
at the Sunnyside mine. SGC's provision for future reclamation costs is reviewed
periodically and adjusted, as additional information becomes available.
OTHER
PRECIOUS METAL SALES AND HEDGING ACTIVITIES
Echo Bay's dore bars are further refined by third parties and the refined
gold and silver is sold to banks or precious metal dealers.
Echo Bay's profitability is subject to changes in gold prices, exchange
rates, interest rates and certain commodity prices. To reduce the impact of such
changes, Echo Bay attempts to lock 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.
Echo Bay continually monitors its hedging policy in light of forecasted
production, operating and capital expenditures, exploration and development
requirements and factors affecting volatility of gold prices such as actual and
prospective interest rate and gold lease rate performance. The gold-related
instruments used in these transactions include forward sales contracts and
options. These forward sales contracts obligate Echo Bay to sell gold at a
specific price on a future date. Call options give the holder the right, but not
the obligation to buy gold on a specific future date at a specific price. These
tools reduce the risk associated with gold price declines, but also could limit
Echo Bay's participation in increases of gold prices. Echo Bay 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.
Echo Bay 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. Echo Bay does not engage in the practice of trading derivative
securities for profit. Echo Bay regularly reviews its unrealized gains and
losses on hedging transactions.
The credit risk exposure related to all hedging activities is limited to
the unrealized gains on outstanding contracts based on current market prices. To
reduce counterparty credit exposure, Echo Bay deals only with large,
credit-worthy
C-18
financial institutions and limits credit exposure to each. In addition, Echo Bay
deals only in markets it considers highly liquid to allow for situations where
positions may need to be reversed.
At December 31, 2001, the estimated fair value of Echo Bay's hedge
portfolio was $1.4 million. Echo Bay's current counterparties do not require
margin deposits. Sensitivity to various market factors underlying these
contracts are shown in note 18 to the 2001 audited consolidated financial
statements of Echo Bay.
In 2001, Echo Bay delivered approximately 19% of gold production against
forward sales and put options at an average commitment price of $317 per ounce.
This compares with 37% of gold production at $313 per ounce in 2000 and 77% of
gold production at $346 per ounce in 1999. Approximately 21% of silver
production was delivered against forward sales and put options at an average
cash price of $5.86 per ounce in 2001. This compares to 35% at $5.71 per ounce
in 2000 and 43% at $5.66 per ounce in 1999.
Echo Bay's commodity contracts as of December 31, 2001 are shown in note 18
to the 2001 audited consolidated financial statements of Echo Bay. For the year
2002, this position includes forward sales of approximately 60,000 ounces of
gold at a minimum forward price of $293 per ounce. In addition, Echo Bay has
sold call options for 120,000 ounces of gold at an average strike price of $297
per ounce. These forward sales contracts and call options represent
approximately 5% of reserves at December 31, 2001. The reduced hedging position
results from continued weakness in spot gold prices and low forward premiums
resulting in lower hedge prices that can be achieved.
Echo Bay's hedging commitments are described in note 18 to Echo Bay's 2001
audited consolidated financial statements.
GOVERNMENTAL AND ENVIRONMENTAL REGULATION
Canada
The mining industry in the Nunavut Territory, where Echo Bay's Lupin mine
is situated, operates under Canadian federal and territorial legislation
governing prospecting, development, production, environmental protection,
exports, income taxes, labor standards, mine safety and other matters. Echo Bay
believes its Canadian operations are operating in substantial compliance with
applicable law.
Echo Bay's Lupin operation is subject to environmental regulation primarily
by the Federal Department of Indian Affairs and Northern Development and the
Nunavut Water Board. In addition, any changes or additions to existing
operations at Lupin may be subject to environmental assessment by the federal
government under the Canadian Environmental Assessment Act (Canada). The
Department of Fisheries & Oceans (Canada) and the Department of the Environment
(Canada) have an enforcement role in the event of environmental incidents, but
presently have no direct regulatory role in relation to the Lupin operation.
Lupin is also subject to the jurisdiction of the Nunavut Department of
Sustainable Development pursuant to the Nunavut Environmental Protection Act.
This Act contains requirements to obtain licenses and permits that may affect
the Lupin operation in the future. Echo Bay believes it is in substantial
compliance with all relevant territorial environmental law.
On April 1, 1999, the Nunavut Agreement, dated May 25, 1993, between the
Inuit of Canada's eastern arctic region and Her Majesty the Queen in right of
Canada, came into force. Under this agreement, the Inuit were granted ownership
of approximately 360,000 square kilometers of land in an area referred to as the
Nunavut Settlement Area, including ownership of subsurface rights in
approximately 37,500 square kilometers of those lands. Third party interests in
lands in the Nunavut Settlement Area created prior to April 1, 1999 are
protected under the Nunavut Agreement. Where a third party was granted a mining
lease under the Canada Mining Regulations in lands comprising the Nunavut
Settlement Area, that interest continues in accordance with the terms and
conditions on which it was granted, including any rights granted under the
legislation that gave rise to the interest. However, where any successor
legislation has the effect of diminishing the rights afforded to the federal
government, it will not bind the Inuit without its consent. The Inuit are
entitled to receive whatever compensation is payable by the interest holder for
the use or exploitation of mineral rights. The federal government continues to
administer the third party interest on behalf of the Inuit, unless the third
party and the Inuit enter into an agreement under which the third party agrees
to the administration of their interest by the Inuit. In the event such an
agreement is reached, the applicable legislation will cease to apply to the
third party interest. Subsurface interests in such lands continue to be
administered in accordance with applicable legislation relating to those
interests and are not affected by the Nunavut Agreement.
Third party interests in lands in the Nunavut Settlement Area created on or
after April 1, 1999 are granted, in the case of surface rights, by the
appropriate regional Inuit association and, in the case of subsurface rights, by
Nunavut
C-19
Tungavik Incorporated, which will hold subsurface title to Inuit owned lands and
will be additionally responsible, in consultation with the appropriate regional
Inuit associations, for the administration and management of those subsurface
rights.
United States
Echo Bay's U.S. operations are subject to comprehensive regulation with
respect to operational, environmental, safety and similar matters by federal
agencies including the U.S. Department of the Interior (Bureau of Land
Management), the U.S. Department of Agriculture (U.S. Forest Service), the U.S.
Environmental Protection Agency ("EPA"), the U.S. Mine Safety and Health
Administration ("MSHA") and similar state and local agencies. Failure to comply
with applicable laws, regulations and permits can result in injunctive actions,
damages and civil and criminal penalties. If Echo Bay expands or changes its
existing operations or proposes any new operations, it may be required to obtain
additional or amended permits or authorizations in accordance with the National
Environmental Policy Act or state law counterparts. Echo Bay spends substantial
time, effort and funds in planning, constructing and operating its facilities to
ensure compliance with U.S. environmental and other regulatory requirements.
Such efforts and expenditures are common throughout the U.S. mining industry and
generally should not have a material adverse effect on Echo Bay's competitive
position.
Echo Bay believes its U.S. operations are in substantial compliance with
applicable air and water quality laws and regulations, including reporting
requirements under the Emergency Planning Community Right to Know Act, and that
it has acquired or applied for all permits required under such laws or requested
by the states in which it is operating.
Certain wastes from mining and mineral processing operations are currently
exempt from regulation under the ▇▇▇▇▇▇ amendment to the Federal Resource
Conservation and Recovery Act ("RCRA"). However, Congress may consider revision
and reauthorization of RCRA, as well as the Federal Clean Water Act and
Endangered Species Act, each of which substantially affects mine development and
operations. The effect of any revised or additional regulation on Echo Bay's
U.S. operations cannot be determined until the legislative process is completed
and new administrative rules are issued, but they could have a significant
impact upon operations of all mining companies and increase the costs of those
operations.
New laws and regulations, amendments to existing laws and regulations,
administrative interpretation of existing laws and regulations, or more
stringent enforcement of existing laws and regulations, could have a material
adverse impact on Echo Bay's results of operations and financial condition,
although the results of such actions are speculative. For example, during recent
legislative sessions, legislation was considered in the United States Congress
which proposed a number of modifications to the General Mining Law of 1872,
which has traditionally governed the location and maintenance of unpatented
mining claims and related activities on federal land. Among these modifications
were proposals that would have (i) imposed a royalty on production from
unpatented mining claims, (ii) increased the cost of holding and maintaining
such claims, and (iii) imposed more specific reclamation requirements and
standards for operations on such claims. Although none of these proposed
modifications was enacted into law, Congress may consider the same or similar
proposals during the balance of 2002 as well.
The one area in which specific action has been taken relates to the
regulation of surface activities on federally owned lands administered by the
Bureau of Land Management ("BLM"). New surface management regulations (the "3809
Regulations") were enacted and became effective on January 20, 2001. The effect
of the new 3809 Regulations is to create a significantly more stringent and
restrictive environment for activities and operations on federal lands involving
unpatented mining claims and millsites. For example, the new 3809 Regulations
provide that all activities on unpatented mining claims or millsites for which
approval of a Plan of Operations is required (which includes all activities
other than exploration activities that disturb less than five acres of surface)
are subject to a new standard of review by the BLM, which must make a
determination that the proposed activities would not cause substantial
irreparable harm to significant scientific, cultural or environmental resource
values that cannot be effectively mitigated. That new standard would apply to
any new significant activities undertaken by Echo Bay or its subsidiaries on
federal public lands. Imposition of that new standard does not affect Echo Bay's
existing approved Plans of Operation at its Round Mountain, ▇▇▇▇▇/Cove and
Kettle River properties. If Echo Bay makes any substantive modifications to
those existing Plans of Operation (such as widening a road or expanding a ▇▇▇▇▇
pad or tailings facility), that standard (as well as all other provisions of the
new 3809 Regulations) would apply unless Echo Bay could demonstrate to the BLM's
satisfaction that it was not practical for economic, environmental, safety or
technical reasons. In addition, under previous regulations, up to 75% of
financial security for the performance of reclamation obligations could be
provided
C-20
by corporate guarantees. While the new 3809 Regulations do provide for existing
financial guarantees to continue to be in effect, no new corporate guarantees
were to be accepted after July 19, 2001. To the extent applied to modifications
of Echo Bay's current operations, and to the extent Echo Bay engages in
activities or operations on public lands outside of its current permit
boundaries (including any new projects), the new 3809 Regulations will make the
process for the preparation and obtaining of approval of a Plan of Operations
more time-consuming and expensive, and any such proposed activities or
operations will be subject to more detailed and expensive regulatory
requirements. Moreover, Echo Bay's ultimate ability to have any such proposed
activities or operations approved will be subject to a much greater level of
uncertainty. The new regulations may not significantly affect existing
operations, so long as such operations do not require, for their continuing
viability, new discretionary permits for land outside the boundaries of land
currently permitted or significant changes within current permit boundaries.
New, including expanded, exploration or mining operations will need to quantify
the cost burden imposed by the new regulations when assessing the economic
viability of any project.
In addition, the BLM has called upon two of Echo Bay's subsidiaries to
provide other security to replace corporate guarantees that had been given in
respect of the Round Mountain and ▇▇▇▇▇/Cove operations totaling approximately
$33 million. The subsidiaries consider the BLM's action, taken by administrative
decision, to be arbitrary, capricious and an abuse of discretion and are
opposing and contesting the decision. The BLM has not asked for additional
security amounts, rather the agency has requested a different form of security.
If the BLM position were to prevail, there is a risk the BLM would initiate
action designed to have operations suspended at the applicable location. The
potential impact on Echo Bay as a result of such administrative action is
difficult to predict. See "Risk Factors" in this Schedule "C".
The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA"), commonly called the "Superfund Act," contains
stringent reporting requirements for the release or disposal of hazardous
substances, with substantial fines for noncompliance. In addition, under CERCLA,
any party responsible for the release or threatened release of a hazardous
substance into the environment is liable for all clean-up costs. Responsible
parties under CERCLA include the owner or operator of the site where the release
occurs or anyone who owned or operated the site when a disposal was made,
regardless of culpability. Mining wastes are subject to CERCLA regulation if
they contain hazardous substances, and the EPA has included several mining sites
on its list of high-priority sites for clean up under CERCLA.
Various types of dust control, revegetation and similar reclamation-related
measures are generally required for Echo Bay's U.S. operations under specific
state or federal air, water quality and mine reclamation rules and permits. The
BLM and Forest Service permits, and Plans of Operations for Echo Bay's
operations, also contain reclamation-related requirements. Echo Bay believes its
operations are in substantial compliance with these reclamation requirements.
Reclamation spending in 2001 amounted to approximately $4.9 million.
Echo Bay believes that all of its U.S. operations are currently being
conducted in substantial compliance with applicable MSHA and similar state
labor, health and safety rules.
EMPLOYEES
At December 31, 2001, the Company employed 1,194 persons (excluding
temporary employees directly involved in short-term programs), broken down as
follows.
Round Mountain, including ancillary services................ 648
▇▇▇▇▇/Cove.................................................. 143
Kettle River................................................ 88
Lupin....................................................... 284
Technical and corporate staff and other..................... 31
-----
1,194
=====
A sufficient supply of qualified workers is available for both Canadian and
U.S. operations, although the continuation of such supply depends upon a number
of factors, including the availability of other employment opportunities. None
of Echo Bay's employees are represented by labor unions. Echo Bay believes it
generally has good relations with its employees. Echo Bay provides its employees
with a competitive compensation package and comprehensive benefits program.
C-21
MINING RISKS AND INSURANCE
Echo Bay carries insurance against property damage, including boiler and
machinery insurance, and comprehensive general liability insurance of $50
million per occurrence, which is applicable to all operations. Echo Bay carries
special liability policies applicable to aircraft and motor vehicles. It is also
insured against dishonesty and gold and silver bullion thefts, as well as losses
of goods in transit. The property damage and boiler and machinery insurance
policies include coverage for business interruption resulting from an insured
physical loss, subject to a five-day waiting period and a maximum
indemnification period of one year.
Risks not insured against include mine cave-ins, mine flooding and other
uninsurable underground hazards, ground failure in open-pit mines and most types
of environmental pollution against which Echo Bay cannot insure or against which
it has elected not to insure.
Echo Bay believes that it has taken adequate precautions to minimize the
risk of environmental pollution. However, with respect to certain mines, there
is some risk that cyanide may escape from ▇▇▇▇▇ pads or tailings dams in
sufficient quantities to cause water or surface pollution. See
"-- Other -- Governmental and Environmental Regulation" in this Schedule "C".
Underground mining is generally subject to certain types of risks and
hazards, including unusual or unexpected formations, pressures, cave-ins,
flooding and other conditions. Echo Bay has not experienced any significant
cave-ins at its underground mines. In addition, because mining can be conducted
on a number of different levels at the same time, a cave-in in one area would
not necessarily affect mining in other areas.
Open-pit mining, such as that conducted at certain of Echo Bay's mines, is
generally subject to certain types of risks and hazards, primarily pit wall
failure. Open pit mining is conducted in phases and a pit wall failure in one
area would not necessarily affect overall pit design or mining in unaffected
areas.
SUPPLIES, UTILITIES AND TRANSPORTATION
The principal supplies needed for the operation of Echo Bay's mines are
explosives, diesel fuel, chemical reagents (including cyanide, lime, sulfur
dioxide, sodium hydroxide and zinc dust), cement, equipment parts and
lubricants.
Power is supplied to Echo Bay's mines by power companies or by diesel
generators. Each mine has access to adequate water.
Each of the U.S. mines has good road access by either paved or gravel roads
from state highways.
The Lupin mill facilities and mine are in a remote location in the
sub-Arctic region of Canada. Echo Bay must therefore prepare for and respond to
difficult weather and other conditions. All equipment, materials and supplies
must be transported to the mine from Edmonton or Yellowknife. Personnel are
transported from these locations and from Kugluktuk and Cambridge Bay in the
Nunavut Territory. Each year since 1983, Echo Bay has completed a 360-mile ice
road commencing 40 miles northeast of Yellowknife and ending at the Lupin mine.
This is the most economical way of transporting bulk items, including fuel, to
the mine. Echo Bay operates a Boeing 727 to transport personnel and some
supplies to the mine.
WASTE DISPOSAL
Heap leaching is done with a weak cyanide solution held within a closed
circuit, which includes the ▇▇▇▇▇ pads and surface holding ponds. Leached ore
from the reusable pad at Round Mountain is rinsed and fed to the mill or placed
on dedicated pads. Where dedicated pads are used, the leached ore remains on the
pads. Mill processing may use a cyanide leaching solution, which is contained
within the ▇▇▇▇▇' processing circuits. See "-- Other -- Governmental and
Environmental Regulation" in this Schedule "C". See also "-- Lupin -- Water
Supply and Waste Disposal" in this Schedule "C".
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.
▇▇▇▇▇/Cove production is subject to a 2% net smelter return royalty. This
royalty is based on sales less certain deductions.
C-22
A portion of production from the Lamefoot area of the Kettle River mine is
subject to a 5% net smelter return royalty. 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.
LEASE COMMITMENTS
Echo Bay leases office premises for its head office functions, and enters
into lease commitments for office equipment. Echo Bay incurred $1.1 million in
rental expense in 2001, net of $1.4 million in rental income related to office
subleases. Echo Bay's commitments under the remaining terms of the leases are
approximately $6.7 million, payable as follows: $2.0 million in 2002, $1.6
million in 2003, $1.5 million in 2004, $1.0 million in 2005, $0.1 million in
2006 and $0.5 million thereafter.
RISK FACTORS
The risk factors identified below should be carefully reviewed and
evaluated.
CONTINUED DEPRESSED GOLD PRICES MAY NEGATIVELY AFFECT ECHO BAY'S PRODUCTION,
PROFITABILITY, RESERVES AND LIQUIDITY.
The profitability of Echo Bay's current operations is directly related and
sensitive to the market price of gold, which fluctuates widely due to factors
beyond Echo Bay's control.
Since 1997, gold prices have been at depressed levels and may remain at
such depressed levels in the future. If gold prices should fall below Echo Bay's
cash costs of production and remain at such levels for any sustained period of
time, it may not be economically feasible to continue commercial production at
any or all of Echo Bay's mines. This previously occurred in January 1998, when
Echo Bay temporarily suspended operations at the Lupin mine. Also, in 1997, Echo
Bay deferred a final construction decision on its Aquarius development project
and deferred further development of the Ulu satellite deposit in Canada due to
the decline in gold prices.
The cash operating costs at Echo Bay's four operating mines averaged $223
per ounce in 2001 and are expected to average approximately $225 per ounce in
2002. Total production costs were $296 per ounce in 2001 and are expected to
average approximately $300 per ounce in 2002. Given the current price of gold,
$301 per ounce as of March 28, 2002, Echo Bay may experience liquidity
difficulties, and its ability to invest funds in exploration and development may
be significantly impaired. While Echo Bay continues to generate cash flow from
operations at current gold prices, the amount of cash flow available for
acquisitions, investments, exploration and development remains very limited.
Cash operating costs and total production costs are non-GAAP measures. For
further information on these non-GAAP measures, please refer to the disclosure
under the heading "Calculation of Cash Operating Costs and Total Production
Costs" on page C-5.
Declines in the market price of gold and related precious metals also may
require Echo Bay to write-down its reserves, which would adversely affect
production, profitability and Echo Bay's financial position. The gold price used
in estimating Echo Bay's mineral reserves at December 31, 2001 was $300 per
ounce. The market price was $277 per ounce at December 31, 2001. The market
price of gold has for more than four years traded, on average, below the price
at which Echo Bay estimates its reserves. If Echo Bay were to determine that its
reserves and future cash flows should be estimated at a significantly lower gold
price than that used at December 31, 2001, there would likely be a reduction in
the amount of gold reserves. Echo Bay estimates that if reserves at December 31,
2001 were based on $275 per ounce of gold, reserves would decrease by
approximately 13% at Round Mountain, 5% at Kettle River and 2% at the Aquarius
development property. Should any significant reductions in reserves occur,
material "write-downs" of Echo Bay's investment in mining properties and
increased amortization, reclamation and closure charges may be required. For
example, in 2001, due to an unexpected reduction in reserves, a $4.4 million
provision was made for impaired assets at Kettle River. Under certain such
circumstances, Echo Bay may discontinue the development of a project or mining
at one or more of its properties.
Echo Bay has implemented a hedging program to reduce the risk associated
with gold price volatility, however, there is no assurance that Echo Bay's
hedging strategies will be successful. See "Description of Business and
Properties -- Other -- Precious Metal Sales and Hedging Activities" in this
Schedule "C".
C-23
FAILURE TO REPLACE RESERVES MAY NEGATIVELY AFFECT PRODUCTION.
Because mines have limited lives based on proven and probable reserves,
Echo Bay must continually replace and expand its reserves as it produces gold.
It is currently estimated that Kettle River has less than one year of mine life
remaining without the development of additional reserves. Echo Bay's ability to
maintain or increase its annual production of gold will be dependent in
significant part on its ability to bring new mines into production, such as the
Aquarius project in Canada, and to expand existing mines.
No assurance can be given that Echo Bay's exploration programs will result
in the replacement of current production with new reserves or that Echo Bay's
development program will be able to extend the life of Echo Bay's existing
mines. In the event that new reserves are not developed, Echo Bay will not be
able to sustain its current level of gold production beyond the life of its
existing reserve estimates and revenues will decrease as a result.
There are a number of uncertainties inherent in any exploration and
development program relating to:
- the location of economic mineral reserves;
- the development of appropriate metallurgical processes;
- the receipt of necessary governmental permits; and
- the construction of mining and processing facilities.
Accordingly, there can be no assurance that Echo Bay's efforts will yield
new reserves to replace and expand current reserves.
FAILURE TO DEVELOP NEW MINES OR EXPAND EXISTING MINES MAY NEGATIVELY AFFECT
FUTURE PRODUCTION.
Echo Bay's ability to maintain, or increase, its annual production of gold
will be dependent in significant part on its ability to bring new mines into
production, such as the Aquarius project in Canada, and to expand existing
mines. In 1997, Echo Bay deferred a final construction decision on Aquarius and
deferred further development of the Ulu satellite deposit in Canada.
The economic feasibility analysis with respect to any individual project is
based upon:
- the interpretation of geological data obtained from drill holes and
other sampling techniques;
- estimates of cash operating costs based upon anticipated tonnage and
grades of ore to be mined and processed;
- gold and silver price assumptions;
- the configuration of the ore body;
- expected recovery rates of metals from the ore;
- comparable facility and equipment costs;
- anticipated climatic conditions;
- estimates of labor productivity; and
- royalty or other ownership burdens.
Echo Bay's feasibility studies are based on Echo Bay's knowledge of the
operating history of similar ore bodies in the region. The actual operating
results of its development projects, however, may differ materially from those
anticipated, and uncertainties related to operations are increased further in
the case of development projects. In addition to the successful completion of
final feasibility studies, the issuance of necessary permits and receipt of
adequate financing are required for successful development of properties. See
"Description of Business and Properties -- Other -- Governmental and
Environmental Regulation" in this Schedule "C".
ECHO BAY ENCOUNTERS STRONG COMPETITION FROM OTHER MINING COMPANIES IN CONNECTION
WITH THE ACQUISITION OF PERSONNEL AND PROPERTIES PRODUCING OR CAPABLE OF
PRODUCING PRECIOUS METALS.
As a result of this competition, some of which is with companies with
greater financial resources, Echo Bay may be unable to maintain or acquire the
personnel and expertise required to develop and operate its properties. Also,
Echo Bay may be unable to acquire attractive mining properties on terms it
considers acceptable or at all. Consequently, its revenues, operations and
financial condition could be materially adversely affected.
C-24
FAILURE TO SECURE THE NECESSARY LETTERS OF CREDIT OR SURETY BONDS OR TO PROVIDE
THE NECESSARY CORPORATE GUARANTEES TO SECURE RECLAMATION OBLIGATIONS, COULD
RESULT IN VIOLATION OF ECHO BAY'S OPERATING PERMITS AND IMPACT ECHO BAY'S
ABILITY TO CONTINUE OPERATING AT SPECIFIC LOCATIONS.
Certain regulatory agencies may require security to be provided for some or
all of the cost to restore land disturbed during operations. Echo Bay has
typically provided letters of credit, surety bonds and corporate guarantees as
security for these future reclamation costs. The market place for third party
security instruments is, however, very limited to the mining industry and to
Echo Bay in particular. If Echo Bay is unable to secure the necessary forms of
security, its ability to continue operations at specific locations could be
jeopardized. Even where Echo Bay currently has security in place for reclamation
costs, it may be required to provide additional, or alternative, financial
instruments. For example, early in 2001, regulators in Nevada called upon two of
Echo Bay's subsidiaries to provide other forms of security to replace corporate
guarantees that had been given in respect of the Round Mountain and ▇▇▇▇▇/Cove
operations totaling approximately $33 million. Echo Bay disagrees with the
regulators' position and believes that the subsidiaries qualify under the
criteria set out for corporate guarantees and will oppose the regulatory
position. If Echo Bay is required to provide additional or alternative forms of
security, and is unable to do so at acceptable costs or at all, it may be
prohibited from commencing or continuing operations and its financial condition
and prospects would be adversely affected. See "Description of Business and
Properties -- Other -- Governmental and Environmental Regulation" in this
Schedule "C".
RESERVE ESTIMATES ARE INHERENTLY UNCERTAIN. ANY MATERIAL INACCURACIES IN ECHO
BAY'S RESERVE ESTIMATES OR ASSUMPTIONS UNDERLYING RESERVE ESTIMATES COULD CAUSE
RESERVES TO BE OVERSTATED.
The estimation of reserves and resources is inherently uncertain and
involves subjective judgments about many relevant factors. The accuracy of any
such estimate is a function of:
- the quantity and quality of available drilling data;
- engineering and geological interpretation;
- testing and production experience;
- gold prices;
- operating and capital costs;
- 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.
The volume and grade of reserves mined and processed and recovery rates may
not be the same as currently anticipated. If they are not, Echo Bay may
discontinue the development of a project or mining at one or more of its
properties.
Reserve calculations and life-of-mine plans using significantly lower
prices (see gold price affect on Echo Bay's production, profitability, reserves
and liquidity) could result in material write-downs of its investment in mining
properties and increased amortization, reclamation and closure charges.
ECHO BAY'S ACTIVITIES ARE SUBJECT TO COMPLEX LAWS AND REGULATIONS THAT CAN
ADVERSELY AFFECT OPERATING AND DEVELOPMENT COSTS, THE TIMING OF OPERATIONS
AND/OR THE ABILITY TO OPERATE.
Echo Bay's mining operations and exploration and development activities are
subject to extensive Canadian, U.S. and other foreign federal, state,
provincial, territorial and local laws and regulations governing exploration,
development, production, exports, taxes, labor standards, waste disposal,
protection of the environment, reclamation, historic and cultural resources
preservation, mine safety and occupational health, toxic substances, reporting
and other matters. The costs of discovering, evaluating, planning, designing,
developing, constructing, operating and closing Echo Bay's mines and other
facilities in compliance with such laws and regulations are significant. It is
possible that the costs and delays associated with compliance with such laws and
regulations could become such that Echo Bay would not proceed with the
development or operation of a mine. Future regulatory developments, such as more
stringent environmental protection laws, regulations and enforcement policies
thereunder, and claims for damages to property and persons resulting from Echo
Bay's operations, could result in substantial costs and liabilities, reduced
profits and a deterioration of its financial condition.
C-25
Echo Bay is required to obtain governmental permits to develop its reserves
and for expansion or advanced exploration activities at its operating properties
and its exploration properties. Obtaining the necessary governmental permits is
a complex and time-consuming process involving numerous Canadian, U.S. or
foreign federal, state, provincial, territorial and local agencies. Echo Bay
will be required to obtain additional permits to allow it to construct and
operate properties currently under development. The duration and success of each
permitting effort are contingent upon many variables not within Echo Bay's
control. If Echo Bay is unable to obtain the necessary approvals, it will not be
able to commence production at the applicable mine. See "Description of Business
and Properties -- Other -- Governmental and Environmental Regulation" in this
Schedule "C".
In addition, there is a risk that private individuals or entities may
assert that Echo Bay's activities have caused damage to their interests. For
example, in 2000, a subsidiary of Echo Bay and numerous other parties were
served with a complaint from the Colorado School of Mines for environmental
cleanup costs at a federal Comprehensive Environmental Response, Compensation
and Liability Act site. Echo Bay's share of the settlement was approximately
$89,500.
ECHO BAY'S MINING OPERATIONS ARE SUBJECT TO SIGNIFICANT RISKS THAT MAY NOT BE
COVERED BY INSURANCE.
The business of gold and silver mining is generally subject to a number of
risks and hazards, including:
- environmental conditions;
- industrial accidents;
- labour disputes;
- 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,
blizzards and earthquakes.
Such occurrences could result in:
- damage to mineral properties or production facilities;
- personal injury or death;
- environmental damage to Echo Bay's properties or the properties of
others;
- delays in mining;
- monetary losses and possible legal liability.
"Description of Business and Properties -- Other -- Mining Risks and
Insurance" in this Schedule "C".
CERTAIN OF ECHO BAY'S UNITED STATES PROPERTY RIGHTS CONSIST OF UNPATENTED LODE
MINING CLAIMS.
Unpatented mining claims and millsites are generally considered to be
subject to greater title risk than other real property interests. The validity
of an unpatented mining claim or millsite, in terms of its location and
maintenance, and the uses thereof, is dependent on strict compliance with a
complex body of federal and state statutory and decisional law, administrative
interpretation of that law and, for unpatented mining claims, the existence of a
discovery of valuable minerals. In addition, there are few public records that
definitively control the issues of validity and ownership of unpatented mining
claims or millsites. There can be no assurance that title to any of its
unpatented mining claims or millsites may not be defective.
REPERCUSSIONS FROM TERRORIST ACTS COMMITTED IN THE UNITED STATES COULD HARM
BUSINESS OPERATIONS AND ADVERSELY IMPACT THE CORPORATION'S ABILITY TO MEET ITS
EXPECTATIONS AND OTHER FORWARD LOOKING STATEMENTS CONTAINED HEREIN.
The terrorist attacks in the United States on September 11, 2001 caused
instability in the world's markets. There can be no assurance that these
terrorist attacks, or the responses to them, will not lead to further acts of
terrorism in the United States, Canada or elsewhere, which may contribute to
economic instability in the United States, Canada and other geographic areas in
which Echo Bay is active. Specifically, such instability could adversely affect
production or exploration activities.
C-26
GOLD PRICES
The following table sets forth annual high, low, average and end of period
afternoon fixing gold prices in U.S. dollars per ▇▇▇▇ ounce on the London
Bullion Market.
YEAR ENDED DECEMBER 31,
------------------------------------
2002(*) 2001 2000 1999 1998 1997
------- ---- ---- ---- ---- ----
High............................................. $327 $293 $313 $326 $313 $367
Low.............................................. 278 256 264 253 273 283
Average.......................................... 306 271 279 279 294 332
End of Period.................................... 324 277 274 290 286 293
---------------
(*) Through September 30, 2002
SILVER PRICES
The following table sets forth annual high, low, average and end of period
noon prices in U.S. dollars per ▇▇▇▇ ounce as quoted by Handy & ▇▇▇▇▇▇.
YEAR ENDED DECEMBER 31,
-----------------------------------------
2002(*) 2001 2000 1999 1998 1997
------- ----- ----- ----- ----- -----
High........................................... $5.15 $4.86 $5.53 $5.77 $7.31 $6.13
Low............................................ 4.26 4.06 4.60 4.91 4.72 4.18
Average........................................ 4.66 4.39 5.00 5.25 5.54 4.87
End of Period.................................. 4.56 4.50 4.60 5.40 4.87 6.13
---------------
(*) Through September 30, 2002
C-27
LEGAL PROCEEDINGS
The Corporation is currently subject to a number of third party claims
which the Corporation believes are routine in, and incidental to, the normal
course of its business. In addition, two wholly owned subsidiaries of the
Corporation, Echo Bay Exploration Inc. and Echo Bay Management Corporation
(together, the "Subsidiaries"), are currently subject to legal proceedings.
In September 1992, Summa Corporation ("Summa") commenced a lawsuit against
the Subsidiaries alleging improper deductions in the calculation of royalties
payable over several years of production at ▇▇▇▇▇/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 defences
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, that Court
recalled its previous decision. Both the Subsidiaries and their counsel believe
that grounds exist to modify or reverse the decision. The Corporation 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' defences, the royalty calculation at ▇▇▇▇▇/Cove would
change and additional royalties would be payable. Neither the Corporation, nor
counsel to the Subsidiaries, believes it is possible to quantify the precise
amount of liability pursuant to a revised royalty calculation.
In November 2001, two former employees of the Corporation brought a claim
against the Corporation pursuant to the Class Proceedings Act (British Columbia)
as a result of the temporary suspension of operations at the Corporation's Lupin
mine in the spring of 1998 and the layoff of employees at that time. The
Corporation 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. Echo Bay is appealing this 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.
While the outcome of any particular claim is not certain, the Corporation
believes it has substantive defences and intends to vigorously defend all
claims.
C-28
COMPILATION REPORT
To the Directors of
KINROSS GOLD CORPORATION
We have reviewed, as to compilation only, the accompanying unaudited pro
forma consolidated balance sheet as at September 30, 2002 and the unaudited pro
forma consolidated statements of operations for the nine months then ended and
for the year ended December 31, 2001, which have been prepared for inclusion in
this circular. In our opinion, the unaudited pro forma consolidated balance as
at September 30, 2002 and the unaudited pro forma consolidated statements of
operations for the nine months then ended and for the year ended December 31,
2001 have been properly compiled to give effect to the transactions and
assumptions described in the notes thereto.
(SIGNED) DELOITTE & TOUCHE LLP
Chartered Accountants
Toronto, Canada
December 18, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 balance sheet and 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 balance sheet and unaudited pro
forma consolidated statements of operations.
(SIGNED) DELOITTE & TOUCHE LLP
Chartered Accountants
Toronto, Canada
December 18, ▇▇▇▇
▇-▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
PRO FORMA CONSOLIDATED BALANCE SHEET
(unaudited)
(Expressed in millions of U.S. Dollars)
As at September 30, 2002
PRO FORMA PRO FORMA
NOTES KINROSS TVX ECHO BAY ADJUSTMENTS CONSOLIDATED
----- ------- ------ -------- ----------- ------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents............................... $ 84.5 $108.4 $ 20.9 $ -- $ 83.8
2.3 -- -- -- (27.0)
2.4 -- -- -- 91.5
2.5 -- -- -- (180.0)
2.12 -- -- -- (14.5)
Restricted cash......................................... 21.5 -- -- -- 5.6
2.12 -- -- -- (15.9)
Accounts receivable..................................... 12.4 22.4 8.0 -- 43.3
2.2 -- -- -- (0.5)
2.12 -- -- -- 1.0
Inventories............................................. 39.4 21.2 25.8 -- 103.0
2.12 -- -- -- 16.6
Restricted bullion inventory............................ 5.4 -- -- -- 5.4
Marketable securities................................... 0.3 4.2 2.2 -- 20.8
2.2 -- -- -- 14.1
------ ------ ------ ------ --------
163.5 156.2 56.9 (114.7) 261.9
PROPERTY, PLANT AND EQUIPMENT............................. 348.5 227.1 138.3 -- 1,011.5
2.1 -- -- -- 172.1
2.2 -- -- -- 102.7
2.12 -- -- -- 22.8
GOODWILL.................................................. -- -- -- 759.6
2.1 -- -- -- 329.2
2.2 -- -- -- 432.5
2.3 -- -- -- 27.0
2.14 -- -- -- 34.9
2.6 -- -- -- (64.0)
LONG-TERM INVESTMENTS..................................... 11.9 -- 53.8 -- 20.2
2.2 -- -- -- (38.8)
2.6 -- -- -- (6.7)
RESTRICTED CASH........................................... -- 9.1 -- -- 9.1
FUTURE INCOME AND MINING TAXES............................ -- 12.3 -- -- 12.3
DEFERRED CHARGES AND OTHER ASSETS......................... 8.5 28.4 -- -- 28.5
2.1 -- -- -- (11.9)
2.12 -- -- -- 3.5
------ ------ ------ ------ --------
$532.4 $433.1 $249.0 $888.6 $2,103.1
====== ====== ====== ====== ========
F-2
KINROSS GOLD CORPORATION
PRO FORMA CONSOLIDATED BALANCE SHEET -- (CONTINUED)
(unaudited)
(Expressed in millions of U.S. Dollars)
As at September 30, 2002
PRO FORMA PRO FORMA
NOTES KINROSS TVX ECHO BAY ADJUSTMENTS CONSOLIDATED
----- ------- ------ -------- ----------- ------------
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities................ $ 37.7 $ 25.6 $ 25.2 $ -- $ 93.2
2.1 -- -- -- (2.0)
2.12 -- -- -- 6.7
Current portion of long-term debt....................... 23.3 2.3 -- -- 27.8
2.12 -- -- -- 2.2
Deferred revenue........................................ -- 6.1 0.7 -- --
2.1 -- -- -- (6.1)
2.2 -- -- -- (0.7)
Current portion of site restoration cost accruals....... 7.8 -- 4.6 -- 16.0
2.1 -- -- -- 2.0
2.12 -- -- -- 1.6
------ ------ ------ ------ --------
68.8 34.0 30.5 3.7 137.0
LONG-TERM DEBT............................................ 28.4 -- -- -- 29.5
2.1 -- -- -- 1.1
SITE RESTORATION COST ACCRUALS............................ 45.6 -- 47.4 -- 107.8
2.1 -- -- -- 23.5
2.2 -- -- -- (10.3)
2.12 -- -- -- 1.6
FUTURE INCOME AND MINING TAXES............................ 3.3 20.0 0.9 -- 59.1
2.14 -- -- -- 34.9
DEFERRED REVENUE.......................................... 5.8 -- 19.1 -- 8.1
2.2 -- -- -- (16.8)
OTHER LONG-TERM LIABILITIES............................... 5.7 23.7 -- -- 5.7
2.1 -- -- -- (23.7)
DEBT COMPONENT OF CONVERTIBLE DEBENTURES.................. 22.8 -- -- -- 22.8
REDEEMABLE RETRACTABLE PREFERRED SHARES................... 2.4 -- -- -- 2.4
------ ------ ------ ------ --------
182.8 77.7 97.9 14.0 372.4
MINORITY INTERESTS AND PARTICIPATION RIGHTS............... -- 129.8 -- -- 1.4
2.1 -- -- -- 50.2
2.5 -- -- -- (180.0)
2.12 -- -- -- 1.4
CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY.......... 12.6 -- -- -- 12.6
COMMON SHAREHOLDERS' EQUITY................................. 337.0 225.6 151.1 -- 1,716.7
3.0 -- -- -- 1,003.0
------ ------ ------ ------ --------
$532.4 $433.1 $249.0 $888.6 $2,103.1
====== ====== ====== ====== ========
Signed on behalf of the Board:
(Signed) ▇▇▇▇ ▇. ▇▇▇▇▇▇ (Signed) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director Director
F-3
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, 2002
PRO FORMA PRO FORMA
NOTES KINROSS TVX ECHO BAY ADJUSTMENTS CONSOLIDATED
----- ------- ------- -------- ----------- ------------
REVENUE
Mining revenue............................................ $184.5 $ 135.7 $ 161.7 $ -- $ 480.5
2.10 -- -- -- (28.2)
2.11 -- -- -- (12.1)
2.12 -- -- -- 38.9
Interest and other income................................. 13.7 5.6 -- -- 15.5
2.7 -- -- -- (2.2)
2.12 -- -- -- (1.6)
▇▇▇▇ to market loss on call options....................... (1.9) 0.3 -- -- (1.6)
------ ------- ------- ------- -------
196.3 141.6 161.7 (5.2) 494.4
------ ------- ------- ------- -------
EXPENSES
Operating................................................. 126.9 92.1 109.6 -- 331.6
2.11 -- -- -- (13.5)
2.12 -- -- -- 16.0
2.16 -- -- -- (2.0)
2.17 -- -- -- 2.5
General and administrative................................ 8.0 4.7 5.7 -- 18.4
Exploration............................................... 6.5 2.7 4.8 -- 14.9
2.12 -- -- -- 0.9
Depreciation, depletion and amortization.................. 61.3 24.6 28.3 -- 152.0
2.9 -- -- -- 27.1
2.11 -- -- -- (4.4)
2.12 -- -- -- 9.8
2.13 -- -- -- 5.3
Gain on sale of assets.................................... (2.0) -- -- -- (2.0)
Loss on retirement of capital securities.................. -- -- 5.5 -- 5.5
Foreign exchange loss (gain).............................. 3.0 3.7 0.1 -- 6.8
2.12 -- -- -- --
Interest expense on long-term liabilities................. 4.0 0.6 -- -- 4.8
2.12 -- -- -- 0.2
------ ------- ------- ------- -------
207.7 128.4 154.0 41.9 532.0
------ ------- ------- ------- -------
(11.4) 13.2 7.7 (47.1) (37.6)
Share in loss of investee companies......................... (0.6) -- -- -- (0.6)
------ ------- ------- ------- -------
(LOSS) INCOME BEFORE TAXES AND DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF SUBSIDIARY COMPANY.................... (12.0) 13.2 7.7 (47.1) (38.2)
PROVISION FOR INCOME AND MINING TAXES....................... (4.7) (2.4) -- -- (7.7)
2.12 -- -- -- (3.6)
2.14 3.0
MINORITY INTEREST AND PARTICIPATION RIGHTS.................. -- (6.6) -- -- (0.3)
2.8 -- -- -- 6.6
2.12 -- -- -- (0.3)
------ ------- ------- ------- -------
(LOSS) INCOME FOR THE YEAR BEFORE DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF SUBSIDIARY COMPANY.................... (16.7) 4.2 7.7 (41.4) (46.2)
DIVIDENDS ON CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY
COMPANY................................................... (1.3) -- -- -- (1.3)
------ ------- ------- ------- -------
NET (LOSS) INCOME FOR THE PERIOD............................ (18.0) 4.2 7.7 (41.4) (47.5)
INCREASE IN EQUITY COMPONENT OF CONVERTIBLE INSTRUMENTS..... (5.5) -- (4.6) -- (10.1)
LOSS ON RETIREMENT OF CAPITAL SECURITIES, NET OF NIL TAX
EFFECT.................................................... -- -- (132.3) -- (132.3)
------ ------- ------- ------- -------
NET (LOSS) INCOME FOR THE PERIOD ATTRIBUTABLE TO COMMON
SHAREHOLDERS.............................................. $(23.5) $ 4.2 $(129.2) $ (41.4) $(189.9)
====== ======= ======= ======= =======
(LOSS) EARNINGS PER SHARE (NOTE 5)
Basic....................................................... $(0.07) $ 0.11 $ (0.33) $ (0.20)
Diluted..................................................... -- $ 0.10 -- --
F-4
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, 2001
PRO FORMA PRO FORMA
NOTES KINROSS TVX ECHO BAY ADJUSTMENTS CONSOLIDATED
----- ------- ------- -------- ----------- ------------
REVENUE
Mining revenue............................................ $270.1 $ 158.3 $237.7 $ -- $ 639.9
2.10 -- -- -- (23.2)
2.11 -- -- -- (59.2)
2.12 -- -- -- 56.2
Interest and other income................................. 9.3 9.1 -- -- 9.6
2.7 -- -- -- (6.0)
2.12 -- -- -- (2.8)
▇▇▇▇ to market loss on call options....................... 3.5 0.4 -- -- 3.9
------ ------- ------ ------ -------
282.9 167.8 237.7 (35.0) 653.4
------ ------- ------ ------ -------
EXPENSES
Operating................................................. 180.7 108.1 189.2 -- 456.7
2.10 -- -- -- 2.8
2.11 -- -- -- (51.0)
2.12 -- -- -- 29.0
2.16 -- -- -- (6.1)
2.17 -- -- -- 4.0
General and administrative................................ 10.1 8.1 5.6 -- 23.8
Exploration............................................... 7.9 3.4 3.5 -- 16.5
2.12 -- -- -- 1.7
Depreciation, depletion and amortization.................. 85.8 40.2 42.1 -- 209.9
2.9 -- -- -- 32.0
2.11 -- -- -- (12.6)
2.12 -- -- -- 16.9
2.13 -- -- -- 6.8
2.15 -- -- -- (1.3)
Gain on sale of assets.................................... (1.2) -- -- -- (1.2)
Foreign exchange loss..................................... 1.1 3.3 -- -- 4.8
2.12 -- -- -- 0.4
Interest expense on long-term liabilities................. 9.1 3.8 1.7 -- 16.3
2.12 -- -- -- 1.7
Writedown of property, plant and equipment................ 16.1 244.5 4.4 -- 265.0
------ ------- ------ ------ -------
309.6 411.4 246.5 24.3 991.8
------ ------- ------ ------ -------
(26.7) (243.6) (8.8) (59.3) (338.4)
Share in loss of investee companies......................... (2.2) -- -- -- (2.2)
------ ------- ------ ------ -------
Loss before taxes and dividends on convertible preferred
shares of subsidiary company.............................. (28.9) (243.6) (8.8) (59.3) (340.6)
PROVISION FOR INCOME AND MINING TAXES....................... (2.9) 5.6 3.1 -- 5.1
2.12 -- -- -- (4.4)
2.14 -- -- -- 3.7
MINORITY INTEREST AND PARTICIPATION RIGHTS.................. -- 10.0 -- -- --
2.8 -- -- -- (10.0)
------ ------- ------ ------ -------
LOSS FOR THE YEAR BEFORE DIVIDENDS ON CONVERTIBLE PREFERRED
SHARES OF SUBSIDIARY COMPANY.............................. (31.8) (228.0) (5.7) (70.0) (335.5)
DIVIDENDS ON CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY
COMPANY................................................... (5.1) -- -- -- (5.1)
------ ------- ------ ------ -------
NET LOSS FOR THE YEAR....................................... (36.9) (228.0) (5.7) (70.0) (340.6)
INCREASE IN EQUITY COMPONENT OF CONVERTIBLE INSTRUMENTS..... (7.7) (6.6) (17.3) -- (31.6)
INCREASE FROM THE SETTLEMENT OF CONVERTIBLE INSTRUMENTS..... -- 34.7 -- -- 34.7
------ ------- ------ ------ -------
NET LOSS FOR THE YEAR ATTRIBUTABLE TO COMMON SHAREHOLDERS... $(44.6) $(199.9) $(23.0) $(70.0) $(337.5)
====== ======= ====== ====== =======
LOSS PER SHARE (NOTE 5)
Basic and diluted........................................... $(0.14) $(10.58) $(0.16) $ (0.38)
F-5
KINROSS GOLD CORPORATION
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PRESENTATION
The unaudited pro forma consolidated financial statements ("pro forma
financial statements") have been prepared using the purchase method of
accounting for the business combination of Kinross Gold Corporation (the
"Corporation" or "Kinross"), TVX Gold Inc. ("TVX") and Echo Bay Mines Ltd.
("Echo Bay"). The Corporation has been identified as the acquirer in
accounting for the business combination. The purchase price will be allocated
to the TVX and Echo Bay assets acquired and liabilities assumed, based on
their respective fair values, with the remaining unallotted portion to
goodwill. The allocation of the aggregate purchase price reflected in the pro
forma financial statements is preliminary. The actual purchase adjustment to
reflect the fair values of the assets acquired and liabilities assumed will
be based upon management's evaluation of such assets and liabilities and,
accordingly, the adjustments that have been included in the pro forma
financial statements may be subject to change. Such allocation may differ
significantly from the preliminary allocation included herein.
The accompanying unaudited pro forma financial statements as at and for the
nine months ended September 30, 2002, have been prepared by the Corporation's
management based on the unaudited consolidated financial statements of the
Corporation, TVX and Echo Bay, both as at and for the nine months ended
September 30, 2002. The unaudited pro forma statement of operations for the
year ended December 31, 2001 has been prepared by management based on the
audited consolidated statements of operations of the Corporation, TVX and
Echo Bay for the year ended December 31, 2001. The pro forma financial
statements are presented as if the business combination had occurred on
September 30, 2002 in respect of the pro forma consolidated balance sheet and
on January 1, 2001 in respect of the pro forma consolidated statements of
operations. The pro forma financial statements have been reclassified to
reflect classifications consistent with the presentation adopted by the
Corporation (Note 2).
Accounting policies used in the preparation of the pro forma statements are
those disclosed in the Corporation's consolidated financial statements. The
financial statements of the Corporation, TVX and Echo Bay have been prepared
in accordance with Canadian Generally Accepted Accounting Principles
("Canadian GAAP"). Accordingly, the pro forma adjustments include only those
adjustments necessary to conform the TVX and Echo Bay financial statements to
the accounting policies used by the Corporation in the preparation of its
consolidated financial statements in accordance with Canadian GAAP. In the
opinion of management of the Corporation, these pro forma financial
statements include all adjustments necessary for a fair presentation
applicable to the preparation of pro forma financial statements.
The pro forma financial statements are 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 these pro forma financial
statements, other than described in Note 2 below, 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 Corporation, TVX and Echo Bay.
The pro forma financial statements should be read in conjunction with the
description of the combination of the Corporation, TVX and Echo Bay in this
information circular, the audited consolidated financial statements of the
Corporation as at and for the year ended December 31, 2001 and notes thereto,
and the unaudited consolidated financial statements of the Corporation as at
and for the nine months ended September 30, 2002 and notes thereto attached,
each contained elsewhere in this circular. In addition, the audited
consolidated financial statements of TVX and Echo Bay as at and for the year
ended December 31, 2001, and notes thereto, and the unaudited consolidated
financial statements of TVX and Echo Bay as at and for the nine months ended
September 30, 2002, and notes thereto, are contained elsewhere in this
circular.
The combination will be accounted for by Kinross using the purchase method of
accounting in accordance with both Section 1581, "Business Combinations", of
the Canadian Institute of Chartered Accountants Handbook ("CICA Handbook"),
for purposes of Canadian GAAP and Statement of Accounting Standards ("SFAS")
141, "Business Combinations", for purposes of United States generally
accepted accounting principles ("U.S. GAAP"). Pursuant to the purchase method
of accounting under both Canadian 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 Canadian 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
$759.6 million. 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. Kinross has not determined if an
impairment exists and expects to make that determination in 2003 in
accordance with Canadian and U.S. GAAP.
2. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS
The pro forma financial statements incorporate the following assumptions:
-- The business combination had occurred immediately prior to the proposed
one for three consolidation of Kinross shares.
-- Completion of the transactions contemplated by the combination agreement,
as more fully described elsewhere herein, resulting in the combination of
the businesses of the Corporation, TVX and Echo Bay.
-- Approval of the combination by the shareholders of the Corporation, TVX
and Echo Bay.
-- Completion of the acquisition of the Newmont interest in the TVX Newmont
Americas joint venture.
F-6
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:
All common share information presented for TVX is after the one for ten
consolidation which became effective June 30, 2002.
Transactions Giving Effect to the Business Combination and Agreements Related
Thereto
2.1 TO ACCOUNT FOR THE ACQUISITION OF TVX.
IN MILLIONS
EXCEPT SHARE PRICE
AND NUMBER OF SHARES
ACQUISITION OF
100% OF TVX
--------------------
Calculation of preliminary allocation of purchase price:
Common shares of the Corporation to be issued to the TVX
shareholders.............................................. 280,442,552
The average closing market price of the Corporation's shares
over the four trading days from June 6 through June 11,
2002...................................................... $ 2.38
------------
Fair value of the Corporation's common stock issued......... $ 667.5
Plus -- fair value of TVX warrants and options to be assumed
by the Corporation (100% vested).......................... 2.5
------------
Total purchase price........................................ 670.0
Plus -- fair value of liabilities assumed by the
Corporation:
Accounts payable and accrued liabilities(1)............... 23.6
Current portion of site restoration accruals.............. 2.0
Long-term debt (including current portion)................ 3.4
Site restoration obligations(1)........................... 23.5
Future income tax liabilities............................. 20.0
Minority interest and participation rights................ 180.0
Less -- fair value of assets acquired by the Corporation:
Cash...................................................... (108.4)
Short-term investments.................................... (4.2)
Accounts receivable....................................... (22.4)
Inventories............................................... (21.2)
Property, plant and equipment............................. (399.2)
Restricted cash........................................... (9.1)
Future income tax assets.................................. (12.3)
Purchased put options..................................... (1.6)
Other non-current assets.................................. (14.9)
------------
Residual purchase price allocated to non-amortizable
goodwill.................................................. $ 329.2
============
(1) TVX accrues site restoration obligations on a unit-of-production basis
over proven and probable reserves. TVX estimated its share of closure
costs on a non-discounted basis to be $39.9 million as of December 31,
2001. Kinross confirmed the reasonableness of this estimate by
reviewing the closure plans and discussing these plans with site
environmental personnel. In determining the fair value of these site
restoration obligations, Kinross discounted TVX's estimate of closure
costs resulting in a fair value obligation of $25.5 million. The fair
valuing of these liabilities results in a net increase of $0.9 million
to site restoration obligations.
F-7
2.2 TO ACCOUNT FOR THE ACQUISITION OF ECHO BAY.
IN MILLIONS
EXCEPT SHARE PRICE
AND NUMBER OF SHARES
ACQUISITION OF
100% OF ECHO BAY
--------------------
Calculation of preliminary allocation of purchase price:
Common shares of the Corporation to be issued to the Echo
Bay shareholders.......................................... 281,461,271
The average closing market price of the Corporation's shares
over the four trading days from June 6 through June 11,
2002...................................................... $ 2.38
------------
Fair value of the Corporation's common stock issued......... $ 669.9
Plus -- fair value of Echo Bay warrants and options to be
assumed by the Corporation (100% vested).................. 19.0
------------
Total purchase price........................................ 688.9
Plus -- fair value of liabilities assumed by the
Corporation:
Accounts payable and accrued liabilities(1)............... 25.2
Current portion of site restoration accruals.............. 4.6
Site restoration obligations(1)........................... 37.1
Commodity derivative contracts............................ 2.3
Future income tax liabilities............................. 0.9
Less -- fair value of assets acquired by the Corporation:
Cash...................................................... (20.9)
Short-term investments.................................... (16.3)
Interest and accounts receivable.......................... (7.5)
Inventories............................................... (25.8)
Property, plant and equipment............................. (241.0)
Other non-current assets.................................. (15.0)
------------
Residual purchase price allocated to non-amortizable
goodwill.................................................. $ 432.5
============
---------------
(1) Echo Bay accrues site restoration obligations on a unit-of-production
basis over proven and probable reserves. Echo Bay estimated its share
of closure costs on a non-discounted basis to be $48.0 million as of
December 31, 2001. Kinross confirmed the reasonableness of this
estimate by reviewing the closure plans and discussing these plans with
site and corporate environmental personnel. In determining the fair
value of these site restoration obligations, Kinross discounted Echo
Bay's estimate of closure costs resulting in a fair value obligation of
$41.7 million. The decrease of $10.3 million to site restoration
obligations represents the removal of the ▇▇▇▇▇/Cove closure liability
since it will be assumed by Newmont on closing of the combination and
the additional accrual required to site restoration cost accruals to
fair value these obligations at September 30, 2002.
2.3 To record the estimated future costs of $27.0 million associated with the
combination transaction (including severance costs attributable to the
departure of senior executives of TVX and Echo Bay of approximately $10.0
million, investment banking fees of $11.3 million and legal, accounting,
printing, mailing and other of $5.7 million) which are included in the cost
of the acquisition resulting in additional goodwill.
2.4 To record the issuance of 50 million units for net proceeds of $91.5 million
on December 5, 2002. Each unit consists of one common share of the
Corporation and one half common share purchase warrant. One whole common
share purchase warrant has an exercise price of Cdn. $5.00 and is
exerciseable on or before December 5, 2007 for one Kinross common share. The
fair value of the common share purchase warrants was $9.4 million.
2.5 To account for the acquisition of Newmont's ownership interest in the TVX
Newmont Americas joint venture for $180.0 million cash, of which $90.0
million will be financed from the units issue described in 2.4.
2.6 To eliminate the Corporation's 10.6% ownership interest in Echo Bay valued
at $70.7 million.
2.7 To reduce interest income by $6.0 million for the year ended December 31,
2001 and $2.2 million for the nine months ended September 30, 2002 to
reflect the net change in cash resources arising from the expenditure
described in 2.3 and the acquisitions described in 2.5 and 2.12.
2.8 To reduce minority interest and participation rights by $10.0 million for
the year ended December 31, 2001 and $6.6 million for the nine months ended
September 30, 2002 as a consequence of the acquisition of Newmont's interest
in the TVX Newmont Americas joint venture described in 2.5.
2.9 To increase depreciation, depletion and amortization expense by $32.0
million for the year ended December 31, 2001 and $27.1 million for the nine
months ended September 30, 2002 as a result of the preliminary allocation of
the purchase price of the acquisitions described in 2.1, 2.2 and 2.5. The
revised depreciation, depletion and amortization are computed on a unit of
production basis, based on the Corporation's accounting policies and the
estimated mine lives. For proven and probable reserves of Kinross, TVX and
Echo Bay, see page S-72.
2.10 To reduce mining revenue by $23.2 million (TVX -- $4.6, Echo Bay -- $18.6)
and increase Echo Bay's operating costs by $2.8 million, for the year ended
December 31, 2001, and to reduce revenue by $28.2 million (TVX -- $4.0,
Echo Bay -- $24.2) for the nine months ended September 30, 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
F-8
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.
2.11 To reduce mining revenue, operating costs and depreciation, depletion and
amortization, by $59.2 million, $51.0 million and $12.6 million,
respectively, for the year ended December 31, 2001, and to and to reduce
mining revenue, operating costs and depreciation, depletion and
amortization by $12.1 million, $13.5 million and $4.4 million, respectively
for the nine months ended September 30, 2002 to reflect the pro forma sale
of the ▇▇▇▇▇-Cove mine to Newmont concurrent with the Combination.
2.12 To account for the repurchase by Omolon Gold Mining Company ("Omolon")
pursuant to purchase agreements with four of its Russian shareholders of
44.17% of its outstanding common shares and the cancellation of such
shares, as a result of which the Corporation will indirectly acquire an
additional 43.44% interest in Omolon. Following the closing of the share
repurchases, the Corporation will own, in the aggregate, 98.14% of Omolon.
The Corporation views this acquisition as "probable" since four Russian
shareholders who represent the 44.17% have entered into binding purchase
agreements. A "probable" acquisition may be defined as one that has
progressed to a state where a reasonable person would believe that the
likelihood of the acquisition being completed is high. The closing of each
of these four purchase agreements is expected to take place prior to
December 31, 2002. For further information on this transaction, please see
page A-2 under "Recent Developments".
The fair values of the assets and liabilities of the 43.44% interest in
Omolon and the preliminary allocation of the purchase consideration are shown
below, as if the acquisition had occurred on September 30, 2002. The
Corporation does not believe that the final purchase price allocation will
result in a materially different presentation than that shown below.
ACQUISITION OF
43.44% OF
OMOLON
---------------
Fair value of assets acquired by the Corporation:
Cash...................................................... $ 13.1
Accounts receivable....................................... 1.0
Inventories............................................... 16.6
Property, plant and equipment............................. 22.8
Other non-current assets.................................. 3.5
Less -- fair value of liabilities assumed by the
Corporation:
Accounts payable and accrued liabilities.................. (6.7)
Current portion of site restoration accruals.............. (1.6)
Long-term debt (including current portion)................ (2.2)
Site restoration obligations.............................. (1.6)
Minority interest......................................... (1.4)
------
Total cash consideration.................................... $ 43.5
======
Financed by:
Cash (including cash acquired -- $13.1 million)........... $ 27.6
Restricted cash........................................... 15.9
------
$ 43.5
======
Kinross will utilize the restricted cash in Omolon to partially finance the
acquisition of the Omolon shares as such cash will be released on closing of
the acquisition for this purpose.
In the event that Omolon cannot close the share purchase agreements and is
ultimately unsuccessful in the legal proceedings, Omolon could be required
to effectively repurchase 38.1% of the outstanding shares of Omolon for as
much as $67.0 million in order to settle the proceedings. There would be no
impact on future revenues of this potential adverse ruling, but future
dividends anticipated from Omolon would be reduced by the increased cost of
acquisition.
F-9
The following adjustments are recorded in the statements of operations for
the following periods to reflect the acquisition of 43.44% of Omolon as if it
had occurred effective January 1, 2001.
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- ------------
REVENUE
Mining revenue............................................ $38.9 $56.2
Interest and other income................................. (1.6) (2.8)
----- -----
37.3 53.4
----- -----
Expenses
Operating................................................. 16.0 29.0
Exploration............................................... 0.9 1.7
Depreciation, depletion and amortization.................. 9.8 16.9
Foreign exchange loss..................................... -- 0.4
Interest expense on long-term liabilities................. 0.2 1.7
----- -----
26.9 49.7
----- -----
Income before taxes......................................... 10.4 3.7
Provision for income and mining taxes....................... (3.6) (4.4)
Minority interests.......................................... (0.3) --
----- -----
Net (loss) income for the period............................ $ 6.5 $(0.7)
===== =====
Consistent with its accounting policies, the Corporation will commence
accounting for its investment in Omolon on a consolidated basis for both
Canadian and U.S. GAAP. After the closing of the share purchase agreements
and all pending lawsuits are withdrawn, Kinross will appoint the entire
board of directors of Omolon, the general director and all senior executive
officers of Omolon. Since a shareholder owning a 1.86% interest in a Russian
open joint stock company has limited rights as a minority shareholder under
Russian law, neither the Magadan State Property Committee, the only
remaining Russian shareholder, nor the Magadan Administration will have the
ability to exert control over or have substantive participation rights in
Omolon's operations in the future. As a consequence, Kinross will be able to
determine Omolon's strategic operating, investing and financial policies
without the cooperation of the minority shareholder.
Given the political, legal and economic uncertainties that exist in Russia,
the Corporation will continue to monitor its ability to determine Omolon's
strategic operating, investing and financing policies without the
cooperation of others. If the Corporation concludes that it no longer has
the ability to exercise the requisite control over Omolon, it will cease
consolidation and account for its investment in Omolon either on the equity
or cost basis, depending on its assessment of its level of control at that
time. The risks of operating in Russia are more fully disclosed in Note 21
to the 2001 audited financial statements of the Corporation.
2.13 To increase depreciation, depletion and amortization expense by $6.8
million for the year ended December 31, 2001 and $5.3 million for the nine
months ended September 30, 2002 as a result of the preliminary allocation
of the purchase price of the acquisition described in 2.12. The revised
depreciation, depletion and amortization is computed on a unit of
production basis, based on the Corporation's accounting policies and the
estimated mine life.
2.14 To record future tax liabilities of $34.9 million associated with the pro
forma adjustments resulting from the impact of the purchase accounting of
the acquisitions described in 2.1, 2.2 and 2.12 above. Future income taxes
in respect of these adjustments have been recorded at the statutory rate
that will be in force when the temporary differences reverse which are as
follows: Ontario mining tax -- 8%, Manitoba mining tax -- 18%, Russia
income tax -- 24% and Brazil income tax -- 34%. To record income tax
recoveries of $3.7 million for the year ended December 31, 2001 and $3.0
million for the nine months ended September 30, 2002. The rates used for
the pro forma condensed statement of operations are the enacted rates in
each of the taxing jurisdictions as follows: Canada -- 40%, USA -- 35%,
Chile -- 17%, Russia -- 24%, Brazil -- 34%, Ontario mining tax -- 12%,
Manitoba mining tax -- 18% and Nunavut mining tax -- 13%. For Canada and
the USA, no recognition was given to tax losses for purposes of the
calculation of current period tax expense and future tax liabilities.
2.15 To reflect a reduction in the common share capital of Kinross, which is
subject to shareholder approval, as required, at the special meeting which
will be held in connection with the combination. Kinross expects such
shareholder approval to be granted. For Canadian GAAP purposes, the
reduction in common share capital will result in a reduction in Kinross'
deficit of the same amount. For U.S. GAAP purposes, this reclassification
is not permitted and will require an increase in common share capital and
an increase in deficit of $746.7 million.
Conforming Adjustments
2.16 To decrease Echo Bay operating costs by $6.1 million for the year ended
December 31, 2001, and $2.0 million for the nine months ended September 30,
2002, to reflect the impact of expensing stripping costs as incurred, in
accordance with the Corporation's accounting policies.
2.17 To increase TVX operating costs by $4.0 million and reduce amortization by
$1.3 million for the year ended December 31, 2001, and increase operating
costs by $2.5 million for the nine months ended September 30, 2002, to
reflect the impact of expensing stripping costs as incurred, in accordance
with the Corporation's accounting policies.
F-10
3. COMMON SHAREHOLDERS' EQUITY AND COMMON SHARES
The components of the pro forma common shareholders' equity are:
PRO FORMA PRO FORMA
NOTES KINROSS TVX ECHO BAY ADJUSTMENTS CONSOLIDATED
----- -------- -------- -------- ----------- ------------
(Note 1) (Note 1) (Note 1) (Note 2)
Common share capital................................... $965.3 $641.5 $1,042.6 $1,567.4
2.1 -- -- -- 667.5
2.1 -- -- -- (641.5)
2.2 -- -- -- 669.9
2.2 -- -- -- (1,042.6)
2.4 -- -- -- 82.1
2.6 -- -- -- (70.7)
2.15 -- -- -- (746.7)
Common share purchase warrants and options............. -- -- -- -- 30.9
2.1 -- -- -- 2.5
2.2 -- -- -- 19.0
2.4 -- -- -- 9.4
Contributed surplus.................................... 12.9 36.3 -- -- 12.9
2.1 -- -- -- (36.3)
Equity component of convertible debentures............. 130.4 -- -- -- 130.4
Deficit................................................ (746.7) (452.2) (863.8) -- --
2.1 -- -- -- 452.2
2.2 -- -- -- 863.8
2.15 -- -- -- 746.7
Cumulative translation adjustments..................... (24.9) -- (27.7) -- (24.9)
2.2 -- -- -- 27.7
------ ------ -------- --------- --------
$337.0 $225.6 $ 151.1 $ 1,003.0 $1,716.7
====== ====== ======== ========= ========
The number of pro forma common shares outstanding after giving effect to the
transaction is:
Kinross..................................................... 358.4
TVX shares converted to equivalent Kinross shares........... 43.1 6.50 280.4
Echo Bay shares converted to equivalent Kinross shares...... 541.3 0.52 281.5
Echo Bay shares adjusted pursuant to 2.6.................... (57.1) 0.52 (29.7)
Kinross shares adjusted pursuant to 2.4..................... 50.0
-----
940.6
=====
4. ITEMS NOT ADJUSTED
The pro forma statements do not give effect to operating efficiencies, cost
savings and synergies that might result from the combination of the three
corporations, including potential cost savings at the corporate level and
potential synergies in exploration efforts.
5. PER SHARE INFORMATION
The pro forma net loss per common share in the amount of $(0.37) ($(1.11)
after the one for three consolidation) for the year ended December 31, 2001
and in the amount of $(0.20) ($(0.60) after the one for three consolidation)
for the nine months ended September 30, 2002 have been calculated using the
weighted average number of common shares of the Corporation outstanding
during the year ended December 31, 2001 and the nine months ended September
30, 2002, respectively, plus the additional common shares of the Corporation
that will be issued to acquire TVX and Echo Bay. The number of additional
shares was computed using the exchange ratios of 6.50 and .52, 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.
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- ------------
(millions of common shares)
Weighted average number of common shares of the Corporation
outstanding during the period............................. 354.5 313.4
Additional common shares issued to acquire TVX.............. 280.4 280.4
Additional common shares issued to acquire Echo Bay......... 251.8 251.8
Additional common shares issued pursuant to Kinross unit
issue (Note 2.4).......................................... 50.0 50.0
----- -----
936.7 895.6
===== =====
F-11
6. RECONCILIATION OF UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
FROM CANADIAN GAAP TO U.S. GAAP
The tables below set out the material adjustments to pro forma consolidated
net loss and shareholders' equity 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 20 of the Corporation's audited financial statements and Note 13 of
the Corporation's unaudited consolidated financial statements, Note 17 of
TVX's audited consolidated financial statements and Note 9 of TVX's unaudited
consolidated financial statements and Note 15 of Echo Bay's audited
consolidated financial statements and Note 10 of Echo Bay's interim
consolidated financial statements, all of which are included in this
circular.
RECONCILIATION OF PRO FORMA CONSOLIDATED NET LOSS
(amounts in millions of U.S. dollars)
NINE MONTHS YEAR
ENDED ENDED
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- ------------
PRO FORMA NET LOSS UNDER CANADIAN GAAP...................... $ (47.5) $(340.6)
ADJUSTMENTS FOR:
Write-down of property, plant and equipment under U.S.
GAAP(a)................................................. -- (49.9)
Reduction in depreciation, depletion and amortization
under U.S. GAAP(a)...................................... 8.1 8.9
Increase in convertible debenture interest(b)............. (7.8) (22.5)
Recognition of exchange gains (losses) on convertible
debentures(b)........................................... (0.1) 6.3
Change in market value of commodity and foreign exchange
derivative contracts(c)................................. (4.9) (8.4)
Reclassification of realized earnings related to
derivative contracts(f)................................. 1.0 (3.1)
Income tax recovery(e).................................... -- 3.7
Minority interests and participation rights(d)............ (1.1) 2.1
Kettle River exploration expense(g)....................... -- (2.2)
Kettle River amortization expense(g)...................... -- 2.1
Premium on flow through shares issued(i).................. 0.6 --
Loss on retirement of capital securities(j)............... 5.5 --
------- -------
PRO FORMA NET LOSS UNDER U.S. GAAP(j)....................... $ (46.2) $(403.6)
======= =======
RECONCILIATION OF PRO FORMA CONSOLIDATED SHAREHOLDERS' EQUITY
(amounts in millions of U.S. dollars)
AS AT
SEPTEMBER 30,
2002
-------------
PRO FORMA SHAREHOLDERS' EQUITY UNDER CANADIAN GAAP.......... $1,716.7
ADJUSTMENTS FOR:
Write-down of property, plant and equipment under U.S.
GAAP(a)................................................. (60.5)
Reduction in depreciation, depletion and amortization
under U.S. GAAP(a)...................................... 23.9
Convertible debentures(b)................................. (100.4)
Premium on flow through shares issued(i).................. (0.5)
Unrealized gains on marketable securities and long term
investments(h).......................................... 59.9
Change in market value of commodity and foreign exchange
derivative contracts(c)................................. (12.0)
Reduction in common share capital net of decrease in
deficit(k).............................................. --
--------
PRO FORMA SHAREHOLDERS' EQUITY UNDER U.S. GAAP.............. $1,627.1
========
(a) In connection with an impairment evaluation, property, plant and
equipment was written down to the fair value for the year ended
December 31, 2001. The adjustment of $49.9 million to the net loss in
the year ended December 31, 2001 comprises an increase to the writedown
of $51.2 million for TVX and a reduction in the writedown of $1.3
million for Echo Bay. 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 Canadian 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 decrease to shareholders' equity of $60.5 million arises
from applying the U.S. GAAP approach to writedowns recognized by
Kinross prior to January 1, 2001.
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 $6.0 million and
$2.1 million in the nine months ended September 30, 2002 for Kinross and
TVX, respectively, and $6.1 million and $2.8 million in the year ended
December 31, 2001 for Kinross and TVX, respectively. The adjustment of
$23.9 million to shareholders' equity represents the cumulative difference
created by applying this policy to Kinross property, plant and equipment
at September 30, 2002.
F-12
(b) Under Canadian 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 $7.8 million of which $3.2 million and
$4.6 million relates to Kinross and Echo Bay, respectively for the nine
months ended September 30, 2002. The increased interest expense
amounted to $22.5 million of which $4.1 million, $17.3 million and $1.1
million relates to Kinross, Echo Bay and TVX, respectively, for the
year ended December 31, 2001.
In addition, under Canadian 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, Canadian 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 Canadian GAAP. Adjustments to the net loss, to recognize the
unrealized exchange gains and (losses) amounts in Kinross are ($0.1)
million and $6.3 million for the nine months ended September 30, 2002
and the year ended December 31, 2001 respectively.
The adjustment of $100.4 million to the shareholders' equity relates to
Kinross.
(c) On January 1, 2001, FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 113), 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 ▇▇▇▇▇▇, 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
▇▇▇▇▇▇ are recognized in other income in the period incurred.
Under Canadian GAAP, unrealized gains, losses, revenues and expenses
associated with derivative financial instruments designated as ▇▇▇▇▇▇
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 $4.9 million is comprised of an
increase in fair value of derivative financial instruments in
designated hedging relationships of $0.1 million in respect of Kinross
and a decrease in fair value of $3.1 million and $1.9 million for TVX
and Echo Bay, respectively, in the nine months ended September 30,
2002, whereas the adjustment of $8.4 million in the year ended December
31, 2001 is comprised of $3.6 million, $0.8 million and $4.0 million
for Kinross, TVX and Echo Bay, respectively.
At September 30, 2002, $17.1 million of other comprehensive loss would
have been recognized and $5.8 million of deferred revenue would have
been reclassified as other comprehensive income ($3.6 million) and as a
decrease to the deficit ($2.2 million) under U.S. GAAP in respect of
Kinross derivative financial instruments.
(d) The effect of adjustments on minority interests and participation
rights made to TVX'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 Canadian GAAP.
(f) In accordance with Canadian GAAP, certain long-term foreign exchange
contracts are considered to be ▇▇▇▇▇▇ 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 $1.0 million relates to Echo Bay for the
nine months ended September 30,2002. The increase of $3.1 million to
the net loss for the year ended December 31, 2001 is comprised of $0.3
million and $2.8 million that relate to Kinross and Echo Bay,
respectively.
(g) The increase of $2.2 million and the decrease of $2.1 million to the
net loss in the year ended December 31, 2001 relate to Echo Bay's
Kettle River mine. Under Canadian GAAP, Echo Bay capitalized
development costs of $2.2 million in 2001 for the extension of the K --
2 deposit at the Kettle River mine. Under Canadian GAAP, Echo Bay also
expensed $2.1 million as amortization of these costs in 2001. The
reconciling difference arose because Canadian GAAP has lower standards
for determining whether mining costs are assets than the standards for
asset treatment under U.S. GAAP, resulting in lower earnings being
reported for U.S. GAAP. Under Canadian GAAP, these mining costs may be
capitalized; under U.S. GAAP, however, the expenditures would be
classified as exploration expense.
(h) Under Canadian GAAP, unrealized gains (losses) on long-term investments
and marketable securities are not recorded. Under U.S. GAAP, unrealized
gains (losses) on long-term investments and marketable securities that
are classified as available for sale are charged to comprehensive
income or loss in the current period. The adjustment of $59.9 million
as at September 30, 2002 represents the cumulative adjustment required
to comply with U.S. GAAP and relates to Kinross.
F-13
(i) Under Canadian income tax legislation, a company is permitted to issue
flow-through 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 Canadian 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 to comply with U.S. GAAP amounts to $0.6 million in the
nine month period ended September 30, 2002 and relates to Kinross.
Also, 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 equivalent under U.S. GAAP.
As at September 30, 2002 and December 31, 2001, unexpended
flow-through funds were $2.0 million and $4.6 million, respectively.
(j) In accordance with Canadian 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 $137.8 million relating to Echo Bay would be recorded as
an extraordinary expense item in 2002.
In accordance with Canadian GAAP, the gain on the conversion of the
Gold linked convertible notes of TVX was recorded as contributed
surplus. Under U.S. GAAP, this gain of $34.2 million would be recorded
as an extraordinary gain in 2001.
As both these items would be treated as extraordinary items under U.S.
GAAP, they have been excluded from the determination of the pro forma
net loss under U.S. GAAP in accordance with Rule 11-02 (a) of
Regulation S-X which requires to exclude extraordinary items from pro
forma financial information.
(k) To reflect a reduction in the common share capital of Kinross. For
Canadian GAAP purposes, the reduction in common share capital will
result in a reduction in Kinross' deficit of the same amount. For U.S.
GAAP purposes, this reclassification is not permitted and will require
an increase in common share capital and an increase in deficit of
$746.7 million.
F-14
KINROSS GOLD CORPORATION
INTERIM FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(expressed in millions of U.S. dollars) (unaudited)
AS AT AS AT
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- ------------
(restated -
Note 2)
ASSETS
Current assets
Cash and cash equivalents.............................. $ 84.5 $ 81.0
Restricted cash (Note 3)............................... 21.5 --
Accounts receivable and other assets................... 12.4 13.8
Inventories............................................ 39.4 42.4
Restricted bullion inventory (Note 11)................. 5.4 --
Marketable securities.................................. 0.3 1.5
------ ------
163.5 138.7
Property, plant and equipment (Note 5).................... 348.5 415.0
Long-term investments..................................... 11.9 12.9
Deferred charges and other assets......................... 8.5 11.0
------ ------
$532.4 $577.6
====== ======
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities............... $ 37.7 $ 31.0
Current portion of long-term debt...................... 23.3 33.1
Current portion of site restoration cost accruals...... 7.8 12.6
------ ------
68.8 76.7
Long-term debt............................................ 28.4 31.0
Site restoration cost accruals............................ 45.6 43.0
Future income and mining taxes............................ 3.3 3.3
Deferred revenue.......................................... 5.8 9.6
Other long-term liabilities............................... 5.7 6.0
Debt component of convertible debentures.................. 22.8 26.0
Redeemable retractable preferred shares................... 2.4 2.4
------ ------
182.8 198.0
------ ------
Convertible preferred shares of subsidiary company (Note
5)........................................................ 12.6 48.0
------ ------
COMMON SHAREHOLDERS' EQUITY
Common share capital...................................... 965.3 945.7
Contributed surplus....................................... 12.9 12.9
Equity component of convertible debentures................ 130.4 124.8
Deficit................................................... (746.7) (723.2)
Cumulative translation adjustments........................ (24.9) (28.6)
------ ------
337.0 331.6
------ ------
$532.4 $577.6
====== ======
F-15
KINROSS GOLD CORPORATION
INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30
(expressed in millions of U.S. dollars except per share amounts) (unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- ---------------------
2002 2001 2002 2001
------ ----------- ------ -----------
(restated - (restated -
Note 2) Note 2)
REVENUE
Mining revenue......................................... $ 56.5 $ 65.0 $184.5 $199.8
Interest and other income.............................. 6.0 1.5 13.7 6.9
▇▇▇▇-to-market loss on call options.................... (0.3) (2.8) (1.9) (0.4)
------ ------ ------ ------
62.2 63.7 196.3 206.3
------ ------ ------ ------
EXPENSES
Operating.............................................. 39.0 42.6 126.9 133.9
General and administrative............................. 3.2 2.0 8.0 7.6
Exploration and business development................... 2.4 1.9 6.5 6.3
Depreciation, depletion and amortization............... 19.9 21.3 61.3 64.4
Gain on sale of assets................................. (0.5) -- (2.0) --
Foreign exchange loss.................................. -- (0.6) 3.0 (0.2)
Interest expense on long-term liabilities.............. 1.2 1.9 4.0 6.5
------ ------ ------ ------
65.2 69.1 207.7 218.5
------ ------ ------ ------
(3.0) (5.4) (11.4) (12.2)
Share in loss of investee companies.................... (0.8) (0.2) (0.6) (0.9)
------ ------ ------ ------
Loss before taxes and dividends on convertible preferred
shares of subsidiary company........................... (3.8) (5.6) (12.0) (13.1)
Provision for income and mining taxes.................... (1.7) (1.3) (4.7) (1.4)
------ ------ ------ ------
Loss for the period before dividends on convertible
preferred shares of subsidiary company................. (5.5) (6.9) (16.7) (14.5)
Dividends on convertible preferred shares of subsidiary
company................................................ (0.3) (0.9) (1.3) (4.3)
------ ------ ------ ------
Net loss for the period.................................. (5.8) (7.8) (18.0) (18.8)
Increase in equity component of convertible debentures... (1.3) (1.9) (5.5) (5.7)
------ ------ ------ ------
Net loss attributable to common shares................... $ (7.1) $ (9.7) $(23.5) $(24.5)
====== ====== ====== ======
NET LOSS PER SHARE
Basic and diluted...................................... $(0.02) $(0.03) $(0.07) $(0.08)
Weighted average number common shares outstanding........ 358.3 322.3 354.5 308.5
Total outstanding and issued common shares at September
30..................................................... 358.4 328.1
F-16
KINROSS GOLD CORPORATION
INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMMON SHAREHOLDERS EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
(expressed in millions of U.S. dollars) (unaudited)
CUMULATIVE
COMMON CONTRIBUTED CONVERTIBLE TRANSLATION
SHARES SURPLUS DEBENTURES DEFICIT ADJUSTMENTS TOTAL
------ ----------- ----------- ------------ ----------- -------
(restated -
Note 2)
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-17
KINROSS GOLD CORPORATION
INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30
(expressed in millions of U.S. dollars) (unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- ---------------------
2002 2001 2002 2001
------ ----------- ------ -----------
(restated - (restated -
Note 2) Note 2)
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING
ACTIVITIES:
OPERATING:
Loss for the period before dividends on convertible
preferred shares of subsidiary company............... $ (5.5) $(6.9) $(16.7) $(14.5)
Items not affecting cash:
Depreciation, depletion and amortization............. 19.9 21.3 61.3 64.4
Deferred revenue realized............................ (1.3) (4.7) (3.8) (12.9)
Site restoration cost accruals....................... 0.8 0.4 2.3 1.2
Other................................................ (0.8) (0.7) (0.8) 0.1
------ ----- ------ ------
13.1 9.4 42.3 38.3
Proceeds on restructuring of gold forward sale
contracts............................................ -- -- -- 21.1
Site restoration cash expenditures...................... (2.4) (1.9) (5.0) (4.5)
Changes in non-cash working capital items
Accounts receivable and other assets................. 6.9 (0.9) 5.9 0.8
Inventories.......................................... (6.3) 3.4 (2.7) 8.1
Marketable securities................................ -- -- 2.5 --
Accounts payable and accrued liabilities............. 5.8 2.7 3.1 (4.1)
Effect of exchange rate changes on cash................. 0.4 (0.1) 2.4 (1.0)
------ ----- ------ ------
CASH FLOW PROVIDED FROM OPERATING ACTIVITIES.............. 17.5 12.6 48.5 58.7
------ ----- ------ ------
FINANCING:
Issuance of common shares, net.......................... 0.2 2.3 19.5 2.8
Acquisition of preferred shares of subsidiary company... -- -- (11.4) --
Reduction of debt component of convertible debentures... (1.3) (1.3) (3.8) (4.0)
Repayment of debt....................................... (0.2) (3.8) (12.4) (39.9)
------ ----- ------ ------
CASH FLOW USED IN FINANCING ACTIVITIES.................... (1.3) (2.8) (8.1) (41.1)
------ ----- ------ ------
INVESTING:
Additions to property, plant and equipment.............. (8.9) (9.2) (18.1) (25.3)
Long-term investments and other assets.................. 0.2 (0.2) 2.1 (2.6)
Proceeds from the sale of property, plant and
equipment............................................ 0.5 0.2 0.6 1.6
(Increase) decrease in restricted cash.................. (17.1) -- (21.5) 2.9
------ ----- ------ ------
CASH FLOW USED IN INVESTING ACTIVITIES.................... (25.3) (9.2) (36.9) (23.4)
------ ----- ------ ------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.......... (9.1) 0.6 3.5 (5.8)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD............ 93.6 71.4 81.0 77.8
------ ----- ------ ------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................. $ 84.5 $72.0 $ 84.5 $ 72.0
====== ===== ====== ======
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for: Interest $ 0.2 $ 1.7 $ 4.9 $ 8.6
Income taxes $ 2.1 $ 0.5 $ 3.7 $ 1.4
F-18
KINROSS GOLD CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
(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, 2001,
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 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, 2001.
2. NEW PRONOUNCEMENTS
Effective January 1, 2002, the Company 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 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
redeemed 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:
($ MILLIONS) 2001
------------------------------------------------------ -----
Increase in foreign exchange gain for the nine months ended
September 30, 2001........................................ $(0.8)
Decrease in net loss for the nine months ended September 30,
2001...................................................... $(0.8)
Decrease in deficit -- December 31, 2000.................... 2.2
Decrease in deficit -- December 31, 2001.................... 2.8
3. RESTRICTED CASH
The Company has $21.5 million of restricted cash, comprised of $15.9 million
of cash in Russia which was subject to a court ordered freeze at September
30, 2002 in response to a lawsuit against Omolon Gold Mining Company
("Omolon") by Russian shareholders (further explained in Note 11) and a
further $5.6 million securing outstanding letters of credit issued in excess
of the current credit facility.
4. 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. In the first nine months of 2002, the ▇▇▇▇-to-market
adjustments increased the liability by $1.9 million.
5. ACQUISITION OF CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY
During 2001, the Company acquired 945,000 convertible preferred shares of
subsidiary company with a carrying value of $48.9 million in exchange for
24,186,492 common shares of the Company 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.
The Company completed an equity offering in February 2002, and issued
23,000,000 common shares from treasury for gross proceeds before costs of
the issue of $19.5 million. The majority of funds raised were used to
complete a $16.00 per share cash tender offer for the Kinam Preferred Shares
owned by non-affiliated shareholders. On March 28, 2002, 652,992 Kinam
Preferred Shares were tendered under the cash tender offer and after
extending the offer an additional 17,730 Kinam Preferred Shares were
tendered on April 4, 2002, leaving 223,878 or 12.2% of the issued and
outstanding Kinam Preferred Shares held by non-affiliated shareholders. The
Kinam Preferred Shares tendered had a book value of $36.5 million and were
purchased by the Company for $10.7 million ($11.4 million including costs of
the tender offer). The $25.1 million difference in value associated with
these transactions was applied against the carrying value of certain
property, plant and equipment.
F-19
6. STOCK OPTIONS
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.
The Company's stock option plan is described in note 14 of the consolidated
financial statements for the year ended December 31, 2001. The Company has
elected not to use the fair value method of accounting for stock options. As
a result it 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, the pro forma net loss attributed to common
shares would have amounted to $23.4 million and pro forma EPS would have
remained at loss of $0.05 per share for the nine month period ended
September 30, 2002. The fair value of the options granted during the nine
month period ended September 30, 2002 is estimated to be $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
assumptions used for grants in the nine months period ended September 30,
2002: dividend yield of 0%, expected volatility of 65%, risk-free interest
rate of 4.1% 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 proforma earnings per share for the period.
7. SEGMENTED INFORMATION
The Company operates five gold mines: the Porcupine Joint Venture (49%
ownership interest), located in Ontario; Kubaka (54.7% ownership), located
in Russia; Fort ▇▇▇▇, located in Alaska, United States; Blanket, located in
Zimbabwe; and ▇▇▇▇▇▇▇ (50% ownership), located in Chile. As of December 31,
2001, the Company no longer consolidates the Zimbabwe operation as a result
of the political situation in that country. See Note 15 to the 2001 Kinross
Annual Report. In addition, the Company has an 88.2% interest in E-Crete, a
producer of aerated concrete, 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 the products and
services in each of the reportable segments, except for the corporate
activities, are essentially the same, 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.
REPORTABLE OPERATING SEGMENTS
----------------------------------------------------------------------
PORCUPINE
JOINT CORPORATE
VENTURE KUBAKA FORT ▇▇▇▇ BLANKET ▇▇▇▇▇▇▇ E-CRETE AND OTHER TOTAL
--------- ------ --------- ------- ------- ------- --------- ------
AS AT SEPTEMBER 30, 2002 AND
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2002: (b)
Mining revenue.............. $43.7 $47.1 $ 92.6 -- $ 3.0 $ -- $ (1.9) $184.5
Operating costs............. 27.9 20.6 72.8 -- 2.3 2.2 1.1 126.9
Interest revenue............ -- 0.2 -- -- -- -- 1.0 1.2
Interest expense............ -- 0.2 1.2 -- 0.1 0.4 2.1 4.0
Depreciation, depletion and
amortization.............. 13.0 13.9 37.1 -- -- 1.0 (3.7) 61.3
Segment profit (loss)....... 1.5 13.2 (19.4) -- 10.9 (3.3) (16.3) (13.4)
Segment assets.............. 84.0 61.4 279.9 -- 5.5 8.3 93.3(a) 532.4
Capital expenditures........ 5.0 0.1 12.0 -- -- 0.5 0.5 18.1
AS AT SEPTEMBER 30, 2001 AND
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2001: (b)
Mining revenue.............. $30.8 $47.3 $ 81.7 $ 9.7 $15.8 $ -- $ 14.5 $199.8
Operating costs............. 22.8 24.4 59.3 7.6 15.5 1.7 2.6 133.9
Interest revenue............ -- 1.0 -- 0.1 -- -- 2.4 3.5
Interest expense............ -- 0.9 2.9 -- 0.3 0.2 2.2 6.5
Depreciation, depletion and
amortization.............. 10.4 17.9 31.7 1.8 -- 0.3 2.3 64.4
Segment profit (loss)....... (2.2) 3.7 (12.5) 1.3 1.4 (2.2) (1.7) (12.2)
Segment assets.............. 87.2 93.5 331.5 10.9 7.0 8.2 67.0(a) 605.3
Capital expenditures........ 6.3 0.4 16.9 0.6 -- 0.4 0.7 25.3
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2002: (b)
Mining revenue.............. $13.8 $13.9 $ 29.6 -- $(0.1) $ -- $ (0.7) $ 56.5
Operating costs............. 11.0 5.6 20.8 -- 0.4 0.8 0.4 39.0
Interest revenue............ -- 0.1 -- -- -- -- 0.4 0.5
Interest expense............ -- -- 0.3 -- -- 0.2 0.7 1.2
Depreciation, depletion and
amortization.............. 4.3 4.1 13.8 -- -- 0.2 (2.5) 19.9
Segment profit (loss)....... (2.2) 4.7 (6.0) -- 4.3 (1.1) (3.2) (3.5)
Capital expenditures........ 1.0 -- 7.5 -- -- 0.1 0.3 8.9
F-20
REPORTABLE OPERATING SEGMENTS
----------------------------------------------------------------------
PORCUPINE
JOINT CORPORATE
VENTURE KUBAKA FORT ▇▇▇▇ BLANKET ▇▇▇▇▇▇▇ E-CRETE AND OTHER TOTAL
--------- ------ --------- ------- ------- ------- --------- ------
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2001: (b)
Mining revenue.............. $11.0 $17.1 $ 25.9 $ 4.0 $ 2.8 $ -- $ 4.2 $ 65.0
Operating costs............. 7.1 8.6 19.5 3.0 3.1 0.6 0.7 42.6
Interest revenue............ -- 0.2 -- 0.1 -- -- 0.4 0.7
Interest expense............ -- 0.2 0.8 -- 0.2 -- 0.7 1.9
Depreciation, depletion and
amortization.............. 3.2 5.9 12.3 0.6 -- 0.1 (0.8) 21.3
Segment profit (loss)....... 0.8 2.0 (7.2) 1.1 (0.4) (0.7) (1.0) (5.4)
Capital expenditures........ 1.9 -- 6.6 0.4 -- -- 0.3 9.2
---------------
(a) includes $78.9 million (2001 -- $51.9 million) in cash and cash equivalents
held at the Corporate level.
(b) includes Corporate and other non-core mining operations.
RECONCILIATION OF REPORTABLE OPERATING SEGMENT (LOSS) PROFIT TO NET LOSS FOR
THE PERIOD:
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- ---------------------
2002 2001 2002 2001
----- ----- ------ ------
Segment loss................................................ $(0.3) $(4.4) $ 2.9 $(10.5)
Add (deduct) items not included in segment (loss) profit:
Corporate and other....................................... (3.2) (1.0) (16.3) (1.7)
----- ----- ------ ------
(3.5) (5.4) (13.4) (12.2)
Gain on sale of assets...................................... 0.5 -- 2.0 --
Share loss of investee companies............................ (0.8) (0.2) (0.6) (0.9)
(Provision for) recovery of income taxes.................... (1.7) (1.3) (4.7) (1.4)
Dividends on convertible preferred shares of subsidiary
company................................................... (0.3) (0.9) (1.3) (4.3)
----- ----- ------ ------
Net loss for the period..................................... $(5.8) $(7.8) $(18.0) $(18.8)
===== ===== ====== ======
ENTERPRISE-WIDE DISCLOSURE:
Geographic information:
MINERAL
MINING REVENUE PROPERTIES, PLANT
------------------------------------------------- AND EQUIPMENT
THREE MONTHS NINE MONTHS ----------------------
ENDED ENDED AS AT
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
------------------- --------------------- ----------------------
2002 2001 2002 2001 2002 2001
----- ----- ------ ------ ------ -------
United States........................ $28.7 $28.8 $ 90.2 $ 92.3 $244.8 $ 298.7
Russia............................... 13.8 17.3 47.0 47.3 15.9 36.1
Chile................................ -- 2.7 3.1 16.1 -- --
Other................................ -- 3.9 -- 9.7 5.2 12.0
----- ----- ------ ------ ------ -------
Total foreign........................ 42.5 52.7 140.3 165.4 265.9 346.8
Canada............................... 14.0 12.3 44.2 34.4 82.6 90.6
----- ----- ------ ------ ------ -------
Total................................ $56.5 $65.0 $184.5 $199.8 $348.5 $ 437.4
===== ===== ====== ====== ====== =======
F-21
8. (LOSS) EARNINGS 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 in 2001. The calculation of
diluted earning per share assumes that employee stock options were exercised
at the beginning of the period, or time of issue, if later. Employee stock
options with an exercise price greater than the average market price of the
common shares were not included in the calculation of diluted earnings per
share as the effect is anti-dilutive. The average price of the common shares
during the nine month period was $2.614 (2001 -- $1.078).
2002 2001
------- -------
Weighted average number of common shares outstanding at
September 30th............................................ 354,489 308,456
Add: Options, warrants and participating securities as if
issued, exercised and outstanding at January 1st
Options................................................... 10,717 3,403
Restricted shares......................................... 2 --
Convertible debentures (a)................................ 14,651 14,651
Redeemable retractable preferred shares (b)............... 3,175 3,175
Convertible preferred shares of subsidiary company (c).... 1,086 4,340
------- -------
Weighted average number of common shares used for diluted
earnings per share........................................ 384,120 334,025
======= =======
---------------
(a) Convertible debentures -- $123.5 million (Cdn. $195.8 million) principal
issued and outstanding.
(b) Redeemable retractable preferred shares -- 384,613 shares issued and
outstanding.
(c) Convertible preferred shares of subsidiary company -- 223,878 shares
issued and outstanding to non-affiliated shareholders as at September
30, 2002.
9. 2001 FIGURES
Certain of the 2001 figures have been reclassified to conform to the 2002
presentation.
10. PORCUPINE JOINT VENTURE
Effective July 1, 2002, the Company formed a joint venture with a wholly
owned subsidiary of Placer Dome Inc. ("Placer"). The formation of the joint
venture combined the two companies gold mining operations in the Porcupine
district in Timmins, Ontario, Canada. The ownership of this unincorporated
joint venture is 51% by Placer and 49% by the Company. 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 contributed the Dome mine and mill and the Company contributed the
Hoyle Pond, Nighhawk Lake and Pamour mines, exploration properties in the
Porcupine district as well as the ▇▇▇▇ 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. The investment in the joint venture is being accounted
for under Canadian GAAP using proportionate consolidation. For U.S. GAAP
purposes, the Company has concluded it will account for this investment
using the equity method, but for purposes of presentation of U.S. GAAP
reconciliation information, the Company will rely on an accommodation
provided for in Item 17(c)(2)(vii) of Form 20-F, which permits a company
using the equity method for U.S. GAAP to omit disclosure of differences
arising from the use of proportionate consolidation under Canadian GAAP. The
Company qualifies for this accommodation on the basis that the joint venture
is an operating entity, the significant financial operating policies of
which are, by contractual arrangement, jointly controlled by both parties
having an equity interest in the joint venture.
11. RECENT DEVELOPMENTS IN RUSSIA
Two Russian shareholders and the Magadan Administration on behalf of a third
Russian shareholder have launched lawsuits against Omolon Gold Mining
Company ("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, 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 ▇▇▇▇▇ equivalent of approximately $47
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 continues to defend these lawsuits and its advised by
counsel that it has good defences available to it.
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 ▇▇▇▇▇ 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.
F-22
Certain bank accounts of Omolon containing the ▇▇▇▇▇ equivalent $22.1
million are currently under arrest pursuant to the court order. For a
description of the outstanding legal proceedings, see "Legal Proceedings --
Omolon Litigation" on page A-44. In order to resolve the pending lawsuits
and lift the court order, Omolon reached agreements in principle with the
Magadan Administration, representing itself and the two largest Russian
shareholders of Omolon. The agreements in principle provide that:
- Omolon will purchase up to 45.3% of its outstanding shares currently
held by its Russian shareholders for the ▇▇▇▇▇ equivalent of $45.4
million;
- each Russian shareholder will withdraw any pending lawsuits asserted
by it;
- the court order arresting the accounts will be lifted; and
- the purchase price for the shares to be paid by Omolon to each of the
selling shareholders will be sufficient to repay their "gold" loans.
On December 3, 2002, and in accordance with the agreements in principle,
Omolon entered into separate binding purchase agreements with four of its
five Russian shareholders (holding, in the aggregate, 44.17% of Omolon's
shares). The fifth Russian shareholder (which is not a party to any of the
pending lawsuits against Omolon) did not tender its shares to Omolon within
the prescribed period. Assuming that each of the four share purchase
agreements is implemented, the Company will own 98.14% of Omolon. As part of
the implementation of each of the share purchase agreements, all pending
lawsuits against Omolon will be withdrawn. The share purchase transactions
with the four participating Russian shareholders are expected to close by
December 31, 2002.
The Company believes that completion of the transactions contemplated by the
share purchase agreements is probable. A "probable" acquisition may be
defined as one that has progressed to a state where a reasonable person
would believe that the likelihood of the acquisition being completed is
high.
Consistent with its accounting policies, the Company will commence
accounting for its investment in Omolon on a consolidated basis for both
Canadian and U.S. GAAP. After the closing of the share purchase agreements
and all pending shareholder lawsuits are withdrawn, the Company will appoint
the entire board of directors of Omolon, the general director and all senior
executive officers of Omolon. Since a shareholder owning a 1.86% interest in
a Russian open joint stock company has limited rights as a minority
shareholder under Russian law, the Company does not expect that there will
be any significant influence exerted on Omolon's operations by the Magadan
State Property Committee, the only remaining Russian shareholder, or the
Magadan Administration over its operations in the future. As a consequence,
the Company believes that it will be able to determine Omolon's strategic
operating, investing and financial polices without the interference of the
minority shareholder.
Given the risks associated with the political, legal and economic
uncertainties that exist in Russia, the Company will continue to monitor its
ability to determine Omolon's strategic operating, investing and financing
policies without the cooperation of others. If the Company concludes that it
no longer has the ability to exercise the requisite control over Omolon, it
will cease consolidation and account for its investment in Omolon either on
the equity or cost basis, depending on its assessment of its level of
control at that time. The risks of operating in Russia are more fully
disclosed in Note 21 to the 2001 audited financial statements of the
Company.
12. BUSINESS COMBINATION WITH TVX AND ECHO BAY
On June 10, 2002, the Company, Echo Bay and TVX announced that they had
entered into an agreement providing for the proposed combination of the
companies. In a concurrent transaction, TVX agreed to acquire from Newmont
Mining Corporation the interest in the TVX Newmont Americas joint venture
that it does not already own. The combination is conditional upon the
completion of this purchase.
13. 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").
F-23
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, 2002
ELIMINATION ADDITIONAL REDUCTION UNREALIZED
RECOGNITION OF EFFECTS OF WRITEDOWN IN DEPRECIATION, GAINS ON
OF DEFERRED RECOGNITION OF PROPERTY, DEPLETION MARKETABLE
EXCHANGE OF EQUITY PLANT AND AND REVERSAL SECURITIES
GAINS ON COMPONENT EQUIPMENT AMORTIZATION OF 1991 AND
UNDER CONVERTIBLE OF CONVERTIBLE UNDER UNDER DEFICIT LONG-TERM
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP U.S. GAAP ELIMINATION INVESTMENTS
-------- ----------- -------------- ------------ ---------------- ----------- -----------
(A) (A) (B) (B) (C) (D)
ASSETS
Current assets
Cash and cash
equivalents........... $ 84.5 $ -- $ -- $ -- $ -- $ -- $ --
Restricted cash......... 21.5 -- -- -- -- -- --
Accounts receivable..... 12.4 -- -- -- -- -- --
Inventories............. 39.4 -- -- -- -- -- --
Restricted bullion
inventory............. 5.4 -- -- -- -- -- --
Marketable securities... 0.3 -- -- -- -- -- --
------ ------ ------- ------ ----- ----- -----
163.5 -- -- -- -- -- --
Property, plant and
equipment............... 348.5 -- -- (60.5) 23.9 -- --
Long-term investments..... 11.9 -- -- -- -- -- 59.9
Deferred charges and other
assets.................. 8.5 -- 0.1 -- -- -- --
------ ------ ------- ------ ----- ----- -----
$532.4 $ -- $ 0.1 $(60.5) $23.9 $ -- $59.9
====== ====== ======= ====== ===== ===== =====
LIABILITIES
Current liabilities
Accounts payable and
accrued liabilities..... $ 37.7 $ -- $ -- $ -- $ -- $ -- $ --
Current portion of long-
term debt............. 23.3 -- -- -- -- -- --
Current portion of site
restoration cost
accruals.............. 7.8 -- -- -- -- -- --
------ ------ ------- ------ ----- ----- -----
68.8 -- -- -- -- -- --
Long-term debt............ 28.4 -- -- -- -- -- --
Site restoration cost
accruals................ 45.6 -- -- -- -- -- --
Future income and mining
taxes................... 3.3 -- -- -- -- -- --
Deferred revenue.......... 5.8 -- -- -- -- -- --
Other long-term
liabilities............. 5.7 -- -- -- -- -- --
Debt component of
convertible
debentures.............. 22.8 -- 100.5 -- -- -- --
Redeemable retractable
preferred shares........ 2.4 -- -- -- -- -- --
------ ------ ------- ------ ----- ----- -----
182.8 -- 100.5 -- -- -- --
------ ------ ------- ------ ----- ----- -----
CONVERTIBLE PREFERRED
SHARES OF SUBSIDIARY
COMPANY................... 12.6 -- -- -- -- -- --
------ ------ ------- ------ ----- ----- -----
COMMON SHAREHOLDERS' EQUITY
Common share capital...... 965.3 -- -- -- -- 5.3 --
Contributed surplus....... 12.9 -- -- -- -- -- --
Equity component of
convertible
debentures.............. 130.4 (20.1) (110.3) -- -- -- --
Deficit................... (745.9) 20.1 9.9 (60.5) 23.9 (5.3) --
Cumulative translation
adjustments............. (24.9) -- -- -- -- -- --
Other comprehensive
income.................. -- -- -- -- -- -- 59.9
------ ------ ------- ------ ----- ----- -----
337.0 -- (100.4) (60.5) 23.9 -- 59.9
------ ------ ------- ------ ----- ----- -----
$532.4 $ -- $ 0.1 $(60.5) $23.9 $ -- $59.9
====== ====== ======= ====== ===== ===== =====
UNDER
RECLASSIFICATION U.S. GAAP
OF BEFORE TO
FLOW CUMULATIVE ADJUSTING ADJUST TO
SFAS THROUGH TRANSLATION TO EQUITY EQUITY UNDER
133 SHARES ADJUSTMENTS BASIS BASIS U.S. GAAP
------ ------- ---------------- --------- --------- ---------
(E) (F) (H) (I)
ASSETS
Current assets
Cash and cash
equivalents........... $ -- $(2.0) $ -- $ 82.5 $ -- $ 82.5
Restricted cash......... -- 2.0 -- 23.5 (15.9) 7.6
Accounts receivable..... -- -- -- 12.4 3.7 16.1
Inventories............. -- -- -- 39.4 (14.6) 24.8
Restricted bullion
inventory............. -- -- -- 5.4 (5.4) --
Marketable securities... -- -- -- 0.3 -- 0.3
------ ----- ------ ------ ------ ------
-- -- -- 163.5 (32.2) 131.3
Property, plant and
equipment............... -- -- -- 311.9 (13.8) 298.1
Long-term investments..... -- -- -- 71.8 40.4 112.2
Deferred charges and other
assets.................. -- -- -- 8.6 (4.2) 4.4
------ ----- ------ ------ ------ ------
$ -- $ -- $ -- $556.6 $ (9.8) $546.0
====== ===== ====== ====== ====== ======
LIABILITIES
Current liabilities
Accounts payable and
accrued liabilities..... $ 17.8 $ 0.5 $ -- $ 56.0 $ (3.3) $ 52.7
Current portion of long-
term debt............. -- -- -- 23.3 (2.6) 20.7
Current portion of site
restoration cost
accruals.............. -- -- -- 7.8 (1.9) 5.9
------ ----- ------ ------ ------ ------
17.8 0.5 -- 87.1 (7.8) 79.3
Long-term debt............ -- -- -- 28.4 -- 28.4
Site restoration cost
accruals................ -- -- -- 45.6 (2.0) 43.6
Future income and mining
taxes................... -- -- -- 3.3 -- 3.3
Deferred revenue.......... (5.8) -- -- -- -- --
Other long-term
liabilities............. -- -- -- 5.7 -- 5.7
Debt component of
convertible
debentures.............. -- -- -- 123.3 -- 123.3
Redeemable retractable
preferred shares........ -- -- -- 2.4 -- 2.4
------ ----- ------ ------ ------ ------
12.0 0.5 -- 295.8 (9.8) 286.0
------ ----- ------ ------ ------ ------
CONVERTIBLE PREFERRED
SHARES OF SUBSIDIARY
COMPANY................... -- -- -- 12.6 -- 12.6
------ ----- ------ ------ ------ ------
COMMON SHAREHOLDERS' EQUITY
Common share capital...... -- (1.1) -- 969.5 -- 969.5
Contributed surplus....... -- -- -- 12.9 -- 12.9
Equity component of
convertible
debentures.............. -- -- -- -- -- --
Deficit................... (3.8) 0.6 -- (761.8) -- (761.8)
Cumulative translation
adjustments............. -- -- 24.9 -- -- --
Other comprehensive
income.................. (8.2) -- (24.9) 26.8 -- 26.8
------ ----- ------ ------ ------ ------
(12.0) (0.5) -- 247.4 -- 247.4
------ ----- ------ ------ ------ ------
$ -- $ -- $ -- $555.8 $ (9.8) $546.0
====== ===== ====== ====== ====== ======
F-24
CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31, 2001
ELIMINATION ADDITIONAL REDUCTION UNREALIZED
RECOGNITION OF EFFECTS OF WRITEDOWN IN DEPRECIATION, GAINS ON
OF DEFERRED RECOGNITION OF PROPERTY, DEPLETION MARKETABLE
EXCHANGE OF EQUITY PLANT AND AND REVERSAL SECURITIES
GAINS ON COMPONENT EQUIPMENT AMORTIZATION OF 1991 AND
UNDER CONVERTIBLE OF CONVERTIBLE UNDER UNDER DEFICIT LONG-TERM
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP U.S. GAAP ELIMINATION INVESTMENTS
-------- ----------- -------------- ------------ ---------------- ----------- -----------
(A) (A) (B) (B) (C) (D)
ASSETS
Current assets
Cash and cash
equivalents............ $ 81.0 $ -- $ -- $ -- $ -- $ -- $ --
Restricted cash.......... -- -- -- -- -- -- --
Accounts receivable...... 13.8 -- -- -- -- -- --
Inventories.............. 42.4 -- -- -- -- -- --
Marketable securities.... 1.5 -- -- -- -- -- 0.3
------ ------ ------- ------ ----- ----- ----
138.7 -- -- -- -- -- 0.3
Property, plant and
equipment................ 415.0 -- -- (60.5) 17.9 -- --
Long-term investments...... 12.9 -- -- -- -- -- 4.6
Deferred charges and other
assets................... 11.0 -- 0.5 -- -- -- --
------ ------ ------- ------ ----- ----- ----
$577.6 $ -- $ 0.5 $(60.5) $17.9 $ -- $4.9
====== ====== ======= ====== ===== ===== ====
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... 28.1 -- 94.7 -- -- -- --
Redeemable retractable
preferred shares......... 3.1 -- -- -- -- -- --
------ ------ ------- ------ ----- ----- ----
200.8 -- 94.7 -- -- -- --
------ ------ ------- ------ ----- ----- ----
CONVERTIBLE PREFERRED SHARES
OF SUBSIDIARY COMPANY...... 48.0 -- -- -- -- -- --
------ ------ ------- ------ ----- ----- ----
COMMON SHAREHOLDERS' EQUITY
Common share capital....... 945.7 -- -- -- -- 5.3 --
Contributed surplus........ 12.9 -- -- -- -- -- --
Equity component of
convertible debentures... 124.8 (20.2) (104.6) -- -- -- --
Deficit.................... (726.0) 20.2 10.4 (60.5) 17.9 (5.3) --
Cumulative translation
adjustments.............. (28.6) -- -- -- -- -- --
Accumulated other
comprehensive income..... -- -- -- -- -- -- 4.9
------ ------ ------- ------ ----- ----- ----
328.8 -- (94.2) (60.5) 17.9 -- 4.9
------ ------ ------- ------ ----- ----- ----
$577.6 $ -- $ 0.5 $(60.5) $17.9 $ -- $4.9
====== ====== ======= ====== ===== ===== ====
RECLASSIFICATION UNDER
OF U.S. GAAP TO
FLOW CUMULATIVE BEFORE ADJUST TO UNDER
SFAS THROUGH TRANSLATION ADJUSTING TO EQUITY U.S.
133 SHARES ADJUSTMENTS EQUITY BASIS BASIS GAAP
---- ------- ---------------- ------------ ----------- -----------
(RESTATED-
(E) (F) (H) (J) (I) AND (J) NOTE 10(I))
ASSETS
Current assets
Cash and cash
equivalents............ $-- $(4.6) $ -- $ 76.4 $ (5.5) $ 70.9
Restricted cash.......... -- 4.6 -- 4.6 -- 4.6
Accounts receivable...... -- -- -- 13.8 5.7 19.5
Inventories.............. -- -- -- 42.4 (15.6) 26.8
Marketable securities.... -- -- -- 1.8 -- 1.8
---- ----- ----- ------ ------ ------
-- -- -- 139.0 (15.4) 123.6
Property, plant and
equipment................ -- -- -- 372.4 (26.9) 345.5
Long-term investments...... -- -- -- 17.5 32.4 49.9
Deferred charges and other
assets................... -- -- -- 11.5 (4.3) 7.2
---- ----- ----- ------ ------ ------
$-- $ -- $ -- $540.4 $(14.2) $526.2
==== ===== ===== ====== ====== ======
LIABILITIES
Current liabilities
Accounts payable and
accrued liabilities.... $4.6 $ 1.1 $ -- $ 36.7 $ (6.4) $ 30.3
Current portion of long-
term debt.............. -- -- -- 33.1 (4.2) 28.9
Current portion of site
restoration cost
accruals............... -- -- -- 12.6 (1.9) 10.7
---- ----- ----- ------ ------ ------
4.6 1.1 -- 82.4 (12.5) 69.9
Long-term debt............. -- -- -- 31.0 (0.2) 30.8
Site restoration cost
accruals................. -- -- -- 43.0 (1.5) 41.5
Future income and mining
taxes.................... -- -- -- 3.3 -- 3.3
Deferred revenue........... (9.6) -- -- -- -- --
Other long-term
liabilities.............. -- -- -- 6.0 -- 6.0
Debt component of
convertible debentures... -- -- -- 122.8 -- 122.8
Redeemable retractable
preferred shares......... -- -- -- 3.1 -- 3.1
---- ----- ----- ------ ------ ------
(5.0) 1.1 -- 291.6 (14.2) 277.4
---- ----- ----- ------ ------ ------
CONVERTIBLE PREFERRED SHARES
OF SUBSIDIARY COMPANY...... -- -- -- 48.0 -- 48.0
---- ----- ----- ------ ------ ------
COMMON SHAREHOLDERS' EQUITY
Common share capital....... -- (1.1) -- 949.9 -- 949.9
Contributed surplus........ -- -- -- 12.9 -- 12.9
Equity component of
convertible debentures... -- -- -- -- -- --
Deficit.................... (3.9) -- -- (747.2) -- (747.2)
Cumulative translation
adjustments.............. -- -- 28.6 -- -- --
Accumulated other
comprehensive income..... 8.9 -- (28.6) (14.8) -- (14.8)
---- ----- ----- ------ ------ ------
5.0 (1.1) -- 200.8 -- 200.8
---- ----- ----- ------ ------ ------
$-- $ -- $ -- $540.4 $(14.2) $526.2
==== ===== ===== ====== ====== ======
F-25
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
ELIMINATION ADDITIONAL
RECOGNITION OF EFFECTS OF WRITEDOWN REDUCTION
OF DEFERRED RECOGNITION OF PROPERTY, IN DEPRECIATION,
EXCHANGE OF EQUITY PLANT AND DEPLETION AND REVERSAL
GAINS ON COMPONENT EQUIPMENT AMORTIZATION OF 1991
UNDER CONVERTIBLE OF CONVERTIBLE UNDER UNDER DEFICIT
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP U.S. GAAP ELIMINATION
-------- ----------- -------------- ------------ ---------------- -----------
(A) (A) (B) (B) (C)
REVENUE
Mining revenue............... $184.5 $ -- $ -- $ -- $ -- $ --
Interest and other income.... 13.7 -- -- -- -- --
▇▇▇▇ to market gain (loss) on
call options............... (1.9) -- -- -- -- --
------ ----- ----- ----- ----- -----
196.3 -- -- -- -- --
------ ----- ----- ----- ----- -----
EXPENSES
Operating.................... 126.9 -- -- -- -- --
General and administrative... 8.0 -- -- -- -- --
Exploration.................. 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 -- -- --
Writedown of marketable
securities and long-term
investments................ -- -- -- -- -- --
Writedown of property, plant
and equipment.............. -- -- -- -- -- --
------ ----- ----- ----- ----- -----
207.7 0.1 3.2 -- (6.0) --
------ ----- ----- ----- ----- -----
(11.4) (0.1) (3.2) -- 6.0 --
Share in income (loss) of
investee companies........... (0.6) -- -- -- -- --
------ ----- ----- ----- ----- -----
LOSS 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 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 FOR THE PERIOD....... (18) (0.1) (3.2) -- 6.0 --
INCREASE IN EQUITY COMPONENT
OF CONVERTIBLE DEBENTURES.... (5.5) -- 5.5 -- -- --
------ ----- ----- ----- ----- -----
NET LOSS FOR THE PERIOD
ATTRIBUTABLE TO COMMON
SHAREHOLDERS................. $(23.5) $(0.1) $ 2.3 $ -- $ 6.0 $ --
====== ===== ===== ===== ===== =====
LOSS PER SHARE
Basic and diluted............. $(0.07)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
(MILLIONS)................... 354.5
UNREALIZED UNDER
GAINS ON RECLASSIFICATION U.S. GAAP
MARKETABLE OF BEFORE TO
SECURITIES AND FLOW CUMULATIVE ADJUSTING ADJUST TO UNDER
LONG-TERM SFAS THROUGH TRANSLATION TO EQUITY EQUITY U.S.
INVESTMENTS 133 SHARES ADJUSTMENTS BASIS BASIS GAAP
-------------- ---- ------- ---------------- --------- --------- ------
(D) (E) (F) (H) (I)
REVENUE
Mining revenue............... $ -- $-- $ -- $ -- $184.5 $(46.9) $137.6
Interest and other income.... -- 0.1 0.6 -- 14.4 2.0 16.4
▇▇▇▇ to market gain (loss) on
call options............... -- -- -- -- (1.9) -- (1.9)
----- ---- ---- ----- ------ ------ ------
-- 0.1 0.6 -- 197.0 (44.9) 152.1
----- ---- ---- ----- ------ ------ ------
EXPENSES
Operating.................... -- -- -- -- 126.9 (19.3) 107.6
General and administrative... -- -- -- -- 8.0 -- 8.0
Exploration.................. -- -- -- -- 6.5 (1.1) 5.4
Depreciation, depletion and
amortization............... -- -- -- -- 55.3 (11.8) 43.5
Gain on sale of assets....... -- -- -- -- (2.0) -- (2.0)
Foreign exchange loss........ -- -- -- -- 3.1 (0.1) 3.0
Interest expense on long-term
liabilities................ -- -- -- -- 7.2 (0.2) 7.0
Writedown of marketable
securities and long-term
investments................ -- -- -- -- -- -- --
Writedown of property, plant
and equipment.............. -- -- -- -- -- -- --
----- ---- ---- ----- ------ ------ ------
-- -- -- -- 205.0 (32.5) 172.5
----- ---- ---- ----- ------ ------ ------
-- 0.1 0.6 -- (8.0) (12.4) (20.4)
Share in income (loss) of
investee companies........... -- -- -- -- (0.6) 8.0 7.4
----- ---- ---- ----- ------ ------ ------
LOSS BEFORE TAXES AND
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........... -- 0.1 0.6 -- (8.6) (4.4) (13.0)
Provision for income and
mining taxes................. -- -- -- -- (4.7) 4.4 (0.3)
----- ---- ---- ----- ------ ------ ------
LOSS FOR THE PERIOD BEFORE
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........... -- 0.1 0.6 -- (13.3) -- (13.3)
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........... -- -- -- -- (1.3) -- (1.3)
----- ---- ---- ----- ------ ------ ------
NET LOSS FOR THE PERIOD....... -- 0.1 0.6 -- (14.6) -- (14.6)
INCREASE IN EQUITY COMPONENT
OF CONVERTIBLE DEBENTURES.... -- -- -- -- -- -- --
----- ---- ---- ----- ------ ------ ------
NET LOSS FOR THE PERIOD
ATTRIBUTABLE TO COMMON
SHAREHOLDERS................. $ -- $0.1 $0.6 $ -- $(14.6) $ -- $(14.6)
===== ==== ==== ===== ====== ====== ======
LOSS PER SHARE
Basic and diluted............. $(0.04)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
(MILLIONS)................... 354.5
F-26
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
ELIMINATION ADDITIONAL
RECOGNITION OF EFFECTS OF WRITEDOWN REDUCTION UNREALIZED
OF DEFERRED RECOGNITION OF PROPERTY, IN DEPRECIATION, GAINS ON
EXCHANGE OF EQUITY PLANT AND DEPLETION REVERSAL MARKETABLE
GAINS ON COMPONENT EQUIPMENT AND AMORTIZATION OF 1991 SECURITIES AND
UNDER CONVERTIBLE OF CONVERTIBLE UNDER UNDER DEFICIT LONG-TERM
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP U.S. GAAP ELIMINATION INVESTMENTS
-------- ----------- -------------- ------------ ---------------- ----------- --------------
(A) (A) (B) (B) (C) (D)
REVENUE
Mining revenue.......... $199.8 $ -- $ -- $ -- $ -- $ -- $ --
Interest and other
income................ 6.9 -- -- -- -- -- --
▇▇▇▇ to market gain
(loss) on call
options............... (0.4) -- -- -- -- -- --
------ ----- ----- ----- ---- ----- -----
206.3 -- -- -- -- -- --
------ ----- ----- ----- ---- ----- -----
EXPENSES
Operating............... 133.9 -- -- -- -- -- --
General and
administrative........ 7.6 -- -- -- -- -- --
Exploration............. 6.3 -- -- -- -- -- --
Depreciation, depletion
and amortization...... 64.4 -- -- -- (1.3) -- --
Gain on sale of
assets................ -- -- -- -- -- -- --
Foreign exchange (loss)
gain.................. (0.2) (5.7) -- -- -- -- --
Interest expense on
long-term
liabilities........... 6.5 -- 4.0 -- -- -- --
Writedown of marketable
securities and
long-term
investments........... -- -- -- -- -- -- --
Writedown of property,
plant and equipment... -- -- -- -- -- -- --
------ ----- ----- ----- ---- ----- -----
218.5 (5.7) 4.0 -- (1.3) -- --
------ ----- ----- ----- ---- ----- -----
(12.2) 5.7 (4.0) -- 1.3 -- --
Share in loss of
investee companies.... (0.9) -- -- -- -- -- --
------ ----- ----- ----- ---- ----- -----
LOSS BEFORE TAXES AND
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY...... (13.1) 5.7 (4.0) -- 1.3 -- --
Provision for income and
mining taxes............ (1.4) -- -- -- -- -- --
------ ----- ----- ----- ---- ----- -----
LOSS FOR THE PERIOD
BEFORE DIVIDENDS ON
CONVERTIBLE PREFERRED
SHARES OF SUBSIDIARY
COMPANY................. (14.5) 5.7 (4.0) -- 1.3 -- --
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY...... (4.3) -- -- -- -- -- --
------ ----- ----- ----- ---- ----- -----
NET LOSS FOR THE
PERIOD.................. (18.8) 5.7 (4.0) -- 1.3 -- --
INCREASE IN EQUITY
COMPONENT OF CONVERTIBLE
DEBENTURES.............. (5.7) -- 5.7 -- -- -- --
------ ----- ----- ----- ---- ----- -----
NET LOSS FOR THE PERIOD
ATTRIBUTABLE TO COMMON
SHAREHOLDERS............ $(24.5) $ 5.7 $ 1.7 $ -- $1.3 $ -- $ --
====== ===== ===== ===== ==== ===== =====
LOSS PER SHARE
Basic and diluted........ $(0.08)
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING
(MILLIONS).............. 328.1
UNDER
U.S.
GAAP
RECLASSIFICATION BEFORE
FLOW OF CUMULATIVE ADJUSTING TO
THROUGH TRANSLATION TO EQUITY ADJUST TO UNDER
SFAS 133 SHARES ADJUSTMENTS BASIS EQUITY BASIS U.S. GAAP
-------- ------- ---------------- --------- ------------ -----------
(E) (F) (H) (I)
REVENUE
Mining revenue.......... $ -- $ -- $ -- $ 199.8 $(46.5) $153.3
Interest and other
income................ (9.1) -- -- (2.2) 1.2 (1.0)
▇▇▇▇ to market gain
(loss) on call
options............... -- -- -- (0.4) -- (0.4)
----- ----- ----- ------- ------ ------
(9.1) -- -- 197.2 (45.3) 151.9
----- ----- ----- ------- ------ ------
EXPENSES
Operating............... -- -- -- 133.9 (23.3) 110.6
General and
administrative........ -- -- -- 7.6 -- 7.6
Exploration............. -- -- -- 6.3 (1.8) 4.5
Depreciation, depletion
and amortization...... -- -- -- 63.1 (15.3) 47.8
Gain on sale of
assets................ -- -- -- -- -- --
Foreign exchange (loss)
gain.................. -- -- -- (5.9) (0.2) (6.1)
Interest expense on
long-term
liabilities........... -- -- -- 10.5 (3.2) 7.3
Writedown of marketable
securities and
long-term
investments........... -- -- -- -- -- --
Writedown of property,
plant and equipment... -- -- -- -- -- --
----- ----- ----- ------- ------ ------
-- -- -- 215.5 (43.8) 171.7
----- ----- ----- ------- ------ ------
(9.1) -- -- (18.3) (1.5) (19.8)
Share in loss of
investee companies.... -- -- -- (0.9) (1.3) (2.2)
----- ----- ----- ------- ------ ------
LOSS BEFORE TAXES AND
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY...... (9.1) -- -- (19.2) (2.8) (22.0)
Provision for income and
mining taxes............ -- -- -- (1.4) 2.8 1.4
----- ----- ----- ------- ------ ------
LOSS FOR THE PERIOD
BEFORE DIVIDENDS ON
CONVERTIBLE PREFERRED
SHARES OF SUBSIDIARY
COMPANY................. (9.1) -- -- (20.6) -- (20.6)
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY...... -- -- -- (4.3) -- (4.3)
----- ----- ----- ------- ------ ------
NET LOSS FOR THE
PERIOD.................. (9.1) -- -- (24.9) -- (24.9)
INCREASE IN EQUITY
COMPONENT OF CONVERTIBLE
DEBENTURES.............. -- -- -- -- -- --
----- ----- ----- ------- ------ ------
NET LOSS FOR THE PERIOD
ATTRIBUTABLE TO COMMON
SHAREHOLDERS............ $(9.1) $ -- $ -- $ (24.9) $ -- $(24.9)
===== ===== ===== ======= ====== ======
LOSS PER SHARE
Basic and diluted........ $(0.08)
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING
(MILLIONS).............. 328.1
F-27
Statement of Operations Presentation: Revenue would exclude the items
"interest and other income" and "▇▇▇▇ to market gain (loss) on call options".
Accordingly, "mining revenue" would be the only category presented within
revenue on the statement of operations under U.S. GAAP.
For U.S. GAAP presentation purposes, the measure "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 "loss before taxes and dividends on
convertible preferred shares of subsidiary company" to "loss from
operations".
NINE MONTHS ENDED
SEPTEMBER 30
--------------------
2002 2001
------ ------
Loss before taxes and dividends on convertible preferred
shares of subsidiary company.............................. $(13.0) $(22.0)
Add (deduct):
Interest and other income................................... (16.4) 1.0
▇▇▇▇ to market loss on call options......................... 1.9 0.4
Interest expense on long-term liabilities................... 7.0 7.3
Share in loss (income) of investee companies................ (7.4) 2.2
------ ------
Loss from operations for U.S. GAAP.......................... $(27.9) $(11.1)
====== ======
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 loss are as follows:
NINE MONTHS ENDED
SEPTEMBER 30
---------------------
2002 2001
----- ------
Interest and other income................................... $16.4 $ (1.0)
▇▇▇▇ to market loss on call options......................... (1.9) (0.4)
Interest expense on long-term liabilities................... (7.0) (7.3)
Dividends on convertible preferred shares of subsidiary
company................................................... (1.3) (4.3)
----- ------
Non-operating income (loss) for U.S. GAAP................... $ 6.2 $(13.0)
===== ======
F-28
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
ELIMINATION ADDITIONAL REDUCTION
RECOGNITION OF EFFECTS OF WRITEDOWN IN DEPRECIATION,
OF DEFERRED RECOGNITION OF PROPERTY, DEPLETION
EXCHANGE OF EQUITY PLANT AND AND REVERSAL
UNDER GAINS ON COMPONENT EQUIPMENT AMORTIZATION OF 1991
CDN CONVERTIBLE OF CONVERTIBLE UNDER UNDER DEFICIT
GAAP DEBENTURES DEBENTURES U.S. GAAP U.S. GAAP ELIMINATION
------ ----------- -------------- ------------ ---------------- -----------
(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.......................... $(16.7) $(0.1) $(3.2) $ -- $ 6.0 $ --
Items not affecting cash:
Depreciation, depletion and
amortization.................... 61.3 -- -- -- (6.0) --
Writedown of property, plant and
equipment....................... -- -- -- -- -- --
Writedown of marketable
securities and long-term
investments..................... -- -- -- -- -- --
Gain on sale of assets........... (2.0) -- -- -- -- --
Foreign exchange on convertible
debt............................ 0.6 -- -- -- -- --
Future income and mining taxes... -- -- -- -- -- --
Deferred revenue realized........ (3.8) -- -- -- -- --
Site restoration cost accruals... 2.3 -- -- -- -- --
Share in loss of investee
companies....................... 0.6 -- -- -- -- --
Interest on convertible
debentures...................... -- -- -- -- -- --
Unrealized foreign exchange gains
on convertible debentures....... -- 0.1 -- -- -- --
------ ----- ----- ----- ----- -----
42.3 -- (3.2) -- -- --
Proceeds on restructuring of gold
forward sales contracts.......... -- -- -- -- -- --
Site restoration cash
expenditures..................... (5.0) -- -- -- -- --
Changes in non-cash working capital
items
Accounts receivable.............. 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 -- (3.2) -- -- --
------ ----- ----- ----- ----- -----
FINANCING:
Issuance (repurchase) of common
shares, net...................... 19.5 -- -- -- -- --
Acquisition of preferred shares of
subsidiary company............... (11.4) -- -- -- -- --
Reduction of debt component of
convertible debentures........... (3.8) -- 3.2 -- -- --
Repayment of debt.................. (12.4) -- -- -- -- --
Dividends on convertible preferred
shares of subsidiary company..... -- -- -- -- -- --
------ ----- ----- ----- ----- -----
CASH FLOW USED IN FINANCING
ACTIVITIES......................... (8.1) -- 3.2 -- -- --
------ ----- ----- ----- ----- -----
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 -- -- -- -- --
Decrease (increase) in restricted
cash............................. (21.5) -- -- -- -- --
------ ----- ----- ----- ----- -----
CASH FLOW USED IN INVESTING
ACTIVITIES......................... (36.9) -- -- -- -- --
------ ----- ----- ----- ----- -----
INCREASE (DECREASE) 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 $ -- $ -- $ -- $ -- $ --
====== ===== ===== ===== ===== =====
UNREALIZED UNDER
GAINS ON U.S.
MARKETABLE RECLASSIFICATION GAAP
SECURITIES OF BEFORE TO
AND FLOW CUMULATIVE ADJUSTING ADJUST TO
LONG-TERM THROUGH TRANSLATION TO EQUITY EQUITY UNDER
INVESTMENTS SFAS 133 SHARES ADJUSTMENTS BASIS BASIS U.S. GAAP
----------- ------------ ------- ---------------- --------- --------- ---------
(D) (E) (F) (H) (I)
NET INFLOW (OUTFLOW) OF CASH RELATED
TO THE FOLLOWING ACTIVITIES:
OPERATING:
Loss for the period before
dividends on convertible
preferred shares of subsidiary
company.......................... $ -- $ 0.1 $ 0.6 $ -- $ (13.3) $ -- $(13.3)
Items not affecting cash:
Depreciation, depletion and
amortization.................... -- -- -- -- 55.3 (11.8) 43.5
Writedown of property, plant and
equipment....................... -- -- -- -- -- -- --
Writedown of marketable
securities and long-term
investments..................... -- -- -- -- -- -- --
Gain on sale of assets........... -- -- -- -- (2.0) -- (2.0)
Foreign exchange on convertible
debt............................ -- -- -- -- 0.6 -- 0.6
Future income and mining taxes... -- -- -- -- -- -- --
Deferred revenue realized........ -- (0.1) -- -- (3.9) -- (3.9)
Site restoration cost accruals... -- -- -- -- 2.3 (0.5) 1.8
Share in loss of investee
companies....................... -- -- -- -- 0.6 (8.0) (7.4)
Interest on convertible
debentures...................... -- -- -- -- -- -- --
Unrealized foreign exchange gains
on convertible debentures....... -- -- -- -- 0.1 -- 0.1
----- ----- ----- ----- ------- ------ ------
-- -- 0.6 -- 39.7 (20.3) 19.4
Proceeds on restructuring of gold
forward sales contracts.......... -- -- -- -- -- -- --
Site restoration cash
expenditures..................... -- -- -- -- (5.0) -- (5.0)
Changes in non-cash working capital
items
Accounts receivable.............. -- -- -- -- 5.9 2.0 7.9
Inventories...................... -- -- -- -- (2.7) 3.0 0.3
Marketable securities............ -- -- -- -- 2.5 -- 2.5
Accounts payable and accrued
liabilities..................... -- -- (0.6) -- 2.5 3.1 5.6
Effect of exchange rate changes on
cash............................. -- -- -- -- 2.4 -- 2.4
----- ----- ----- ----- ------- ------ ------
CASH FLOW PROVIDED FROM OPERATING
ACTIVITIES......................... -- -- -- -- 45.3 (12.2) 33.1
----- ----- ----- ----- ------- ------ ------
FINANCING:
Issuance (repurchase) of common
shares, net...................... -- -- -- -- 19.5 -- 19.5
Acquisition of preferred shares of
subsidiary company............... -- -- -- -- (11.4) -- (11.4)
Reduction of debt component of
convertible debentures........... -- -- -- -- (0.6) -- (0.6)
Repayment of debt.................. -- -- -- -- (12.4) 1.8 (10.6)
Dividends on convertible preferred
shares of subsidiary company..... -- -- -- -- -- -- --
----- ----- ----- ----- ------- ------ ------
CASH FLOW USED IN FINANCING
ACTIVITIES......................... -- -- -- -- (4.9) 1.8 (3.1)
----- ----- ----- ----- ------- ------ ------
INVESTING:
Additions to property, plant and
equipment........................ -- -- -- -- (18.1) 0.1 (18.0)
Business acquisitions, net of cash
acquired......................... -- -- -- -- -- -- --
Long-term investments and other
assets........................... -- -- -- -- 2.1 (0.1) 2.0
Proceeds from the sale of property,
plant and equipment.............. -- -- -- -- 0.6 -- 0.6
Decrease (increase) in restricted
cash............................. -- -- 2.6 -- (18.9) 15.9 (3.0)
----- ----- ----- ----- ------- ------ ------
CASH FLOW USED IN INVESTING
ACTIVITIES......................... -- -- 2.6 -- (34.3) 15.9 (18.4)
----- ----- ----- ----- ------- ------ ------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS........................ -- -- 2.6 -- 6.1 5.5 11.6
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR............................ -- -- (4.6) -- 76.4 (5.5) 70.9
----- ----- ----- ----- ------- ------ ------
CASH AND CASH EQUIVALENTS, END OF
PERIOD............................. $ -- $ -- $(2.0) $ -- $ 82.5 $ -- $ 82.5
===== ===== ===== ===== ======= ====== ======
F-29
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
ELIMINATION ADDITIONAL REDUCTION
RECOGNITION OF EFFECTS OF WRITEDOWN IN DEPRECIATION,
OF DEFERRED RECOGNITION OF PROPERTY, DEPLETION
EXCHANGE OF EQUITY PLANT AND AND REVERSAL
GAINS ON COMPONENT EQUIPMENT AMORTIZATION OF 1991
UNDER CONVERTIBLE OF CONVERTIBLE UNDER UNDER DEFICIT
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP U.S. GAAP ELIMINATION
-------- ----------- -------------- ------------ ---------------- -----------
(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................. $ (14.5) $ 5.7 $(4.0) $ -- $ 1.3 $ --
Items not affecting cash:
Depreciation, depletion and
amortization...................... 64.4 -- -- -- (1.3) --
Writedown of property, plant and
equipment......................... -- -- -- -- -- --
Interest expense on long-term
liabilities....................... -- -- -- -- -- --
Gain on sale of assets............. -- -- -- -- -- --
Foreign exchange on convertible
debt.............................. (0.8) -- -- -- -- --
Future income and mining taxes..... -- -- -- -- -- --
Deferred revenue realized.......... (12.9) -- -- -- -- --
Site restoration cost accruals..... 1.2 -- -- -- -- --
Share in loss of investee
companies......................... 0.9 -- -- -- -- --
Interest on convertible
debentures........................ -- -- -- -- -- --
Unrealized foreign exchange gains
on convertible debentures......... -- (5.7) -- -- -- --
------- ----- ----- ----- ----- -----
38.3 -- (4.0) -- -- --
Proceeds on restructuring of gold
forward sales contracts............ 21.1 -- -- -- -- --
Site restoration cash expenditures... (4.5) -- -- -- -- --
Changes in non-cash working capital
items
Accounts receivable................ 0.8 -- -- -- -- --
Inventories........................ 8.1 -- -- -- -- --
Marketable securities.............. -- -- -- -- -- --
Accounts payable and accrued
liabilities....................... (4.1) -- -- -- -- --
Effect of exchange rate changes on
cash............................... (1.0) -- -- -- -- --
------- ----- ----- ----- ----- -----
CASH FLOW PROVIDED FROM OPERATING
ACTIVITIES........................... 58.7 -- (4.0) -- -- --
------- ----- ----- ----- ----- -----
FINANCING:
Issuance (repurchase) of common
shares, net........................ 2.8 -- -- -- -- --
Reduction of debt component of
convertible debentures............. (4.0) -- 4.0 -- -- --
Repayment of debt.................... (39.9) -- -- -- -- --
Dividends on convertible preferred
shares of subsidiary company....... -- -- -- -- -- --
------- ----- ----- ----- ----- -----
CASH FLOW USED IN FINANCING
ACTIVITIES........................... (41.1) -- 4.0 -- -- --
------- ----- ----- ----- ----- -----
INVESTING:
Additions to property, plant and
equipment.......................... (25.3) -- -- -- -- --
Business acquisitions, net of cash
acquired........................... -- -- -- -- -- --
Long-term investments and other
assets............................. (2.6) -- -- -- -- --
Proceeds from the sale of property,
plant and equipment................ 1.6 -- -- -- -- --
Decrease (increase) in restricted
cash............................... 2.9 -- -- -- -- --
------- ----- ----- ----- ----- -----
CASH FLOW USED IN INVESTING
ACTIVITIES........................... (23.4) -- -- -- -- --
------- ----- ----- ----- ----- -----
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.......................... (5.8) -- -- -- -- --
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR.............................. 77.8 -- -- -- -- --
------- ----- ----- ----- ----- -----
CASH AND CASH EQUIVALENTS, END OF
PERIOD............................... $ 72.0 $ -- $ -- $ -- $ -- $ --
======= ===== ===== ===== ===== =====
UNREALIZED UNDER
GAINS ON U.S.
MARKETABLE RECLASSIFICATION GAAP
SECURITIES OF BEFORE TO
AND FLOW CUMULATIVE ADJUSTING ADJUST TO
LONG-TERM THROUGH TRANSLATION TO EQUITY EQUITY UNDER
INVESTMENTS SFAS 133 SHARES ADJUSTMENTS BASIS BASIS U.S. GAAP
----------- ------------ ------- ---------------- --------- --------- ---------
(D) (E) (F) (H) (I)
NET INFLOW (OUTFLOW) OF CASH RELATED
TO THE FOLLOWING ACTIVITIES:
OPERATING:
Loss for the period before dividends
on convertible preferred shares of
subsidiary company................. $ -- $(9.1) $ -- $ -- $ (20.6) $ -- $ (20.6)
Items not affecting cash:
Depreciation, depletion and
amortization...................... -- -- -- -- 63.1 (15.3) 47.8
Writedown of property, plant and
equipment......................... -- -- -- -- -- -- --
Interest expense on long-term
liabilities....................... -- -- -- -- -- -- --
Gain on sale of assets............. -- -- -- -- -- -- --
Foreign exchange on convertible
debt.............................. -- -- -- -- (0.8) -- (0.8)
Future income and mining taxes..... -- -- -- -- -- -- --
Deferred revenue realized.......... -- 9.1 -- -- (3.8) -- (3.8)
Site restoration cost accruals..... -- -- -- -- 1.2 (0.2) 1.0
Share in loss of investee
companies......................... -- -- -- -- 0.9 1.3 2.2
Interest on convertible
debentures........................ -- -- -- -- -- -- --
Unrealized foreign exchange gains
on convertible debentures......... -- -- -- -- (5.7) -- (5.7)
----- ----- ----- ----- ------- ------- -------
-- -- -- -- 34.3 (14.2) 20.1
Proceeds on restructuring of gold
forward sales contracts............ -- -- -- -- 21.1 -- 21.1
Site restoration cash expenditures... -- -- -- -- (4.5) -- (4.5)
Changes in non-cash working capital
items
Accounts receivable................ -- -- -- -- 0.8 0.8 1.6
Inventories........................ -- -- -- -- 8.1 (1.6) 6.5
Marketable securities.............. -- -- -- -- -- -- --
Accounts payable and accrued
liabilities....................... -- -- -- -- (4.1) 2.4 (1.7)
Effect of exchange rate changes on
cash............................... -- -- -- -- (1.0) -- (1.0)
----- ----- ----- ----- ------- ------- -------
CASH FLOW PROVIDED FROM OPERATING
ACTIVITIES........................... -- -- -- -- 54.7 (12.6) 42.1
----- ----- ----- ----- ------- ------- -------
FINANCING:
Issuance (repurchase) of common
shares, net........................ -- -- -- -- 2.8 -- 2.8
Reduction of debt component of
convertible debentures............. -- -- -- -- -- -- --
Repayment of debt.................... -- -- -- -- (39.9) 15.2 (24.7)
Dividends on convertible preferred
shares of subsidiary company....... -- -- -- -- -- -- --
----- ----- ----- ----- ------- ------- -------
CASH FLOW USED IN FINANCING
ACTIVITIES........................... -- -- -- -- (37.1) 15.2 (21.9)
----- ----- ----- ----- ------- ------- -------
INVESTING:
Additions to property, plant and
equipment.......................... -- -- -- -- (25.3) 0.4 (24.9)
Business acquisitions, net of cash
acquired........................... -- -- -- -- -- -- --
Long-term investments and other
assets............................. -- -- -- -- (2.6) -- (2.6)
Proceeds from the sale of property,
plant and equipment................ -- -- -- -- 1.6 -- 1.6
Decrease (increase) in restricted
cash............................... -- -- (0.8) -- 2.1 -- (2.1)
----- ----- ----- ----- ------- ------- -------
CASH FLOW USED IN INVESTING
ACTIVITIES........................... -- -- (0.8) -- (24.2) 0.4 (23.8)
----- ----- ----- ----- ------- ------- -------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.......................... -- -- (0.8) -- (6.6) 3.0 (3.6)
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR.............................. -- -- (1.4) -- 76.4 (17.3) 59.1
----- ----- ----- ----- ------- ------- -------
CASH AND CASH EQUIVALENTS, END OF
PERIOD............................... $ -- $ -- $(2.2) $ -- $ 69.8 $ (14.3) $ 55.5
===== ===== ===== ===== ======= ======= =======
F-30
Consolidated statements of cash flows presented in accordance with U.S. GAAP
would require the following changes from a consolidated statements of cash
flows presented in accordance with Canadian GAAP.
(1) A sub-total within the "cash flows provided from operating activities"
sub-section is not permitted and therefore the reader should disregard
the sub-totals $19.4 million and $20.1 million for the nine month
period ended September 30, 2002 and 2001, respectively.
(2) 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".
(3) 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 Canadian GAAP, the interest expense is
classified as a financing activity.
(4) 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 income under U.S. GAAP are as follows:
NINE MONTHS ENDED
SEPTEMBER 30
--------------------
2002 2001
------ ------
Net (loss) income for the period under U.S. GAAP............ $(14.6) $(24.9)
Change in currency translation adjustments.................. 3.7 (5.5)
Change in unrealized (losses) gains on marketable securities
and long-term investments(d).............................. 55.0 (0.2)
Change in fair value of derivatives under SFAS 133(c)....... (17.1) 9.7
------ ------
Comprehensive income under U.S. GAAP........................ $ 27.0 $(20.9)
====== ======
(a) Under CDN GAAP, the convertible debentures 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 $123.3 million and $122.8 million at September 30, 2002
and December 31, 2001 respectively, is treated as debt with interest
expense based on the coupon rate of 5.5%.
In addition, under CDN GAAP, the unrealized foreign exchange gains on
the CDN dollar denominated debentures are deferred and amortized over
the term of the debentures. Effective January 1, 2002, CDN GAAP will no
longer permit the deferral of unrealized foreign exchange gains and
losses on the debt component of the debentures. Under U.S. GAAP, these
gains are recognized in income currently along with exchange gains
related to the portion of the convertible debentures included in equity
under CDN GAAP.
(b) As a result of applying SFAS No. 121, property, plant and equipment is
reduced and the deficit increased by $60.5 million. This difference
arises 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. The write downs of property, plant and equipment which
generate this difference occurred in periods prior to January 1, 2001.
Under U.S. GAAP, depreciation, depletion and amortization would be
reduced by $6.0 million and $1.3 million during the nine months ended
September 30, 2002 and 2001, 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
period an increase in share capital and an increase in deficit of $5.3
million.
(d) Under CDN GAAP, unrealized gains (losses) on long-term investments and
marketable securities are not recorded. Under U.S. GAAP, unrealized
gains (losses) on long-term investments, that are classified as
securities available for sale, of $59.9 million and $4.6 million at
September 30, 2002 and December 31, 2001, respectively, and marketable
securities of $0.3 million at December 31, 2001 are included as a
component of comprehensive loss in the current period.
(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" (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 ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇ are recognized in other income in the
period incurred.
The adoption of SFAS 133 results in a cumulative decrease in deferred
revenue of $5.8 million, and $9.6 million, a cumulative increase in
accounts payable and accrued liabilities of $17.8 million and $4.6
million, a cumulative increase in deficit of $3.8 million and increase
in
F-31
deficit of $3.9 million, and a cumulative decrease in other
comprehensive income of $8.2 million and increase in other
comprehensive income of $8.9 million at September 30, 2002 and December
31, 2001 respectively. Additionally, as a result of applying SFAS 133,
there would be a decrease in the net loss of $0.1 million and an
increase in net loss of $9.1 million, for the nine months ended
September 30, 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
▇▇▇▇▇▇ and they were accounted for as ▇▇▇▇▇▇ 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 hedging and
forecasted foreign currency exposures were completed on adoption of the
standard and, as such, these contracts were accounted for as cash flow
▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ of forecasted
commodity sales and reclassified into 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, 2002, $5.1 million of derivative losses were reclassified
out of other comprehensive income (twelve months ended December 31,
2001, $11.6 million of comprehensive gains.) The Company estimates that
$8.5 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 the year.
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 ▇▇▇▇▇▇. 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 ▇▇▇▇▇▇ 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 expenditures
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.
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 equivalent under U.S. GAAP.
As at September 30, 2002, unexpended flow-through funds were $2.0
million. (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 Canadian 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) Joint venture accounting
The investments in Omolon, CMM and E-Crete, 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 available under certain conditions, 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 loss of investee company".
(j) Restatement of U.S. GAAP reconciliation information
In preparing the U.S. GAAP reconciliation balance sheet as at December
31, 2001, the Company incorrectly interpreted the applicability of an
accommodation provided for in Item 17(c)(2)(vii) of Form 20-F. Pursuant
to this incorrect interpretation, the Company did not reconcile its
investment in Omolon, which is accounted for under the proportionate
consolidation method pursuant to Canadian GAAP, to the equity method
under U.S. GAAP. See note 10(i) above. The effect of this restatement
was a decrease in total assets and total liabilities of $14.2 million
as at December 31, 2001. The impact of the reclassification on specific
line items on the balance sheet has been provided in more detail in the
above table.
F-32
Notwithstanding the change in individual asset and liability amounts,
there was no effect on the previously reported U.S. GAAP amounts for
common shareholders' equity.
The Company had not previously reported U.S. GAAP reconciliation
information in its consolidated interim financial statement.
STOCK-BASED COMPENSATION
For the purposes of this U.S. GAAP reconciliation, Kinross follows APB
Opinion No. 25, "Accounting for Stock Issued to Employees", and its
related interpretations, which results in a measurement of nil
compensation expense at 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", the Company's net loss under U.S. GAAP would have been
increased by approximately $0.1 million or $NIL per share in the nine
months ended September 30, 2002 and $1.1 million or $NIL per share in the
year ended December 31, 2001. The fair value of the options granted during
2001, 2000 and 1999 is estimated to be $1.1 million, $2.4 million and $3.0
million, respectively. The value of each option grant is estimated on the
date of grant using the Black-Scholes option-pricing model with the
following weighted average assumptions used for grants in 2001, 2000 and
1999, dividend yield of 0%, expected volatility of 61%, 57% and 57%,
respectively and an expected life of five years.
F-33
INDEPENDENT AUDITORS' REPORT
To The Directors and Shareholders of
KINROSS GOLD CORPORATION
We have audited the consolidated balance sheets of Kinross Gold Corporation
(the "Company") as at December 31, 2001 and 2000 and the related consolidated
statements of operations, common shareholders' equity and cash flows for each of
the years in the three-year period ended December 31, 2001. 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 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.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Company as at December 31,
2001 and 2000 and the results of its operations and its cash flows for each of
the years in the three-year period ended December 31, 2001, in accordance with
Canadian generally accepted accounting principles.
As described in Note 20(k) to the consolidated financial statements, the
Company has restated certain of the U.S. GAAP reconciliation information to
disclose the effect of using the equity method of accounting for its investment
in Omolon Gold Mining Company as required under U.S. GAAP as opposed to using
proportionate consolidation as required under Canadian GAAP. Our previous audit
report dated February 13, 2002, addressed to the Shareholders reporting under
Canadian generally accepted auditing standards and our report dated March 7,
2002, addressed to the Directors reporting under Canadian generally accepted
auditing standards and auditing standards generally accepted in the United
States of America have been withdrawn.
(SIGNED) DELOITTE & TOUCHE LLP
CHARTERED ACCOUNTANTS
Toronto, Canada
March 7, 2002, except as to notes 20 and 22 which are as of October 28, 2002
F-34
KINROSS GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
AS AT DECEMBER 31,
CONSOLIDATED BALANCE SHEETS
(expressed in millions of U.S. dollars)
2001 2000
------ ------
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................... $ 81.0 $ 77.8
Restricted cash............................................. -- 2.9
Accounts receivable (Note 3)................................ 13.8 20.3
Inventories (Note 4)........................................ 42.4 54.6
Marketable securities (quoted market value: 2001 -- $1.8;
2000 -- $0.7)............................................. 1.5 0.7
------ ------
138.7 156.3
Property, plant and equipment (Note 5)...................... 415.0 505.6
Long-term investments (Note 6).............................. 12.9 14.4
Deferred charges and other assets........................... 11.0 23.7
------ ------
$577.6 $700.0
====== ======
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities.................... $ 31.0 $ 40.8
Current portion of long-term debt (Note 9).................. 33.1 31.5
Current portion of site restoration cost accruals (Note
10)....................................................... 12.6 9.3
------ ------
76.7 81.6
Long-term debt (Note 9)..................................... 31.0 79.8
Site restoration cost accruals (Note 10).................... 43.0 47.9
Future income and mining taxes (Note 16).................... 3.3 3.5
Deferred revenue (Note 8 (a))............................... 9.6 10.1
Other long-term liabilities................................. 6.0 10.1
Debt component of convertible debentures (Note 11).......... 28.1 33.4
Redeemable retractable preferred shares (Note 12)........... 3.1 3.1
------ ------
200.8 269.5
------ ------
CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY (Note
13)....................................................... 48.0 91.8
------ ------
COMMON SHAREHOLDERS' EQUITY
Common share capital (Note 14).............................. 945.7 913.2
Contributed surplus......................................... 12.9 12.9
Equity component of convertible debentures (Note 11)........ 124.8 117.0
Deficit..................................................... (726.0) (681.4)
Cumulative translation adjustments.......................... (28.6) (23.0)
------ ------
328.8 338.7
------ ------
$577.6 $700.0
====== ======
COMMITMENTS AND CONTINGENCIES (Note 21)
Signed on behalf of the Board:
(signed) ▇▇▇▇ ▇. ▇▇▇▇▇▇ (signed) ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
Director Director
F-35
KINROSS GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
CONSOLIDATED STATEMENTS OF OPERATIONS
(expressed in millions of U.S. dollars except per share amounts)
2001 2000 1999
------ ------- -------
REVENUE
Mining revenue.............................................. $270.1 $ 271.0 $ 304.0
Interest and other income................................... 9.3 14.2 15.5
▇▇▇▇ to market gain (loss) on call options.................. 3.5 4.1 (2.5)
------ ------- -------
282.9 289.3 317.0
------ ------- -------
EXPENSES
Operating................................................... 180.7 189.6 209.4
General and administrative.................................. 10.1 10.4 11.2
Exploration................................................. 7.9 11.4 11.1
Depreciation, depletion and amortization.................... 85.8 93.2 110.9
Gain on sale of assets...................................... (1.2) (4.1) (0.1)
Foreign exchange loss (gain)................................ 1.1 (0.5) (0.2)
Interest expense on long-term liabilities................... 9.1 14.3 15.8
Write-down of marketable securities and long-term
investments............................................... -- 13.1 4.6
Write-down of property, plant and equipment (Note 15)....... 16.1 72.1 184.9
------ ------- -------
309.6 399.5 547.6
------ ------- -------
(26.7) (110.2) (230.6)
Share in loss of investee companies......................... (2.2) (8.1) (0.3)
------ ------- -------
LOSS BEFORE TAXES AND DIVIDENDS ON CONVERTIBLE PREFERRED
SHARES OF SUBSIDIARY
COMPANY................................................... (28.9) (118.3) (230.9)
PROVISION FOR INCOME AND MINING TAXES (Note 16)............. (2.9) (0.9) (2.9)
------ ------- -------
LOSS FOR THE YEAR BEFORE DIVIDENDS ON CONVERTIBLE PREFERRED
SHARES OF SUBSIDIARY COMPANY.............................. (31.8) (119.2) (233.8)
DIVIDENDS ON CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY
COMPANY (Note 13)......................................... (5.1) (6.9) (6.9)
------ ------- -------
NET LOSS FOR THE YEAR....................................... (36.9) (126.1) (240.7)
INCREASE IN EQUITY COMPONENT OF CONVERTIBLE DEBENTURES (Note
11)....................................................... (7.7) (7.2) (6.5)
------ ------- -------
NET LOSS FOR THE YEAR ATTRIBUTABLE TO COMMON SHAREHOLDERS... $(44.6) $(133.3) $(247.2)
====== ======= =======
LOSS PER SHARE
Basic and diluted........................................... $(0.14) $ (0.45) $ (0.83)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
(millions)................................................ 313.4 298.1 299.2
F-36
KINROSS GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
CONSOLIDATED STATEMENTS OF CASH FLOWS
(expressed in millions of U.S. dollars)
2001 2000 1999
------ ------- -------
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING
ACTIVITIES:
OPERATING:
Loss for the year before dividends on convertible preferred
shares of subsidiary company.............................. $(31.8) $(119.2) $(233.8)
Items not affecting cash:
Depreciation, depletion and amortization.................. 85.8 93.2 110.9
Write-down of property, plant and equipment............... 14.6 72.1 184.9
Write-down of marketable securities and long-term
investments............................................ -- 13.1 4.6
Gain on sale of assets.................................... (1.2) (4.1) (0.1)
Future income and mining taxes............................ -- (3.5) --
Deferred revenue realized................................. (17.7) (13.5) (6.9)
Site restoration cost accruals............................ 1.9 2.6 3.1
Share in loss of investee companies....................... 2.2 9.4 0.3
------ ------- -------
53.8 50.1 63.0
Proceeds on restructuring of gold forward sales contracts... 21.6 4.7 --
Site restoration cash expenditures.......................... (7.1) (9.6) (6.3)
Changes in non-cash working capital items
Accounts receivable....................................... 5.1 5.7 10.1
Inventories............................................... 9.6 0.6 3.3
Marketable securities..................................... -- 4.8 (3.2)
Accounts payable and accrued liabilities.................. (8.0) (8.3) 0.4
Effect of exchange rate changes on cash................... (0.5) (0.2) 2.2
------ ------- -------
CASH FLOW PROVIDED FROM OPERATING ACTIVITIES................ 74.5 47.8 69.5
------ ------- -------
FINANCING:
Issuance of common shares................................. 5.4 3.2 2.0
Repurchase of common shares............................... -- (5.3) (7.5)
Reduction of debt component of convertible debentures..... (5.4) (4.9) (4.4)
Repayment of debt......................................... (46.5) (26.4) (14.7)
Dividends on convertible preferred shares of subsidiary
company................................................ -- (3.4) (6.9)
------ ------- -------
CASH FLOW USED IN FINANCING ACTIVITIES...................... (46.5) (36.8) (31.5)
------ ------- -------
INVESTING:
Additions to property, plant and equipment................ (30.4) (41.6) (44.0)
Business acquisitions, net of cash acquired............... (1.2) -- (35.0)
Long-term investments and other assets.................... 2.1 (7.4) (0.8)
Proceeds from the sale of property, plant and equipment... 1.8 4.8 2.3
Decrease (increase) in restricted cash.................... 2.9 (2.9) --
------ ------- -------
CASH FLOW USED IN INVESTING ACTIVITIES...................... (24.8) (47.1) (77.5)
------ ------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............ 3.2 (36.1) (39.5)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR................ 77.8 113.9 153.4
------ ------- -------
CASH AND CASH EQUIVALENTS, END OF YEAR...................... $ 81.0 $ 77.8 $ 113.9
------ ------- -------
Cash and cash equivalents consist of the following:
Cash on hand and balances with banks...................... $ 12.9 $ 20.0 $ 27.0
Short-term investments.................................... 68.1 57.8 86.9
------ ------- -------
$ 81.0 $ 77.8 $ 113.9
====== ======= =======
Supplementary disclosure of cash flow information:
Cash paid for: Interest................................... $ 13.1 $ 18.8 $ 12.3
Income taxes.............................. $ 3.9 $ 2.3 $ 3.0
F-37
KINROSS GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY
(expressed in millions of U.S. dollars)
EQUITY
COMMON COMPONENT OF CUMULATIVE
SHARE CONTRIBUTED CONVERTIBLE TRANSLATION
CAPITAL SURPLUS DEBENTURES DEFICIT ADJUSTMENTS TOTAL
------- ----------- ------------ ------- ----------- ------
BALANCE, DECEMBER 31, 1998.... $904.2 $ 3.6 $103.1 $(296.4) $(27.9) $686.6
Issuance of common shares,
net......................... 16.1 4.3 -- -- -- 20.4
Increase in equity component
of convertible debentures... -- -- 6.6 (6.5) -- 0.1
Net loss for the year......... -- -- -- (240.7) -- (240.7)
Cumulative translation
adjustments................. -- -- -- -- 9.2 9.2
------ ----- ------ ------- ------ ------
BALANCE, DECEMBER 31, 1999.... 920.3 7.9 109.7 (543.6) (18.7) 475.6
Adjustment for post-retirement
benefits (Note 1)........... -- -- -- (4.5) -- (4.5)
------ ----- ------ ------- ------ ------
BALANCE, JANUARY 1, 2000...... 920.3 7.9 109.7 (548.1) (18.7) 471.1
Issuance (repurchase) of
common shares, net.......... (7.1) 5.0 -- -- -- (2.1)
Increase in equity component
of convertible debentures... -- -- 7.3 (7.2) -- 0.1
Net loss for the year......... -- -- -- (126.1) -- (126.1)
Cumulative translation
adjustments................. -- -- -- -- (4.3) (4.3)
------ ----- ------ ------- ------ ------
BALANCE, DECEMBER 31, 2000.... 913.2 12.9 117.0 (681.4) (23.0) 338.7
Issuance of common shares,
net......................... 32.5 -- -- -- -- 32.5
Increase in equity component
of convertible debentures... -- -- 7.8 (7.7) -- 0.1
Net loss for the year......... -- -- -- (36.9) -- (36.9)
Cumulative translation
adjustments................. -- -- -- -- (5.6) (5.6)
------ ----- ------ ------- ------ ------
BALANCE, DECEMBER 31, 2001.... $945.7 $12.9 $124.8 $(726.0) $(28.6) $328.8
====== ===== ====== ======= ====== ======
F-38
KINROSS GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All tabular dollar amounts are in millions of U.S. dollars except per share
data)
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 20. Note 20 to
the consolidated financial statements of the Company has been restated to
disclose the effect of accounting for the investment in the Russian joint
venture under the equity method as required under U.S. GAAP as opposed to the
proportionate consolidation method used under Canadian GAAP. 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 joint ventures in which it has
an interest. Effective December 31, 2001, the Company discontinued the
consolidation of it's 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).
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.
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 and Chile is the U.S. dollar.
Although the operations in Zimbabwe and Russia are self-sustaining, the
temporal method is used to translate local currency amounts into U.S. dollars
due to the highly inflationary economies in those countries. 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.
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 except for the unrealized gains or losses on long-term debt
(including the debt component of the convertible debentures) which are
deferred and amortized over the term of the debt (See Note 11).
F-39
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 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 currently the case at the Hoyle Pond mine (see Note
5), the straight-line method of amortization is applied over the estimated
life of the mine which is currently 10 years.
Open pit mines, which consist of the Kubaka, Fort ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇, are
amortized on a unit of production method using proven and probable reserves
only. After commercial production is achieved, stripping costs are expensed
as incurred.
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, 2001, the maximum useful life was
five years)
MINERAL EXPLORATION
Mineral exploration expenditures are charged to income as incurred.
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, on an undiscounted basis, from
each property with the exception of acquired exploration properties, are
calculated 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.
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 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 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
F-40
effective ▇▇▇▇▇▇ and has designated the contracts as ▇▇▇▇▇▇ 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.
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 ▇▇▇▇▇▇ 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.
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; and straight-line
amortization of experience gains and losses; assumption changes and plan
amendments over the expected average remaining service life of the employee
group.
In fiscal 2000, the Company adopted the new Canadian Institute of Chartered
Accountants ("CICA") recommendation for costs of post-retirement and
post-employment benefits other than pensions. 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 the Company. As a result at January 1, 2000, a
liability for post-retirement and post-employment benefits other than pension
of $4.5 million was recorded and the deficit was correspondingly increased by
$4.5 million.
STOCK OPTION PLAN
The stock option plan is described in Note 14. 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, 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 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.
PER SHARE INFORMATION
Basic loss per common share has been calculated using the weighted average
number of common shares outstanding during the year and reflects an
adjustment for the increase in the equity component of the convertible
debentures. For the years ended December 31, 2001, 2000, and 1999, 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.
NEW PRONOUNCEMENT
Effective January 1, 2001, the Company adopted retroactively the new CICA
recommendations for calculating earnings per share. Under the new rules, the
treasury stock method is used in assessing the dilutive effect of stock
options on the diluted earnings per share. The adoption of the new rules had
no effect on the reported amounts.
2000 AND 1999 FIGURES
Certain of the 2000 and 1999 figures have been reclassified to conform to the
2001 presentation.
F-41
2. BUSINESS AND PROPERTY ACQUISITIONS
2001
During 2001, the Company acquired a further 12.4% interest in E-Crete, LLC
("E-Crete") from its partner by funding its partner's share of cash calls,
thereby increasing its ownership interest to 85.9%.
On December 7, 2001, the Company completed the acquisition of a 100% interest
in the ▇▇▇▇▇▇/Goose Lake gold project in the Nunavut Territories by issuing
4,000,000 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.
▇▇▇▇▇▇/
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
==== ==== ====
2000
There were no business acquisitions during the year 2000.
1999
On February 26, 1999, the Company acquired 100% of La Teko Resources Ltd.
("La Teko"). The purchase price of $26.4 million was satisfied by the
issuance from treasury of 10.5 million common shares of the Company and the
payment of transaction costs of $0.5 million. The assets of La Teko included
a 35% ownership interest in the True North property and on 100% ownership
interest in the ▇▇▇▇ ▇▇▇▇ property.
On March 1, 1999, the Company acquired 100% of Kershaw Gold Company, Inc.
("Kershaw") for $2.0 million, thereby increasing its ownership interest in
the ▇▇▇▇▇ Mining Venture from 62.5% to 100%.
On June 28, 1999, the Company acquired an additional 65% interest in the True
North property in Alaska for cash of $28.1 million, thereby increasing its
interest in the True North property to 100%.
On December 24, 1999, the Company acquired the Timmins assets of Royal Oak
Mines Inc. ("Pamour") for cash of $4.7 million and assumed certain
environmental reclamation liabilities on the historic producing areas.
On December 31, 1999, the Company acquired a further 1.7% of Omolon Gold
Mining Company ("Omolon") (in addition to the 53% interest acquired in 1998)
for cash of $0.3 million.
The following is a summary of the 1999 acquisitions all of which were
accounted for using the purchase method.
ADDITIONAL
1.7%
INTEREST IN
LA ▇▇▇▇ ▇▇▇▇▇▇▇ TRUE NORTH PAMOUR OMOLON TOTAL
------- ------- ---------- ------ ----------- -----
Fair value ascribed to net assets acquired:
Property, plant and equipment.................. $26.3 $2.0 $28.1 $8.0 $1.3 $65.7
Other assets (including cash of $0.6
million)..................................... 0.1 -- -- -- 1.1 1.2
----- ---- ----- ---- ---- -----
Total assets................................... 26.4 2.0 28.1 8.0 2.4 66.9
Less liabilities assumed....................... -- -- -- 3.3 2.1 5.4
----- ---- ----- ---- ---- -----
$26.4 $2.0 $28.1 $4.7 $0.3 $61.5
===== ==== ===== ==== ==== =====
Purchase price
Cash........................................... $ 0.5 $2.0 $28.1 $4.7 $0.3 $35.6
Common shares.................................. 25.9 -- -- -- -- 25.9
----- ---- ----- ---- ---- -----
$26.4 $2.0 $28.1 $4.7 $0.3 $61.5
===== ==== ===== ==== ==== =====
F-42
3. ACCOUNTS RECEIVABLE
Accounts receivable are comprised of the following:
2001 2000
----- -----
Taxes, interest and miscellaneous........................... $ 8.3 $15.7
Due from joint venture partners............................. 5.5 4.6
----- -----
$13.8 $20.3
===== =====
4. INVENTORIES
Inventories are comprised of the following:
2001 2000
----- -----
Gold bullion and gold in process............................ $15.1 $17.2
Mine operating parts and supplies........................... 27.3 37.4
----- -----
$42.4 $54.6
===== =====
5. PROPERTY, PLANT AND EQUIPMENT
The components of property, plant and equipment are as follows:
2001 2000
------------------------------------- -------------------------------------
ACCUMULATED ACCUMULATED
DEPRECIATION, DEPRECIATION,
COST, DEPLETION NET COST, DEPLETION NET
NET OF AND BOOK NET OF AND BOOK
WRITE-DOWN AMORTIZATION VALUE WRITE-DOWN AMORTIZATION VALUE
---------- ------------- ------ ---------- ------------- ------
Producing properties
Mineral properties...................... $ 0.3 $ -- $ 0.3 $ 8.3 $ -- $ 8.3
Plant and equipment (amortized on a
straight-line basis).................. 165.5 77.4 88.1 187.9 86.5 101.4
Plant and equipment (amortized on
unit-of-production basis)............. 615.2 305.8 309.4 684.4 301.9 382.5
Development properties.................... 8.1 -- 8.1 8.1 -- 8.1
Exploration properties.................... 9.1 -- 9.1 5.3 -- 5.3
------ ------ ------ ------ ------ ------
$798.2 $383.2 $415.0 $894.0 $388.4 $505.6
====== ====== ====== ====== ====== ======
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, Kinross 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, Kinross
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. See page A-18 for
additional information.
During the year ended December 31, 2001, the Company disposed of certain
mining assets with a cost base of $66.3 million and accumulated depreciation,
depletion and amortization of $60.9 million and ceased to consolidate the
Zimbabwe operations. During the year ended December 31, 2000, the Company
disposed of certain mining assets with a cost base of $50.5 million and
accumulated depreciation, depletion and amortization of $39.8 million.
2001
The assets disposed of in 2001 were comprised primarily of the Macassa mine
and mill complex and the ▇▇▇▇▇▇▇▇▇▇ property. The Macassa mine located in
▇▇▇▇▇▇▇▇ Lake, Ontario and the ▇▇▇▇▇▇▇▇▇▇ property located near Hawthorne,
Nevada had been previously written down to their 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 amounts included in the
results of operations for 2001.
2000
The assets disposed of in 2000 were comprised primarily of the ▇▇▇▇▇▇-Rawhide
mine and other surplus tangible equipment. The ▇▇▇▇▇▇-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 ▇▇▇▇▇▇-Rawhide mine
F-43
contributed $4.4 million of mining revenue, $0.6 million of interest income,
$4.1 million of operating costs and depreciation and amortization of $1.0
million for a net loss of $0.1 million.
1999
There was no asset disposals in 1999.
In addition, the difference in value arising from the repurchase of the
Convertible Preferred Shares of Subsidiary Company of $25.7 million reduced
the cost of property plant and equipment (see Note 14).
6. LONG-TERM INVESTMENTS
The quoted market value of the Company's interest in long-term investments is
$17.5 million as at December 31, 2001 (December 31, 2000 -- $14.8 million).
The book value of the long-term investments is comprised of the following as
at December 31.
2001 2000
----- -----
Cost Basis.................................................. $ 9.6 $ 8.8
Equity Basis................................................ 3.3 5.6
----- -----
$12.9 $14.4
===== =====
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 joint ventures. The Company records its proportionate share
of assets, liabilities, revenue and operating expenses of the joint ventures.
As at December 31, 2001, the Company had interests in four joint venture
projects.
(A) KAMGOLD JOINT STOCK COMPANY
The Company owns a 25% interest in, and the right to operate, Kamgold, a
Russian joint stock company and is responsible for negotiating project
financing. Since inception, the Company, had capitalized $6.4 million of
acquisition costs and development expenditures. In light of depressed
metal process and unsuccessful attempts to advance the project these costs
were written off during 2000.
(B) 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, and additional interests of 3.0% and 1.7% were acquired in
December 1998 and 1999, respectively (see Note 2).
The Board of Directors of Omolon approves annual budgets, approves
dividends, and approves major transactions prior to execution by
management. The Company has four of seven director votes. The remaining
three directors represent the Russian shareholders. The Russian
shareholders nominate the Chairman of the Board, who exercises control
over Board agenda items. 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.
(C) 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. CMM owns the ▇▇▇▇▇▇▇ mine located in Central Chile. On
June 1, 1999, the Company was appointed Operator of the ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Project Properties and the ▇▇▇▇▇▇▇
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 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.
(D) E-CRETE, LLC
The Company owns an 85.9% interest in E-Crete, an Arizona limited
liability company. A 73.5% interest was acquired in 2000 by contributing
assets and cash to the newly formed LLC. An additional 12.4% was acquired
during 2001 by funding certain cash calls owed by the partner to the LLC.
Project financing debt of $3.9 million has been guaranteed by the Company.
The Board of Directors of E-Crete approves annual budgets, approves
distributions and approves major transactions prior to execution by
management. The Board of Directors vote on all matters in accordance with
their ownership interest. The production facility was designed and built
by the partner to the LLC and the partner provides the exclusive rights
for the marketing and processing of the product. 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.
F-44
The following table summarizes information contained in the consolidated
financial statements relative to these joint venture interests:
2001 2000 1999
------- ------- -------
Revenue..................................................... $ 87.4 $ 98.9 $ 115.6
------- ------- -------
Operating costs............................................. 57.9 66.4 80.8
Depreciation, depletion and amortization.................... 21.6 30.9 35.8
Exploration................................................. 2.1 2.4 1.8
Interest.................................................... 3.6 6.0 7.0
Write-down of property, plant and equipment................. -- 42.6 16.9
------- ------- -------
85.2 148.3 142.3
------- ------- -------
Income (loss) before taxes.................................. $ 2.2 $ (49.4) $ (26.7)
======= ======= =======
Current assets.............................................. $ 30.2 $ 56.6 $ 65.3
Property, plant and equipment............................... 39.4 53.2 116.0
------- ------- -------
69.6 109.8 181.3
Current liabilities......................................... 20.3 40.0 39.7
Long-term liabilities....................................... 13.1 33.2 53.3
------- ------- -------
Net investment in joint ventures............................ $ 36.2 $ 36.6 $ 88.3
======= ======= =======
Cash flow provided from operating activities................ $ 35.8 $ 24.1 $ 25.1
======= ======= =======
Cash flow used in investing activities...................... $ (0.6) $ (7.8) $ (10.4)
======= ======= =======
Cash flow used in financing activities...................... $ (21.9) $ (20.2) $ (9.6)
======= ======= =======
The following tables present financial information for the Company's
ownership interest for each material entity Kinross proportionately
consolidates:
2001 2000 1999
------ ------ ------
OMOLON GOLD MINING COMPANY
Revenue..................................................... $ 67.8 $ 67.7 $ 71.0
------ ------ ------
Operating costs............................................. 37.9 34.8 37.2
Depreciation, depletion and amortization.................... 20.5 26.0 26.2
Exploration................................................. 2.1 2.3 1.8
Interest.................................................... 2.9 4.8 6.3
Writedown of property, plant and equipment.................. -- -- 5.7
------ ------ ------
63.4 67.9 77.2
------ ------ ------
Income (loss) before taxes.................................. $ 4.4 $ (0.2) $ (6.2)
====== ====== ======
Current assets.............................................. $ 23.8 $ 47.0 $ 46.3
Property, plant and equipment............................... 31.2 45.6 69.6
------ ------ ------
55.0 92.6 115.9
------ ------ ------
Current liabilities......................................... 18.1 34.7 31.0
Long-term liabilities....................................... 4.5 24.7 47.9
------ ------ ------
22.6 59.4 78.9
------ ------ ------
Net investment in joint venture............................. $ 32.4 $ 33.2 $ 37.0
====== ====== ======
Cash flow provided from operating activities................ $ 37.7 $ 23.3 $ 24.9
====== ====== ======
Cash flow used in investing activities...................... $ (0.4) $ (0.1) $ (1.1)
====== ====== ======
Cash flow used in financing activities...................... $(21.5) $(21.0) $(13.1)
====== ====== ======
F-45
2001 2000 1999
------ ------ ------
COMPANIA MINERA MARICUNGA
Revenue..................................................... $ 19.5 $ 26.7 $ 27.0
------ ------ ------
Operating costs............................................. 17.4 26.4 28.0
Depreciation, depletion and amortization.................... -- 3.9 4.8
Exploration................................................. -- -- --
Interest.................................................... 0.3 0.6 0.7
Writedown of property, plant and equipment.................. -- 36.1 11.2
------ ------ ------
17.7 67.0 44.7
------ ------ ------
Income (loss) before taxes.................................. $ 1.8 $(40.3) $(17.7)
====== ====== ======
Current assets.............................................. $ 6.2 $ 9.4 $ 10.5
Property, plant and equipment............................... -- -- 33.2
------ ------ ------
6.2 9.4 43.7
------ ------ ------
Current liabilities......................................... 1.7 4.8 7.8
Long-term liabilities....................................... 5.2 6.0 3.2
------ ------ ------
6.9 10.8 11.0
------ ------ ------
Net investment in joint venture............................. $ (0.7) $ (1.4) $ 32.7
====== ====== ======
Cash flow provided from (used in) operating activities...... $ 2.2 $ (0.8) $ (0.9)
====== ====== ======
Cash flow used in investing activities...................... $ -- $ (3.3) $ (8.0)
====== ====== ======
Cash flow provided from (used in) financing activities...... $ (0.4) $ (2.0) $ 3.5
====== ====== ======
E-CRETE
Revenue..................................................... $ 0.1 $ -- $ --
------ ------ ------
Operating costs............................................. 2.5 1.3 --
Depreciation, depletion and amortization.................... 1.1 -- --
Exploration................................................. -- -- --
Interest.................................................... 0.3 -- --
Writedown 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 $ --
====== ====== ======
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,
2001 are as follows:
F-46
SPOT DEFERRED CALL AVERAGE
OUNCES HEDGED AVERAGE OPTIONS STRIKE
EXPECTED YEAR OF DELIVERY '000 OZ. PRICE SOLD '000 OZ. PRICE
------------------------- -------------- ------- -------------- -------
2002..................................................... 113 $271 50 $340
2003..................................................... 100 $270 100 $320
2004..................................................... 100 $270 50 $340
--- ---
Total.................................................... 313 200
=== ===
There were no silver commodity derivative contracts outstanding as at
December 31, 2001. As at December 31, 2000, the Company had spot deferred
contracts for 550,000 ounces of gold and call options sold for 450,000
ounces of gold.
In August 2000, the Company closed out 150,000 ounces of gold forward
sales contracts that were designated as ▇▇▇▇▇▇ for 2001 and realized a
gain of $4.7 million. This gain was deferred and will be included in
income over the original delivery schedule of the various contracts.
In February of 2001, the Company closed out 500,000 ounces of spot
deferred contracts that were designated as ▇▇▇▇▇▇ for 2001 to 2004 and
realized proceeds of $21.1 million. This gain has been deferred and will
be 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, Zimbabwe dollars, Russian rubles, Chilean
pesos and other currencies. These potential currency fluctuations 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 foreign exchange forward contracts to lock in the
exchange rates on future revenue flows.
As at December 31, 2001, the Company has foreign currency forward
contracts to sell U.S. dollars and buy Canadian dollars of $24 million
(2000 -- $54 million) at an average exchange rate of CDN $1.4934 per U.S.
dollar. These contracts mature over a 24 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, 2001.
(d) ENERGY PRICE RISK
The Company is exposed to changes in crude oil prices as a result of
diesel fuel consumption at its operating mines, primarily Fort ▇▇▇▇ and
Kubaka. 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, 2001, the Company had agreements to buy 28,500 barrels
of crude oil forward at a price of $20.83 per barrel. The fair value of
these crude oil forward contracts approximates their carrying value at
December 31, 2001.
(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, 2001, the
Company's gross credit exposure was $13.8 million (December 31, 2000 --
$31.1 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, 2001 and 2000, was approximately $71.8
million (CDN $114.3 million) and $57.3 million (CDN $85.9 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) gain relating to derivative contracts
outstanding as at December 31:
2001 2000
----- -----
Gold and silver forward sales contracts(1).................. $(3.6) $10.7
Foreign currency contracts(2)............................... (1.5) (0.3)
---------------
(1) Based on a spot gold price of $277 and $273 as at December 31,
2001 and 2000, respectively.
F-47
(2) Based on a Canadian Dollar exchange rate of 1.5926 and 1.5002 at
December 31, 2001, and 2000, respectively.
The fair value of written call options is now recorded in the financial
statements at each measurement date.
9. LONG-TERM DEBT
PRINCIPAL REPAYMENT
SCHEDULE
AS AT DECEMBER 31, 2001
-----------------------
INTEREST RATES 2000 2001 2002 2003 2004
-------------- ----- ----- ----- ----- -----
Kubaka project-financing debt............................... Variable $20.0 $ 4.2 $ 4.2 $ -- $ --
Kubaka subordinated debt.................................... Variable 5.7 -- -- -- --
Fort ▇▇▇▇ industrial revenue bonds.......................... Variable 71.0 49.0 23.0 26.0 --
E-Crete project financing debt.............................. Variable 2.8 3.3 -- 3.3 --
Capital leases.............................................. 8.0%-9.5% 11.8 7.6 5.9 0.8 0.9
----- ----- ----- ----- -----
111.3 64.1 $33.1 $30.1 $ 0.9
===== ===== =====
Less current portion........................................ 31.5 33.1
----- -----
$79.8 $31.0
===== =====
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, 1999, this debt was $67.5
million. In 2000, Omolon repaid $30.9 million and in 2001 repaid $28.9
million leaving $7.75 million outstanding to EBRD as at December 31, 2001
(December 31, 2000 -- $36.6 million). The Company's 54.7% proportionate share
of these obligations is $4.2 million as at December 31, 2001 (December 31,
2000 -- $20.0 million). Interest on the project-financing debt is variable
based upon LIBOR and as at December 31, 2001 is approximately 6.2% per annum
(December 31, 2000 -- 11.8%). The project-financing debt has become 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,
2002, and EBRD has the right to extend the project financing debt an
additional 12 months to December 15, 2003.
A bank licensed to do business in Russia provided subordinated debt to
finance the Kubaka mine. This loan was secured by a letter of credit issued
pursuant to the syndicated credit facility. During 2001, the Company repaid
$5.7 million to fully satisfy the remaining balance of the loan and the
guarantees and letters of credit were released.
The solid waste disposal facility at the Fort ▇▇▇▇ 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 1.9% as at December 31, 2001 (December
31, 2000 -- 4.5%). On April 4, 2001, the Company repaid $22.0 million of
principal leaving a balance of $49.0 million outstanding. On January 2, 2002,
the Company repaid $9.0 million of principal leaving a balance outstanding of
$40.0 million.
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 ▇▇▇▇
Industrial Revenue bonds. This facility matures in January 2003 and as a
result, the debt supported by these letters of credit has been shown as
maturing at the same time as the facility. Management will aggressively
remarket this facility and expects to extend the maturity date of the $30.0
million final balance. 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 ▇▇▇▇ mine have been pledged as collateral under this credit
facility (Note 17).
LOAN AMORTIZATION SCHEDULE
DATE AMORTIZATION CREDIT FACILITY BALANCE
---- ----------------- -----------------------
December 2000............................................... $ -- $90.0
February 2001............................................... 20.0 70.0
January 2002................................................ 20.0 50.0
June 2002................................................... 20.0 30.0
January 2003................................................ Facility expires --
As at December 31, 2001, the loan facility had been reduced to $59.0 million.
The letters of credit issued at December 31, 2001 were as follows:
PURPOSE AMOUNT
------- ------
Credit Support for Fort ▇▇▇▇ industrial revenue bonds....... $49.9
Credit Support E-Crete project financing.................... 3.9
Reclamation and other obligations........................... 5.2
-----
$59.0
=====
On January 2, 2002, the Company repaid $9.0 million of principal against the
Industrial Revenue Bonds. Consequently, the letter of credit supporting those
bonds was reduced by $9.2 million bringing the total letters of credit
outstanding down to $49.8 million.
F-48
The Company has capital leases for certain production equipment at its
various operations. Interest on these leases ranges from 8.0%-9.5% per annum.
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.
10. SITE RESTORATION COSTS
Although the ultimate amount of site restoration costs is uncertain, the
Company estimates this obligation at $72.9 million based on information
currently available including closure plans and applicable regulations. As at
December 31, 2001, the Company has accrued $55.6 million of this estimated
obligation (December 31, 2000 -- $57.2 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.
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 $13.35 per share, being a rate of
74.906 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
2000 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, that number of common shares obtained by dividing such 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 that the requisite notice of such election is
given.
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).
The debentures are denominated in Canadian dollars. As a result of changes in
the exchange rate between the U.S. and Canadian dollars, the U.S. dollar
equivalent of the debt component has been reduced. This unrealized foreign
exchange gain is being deferred and included in income over the term of the
debentures. Accordingly, included in the debt component of the debentures at
December 31, 2001 is a deferred unrealized foreign exchange gain totalling
$2.2 million (December 31, 2000 -- $1.7 million).
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). None
were bought back in 2001.
As at December 31, 2001, the outstanding principal amount of the debentures
was $122.8 million (CDN $195.6 million) (December 31, 2000 -- $130.4 million
(CDN $195.6 million)).
12. REDEEMABLE RETRACTABLE PREFERRED SHARES
As at December 31, 2001 and 2000, 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 8.2555 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. On
July 27, 2000, the Company suspended the payment of dividends on the
redeemable retractable preferred shares as permitted under the terms of the
shares. As at December 31, 2001, $0.3 million of cumulative dividends are
accrued and included in accounts payable and accrued liabilities.
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 $10.3073 per share (equivalent
to a conversion rate of 4.8512 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.
F-49
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 24,186,492 common shares of the Company (Note 14), leaving
894,600 owned by non-controlling shareholders.
No dividends were paid on the Kinam Preferred Shares during 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 $5.1 million as at December 31, 2001 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 4,339,884 common shares of the Company would be
issued.
14. COMMON SHARE CAPITAL
The authorized share capital of the Company is comprised of an unlimited
number of common shares.
A summary of common share transactions for the three years ended December 31,
2001 is as follows:
2001 2000 1999
------------------- ------------------- -------------------
NUMBER OF NUMBER OF NUMBER OF
SHARES SHARES SHARES
(MILLIONS) AMOUNT (MILLIONS) AMOUNT (MILLIONS) AMOUNT
---------- ------ ---------- ------ ---------- ------
Balance, January 1,............................... 300.9 $913.2 300.3 $920.3 292.6 $904.2
Issued:
Upon acquisition of Kinam preferred shares...... 24.2 23.2 -- -- -- --
Pursuant to the La Teko acquisition............. -- -- -- -- 10.5 25.9
Under restricted share plan..................... 0.1 0.1 -- -- -- --
Under employee share purchase plan.............. 1.2 0.8 2.1 1.8 0.9 2.0
Upon buy-back of common shares under normal
course issuer bid............................. -- -- (3.5) (10.3) (3.7) (11.8)
Upon the acquisition of ▇▇▇▇▇▇/Goose Lake Gold
Project....................................... 4.0 3.8 -- -- -- --
Private placement for cash...................... 4.3 4.6 2.0 1.4 -- --
----- ------ ----- ------ ----- ------
Balance, December 31,............................. 334.7 $945.7 300.9 $913.2 300.3 $920.3
===== ====== ===== ====== ===== ======
On July 12, 2001, the Company issued 24,186,492 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 (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 2,000,000 flow-through common
shares under a private placement transaction, for cash consideration of $2.1
million. On December 10, 2001 an additional 2,250,000 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 4,000,000 common shares to acquire a
100% interest in the ▇▇▇▇▇▇/Goose Lake gold project in Nunavut valued at $3.8
million.
On December 22, 2000, the Company issued 2,000,000 flow-through common shares
under a private placement transaction, for cash consideration of $1.4
million.
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, 2001 and 2000, the Company's remaining commitment with
respect to unspent resource expenditures under flow-through common share
agreements was $4.6 million and $1.4 million, respectively.
During the years 2000 and 1999, 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........................................................ 3.5 $5.3 $10.3 $5.0
1999........................................................ 3.7 $7.5 $11.8 $4.3
On February 26, 1999, the Company issued 10.5 million common shares pursuant
to the La Teko acquisition.
F-50
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 1.2 million common
shares pursuant to the plan during 2001 (2000 -- 2.1 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 1,000,000. 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, 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, 2001 expire at various dates to September 20, 2006. As at
December 31, 2001, 0.6 million common shares, in addition to those
outstanding at year end, were available for granting of options.
A summary of the Company's outstanding stock option transactions is as
follows:
2001 2000 1999
---------- ---------- ----------
(millions) (millions) (millions)
Outstanding at beginning of year............................ 11.3 10.5 8.4
Exercised................................................... -- -- --
Granted..................................................... 1.4 3.6 2.1
Exchanged pursuant to the La Teko acquisition............... -- -- 0.6
Cancelled................................................... (1.0) (2.8) (0.6)
---- ---- ----
Outstanding at end of year.................................. 11.7 11.3 10.5
==== ==== ====
The following table summarizes information about the stock options
outstanding at December 31, 2001:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
--------------------------------------------- ------------------------
NUMBER NUMBER
OUTSTANDING WEIGHTED EXERCISABLE
AS AT AVERAGE WEIGHTED AS AT WEIGHTED
DECEMBER 31, REMAINING AVERAGE DECEMBER 31, AVERAGE
2001 CONTRACTUAL EXERCISE 2001 EXERCISE
RANGE OF EXERCISE PRICES (000'S) LIFE PRICE (000'S) PRICE
------------------------ ------------ ----------------- -------- ------------ --------
$0.65 - $2.00.................................... 6,958 3 years, 167 days $1.05 3,372 $0.70
$2.01 - $4.00.................................... 4,580 1 year, 102 days $2.60 4,565 $2.60
$4.01 - $10.93................................... 212 2 years, 157 days $6.89 212 $6.89
Common Share Purchase Warrants There were 8.8 million common share purchase
warrants issued in 1998 to Cyprus Amax as part of the Kinam acquisition which
expired on June 1, 2001 without being exercised.
15. WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT
The Company periodically reviews the carrying values of its portfolio of
mining development and reclamation properties. Through this process the
Company determined that the following assets had been impaired and therefore
have been written down to their estimated recoverable amount.
F-51
The components of the write-down are as follows:
2001 2000 1999
------ ------ ------
Fort ▇▇▇▇ mine -- producing mine............................ $ -- $ -- $108.8
Kubaka mine -- producing mine............................... -- -- 10.7
▇▇▇▇▇▇▇ mine -- producing mine.............................. -- 36.1 11.2
▇▇▇▇▇▇-Rawhide mine -- producing mine....................... -- -- 10.0
Blanket mine -- producing mine.............................. 11.8 -- --
Goldbanks property -- development project................... -- -- 27.7
Aginskoe project -- development project..................... -- 6.5 --
▇▇▇▇▇▇▇ property -- reclamation project..................... 4.3 7.2 --
▇▇▇▇▇ property -- reclamation project....................... -- 0.1 16.5
Macassa property -- reclamation project..................... -- 7.5 --
Sleeper property -- reclamation project..................... -- 2.9 --
▇▇▇▇▇▇ ▇▇▇▇ property -- reclamation project................. -- 2.8 --
▇▇▇▇▇▇▇▇▇▇ property -- reclamation project.................. -- 2.1 --
Guanaco property -- reclamation project..................... -- 2.1 --
Q.R. property -- reclamation project........................ -- 1.8 --
Other....................................................... -- 3.0 --
------ ------ ------
$ 16.1 $ 72.1 $184.9
====== ====== ======
The 2001 fourth quarter review was performed using a gold price assumption of
$300 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 ▇▇▇▇▇▇▇ 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.
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 ▇▇▇▇▇▇▇ mine and other non-core assets and
development projects (principally Aginskoe, ▇▇▇▇▇▇▇, Macassa, Guanaco,
Sleeper, QR and ▇▇▇▇▇▇ ▇▇▇▇) 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.
In the fourth quarter of 1999, following a comprehensive evaluation of its
mining properties on the basis set out in Note 1, the Company determined that
the net recoverable amounts of the Fort ▇▇▇▇, Kubaka, ▇▇▇▇▇▇▇, and
▇▇▇▇▇▇-Rawhide mines 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
totalling $184.9 million to write-down these mining properties and other
development projects and non-core assets to their estimated recoverable
amounts. The 1999 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:
2001 2000 1999
---- ----- ----
Income taxes
Current
Canada(i)............................................... $0.2 $ 0.3 $0.3
Foreign................................................. 2.7 4.1 2.6
Future
Canada.................................................. -- -- --
Foreign................................................. -- -- --
Mining taxes
Current -- Canada......................................... -- -- --
Future -- Canada.......................................... -- (3.5) --
---- ----- ----
$2.9 $ 0.9 $2.9
==== ===== ====
---------------
(i) Represents Large Corporations Tax.
F-52
(b) The reconciliation of the combined Canadian federal and provincial
statutory income tax rate to the effective tax rate is as follows:
2001 2000 1999
----- ----- -----
Combined statutory income tax rate.......................... (41.1)% (42.0)% (43.0)%
Increase (decrease) resulting from:
Mining taxes.............................................. -- (2.9) --
Resource allowance and depletion.......................... 4.7 0.2 0.1
Difference in foreign tax rates........................... 10.2 12.0 9.8
Non-recognition of benefit of losses...................... 35.7 33.1 31.3
Other..................................................... 0.6 0.4 3.1
----- ----- -----
Effective tax rate.......................................... 10.1% 0.8% 1.3%
===== ===== =====
(c) At December 31, 2001, the Company has Canadian net operating loss
carryforwards of approximately $20.3 million which expire in 2006 to
2008.
(d) At December 31, 2001, the Company has U.S. net operating losses
carryforward of approximately $244.5 million and alternative minimum
tax net operating losses of approximately $153.5 million expiring in
2004 through 2021. The use of the U.S. losses carryforward will be
limited in any given year as a result of previous changes in ownership
of the Company.
(e) At December 31, 2001, the Company has Chilean net operating losses
carryforward of approximately $131.8 million which do not expire.
(f) At December 31, 2001, the Company has Australian net operating losses
carryforward of approximately $8.1 million which do not expire.
(g) The following information summarizes the principal temporary
differences and the related future tax effect.
2001 2000 1999
------ ------ ------
Future tax assets
Accrued expenses and other................................ $ 4.4 $ 5.1 $ 1.8
Site restoration cost accruals............................ 5.9 10.5 10.8
Deferred revenue.......................................... -- 1.4 3.3
Alternative minimum tax credits........................... 8.0 5.7 9.5
Non-capital loss carryforwards............................ 123.7 129.1 103.8
Inventory capitalization.................................. 0.2 0.5 1.9
------ ------ ------
Gross future tax assets................................... 142.2 152.3 131.1
Future tax liabilities
Property, plant and equipment............................. 41.9 20.0 29.6
------ ------ ------
Gross future tax liabilities.............................. 41.9 20.0 29.6
------ ------ ------
100.3 132.3 101.5
Valuation allowance......................................... 103.6 135.8 108.8
------ ------ ------
Net future tax liabilities.................................. $ 3.3 $ 3.5 $ 7.3
====== ====== ======
17. SEGMENTED INFORMATION
The Company operates five gold mines: Hoyle Pond, located in Ontario; Kubaka
(54.7% ownership), located in Russia; Fort ▇▇▇▇, located in Alaska; Blanket,
located in Zimbabwe and ▇▇▇▇▇▇▇, located in Chile.
In addition to its producing gold mines, the Company has an 85.9% 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. The
accounting policies used by these segments are the same as those described in
the Summary of Significant Accounting Policies (see Note 1).
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-53
REPORTABLE OPERATING SEGMENTS
-----------------------------------------------------------------
BLANKET CORPORATE
▇▇▇▇▇ KUBAKA FORT ▇▇▇▇ (SEE NOTE 15) ▇▇▇▇▇▇▇ E-CRETE AND OTHER(C) TOTAL
------- ------- --------- ------------- ------- ------- ------------ ---------
AS AT AND FOR THE YEAR ENDED
DECEMBER 31, 2001
Mining revenue................. $ 41.7 $ 67.8 $ 109.0 $ 13.3 $ 18.4 $ -- $ 19.9 $ 270.1
Interest income................ -- 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 (loss) profit(a)....... (0.7) 8.7 (20.9) (10.8) 1.7 (3.9) (2.0) (27.9)
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 AND FOR THE YEAR ENDED
DECEMBER 31, 2000
Mining revenue................. $ 38.4 $ 67.7 $ 102.8 $ 9.3 $ 23.8 $ -- $ 29.0 $ 271.0
Interest income................ -- 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 (loss) profit(a)....... (8.3) 2.2 (9.7) (1.3) (40.3) (1.3) (42.5) (101.2)
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
AS AT AND FOR THE YEAR ENDED
DECEMBER 31, 1999
Mining revenue................. $ 38.1 $ 71.0 $ 98.3 $ 10.3 $ 25.2 -- $ 61.1 $ 304.0
Interest income................ -- 3.0 0.3 0.7 0.1 -- 6.8 10.9
Interest expense............... -- 5.4 5.7 -- 0.8 -- 3.9 15.8
Depreciation, depletion and
amortization................. 12.2 35.9 43.9 1.0 4.9 -- 13.0 110.9
Write-down of mineral
properties................... -- 10.6 108.8 -- 11.2 -- 54.3 184.9
Segment (loss) profit(a)....... (2.9) (13.5) (129.2) 1.7 (17.5) -- (64.7) (226.1)
Segment assets................. 102.7 148.3 357.7 8.7 47.1 -- 217.9(b) 882.4
Capital expenditures........... 18.6 1.1 9.5 0.9 8.0 -- 5.9 44.0
---------------
(a) Segment (loss) profit includes the write-down of property, plant and
equipment.
(b) Includes $64.4 million (2000 -- $53.4 million, 1999 -- $86.5 million)
in cash and cash equivalents held at the Corporate level.
(c) Includes Corporate and other non-core mining operations.
RECONCILIATION OF REPORTABLE OPERATING SEGMENT LOSS TO NET LOSS FOR THE
YEAR:
2001 2000 1999
------ ------- -------
Segment loss................................................ $(25.9) $ (58.7) $(161.4)
Add (deduct) items not included in segment loss:
Corporate and other......................................... (2.0) (42.5) (64.7)
------ ------- -------
(27.9) (101.2) (226.1)
Gain on sale of assets...................................... 1.2 4.1 0.1
Share in loss of investee companies......................... (2.2) (8.1) (0.3)
Write-down of marketable securities and long-term
investments............................................... -- (13.1) (4.6)
Provision for income and mining taxes....................... (2.9) (0.9) (2.9)
Dividends on convertible preferred shares of subsidiary
company................................................... (5.1) (6.9) (6.9)
------ ------- -------
Net loss for the year....................................... $(36.9) $(126.1) $(240.7)
====== ======= =======
F-54
ENTERPRISE-WIDE DISCLOSURE:
Geographic information:
PROPERTY,
PLANT AND
MINING REVENUE EQUIPMENT
-------------------------- ----------------
2001 2000 1999 2001 2000
------ ------ ------ ------ ------
United States............................................... $123.3 $123.9 $134.1 $289.8 $339.2
Russia...................................................... 67.8 67.7 71.0 31.0 53.2
Chile....................................................... 18.7 28.1 31.7 -- --
Other....................................................... 13.3 9.3 10.3 5.3 15.4
------ ------ ------ ------ ------
Total foreign............................................... 223.1 229.0 247.1 326.1 407.8
Canada...................................................... 47.0 42.0 56.9 88.9 97.8
------ ------ ------ ------ ------
Total....................................................... $270.1 $271.0 $304.0 $415.0 $505.6
====== ====== ====== ====== ======
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 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. In 1999, sales to four customers totalled $80.0
million, $58.4 million, $40.7 million and $37.7 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 $2.1 million in 2001, $2.2 million
in 2000, and $2.3 million in 1999.
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 as of November 30, 2001. 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, 2001.
In the United States, defined benefit plans cover former employees of the
▇▇▇▇▇▇▇▇▇▇ 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:
2001 2000 1999
----- ----- -----
Service cost................................................ $ 0.1 $ 0.1 $ 0.1
Interest cost............................................... 0.7 0.7 0.7
Expected return on assets................................... (0.8) (0.8) (0.3)
----- ----- -----
Net periodic expense........................................ $ -- $ -- $ 0.5
===== ===== =====
The following table summarizes the change in benefit obligations:
2001 2000
----- -----
Benefit obligation, beginning of year....................... $10.8 $ 9.9
Service cost................................................ 0.1 0.1
Interest cost............................................... 0.7 0.7
Actuarial loss.............................................. 0.6 0.7
Benefits paid............................................... (0.6) (0.6)
----- -----
Benefit obligation, end of year............................. $11.6 $10.8
===== =====
F-55
The following table summarizes the funded status of the plans and the related
amounts recognized in the Company's financial statements at December 31:
2001 2000
----- -----
Projected Benefit obligations............................... $11.6 $10.8
Plan assets at fair value................................... (10.3) (9.6)
----- -----
Plan assets less than projected Benefit obligations......... 1.3 1.2
Unrecognized net gain (loss)................................ (0.9) 0.3
----- -----
Accrued pension liability................................... $ 0.4 $ 1.5
===== =====
The following table summarizes the change in fair value of plan assets:
2001 2000
----- ----
Fair value of plan assets, beginning of year................ $ 9.6 $9.0
Actual return............................................... 0.4 0.5
Employer contributions...................................... 1.0 0.8
Benefits paid............................................... (0.6) (0.6)
Other....................................................... (0.1) (0.1)
----- ----
Fair value of plan assets, end of year...................... $10.3 $9.6
===== ====
The following assumptions were used in calculating the funded status of the
plans at December 31 and the pension cost for the subsequent year:
2001 2000
---- ----
Expected long-term rate of return on assets................. 7.5% 8.0%
Discount rate............................................... 7.0% 7.5%
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, 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:
2001 2000
----- -----
Accumulated post-retirement benefit obligation:
Retirees.................................................. $ 2.8 $ 2.5
Active plan participants.................................. -- --
----- -----
Total accumulated post-retirement benefit obligation........ 2.8 2.5
Plan assets at fair value................................... -- --
----- -----
Accumulated post-retirement benefit obligation in excess of
plan assets............................................... (2.8) (2.5)
Unrecognized prior service cost............................. -- --
Unrecognized net loss (gain)................................ 0.1 (0.1)
----- -----
Accrued post-retirement benefit cost........................ $(2.7) $(2.6)
===== =====
The accumulated post-retirement benefit obligation was determined using a
weighted average annual discount rate of 7.0% in 2001 and 7.75% in 2000. The
assumed health care trend rate for 2001 is 10.65% declining gradually to
5.50% in 2017 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 2001 post-retirement benefit cost and the
accumulated benefit obligation at December 31, 2001.
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, 2001 and 2000, the
Company's liability for post-employment benefits totaled $1.5 million and
$2.4 million, respectively, and is included in other liabilities.
20. 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").
This note has been restated to disclose the effect of accounting for the
investment in Omolon under the equity method as required under U.S. GAAP as
opposed to the proportionate consolidation method used under Canadian GAAP.
F-56
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 DECEMBER 31, 2001
ELIMINATION ADDITIONAL REDUCTION UNREALIZED
RECOGNITION OF EFFECTS OF WRITEDOWN IN DEPRECIATION, GAINS ON
OF DEFERRED RECOGNITION OF PROPERTY, DEPLETION MARKETABLE
EXCHANGE OF EQUITY PLANT AND AND REVERSAL SECURITIES
GAINS ON COMPONENT EQUIPMENT AMORTIZATION OF 1991 AND
UNDER CONVERTIBLE OF CONVERTIBLE UNDER UNDER DEFICIT LONG-TERM
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP U.S. GAAP ELIMINATION INVESTMENTS
-------- ----------- -------------- ------------ ---------------- ----------- -----------
(A) (A) (B) (B) (C) (D)
ASSETS
Current assets
Cash and cash
equivalents............ $ 81.0 $ -- $ -- $ -- $ -- $ -- $ --
Restricted cash.......... -- -- -- -- -- -- --
Accounts receivable...... 13.8 -- -- -- -- -- --
Inventories.............. 42.4 -- -- -- -- -- --
Marketable securities.... 1.5 -- -- -- -- -- 0.3
------ ------ ------- ------ ----- ----- ----
138.7 -- -- -- -- -- 0.3
Property, plant and
equipment................ 415.0 -- -- (60.5) 17.9 -- --
Long-term investments...... 12.9 -- -- -- -- -- 4.6
Deferred charges and other
assets................... 11.0 -- 0.5 -- -- -- --
------ ------ ------- ------ ----- ----- ----
$577.6 $ -- $ 0.5 $(60.5) $17.9 $ -- $4.9
====== ====== ======= ====== ===== ===== ====
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... 28.1 -- 94.7 -- -- -- --
Redeemable retractable
preferred shares......... 3.1 -- -- -- -- -- --
------ ------ ------- ------ ----- ----- ----
200.8 -- 94.7 -- -- -- --
------ ------ ------- ------ ----- ----- ----
CONVERTIBLE PREFERRED SHARES
OF SUBSIDIARY COMPANY...... 48.0 -- -- -- -- -- --
------ ------ ------- ------ ----- ----- ----
COMMON SHAREHOLDERS' EQUITY
Common share capital....... 945.7 -- -- -- -- 5.3 --
Contributed surplus........ 12.9 -- -- -- -- -- --
Equity component of
convertible debentures... 124.8 (20.2) (104.6) -- -- -- --
Deficit.................... (726.0) 20.2 10.4 (60.5) 17.9 (5.3) --
Cumulative translation
adjustments.............. (28.6) -- -- -- -- -- --
Accumulated other
comprehensive income..... -- -- -- -- -- -- 4.9
------ ------ ------- ------ ----- ----- ----
328.8 -- (94.2) (60.5) 17.9 -- 4.9
------ ------ ------- ------ ----- ----- ----
$577.6 $ -- $ 0.5 $(60.5) $17.9 $ -- $4.9
====== ====== ======= ====== ===== ===== ====
RECLASSIFICATION UNDER
ADOPTION OF U.S. GAAP TO
OF CUMULATIVE BEFORE ADJUST TO UNDER
SFAS FLOW THROUGH TRANSLATION ADJUSTING TO EQUITY U.S.
133 SHARES ADJUSTMENTS EQUITY BASIS BASIS GAAP
-------- ------------ ---------------- --------------- ----------- -----------
(RESTATED-
(E) (F) (I) (K) (J) AND (K) NOTE 20(K))
ASSETS
Current assets
Cash and cash
equivalents............ $ -- $(4.6) $ -- $ 76.4 $ (5.5) $ 70.9
Restricted cash.......... -- 4.6 -- 4.6 -- 4.6
Accounts receivable...... -- -- -- 13.8 5.7 19.5
Inventories.............. -- -- -- 42.4 (15.6) 26.8
Marketable securities.... -- -- -- 1.8 -- 1.8
---- ----- ----- ------ ------ ------
-- -- -- 139.0 (15.4) 123.6
Property, plant and
equipment................ -- -- -- 372.4 (26.9) 345.5
Long-term investments...... -- -- -- 17.5 32.4 49.9
Deferred charges and other
assets................... -- -- -- 11.5 (4.3) 7.2
---- ----- ----- ------ ------ ------
$ -- $ -- $ -- $540.4 $(14.2) $526.2
==== ===== ===== ====== ====== ======
LIABILITIES
Current liabilities
Accounts payable and
accrued liabilities.... $4.6 $ 1.1 $ -- $ 36.7 $ (6.4) $ 30.3
Current portion of long-
term debt.............. -- -- -- 33.1 (4.2) 28.9
Current portion of site
restoration cost
accruals............... -- -- -- 12.6 (1.9) 10.7
---- ----- ----- ------ ------ ------
4.6 1.1 -- 82.4 (12.5) 69.9
Long-term debt............. -- -- -- 31.0 (0.2) 30.8
Site restoration cost
accruals................. -- -- -- 43.0 (1.5) 41.5
Future income and mining
taxes.................... -- -- -- 3.3 -- 3.3
Deferred revenue........... (9.6) -- -- -- -- --
Other long-term
liabilities.............. -- -- -- 6.0 -- 6.0
Debt component of
convertible debentures... -- -- -- 122.8 -- 122.8
Redeemable retractable
preferred shares......... -- -- -- 3.1 -- 3.1
---- ----- ----- ------ ------ ------
(5.0) 1.1 -- 291.6 (14.2) 277.4
---- ----- ----- ------ ------ ------
CONVERTIBLE PREFERRED SHARES
OF SUBSIDIARY COMPANY...... -- -- -- 48.0 -- 48.0
---- ----- ----- ------ ------ ------
COMMON SHAREHOLDERS' EQUITY
Common share capital....... -- (1.1) -- 949.9 -- 949.9
Contributed surplus........ -- -- -- 12.9 -- 12.9
Equity component of
convertible debentures... -- -- -- -- -- --
Deficit.................... (3.9) -- -- (747.2) -- (747.2)
Cumulative translation
adjustments.............. -- -- 28.6 -- -- --
Accumulated other
comprehensive income..... 8.9 -- (28.6) (14.8) -- (14.8)
---- ----- ----- ------ ------ ------
5.0 (1.1) -- 200.8 -- 200.8
---- ----- ----- ------ ------ ------
$ -- $ -- $ -- $540.4 $(14.2) $526.2
==== ===== ===== ====== ====== ======
F-57
CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31, 2000
ELIMINATION ADDITIONAL REDUCTION UNREALIZED
RECOGNITION OF EFFECTS OF WRITEDOWN IN DEPRECIATION, GAINS ON
OF DEFERRED RECOGNITION OF PROPERTY, DEPLETION MARKETABLE
EXCHANGE OF EQUITY PLANT AND AND REVERSAL SECURITIES
GAINS ON COMPONENT EQUIPMENT AMORTIZATION OF 1991 AND
UNDER CONVERTIBLE OF CONVERTIBLE UNDER UNDER DEFICIT LONG-TERM
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP U.S. GAAP ELIMINATION INVESTMENTS
-------- ----------- -------------- ------------ ---------------- ----------- -----------
(A) (A) (B) (B) (C) (D)
ASSETS
Current assets
Cash and cash
equivalents............ $ 77.8 $ -- $ -- $ -- $ -- $ -- $ --
Restricted cash.......... 2.9 -- -- -- -- -- --
Accounts receivable...... 20.3 -- -- -- -- -- --
Inventories.............. 54.6 -- -- -- -- -- --
Marketable securities.... 0.7 -- -- -- -- -- --
------ ------ ------- ------ ----- ----- ----
156.3 -- -- -- -- -- --
Property, plant and
equipment................ 505.6 -- -- (60.5) 11.8 -- --
Long-term investments...... 14.4 -- -- -- -- -- 0.4
Deferred charges and other
assets................... 23.7 -- 0.7 -- -- -- --
------ ------ ------- ------ ----- ----- ----
$700.0 $ -- $ 0.7 $(60.5) $11.8 $ -- $0.4
====== ====== ======= ====== ===== ===== ====
LIABILITIES
Current liabilities
Accounts payable and
accrued liabilities.... $ 40.8 $ -- $ -- $ -- $ -- $ -- $ --
Current portion of long-
term debt.............. 31.5 -- -- -- -- -- --
Current portion of site
restoration cost
accruals............... 9.3 -- -- -- -- -- --
------ ------ ------- ------ ----- ----- ----
81.6 -- -- -- -- -- --
Long-term debt............. 79.8 -- -- -- -- -- --
Site restoration cost
accruals................. 47.9 -- -- -- -- -- --
Future income and mining
taxes.................... 3.5 -- -- -- -- -- --
Deferred revenue........... 10.1 -- -- -- -- -- --
Other long-term
liabilities.............. 10.1 -- -- -- -- -- --
Debt component of
convertible debentures... 33.4 -- 97.0 -- -- -- --
Redeemable retractable
preferred shares......... 3.1 -- -- -- -- -- --
------ ------ ------- ------ ----- ----- ----
269.5 -- 97.0 -- -- -- --
------ ------ ------- ------ ----- ----- ----
CONVERTIBLE PREFERRED SHARES
OF SUBSIDIARY COMPANY...... 91.8 -- -- -- -- -- --
------ ------ ------- ------ ----- ----- ----
COMMON SHAREHOLDERS' EQUITY
Common share capital....... 913.2 -- -- -- -- 5.3 --
Contributed surplus........ 12.9 -- -- -- -- -- --
Equity component of
convertible debentures... 117.0 (12.4) (104.6) -- -- -- --
Deficit.................... (681.4) 12.4 8.3 (60.5) 11.8 (5.3) --
Cumulative translation
adjustments.............. (23.0) -- -- -- -- -- --
Accumulated other
comprehensive income..... -- -- -- -- -- -- 0.4
------ ------ ------- ------ ----- ----- ----
338.7 -- (96.3) (60.5) 11.8 -- 0.4
------ ------ ------- ------ ----- ----- ----
$700.0 $ -- $ 0.7 $(60.5) $11.8 $ -- $0.4
====== ====== ======= ====== ===== ===== ====
RECLASSIFICATION UNDER
ADOPTION OF U.S. GAAP TO
OF CUMULATIVE BEFORE ADJUST TO UNDER
SFAS FLOW THROUGH TRANSLATION ADJUSTING TO EQUITY U.S.
133 SHARES ADJUSTMENTS EQUITY BASIS BASIS GAAP
-------- ------------ ---------------- --------------- ----------- -----------
(RESTATED-
(E) (F) (I) (K) (J) AND (K) NOTE 20(K))
ASSETS
Current assets
Cash and cash
equivalents............ $ -- $(1.4) $ -- $ 76.4 $(17.3) $ 59.1
Restricted cash.......... -- 1.4 -- 4.3 -- 4.3
Accounts receivable...... -- -- -- 20.3 1.3 21.6
Inventories.............. -- -- -- 54.6 (21.7) 32.9
Marketable securities.... -- -- -- 0.7 -- 0.7
---- ----- ----- ------ ------ ------
-- -- -- 156.3 (37.7) 118.6
Property, plant and
equipment................ -- -- -- 456.9 (45.6) 411.3
Long-term investments...... -- -- -- 14.8 33.2 48.0
Deferred charges and other
assets................... -- -- -- 24.4 -- 24.4
---- ----- ----- ------ ------ ------
$ -- $ -- $ -- $652.4 $(50.1) $602.3
==== ===== ===== ====== ====== ======
LIABILITIES
Current liabilities
Accounts payable and
accrued liabilities.... $ -- $ -- $ -- $ 40.8 $ (8.1) $ 32.7
Current portion of long-
term debt.............. -- -- -- 31.5 (22.3) 9.2
Current portion of site
restoration cost
accruals............... -- -- -- 9.3 -- 9.3
---- ----- ----- ------ ------ ------
-- -- -- 81.6 (30.4) 51.2
Long-term debt............. -- -- -- 79.8 (16.7) 63.1
Site restoration cost
accruals................. -- -- -- 47.9 (3.0) 44.9
Future income and mining
taxes.................... -- -- -- 3.5 -- 3.5
Deferred revenue........... -- -- -- 10.1 -- 10.1
Other long-term
liabilities.............. -- -- -- 10.1 -- 10.1
Debt component of
convertible debentures... -- -- -- 130.4 -- 130.4
Redeemable retractable
preferred shares......... -- -- -- 3.1 -- 3.1
---- ----- ----- ------ ------ ------
-- -- -- 366.5 (50.1) 316.4
---- ----- ----- ------ ------ ------
CONVERTIBLE PREFERRED SHARES
OF SUBSIDIARY COMPANY...... -- -- -- 91.8 -- 91.8
---- ----- ----- ------ ------ ------
COMMON SHAREHOLDERS' EQUITY
Common share capital....... -- -- -- 918.5 -- 918.5
Contributed surplus........ -- -- -- 12.9 -- 12.9
Equity component of
convertible debentures... -- -- -- -- -- --
Deficit.................... -- -- -- (714.7) -- (714.7)
Cumulative translation
adjustments.............. -- -- 23.0 -- -- --
Accumulated other
comprehensive income..... -- -- (23.0) (22.6) -- (22.6)
---- ----- ----- ------ ------ ------
-- -- -- 194.1 -- 194.1
---- ----- ----- ------ ------ ------
$ -- $ -- $ -- $652.4 $(50.1) $602.3
==== ===== ===== ====== ====== ======
F-58
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
ELIMINATION ADDITIONAL REDUCTION
RECOGNITION OF EFFECTS OF WRITEDOWN IN DEPRECIATION,
OF DEFERRED RECOGNITION OF PROPERTY, DEPLETION
EXCHANGE OF EQUITY PLANT AND AND REVERSAL
GAINS ON COMPONENT EQUIPMENT AMORTIZATION OF 1991
UNDER CONVERTIBLE OF CONVERTIBLE UNDER UNDER DEFICIT
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP U.S. GAAP ELIMINATION
-------- ----------- -------------- ------------ ---------------- -----------
(A) (A) (B) (B) (C)
REVENUE
Mining revenue............ $270.1 $ -- $ -- $ -- $ -- $ --
Interest and other
income.................. 9.3 -- -- -- -- --
▇▇▇▇ to market gain (loss)
on call options......... 3.5 -- -- -- -- --
------ ----- ----- ----- ----- -----
282.9 -- -- -- -- --
------ ----- ----- ----- ----- -----
EXPENSES
Operating................. 180.7 -- -- -- -- --
General and
administrative.......... 10.1 -- -- -- -- --
Exploration............... 7.9 -- -- -- -- --
Depreciation, depletion
and amortization........ 85.8 -- -- -- (6.1) --
Gain on sale of assets.... (1.2) -- -- -- -- --
Foreign exchange loss..... 1.1 (6.3) -- -- -- --
Interest expense on long-
term liabilities........ 9.1 -- 4.1 -- -- --
Writedown of marketable
securities and long-term
investments............. -- -- -- -- -- --
Writedown of property,
plant and equipment..... 16.1 -- -- -- -- --
------ ----- ----- ----- ----- -----
309.6 (6.3) 4.1 -- (6.1) --
------ ----- ----- ----- ----- -----
(26.7) 6.3 (4.1) -- 6.1 --
Share in loss of investee
companies................. (2.2) -- -- -- -- --
------ ----- ----- ----- ----- -----
LOSS BEFORE TAXES AND
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ (28.9) 6.3 (4.1) -- 6.1 --
Provision for income and
mining taxes.............. (2.9) -- -- -- -- --
------ ----- ----- ----- ----- -----
LOSS FOR THE YEAR BEFORE
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ (31.8) 6.3 (4.1) -- 6.1 --
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ (5.1) -- -- -- -- --
------ ----- ----- ----- ----- -----
NET LOSS FOR THE YEAR...... (36.9) 6.3 (4.1) -- 6.1 --
INCREASE IN EQUITY
COMPONENT OF CONVERTIBLE
DEBENTURES................ (7.7) -- 7.7 -- -- --
------ ----- ----- ----- ----- -----
NET LOSS FOR THE YEAR
ATTRIBUTABLE TO COMMON
SHAREHOLDERS.............. $(44.6) $ 6.3 $ 3.6 $ -- $ 6.1 $ --
====== ===== ===== ===== ===== =====
LOSS PER SHARE
Basic and diluted.......... $(0.14)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
(MILLIONS)................ 313.4
UNREALIZED
GAINS ON
MARKETABLE RECLASSIFICATION UNDER
SECURITIES ADOPTION OF U.S. GAAP TO
AND OF CUMULATIVE BEFORE ADJUST TO
LONG-TERM SFAS FLOW THROUGH TRANSLATION ADJUSTING TO EQUITY
INVESTMENTS 133 SHARES ADJUSTMENTS EQUITY BASIS BASIS
------------- -------- ------------ ---------------- --------------- -----------
(D) (C) (F) (I) (K) (J) AND (K)
REVENUE
Mining revenue............ $ -- $ -- $ -- $ -- $270.1 $(67.8)
Interest and other
income.................. -- (3.9) -- -- 5.4 2.5
▇▇▇▇ to market gain (loss)
on call options......... -- -- -- -- 3.5 --
----- ----- ----- ----- ------ ------
-- (3.9) -- -- 279.0 (65.3)
----- ----- ----- ----- ------ ------
EXPENSES
Operating................. -- -- -- -- 180.7 (34.2)
General and
administrative.......... -- -- -- -- 10.1 --
Exploration............... -- -- -- -- 7.9 (2.1)
Depreciation, depletion
and amortization........ -- -- -- -- 79.7 (20.5)
Gain on sale of assets.... -- -- -- -- (1.2) --
Foreign exchange loss..... -- -- -- -- (5.2) (0.4)
Interest expense on long-
term liabilities........ -- -- -- -- 13.2 (3.6)
Writedown of marketable
securities and long-term
investments............. -- -- -- -- -- --
Writedown of property,
plant and equipment..... -- -- -- -- 16.1 --
----- ----- ----- ----- ------ ------
-- -- -- -- 301.3 (60.8)
----- ----- ----- ----- ------ ------
-- (3.9) -- -- (22.3) (4.5)
Share in loss of investee
companies................. -- -- -- -- (2.2) (0.8)
----- ----- ----- ----- ------ ------
LOSS BEFORE TAXES AND
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ -- (3.9) -- -- (24.5) (5.3)
Provision for income and
mining taxes.............. -- -- -- -- (2.9) 5.3
----- ----- ----- ----- ------ ------
LOSS FOR THE YEAR BEFORE
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ -- (3.9) -- -- (27.4) --
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ -- -- -- -- (5.1) --
----- ----- ----- ----- ------ ------
NET LOSS FOR THE YEAR...... -- (3.9) -- -- (32.5) --
INCREASE IN EQUITY
COMPONENT OF CONVERTIBLE
DEBENTURES................ -- -- -- -- -- --
----- ----- ----- ----- ------ ------
NET LOSS FOR THE YEAR
ATTRIBUTABLE TO COMMON
SHAREHOLDERS.............. $ -- $(3.9) $ -- $ -- $(32.5) $ --
===== ===== ===== ===== ====== ======
LOSS PER SHARE
Basic and diluted..........
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
(MILLIONS)................
UNDER
U.S.
GAAP
-----------
(RESTATED-
NOTE 20(K))
REVENUE
Mining revenue............ $202.3
Interest and other
income.................. 7.9
▇▇▇▇ to market gain (loss)
on call options......... 3.5
------
213.7
------
EXPENSES
Operating................. 146.5
General and
administrative.......... 10.1
Exploration............... 5.8
Depreciation, depletion
and amortization........ 59.2
Gain on sale of assets.... (1.2)
Foreign exchange loss..... (5.6)
Interest expense on long-
term liabilities........ 9.6
Writedown of marketable
securities and long-term
investments............. --
Writedown of property,
plant and equipment..... 16.1
------
240.5
------
(26.8)
Share in loss of investee
companies................. (3.0)
------
LOSS BEFORE TAXES AND
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ (29.8)
Provision for income and
mining taxes.............. 2.4
------
LOSS FOR THE YEAR BEFORE
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ (27.4)
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ (5.1)
------
NET LOSS FOR THE YEAR...... (32.5)
INCREASE IN EQUITY
COMPONENT OF CONVERTIBLE
DEBENTURES................ --
------
NET LOSS FOR THE YEAR
ATTRIBUTABLE TO COMMON
SHAREHOLDERS.............. $(32.5)
======
LOSS PER SHARE
Basic and diluted.......... $(0.10)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
(MILLIONS)................ 313.4
F-59
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
ELIMINATION ADDITIONAL REDUCTION
RECOGNITION OF EFFECTS OF WRITEDOWN IN DEPRECIATION,
OF DEFERRED RECOGNITION OF PROPERTY, DEPLETION
EXCHANGE OF EQUITY PLANT AND AND REVERSAL
GAINS ON COMPONENT EQUIPMENT AMORTIZATION OF 1991
UNDER CONVERTIBLE OF CONVERTIBLE UNDER UNDER DEFICIT
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP U.S. GAAP ELIMINATION
-------- ----------- -------------- ------------ ---------------- -----------
(A) (A) (B) (B) (C)
REVENUE
Mining revenue............ $ 271.0 $ -- $ -- $ -- $ -- $ --
Interest and other
income.................. 14.2 -- -- -- -- --
▇▇▇▇ to market gain (loss)
on call options......... 4.1 -- -- -- -- --
------- ----- ----- ----- ---- -----
289.3 -- -- -- -- --
------- ----- ----- ----- ---- -----
EXPENSES
Operating................. 189.6 -- -- -- -- --
General and
administrative.......... 10.4 -- -- -- -- --
Exploration............... 11.4 -- -- -- -- --
Depreciation, depletion
and amortization........ 93.2 -- -- -- (7.7) --
Gain on sale of assets.... (4.1) -- -- -- -- --
Foreign exchange (loss)
gain.................... (0.5) (5.7) -- -- -- --
Interest expense on long-
term liabilities........ 14.3 -- 4.9 -- -- --
Writedown of marketable
securities and long-term
investments............. 13.1 -- -- -- -- --
Writedown of property,
plant and equipment..... 72.1 -- -- (3.9) -- --
------- ----- ----- ----- ---- -----
399.5 (5.7) 4.9 (3.9) (7.7) --
------- ----- ----- ----- ---- -----
(110.2) 5.7 (4.9) 3.9 7.7 --
Share in loss of investee
companies............... (8.1) -- -- -- -- --
------- ----- ----- ----- ---- -----
LOSS BEFORE TAXES AND
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ (118.3) 5.7 (4.9) 3.9 7.7 --
Provision for income and
mining taxes.............. (0.9) -- -- -- -- --
------- ----- ----- ----- ---- -----
LOSS FOR THE YEAR BEFORE
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ (119.2) 5.7 (4.9) 3.9 7.7 --
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ (6.9) -- -- -- -- --
------- ----- ----- ----- ---- -----
NET LOSS FOR THE YEAR...... (126.1) 5.7 (4.9) 3.9 7.7 --
INCREASE IN EQUITY
COMPONENT OF CONVERTIBLE
DEBENTURES................ (7.2) -- 7.2 -- -- --
------- ----- ----- ----- ---- -----
NET LOSS FOR THE YEAR
ATTRIBUTABLE TO COMMON
SHAREHOLDERS.............. $(133.3) $ 5.7 $ 2.3 $ 3.9 $7.7 $ --
======= ===== ===== ===== ==== =====
LOSS PER SHARE
Basic and diluted.......... $ (0.45)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
(MILLIONS)................ 298.1
UNREALIZED
GAINS ON
MARKETABLE RECLASSIFICATION UNDER
SECURITIES ADOPTION OF U.S. GAAP TO
AND OF CUMULATIVE BEFORE ADJUST TO
LONG-TERM SFAS FLOW THROUGH TRANSLATION ADJUSTING TO EQUITY
INVESTMENTS 133 SHARES ADJUSTMENTS EQUITY BASIS BASIS
------------- -------- ------------ ---------------- --------------- -----------
(D) (C) (F) (I) (K) (J) AND (K)
REVENUE
Mining revenue............ $ -- $ -- $ -- $ -- $ 271.0 $ (67.8)
Interest and other
income.................. -- -- -- -- 14.2 1.5
▇▇▇▇ to market gain (loss)
on call options......... -- -- -- -- 4.1 --
----- ----- ----- ----- ------- -------
-- -- -- -- 289.3 (66.3)
----- ----- ----- ----- ------- -------
EXPENSES
Operating................. -- -- -- -- 189.6 (32.2)
General and
administrative.......... -- -- -- -- 10.4 --
Exploration............... -- -- -- -- 11.4 (2.3)
Depreciation, depletion
and amortization........ -- -- -- -- 85.5 (26.0)
Gain on sale of assets.... -- -- -- -- (4.1) --
Foreign exchange (loss)
gain.................... -- -- -- -- (6.2) 0.4
Interest expense on long-
term liabilities........ -- -- -- -- 19.2 (6.3)
Writedown of marketable
securities and long-term
investments............. -- -- -- -- 13.1 --
Writedown of property,
plant and equipment..... -- -- -- -- 68.2 --
----- ----- ----- ----- ------- -------
-- -- -- -- 387.1 (66.4)
----- ----- ----- ----- ------- -------
-- -- -- -- (97.8) 0.1
Share in loss of investee
companies............... -- -- -- -- (8.1) (4.2)
----- ----- ----- ----- ------- -------
LOSS BEFORE TAXES AND
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ -- -- -- -- (105.9) (4.1)
Provision for income and
mining taxes.............. -- -- -- -- (0.9) 4.1
----- ----- ----- ----- ------- -------
LOSS FOR THE YEAR BEFORE
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ -- -- -- -- (106.8) --
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ -- -- -- -- (6.9) --
----- ----- ----- ----- ------- -------
NET LOSS FOR THE YEAR...... -- -- -- -- (113.7) --
INCREASE IN EQUITY
COMPONENT OF CONVERTIBLE
DEBENTURES................ -- -- -- -- -- --
----- ----- ----- ----- ------- -------
NET LOSS FOR THE YEAR
ATTRIBUTABLE TO COMMON
SHAREHOLDERS.............. $ -- $ -- $ -- $ -- $(113.7) $ --
===== ===== ===== ===== ======= =======
LOSS PER SHARE
Basic and diluted..........
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
(MILLIONS)................
UNDER
U.S.
GAAP
-----------
(RESTATED-
NOTE 20(K))
REVENUE
Mining revenue............ $ 203.2
Interest and other
income.................. 15.7
▇▇▇▇ to market gain (loss)
on call options......... 4.1
-------
223.0
-------
EXPENSES
Operating................. 157.4
General and
administrative.......... 10.4
Exploration............... 9.1
Depreciation, depletion
and amortization........ 59.5
Gain on sale of assets.... (4.1)
Foreign exchange (loss)
gain.................... (5.8)
Interest expense on long-
term liabilities........ 12.9
Writedown of marketable
securities and long-term
investments............. 13.1
Writedown of property,
plant and equipment..... 68.2
-------
320.7
-------
(97.7)
Share in loss of investee
companies............... (12.3)
-------
LOSS BEFORE TAXES AND
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ (110.0)
Provision for income and
mining taxes.............. 3.2
-------
LOSS FOR THE YEAR BEFORE
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ (106.8)
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY........ (6.9)
-------
NET LOSS FOR THE YEAR...... (113.7)
INCREASE IN EQUITY
COMPONENT OF CONVERTIBLE
DEBENTURES................ --
-------
NET LOSS FOR THE YEAR
ATTRIBUTABLE TO COMMON
SHAREHOLDERS.............. $(113.7)
=======
LOSS PER SHARE
Basic and diluted.......... $ (0.38)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
(MILLIONS)................ 298.1
F-60
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
ELIMINATION ADDITIONAL REDUCTION UNREALIZED
RECOGNITION OF EFFECTS OF WRITEDOWN IN DEPRECIATION, GAINS ON
OF DEFERRED RECOGNITION OF PROPERTY, DEPLETION MARKETABLE
EXCHANGE OF EQUITY PLANT AND AND REVERSAL SECURITIES
GAINS ON COMPONENT EQUIPMENT AMORTIZATION OF 1991 AND
UNDER CONVERTIBLE OF CONVERTIBLE UNDER UNDER DEFICIT LONG-TERM
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP U.S. GAAP ELIMINATION INVESTMENTS
-------- ----------- -------------- ------------ ---------------- ----------- -----------
(A) (A) (B) (B) (C) (D)
REVENUE
Mining revenue.......... $ 304.0 $ -- $ -- $ -- $ -- $ -- $ --
Interest and other
income................ 15.5 -- -- -- -- -- --
▇▇▇▇ to market gain
(loss) on call
options............... (2.5) -- -- -- -- -- --
------- ----- ----- ------ ----- ----- -----
317.0 -- -- -- -- -- --
------- ----- ----- ------ ----- ----- -----
EXPENSES
Operating............... 209.4 -- -- -- -- -- --
General and
administrative........ 11.2 (0.2) -- -- -- -- --
Exploration............. 11.1 -- -- -- -- -- --
Depreciation, depletion
and amortization...... 110.9 -- -- -- (4.1) -- --
Gain on sale of
assets................ (0.1) -- -- -- -- -- --
Foreign exchange (loss)
gain.................. (0.2) 8.0 -- -- -- -- --
Interest expense on
long-term
liabilities........... 15.8 -- 4.4 -- -- -- --
Writedown of marketable
securities and
long-term
investments........... 4.6 -- -- -- -- -- --
Writedown of property,
plant and equipment... 184.9 -- -- (20.5) -- -- --
------- ----- ----- ------ ----- ----- -----
547.6 7.8 4.4 (20.5) (4.1) -- --
------- ----- ----- ------ ----- ----- -----
(230.6) (7.8) (4.4) 20.5 4.1 -- --
Share in loss of investee
companies............... (0.3) -- -- -- -- -- --
------- ----- ----- ------ ----- ----- -----
LOSS BEFORE TAXES AND
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY...... (230.9) (7.8) (4.4) 20.5 4.1 -- --
Provision for income and
mining taxes............ (2.9) -- -- -- -- -- --
------- ----- ----- ------ ----- ----- -----
LOSS FOR THE YEAR BEFORE
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY...... (233.8) (7.8) (4.4) 20.5 4.1 -- --
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY...... (6.9) -- -- -- -- -- --
------- ----- ----- ------ ----- ----- -----
NET LOSS FOR THE YEAR.... (240.7) (7.8) (4.4) 20.5 4.1 -- --
INCREASE IN EQUITY
COMPONENT OF CONVERTIBLE
DEBENTURES.............. (6.5) -- 6.5 -- -- -- --
------- ----- ----- ------ ----- ----- -----
NET LOSS FOR THE YEAR
ATTRIBUTABLE TO COMMON
SHAREHOLDERS............ $(247.2) $(7.8) $ 2.1 $ 20.5 $ 4.1 $ -- $ --
======= ===== ===== ====== ===== ===== =====
LOSS PER SHARE
Basic and diluted........ $ (0.83)
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING
(MILLIONS).............. 299.2
OBLIGATION
FOR EMPLOYEE
FUTURE RECLASSIFICATION UNDER
BENEFITS OF U.S. GAAP TO
OTHER CUMULATIVE BEFORE ADJUST TO UNDER
THAN FLOW THROUGH TRANSLATION ADJUSTING TO EQUITY U.S.
PENSIONS SHARES ADJUSTMENTS EQUITY BASIS BASIS GAAP
------------ ------------ ---------------- --------------- ----------- -----------
(E) (F) (I) (K) (J) AND (K) (RESTATED-
NOTE 20(K))
REVENUE
Mining revenue.......... $ -- $ -- $ -- $ 304.0 $ (71.0) $ 233.0
Interest and other
income................ -- -- -- 15.5 2.4 17.9
▇▇▇▇ to market gain
(loss) on call
options............... -- -- -- (2.5) -- (2.5)
----- ----- ----- ------- ------- -------
-- -- -- 317.0 (68.6) 248.4
----- ----- ----- ------- ------- -------
EXPENSES
Operating............... -- -- -- 209.4 (34.0) 175.4
General and
administrative........ -- -- -- 11.0 -- 11.0
Exploration............. -- -- -- 11.1 (1.8) 9.3
Depreciation, depletion
and amortization...... -- -- -- 106.8 (26.2) 80.6
Gain on sale of
assets................ -- -- -- (0.1) -- (0.1)
Foreign exchange (loss)
gain.................. -- -- -- 7.8 (0.1) 7.7
Interest expense on
long-term
liabilities........... -- -- -- 20.2 (7.0) 13.2
Writedown of marketable
securities and
long-term
investments........... -- -- -- 4.6 -- 4.6
Writedown of property,
plant and equipment... -- -- -- 164.4 -- 164.4
----- ----- ----- ------- ------- -------
-- -- -- 535.2 (69.1) 466.1
----- ----- ----- ------- ------- -------
-- -- -- (218.2) 0.5 (217.7)
Share in loss of investee
companies............... -- -- -- (0.3) (3.4) (3.7)
----- ----- ----- ------- ------- -------
LOSS BEFORE TAXES AND
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY...... -- -- -- (218.5) (2.9) (221.4)
Provision for income and
mining taxes............ -- -- -- (2.9) 2.9 --
----- ----- ----- ------- ------- -------
LOSS FOR THE YEAR BEFORE
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY...... -- -- -- (221.4) -- (221.4)
DIVIDENDS ON CONVERTIBLE
PREFERRED SHARES OF
SUBSIDIARY COMPANY...... -- -- -- (6.9) -- (6.9)
----- ----- ----- ------- ------- -------
NET LOSS FOR THE YEAR.... -- -- -- (228.3) -- (228.3)
INCREASE IN EQUITY
COMPONENT OF CONVERTIBLE
DEBENTURES.............. -- -- -- -- -- --
----- ----- ----- ------- ------- -------
NET LOSS FOR THE YEAR
ATTRIBUTABLE TO COMMON
SHAREHOLDERS............ $ -- $ -- $ -- $(228.3) $ -- $(228.3)
===== ===== ===== ======= ======= =======
LOSS PER SHARE
Basic and diluted........ $ (0.76)
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING
(MILLIONS).............. 299.2
Statement of Operations Presentation: Revenue would exclude the items
"interest and other income" and "▇▇▇▇ 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.
F-61
For U.S. GAAP purposes, the measure "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 "Loss before taxes and dividends on
convertible preferred shares of subsidiary company" to "loss from
operations":
2001 2000 1999
---------- ---------- ----------
Restated Restated Restated
Note 20(k) Note 20(k) Note 20(k)
Loss before taxes and dividends on convertible preferred
shares of subsidiary company.............................. $(29.8) $(110.0) $(221.4)
Add/(deduct):
Interest and other income................................... (7.9) (15.7) (17.9)
▇▇▇▇ to market (gain) loss on call options.................. (3.5) (4.1) 2.5
Interest expense on long-term liabilities................... 9.6 12.9 13.2
Write-down of marketable securities and long-term
investments............................................... -- 13.1 4.6
Share in loss of investee companies......................... 3.0 12.3 3.7
------ ------- -------
Loss from operations for U.S. GAAP.......................... $(28.6) $ (91.5) $(215.3)
====== ======= =======
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 loss are as follows:
2001 2000 1999
---------- ---------- ----------
Restated Restated Restated
Note 20(k) Note 20(k) Note 20(k)
Interest and other income................................... $ 7.9 $ 15.7 $ 17.9
▇▇▇▇ to market gain (loss) on call options.................. 3.5 4.1 (2.5)
Share in loss of investee companies......................... (3.0) (12.3) (3.7)
Interest expense on long-term liabilities................... (9.6) (12.9) (13.2)
Write-down of marketable securities and long-term
investments............................................... -- (13.1) (4.6)
Dividends on convertible preferred shares of subsidiary
company................................................... (5.1) (6.9) (6.9)
------ ------- -------
Non-operating loss for U.S. GAAP............................ $ (6.3) $ (25.4) $ (13.0)
====== ======= =======
F-62
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2001
ELIMINATION ADDITIONAL REDUCTION
RECOGNITION OF EFFECTS OF WRITEDOWN IN DEPRECIATION,
OF DEFERRED RECOGNITION OF PROPERTY, DEPLETION
EXCHANGE OF EQUITY PLANT AND AND REVERSAL
GAINS ON COMPONENT EQUIPMENT AMORTIZATION OF 1991
UNDER CONVERTIBLE OF CONVERTIBLE UNDER UNDER DEFICIT
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP U.S. GAAP ELIMINATION
-------- ----------- -------------- ------------ ---------------- -----------
(A) (A) (B) (B) (C)
NET INFLOW (OUTFLOW) OF CASH
RELATED TO THE FOLLOWING
ACTIVITIES:
OPERATING:
Loss for the year before
dividends on convertible
preferred shares of
subsidiary company.......... $(31.8) $ 6.3 $(4.1) $ -- $ 6.1 $ --
Items not affecting cash:
Depreciation, depletion and
amortization.............. 85.8 -- -- -- (6.1) --
Writedown of property, plant
and equipment............. 14.6 -- -- -- -- --
Writedown 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................ -- (6.3) -- -- -- --
------ ----- ----- ----- ----- -----
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..... 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 -- -- -- -- --
------ ----- ----- ----- ----- -----
UNREALIZED
GAINS ON
MARKETABLE RECLASSIFICATION UNDER
SECURITIES ADOPTION OF U.S. GAAP TO
AND OF CUMULATIVE BEFORE ADJUST TO
LONG-TERM SFAS FLOW THROUGH TRANSLATION ADJUSTING TO EQUITY
INVESTMENTS 133 SHARES ADJUSTMENTS EQUITY BASIS BASIS
------------- -------- ------------ ---------------- ------------ -----------
(D) (E) (F) (I) (K) (J) AND (K)
NET INFLOW (OUTFLOW) OF CASH
RELATED TO THE FOLLOWING
ACTIVITIES:
OPERATING:
Loss for the year before
dividends on convertible
preferred shares of
subsidiary company.......... $ -- $(3.9) $ -- $ -- $(27.4) $ --
Items not affecting cash:
Depreciation, depletion and
amortization.............. -- -- -- -- 79.7 (20.5)
Writedown of property, plant
and equipment............. -- -- -- -- 14.6 --
Writedown of marketable
securities and long-term
investments............... -- -- -- -- -- --
Gain on sale of assets...... -- -- -- -- (1.2) --
Future income and mining
taxes..................... -- -- -- -- -- --
Deferred revenue realized... -- 3.9 -- -- (13.8) --
Site restoration cost
accruals.................. -- -- -- -- 1.9 (0.4)
Share in loss of investee
companies................. -- -- -- -- 2.2 0.8
Interest on convertible
debentures................ -- -- -- -- (1.3) --
Unrealized foreign exchange
gains on convertible
debentures................ -- -- -- -- (6.3) --
----- ----- ----- ----- ------ ------
-- -- -- -- 48.4 (20.1)
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 (4.4)
Inventories................. -- -- -- -- 9.6 (4.7)
Marketable securities....... -- -- -- -- -- --
Accounts payable and accrued
liabilities............... -- -- -- -- (8.0) 1.7
Effect of exchange rate
changes on cash............. -- -- -- -- (0.5) --
----- ----- ----- ----- ------ ------
CASH FLOW PROVIDED FROM
OPERATING ACTIVITIES.......... -- -- -- -- 69.1 (27.5)
----- ----- ----- ----- ------ ------
FINANCING:
Issuance of common shares..... -- -- -- -- 5.4 --
Reduction of debt component of
convertible debentures...... -- -- -- -- -- --
Repayment of debt............. -- -- -- -- (46.5) 34.6
Dividends on convertible
preferred shares of
subsidiary company.......... -- -- -- -- -- --
----- ----- ----- ----- ------ ------
CASH FLOW USED IN FINANCING
ACTIVITIES.................... -- -- -- -- (41.1) 34.6
----- ----- ----- ----- ------ ------
INVESTING:
Additions to property, plant
and equipment............... -- -- -- -- (30.4) 0.4
Business acquisitions, net of
cash acquired............... -- -- -- -- (1.2) --
Long-term investments and
other assets................ -- -- -- -- 2.1 4.3
Proceeds from the sale of
property, plant and
equipment................... -- -- -- -- 1.8 --
Decrease (increase) in
restricted cash............. -- -- (3.2) -- (0.3) --
----- ----- ----- ----- ------ ------
UNDER
U.S. GAAP
-----------
(RESTATED-
NOTE 20(K))
NET INFLOW (OUTFLOW) OF CASH
RELATED TO THE FOLLOWING
ACTIVITIES:
OPERATING:
Loss for the year before
dividends on convertible
preferred shares of
subsidiary company.......... $(27.4)
Items not affecting cash:
Depreciation, depletion and
amortization.............. 59.2
Writedown of property, plant
and equipment............. 14.6
Writedown of marketable
securities and long-term
investments............... --
Gain on sale of assets...... (1.2)
Future income and mining
taxes..................... --
Deferred revenue realized... (13.8)
Site restoration cost
accruals.................. 1.5
Share in loss of investee
companies................. 3.0
Interest on convertible
debentures................ (1.3)
Unrealized foreign exchange
gains on convertible
debentures................ (6.3)
------
28.3
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......... 0.7
Inventories................. 4.9
Marketable securities....... --
Accounts payable and accrued
liabilities............... (6.3)
Effect of exchange rate
changes on cash............. (0.5)
------
CASH FLOW PROVIDED FROM
OPERATING ACTIVITIES.......... 41.6
------
FINANCING:
Issuance of common shares..... 5.4
Reduction of debt component of
convertible debentures...... --
Repayment of debt............. (11.9)
Dividends on convertible
preferred shares of
subsidiary company.......... --
------
CASH FLOW USED IN FINANCING
ACTIVITIES.................... (6.5)
------
INVESTING:
Additions to property, plant
and equipment............... (30.0)
Business acquisitions, net of
cash acquired............... (1.2)
Long-term investments and
other assets................ 6.4
Proceeds from the sale of
property, plant and
equipment................... 1.8
Decrease (increase) in
restricted cash............. (0.3)
------
F-63
ELIMINATION ADDITIONAL REDUCTION
RECOGNITION OF EFFECTS OF WRITEDOWN IN DEPRECIATION,
OF DEFERRED RECOGNITION OF PROPERTY, DEPLETION
EXCHANGE OF EQUITY PLANT AND AND REVERSAL
GAINS ON COMPONENT EQUIPMENT AMORTIZATION OF 1991
UNDER CONVERTIBLE OF CONVERTIBLE UNDER UNDER DEFICIT
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP U.S. GAAP ELIMINATION
-------- ----------- -------------- ------------ ---------------- -----------
(A) (A) (B) (B) (C)
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 $ -- $ -- $ -- $ -- $ --
====== ===== ===== ===== ===== =====
UNREALIZED
GAINS ON
MARKETABLE RECLASSIFICATION UNDER
SECURITIES ADOPTION OF U.S. GAAP TO
AND OF CUMULATIVE BEFORE ADJUST TO
LONG-TERM SFAS FLOW THROUGH TRANSLATION ADJUSTING TO EQUITY
INVESTMENTS 133 SHARES ADJUSTMENTS EQUITY BASIS BASIS
------------- -------- ------------ ---------------- ------------ -----------
(D) (E) (F) (I) (K) (J) AND (K)
CASH FLOW USED IN INVESTING
ACTIVITIES.................... -- -- (3.2) -- (28.0) 4.7
----- ----- ----- ----- ------ ------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS.............. -- -- (3.2) -- -- 11.8
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR............. -- -- (1.4) -- 76.4 (17.3)
----- ----- ----- ----- ------ ------
CASH AND CASH EQUIVALENTS, END
OF YEAR....................... $ -- $ -- $(4.6) $ -- $ 76.4 $ (5.5)
===== ===== ===== ===== ====== ======
UNDER
U.S. GAAP
-----------
(RESTATED-
NOTE 20(K))
CASH FLOW USED IN INVESTING
ACTIVITIES.................... (23.3)
------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS.............. 11.8
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR............. 59.1
------
CASH AND CASH EQUIVALENTS, END
OF YEAR....................... $ 70.9
======
F-64
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2000
ELIMINATION ADDITIONAL
RECOGNITION OF EFFECTS OF WRITEDOWN REDUCTION
OF DEFERRED RECOGNITION OF PROPERTY, IN DEPRECIATION,
EXCHANGE OF EQUITY PLANT AND DEPLETION REVERSAL
GAINS ON COMPONENT EQUIPMENT AND AMORTIZATION OF 1991
UNDER CONVERTIBLE OF CONVERTIBLE UNDER UNDER DEFICIT
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP U.S. GAAP ELIMINATION
-------- ----------- -------------- ------------ ----------------- -----------
(A) (A) (B) (B) (C)
NET INFLOW (OUTFLOW) OF CASH
RELATED TO THE FOLLOWING
ACTIVITIES:
OPERATING:
Loss for the year before
dividends on convertible
preferred shares of
subsidiary company......... $(119.2) $ 5.7 $(4.9) $ 3.9 $ 7.7 $ --
Items not affecting cash:
Depreciation, depletion and
amortization............. 93.2 -- -- -- (7.7) --
Writedown of property,
plant and equipment...... 72.1 -- -- (3.9) -- --
Interest expense on
long-term liabilities.... 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............... -- (5.7) -- -- -- --
------- ----- ----- ----- ----- -----
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) -- 4.9 -- -- --
Repayment of debt............ (26.4) -- -- -- -- --
Dividends on convertible
preferred shares of
subsidiary company......... (3.4) -- -- -- -- --
------- ----- ----- ----- ----- -----
CASH FLOW USED IN FINANCING
ACTIVITIES................... (36.8) -- 4.9 -- -- --
------- ----- ----- ----- ----- -----
UNREALIZED
GAINS ON
MARKETABLE RECLASSIFICATION UNDER
SECURITIES ADOPTION OF U.S. GAAP TO
AND OF CUMULATIVE BEFORE ADJUST TO
LONG-TERM SFAS FLOW THROUGH TRANSLATION ADJUSTING TO EQUITY
INVESTMENTS 133 SHARES ADJUSTMENTS EQUITY BASIS BASIS
------------- -------- ------------ ---------------- ------------ -----------
(D) (E) (F) (I) (K) (J) AND (K)
NET INFLOW (OUTFLOW) OF CASH
RELATED TO THE FOLLOWING
ACTIVITIES:
OPERATING:
Loss for the year before
dividends on convertible
preferred shares of
subsidiary company......... $ -- $ -- $ -- $ -- $(106.8) $ --
Items not affecting cash:
Depreciation, depletion and
amortization............. -- -- -- -- 85.5 (26.0)
Writedown of property,
plant and equipment...... -- -- -- -- 68.2 --
Interest expense on
long-term liabilities.... -- -- -- -- 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 (0.7)
Share in loss of investee
companies................ -- -- -- -- 9.4 4.2
Interest on convertible
debentures............... -- -- -- -- -- --
Unrealized foreign exchange
gains on convertible
debentures............... -- -- -- -- (5.7) --
----- ----- ----- ----- ------- ------
-- -- -- -- 45.2 (22.5)
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 3.3
Inventories................ -- -- -- -- 0.6 (4.7)
Marketable securities...... -- -- -- -- 4.8 --
Accounts payable and
accrued liabilities...... -- -- -- -- (8.3) 0.5
Effect of exchange rate
changes on cash............ -- -- -- -- (0.2) --
----- ----- ----- ----- ------- ------
CASH FLOW PROVIDED FROM
OPERATING ACTIVITIES......... -- -- -- -- 42.9 (23.4)
----- ----- ----- ----- ------- ------
FINANCING:
Issuance of common shares.... -- -- -- -- 3.2 --
Repurchase of common
shares..................... -- -- -- -- (5.3) --
Reduction of debt component
of convertible
debentures................. -- -- -- -- -- --
Repayment of debt............ -- -- -- -- (26.4) 19.4
Dividends on convertible
preferred shares of
subsidiary company......... -- -- -- -- (3.4) --
----- ----- ----- ----- ------- ------
CASH FLOW USED IN FINANCING
ACTIVITIES................... -- -- -- -- (31.9) 19.4
----- ----- ----- ----- ------- ------
UNDER
U.S. GAAP
-----------
(RESTATED-
NOTE 20(K))
NET INFLOW (OUTFLOW) OF CASH
RELATED TO THE FOLLOWING
ACTIVITIES:
OPERATING:
Loss for the year before
dividends on convertible
preferred shares of
subsidiary company......... $(106.8)
Items not affecting cash:
Depreciation, depletion and
amortization............. 59.5
Writedown of property,
plant and equipment...... 68.2
Interest expense on
long-term liabilities.... 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................. 1.9
Share in loss of investee
companies................ 13.6
Interest on convertible
debentures............... --
Unrealized foreign exchange
gains on convertible
debentures............... (5.7)
-------
22.7
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........ 9.0
Inventories................ (4.1)
Marketable securities...... 4.8
Accounts payable and
accrued liabilities...... (7.8)
Effect of exchange rate
changes on cash............ (0.2)
-------
CASH FLOW PROVIDED FROM
OPERATING ACTIVITIES......... 19.5
-------
FINANCING:
Issuance of common shares.... 3.2
Repurchase of common
shares..................... (5.3)
Reduction of debt component
of convertible
debentures................. --
Repayment of debt............ (7.0)
Dividends on convertible
preferred shares of
subsidiary company......... (3.4)
-------
CASH FLOW USED IN FINANCING
ACTIVITIES................... (12.5)
-------
F-65
ELIMINATION ADDITIONAL
RECOGNITION OF EFFECTS OF WRITEDOWN REDUCTION
OF DEFERRED RECOGNITION OF PROPERTY, IN DEPRECIATION,
EXCHANGE OF EQUITY PLANT AND DEPLETION REVERSAL
GAINS ON COMPONENT EQUIPMENT AND AMORTIZATION OF 1991
UNDER CONVERTIBLE OF CONVERTIBLE UNDER UNDER DEFICIT
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP U.S. GAAP ELIMINATION
-------- ----------- -------------- ------------ ----------------- -----------
(A) (A) (B) (B) (C)
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 $ -- $ -- $ -- $ -- $ --
======= ===== ===== ===== ===== =====
UNREALIZED
GAINS ON
MARKETABLE RECLASSIFICATION UNDER
SECURITIES ADOPTION OF U.S. GAAP TO
AND OF CUMULATIVE BEFORE ADJUST TO
LONG-TERM SFAS FLOW THROUGH TRANSLATION ADJUSTING TO EQUITY
INVESTMENTS 133 SHARES ADJUSTMENTS EQUITY BASIS BASIS
------------- -------- ------------ ---------------- ------------ -----------
(D) (E) (F) (I) (K) (J) AND (K)
INVESTING:
Additions to property, plant
and equipment.............. -- -- -- -- (41.6) 1.6
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............ -- -- (1.4) -- (4.3) --
----- ----- ----- ----- ------- ------
CASH FLOW USED IN INVESTING
ACTIVITIES................... -- -- (1.4) -- (48.5) 1.6
----- ----- ----- ----- ------- ------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS......... -- -- (1.4) -- (37.5) (2.4)
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR............ -- -- -- -- 113.9 (14.9)
----- ----- ----- ----- ------- ------
CASH AND CASH EQUIVALENTS, END
OF YEAR...................... $ -- $ -- $(1.4) $ -- $ 76.4 $(17.3)
===== ===== ===== ===== ======= ======
UNDER
U.S. GAAP
-----------
(RESTATED-
NOTE 20(K))
INVESTING:
Additions to property, plant
and equipment.............. (40.0)
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............ (4.3)
-------
CASH FLOW USED IN INVESTING
ACTIVITIES................... (46.9)
-------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS......... (39.9)
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR............ 99.0
-------
CASH AND CASH EQUIVALENTS, END
OF YEAR...................... $ 59.1
=======
F-66
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999
ELIMINATION ADDITIONAL
RECOGNITION OF EFFECTS OF WRITEDOWN REDUCTION
OF DEFERRED RECOGNITION OF PROPERTY, IN DEPRECIATION,
EXCHANGE OF EQUITY PLANT AND DEPLETION REVERSAL
GAINS ON COMPONENT EQUIPMENT AND AMORTIZATION OF 1991
UNDER CONVERTIBLE OF CONVERTIBLE UNDER UNDER DEFICIT
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP U.S. GAAP ELIMINATION
-------- ----------- -------------- ------------ ----------------- -----------
(A) (A) (B) (B) (C)
NET INFLOW (OUTFLOW) OF CASH
RELATED TO THE FOLLOWING
ACTIVITIES:
OPERATING:
Loss for the year before
dividends on convertible
preferred shares of
subsidiary company....... $(233.8) $(7.8) $(4.4) $ 20.5 $ 4.1 $ --
Items not affecting cash:
Depreciation, depletion
and amortization....... 110.9 -- -- -- (4.1) --
Writedown of property,
plant and equipment.... 184.9 -- -- (20.5) -- --
Writedown of marketable
securities and
long-term
investments............ 4.6 -- -- -- -- --
Gain on sale of assets... (0.1) -- -- -- -- --
Future income and mining
taxes.................. -- -- -- -- -- --
Deferred revenue
realized............... (6.9) -- -- -- -- --
Site restoration cost
accruals............... 3.1 -- -- -- -- --
Share in loss of investee
companies.............. 0.3 -- -- -- -- --
Interest on convertible
debentures............. -- -- -- -- -- --
Unrealized foreign
exchange gains on
convertible
debentures............. -- 7.8 -- -- -- --
------- ----- ----- ------ ----- -----
63.0 -- (4.4) -- -- --
Proceeds on restructuring
of gold forward sales
contracts................ -- -- -- -- -- --
Site restoration cash
expenditures............. (6.3) -- -- -- -- --
Changes in non-cash working
capital items
Accounts receivable...... 10.1 -- -- -- -- --
Inventories.............. 3.3 -- -- -- -- --
Marketable securities.... (3.2) -- -- -- -- --
Accounts payable and
accrued liabilities.... 0.4 -- -- -- -- --
Effect of exchange rate
changes on cash.......... 2.2 -- -- -- -- --
------- ----- ----- ------ ----- -----
CASH FLOW PROVIDED FROM
OPERATING ACTIVITIES....... 69.5 -- (4.4) -- -- --
------- ----- ----- ------ ----- -----
FINANCING:
Issuance of common
shares................... 2.0 -- -- -- -- --
Repurchase of common
shares................... (7.5) -- -- -- -- --
Reduction of debt component
of convertible
debentures............... (4.4) -- 4.4 -- -- --
Repayment of debt.......... (14.7) -- -- -- -- --
Dividends on convertible
preferred shares of
subsidiary company....... (6.9) -- -- -- -- --
------- ----- ----- ------ ----- -----
CASH FLOW USED IN FINANCING
ACTIVITIES................. (31.5) -- 4.4 -- -- --
------- ----- ----- ------ ----- -----
UNREALIZED
GAINS ON OBLIGATION
MARKETABLE FOR EMPLOYEE RECLASSIFICATION UNDER
SECURITIES FUTURE OF U.S. GAAP TO
AND BENEFITS CUMULATIVE BEFORE ADJUST TO
LONG-TERM OTHER THAN FLOW THROUGH TRANSLATION ADJUSTING TO EQUITY
INVESTMENTS PENSIONS SHARES ADJUSTMENTS EQUITY BASIS BASIS
------------- ------------ ------------ ---------------- ------------ -----------
(D) (E) (F) (I) (K) (J) AND (K)
NET INFLOW (OUTFLOW) OF CASH
RELATED TO THE FOLLOWING
ACTIVITIES:
OPERATING:
Loss for the year before
dividends on convertible
preferred shares of
subsidiary company....... $ -- $ -- $ -- $ -- $(221.4) $ --
Items not affecting cash:
Depreciation, depletion
and amortization....... -- -- -- -- 106.8 (26.2)
Writedown of property,
plant and equipment.... -- -- -- -- 164.4 --
Writedown of marketable
securities and
long-term
investments............ -- -- -- -- 4.6 --
Gain on sale of assets... -- -- -- -- (0.1) --
Future income and mining
taxes.................. -- -- -- -- -- --
Deferred revenue
realized............... -- -- -- -- (6.9) --
Site restoration cost
accruals............... -- -- -- -- 3.1 (0.9)
Share in loss of investee
companies.............. -- -- -- -- 0.3 3.4
Interest on convertible
debentures............. -- -- -- -- -- --
Unrealized foreign
exchange gains on
convertible
debentures............. -- -- -- -- 7.8 --
----- ----- ----- ----- ------- ------
-- -- -- -- 58.6 (23.7)
Proceeds on restructuring
of gold forward sales
contracts................ -- -- -- -- -- --
Site restoration cash
expenditures............. -- -- -- -- (6.3) --
Changes in non-cash working
capital items
Accounts receivable...... -- -- -- -- 10.1 12.8
Inventories.............. -- -- -- -- 3.3 (3.9)
Marketable securities.... -- -- -- -- (3.2) --
Accounts payable and
accrued liabilities.... -- -- -- -- 0.4 (9.9)
Effect of exchange rate
changes on cash.......... -- -- -- -- 2.2 --
----- ----- ----- ----- ------- ------
CASH FLOW PROVIDED FROM
OPERATING ACTIVITIES....... -- -- -- -- 65.1 (24.7)
----- ----- ----- ----- ------- ------
FINANCING:
Issuance of common
shares................... -- -- -- -- 2.0 --
Repurchase of common
shares................... -- -- -- -- (7.5) --
Reduction of debt component
of convertible
debentures............... -- -- -- -- -- --
Repayment of debt.......... -- -- -- -- (14.7) 20.1
Dividends on convertible
preferred shares of
subsidiary company....... -- -- -- -- (6.9) --
----- ----- ----- ----- ------- ------
CASH FLOW USED IN FINANCING
ACTIVITIES................. -- -- -- -- (27.1) 20.1
----- ----- ----- ----- ------- ------
UNDER
U.S. GAAP
-----------
(RESTATED-
NOTE 20(K))
NET INFLOW (OUTFLOW) OF CASH
RELATED TO THE FOLLOWING
ACTIVITIES:
OPERATING:
Loss for the year before
dividends on convertible
preferred shares of
subsidiary company....... $(221.4)
Items not affecting cash:
Depreciation, depletion
and amortization....... 80.6
Writedown of property,
plant and equipment.... 164.4
Writedown of marketable
securities and
long-term
investments............ 4.6
Gain on sale of assets... (0.1)
Future income and mining
taxes.................. --
Deferred revenue
realized............... (6.9)
Site restoration cost
accruals............... 2.2
Share in loss of investee
companies.............. 3.7
Interest on convertible
debentures............. --
Unrealized foreign
exchange gains on
convertible
debentures............. 7.8
-------
34.9
Proceeds on restructuring
of gold forward sales
contracts................ --
Site restoration cash
expenditures............. (6.3)
Changes in non-cash working
capital items
Accounts receivable...... 22.9
Inventories.............. (0.6)
Marketable securities.... (3.2)
Accounts payable and
accrued liabilities.... (9.5)
Effect of exchange rate
changes on cash.......... 2.2
-------
CASH FLOW PROVIDED FROM
OPERATING ACTIVITIES....... 40.4
-------
FINANCING:
Issuance of common
shares................... 2.0
Repurchase of common
shares................... (7.5)
Reduction of debt component
of convertible
debentures............... --
Repayment of debt.......... 5.4
Dividends on convertible
preferred shares of
subsidiary company....... (6.9)
-------
CASH FLOW USED IN FINANCING
ACTIVITIES................. (7.0)
-------
F-67
ELIMINATION ADDITIONAL
RECOGNITION OF EFFECTS OF WRITEDOWN REDUCTION
OF DEFERRED RECOGNITION OF PROPERTY, IN DEPRECIATION,
EXCHANGE OF EQUITY PLANT AND DEPLETION REVERSAL
GAINS ON COMPONENT EQUIPMENT AND AMORTIZATION OF 1991
UNDER CONVERTIBLE OF CONVERTIBLE UNDER UNDER DEFICIT
CDN GAAP DEBENTURES DEBENTURES U.S. GAAP U.S. GAAP ELIMINATION
-------- ----------- -------------- ------------ ----------------- -----------
(A) (A) (B) (B) (C)
INVESTING:
Additions to property,
plant and equipment...... (44.0) -- -- -- -- --
Business acquisitions, net
of cash acquired......... (35.0) -- -- -- -- --
Long-term investments and
other assets............. (0.8) -- -- -- -- --
Proceeds from the sale of
property, plant and
equipment................ 2.3 -- -- -- -- --
Decrease (increase) in
restricted cash.......... -- -- -- -- -- --
------- ----- ----- ------ ----- -----
CASH FLOW USED IN INVESTING
ACTIVITIES................. (77.5) -- -- -- -- --
------- ----- ----- ------ ----- -----
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS....... (39.5) -- -- -- -- --
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR.......... 153.4 -- -- -- -- --
------- ----- ----- ------ ----- -----
CASH AND CASH EQUIVALENTS,
END OF YEAR................ $ 113.9 $ -- $ -- $ -- $ -- $ --
======= ===== ===== ====== ===== =====
UNREALIZED
GAINS ON OBLIGATION
MARKETABLE FOR EMPLOYEE RECLASSIFICATION UNDER
SECURITIES FUTURE OF U.S. GAAP TO
AND BENEFITS CUMULATIVE BEFORE ADJUST TO
LONG-TERM OTHER THAN FLOW THROUGH TRANSLATION ADJUSTING TO EQUITY
INVESTMENTS PENSIONS SHARES ADJUSTMENTS EQUITY BASIS BASIS
------------- ------------ ------------ ---------------- ------------ -----------
(D) (E) (F) (I) (K) (J) AND (K)
INVESTING:
Additions to property,
plant and equipment...... -- -- -- -- (44.0) 3.6
Business acquisitions, net
of cash acquired......... -- -- -- -- (35.0) (1.4)
Long-term investments and
other assets............. -- -- -- -- (0.8) --
Proceeds from the sale of
property, plant and
equipment................ -- -- -- -- 2.3 --
Decrease (increase) in
restricted cash.......... -- -- -- -- -- --
----- ----- ----- ----- ------- ------
CASH FLOW USED IN INVESTING
ACTIVITIES................. -- -- -- -- (77.5) 2.2
----- ----- ----- ----- ------- ------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS....... -- -- -- -- (39.5) (2.4)
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR.......... -- -- -- -- 153.4 (12.5)
----- ----- ----- ----- ------- ------
CASH AND CASH EQUIVALENTS,
END OF YEAR................ $ -- $ -- $ -- $ -- $ 113.9 $(14.9)
===== ===== ===== ===== ======= ======
UNDER
U.S. GAAP
-----------
(RESTATED-
NOTE 20(K))
INVESTING:
Additions to property,
plant and equipment...... (40.4)
Business acquisitions, net
of cash acquired......... (36.4)
Long-term investments and
other assets............. (0.8)
Proceeds from the sale of
property, plant and
equipment................ 2.3
Decrease (increase) in
restricted cash.......... --
-------
CASH FLOW USED IN INVESTING
ACTIVITIES................. (75.3)
-------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS....... (41.9)
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR.......... 140.9
-------
CASH AND CASH EQUIVALENTS,
END OF YEAR................ $ 99.0
=======
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 Canadian 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 $28.3 million, $22.7 million and $34.9 million for 2001,
2000 and 1999, 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 Canadian 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:
2001 2000 1999
---------- ---------- ----------
Restated Restated Restated
Note 20(k) Note 20(k) Note 20(k)
Net loss for the year under U.S. GAAP....................... $ (32.5) $ (113.7) $ (228.3)
Change in currency translation adjustments.................. (5.6) (5.8) 7.7
Change in unrealized (losses) gains on marketable securities
and long-term investments(d).............................. 4.5 (0.7) 3.3
Adoption of FSAS 133(e)..................................... 8.9 -- --
---------- ---------- ----------
Comprehensive loss under U.S. GAAP.......................... $ (24.7) $ (120.2) $ (217.3)
========== ========== ==========
(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 $122.8 million and $130.4 million in 2001 and
2000, respectively, is treated as debt with interest expense based on
the coupon rate of 5.5%.
In addition, under CDN GAAP, the unrealized foreign exchange gains on
the CDN dollar denominated debentures (see Note 11) are deferred and
amortized over the term of the debentures. Effective January 1, 2002,
CDN GAAP will no longer permit the deferral of unrealized foreign
exchange gains and losses on the debt component of the debentures. Under
U.S. GAAP, these gains are recognized in income currently 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 2001, 2000 and 1999 of $nil, $3.9 million and $20.5 million,
respectively. Cumulatively, as a result of applying
F-68
SFAS No. 121, 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 $6.1
million, $7.7 million and $4.1 million during 2001, 2000 and 1999,
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 (losses) on long-term investments and
marketable securities are not recorded. Under U.S. GAAP, unrealized
gains (losses) on long-term investments that are classified as
securities available for sale of $4.6 million and $0.4 million at
December 31, 2001 and December 31, 2000, respectively, and marketable
securities of $0.3 million at December 31, 2001, are included as a
component of comprehensive loss in the current period.
(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 ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇ are recognized in other income in the period
incurred.
The adoption of SFAS 133 results in a cumulative decrease in deferred
revenue of $9.6 million, a cumulative increase in other long-term
liabilities of $4.6 million, a cumulative increase in net loss of $3.9
million, and a cumulative increase in other comprehensive income of $8.9
million for the year ended December 31, 2001. On adoption of SFAS 133,
the Company did not complete the required designation 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 ▇▇▇▇▇▇ and they were accounted for
as ▇▇▇▇▇▇ for CDN GAAP purposes. For U.S. GAAP only, these derivatives
were carried at fair value with the changes in fair value recorded as an
adjustment to net loss. Realized and unrealized derivatives gains and
losses included in OCI on transition and during 2001 were reclassified
into mining revenue for cash-flow ▇▇▇▇▇▇ 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 twelve months ended December 31, 2001, $11.6
million of derivative gains were reclassified out of other comprehensive
income. The Company estimates that $5.6 million of net derivatives gains
included in other comprehensive income will be reclassified into
earnings within the next twelve months. There was no ineffectiveness
recorded during the year.
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 ▇▇▇▇▇▇. 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 ▇▇▇▇▇▇ 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 over
the period in which the Company incurs the qualified expenditures. At
December 31, 2001, Kinross had not incurred the qualifying expenditure
and therefore no tax benefits had been renounced.
Also, 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 under U.S. GAAP.
As at December 31, 2001 and 2000, unexpended flow-through funds were
$4.6 million and $1.4 million, respectively.
(g) Effective January 1, 2000, CDN GAAP required the Company to accrue the
expected cost of post-retirement benefits other than pensions during the
years employees provided service to the Company. Under CDN GAAP the 2000
opening deficit was adjusted by $4.5 million
F-69
to reflect this liability. The U.S. GAAP consolidated statements of
operations reconciliation in 1999 includes a reconciling item since the
expected cost of post-retirement benefits other than pensions were not
accounted for in the primary financial statements under CDN GAAP.
(h) For purposes of this U.S. GAAP reconciliation, the terms "proven and
probable reserves", "exploration", "development", and "production" have
the same meaning under both U.S. and Canadian GAAP. Exploration costs
incurred are expensed at the same point in time based on the same
criteria under both U.S. and Canadian GAAP. In addition, mining related
costs are capitalized after proven and probable reserves have been
designated under both U.S. and Canadian GAAP.
(i) Under Canadian 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.
(j) Joint venture accounting
The investments in Omolon, CMM and E-Crete are proportionately
consolidated under Canadian 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 disclosure
of differences arising from the use of proportionate consolidation under
Canadian 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 loss of investee company".
(k) Restatement of U.S. GAAP reconciliation information
In preparing the U.S. GAAP reconciliation information for the years ended
December 31, 2001, 2000 and 1999, the Company incorrectly interpreted the
applicability of an accommodation provided for in Item 17(c)(2)(vii) of
SEC Form 20-F. Pursuant to this incorrect interpretation, the Company did
not reconcile its investment in Omolon, which is accounted for under the
proportionate consolidation method pursuant to Canadian GAAP, to the
equity method under U.S. GAAP. See note 20(j) above.
The effect of the restatement for U.S. GAAP purposes was as follows:
There was a decrease in total assets and the total liabilities of $14.2
million and $50.1 million, as at December 31, 2001 and 2000, respectively;
total revenues decreased by $65.3 million, $66.3 million and $68.6 million
for the years ended December 31, 2001, 2000 and 1999, respectively; and
total expenses decreased by $60.8 million, $66.4 million and $69.1 million
for the years ended December 31, 2001, 2000 and 1999, respectively.
The effect of the reclassifications on the statement of cash flows for
U.S. GAAP purposes were as follows: Cash flows from operating activities
decreased by $27.5 million, $23.4 million and $24.7 million for the years
ended December 31, 2001, 2000 and 1999, respectively; Cash flows from
investing activities increased by $4.7 million, $1.6 million and $2.2
million for the years ended December 31, 2001, 2000 and 1999,
respectively; and Cash flows from financing activities increased by $34.6
million, $19.4 million and $20.1 million for the years ended December 31,
2001, 2000 and 1999, respectively.
The impact of the reclassification on specific line items on the balance
sheet, statement of operations and statement of cash flows has been
provided in more detail in the above tables.
Notwithstanding the change in individual asset, liability, income and
expense amounts, there was no effect on the previously reported U.S. GAAP
amounts for net loss, loss per share information and common shareholders'
equity for each of the years presented;
STOCK-BASED COMPENSATION
For the purposes of this U.S. GAAP reconciliation, Kinross follows APB
Opinion No. 25, "Accounting for Stock Issued to Employees", and its
related interpretations, which results in a measurement of nil
compensation expense at 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", the Company's net loss and loss per share under U.S. GAAP
would have been increased by approximately $1.1 million or $NIL per share
in 2001, $2.4 million or $0.01 share in 2000, and $3.0 million or $0.01
per share in 1999. The fair value of the options granted during 2001, 2000
and 1999 is estimated to be $1.1 million, $2.4 million and $3.0 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 assumptions used for grants in 2001, 2000 and 1999:
dividend yield of 0%; expected volatility of 61%, 57% and 57%,
respectively and an expected life of five years.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2001, the FASB issued Statement No. 141, "Business Combinations"
(SFAS 141), which supersedes APB Opinion No. 16, Business Combinations,
and SFAS 38, Accounting for Preacquisition Contingencies of Purchased
Enterprises. Concurrently, the
▇-▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ issued Handbook Section 1581,
"Business Combinations", which is consistent with SFAS 141. Those
Statements will change the accounting for business combinations and
goodwill. SFAS 141 and CICA Handbook Section 1581 require that the
purchase method of accounting be used for all business combinations
initiated after June 30, 2001. Use of the pooling-of-interests method is
no longer permitted. These Statements also establish criteria for
separate recognition of intangible assets acquired in a purchase business
combination. These Statements also apply to all business combinations
accounted for using the purchase method for which the date of acquisition
is July 1, 2001, or later.
In June 2001, the FASB issued Statement No. 142, "Goodwill and Other
Intangible Assets" (SFAS 142), which supersedes APB Opinion No. 17,
Intangible Assets. Concurrently, the Accounting Standards Board of Canada
issued Handbook Section 3062, "Goodwill and Other Intangible Assets",
which is consistent with SFAS 142. These Statements require that goodwill
no longer be amortized to earnings, but instead be reviewed for
impairment. The Statements are effective for fiscal years beginning after
December 15, 2001, and are required to be applied at the beginning of an
entity's fiscal year and to be applied to all goodwill and other
intangible assets recognized in its financial statements at that date.
Impairment losses for goodwill and indefinite-lived intangible assets that
arise due to the initial applicable of these Statements (resulting from a
transitional impairment test) are to be reported as resulting from a
change in accounting principle. Under an exception to the date at which
these Statements become effective: goodwill and intangible assets acquired
after June 30, 2001, will be subject immediately to the non-amortization
and amortization provisions of these Statements. The Company has not yet
determined the impact, if any, of these Statements on its financial
statements.
In June 2001, the FASB issued Statement 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 October 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment on Disposal of Long-lived Assets" (SFAS 144), which supersedes
SFAS 121, Accounting for the Impairment of Long-lived Assets and for
Long-lived Assets to be Disposed of SFAS 144 applies to all long-lived
assets (including discontinued operations) and consequently amends APB
Opinion No. 30, Reporting Results of Operations -- Reporting the Effects
of Disposal of a Segment of a Business. SFAS 144 requires that long-lived
assets that are to be disposed of by sale be measured at the lower of book
value or fair value less cost to sell. That requirement eliminates APB
30's requirement that discontinued operations be measured at net
realizable value or that entities include under "discontinued operations"
in the financial statements amounts for operating losses that have not yet
occurred. Additionally, SFAS 144 expands the scope of discontinued
operations to include all components of an entity with operations that (1)
can be distinguished from the rest of the entity and (2) will be
eliminated from the ongoing operations of the entity in a disposal
transaction. SFAS 144 is effective for financial statements issued for
fiscal years beginning after December 15, 2001, and, generally, its
provisions are to be applied prospectively. 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.
21. CONTINGENCIES AND RELATED COMMITMENTS
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.
The Company conducts business in Russia through its joint venture, Omolon
which is owned 45.3% by Russian shareholders. An assignee of one of the
Russian shareholders has asserted that the original issuance of shares to the
shareholder was flawed due to failure to follow certain registration
procedures. As a result the assignee claims the share issuance was null and
void and therefore it should have its money returned with compound interest.
The total claim is for approximately $46.0 million. The Company has been
advised by its counsel that Omolon has good defences available to it on the
merits and is confident that Omolon will ultimately succeed in defending the
lawsuit. 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
F-71
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's 50% owned Chilean mining company Compania Minera Maricunga
("CMM") has entered into arbitration proceedings in Chile with the contractor
that designed and built the mine. CMM contends that the contractor was
negligent in both the design and the construction of the facility, and should
be held responsible for the cost of repairs as well as lost profits. As part
of the same proceedings, the contractor is seeking to recover costs that they
allegedly incurred while building the mine and which, they claim, were
outside their scope of work and responsibility. Although the outcome of the
arbitration proceedings cannot be determined at the current time, management
is of the opinion that the outcome will not have a material adverse affect on
the financial position, results of operations or cash flows of the Company.
The Company's 100% owned Chilean mining company, Compania ▇▇▇▇▇▇ ▇▇▇▇▇
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.
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.
22. SUBSEQUENT EVENTS
(a) On February 4, 2002, the Company announced a cash tender offer to
purchase up to 894,600 Kinam Preferred Shares which it does not already
own for $16.00 per share. If all of the non-controlling shares are
acquired the Company would pay $14.3 million in cash.
(b) On February 12, 2002, the Company issued 23,000,000 common shares from
treasury for gross proceeds, before costs of the issue of $19.5 million.
A portion of the proceeds of this offering will be used to finance the
acquisition of the Kinam Preferred Shares owned by the non-controlling
shareholders.
(c) On March 28, 2002, 652,992 Kinam Preferred Shares were tendered under
the cash tender offer. After extending the offer an additional 17,730
Kinam Preferred Shares were tendered on April 4, 2002, leaving 223,878
or 12.2% of the issued and outstanding Kinam Preferred Shares held by
non-affiliated shareholders. The Kinam Preferred Shares tendered had a
book value of $36.5 million and were purchased by the Company for $10.7
million ($11.4 million including costs of the tender offer). The $25.1
million difference in value associated with these transactions was
applied against the carrying value of certain property plant and
equipment.
(d) The Company has been named as a defendant in a class action complaint
filed on or about April 26, 2002 entitled ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 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. The
complaint names as defendants the Company, its subsidiary, Kinross Gold
U.S.A. Inc., its subsidiary Kinam Gold Inc., and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. The
complaint is based on claims arising out of the purchase of the Kinam
Preferred Shares by the Company. The complaint 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.
(e) The Company, TVX Gold Inc. ("TVX") and Echo Bay Mines Ltd. ("Echo Bay")
have entered into a combination agreement dated June 10, 2002, as
amended July 12, 2002 for the purpose of combining the ownership of
their respective businesses. Echo Bay, a U.S. registrant, is required to
clear the information circular with the Securities and Exchange
Commission of the U.S. ("SEC") before mailing to its shareholders. The
draft information circular was filed with the SEC for review on July 16,
2002. The Company will provide shareholders with details of the
transaction in an information circular to be mailed in connection with a
special shareholders meeting once this process is finalized.
(f) Effective July 1, 2002, the Company formed a joint venture with a
wholly owned subsidiary of Placer Dome Inc. ("Placer"). The formation
of the joint venture combined the two companies gold mining operations
in the Porcupine district in Timmins, Ontario, Canada. The ownership of
this unincorporated joint venture is 51% by Placer and 49% by the
Company. 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 contributed the Dome mine
and mill and the Company contributed the Hoyle Pond, Nighthawk Lake and
Pamour mines, exploration properties in the Porcupine district as well
as the ▇▇▇▇ Creek mill.
F-72
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. The investment in the joint venture is
being accounted for under Canadian GAAP using proportionate
consolidation. For U.S. GAAP purposes, the Company has concluded it will
account for this investment using the equity method, but for purposes of
presentation of U.S. GAAP reconciliation information the Company will
rely on an accommodation provided for in Item 17(c)(2)(vii) of SEC Form
20-F, which will permit a company using the equity method for U.S. GAAP
Company to omit disclosure of differences arising from the use of
proportionate consolidation under Canadian GAAP. The Company qualifies
for this accommodation on the basis that the joint venture is an
operating entity, the significant financial operating policies of which
are, by contractual arrangement, jointly controlled by both parties
having an equity interest in the joint venture.
(g) On September 13, 2002, the Company announced that Omolon was at an
advanced stage of negotiating a settlement of an outstanding dispute
between itself, several of its Russian shareholders and the Magadan
Administration. 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 ▇▇▇▇▇
equivalent of approximately $47 million pending final resolution of its
lawsuit. Underlying the dispute were unpaid loans made by the Magadan
Administration to Omolon's Russian shareholders at the time Omolon was
capitalized. 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. 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.
These lawsuits have been encouraged by the Magadan Administration as the
major creditor of these shareholders. Omolon continues to defend these
lawsuits and is advised by counsel that it has good defences available
to it.
On October 9, 2002, a written agreement in principle was executed by the
representatives of the Government of the Russian Federation, the Magadan
Administration, Omolon and its two major shareholders (collectively, the
"Parties") setting forth their agreement in principle to resolve the
lawsuits by such shareholders pending against Omolon and to repay loans
due to the Magadan Administration. In accordance with the terms of the
agreement in principle, Omolon would purchase the outstanding shares
currently held by all of its Russian shareholders for the ▇▇▇▇▇ equivalent
of $45.4 million and the Magadan Administration would ensure that all of
the shares held by the Russian shareholders will be tendered.
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 ▇▇▇▇▇
equivalent of approximately $22.3 million. Subsequently, Omolon's accounts
in four banks and all of its gold inventory were released from the arrest
order.
On October 21, 2002, the Parties executed an additional written agreement
in principle reflecting their understanding with respect to the mechanics
of the redemption of the shares and settlement of the pending lawsuits.
The implementation of both the October 9 and the October 21 agreements in
principle has already begun, and it is expected that the entire
transaction should be completed by the end of December 2002. Assuming that
all Russian shareholders tender their shares, Omolon would become a
100%-owned subsidiary of the Company and, consistent with its accounting
policies, the Company will commence accounting for its investment in
Omolon on a consolidated basis for both Canadian and U.S. GAAP.
Given the risks associated with the political, legal and economic
uncertainties that exist in Russia, the Company will continue to monitor
its ability to determine Omolon's strategic operating, investing and
financing policies without the cooperation of others. If the Company
concludes that it no longer has the ability to exercise the requisite
control over Omolon, it will cease consolidation and account for its
investment in Omolon either on the equity or cost basis, depending on its
assessment of its level of control at that time. The risks of operating in
Russia are more fully disclosed in Note 21. There is no assurance that all
of these shares will be tendered and purchased.
F-73
TVX GOLD INC.
INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇
(▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ dollars, except per share amounts) (Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ --------------------
2002 2001 2002 2001
------- ------- -------- --------
REVENUE............................................... $46,480 $40,061 $135,683 $119,312
------- ------- -------- --------
MINE OPERATING COSTS
Cost of sales......................................... 29,356 25,839 89,569 79,922
Depletion and depreciation............................ 7,991 10,784 24,566 29,806
------- ------- -------- --------
37,347 36,623 114,135 109,728
------- ------- -------- --------
EARNINGS BEFORE THE UNDERNOTED........................ 9,133 3,438 21,548 9,584
------- ------- -------- --------
OTHER EXPENSES (INCOME)
Corporate administration.............................. 1,927 1,916 4,748 6,854
Interest expense...................................... 157 989 551 3,214
Exploration........................................... 986 357 2,708 2,492
Transaction costs..................................... 592 -- 2,478 --
Foreign exchange loss................................. 1,064 2,342 3,693 4,199
Interest income....................................... (750) (1,293) (3,091) (4,978)
Other, net............................................ (1,103) 932 (2,785) 178
------- ------- -------- --------
2,873 5,243 8,302 11,959
------- ------- -------- --------
EARNINGS (LOSS) BEFORE THE UNDERNOTED................. 6,260 (1,805) 13,246 (2,375)
Income taxes.......................................... 1,421 2,368 2,441 1,410
Minority interests and participation rights (note
8).................................................. 2,911 (3,063) 6,568 (3,864)
------- ------- -------- --------
NET EARNINGS (LOSS)................................... $ 1,928 $(1,110) $ 4,237 $ 79
======= ======= ======== ========
EARNINGS PER SHARE (RESTATED -- NOTE 4)............... $ 0.04 $ 1.02 $ 0.11 $ 2.13
======= ======= ======== ========
DILUTED EARNINGS PER SHARE (RESTATED -- NOTE 4)....... $ 0.04 $ 1.02 $ 0.10 $ 2.13
======= ======= ======== ========
TVX GOLD INC.
CONSOLIDATED STATEMENTS OF DEFICIT
(thousands of United States dollars) (Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- -----------------------
2002 2001 2002 2001
--------- --------- --------- ----------
Deficit, beginning of period..................... $(454,122) $(226,981) $(456,431) $ (221,837)
Net earnings (loss) for the period............... 1,928 (1,110) 4,237 79
Accretion of convertible notes................... -- (333) -- (6,666)
--------- --------- --------- ----------
Deficit, end of period........................... $(452,194) $(228,424) $(452,194) $ (228,424)
========= ========= ========= ==========
F-74
TVX GOLD INC.
CONSOLIDATED BALANCE SHEETS
(thousands of United States dollars) (Unaudited)
SEPTEMBER 30, 2002 DECEMBER 31, 2001
------------------ -----------------
ASSETS
Current assets
Cash and cash equivalents................................. $108,472 $ 16,568
Short-term investments.................................... 4,187 28,740
Accounts receivable....................................... 22,376 25,739
Inventories............................................... 21,184 24,299
-------- --------
156,219 95,346
Mining property, plant and equipment........................ 227,069 237,262
Restricted cash............................................. 9,121 16,615
Export prepayment contracts (note 6)........................ -- 66,983
Deferred charges............................................ 4,980 182
Deferred income taxes....................................... 12,262 12,473
Other assets................................................ 23,433 29,434
-------- --------
$433,084 $458,295
======== ========
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities.................. $ 25,582 $ 28,266
Current portion of long-term debt......................... 2,250 15,401
Current portion of deferred revenue....................... 6,131 5,332
-------- --------
33,963 48,999
Long-term debt.............................................. -- 58,832
Other liabilities........................................... 23,665 22,943
Deferred income taxes....................................... 20,123 20,948
-------- --------
77,751 151,722
Minority interests and participation rights................. 129,756 132,088
-------- --------
207,507 283,810
-------- --------
SHAREHOLDERS' EQUITY
Capital stock............................................... 641,516 594,661
Contributed surplus......................................... 36,255 36,255
Deficit..................................................... (452,194) (456,431)
-------- --------
225,577 174,485
-------- --------
$433,084 $458,295
======== ========
F-75
TVX GOLD INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(thousands of United States dollars) (Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
2002 2001 2002 2001
-------- -------- -------- --------
OPERATING ACTIVITIES
Net earnings (loss).................................. $ 1,928 $ (1,110) $ 4,237 $ 79
Non-cash items:
Depletion and depreciation......................... 7,991 10,784 24,566 29,806
Gain on sale of other assets....................... (373) -- (1,675) --
Deferred income taxes.............................. (216) (3,517) (605) (5,220)
Minority interests and participation rights........ 2,911 (3,063) 6,568 (3,864)
Other.............................................. (478) 1,748 497 1,583
Deferred revenue................................... (1,334) (1,922) (3,999) (4,596)
Net proceeds from hedge book restructuring........... -- 16,801 -- 16,801
-------- -------- -------- --------
10,429 19,721 29,589 34,589
Change in working capital............................ 2,776 5,157 1,982 1,340
-------- -------- -------- --------
Cash provided by operating activities................ 13,205 24,878 31,571 35,929
-------- -------- -------- --------
INVESTING ACTIVITIES
Mining property, plant and equipment................. (4,110) (7,623) (12,898) (20,615)
Decrease (increase) in restricted cash............... 7,499 (1,270) 7,494 (2,140)
Purchases of short-term investments.................. (2,281) (19,193) (28,748) (37,949)
Sales and maturities of short-term investments....... 10,477 12,323 53,301 74,132
Payment of receivable from High River Gold Mines
Ltd................................................ 179 1,168 2,794 1,999
Export prepayment contracts.......................... -- -- -- (25,848)
Proceeds from sale of other assets................... 618 -- 4,495 --
Other................................................ 1,005 948 940 (142)
-------- -------- -------- --------
Cash provided by (used for) investing activities..... 13,387 (13,647) 27,378 (10,563)
-------- -------- -------- --------
FINANCING ACTIVITIES
Gold-linked convertible notes........................ -- (3,568) -- (9,173)
Common shares........................................ 363 (2,234) 46,855 (2,234)
Minority interest dividends.......................... (5,400) -- (8,900) (16,916)
Debenture payable.................................... -- -- -- (26,855)
Long-term debt....................................... (3,000) (19,880) (5,000) 474
-------- -------- -------- --------
Cash provided by (used for) financing activities..... (8,037) (25,682) 32,955 (54,704)
-------- -------- -------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..... 18,555 (14,451) 91,904 (29,338)
Cash and cash equivalents, beginning of period....... 89,917 34,409 16,568 49,296
-------- -------- -------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD............. $108,472 $ 19,958 $108,472 $ 19,958
======== ======== ======== ========
F-76
TVX GOLD INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2002
(United States dollars, unless otherwise stated. All amounts are expressed in
thousands,
except number of shares and per share amounts, unless otherwise stated)
1. BASIS OF PRESENTATION
These unaudited interim consolidated financial statements have been prepared
in accordance with generally accepted accounting principles in Canada
("GAAP") for interim financial information. Accordingly, these interim
consolidated financial statements do not include all information and note
disclosures required under GAAP and they should be read in conjunction with
the consolidated financial statements of the Company for the year ended
December 31, 2001. The interim financial statements follow the same
accounting policies and methods of their application as the most recent
consolidated annual financial statements except for the adoption of new
standards described in note 3.
2. BUSINESS COMBINATION
During the second quarter, the Company, Kinross Gold Corporation and Echo Bay
Mines Ltd. entered into an agreement to combine their respective companies
while concurrently acquiring Newmont's interest in the TVX Newmont joint
entity. The combination is subject to regulatory and shareholder approval.
TVX shareholders will receive 6.5 shares of Kinross for every common share of
TVX that they hold at the time of the final approval of the combination.
Similar to other transactions of this nature the Company could be subject to
break fees of up to Cdn$28 million and other transaction expenses should the
transaction not close.
3. CHANGES IN ACCOUNTING POLICIES
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.
Also, 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.
4. COMMON SHARES AND EARNINGS PER SHARE
Basic earnings per share is computed by dividing the earnings applicable to
common shares for the period by the weighted average number of common shares
outstanding during the period. Diluted earnings per share is computed by
dividing the earnings applicable to common shares for the period by the
weighted average number of common shares outstanding had potentially dilutive
common shares been issued.
Effective June 30, 2002, the Company consolidated its common shares on a ten
(10) old for one (1) new basis. All earning per share, share capital, share
options and warrant data in the consolidated financial statements have been
restated to reflect the share consolidation.
The number of common shares outstanding at September 30, 2002 was 43,145,008
(December 31, 2001 -- 35,722,353).
At September 30, 2002, the Company had 906,695 stock options and 8,000
warrants outstanding.
F-77
Basic earnings per share is computed as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
2002 2001 2002 2001
------- ------- ------ --------
Restated Restated
(in thousands except per share amounts)
BASIC EARNINGS PER SHARE
Net earnings (loss)....................................... $ 1,928 $(1,110) $4,237 $ 79
Increase from the settlement of the Gold-linked
convertible Notes....................................... -- 34,729 -- 34,729
Interest accretion on Gold-linked convertible Notes....... -- (278) -- (5,559)
Amortization of issuance costs............................ -- (55) -- (1,107)
------- ------- ------ -------
Net earnings applicable to common shares.................. $ 1,928 $33,286 $4,237 $28,142
======= ======= ====== =======
Weighted average common shares outstanding (000s)......... 43,120 32,577 40,316 13,229
======= ======= ====== =======
Basic earnings per common share(1)........................ 0.04 1.02 0.11 2.13
======= ======= ====== =======
DILUTED EARNINGS PER SHARE
Net earnings applicable to common shares, assuming
dilution................................................ 1,928 33,286 4,237 28,142
======= ======= ====== =======
Weighted average common shares outstanding (000s)......... 43,120 32,577 40,316 13,229
Dilutive effect of stock options.......................... 544 -- 421 --
------- ------- ------ -------
43,664 32,577 40,737 13,229
======= ======= ====== =======
Diluted earnings per common share......................... 0.04 1.02 0.10 2.13
======= ======= ====== =======
---------------
(1) The Company has restated its earnings (loss) per share for the
nine-month period ended September 30, 2001 from $(0.50) per share to
$2.13 per share (three-months ended September 30, 2001 from $(0.04) to
$1.02) to include, for the purposes of the loss per share calculation,
the increase in contributed surplus resulting from the settlement of
the gold-linked notes, described in Note 9 to the consolidated
financial statements for the year ended December 31, 2001, in the
determination of the loss applicable to common shares. There has been
no change in the amount reported as loss for the year ended December
31, 2001 and the period ended September 30, 2001.
5. COMMITMENTS AND CONTINGENCIES
a) ALPHA GROUP LITIGATION
The Ontario Court (General Division) issued its judgement 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 the
acquisition, exploration, development and operation of the Hellenic Gold
Assets up to the date of the 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 judgement 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 judgement. 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 2004. The amount of a loss, if any, cannot be
determined at this time.
F-78
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. Given the
Court decision prohibiting the development, the Company is reviewing all
of its options, including possible legal actions, in an attempt to recover
its investments in Greece. As a result of the judgment, the Company wrote
off the carrying value of Olympias during 2001.
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. The Judge Rapporteur, who reviewed the petition, expressed the
opinion that an environmental impact study may be required in support of
the permits. However, the Judge accepted that the opposite opinion may
also be supported, i.e., that the activities covered by the new permits
which were issued do not cause a substantial environmental change as
compared with the previous mining activities and, therefore, no new
environmental impact study is required in which case the permit approving
the new technical study would be valid. The Judge Rapporteur also
recommended the rejection of all the other arguments for the annulment
brought forward by the opposition group and mining operations are
continuing. On December 9, 2002, the Company was advised that the Conseil
D'Etat had released its decision on the challenge to the Stratoni mining
permits. The Company has been advised 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. The
Company is continuing to assess the impact of the decision and mining
operations are continuing pending receipt of the new mining permits. The
Greek Government has undertaken to obtain the necessary decisions and has
advised that, in the meantime, the continued, unobstructed operations of
TVX Hellas are secure. It is anticipated that the re-approval of the
permits will be issued in January 2003. The amount of a loss, if any,
cannot be determined at this time.
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 $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;
(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. In
August 2002, the Greek government returned the letter of guarantee to the
Company in connection with the commitment to construct a gold plant at
Olympias. As a result, the $7.5 million pledge was released.
d) BRASILIA MINE
In September 2001, Rio Tinto Brasil Ltda., 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 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 favour 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. In
the event the matter proceeds following the freeze of the litigation, TVX
anticipates that the decision of the court will be made within the next
year.
In the event that Rio Tinto Brasil 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 U.S.
GAAP. The termination of the shareholders agreement would not effect the
TVX's current ownership interest in Rio Paracatu and the amount of a loss,
if any, cannot be determined at this time.
F-79
6. EXPORT PREPAYMENT CONTRACTS
During June 2002, under an Amended and Restated Debt Assumption Agreement,
long-term debt in an amount of $66,983 was legally extinguished.
Consequently, the debt and the related export prepayment contract balances
were removed from the consolidated balance sheet in a non-cash transaction.
7. SEGMENTED INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2002
(US$ thousands)
NEW STRATONI GREECE
LA COIPA BRASILIA CRIXAS ▇▇▇▇▇▇▇▇▇▇▇ BRITANNIA OPERATIONS DEVELOPMENT
-------- --------- ------- ----------- --------- ---------- -----------
Revenue............................ 32,700 26,524 22,379 13,917 14,088 21,986 --
------ ------ ------ ------ ------ ------ ------
Cost of sales...................... 25,052 13,977 7,544 10,579 8,936 23,481 --
Depletion and depreciation......... 8,964 4,480 3,861 2,455 2,961 1,781 --
------ ------ ------ ------ ------ ------ ------
34,016 18,457 11,405 13,034 11,897 25,262 --
------ ------ ------ ------ ------ ------ ------
Earnings (loss) from operations
before the undernoted............ (1,316) 8,067 10,974 883 2,191 (3,276) --
------ ------ ------ ------ ------ ------ ------
Corporate administration........... -- -- -- -- -- -- --
Interest expense................... 146 137 192 -- -- -- --
Exploration........................ 347 -- 368 613 800 -- --
Transaction costs.................. -- -- -- -- -- -- --
Foreign exchange (gain) loss....... (456) 5,100 311 324 (28) 707 --
Interest income.................... (20) (1,213) (524) (28) -- -- --
Other, net......................... (141) (12) 81 24 -- -- --
------ ------ ------ ------ ------ ------ ------
(124) 4,012 428 933 772 707 --
------ ------ ------ ------ ------ ------ ------
Earnings (loss) before the
undernoted....................... (1,192) 4,055 10,546 (50) 1,419 (3,983) --
Income taxes (recovery)............ 556 (471) 992 -- -- -- --
Minority interests and
participation rights............. (874) 2,263 4,777 (25) 710 -- --
------ ------ ------ ------ ------ ------ ------
Net earnings (loss)................ (874) 2,263 4,777 (25) 709 (3,983) --
====== ====== ====== ====== ====== ====== ======
Cash and cash equivalents.......... 4,021 1,032 4,962 364 34 618 --
Mining property, plant and
equipment expenditures........... 1,965 1,874 2,530 3,802 1,199 1,513 --
Mining property, plant and
equipment........................ 65,725 62,156 24,387 47,583 7,849 4,218 15,000
Total assets....................... 77,626 78,867 33,431 51,309 10,929 13,493 15,000
CORPORATE/
OTHERS TOTAL
---------- -------
Revenue............................ 4,089 135,683
------- -------
Cost of sales...................... -- 89,569
Depletion and depreciation......... 64 24,566
------- -------
64 114,135
------- -------
Earnings (loss) from operations
before the undernoted............ 4,025 21,548
------- -------
Corporate administration........... 4,748 4,748
Interest expense................... 76 551
Exploration........................ 580 2,708
Transaction costs.................. 2,478 2,478
Foreign exchange (gain) loss....... (2,265) 3,693
Interest income.................... (1,306) (3,091)
Other, net......................... (2,737) (2,785)
------- -------
1,574 8,302
------- -------
Earnings (loss) before the
undernoted....................... 2,451 13,246
Income taxes (recovery)............ 1,364 2,441
Minority interests and
participation rights............. (283) 6,568
------- -------
Net earnings (loss)................ 1,370 4,237
======= =======
Cash and cash equivalents.......... 97,441 108,472
Mining property, plant and
equipment expenditures........... 15 12,898
Mining property, plant and
equipment........................ 151 227,069
Total assets....................... 152,429 433,084
F-80
NINE MONTHS ENDED SEPTEMBER 30, 2001
(US$ thousands)
NEW STRATONI GREECE
LA COIPA BRASILIA CRIXAS ▇▇▇▇▇▇▇▇▇▇▇ BRITANNIA OPERATIONS DEVELOPMENT
-------- --------- ------- ----------- --------- ---------- -----------
Revenue............................ 29,699 19,202 20,305 15,160 11,919 18,736 --
------ ------ ------ ------ ------ ------ -----
Cost of sales...................... 22,538 13,561 8,024 10,815 8,190 16,794 --
Depletion and depreciation......... 10,768 5,078 3,725 4,514 4,457 1,096 --
------ ------ ------ ------ ------ ------ -----
33,306 18,639 11,749 15,329 12,647 17,890 --
------ ------ ------ ------ ------ ------ -----
Earnings (loss) from operations
before the undernoted............ (3,607) 563 8,556 (169) (728) 846 --
------ ------ ------ ------ ------ ------ -----
Corporate administration........... -- -- -- -- -- -- --
Interest expense................... 267 564 417 -- -- -- --
Exploration........................ 278 -- 70 441 348 -- --
Foreign exchange (gain) loss....... -- 3,715 1,391 101 48 -- --
Interest income.................... (17) (1,410) (805) (42) -- -- --
Other, net......................... 635 (2) 7 1 -- -- --
------ ------ ------ ------ ------ ------ -----
1,163 2,867 1,080 501 396 -- --
------ ------ ------ ------ ------ ------ -----
Earnings (loss) before taxes....... (4,770) (2,304) 7,476 (670) (1,124) 846 --
Income taxes (recovery)............ (358) (525) 979 -- -- -- --
Minority interests and
participation rights............. (2,206) (890) 3,249 (335) (562) -- --
------ ------ ------ ------ ------ ------ -----
Net earnings (loss)................ (2,206) (889) 3,248 (335) (562) 846 --
====== ====== ====== ====== ====== ====== =====
Mining property, plant and
equipment expenditures........... 5,294 1,468 2,094 2,615 1,021 2,792 5,243
CORPORATE/
OTHERS TOTAL
---------- -------
Revenue............................ 4,291 119,312
------ -------
Cost of sales...................... -- 79,922
Depletion and depreciation......... 168 29,806
------ -------
168 109,728
------ -------
Earnings (loss) from operations
before the undernoted............ 4,123 9,584
------ -------
Corporate administration........... 6,854 6,854
Interest expense................... 1,966 3,214
Exploration........................ 1,355 2,492
Foreign exchange (gain) loss....... (1,056) 4,199
Interest income.................... (2,704) (4,978)
Other, net......................... (463) 178
------ -------
5,952 11,959
------ -------
Earnings (loss) before taxes....... (1,829) (2,375)
Income taxes (recovery)............ 1,314 1,410
Minority interests and
participation rights............. (3,120) (3,864)
------ -------
Net earnings (loss)................ (23) 79
====== =======
Mining property, plant and
equipment expenditures........... 88 20,615
THREE MONTHS ENDED SEPTEMBER 30, 2002
(US$ thousands)
NEW STRATONI GREECE
LA COIPA BRASILIA CRIXAS ▇▇▇▇▇▇▇▇▇▇▇ BRITANNIA OPERATIONS DEVELOPMENT
-------- --------- ------- ----------- --------- ---------- -----------
Revenue............................. 11,112 10,280 7,785 4,518 4,613 6,838 --
------ ------ ----- ----- ----- ------ --
Cost of sales....................... 8,211 4,403 2,275 3,571 2,945 7,951 --
Depletion and depreciation.......... 2,935 1,640 1,367 259 1,129 641 --
------ ------ ----- ----- ----- ------ --
11,146 6,043 3,642 3,830 4,074 8,592 --
------ ------ ----- ----- ----- ------ --
Earnings (loss) from operations
before the undernoted............. (34) 4,237 4,143 688 539 (1,754) --
------ ------ ----- ----- ----- ------ --
Corporate administration............ -- -- -- -- -- -- --
Interest expense.................... 35 45 44 -- -- -- --
Exploration......................... 206 -- 225 158 239 -- --
Transaction costs................... -- -- -- -- -- -- --
Foreign exchange (gain) loss........ (283) 2,644 (149) 424 35 -- --
Interest income..................... (9) (103) (126) (13) -- -- --
Other, net.......................... (52) 1 79 14 -- -- --
------ ------ ----- ----- ----- ------ --
(103) 2,587 73 583 274 -- --
------ ------ ----- ----- ----- ------ --
Earnings (loss) before the
undernoted........................ 69 1,650 4,070 105 265 (1,754) --
Income taxes (recovery)............. 474 (174) 275 -- -- -- --
Minority interests and participation
rights............................ (202) 912 1,897 53 133 -- --
------ ------ ----- ----- ----- ------ --
Net earnings (loss)................. (203) 912 1,898 52 132 (1,754) --
====== ====== ===== ===== ===== ====== ==
Mining property, plant and equipment
expenditures...................... 686 934 404 866 426 794 --
CORPORATE/
OTHERS TOTAL
---------- ------
Revenue............................. 1,334 46,480
------ ------
Cost of sales....................... -- 29,356
Depletion and depreciation.......... 20 7,991
------ ------
20 37,347
------ ------
Earnings (loss) from operations
before the undernoted............. 1,314 9,133
------ ------
Corporate administration............ 1,927 1,927
Interest expense.................... 33 157
Exploration......................... 158 986
Transaction costs................... 592 592
Foreign exchange (gain) loss........ (1,607) 1,064
Interest income..................... (499) (750)
Other, net.......................... (1,145) (1,103)
------ ------
(541) 2,873
------ ------
Earnings (loss) before the
undernoted........................ 1,855 6,260
Income taxes (recovery)............. 846 1,421
Minority interests and participation
rights............................ 118 2,911
------ ------
Net earnings (loss)................. 891 1,928
====== ======
Mining property, plant and equipment
expenditures...................... -- 4,110
F-81
THREE MONTHS ENDED SEPTEMBER 30, 2001
(US$ thousands)
NEW STRATONI GREECE
LA COIPA BRASILIA CRIXAS ▇▇▇▇▇▇▇▇▇▇▇ BRITANNIA OPERATIONS DEVELOPMENT
-------- --------- ------- ----------- --------- ---------- -----------
Revenue............................. 10,953 6,352 6,977 5,292 4,293 5,128 --
------ ------ ----- ----- ----- ----- -----
Cost of sales....................... 7,841 4,477 2,537 3,928 2,761 4,295 --
Depletion and depreciation.......... 3,985 1,744 1,257 1,788 1,533 454 --
------ ------ ----- ----- ----- ----- -----
11,826 6,221 3,794 5,716 4,294 4,749 --
------ ------ ----- ----- ----- ----- -----
Earnings (loss) from operations
before the undernoted............. (873) 131 3,183 (424) (1) 379 --
------ ------ ----- ----- ----- ----- -----
Corporate administration............ -- -- -- -- -- -- --
Interest expense.................... 69 564 92 -- -- -- --
Exploration......................... 73 -- 22 30 170 -- --
Foreign exchange (gain) loss........ -- 1,990 667 83 (37) -- --
Interest income..................... (3) (145) (392) (27) -- -- --
Other, net.......................... 183 2 11 1 -- -- --
------ ------ ----- ----- ----- ----- -----
322 2,411 400 87 133 -- --
------ ------ ----- ----- ----- ----- -----
Earnings (loss) before taxes........ (1,195) (2,280) 2,783 (511) (134) 379 --
Income taxes (recovery)............. (68) 744 353 -- -- -- --
Minority interests and participation
rights............................ (563) (1,512) 1,215 (256) (67) -- --
------ ------ ----- ----- ----- ----- -----
Net earnings (loss)................. (564) (1,512) 1,215 (255) (67) 379 --
====== ====== ===== ===== ===== ===== =====
Mining property, plant and equipment
expenditures...................... 883 504 938 1,518 287 879 2,529
CORPORATE/
OTHERS TOTAL
---------- ------
Revenue............................. 1,066 40,061
------ ------
Cost of sales....................... -- 25,839
Depletion and depreciation.......... 23 10,784
------ ------
23 36,623
------ ------
Earnings (loss) from operations
before the undernoted............. 1,043 3,438
------ ------
Corporate administration............ 1,916 1,916
Interest expense.................... 264 989
Exploration......................... 62 357
Foreign exchange (gain) loss........ (361) 2,342
Interest income..................... (726) (1,293)
Other, net.......................... 735 932
------ ------
1,890 5,243
------ ------
Earnings (loss) before taxes........ (847) (1,805)
Income taxes (recovery)............. 1,339 2,368
Minority interests and participation
rights............................ (1,880) (3,063)
------ ------
Net earnings (loss)................. (306) (1,110)
====== ======
Mining property, plant and equipment
expenditures...................... 85 7,623
GEOGRAPHIC SEGMENTS ARE AS FOLLOWS:
(US$ thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------ ------------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2002 2002 2001 2001
------------- ------------- ------------- -------------
REVENUE
Canada............................................... 10,465 10,651 32,094 31,370
Chile................................................ 11,112 10,953 32,700 29,699
Brazil............................................... 18,065 13,329 48,903 39,507
Greece............................................... 6,838 5,128 21,986 18,736
------ ------ ------- -------
46,480 40,061 135,683 119,312
====== ====== ======= =======
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- ------------
IDENTIFIABLE ASSETS
Canada...................................................... 102,762 108,576
Chile....................................................... 82,205 88,430
Brazil...................................................... 115,117 188,148
Greece...................................................... 36,978 37,475
Others...................................................... 96,022 35,666
------- -------
433,084 458,295
======= =======
F-82
8. SUPPLEMENTARY INFORMATION ON MINORITY INTERESTS AND PARTICIPATION RIGHTS
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------ ------------------
2002 2001 2002 2001
------- ------- ------- -------
Revenue..................................................... $19,821 $17,467 $56,849 $50,288
Mine Operating Costs........................................ 14,698 16,164 45,327 46,467
Other expenses.............................................. 2,212 4,366 4,954 7,685
Minority interests and participation rights................. $ 2,911 $(3,063) $ 6,568 $(3,864)
9. 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) Under Canadian GAAP, the gold linked convertible notes ("Notes") were
accounted for under a components approach whereby the Notes were
presented with both liability and equity components. 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 9 to the consolidated
financial statements of the Company at December 31, 2001.
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.
b) Under US GAAP, start-up costs are expensed as incurred. Under Canadian
GAAP, start-up costs are deferred and amortized over the mine life.
c) 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. 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.
An adjustment to deferred taxes resulted from this US GAAP adjustment.
d) Under US GAAP, the components of changes in non-cash working capital
are to be disclosed. They are as follows:
NINE MONTHS
ENDED
SEPTEMBER 30
------------------
2002 2001
------- -------
$ $
Accounts receivable......................................... 3,363 3,640
Inventories................................................. 3,115 (456)
Accounts payable............................................ (4,496) (1,844)
------- -------
1,982 1,340
======= =======
e) 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 the 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
and losses from derivative instruments for which hedge accounting is
not applied are reported in other income.
Implementation of the Standards did not affect the Company's cash flows or
liquidity. The Standards are complex and subject to a potentially wide
range of interpretations in their application. The Financial Accounting
Standards Board ("FASB") continues to consider several issues, and the
potential exists for additional issues to be brought under its review.
Therefore, if subsequent FASB interpretations
F-83
of the Standards are different from the Company's initial application, it
is possible that the impact of the Company's application of the
Standards, as described above, will be modified.
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:
a. an increase in OCI of $17.5 million, net of future income taxes of
$nil;
b. an increase in assets of $12.5 million; and
c. a decrease in liabilities of $5 million
The Company has entered into the following types of derivative
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 ▇▇▇▇▇▇ of future metals sales under
both US and Canadian GAAP. On adoption of the Standards, the
Company elected not to designate these contracts as ▇▇▇▇▇▇ 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 $7.5 million of gains (September 30, 2001-$7.7
million), 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:
SEPTEMBER 30,
------------------
2002 2001
------- -------
$ $
Hedging gains, net of future income taxes of $nil, beginning
of period................................................. 10,985 --
Adjustment on implementation of SFAS 133.................... -- 17,544
------- -------
Hedging gains, net of future income taxes of $nil, beginning
of period, restated....................................... 10,985 17,544
Hedging gains at beginning of period reclassified to
earnings, net of future income taxes of $nil.............. 6,019 4,921
------- -------
Total hedging gains net of future income taxes of $nil...... 4,966 12,623
======= =======
f) The minority interests and participation rights adjustment arises from
the minority interests and participation rights impacts of the US GAAP
adjustments described in note 9.
g) The La Coipa, Brasilia and Crixas mines are proportionately
consolidated under Canadian GAAP. These mines would be accounted for
using the equity method under U.S. GAAP. An accommodation is available
under certain conditions pursuant to Item 17(c)(2)(vii) of Form 20-F
which permits the omission of differences in classification or display
that result from using proportionate consolidation in the
reconciliation to U.S. 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.
h) For purposes of this U.S. GAAP reconciliation, the terms "proven and
probable reserves", "exploration", "development", and "production" have
the same meaning under both U.S. and Canadian GAAP.
Exploration costs incurred are expensed at the same point in time based on
the same criteria under both U.S. and Canadian GAAP. In addition, mining
related costs only are capitalized after proven and probable reserves have
been designated under both U.S. and Canadian GAAP.
As a result of the above, the following would be U.S. GAAP information for
the nine-month periods ended September 30:
F-84
INCOME STATEMENT
2002 2001
------ ------
$ $
Earnings in accordance with Canadian GAAP................... 4,237 79
Depletion and depreciation (b).............................. 2,124 2,122
Interest expense (a)........................................ -- (1,107)
Minority interests and participation rights (f)............. (1,062) (1,061)
Foreign exchange gain (loss) (e) (iii)...................... 231 (1,758)
Other income (e) (i)........................................ (3,374) 670
------ ------
Earnings (loss) in accordance with US GAAP before
extraordinary gain........................................ 2,156 (1,055)
Extraordinary gain (net of tax) (a)......................... -- 34,181
------ ------
Earnings (loss) under U.S. GAAP............................. 2,156 33,126
====== ======
Basic and diluted earnings (loss) per share under U.S. GAAP
before extraordinary gain................................. 0.05 (0.08)
Basic and diluted earnings per share under U.S. GAAP........ 0.05 2.50
BALANCE SHEET
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- ------------
$ $
Current assets (e).......................................... 156,219 95,454
Deferred charges (e)........................................ 5,367 6,694
Mining property, plant and equipment (b),(c)................ 211,928 219,997
Current liabilities (e)..................................... 31,582 43,688
Deferred tax liability (c).................................. 16,473 17,298
Long-term debt (a).......................................... -- 58,832
Minority interests and participation rights (f)............. 124,941 126,211
Contributed surplus (a)..................................... 1,526 1,526
Deficit..................................................... (426,338) (428,494)
Other comprehensive income (e).............................. 4,966 10,985
STATEMENT OF CASH FLOWS
NINE MONTHS
ENDED
SEPTEMBER 30,
------------------
2002 2001
------- -------
$ $
Cash provided from operations............................... 31,571 35,929
Cash provided by (used for) investing activities (a),(f).... 27,378 (19,736)
Cash provided from (used for) financing activities (a)...... 32,955 (45,531)
Net cash, end of period..................................... 108,472 19,958
ACCOUNTING PRONOUNCEMENTS
The Company will be adopting SFAS No. 143, "Accounting for Asset Retirement
Obligations" in 2003. This standard requires that the fair value of
liabilities for asset retirement obligations be recognized in the period in
which they are incurred and capitalized as part of the asset carrying value
and depreciated over the asset's useful life. The Company has not determined
the effect of adoption of this new standard.
CANADIAN GAAP ACCOUNTING CHANGES
During 2001, the CICA issued Accounting Guideline 13 ("AG 13"), which will be
effective beginning in 2004. AG 13 addresses the identification, designation,
documentation and effectiveness of hedging relationships for the purposes of
applying hedge accounting. In addition, it deals with the discontinuance of
hedge accounting and establishes conditions for applying hedge accounting.
Under the guideline, the Company is required to document its hedging
relationships and explicitly demonstrate that the ▇▇▇▇▇▇ are sufficiently
effective in order to continue accrual accounting for positions hedged with
derivatives. Otherwise, the derivative financial instruments will be required
to be marked to market with the resultant gain or loss being recognized in
income. The impact of adopting this guideline has not yet been determined.
10. COMPARATIVE FIGURES
Certain comparative figures have been reclassified to conform to the
presentation used in the current year.
F-85
(PRICEWATERHOUSECOOPERS LETTERHEAD)
AUDITORS' REPORT
To the Directors of
TVX Gold Inc.
We have audited the consolidated balance sheets of TVX Gold Inc. as at
December 31, 2001 and 2000 and the consolidated statements of operations,
deficit and cash flows for the years ended December 31, 2001, 2000 and 1999.
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, 2001 and 2000 and the results of its operations and its cash flows for the
years ended December 31, 2001, 2000 and 1999 in accordance with Canadian
generally accepted accounting principles.
As described in note 11(c)(ii) to the consolidated financial statements,
the Company has restated its loss per share for the year ended December 31, 2001
from $12.41 per share to $10.58 per share, to include, for the purposes of the
loss per share calculation, the increase in contributed surplus resulting from
the settlement of the gold linked convertible notes, as described in note 9 to
the consolidated financial statements, in the determination of the loss
applicable to common shares. There has been no change in the amount reported as
the loss for the year ended December 31, 2001.
(SIGNED) "PRICEWATERHOUSECOOPERS LLP"
CHARTERED ACCOUNTANTS
Toronto, Ontario
March 12, 2002, except for note 19 which is as of November 19, 2002 and note
16(b) which is as of December 9, 2002
PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP
and other members of the worldwide PricewaterhouseCoopers organization.
F-86
TVX GOLD INC.
CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31, 2001 AND 2000
(thousands of United States dollars)
2001 2000
-------- --------
$ $
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................... 16,568 49,296
Short-term investments...................................... 28,740 57,961
Accounts receivable......................................... 25,739 29,596
Inventories (note 3)........................................ 24,299 24,501
-------- --------
95,346 161,354
MINING PROPERTY, PLANT AND EQUIPMENT (note 4)............... 237,262 494,105
RESTRICTED CASH (notes 8(e), 13(d) and 16(c))............... 16,615 17,870
EXPORT PREPAYMENT CONTRACTS (note 5)........................ 66,983 42,483
DEFERRED CHARGES (note 13(c))............................... 182 7,384
DEFERRED INCOME TAXES (note 14(d)).......................... 12,473 9,112
OTHER ASSETS (note 6)....................................... 29,434 30,699
-------- --------
458,295 763,007
======== ========
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities (note 10).......... 28,266 28,407
Current portion of long-term debt (note 8).................. 15,401 18,585
Debenture payable (note 7).................................. -- 26,855
Current portion of deferred revenue (note 13(c))............ 5,332 4,984
-------- --------
48,999 78,831
LONG-TERM DEBT (note 8)..................................... 58,832 69,780
OTHER LIABILITIES (note 10)................................. 22,943 24,648
DEFERRED INCOME TAXES (note 14)............................. 20,948 28,411
-------- --------
151,722 201,670
MINORITY INTERESTS AND PARTICIPATION RIGHTS (note 18)....... 132,088 164,788
-------- --------
283,810 366,458
-------- --------
SHAREHOLDERS' EQUITY
CAPITAL STOCK (note 11)..................................... 594,661 382,900
CONTRIBUTED SURPLUS (note 11(d))............................ 36,255 1,526
GOLD LINKED CONVERTIBLE NOTES (note 9)...................... -- 233,960
DEFICIT..................................................... (456,431) (221,837)
-------- --------
174,485 396,549
-------- --------
458,295 763,007
======== ========
COMMITMENTS AND CONTINGENCIES (notes 8(e), 16 and 18)
The accompanying notes form an integral part of these consolidated financial
statements.
Approved on behalf of the Board
(signed) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (signed) ▇▇▇▇▇ ▇. ▇▇▇▇▇
Director Director
F-87
TVX GOLD INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(thousands of United States dollars except for per share amounts)
2001 2000 1999
-------- ------- -------
$ $ $
REVENUE..................................................... 158,340 170,030 162,856
-------- ------- -------
MINE OPERATING COSTS
Cost of sales............................................... 108,148 106,804 87,298
Depletion and depreciation.................................. 40,243 38,000 48,036
-------- ------- -------
148,391 144,804 135,334
-------- ------- -------
9,949 25,226 27,522
MINING PROPERTY WRITE-DOWNS (note 4)........................ 21,000 -- --
-------- ------- -------
EARNINGS (LOSS) FROM OPERATIONS BEFORE THE UNDERNOTED....... (11,051) 25,226 27,522
-------- ------- -------
OTHER EXPENSES (INCOME)
Non-operating asset write-downs (note 4).................... 223,513 -- 64,000
Corporate administration.................................... 8,123 6,597 7,753
Interest expense............................................ 3,769 3,447 4,713
Exploration................................................. 3,380 5,497 4,531
Foreign exchange loss....................................... 3,293 2,015 1,453
Interest income............................................. (5,650) (9,503) (9,076)
Gain on disposal of minority interests and participation
rights (note 18).......................................... -- -- (4,197)
Other, net.................................................. (3,883) 5,420 1,026
-------- ------- -------
232,545 13,473 70,203
-------- ------- -------
EARNINGS (LOSS) BEFORE THE UNDERNOTED....................... (243,596) 11,753 (42,681)
INCOME TAX (RECOVERY) EXPENSE (note 14)..................... (5,634) (179) 4,782
MINORITY INTERESTS AND PARTICIPATION RIGHTS (note 18)....... (10,034) (496) 102
-------- ------- -------
NET EARNINGS (LOSS) FOR THE YEAR............................ (227,928) 12,428 (47,565)
======== ======= =======
EARNINGS (LOSS) PER SHARE -- RESTATED (notes 2, 11(c) and
19)....................................................... (10.58) 0.03 (17.33)
The accompanying notes form an integral part of these consolidated financial
statements.
F-88
TVX GOLD INC.
CONSOLIDATED STATEMENTS OF DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(thousands of United States dollars)
2001 2000 1999
-------- -------- --------
$ $ $
DEFICIT, BEGINNING OF YEAR -- as originally reported........ (221,837) (219,838) (160,391)
Change in accounting for income taxes (note 2).............. -- (2,102) --
-------- -------- --------
DEFICIT, BEGINNING OF YEAR -- restated...................... (221,837) (221,940) (160,391)
NET EARNINGS (LOSS) FOR THE YEAR............................ (227,928) 12,428 (47,565)
Accretion of convertible notes (note 9)..................... (6,666) (12,325) (11,882)
-------- -------- --------
DEFICIT, END OF YEAR........................................ (456,431) (221,837) (219,838)
======== ======== ========
The accompanying notes form an integral part of these consolidated financial
statements.
F-89
TVX GOLD INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(thousands of United States dollars)
2001 2000 1999
-------- -------- --------
$ $ $
OPERATING ACTIVITIES
Net earnings (loss) for the year............................ (227,928) 12,428 (47,565)
Non-cash items:
Depletion and depreciation................................ 40,243 38,000 48,036
Deferred income taxes..................................... (10,919) (4,022) (2,485)
Non-operating asset write-downs........................... 223,513 -- 64,000
Mining property write-downs............................... 21,000 -- --
Minority interests and participation rights............... (10,034) (496) 102
Change in reclamation provision........................... (2,771) -- --
Gain on disposal of minority interests and participation
rights (note 18)....................................... -- -- (4,197)
Other..................................................... 1,006 326 1,810
Deferred revenue.......................................... (4,608) (11,020) (13,571)
Net proceeds from hedge book restructuring (note 13)...... 16,801 -- --
-------- -------- --------
46,303 35,216 46,130
Changes in non-cash working capital......................... (520) (2,659) 512
-------- -------- --------
Cash provided by operating activities....................... 45,783 32,557 46,642
-------- -------- --------
INVESTING ACTIVITIES
Mining property, plant and equipment........................ (25,552) (48,746) (55,263)
Net proceeds on disposal of minority interest and
participation rights (note 18)............................ -- -- 180,953
Payment of receivable from High River Gold Mines Ltd........ 3,014 1,541 1,529
Purchases of short-term investments......................... (51,931) (130,562) (48,586)
Sales and maturities of short-term investments.............. 81,152 136,612 11,097
Export prepayment contracts................................. (24,500) (42,483) 25,427
Decrease (increase) in restricted cash...................... 1,255 (9,770) (8,100)
Other....................................................... (1,495) (2,569) 2,568
-------- -------- --------
Cash (used for) provided by investing activities............ (18,057) (95,977) 109,625
-------- -------- --------
FINANCING ACTIVITIES
Long-term debt borrowings................................... 26,944 45,133 8,000
Long-term debt repayments................................... (26,470) (25,622) (126,436)
Debenture payable........................................... (26,855) 26,855 --
Minority interest dividends................................. (22,666) (15,963) --
Gold linked convertible notes............................... (9,173) (10,501) (9,623)
Contributed surplus......................................... (1,595) -- --
Common shares............................................... (639) (626) 24,000
-------- -------- --------
Cash (used for) provided by financing activities............ (60,454) 19,276 (104,059)
-------- -------- --------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS............ (32,728) (44,144) 52,208
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR................ 49,296 93,440 41,232
-------- -------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR...................... 16,568 49,296 93,440
======== ======== ========
The accompanying notes form an integral part of these consolidated financial
statements.
F-90
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 in all material respects 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 current monetary assets and liabilities are included in the
determination of earnings. Gains and losses related to long-term debt are
deferred and amortized over the remaining term of the debt.
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 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 ▇▇▇▇▇▇ are marked to market and the resultant gains or
losses are recorded in earnings in the period.
The Company periodically enters 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 enters into forward 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, export prepayment contracts, accounts payable and
accrued liabilities, debenture payable and current and long-term debt
represents 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-91
f) INVENTORIES
Gold and silver bullion inventories, dore, work-in-process, base metal
concentrates 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 mine lives range from 4 to 20 years with the average being 10
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 2001 evaluation
were $300 per ounce (2000 -- $300; 1999 -- $325) for gold, $4.50 per ounce
(2000 and 1999 -- $5.50) for silver, $475 per tonne for lead (2000 and
1999 -- $550) and $775 per tonne for zinc (2000 and 1999 -- $1,200).
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 those short-term money market
instruments which, on acquisition, have a term to maturity of three months
or less. Short-term investment represents short-term money market
instruments with maturities greater than three months and less than one
year.
l) STOCK-BASED COMPENSATION PLAN
The Company has a stock-based compensation plan which is described in note
12. 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 paid on exercise of
stock options is credited to share capital.
2. CHANGES IN ACCOUNTING POLICIES
Effective January 1, 2001, the Company adopted, retroactively, a new
accounting standard issued by the Canadian Institute of Chartered Accountants
(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.
In December 1997, the Canadian Institute of Chartered Accountants 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.
F-92
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 Company adopted section 3465 retroactively without restatement of the
1999 comparative figures. 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,
----------------
2001 2000
------ ------
$ $
Bullion and dore............................................ 3,294 2,475
Base metal concentrates..................................... 4,199 2,979
Work-in-process............................................. 2,257 1,989
Ore stockpiles -- precious metals........................... 2,693 3,095
Materials and supplies...................................... 11,856 13,963
------ ------
24,299 24,501
====== ======
4. MINING PROPERTY, PLANT AND EQUIPMENT
DECEMBER 31,
--------------------
2001 2000
-------- --------
$ $
Producing properties
Mining property and deferred development.................. 311,430 316,573
Accumulated depletion..................................... (207,300) (187,439)
-------- --------
104,130 129,134
-------- --------
Mine plant and equipment.................................. 293,346 296,363
Accumulated depreciation.................................. (178,193) (168,338)
-------- --------
115,153 128,025
-------- --------
Equipment under capital lease............................. 4,943 4,943
Accumulated depreciation.................................. (1,964) (1,091)
-------- --------
2,979 3,852
-------- --------
222,262 261,011
-------- --------
Development properties
Greek development projects................................ 15,000 233,094
-------- --------
Total mining property, plant and equipment.................. 237,262 494,105
======== ========
The Company wrote down the carrying value of certain assets as follows:
FOR THE YEARS ENDED
DECEMBER 31,
-----------------------------
2001 2000 1999
------- ------- -------
$ $ $
Reduction in carrying value of Greek development projects
(note 16(b)).............................................. 223,513 -- 64,000
------- ------- -------
Reduction in carrying value of La Coipa Mine................ 13,000 -- --
Reduction in carrying value of New Britannia Mine........... 8,000 -- --
------- ------- -------
21,000 -- --
------- ------- -------
Mining property write-downs................................. 244,513 -- 64,000
======= ======= =======
Interest capitalized to the Greek development projects during 2001 is $671
(2000 -- $1,996; 1999 -- $5,116).
The Stratoni mine, included in producing properties, is subject to actions
(note 16(b)) affecting the mining permits.
Greek development projects comprise the Company's investment in the Olympias
and Skouries properties. The costs associated with Olympias were written-off
in 2001 (note 16(b)). The Skouries project has a completed feasibility study,
however it is subject to obtaining and maintaining mine permits.
F-93
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. The
amounts on deposit are referred to as export prepayment contracts on the
balance sheet.
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 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 will 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 other liabilities and recognized over the term
of the corresponding commitment to conduct export activities ($2,540; (2000
-- $1,017)).
6. OTHER ASSETS
DECEMBER 31,
----------------
2001 2000
------ ------
$ $
Receivable from High River Gold Mines Ltd.(a)............... 14,867 17,881
Pyrite concentrates......................................... 8,485 8,485
Other....................................................... 6,082 4,333
------ ------
29,434 30,699
====== ======
---------------
(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.
7. 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.
8. LONG-TERM DEBT
DECEMBER 31,
------------------
2001 2000
------- -------
$ $
Crixas export loans(a)...................................... 7,250 8,750
Brasilia export loans(a).................................... 66,983 47,383
Lease rate swaps and other(b)............................... -- 14,656
Gold linked convertible notes (note 9)...................... -- 17,576
------- -------
Total debt.................................................. 74,233 88,365
Less: Current portion....................................... (15,401) (18,585)
------- -------
Long-term debt.............................................. 58,832 69,780
======= =======
---------------
a) The Brazilian mines (Brasilia, Crixas) received advances against future
export commitments. These loans are denominated in US dollars and bear
interest at an average rate of 7.6%. The Brasilia loan balance has
corresponding deposits to match each and all maturities which are
included in export prepayment contracts (2000 -- included in cash and
cash equivalents ($1,224), short-term investments ($3,676) and export
prepayment contracts ($42,483)).
b) At December 31, 2000, the Company had a liability of $1,634 under a
Lease Rate Swap ("LRS") arrangement with a notional amount of 129,600
gold ounces. The LRS was used to finance $280 gold put options maturing
quarterly to March 2003.
Also at December 31, 2000, a LRS was used to finance 390,000 ounces of
$360 gold put options maturing quarterly from 2003 to 2006. Associated
with this LRS at December 31, 2000, the Company had a liability with
Normandy Mining Limited ("Normandy") of $13,022.
The LRS arrangements were terminated in 2001 as part of the commodity
contracts restructuring described in note 13.
c) Long-term debt maturing after December 31, 2001 is as follows:
CRIXAS BRASILIA TOTAL
------- --------- ------
$ $ $
2002........................................................ 5,750 9,651 15,401
2003........................................................ 1,500 20,188 21,688
2004........................................................ -- 18,774 18,774
2005........................................................ -- 18,370 18,370
----- ------ ------
7,250 66,983 74,233
===== ====== ======
F-94
d) The Company has an unutilized $2.0 million revolving line of credit
with Normandy. Amounts drawn on this facility are subject to interest
at LIBOR plus 2.35% and are collateralized.
e) 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, 2001
(2000 -- $7.8 million).
An additional $0.9 million of letters of credit have been issued
relating to the ▇▇▇▇▇▇▇▇▇▇▇ mine (2000 -- $0.9 million).
See also note 16(c) regarding Hellenic Gold commitments.
f) Interest paid during 2001 amounted to $13,615 (2000 -- $18,170; 1999 --
$10,586).
9. 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.
DECEMBER 31,
------------------
2001 2000
------- -------
$
Liability component of debt
Current portion........................................... -- 11,459
Long-term portion......................................... -- 6,117
------- -------
-- 17,576
======= =======
Equity component -- net of issuance costs................... -- 233,960
======= =======
During the year ended December 31, 2001, the charges to deficit were $6,666
(2000 -- $12,325; 1999 -- $11,882).
10. OTHER LIABILITIES
DECEMBER 31,
----------------
2001 2000
------ ------
$ $
Reclamation provisions -- operating properties.............. 13,782 10,729
Reclamation provisions -- non-operating properties(a)....... 1,000 5,000
Capital lease(b)............................................ 1,901 3,000
Other....................................................... 6,260 5,919
------ ------
22,943 24,648
====== ======
-------------------
a) An additional $2.9 million (2000 -- $4.5 million) of accrued reclamation
costs relating to the current portion of the reclamation accrual for the
Mineral Hill mine is included in accounts payable at December 31, 2001.
F-95
b) The total remaining capital lease obligation of $2,930 accrues interest
at 90 day LIBOR plus 1.5%. Future minimum lease payments are as follows:
$
------
2002........................................................ 1,143
2003........................................................ 1,142
2004........................................................ 856
------
3,141
Less: Interest.............................................. (211)
------
2,930
Less Current portion........................................ (1,029)
------
1,901
======
11. 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, 1998......................... 3,235,657 361,052
Shares issued for cash (note 18)............................ 356,665 24,000
----------- -------
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 9)........... 32,150,118 211,761
----------- -------
Outstanding as at December 31, 2001......................... 35,722,353 594,661
=========== =======
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. All share capital, share and option
data in the consolidated financial statements have been retroactively
restated to reflect the share consolidation (note 19).
c) (i) The earnings (loss) per share has been calculated using the
weighted average number of shares outstanding during the year of
18,898,593 shares (2000 -- 3,581,370; 1999 -- 3,431,090). For
purposes of the calculation, the loss is adjusted for charges
related to the Notes totaling $6,666 (2000 -- $12,325; 1999 --
$11,882) and the increase in contributed surplus resulting from
the settlement of the Notes (note 9). Diluted loss per share has
not been presented, as it would not be dilutive. Diluted earnings
per share reflects the maximum possible dilution from the
potential conversion of stock options.
Basic earnings (loss) per share for the years ended December 31:
2001 2000 1999
----------- ---------- ----------
$ $ $
Net earnings (loss)......................................... (227,928) 12,428 (47,565)
Interest accretion on the Notes............................. (6,666) (12,325) (11,882)
Increase from the settlement of the Notes................... 34,729 -- --
----------- ---------- ----------
Net earnings (loss) applicable to common shares............. (199,865) 103 (59,447)
=========== ========== ==========
Weighted average common shares outstanding.................. 18,898,593 3,581,370 3,431,090
=========== ========== ==========
Basic earnings (loss) per common share...................... (10.58) 0.03 (17.33)
=========== ========== ==========
(ii) The Company has restated its loss per share for the year ended
December 31, 2001 from $12.41 per share to $10.58 per share, to
include, for the purposes of the loss per share calculation, the
increase in contributed surplus resulting from the settlement of the
Notes (note 9) in the determination of the loss applicable to common
shares. There has been no change in the amount reported as the loss
for the year ended December 31, 2001.
F-96
d) During 2000, under 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 9) resulted in additional
contributed surplus of $34,729 in 2001.
e) During 2001, the Company adopted a normal course issuer bid under which
it may purchase for cancellation, up to 1.7 million of its common
shares. The bid will terminate on the earlier of a date determined by
the Company and December 13, 2002. No shares have been repurchased to
date.
f) The Company has issued 8,000 warrants outstanding to purchase common
shares at CAN$66.50 per share expiring August 11, 2003.
12. STOCK-BASED COMPENSATION PLAN
The Company has granted common share options to certain directors, officers,
employees and consultants to attract and retain key personnel. Under the
Company's 1994 Stock Option Plan, as amended, up to 3.5 million common share
options for terms up to ten years at a price no lower than the market price
at the time of the grant are available to certain directors, officers,
employees and consultants. The total number of shares which may be purchased
under any options granted to insiders of the Company under the Stock Option
Plan shall be less than a majority of the total number of shares available
for issuance under the Stock Option Plan.
At the time of the grant, vesting is at the discretion of the Board of
Directors. Options granted typically vest equally over the first three years
with one quarter vesting on the date of the grant. All options granted have
five-year terms.
In the event of a fundamental change in the ownership and/or capital
structure of the Company, all options outstanding will automatically vest and
become fully exercisable and the options will continue until the end of the
expiry period.
A summary of the status of the stock option plan as at December 31, 2001,
2000 and 1999 and changes during the years ending on those dates, reflecting
the share consolidations referred to in notes 11(b) and 19, is as follows:
2001 2000 1999
------------------ ------------------ ------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
------ --------- ------ --------- ------ ---------
(000s) CAN$ (000s) CAN$ (000s) CAN$
Outstanding at beginning of year............................ 267 155.50 328 191.00 342 355.50
Granted..................................................... 1,016 8.50 -- -- 146 66.50
Expired..................................................... (41) 204.70 (61) 346.10 (160) 430.00
----- ------ --- ------ ---- ------
Outstanding at end of year................................ 1,242 30.10 267 155.50 328 191.00
===== ====== === ====== ==== ======
Options exercisable at year end........................... 546 57.20 198 175.00 167 258.50
===== ====== === ====== ==== ======
The following table summarizes information on stock options outstanding at
December 31, 2001:
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$ 2001 LIFE YEARS PRICE 2001 PRICE
----------------------------- -------------- ----------- -------- --------------- --------
(000s) CAN$ (000s) CAN$
355.00 -- 492.50....................................... 13 0.46 411.50 13 411.50
194.00 -- 229.50....................................... 41 1.15 199.80 41 199.80
138.00 -- 162.50....................................... 41 1.61 162.00 41 162.00
66.50 -- 99.50....................................... 131 2.61 66.50 127 66.50
8.50 -- 12.50....................................... 1,016 4.70 8.50 324 8.50
----- ---- ------ --- ------
8.50 -- 492.50....................................... 1,242 4.22 30.10 546 57.20
===== ==== ====== === ======
13. COMMODITY CONTRACTS AND FINANCIAL INSTRUMENTS
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 (note 8(b)). 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-97
The Company's consolidated precious metals hedging program and deferred
revenue as at December 31, 2001 is presented below:
a) Gold
PUTS BOUGHT
---------------
OUNCES $/OZ
------- ----
2002........................................................ 200,000 280
2003........................................................ 150,000 260
2004........................................................ 150,000 250
2005........................................................ 150,000 250
2006........................................................ 150,000 250
-------
800,000 259
=======
The fair value of the gold put option contracts at December 31, 2001 was
$6,652.
b) Silver
CALLS SOLD
-----------------
OUNCES $/OZ
--------- ----
2002........................................................ 2,000,000 6.00
2003........................................................ 2,000,000 6.00
---------
4,000,000 6.00
=========
The silver calls sold are not considered to be a hedge and have been
marked to market at December 31, 2001.
c) Deferred revenue and deferred charges comprise net premiums on open
calls, put options and lease rate swap arrangements 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
REVENUE CHARGES TOTAL
-------- -------- ------
$ $ $
2002........................................................ 9,500 (4,168) 5,332
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)
------ ------- ------
41,307 (36,157) 5,150
====== =======
Less: Current portion of deferred revenue................... 5,332
------
Deferred charges............................................ (182)
======
d) 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, 2001,
amounted to $515 ($2000 -- $2,570) which is included in restricted
cash.
e) The Company has entered into contracts which establish a fixed exchange
rate on a portion of its future Canadian dollar cash requirements. The
Company accounts for these forward contracts as a hedge of future
operating costs of Canadian operations. As at December 31, 2001, the
Company held Canadian dollar forward purchase contracts for US$9.6
million at an average exchange rate of $1.58, which expire during 2002.
The fair value of these contracts at December 31, 2001 is $82.
f) The Company also enters into hedging agreements to establish a fixed
exchange rate for a portion of its Euro cash requirements for its
operations in Greece. At December 31, 2001, the Company had 1.125
million Euros per month, until December 2002, purchased at an average
cost of 0.8887 EUR. The fair value adjustment at year-end was a loss of
$103.
F-98
14. INCOME TAXES
a) Details of income tax (recovery) expense for the years ended December
31 are as follows:
2001 2000 1999
------- ------ ------
$ $ $
Income taxes
Current
Foreign................................................. 4,863 3,680 7,079
Canada.................................................. 422 163 188
------- ------ ------
5,285 3,843 7,267
------- ------ ------
Deferred
Foreign................................................. (7,559) (3,282) (2,485)
Canada.................................................. (3,360) (740) --
------- ------ ------
(10,919) (4,022) (2,485)
------- ------ ------
(5,634) (179) 4,782
======= ====== ======
Income taxes paid during 2001 amounted to $5,285 (2000 -- $3,843; 1999 --
$7,267).
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:
2001 2000 1999
----- ----- -----
% % %
Combined Canadian federal and provincial statutory income
tax rate.................................................. 41.7 44.0 (44.6)
Impact of change in future tax rates........................ (1.0) 2.5 --
Non-temporary differences................................... 0.4 3.3 2.0
Tax rates of other jurisdictions............................ (0.5) -- --
Unrecorded (realized) benefit of tax losses................. (38.3) (51.3) 53.8
----- ----- -----
Effective tax rate........................................ 2.3 (1.5) 11.2
===== ===== =====
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 (2000 -- $9,878) have been
provided on unremitted foreign earnings.
c) The Company has unutilized tax deductions in Canada totalling
approximately $26,700 (2000 -- $38,500) 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,
$15,100 will expire in 2008.
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,
---------------
2001 2000
----- ------
$ $
Depletion and depreciation.................................. 3,794 11,093
Other, including accrued withholding taxes.................. 4,681 8,206
----- ------
8,475 19,299
===== ======
F-99
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, 2001
------------------------------------------------------
MUSSEL- NEW
LA COIPA BRASILIA CRIXAS WHITE BRITANNIA
(CHILE) (BRAZIL) (BRAZIL) (CANADA) (CANADA)
-------- --------- -------- -------- ---------
$ $ $ $ $
Revenue......................... 41,404 25,386 26,699 20,122 15,289
------- ------- ------ ------ ------
Cost of sales................... 32,128 17,953 10,719 14,281 10,537
Depletion and depreciation...... 16,260 5,091 5,007 5,904 5,916
------- ------- ------ ------ ------
48,388 23,044 15,726 20,185 16,453
------- ------- ------ ------ ------
(6,984) 2,342 10,973 (63) (1,164)
Mining property write-downs..... 13,000 -- -- -- 8,000
------- ------- ------ ------ ------
Earnings (loss) before the
undernoted.................... (19,984) 2,342 10,973 (63) (9,164)
------- ------- ------ ------ ------
Non-operating asset
write-downs................... -- -- -- -- --
Corporate administration........ -- -- -- -- --
Exploration..................... 320 -- 237 488 466
Interest expense................ 309 575 534 -- --
Interest income................. (28) (1,682) (769) (59) --
Other........................... 623 2,275 603 106 62
------- ------- ------ ------ ------
1,224 1,168 605 535 528
------- ------- ------ ------ ------
Earnings (loss) before the
undernoted.................... (21,208) 1,174 10,368 (598) (9,692)
Income taxes.................... (41) (215) 1,325 -- --
Minority interests and
participation rights.......... (10,584) 695 4,522 (299) (4,846)
------- ------- ------ ------ ------
Net earnings (loss)............. (10,583) 694 4,521 (299) (4,846)
======= ======= ====== ====== ======
Cash and cash equivalents....... 1,133 1,021 5,980 -- 14
Capital expenditures............ 5,975 2,004 3,254 4,032 1,298
Mining property, plant and
equipment..................... 72,379 63,955 25,503 46,539 9,546
Total assets.................... 82,639 151,147 35,616 50,490 12,416
FOR THE YEAR ENDED DECEMBER 31, 2001
------------------------------------------------
STRATONI
OPERATIONS GREECE CORPORATE/
(GREECE) DEVELOPMENT OTHER TOTAL
---------- ----------- ---------- --------
$ $ $ $
Revenue......................... 24,160 -- 5,280 158,340
------ -------- ------- --------
Cost of sales................... 22,530 -- -- 108,148
Depletion and depreciation...... 1,871 -- 194 40,243
------ -------- ------- --------
24,401 -- 194 148,391
------ -------- ------- --------
(241) -- 5,086 9,949
Mining property write-downs..... -- -- -- 21,000
------ -------- ------- --------
Earnings (loss) before the
undernoted.................... (241) -- 5,086 (11,051)
------ -------- ------- --------
Non-operating asset
write-downs................... -- 223,513 -- 223,513
Corporate administration........ -- -- 8,123 8,123
Exploration..................... -- -- 1,869 3,380
Interest expense................ -- -- 2,351 3,769
Interest income................. -- -- (3,112) (5,650)
Other........................... -- -- (4,259) (590)
------ -------- ------- --------
-- 223,513 4,972 232,545
------ -------- ------- --------
Earnings (loss) before the
undernoted.................... (241) (223,513) 114 (243,596)
Income taxes.................... -- -- (6,703) (5,634)
Minority interests and
participation rights.......... -- -- 478 (10,034)
------ -------- ------- --------
Net earnings (loss)............. (241) (223,513) 6,339 (227,928)
====== ======== ======= ========
Cash and cash equivalents....... 574 -- 7,846 16,568
Capital expenditures............ 3,471 5,419 99 25,552
Mining property, plant and
equipment..................... 4,111 15,000 229 237,262
Total assets.................... 13,990 23,485 88,512 458,295
F-100
FOR THE YEAR ENDED DECEMBER 31, 2000
------------------------------------------------------
MUSSEL- NEW
LA COIPA BRASILIA CRIXAS WHITE BRITANNIA
(CHILE) (BRAZIL) (BRAZIL) (CANADA) (CANADA)
-------- --------- -------- -------- ---------
$ $ $ $ $
Revenue......................... 48,902 30,361 26,774 21,892 14,552
------- ------- ------ ------ ------
Cost of sales................... 37,256 19,402 10,624 12,526 10,992
Depletion and depreciation...... 13,859 8,079 4,897 5,922 4,158
------- ------- ------ ------ ------
51,115 27,481 15,521 18,448 15,150
------- ------- ------ ------ ------
(2,213) 2,880 11,253 3,444 (598)
Mining property write-downs..... -- -- -- -- --
------- ------- ------ ------ ------
Earnings (loss) before the
undernoted.................... (2,213) 2,880 11,253 3,444 (598)
------- ------- ------ ------ ------
Non-operating asset
write-downs................... -- -- -- -- --
Corporate administration........ -- 13 -- -- --
Exploration..................... 768 -- 584 555 515
Interest expense................ 426 505 1,131 -- --
Interest income................. (44) (1,872) (618) -- --
Other........................... 8,625 (2,201) 119 166 28
------- ------- ------ ------ ------
9,775 (3,555) 1,216 721 543
------- ------- ------ ------ ------
Earnings (loss) before the
undernoted.................... (11,988) 6,435 10,037 2,723 (1,141)
Income taxes.................... (1,298) 253 2,529 -- --
Minority interests and
participation rights.......... (5,345) 3,091 3,754 1,362 (571)
------- ------- ------ ------ ------
Net earnings (loss)............. (5,345) 3,091 3,754 1,361 (570)
======= ======= ====== ====== ======
Cash and cash equivalents....... 24 4,012 2,529 351 48
Capital expenditures............ 6,053 2,171 2,912 1,076 1,612
Mining property, plant and
equivalent.................... 95,593 65,939 27,067 47,965 22,076
Total assets.................... 108,554 159,040 35,377 52,224 25,021
FOR THE YEAR ENDED DECEMBER 31, 2000
------------------------------------------------
STRATONI
OPERATIONS GREECE CORPORATE/
(GREECE) DEVELOPMENT OTHER TOTAL
---------- ----------- ---------- --------
$ $ $ $
Revenue......................... 16,081 -- 11,468 170,030
------ -------- ------- --------
Cost of sales................... 16,004 -- -- 106,804
Depletion and depreciation...... 1,003 -- 82 38,000
------ -------- ------- --------
17,007 -- 82 144,804
------ -------- ------- --------
(926) -- 11,386 25,226
Mining property write-downs..... -- -- -- --
------ -------- ------- --------
Earnings (loss) before the
undernoted.................... (926) -- 11,386 25,226
------ -------- ------- --------
Non-operating asset
write-downs................... -- -- -- --
Corporate administration........ -- -- 6,584 6,597
Exploration..................... 146 -- 2,929 5,497
Interest expense................ -- -- 1,385 3,447
Interest income................. -- -- (6,969) (9,503)
Other........................... -- -- 698 7,435
------ -------- ------- --------
146 -- 4,627 13,473
------ -------- ------- --------
Earnings (loss) before the
undernoted.................... (1,072) -- 6,759 11,753
Income taxes.................... -- -- (1,663) (179)
Minority interests and
participation rights.......... -- -- (2,787) (496)
------ -------- ------- --------
Net earnings (loss)............. (1,072) -- 11,209 12,428
====== ======== ======= ========
Cash and cash equivalents....... 1,590 -- 40,742 49,296
Capital expenditures............ 3,258 31,616 48 48,746
Mining property, plant and
equivalent.................... 2,011 233,094 360 494,105
Total assets.................... 10,954 243,590 128,247 763,007
FOR THE YEAR ENDED DECEMBER 31, 1999
-----------------------------------------------------------------------------------------
MUSSEL- NEW
LA COIPA BRASILIA CRIXAS WHITE BRITANNIA CORPORATE/
(CHILE) (BRAZIL) (BRAZIL) (CANADA) (CANADA) GREECE OTHER TOTAL
-------- --------- -------- -------- --------- -------- ---------- --------
$ $ $ $ $ $ $ $
Revenue.......................... 64,830 26,318 21,712 18,507 15,202 -- 16,287 162,856
------- ------ ------ ------ ------ -------- ------- --------
Cost of sales.................... 38,267 16,608 9,694 11,924 10,805 -- -- 87,298
Depletion and depreciation....... 24,074 7,296 4,623 7,477 4,364 -- 202 48,036
------- ------ ------ ------ ------ -------- ------- --------
62,341 23,904 14,317 19,401 15,169 -- 202 135,334
------- ------ ------ ------ ------ -------- ------- --------
2,489 2,414 7,395 (894) 33 -- 16,085 27,522
Mining property write-downs...... -- -- -- -- -- -- -- --
------- ------ ------ ------ ------ -------- ------- --------
Earnings (loss) before the
undernoted..................... 2,489 2,414 7,395 (894) 33 -- 16,085 27,522
------- ------ ------ ------ ------ -------- ------- --------
Non-operating asset
write-downs.................... -- -- -- -- -- 64,000 -- 64,000
Corporate administration......... -- -- -- -- -- -- 7,753 7,753
Exploration...................... 894 -- 215 255 530 -- 2,637 4,531
Interest expense................. 82 3,406 741 -- -- -- 484 4,713
Interest income.................. (289) (5,249) (27) -- -- -- (3,511) (9,076)
Other............................ 94 (1,057) (660) 29 -- -- (124) (1,718)
------- ------ ------ ------ ------ -------- ------- --------
781 (2,900) 269 284 530 64,000 7,239 70,203
------- ------ ------ ------ ------ -------- ------- --------
Earnings (loss) before the
undernoted..................... 1,708 5,314 7,126 (1,178) (497) (64,000) 8,846 (42,681)
Income taxes..................... 1,103 -- 2,474 -- -- -- 1,205 4,782
Minority interests and
participation rights........... (1,006) 2,039 1,430 (112) (250) -- (1,999) 102
------- ------ ------ ------ ------ -------- ------- --------
Net earnings (loss).............. 1,611 3,275 3,222 (1,066) (247) (64,000) 9,640 (47,565)
======= ====== ====== ====== ====== ======== ======= ========
Capital expenditures............. 4,475 4,636 2,362 2,017 1,435 40,194 144 55,263
F-101
GEOGRAPHIC SEGMENTS ARE AS FOLLOWS:
FOR THE YEARS ENDED
DECEMBER 31,
-----------------------------
2001 2000 1999
------- ------- -------
$ $ $
Revenue
Canada.................................................... 40,691 47,912 49,996
Chile..................................................... 41,404 48,902 64,830
Brazil.................................................... 52,085 57,135 48,030
Greece.................................................... 24,160 16,081 --
------- ------- -------
158,340 170,030 162,856
======= ======= =======
Identifiable assets
Canada.................................................... 108,576 132,093
Chile..................................................... 88,430 135,011
Brazil.................................................... 188,148 203,859
Greece.................................................... 37,475 254,544
Other..................................................... 35,666 37,500
------- -------
458,295 763,007
======= =======
16. COMMITMENTS AND CONTINGENCIES
a) ALPHA GROUP LITIGATION
The Ontario Court (General Division) issued its judgement 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 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. 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. 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. Given the
recent Court decision prohibiting the development, the Company will be
reviewing all of its options, including possible legal actions, in an
attempt to recover its investment in Greece. As a result of the judgment,
the Company has written off the carrying value of Olympias (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 Company was advised that the Conseil
D'Etat had released its decision on the challenge to the Stratoni mining
permits. The Company has been 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
F-102
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. The Company is
continuing to assess the impact of the decision and mining operations are
continuing pending receipt of the new mining permits. The Greek
Government has undertaken to obtain the necessary decisions and has
advised that, in the meantime, the continued, unobstructed operations of
TVX Hellas are secure. It is anticipated that the re-approval of the
permits will be issued in January 2003. The amount of a loss, if any,
cannot be determined at this time.
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 licences, which may be extended by a
further eight months under certain circumstances. The Company has 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; (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
A legal action has been commenced with RTZ Brazil regarding the
interpretation of the Shareholders Agreement governing the Brasilia mine.
RTZ Brazil alleges that rights of first refusal were triggered by the TVX
Normandy transaction in 1999 and by the resignation of TVX's former
Chairman and Chief Executive Officer, in 2001. RTZ Brazil has purported to
terminate the Shareholders Agreement. The TVX Newmont entity (formerly TVX
Normandy), does not agree with the interpretation and was successful in
bringing an injunction against RTZ Brazil, preventing the Shareholders
Agreement from being terminated and preserving the status quo until the
actual dispute is heard and ultimately decided. The amount of a loss, if
any, cannot be determined at this time.
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 (see note 2). 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 (See notes 2 and 14).
(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 9) were accounted for under a
components approach whereby the Notes were presented with both
liability and equity components as explained in note 9. 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
321,501,177 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 9.
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
on 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. 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 (see note 4).
e) Under US GAAP, the components of changes in non-cash working capital
are to be disclosed. They are as follows:
F-103
FOR THE YEAR ENDED
DECEMBER 31,
--------------------------
2001 2000 1999
------ ------ ------
$ $ $
Accounts receivable......................................... (7,065) (4,070) 8,340
Inventories................................................. 8,913 5,034 1,759
Accounts payable............................................ (2,368) (3,623) (9,587)
------ ------ ------
(520) (2,659) 512
====== ====== ======
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.
Implementation of the Standards did not affect the Company's cash flows or
liquidity. The Standards are complex and subject to a potentially wide
range of interpretations in their application. The Financial Accounting
Standards Board ("FASB") continues to consider several issues, and the
potential exists for additional issues to be brought under its review.
Therefore, if subsequent FASB interpretations of the Standards are
different than the Company's initial application, it is possible that the
impact of the Company's application of the Standards, as described above,
will be modified.
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 13 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 ▇▇▇▇▇▇ of future metals sales under
both US and Canadian GAAP. On adoption of the Standards, the
Company elected not to designate these contracts as ▇▇▇▇▇▇ 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 $8 million of gains, net of future income
taxes of $nil, will be reclassified from OCI to current period earnings
within the next twelve months.
F-104
A reconciliation of changes in OCI attributed to hedging activities is
as follows:
$
------
Hedging gains, net of future income taxes of $nil, arising
from implementation of SFAS 133........................... 17,544
Hedging gains at beginning of period reclassified to
earnings, net of future income taxes of $nil.............. 6,559
------
Total hedging gains net of future income taxes of $nil...... 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 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 U.S. GAAP reconciliation, the terms "proven and
probable reserves", "exploration", "development", and "production" have
the same meaning under both U.S. and Canadian GAAP.
Exploration costs incurred are expensed at the same point in time based
on the same criteria under both U.S. and Canadian GAAP. In addition,
mining related costs are only capitalized after proven and probable
reserves have been designated under both U.S. and Canadian GAAP.
As a result of the above, the following would be US GAAP information for the
years ended December 31:
INCOME STATEMENT
2001 2000 1999
-------- ------ -------
$ $ $
Earnings (loss) in accordance with Canadian GAAP............ (227,928) 12,428 (47,565)
Mining property write-downs(d).............................. (51,185) -- --
Depletion and depreciation(c)............................... 2,830 3,410 5,971
Interest expense(b)......................................... (1,107) (2,101) (3,129)
Income tax expense (recovery)(a)............................ 3,650 2,092 (25,401)
Gain on disposal of minority interest and participation
rights.................................................... -- -- 12,975
Other expenses(c)........................................... -- -- (4,500)
Minority interests and participation rights(g).............. 2,160 (1,705) (7,553)
Foreign exchange gain (loss)(f)(iii)........................ (1,821) 1,800 1,400
Non-operating asset write-downs(d).......................... -- -- 20,500
Other income(f)(i).......................................... 967 -- --
-------- ------ -------
Earnings (loss) in accordance with US GAAP, before
extraordinary gain and
change in accounting policy............................... (272,434) 15,924 (47,302)
Extraordinary gain (net of tax)(b).......................... 34,181 -- --
-------- ------ -------
Earnings (loss) in accordance with US GAAP before change in
accounting policy......................................... (238,253) 15,924 (47,302)
Change in accounting policy (net of tax)(c)................. -- -- (45,074)
-------- ------ -------
Earnings (loss) in accordance with US GAAP.................. (238,253) 15,924 (92,376)
======== ====== =======
Earnings (loss) per share under US GAAP, before
extraordinary gain and change in accounting policy........ (14.42) 4.45 (13.79)
Earnings (loss) per share under US GAAP, before change in
accounting policy......................................... (12.61) 4.45 (13.79)
Earnings (loss) per share under US GAAP..................... (12.61) 4.45 (26.92)
F-105
BALANCE SHEET
2001 2000
-------- --------
$ $
Current assets(f)........................................... 95,454 171,639
Deferred charges(f)......................................... 6,694 7,384
Mining property, plant and equipment(b),(c),(d)............. 219,997 519,147
Current liabilities(f)...................................... 43,688 70,497
Deferred tax liability(a)................................... 17,298 28,411
Long-term debt(b)........................................... 58,832 311,036
Minority interests and participation rights(g).............. 126,211 161,071
Contributed surplus(b)...................................... 1,526 1,526
Deficit..................................................... (428,494) (190,240)
Other comprehensive income(f)............................... 10,985 --
STATEMENT OF CASH FLOWS
2001 2000 1999
------- -------- -------
$ $ $
Cash provided from operations............................... 45,783 32,557 45,614
Cash used for investing activities(b)....................... (27,230) (106,478) 101,030
Cash provided from (used for) financing activities(b)....... (51,281) 29,777 (94,436)
Net cash, end of year....................................... 16,568 49,296 93,440
ACCOUNTING PRONOUNCEMENTS
In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS
No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires that
the purchase method of accounting be used for all business combinations
initiated after June 30, 2001, and disallows the use of the pooling of
interests method. SFAS No. 142 changes the accounting for goodwill such that
it will no longer be amortized but will be subject to an impairment test
instead. These new standards are substantially the same as new standards
issued by the CICA which the Company will be adopting in the first quarter of
2002. The adoption of these standards will not have a significant impact on
the results of operations and financial condition of the Company.
The Company will be adopting SFAS No. 143, "Accounting for Asset Retirement
Obligations" in 2003. This standard requires that the fair value of
liabilities for asset retirement obligations be recognized in the period in
which they are incurred and capitalized as part of the asset carrying value
and depreciated over the asset's useful life. The Company has not determined
the effect of adoption of this new standard.
Effective in 2002, the Company will adopt SFAS No. 144, "Accounting for the
Impairment of Long-Lived Assets". This standard supercedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to
be Disposed of", and retains the basic principals of SFAS No. 121 but
broadens the presentation of discontinued operations. The adoption of SFAS
No. 144 is not expected to significantly impact the Company.
CANADIAN GAAP ACCOUNTING CHANGES
Effective January 1, 2002, the Company will adopt a new CICA accounting
standard 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, therefore, there is no effect of adopting this new standard on
the Company's results of operations and financial position.
Also, effective January 1, 2002, the Company will adopt a new CICA accounting
standard in respect of foreign currency translation that will eliminate the
deferral and amortization of currency translation adjustments related to
long-term monetary items with a fixed and ascertainable life. There will be
no impact on the Company's results of operations and financial position as a
result of adoption of this new standard.
During 2001, the CICA issued new Accounting Guideline 13 ("AG 13"), which
will be effective beginning in 2003. AG 13 addresses the identification,
designation, documentation and effectiveness of hedging relationships for the
purposes of applying hedge accounting. In addition, it deals with the
discontinuance of hedge accounting and establishes conditions for applying
hedge accounting. Under the guideline, the Company is required to document
its hedging relationships and explicitly demonstrate that the ▇▇▇▇▇▇ are
sufficiently effective in order to continue accrual accounting for positions
hedged with derivatives. Otherwise, the derivative financial instruments will
be required to be marked to market with the resultant gain or loss being
recognized in income. The impact of adopting this guideline has not yet been
determined.
18. DISPOSAL OF MINORITY INTERESTS AND PARTICIPATION RIGHTS
Effective July 1, 1999, the Company conveyed 50% of its interests in five
operating mines to Normandy for net proceeds of $180,953, resulting in a gain
of $4,197. This gain includes gains and losses based on the individual mines'
respective book values, a portion of deferred revenue and restructuring
charges.
F-106
Two new entities, each owned 50% plus one share by the Company and 50% less
one share by Normandy, were created to hold directly or indirectly, interests
in five existing producing gold mines along with the Company's and Normandy's
exploration projects in the Americas. One entity holds the mines in Canada:
New Britannia (50%; 25% to TVX); and ▇▇▇▇▇▇▇▇▇▇▇ (32%; 16% to TVX) and the
other holds the South American mines: La Coipa in Chile (50%; 25% to TVX);
and Crixas (50%; TVX holds a 50% legal interest but only a 25% economic
interest) and Brasilia (49%; 24.5% to TVX) in Brazil and related corporate
entities.
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.
Normandy also purchased 356,665 common shares of the Company at CAN$100.00
per share for proceeds of $24,000 (after giving retroactive effect to the 5
for 1 common share consolidation referred to in note 11 and the 10 for 1
common share consolidation referred to in note 19).
19. SUBSEQUENT EVENTS
(a) EQUITY OFFERING
On April 12, 2002, the Company completed an equity offering of 7,150,000
common shares at CAN$10.50 per share for gross proceeds of CAN$75,075,000.
The proceeds after underwriting fees were CAN$72,072,000.
(b) BUSINESS COMBINATION
The Company, Kinross Gold Corporation and Echo Bay Mines Ltd. ("Echo Bay")
have entered into a combination agreement dated June 10, 2002, as amended
July 12, 2002 and November 19, 2002 for the purpose of combining the
ownership of their respective businesses and acquiring the minority
interests held by Newmont Mining Corporation. Echo Bay, a US registrant,
is required to clear the information circular with the Securities and
Exchange Commission of the US ("SEC") before mailing to its shareholders.
The draft information circular was filed with the SEC for review on July
16, 2002. The Company will provide shareholders with details of the
transaction in an information circular to be mailed in connection with a
special shareholders meeting once this process is finalized.
(c) SHARE CONSOLIDATION
Effective June 30, 2002, the Company 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 consolidation.
20. COMPARATIVE FIGURES
Certain comparative figures have been reclassified to conform to the
presentation used in the current year.
F-107
ECHO BAY MINES LTD.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
thousands of U.S. dollars
SEPTEMBER 30 DECEMBER 31
2002 2001
------------ -----------
ASSETS
Current assets:
Cash and cash equivalents................................. $ 20,867 $ 12,351
Short-term investments.................................... 2,170 1,910
Interest and accounts receivable.......................... 5,095 3,645
Inventories (note 2)...................................... 25,866 29,506
Prepaid expenses and other assets......................... 2,915 3,725
---------- --------
56,913 51,137
Plant and equipment (note 3)................................ 108,780 120,969
Mining properties (note 3).................................. 29,460 32,903
Other long-term assets (note 4)............................. 53,846 55,795
---------- --------
$ 248,999 $260,804
========== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities.................. $ 22,271 $ 24,284
Income and mining taxes payable........................... 2,952 3,570
Debt and other financings (note 5)........................ -- 17,000
Deferred income (note 6).................................. 697 876
Reclamation and mine closure liabilities.................. 4,559 3,841
---------- --------
30,479 49,571
Debt and other financings (note 5).......................... -- 6,714
Deferred income (note 6).................................... 19,102 47,042
Reclamation and mine closure liabilities.................... 47,379 49,726
Deferred income taxes....................................... 941 925
Commitments and contingencies (notes 12 and 13)
Shareholders' equity:
Capital stock (note 7).................................... 1,042,571 713,343
Capital securities (note 8)............................... -- 157,453
Deficit................................................... (863,819) (734,665)
Foreign currency translation.............................. (27,654) (29,305)
---------- --------
151,098 106,826
---------- --------
$ 248,999 $260,804
========== ========
See accompanying notes to interim consolidated financial statements.
F-108
ECHO BAY MINES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
thousands of U.S. dollars, except for per share data
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------ --------------------
2002 2001 2002 2001
------- -------- --------- --------
Revenue................................................. $51,996 $ 58,545 $ 161,750 $186,658
------- -------- --------- --------
Expenses:
Operating costs....................................... 30,104 42,173 99,520 133,317
Royalties............................................. 2,016 2,284 5,722 5,970
Production taxes...................................... 460 178 544 449
Depreciation and amortization......................... 8,577 10,182 28,300 32,451
Reclamation and mine closure.......................... 1,359 1,578 3,839 4,843
General and administrative............................ 2,840 1,476 5,731 4,316
Exploration and development........................... 2,609 1,199 4,778 3,211
Loss on retirement of capital securities (note 7)..... -- -- 5,461 --
Interest and other (note 9)........................... 289 454 126 1,286
------- -------- --------- --------
48,254 59,524 154,021 185,843
------- -------- --------- --------
Earnings (loss) before income taxes..................... 3,742 (979) 7,729 815
------- -------- --------- --------
Income tax expense (recovery):
Current............................................... -- 48 -- 131
Deferred.............................................. -- (840) -- (2,519)
------- -------- --------- --------
-- (792) -- (2,388)
------- -------- --------- --------
Net earnings (loss)..................................... $ 3,742 $ (187) $ 7,729 $ 3,203
======= ======== ========= ========
Net earnings (loss) attributable to common shareholders
(note 8).............................................. $ 3,742 $ (4,252) $(129,154) $ (9,518)
======= ======== ========= ========
Earnings (loss) per share -- basic and diluted.......... $ 0.01 $ (0.03) $ (0.33) $ (0.07)
======= ======== ========= ========
Weighted average number of shares outstanding
(thousands)
-- basic.............................................. 541,269 140,607 392,620 140,607
-- diluted............................................ 547,105 140,607 392,620 140,607
======= ======== ========= ========
CONSOLIDATED STATEMENTS OF DEFICIT
(UNAUDITED)
thousands of U.S. dollars
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
--------------------- ---------------------
2002 2001 2002 2001
--------- --------- --------- ---------
Balance, beginning of period......................... $(867,561) $(716,946) $(734,665) $(711,680)
Net earnings (loss).................................. 3,742 (187) 7,729 3,203
Loss on retirement of capital securities, net of nil
tax effect (note 7)................................ -- -- (132,302) --
Interest on capital securities, net of nil tax effect
(note 8)........................................... -- (4,065) (4,581) (12,721)
--------- --------- --------- ---------
Balance, end of period............................... $(863,819) $(721,198) $(863,819) $(721,198)
========= ========= ========= =========
See accompanying notes to interim consolidated financial statements.
F-109
ECHO BAY MINES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
thousands of U.S. dollars
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------- -------------------
2002 2001 2002 2001
-------- -------- -------- --------
CASH PROVIDED FROM (USED IN):
OPERATING ACTIVITIES
Net cash flows provided from operating activities....... $ 9,629 $10,936 $ 14,878 $ 27,233
------- ------- -------- --------
INVESTING ACTIVITIES
Mining properties, plant and equipment.................. (1,926) (5,326) (10,790) (18,683)
Other long-term assets.................................. (3,798) (2,177) (3,719) (2,164)
Proceeds on the sale of plant and equipment............. 168 5 1,860 373
Other................................................... 227 (506) 771 (639)
------- ------- -------- --------
(5,329) (8,004) (11,878) (21,113)
------- ------- -------- --------
FINANCING ACTIVITIES
Debt repayments......................................... -- (2,000) (17,000) (9,500)
Units offering, net of issuance costs (note 7).......... -- -- 25,513 --
Warrants exercised...................................... 3 -- 3 --
Costs of capital securities retirement (note 7)......... (48) -- (3,000) --
------- ------- -------- --------
(45) (2,000) 5,516 (9,500)
------- ------- -------- --------
Net increase (decrease) in cash and cash equivalents...... 4,255 932 8,516 (3,380)
Cash and cash equivalents, beginning of period............ 16,612 9,957 12,351 14,269
------- ------- -------- --------
Cash and cash equivalents, end of period.................. $20,867 $10,889 $ 20,867 $ 10,889
======= ======= ======== ========
See accompanying notes to interim consolidated financial statements.
F-110
ECHO BAY MINES LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
Tabular dollar amounts in thousands of U.S. dollars, except amounts
per share and per ounce or unless otherwise noted
1. GENERAL
In the opinion of management, the accompanying unaudited consolidated balance
sheets, consolidated statements of operations, consolidated statements of
deficit and consolidated statements of cash flow contain all adjustments,
consisting only of normal recurring accruals, necessary to present fairly in
all material respects the consolidated financial position of Echo Bay Mines
Ltd. (the "Company") as of September 30, 2002 and December 31, 2001 and the
consolidated results of operations and cash flow for the three and nine
months ended September 30, 2002 and 2001. These financial statements do not
include all disclosures required by generally accepted accounting principles
for annual financial statements. For further information, refer to the
financial statements and related footnotes included in the Company's annual
report on Form 10-K for the year ended December 31, 2001. Except as otherwise
noted in this report, the accounting policies described in the annual report
have been applied in the preparation of these financial statements.
On June 10, 2002, the Company, Kinross Gold Corporation ("Kinross") and TVX
Gold Inc. ("TVX") announced that they had entered into an agreement providing
for the proposed combination of the companies. In a concurrent transaction,
TVX agreed to acquire from Newmont Mining Corporation ("Newmont") the
interest in the TVX Newmont Americas joint venture that it does not already
own. The combination of the companies is conditional upon the completion of
this purchase.
Shareholders of Echo Bay (other than Kinross) would receive 0.52 of a Kinross
common share for each Echo Bay common share. At a Kinross special meeting,
the shareholders of Kinross are expected to consider a one-for-three share
consolidation which, if approved, would result in an exchange ratio change
from 0.52 to 0.1733 of a Kinross common share for each Echo Bay common share.
The Kinross share consolidation would not affect the percentage ownership
interest of the Echo Bay shareholders in Kinross.
On June 9, 2002, Echo Bay Exploration Inc. and Echo Bay Minerals Company, two
subsidiaries of the Company, entered into an asset purchase agreement,
amended as of November 19, 2002, with Newmont USA Limited ("Newmont USA"), a
subsidiary of Newmont, providing for the conveyance of the ▇▇▇▇▇/Cove
complex. The agreement replaces a letter agreement dated February 13, 2002
related to the conveyance of the ▇▇▇▇▇/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 ▇▇▇▇▇/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 is subject to, among
other conditions, the completion of the Kinross Combination. In consideration
of the conveyance of such assets, Newmont USA has agreed to assume all
liabilities and obligations relating to the reclamation or remediation
required for the ▇▇▇▇▇/Cove complex. A gain is expected on the conveyance of
the ▇▇▇▇▇/Cove complex. Pending completion of the transaction, the Company
will continue to operate ▇▇▇▇▇/ Cove for its own account.
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 on the American Stock Exchange.
Each warrant entitles the holder to purchase one common share of the Company
at a price of $0.90 at any time prior to November 14, 2003.
On April 3, 2002 the Company issued 361,561,230 common shares in exchange for
the entire capital securities debt obligation of $100 million in principal
amount plus accrued and unpaid interest (notes 7 and 8).
Certain of the comparative figures have been reclassified to conform to the
current year's presentation.
2. INVENTORIES
SEPTEMBER 30 DECEMBER 31
2002 2001
------------ -----------
Precious metals bullion..................................... $ 7,299 $12,215
In-process.................................................. 4,907 5,720
Materials and supplies...................................... 13,660 11,571
------- -------
$25,866 $29,506
======= =======
F-111
3. PROPERTY, PLANT AND EQUIPMENT
PLANT AND EQUIPMENT
SEPTEMBER 30 DECEMBER 31
2002 2001
------------ -----------
Cost........................................................ $652,534 $655,179
Less accumulated depreciation............................... 543,754 534,210
-------- --------
$108,780 $120,969
======== ========
MINING PROPERTIES
SEPTEMBER 30 DECEMBER 31
2002 2001
------------ -----------
Producing mines' acquisition and development costs.......... $283,211 $280,545
Less accumulated amortization............................... 266,618 260,365
-------- --------
16,593 20,180
Development properties' acquisition and development costs... 12,867 12,723
-------- --------
$ 29,460 $ 32,903
======== ========
4. OTHER LONG-TERM ASSETS
SEPTEMBER 30 DECEMBER 31
2002 2001
------------ -----------
Deferred losses on modification of hedging contracts........ $25,600 $29,305
Deferred mining costs....................................... 13,683 15,648
Reclamation and other deposits.............................. 14,334 10,485
Premiums paid on gold and silver option contracts........... 454 1,871
Other....................................................... 229 357
------- -------
54,300 57,666
Less current portion included in prepaid expenses and other
assets.................................................... 454 1,871
------- -------
$53,846 $55,795
======= =======
5. DEBT AND OTHER FINANCINGS
SEPTEMBER 30 DECEMBER 31
2002 2001
------------ -----------
Currency loans.............................................. $ -- $17,000
Capital securities (note 8)................................. -- 6,714
------- -------
-- 23,714
Less current portion........................................ -- 17,000
------- -------
$ -- $ 6,714
======= =======
6. DEFERRED INCOME
SEPTEMBER 30 DECEMBER 31
2002 2001
------------ -----------
Deferred gains on modification of hedging contracts......... $19,102 $47,042
Premiums received on gold and silver option contracts....... 697 876
------- -------
19,799 47,918
Less current portion........................................ 697 876
------- -------
$19,102 $47,042
======= =======
F-112
7. CAPITAL STOCK
UNITS AMOUNT
----------- ----------
COMMON SHARES
Balance, December 31, 2001.................................. 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............................ 3,300 3
----------- ----------
Balance, September 30, 2002................................. 541,271,675 $1,040,293
=========== ==========
WARRANTS
Balance, December 31, 2001.................................. -- $ --
Units offering, net of issuance costs....................... 39,100,000 2,278
Warrants exercised.......................................... (3,300) --
----------- ----------
Balance, September 30, 2002................................. 39,096,700 $ 2,278
=========== ==========
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.
Each warrant entitles the holder to purchase one common share of the Company
at a price of $0.90 at any time prior to November 14, 2003.
8. CAPITAL SECURITIES
On April 3, 2002 the Company issued 361,561,230 common shares in exchange for
all of its capital securities (note 7). 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 7).
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 10 for a discussion of differences in treatment of the
capital securities under generally accepted accounting principles in the
United States.
9. INTEREST AND OTHER
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------- --------------------
2002 2001 2002 2001
------ ------ -------- -------
Interest income............................................. $ (104) $ (163) $ (322) $ (662)
Interest expense............................................ 119 551 661 1,962
Gain on sale of assets...................................... (130) -- (1,229) (285)
Unrealized loss on share investments........................ -- 2 -- 104
Other....................................................... 404 64 1,016 167
------ ------ -------- -------
$ 289 $ 454 $ 126 $ 1,286
====== ====== ======== ▇▇▇▇▇▇▇
▇-▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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. These differ in some
respects from those in the United States, as described below and in the
footnotes to the financial statements included in the Company's annual report
on Form 10-K for the year ended December 31, 2001.
CAPITAL SECURITIES RETIREMENT
In accordance with Canadian GAAP, the loss on the retirement of the capital
securities (note 7) was 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. Under
U.S. GAAP, the entire loss of $137.8 million would be recorded as an
extraordinary item.
The effects of the GAAP differences on the consolidated statement of
operations would have been as follows.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
--------------------- ----------------------
2002 2001 2002 2001
-------- -------- --------- --------
Net earnings (loss) under Canadian GAAP..................... $ 3,742 $ (187) $ 7,729 $ 3,203
Additional interest expense on capital securities........... -- (4,065) (4,581) (12,721)
Amortization of deferred financing on capital securities.... -- (158) (158) (475)
Loss on retirement of capital securities.................... -- -- 5,461 --
Change in market value of foreign exchange contracts........ (719) (780) (48) (2,720)
Change in market value of option contracts.................. (172) 345 (1,875) (446)
Modification of derivative contracts realized in net
earnings.................................................. 344 -- 1,031 --
Transition adjustment on adoption of FAS 133................ -- -- -- (3,090)
Kettle River exploration expense............................ -- (122) -- (1,425)
Kettle River amortization expense........................... -- 488 -- 1,657
Unrealized loss on share investments........................ -- 2 -- 104
-------- -------- --------- --------
Net earnings (loss) under U.S. GAAP before extraordinary
loss...................................................... $ 3,195 $ (4,477) $ 7,559 $(15,913)
Loss on retirement of capital securities, net of nil tax
effect.................................................... -- -- (137,763) --
-------- -------- --------- --------
Net earnings (loss) under U.S. GAAP......................... $ 3,195 $ (4,477) $(130,204) $(15,913)
======== ======== ========= ========
Earnings (loss) per share under U.S. GAAP -- basic and
diluted
-- before extraordinary loss................................ $ 0.01 $ (0.03) $ 0.02 $ (0.11)
-- extraordinary loss....................................... $ -- $ -- $ (0.35) $ --
-------- -------- --------- --------
-- after extraordinary loss................................. $ 0.01 $ (0.03) $ (0.33) $ (0.11)
======== ======== ========= ========
Weighted average number of shares outstanding (thousands)
-- basic.................................................... 541,269 140,607 392,620 140,607
-- diluted.................................................. 547,105 140,607 397,488 140,607
======== ======== ========= ========
The effects of the GAAP differences on the consolidated balance sheet would
have been as follows.
CANADIAN SHORT-TERM DERIVATIVE U.S.
SEPTEMBER 30, 2002 GAAP INVESTMENTS CONTRACTS OTHER(1) GAAP
------------------ ---------- ----------- ---------- -------- ----------
Short-term investments.................................... $ 2,170 $14,094 $ -- $ -- $ 16,264
Other long-term assets.................................... 53,846 -- (25,507) -- 28,339
Accounts payable and accrued liabilities.................. 22,271 -- 2,387 -- 24,658
Deferred income........................................... 19,799 -- (19,799) -- --
Common shares............................................. 1,042,571 -- -- 36,428 1,078,999
Deficit................................................... (863,819) 178 (4,314) (36,428) (904,383)
Foreign currency translation.............................. (27,654) -- -- 27,654 --
Accumulated other comprehensive loss...................... -- 13,916 (3,781) (27,654) (17,519)
Shareholders' equity...................................... 151,098 14,094 (8,095) -- 157,097
-------------------
(1) The adjustment to common shares and deficit relates to the 1996
acquisition and 1997 write-off of the Company's investment in Santa
Elina.
F-114
The following statement of comprehensive income (loss) would be disclosed in
accordance with U.S. GAAP.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------- ---------------------
2002 2001 2002 2001
------- -------- --------- --------
Net earnings (loss) under U.S. GAAP......................... $ 3,195 $ (4,477) $(130,204) $(15,913)
Other comprehensive income (loss), after a nil income tax
effect:
Unrealized gain on share investments arising during
period.................................................. 1,702 742 11,458 1,098
Foreign currency translation adjustments.................. (2,356) (2,756) 1,651 (3,671)
Transition adjustment on implementation of FAS 133........ -- -- -- 39,234
Modification of derivative contracts realized in net
earnings (loss)......................................... (7,406) (4,166) (25,266) (11,960)
------- -------- --------- --------
Other comprehensive income (loss)........................... (8,060) (6,180) (12,157) 24,701
------- -------- --------- --------
Comprehensive income (loss)................................. $(4,865) $(10,657) $(142,361) $ 8,788
======= ======== ========= ========
Additionally, under U.S. GAAP, the equity section of the balance sheet would
present a subtotal for accumulated other comprehensive loss, as follows.
SEPTEMBER 30 DECEMBER 31
2002 2001
------------ -----------
Unrealized gain on share investments........................ $ 13,916 $ 2,458
Modification of derivative contracts........................ (3,781) 21,485
Foreign currency translation................................ (27,654) (29,305)
-------- --------
Accumulated other comprehensive loss........................ $(17,519) $ (5,362)
======== ========
RECENT ACCOUNTING PRONOUNCEMENTS
In 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143, Accounting for Asset Retirement
Obligations, which is effective for fiscal years beginning after June 15,
2002. The Statement requires obligations associated with the retirement of
long-lived assets be recognized at their fair value at the time that the
obligations are incurred. Upon initial recognition of a liability, that cost
should be capitalized as part of the related long-lived assets and allocated
to expense over the useful life of the asset. The Company will adopt
Statement 143 on January 1, 2003. The impact of adoption of Statement 143 on
the Company's financial position or results of operations has not yet been
determined.
11. 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. In the
third quarter of 2002, the Company had three operating mines: Round Mountain
in Nevada, USA; Kettle River in Washington, USA; and Lupin in the Nunavut
Territory of Canada. All of the Company's mines are 100% owned except for
Round Mountain, which is 50% owned. The Company operated a fourth mine,
▇▇▇▇▇/Cove in Nevada, USA, until March 31, 2002 at which date mining and
processing activities were completed.
The Company's management generally monitors revenue on a consolidated basis.
Information regarding the Company's consolidated revenue is provided below.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------- -------------------
2002 2001 2002 2001
------- ------- -------- --------
Total gold and silver revenues.............................. $51,996 $58,545 $161,750 $186,658
Average gold price realized per ounce....................... $ 361 $ 298 $ 360 $ 302
Average silver price realized per ounce..................... $ -- $ 4.43 $ 4.36 $ 4.77
------- ------- -------- --------
F-115
In making operating decisions and allocating resources, the Company's
management specifically focuses on the production levels and cash operating
costs generated by each operating segment, as summarized in the following
tables.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------- ---------------------
PRODUCTION (OUNCES) 2002 2001 2002 2001
------------------- ------- --------- --------- ---------
Gold
Round Mountain (50%)...................................... 100,063 102,883 289,133 301,021
Lupin..................................................... 31,118 33,000 84,478 105,710
Kettle River.............................................. 7,907 12,200 27,894 41,418
▇▇▇▇▇/Cove................................................ -- 23,450 16,501 73,138
------- --------- --------- ---------
Total gold.................................................. 139,088 171,533 418,006 521,287
======= ========= ========= =========
Silver -- all from ▇▇▇▇▇/Cove............................... -- 1,731,444 1,470,094 5,028,029
======= ========= ========= =========
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------- -------------------
OPERATING COSTS 2002 2001 2002 2001
--------------- ------- ------- ------- --------
Round Mountain (50%)........................................ $19,751 $20,052 $52,873 $ 58,312
Lupin....................................................... 8,016 6,943 26,287 22,797
Kettle River................................................ 2,337 3,515 6,907 11,571
▇▇▇▇▇/Cove.................................................. -- 11,663 13,453 40,637
------- ------- ------- --------
Total operating costs per financial statements.............. $30,104 $42,173 $99,520 $133,317
======= ======= ======= ========
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------- ------------------
ROYALTIES 2002 2001 2002 2001
--------- ------ ------ ------ ------
Round Mountain (50%)........................................ $1,949 $2,147 $5,543 $5,354
Kettle River................................................ 67 90 138 448
▇▇▇▇▇/Cove.................................................. -- 47 41 168
------ ------ ------ ------
Total royalties per financial statements.................... $2,016 $2,284 $5,722 $5,970
====== ====== ====== ======
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------- -------------------
DEPRECIATION AND AMORTIZATION 2002 2001 2002 2001
----------------------------- ------ ------- ------- -------
Round Mountain (50%)........................................ $6,267 $ 5,261 $16,996 $15,919
Lupin....................................................... 1,436 1,103 3,636 3,708
Kettle River................................................ 418 653 2,052 1,711
▇▇▇▇▇/Cove.................................................. -- 2,778 4,385 9,842
Depreciation of non-minesite assets......................... 456 387 1,231 1,271
------ ------- ------- -------
Total depreciation and amortization per financial
statements................................................ $8,577 $10,182 $28,300 $32,451
====== ======= ======= =======
12. HEDGING ACTIVITIES AND COMMITMENTS
GOLD COMMITMENTS
At September 30, 2002, the Company had commitments to deliver 15,000 ounces
of gold in October 2002 at a price of $293 per ounce. The gold ounces were
delivered as scheduled. The Company's option position at September 30, 2002
included 75,000 ounces of gold call options in October 2002 at an average
strike price of $294 per ounce. The Company delivered 15,000 ounces into gold
call options at $302 per ounce and settled the remaining 60,000 gold call
options at a cost of $1.1 million in October 2002.
CURRENCY POSITION
At September 30, 2002, the Company had an obligation under foreign currency
exchange contracts to purchase C$12.3 million during the remainder of 2002 at
an exchange rate of C$1.60 to U.S.$1.00. On October 7, 2002, the Company
entered into foreign currency contracts to purchase C$45.1 million through
June 2003 at an exchange rate of C$1.61 to U.S.$1.00.
F-116
Shown below are the carrying amounts and estimated fair values of the
Company's hedging instruments at September 30, 2002 and December 31, 2001.
SEPTEMBER 30, 2002 DECEMBER 31, 2001
--------------------- ---------------------
CARRYING ESTIMATED CARRYING ESTIMATED
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
-------- ---------- -------- ----------
Gold forward sales.......................................... $ -- $ (400) $ -- $2,000
Gold options -- calls sold.................................. (697) (2,000) (876) (700)
Foreign currency contracts.................................. -- 100 -- 100
------- ------
$(2,300) $1,400
======= ======
Fair values are estimated based upon market quotations of various input
variables. These variables were used in valuation models that estimate the
fair market value.
13. OTHER COMMITMENTS AND CONTINGENCIES
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 ▇▇▇▇▇/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 defences 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' defences, the royalty calculation at
▇▇▇▇▇/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 & ▇▇▇▇▇▇
On March 29, 2000 Handy & ▇▇▇▇▇▇ 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 a
claim for gold and silver accounts at this refining facility with an
estimated market value of approximately $2.4 million. Further, in March 2002,
the liquidating trustee for Handy & ▇▇▇▇▇▇ 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 Company intends to oppose these proceedings vigorously. The
success or failure of the liquidating trustee in prosecuting the claims may
have an impact on the ultimate distribution of funds to creditors. The
outcome of these proceedings is uncertain at this time.
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
▇▇▇▇▇/Cove operations totaling approximately $33 million. The Company
disagrees with the regulators' position and believes that the subsidiaries
qualify under the criteria set out for corporate guarantees and will oppose
the regulatory decision. Although the outcome cannot be predicted, the
Company and its counsel believe that the Company will prevail.
F-117
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, 2001 and 2000 and the consolidated statements of operations,
deficit and cash flow for each of the years in the three-year period ended
December 31, 2001. 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 auditing standards generally
accepted in Canada and the United States. 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, 2001 and 2000 and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 2001 in
accordance with accounting principles generally accepted in Canada.
Edmonton, Canada (SIGNED) ERNST & YOUNG LLP
January 31, 2002, except for notes 7 and 20 Chartered Accountants
as to which the dates are March 28, 2002
and June 9, 2002, respectively
F-118
ECHO BAY MINES LTD.
CONSOLIDATED BALANCE SHEETS
December 31
2001 2000
------------ ------------
(thousands of U.S. dollars)
ASSETS
Current assets:
Cash and cash equivalents................................. $ 12,351 $ 14,269
Short-term investments.................................... 1,910 2,186
Interest and accounts receivable.......................... 3,645 3,022
Inventories (note 2)...................................... 29,506 39,443
Prepaid expenses and other assets......................... 3,725 6,058
-------- --------
51,137 64,978
Plant and equipment (note 3)................................ 120,969 138,527
Mining properties (note 3).................................. 32,903 41,691
Long-term investments and other assets (note 4)............. 55,795 68,412
-------- --------
$260,804 $313,608
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities.................. $ 24,284 $ 24,159
Income and mining taxes payable........................... 3,570 5,780
Debt and other financings (note 5)........................ 17,000 26,500
Reclamation and mine closure liabilities (note 8)......... 3,841 1,914
Deferred income (note 6).................................. 876 3,964
-------- --------
49,571 62,317
Debt and other financings (note 5).......................... 6,714 6,032
Deferred income (note 6).................................... 47,042 74,148
Reclamation and mine closure liabilities (note 8)........... 49,726 49,632
Deferred income taxes....................................... 925 4,694
Commitments and contingencies (notes 8, 18 and 19)
Shareholders' equity:
Common shares (note 14), no par value, unlimited number
authorized; issued and outstanding -- 140,607,145
shares................................................. 713,343 713,343
Capital securities (note 7)............................... 157,453 140,076
Deficit................................................... (734,665) (711,680)
Foreign currency translation.............................. (29,305) (24,954)
-------- --------
106,826 116,785
-------- --------
$260,804 $313,608
======== ========
On behalf of the Board
(signed) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (signed) ▇▇▇▇ ▇. ▇▇▇▇▇
Director Director
See accompanying notes.
F-119
ECHO BAY MINES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31
2001 2000 1999
-------- -------- --------
(thousands of U.S. dollars,
except for per share data)
Revenue..................................................... $237,684 $280,976 $210,351
-------- -------- --------
Expenses:
Operating costs........................................... 175,341 173,435 139,816
Royalties (note 19)....................................... 7,597 8,034 7,197
Production taxes.......................................... 177 2,460 256
Depreciation and amortization............................. 42,101 50,664 54,941
Reclamation and mine closure.............................. 6,098 10,572 7,025
General and administrative................................ 5,623 5,650 7,429
Exploration and development............................... 3,466 10,336 8,754
Interest and other (note 9)............................... 1,722 3,012 8,194
Provision for impaired assets (note 10)................... 4,384 -- --
Loss on sale of interest in Paredones Amarillos (note
11).................................................... -- -- 13,795
-------- -------- --------
246,509 264,163 247,407
-------- -------- --------
Earnings (loss) before income taxes......................... (8,825) 16,813 (37,056)
Income tax expense (recovery) (note 12)..................... (3,147) (1,748) 216
-------- -------- --------
Net earnings (loss)......................................... $ (5,678) $ 18,561 $(37,272)
======== ======== ========
Net earnings (loss) attributable to common shareholders
(note 7).................................................. $(22,985) $ 3,164 $(50,969)
======== ======== ========
Earnings (loss) per share -- basic and fully diluted........ $ (0.16) $ 0.02 $ (0.36)
======== ======== ========
Weighted average number of shares outstanding (thousands)
-- basic and fully diluted................................ 140,607 140,607 140,607
======== ======== ========
CONSOLIDATED STATEMENTS OF DEFICIT
Year ended December 31
2001 2000 1999
--------- --------- ---------
(thousands of U.S. dollars)
Balance, beginning of year.................................. $(711,680) $(714,844) $(663,875)
Net earnings (loss)......................................... (5,678) 18,561 (37,272)
Interest on capital securities, net of nil tax effect (note
7)........................................................ (17,307) (15,397) (13,697)
--------- --------- ---------
Balance, end of year........................................ $(734,665) $(711,680) $(714,844)
========= ========= =========
See accompanying notes.
F-120
ECHO BAY MINES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOW
Year ended December 31
2001 2000 1999
--------- --------- ---------
(thousands of U.S. dollars)
CASH PROVIDED FROM (USED IN):
OPERATING ACTIVITIES
Net earnings (loss)......................................... $ (5,678) $ 18,561 $ (37,272)
Add (deduct):
Depreciation.............................................. 31,093 32,457 40,957
Amortization.............................................. 11,008 18,207 13,984
Amortization (deferral) of mining costs................... 6,118 4,202 (8,107)
Deferred income included in revenue (note 6).............. (18,609) (24,473) (11,129)
Deferred income included in operating costs (note 6)...... (2,846) (3,149) --
Deferral of gains on restructuring of hedge commitments... -- 4,287 14,324
Deferred income taxes..................................... (3,358) (2,400) --
Net gain on sale of other assets (note 9)................. (700) (432) (736)
Unrealized losses on share investments.................... 150 28 1,508
Provision for impaired assets (note 10)................... 4,384 -- --
Loss on sale of interest in Paredones Amarillos (note
11).................................................... -- -- 13,795
Other..................................................... 588 (1,084) 651
Change in cash invested in operating assets and liabilities:
Interest and accounts receivable.......................... (648) (85) 864
Inventories............................................... 8,780 (2,869) 882
Prepaid expenses and other assets......................... 166 (31) 290
Accounts payable and accrued liabilities.................. 3,304 496 (459)
Income and mining taxes payable........................... (2,174) 2,790 13
--------- --------- ---------
31,578 46,505 29,565
--------- --------- ---------
INVESTING ACTIVITIES
Mining properties, plant and equipment...................... (22,817) (11,589) (25,158)
Long-term investments and other assets...................... (1,879) (524) (5,135)
Proceeds on sale of plant and equipment..................... 943 332 972
Cost of repurchase of gold and silver hedging contracts..... -- -- (3,334)
Other....................................................... (243) 894 (926)
--------- --------- ---------
(23,996) (10,887) (33,581)
--------- --------- ---------
FINANCING ACTIVITIES
Debt borrowings............................................. -- 12,000 17,000
Debt repayments............................................. (9,500) (36,750) (16,181)
Other....................................................... -- -- (1,389)
--------- --------- ---------
(9,500) (24,750) (570)
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents........ (1,918) 10,868 (4,586)
Cash and cash equivalents, beginning of year................ 14,269 3,401 7,987
--------- --------- ---------
Cash and cash equivalents, end of year...................... $ 12,351 $ 14,269 $ 3,401
========= ========= =========
See accompanying notes.
F-121
ECHO BAY MINES LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
Tabular 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
▇▇▇▇▇▇▇
▇▇▇▇ Bay Mines Ltd. mines, processes and explores for gold and silver. Gold
accounted for 86% of 2001 revenue and silver 14%. The Company has four
operating mines: Round Mountain and ▇▇▇▇▇/Cove in Nevada, U.S.A.; Kettle
River in Washington, U.S.A.; and Lupin in Nunavut Territory, Canada. All of
the Company's mines are 100% owned except for Round Mountain, which is 50%
owned.
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 15. 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.
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 a 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 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-122
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. Depreciation is provided using the
straight-line method over each asset's estimated economic life to a maximum
of 20 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 determine
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.
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.
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
In 2000, the Company adopted the provisions of CICA Handbook Section 3465
"Income Taxes" on a prospective basis. The provisions require the use of the
liability method of tax allocation and the recognition of deferred income
taxes based on the differences between the carrying
F-123
amounts of assets and liabilities for accounting and tax purposes. The
adoption of the standard had no effect on the Company's financial
statements.
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.
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, 2001, 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 14. 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.
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.
F-124
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."
2. INVENTORIES
2001 2000
------- -------
Precious metals bullion..................................... $12,215 $18,357
In-process.................................................. 5,720 8,293
Materials and supplies...................................... 11,571 12,793
------- -------
$29,506 $39,443
======= =======
3. PROPERTY, PLANT AND EQUIPMENT
NET BOOK VALUE
2001 2000
-------- --------
PLANT AND MINING NET BOOK NET BOOK
PROPERTY AND PERCENTAGE OWNED EQUIPMENT PROPERTIES VALUE VALUE
----------------------------- --------- ---------- -------- --------
Round Mountain (50%)........................................ $ 57,387 $18,614 $76,001 $ 81,333
▇▇▇▇▇/Cove (100%)........................................... 10,093 11 10,104 20,786
Lupin (100%)................................................ 20,638 1,555 22,193 26,066
Kettle River (100%)......................................... -- -- -- 1,948
Aquarius (100%)............................................. 30,957 12,723 43,680 48,025
Other....................................................... 1,894 -- 1,894 2,060
-------- ------- -------- --------
$120,969 $32,903 $153,872 $180,218
======== ======= ======== ========
PLANT AND EQUIPMENT
2001 2000
-------------------- --------------------
NET BOOK NET BOOK
COST VALUE COST VALUE
-------- -------- -------- --------
Land improvements and utility systems....................... $ 72,977 $ 3,220 $ 72,853 $ 5,165
Buildings................................................... 153,779 25,466 155,893 33,518
Equipment................................................... 385,086 53,371 384,236 62,311
Construction in progress.................................... 43,337 38,912 40,671 37,533
-------- -------- -------- --------
$655,179 $120,969 $653,653 $138,527
======== ======== ======== ========
MINING PROPERTIES
2001 2000
-------- --------
Producing mines' acquisition and development costs.......... $280,545 $276,951
Less accumulated amortization............................... 260,365 248,792
-------- --------
20,180 28,159
Development properties' acquisition and development costs... 12,723 13,532
-------- --------
$ 32,903 $ 41,691
======== ========
During 2001, the Company wrote down the carrying values of the Kettle River
mine (note 10).
F-125
4. LONG-TERM INVESTMENTS AND OTHER ASSETS
2001 2000
------- -------
Modification of hedging contracts........................... $29,305 $30,458
Deferred mining costs....................................... 15,648 21,808
Reclamation and other deposits.............................. 10,485 8,639
Premiums paid on gold and silver option contracts........... 1,871 11,115
Other....................................................... 357 253
------- -------
57,666 72,273
Less current portion included in prepaid expenses and other
assets.................................................... 1,871 3,861
------- -------
$55,795 $68,412
======= =======
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. These deferred losses are expected to be recognized as follows:
$5.0 million in 2002, $5.2 million in 2003, $11.0 million in 2004, $4.6
million in 2005, $1.9 million in 2006 and $1.6 million thereafter. Refer to
note 6 for a discussion of the deferral of gains on the modification of
hedging contracts.
DEFERRED MINING COSTS
The deferred mining ratio for the Round Mountain mine in 2001 was 112 tons
per ounce recovered (2000 -- 127 tons, 1999 -- 127 tons). The deferred mining
ratio for the ▇▇▇▇▇/Cove mine in 2001 was 15 tons per ounce recovered (2000
-- 76 tons, 1999 -- 60 tons).
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
will be 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
2001 2000
------- -------
Currency loans.............................................. $17,000 $26,500
Capital securities (note 7)................................. 6,714 6,032
------- -------
23,714 32,532
Less current portion........................................ 17,000 26,500
------- -------
$ 6,714 $ 6,032
======= =======
CURRENCY LOANS
On October 5, 2001, a new $17 million revolving credit and $4 million letter
of credit facility was established with HSBC Bank USA. The new facility has
been guaranteed by an affiliate of Franco-Nevada Mining Corporation Limited.
The Company has drawn down on the revolving credit facility to repay bank
debt of $17 million and has replaced the $4 million letter of credit issued
under the previous facility. The principal amount of the credit facility
matures on September 30, 2002 and interest is payable quarterly at LIBOR plus
2.125%. As a result of Franco-Nevada agreeing to give this guarantee, the
interest rate payable by the Company is lower than it would have been without
the guarantee. Accordingly, the Company has agreed to pay Franco-Nevada a fee
equal to 50 percent of the saving realized by the Company. At December 31,
2001, the effective interest rate on the revolving loan was 4.335%.
OTHER INFORMATION
Certain of the Company's financing arrangements require it to maintain
specified ratios of assets to liabilities and cash flow to debt. The Company
is in compliance with these ratios and other covenant requirements.
The Company had $24.7 million in outstanding surety bonds and letters of
credit at December 31, 2001, primarily related to the bonding of future
reclamation obligations. At December 31, 2001, annual fees on the letters of
credit range from 0.5% to 2.125%.
Interest payments were $1.8 million in 2001, $4.3 million in 2000 and $5.0
million in 1999.
F-126
6. DEFERRED INCOME
2001 2000
------- -------
Modification of hedging contracts........................... $47,042 $66,471
Premiums received on gold and silver hedging contracts...... 876 11,641
------- -------
47,918 78,112
Less current portion........................................ 876 3,964
------- -------
$47,042 $74,148
======= =======
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. These deferred gains are expected to be
recognized as follows: $35.6 million in 2002, $2.5 million in 2003, $3.9
million in 2004, $3.7 million in 2005 and $1.3 million in 2006. Refer to note
4 for a discussion of the deferral of losses on the modification of hedging
contracts.
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 will be 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 is 11%, or
12% compounded semi-annually during a period of interest deferral.
The Company has the right to defer interest payments on the capital
securities for a period not to exceed 10 consecutive semi-annual periods.
During a period of interest deferral, interest accrues at a rate of 12% per
annum, compounded semi-annually, on the full principal amount and deferred
interest. Since April 1998, the Company has exercised its right to defer its
interest payments to holders of the capital securities. Interest accrued and
deferred to date amounts to $64.2 million at December 31, 2001 and is payable
no later than April 1, 2003 together with any additional compounded or
deferred interest up to that date. The Company, at its option, may satisfy
its deferred interest obligation by delivering common shares to the indenture
trustee for the capital securities. The trustee would sell the Company's
shares and remit the proceeds to the holders of the securities in payment of
the deferred interest obligation. Deferred interest obligations not settled
with proceeds from the sale of shares remain an unsecured liability of the
Company. The present value of the capital securities' principal amount, $6.7
million, has been classified as debt within gold and other financings (note
5). The present value of the future interest payments of $93.3 million plus
deferred accrued interest has been classified within a separate component of
shareholders' equity as the Company has the unrestricted ability to settle
the future interest payments by issuing its own common shares to the trustee
for sale. Interest on the debt portion of the capital securities has been
classified as interest expense on the consolidated statement of earnings, and
interest on the equity portion of the capital securities has been charged
directly to deficit on the consolidated balance sheet. For purposes of per
share calculations, interest on the equity portion decreases the earnings
attributable to common shareholders. See note 15 for a discussion of
differences in treatment of the capital securities under generally accepted
accounting principles in the United States.
On March 28, 2002 the Company's common shareholders authorized the issuance
of up to an aggregate of 361,561,230 common shares in exchange for the
capital securities. See note 20.
8. RECLAMATION AND MINE CLOSURE LIABILITIES
2001 2000
------- -------
Round Mountain.............................................. $13,674 $10,659
▇▇▇▇▇/Cove.................................................. 17,546 19,284
Lupin....................................................... 9,584 8,280
Kettle River................................................ 9,119 8,620
Sunnyside................................................... 3,644 4,703
------- -------
53,567 51,546
Less current portion........................................ 3,841 1,914
------- -------
$49,726 $49,632
======= =======
At December 31, 2001, the Company's estimate of future reclamation and mine
closure costs is $62.1 million, which it believes will meet current
regulatory requirements. The aggregate obligation accrued to December 31,
2001 was $53.6 million, including accruals of $7.4 million in 2001, $10.6
million in 2000, and $7.0 million in 1999. The remaining $8.5 million,
including $6.6 million at Round Mountain and $1.9 million at Lupin, will be
accrued on the unit-of-production method over the remaining life of each
mine. 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.
F-127
9. INTEREST AND OTHER
2001 2000 1999
------ ------- ------
INTEREST INCOME............................................. $ (760) $ (964) $ (166)
Interest expense............................................ 2,560 5,194 4,723
Unrealized loss on share investments........................ 150 28 1,508
Gain on sale of share investments........................... -- (181) (485)
Gain on sale of plant and equipment......................... (700) (251) (251)
Alaska-Juneau reclamation................................... -- (2,048) --
Other....................................................... 472 1,234 2,865
------ ------- ------
$1,722 $ 3,012 $8,194
====== ======= ======
10. 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 2001, the Company recorded a $4.4 million
provision for impaired assets relating to its Kettle River mine due to an
unexpected decrease in reserves.
11. LOSS ON SALE OF INTEREST IN PAREDONES AMARILLOS
The Company agreed in 1999 to sell its 60% interest in the Paredones
Amarillos project in Mexico to its joint venture partner. In return, the
Company received full ownership of a mill, valued at $2.5 million, owned by
the joint venture and a 2% net profits royalty capped at $2.0 million related
to Paredones Amarillos production. The joint venture partner assumed all
project liabilities. In 1999, the Company recognized a loss on the sale of
Paredones Amarillos of $13.8 million.
12. INCOME TAX EXPENSE
GEOGRAPHIC COMPONENTS
The geographic components of earnings before income tax expense and income
tax expense were as follows.
2001 2000 1999
-------- -------- --------
Earnings (loss) before income taxes:
Canada.................................................... $ 952 $ 637 $(22,386)
United States and other................................... (9,777) 16,176 (14,670)
-------- -------- --------
$ (8,825) $ 16,813 $(37,056)
======== ======== ========
Current income tax expense:
Canada.................................................... $ 166 $ 201 $ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ and other................................... 45 451 --
-------- -------- --------
211 652 216
-------- -------- --------
Deferred income tax expense (recovery):
Canada.................................................... (3,358) (2,400) --
United States and other................................... -- -- --
-------- -------- --------
(3,358) (2,400) --
-------- -------- --------
Income tax expense (recovery)............................... $ (3,147) $ (1,748) $ 216
======== ======== ========
F-128
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 43.1% for 2001
and 2000 and 43.5% for 1999 for the following reasons.
2001 2000 1999
-------- -------- --------
Earnings (loss) before income taxes......................... $ (8,825) $ 16,813 $(37,056)
======== ======== ========
Income tax effect of:
Expected Canadian federal and provincial corporate income
taxes................................................... $ (3,805) $ 7,246 $(16,115)
Utilization of net operating loss......................... -- (5,760) (838)
Operating loss from which no tax benefit is derived....... 3,964 -- --
Canadian resource allowance and earned depletion.......... (172) 113 (2,153)
Foreign earnings subject to different income tax rates.... 965 (1,326) 18,182
Other items............................................... (4,099) (2,021) 1,140
-------- -------- --------
Income tax expense (recovery)............................... $ (3,147) $ (1,748) $ 216
======== ======== ========
Effective tax rate (current and deferred)................... 35.7% (10.4%) (0.6%)
======== ======== ========
LOSS CARRYFORWARDS
At December 31, 2001, the Company had U.S. net operating loss carryforwards
of approximately $416 million to apply against future taxable income and $207
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 2002 to 2021. Additionally,
the Company has Canadian non-capital loss carryforwards of approximately $81
million and net capital loss carryforwards of approximately $202 million. The
non-capital loss carryforwards expire at various times from 2003 to 2008. The
net capital loss carryforwards have no expiration date.
DEFERRED TAX LIABILITIES AND ASSETS
Significant components of the Company's deferred tax liabilities and assets
are as follows.
2001 2000
----------------------------- -----------------------------
U.S. U.S.
CANADA AND OTHER TOTAL CANADA AND OTHER TOTAL
------ --------- ------ ------ --------- ------
(millions of U.S. dollars)
Deferred tax liabilities:
Tax over book depreciation and depletion.......... $ 3.3 $ -- $ 3.3 $ 6.4 $ -- $ 6.4
Other tax liabilities............................. 2.7 -- 2.7 5.3 0.8 6.1
------ ------ ------ ------ ------ ------
Total deferred tax liabilities...................... 6.0 -- 6.0 11.7 0.8 12.5
------ ------ ------ ------ ------ ------
Deferred tax assets:
Net operating loss and other carryforwards........ 120.3 147.9 268.2 117.2 145.0 262.2
Book over tax depreciation and depletion.......... 33.0 21.3 54.3 34.5 13.2 47.7
Accrued liabilities............................... 5.1 17.6 22.7 4.7 19.8 24.5
Other tax assets.................................. 1.8 4.7 6.5 9.2 4.7 13.9
------ ------ ------ ------ ------ ------
Total deferred tax assets before allowance.......... 160.2 191.5 351.7 165.6 182.7 348.3
Valuation allowance for deferred tax assets......... (155.1) (191.5) (346.6) (158.6) (181.9) (340.5)
------ ------ ------ ------ ------ ------
Total deferred tax assets........................... 5.1 -- 5.1 7.0 0.8 7.8
------ ------ ------ ------ ------ ------
Net deferred tax liabilities........................ $ 0.9 $ -- $ 0.9 $ 4.7 $ -- $ 4.7
====== ====== ====== ====== ====== ======
The net increase in the valuation allowance for deferred tax assets was $6.1
million for 2001 and $71.0 million for 2000.
INCOME TAX PAYMENTS
Income tax payments were $0.7 million in 2001, $0.2 million in 2000 and $0.2
million in 1999.
13. 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.
F-129
14. COMMON SHARES
The Company had 140,607,145 common shares outstanding during each of the
three years ended December 31, 1999, 2000 and 2001.
DIVIDENDS
The Company has not paid dividends since 1996 and is prohibited from paying
common share dividends during a period of interest deferral related to the
capital securities (note 7).
RESTRICTED SHARE GRANT PLAN
Effective February 1997, the Company adopted a restricted share grant plan to
provide incentive to officers of the Company. The Company has reserved an
aggregate of 750,000 common shares for issuance under the plan, but no grants
are outstanding. The vesting of any shares, which may be granted under this
plan, is at the discretion of the Compensation Committee of the Board of
Directors.
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.
Changes in the number of options outstanding during the three years ended
December 31, 2001 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, 1998..................... 4,977,320 C$10.44 240,450 C$11.14
1999: Options granted...................................... 1,170,000 2.55 -- --
Options expired....................................... (34,937) 9.75 -- --
Options forfeited..................................... (618,697) 9.94 -- --
---------- ------- ------- -------
Options outstanding, December 31, 1999..................... 5,493,686 C$ 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
========== ======= ======= =======
The number of shares reserved for future grants at December 31, 2001 is
5,971,935 under the Employee Share Incentive Plan. The number and weighted
average price of shares exercisable under the Employee Share Incentive Plan
are 3,076,154 at C$9.80 at December 31, 2001; 3,389,484 at C$10.41 at
December 31, 2000; and 3,521,787 at C$11.66 at December 31, 1999. The number
and weighted average price of shares exercisable under the Director Equity
Plan are 217,700 at C$11.78 at December 31, 2001; 196,575 at C$12.40 at
December 31, 2000; and 171,575 at C$12.73 at December 31, 1999.
Options outstanding at December 31, 2001 had the following characteristics.
WEIGHTED WEIGHTED WEIGHTED
AVERAGE EXERCISE AVERAGE NUMBER OF AVERAGE EXERCISE
EXERCISE PRICE OF SHARES YEARS UNTIL SHARES PRICE OF SHARES
NUMBER OF SHARES OUTSTANDING PRICE RANGE OUTSTANDING EXPIRATION EXERCISABLE EXERCISABLE
---------------------------- ----------------- ---------------- ----------- ----------- ----------------
Employee Share Incentive Plan
1,402,533............... C$ 2.55 - C$ 3.59 C $ 2.94 8 838,120 C$ 3.04
1,007,721............... 5.75 - 10.70 8.73 5 1,007,721 8.73
1,110,563............... 13.38 - 16.50 14.95 3 1,110,563 14.95
119,750................ 18.25 - 19.63 18.48 4 119,750 18.48
Director Equity Plan
143,000................ C$ 3.70 - C$12.50 C $ 8.67 5 133,250 C$ 9.03
84,450................ 14.25 - 18.25 16.13 3 84,450 16.13
F-130
15. 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 is classified as debt within gold
and other financings, while the present value of the future interest payments
is classified as a separate component of shareholders' equity (note 7). The
deferred accrued interest is classified within this equity component as the
Company has 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 has 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.
In accordance with Canadian GAAP, certain long-term foreign exchange
contracts are considered to be ▇▇▇▇▇▇ 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.
At December 31, 2001, the Company had 120,000 ounces of gold call options
sold with an average strike price of $297 per ounce. The Company sold these
call options to enhance prices on certain of its gold forward contracts. In
accordance with U.S. GAAP, the 120,000 ounces of gold call options sold would
not qualify for hedge accounting and therefore would be marked to market at
December 31, 2001. As a result, the Company recorded a loss of $0.8 million
in 2001, a gain of $3.0 million in 2000 and a loss of $2.1 million in 1999
under U.S. GAAP.
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; $1.2 million
in 2000 and $0.1 million in 1999 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:
2001 2000 1999
--------- --------- ---------
Net earnings (loss) under Canadian GAAP..................... $ (5,678) $ 18,561 $ (37,272)
Additional interest expense on capital securities........... (17,307) (15,397) (13,697)
Amortization of deferred financing costs on capital
securities................................................ (634) (633) (633)
Change in market value of foreign exchange contracts........ 426 948 5,540
Change in market value of option contracts.................. (1,291) 2,964 (2,146)
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) (108)
Kettle River amortization expense........................... 2,103 163 --
Provision for impaired assets............................... 1,305 -- --
--------- --------- ---------
Net earnings (loss) under U.S. GAAP......................... $ (29,096) $ 2,256 $ (48,316)
========= ========= =========
Earnings (loss) per share under U.S. GAAP................... $ (0.21) $ 0.02 $ (0.34)
========= ========= =========
F-131
The effects of the GAAP differences on the consolidated balance sheet would
have been as follows.
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)
CANADIAN CAPITAL U.S.
DECEMBER 31, 2000 GAAP SECURITIES OTHER GAAP
----------------- --------- ---------- --------- ---------
Short-term investments...................................... $ 2,186 $ -- $ 760 $ 2,946
Mining properties........................................... 41,691 -- (1,174) 40,517
Long-term investments and other assets...................... 68,412 792 533 69,737
Debt and other financings................................... 32,532 93,968 -- 126,500
Deferred income............................................. 78,112 -- (2,846) 75,266
Accrued interest on capital securities...................... -- 46,108 -- 46,108
Common shares............................................... 713,343 -- 36,428 749,771
Capital securities.......................................... 140,076 (140,076) -- --
Deficit..................................................... (711,680) 792 (34,195) (745,083)
Foreign currency translation................................ (24,954) -- 24,954 --
Accumulated other comprehensive loss........................ -- -- (24,222) (24,222)
Shareholders' equity (deficit).............................. 116,785 (139,284) 2,965 (19,534)
The continuity of shareholders' equity (deficit) from December 31, 2000 to
December 31, 2001 under U.S. GAAP would have been as follows.
2001
--------
Balance, beginning of year.................................. $(19,534)
Net loss.................................................... (29,096)
Other comprehensive income.................................. 18,860
--------
Balance, end of year........................................ $(29,770)
========
The following statement of comprehensive income (loss) would be disclosed in
accordance with U.S. GAAP.
2001 2000 1999
-------- ------- --------
Net earnings (loss) under U.S. GAAP......................... $(29,096) $ 2,256 $(48,316)
Other comprehensive income (loss), after a nil income tax
effect:
Unrealized gain on share investments arising during
period.................................................. 1,726 732 --
Foreign currency translation adjustments.................. (4,351) (2,940) 4,562
Transition adjustment on adoption of FAS 133.............. 39,234 -- --
Modification of derivative contracts realized in net
income.................................................. (17,749) -- --
-------- ------- --------
Other comprehensive income (loss)........................... 18,860 (2,208) 4,562
-------- ------- --------
Comprehensive income (loss)................................. $(10,236) $ 48 $(43,754)
======== ======= ========
Additionally, under U.S. GAAP, the equity section of the balance sheet would
present a subtotal for accumulated other comprehensive loss, as follows.
2001 2000
-------- --------
Unrealized gain on share investments........................ $ 2,458 $ 732
Modification of derivative contracts........................ 21,485 --
Foreign currency translation................................ (29,305) (24,954)
-------- --------
Accumulated other comprehensive loss........................ $ (5,362) $(24,222)
======== ========
F-132
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 ▇▇▇ ▇▇. ▇▇ 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.
Had the Company adopted Statement No. 123 for its U.S. GAAP disclosure, the
following net earnings and losses would have been reported.
2001 2000 1999
-------- ------ --------
Net earnings (loss) under U.S. GAAP......................... $(29,096) $2,256 $(48,316)
Pro forma stock compensation expense, after a nil income tax
effect.................................................... (405) (929) (1,845)
-------- ------ --------
Pro forma net earnings (loss) under U.S. GAAP............... $(29,501) $1,327 $(50,161)
======== ====== ========
Pro forma earnings (loss) per share under U.S. GAAP......... $ (0.21) $ 0.01 $ (0.36)
======== ====== ========
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 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 ▇▇▇▇▇▇ 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.
RECENT ACCOUNTING PRONOUNCEMENTS
In 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143, Accounting for Asset Retirement
Obligations, which is effective for fiscal years beginning after June 15,
2002. The Statement requires legal obligations associated with the retirement
of long-lived assets be recognized at their fair value at the time that the
obligations are incurred. Upon initial recognition of a liability, that cost
should be capitalized as part of the related long-lived assets and allocated
to expense over the useful life of the asset. The Company will adopt
Statement 143 on January 1, 2003. Due to the number of operating facilities
that the Company maintains, the expected impact of adoption of Statement 143
on the Company's financial position or results of operations has not yet been
determined.
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 18 for further disclosure regarding estimated fair
values of financial instruments.
16. JOINT VENTURES
Summarized below is the Company's 50% interest in the Round Mountain mine,
accounted for by the proportionate consolidation method.
2001 2000 1999
-------- -------- --------
Revenues.................................................... $105,450 $ 90,633 $ 87,469
Expenses:
Operating costs........................................... 72,049 60,231 52,880
Royalties................................................. 6,881 5,585 5,021
Production taxes.......................................... 664 470 57
Depreciation and amortization............................. 20,570 18,978 17,704
Reclamation and mine closure.............................. 3,361 2,880 2,438
Exploration............................................... 663 529 431
Other..................................................... (761) (753) 753
-------- -------- --------
Earnings before income taxes................................ $ 2,023 $ 2,713 $ 8,185
======== ======== ========
F-133
2001 2000 1999
-------- -------- --------
Current assets.............................................. $ 40,224 $ 33,425 $ 33,105
Non-current assets.......................................... 96,376 109,211 126,611
Current liabilities......................................... (15,154) (11,244) (10,667)
Non-current liabilities..................................... (15,311) (18,023) (18,845)
-------- -------- --------
Equity...................................................... $106,135 $113,369 $130,204
======== ======== ========
2001 2000 1999
-------- -------- --------
Net cash provided from (used in):
Operating activities...................................... $ 15,146 $ 10,849 $ 4,538
Investing activities...................................... (15,046) (4,664) (8,229)
Financing activities...................................... -- -- --
-------- -------- --------
Net increase (decrease) in cash............................. $ 100 $ 6,185 $ (3,691)
======== ======== ========
17. 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 four operating mines: Round Mountain and ▇▇▇▇▇/Cove in Nevada,
U.S.A.; Kettle River in Washington, U.S.A.; and Lupin in Nunavut Territory,
Canada. 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.
2001 2000 1999
-------- -------- --------
Total gold and silver revenues.............................. $237,684 $280,976 $210,351
Average gold price realized per ounce....................... $ 305 $ 319 $ 325
Average silver price realized per ounce..................... $ 4.70 $ 5.28 $ 5.69
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) 2001 2000 1999
------------------------ ---------- ----------- ----------
Round Mountain (50%)........................................ 373,475 320,064 270,904
▇▇▇▇▇/Cove.................................................. 94,633 162,784 124,536
Lupin....................................................... 139,327 117,729 --
Kettle River................................................ 50,349 94,086 104,396
---------- ----------- ----------
Total gold.................................................. 657,784 694,663 499,836
========== =========== ==========
SILVER PRODUCTION (OUNCES) 2001 2000 1999
-------------------------- ---------- ----------- ----------
Total silver-all from ▇▇▇▇▇/Cove............................ 6,451,425 12,328,297 8,430,072
========== =========== ==========
OPERATING COSTS 2001 2000 1999
--------------- ---------- ----------- ----------
Round Mountain (50%)........................................ $ 72,049 $ 60,501 $ 53,055
▇▇▇▇▇/Cove.................................................. 53,015 69,920 63,429
Lupin....................................................... 34,722 22,883 --
Kettle River................................................ 15,555 20,131 23,332
---------- ----------- ----------
Total operating costs per financial statements.............. $ 175,341 $ 173,435 $ 139,816
========== =========== ==========
ROYALTIES 2001 2000 1999
--------- ---------- ----------- ----------
Round Mountain (50%)........................................ $ 6,880 $ 5,585 $ 5,021
▇▇▇▇▇/Cove.................................................. 213 1,228 644
Kettle River................................................ 504 1,221 1,532
---------- ----------- ----------
Total royalties per financial statements.................... $ 7,597 $ 8,034 $ 7,197
========== =========== ==========
F-134
DEPRECIATION AND AMORTIZATION 2001 2000 1999
----------------------------- ---------- ----------- ----------
Round Mountain (50%)........................................ $ 20,570 $ 18,978 $ 17,704
▇▇▇▇▇/Cove.................................................. 12,638 21,539 22,743
Lupin....................................................... 5,226 4,874 5,381
Kettle River................................................ 2,011 2,637 6,141
Depreciation of non-minesite assets......................... 1,656 2,636 2,972
---------- ----------- ----------
Total depreciation and amortization per financial
statements................................................ $ 42,101 $ 50,664 $ 54,941
========== =========== ==========
TOTAL ASSETS 2001 2000
------------ ---------- -----------
Minesites:
Round Mountain (50%)...................................... $ 110,864 $ 121,592
▇▇▇▇▇/Cove................................................ 21,256 42,354
Lupin..................................................... 31,199 34,860
Kettle River.............................................. 5,351 10,101
Development properties:
Aquarius.................................................. 44,048 48,437
Non-minesite assets......................................... 48,086 56,264
---------- -----------
Total assets................................................ $ 260,804 $ 313,608
========== ===========
CAPITAL EXPENDITURES 2001 2000 1999
-------------------- ---------- ----------- ----------
Round Mountain (50%)........................................ $ 15,033 $ 4,620 $ 7,669
▇▇▇▇▇/Cove.................................................. 1,002 670 1,147
Lupin....................................................... 2,622 4,642 11
Kettle River................................................ 4,150 1,402 467
DEFERRED (APPLIED) MINING EXPENDITURES 2001 2000 1999
-------------------------------------- ---------- ----------- ----------
Round Mountain (50%)........................................ $ (5,323) $ 411 $ 5,058
▇▇▇▇▇/Cove.................................................. (2,247) (5,062) 9,534
Lupin....................................................... 1,452 449 --
Financial information regarding geographic areas is set out below.
2001 2000 1999
---------- ----------- ----------
Revenue:
Canada.................................................... $ 53,160 $ 44,370 $ --
United States............................................. 184,524 236,606 210,351
---------- ----------- ----------
Total revenue............................................... $ 237,684 $ 280,976 $ 210,351
========== =========== ==========
2001 2000
---------- -----------
Assets:
Canada.................................................... $ 108,824 $ 118,073
United States............................................. 150,089 193,431
Other..................................................... 1,891 2,104
---------- -----------
Total assets................................................ $ 260,804 $ 313,608
========== ===========
18. HEDGING ACTIVITIES AND COMMITMENTS
The Company 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.
The credit risk exposure related to all hedging activities is limited to the
unrealized gains on outstanding contracts based on current market prices. To
reduce counterparty credit exposure, the Company deals only with large,
credit-worthy financial institutions and limits credit exposure to each. 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.
F-135
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
At December 31, 2001, the Company has commitments to deliver 60,000 ounces of
gold at a minimum price of $293 per ounce. The Company's option position at
December 31, 2001 included 120,000 ounces of gold call options sold at an
average strike price of $297 per ounce.
Forward Sales contracts of 60,000 ounces of gold as well as the call options
sold of 120,000 ounces of gold represent approximately 5% of the Company's
reserves. This amount of future hedging is reduced from 2001. In 2001, 19% of
gold production was delivered against forward sales contracts. The reduced
hedging position results from continued weakness in spot gold prices and low
forward premiums resulting in lower hedge prices that can be achieved. The
Company continues to monitor its hedging policy in light of forecasted
production, operating and capital expenditures, exploration and development
requirements and factors affecting gold price volatility.
CURRENCY POSITION
At December 31, 2001, the Company had an obligation under foreign currency
exchange contracts to purchase C$33.3 million in 2002 at an exchange rate of
C$1.60 to U.S.$1.00. In January 2002, the Company entered into contracts to
purchase an additional C$33.0 million in 2002 at the same rate.
Shown below are the carrying amounts and estimated fair values of the
Company's other outstanding hedging instruments at December 31, 2001 and
2000.
DECEMBER 31, 2001 DECEMBER 31, 2000
---------------------- ----------------------
CARRYING ESTIMATED CARRYING ESTIMATED
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
-------- ---------- -------- ----------
Gold forward sales.......................................... $ -- $2,000 $ -- $5,700
Silver forward sales........................................ -- -- -- 1,800
Gold options
-- calls sold............................................... (630) (700) (3,000) (2,200)
-- calls purchased.......................................... -- -- 6,800 2,400
Silver options
-- puts purchased........................................... -- -- 1,200 1,400
-- puts sold................................................ -- -- (1,300) (400)
-- calls purchased
-- calls.................................................... -- -- 700 --
Foreign currency contracts.................................. -- 100 -- (300)
------ ------
$1,400 $8,400
====== ======
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 changes in various
market factors on the Company's outstanding hedged position at December 31,
2001 would be as follows.
AMOUNT EFFECT ON
OF MARKET VALUE OF
CHANGE HEDGED POSITION
---------- ---------------
Change in:
Gold prices............................................... $ 10/ounce $900
Canadian dollars.......................................... U.S. $0.01 $300
Interest rates (effect on gold and silver forward sales
and options)............................................ 1% $140
F-136
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.
2001 2000 1999
------- ------- -------
Revenue:
Gold loans and swaps...................................... $ 703 $ 1,289 $ 1,658
Gold forward sales........................................ 22,245 25,754 17,710
Silver forward sales...................................... 3,426 3,333 3,439
Gold and silver options................................... (402) (506) 4,077
Operating costs:
Foreign currency contracts................................ (2,113) (1,179) (3,068)
------- ------- -------
$23,859 $28,691 $23,816
======= ======= =======
19. 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.
▇▇▇▇▇/Cove production is subject to a 2% net smelter return royalty. This
royalty is based on sales less certain deductions.
A portion of production from the Lamefoot area of the Kettle River mine is
subject to a 5% net smelter return royalty. 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 $1.1 million in rental expense in 2001, net of
$1.4 million in rental income related to office subleases. The Company's
commitments under the remaining terms of the leases are approximately $6.7
million, payable as follows: $2.0 million in 2002, $1.6 million in 2003, $1.5
million in 2004, $1.0 million in 2005, $0.1 million in 2006 and $0.5 million
thereafter.
SUMMA
In September 1992, the Summa Corporation commenced a lawsuit against Echo Bay
Exploration Inc. and Echo Bay Management Corporation, indirect subsidiaries
of the Company, alleging improper deductions in the calculation of royalties
payable over several years of production at the ▇▇▇▇▇/Cove and Manhattan
mines. 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,
judgement was rendered for the Echo Bay companies. The decision was appealed
by Summa to the Supreme Court of Nevada, which heard the matter on November
9, 1999.
On April 26, 2000, the Supreme Court of Nevada 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 Echo Bay defendants 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 Echo Bay defendants. The Echo Bay defendants filed
a petition for a hearing before the full Court and on December 22, 2000, the
Court recalled its previous decision. Both the Echo Bay defendants and their
counsel believe that grounds exist to modify or reverse the decision. The
Company has $1.5 million accrued related to the Summa litigation. If the
appellate reversal of the trial decision is maintained and the trial court,
on remand, were to dismiss all the Echo Bay defenses, the royalty calculation
at ▇▇▇▇▇/Cove would change and additional royalties would be payable.
HANDY AND ▇▇▇▇▇▇
On March 29, 2000 Handy & ▇▇▇▇▇▇ 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 a
claim for gold and silver accounts at this refining facility with an
estimated market value of approximately $2.4 million. The outcome of these
proceedings is uncertain at this time.
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
▇▇▇▇▇/Cove operations totaling approximately $33 million. The Company
disagrees with the regulators' position and believes that the subsidiaries
qualify under the criteria set out for corporate guarantees and will oppose
the regulatory position. Although the outcome cannot be predicted, the
Company and its counsel believe that the Company will prevail.
F-137
20. SUBSEQUENT EVENTS
On February 13, 2002, the Company entered into an agreement with Newmont
Mining Corporation providing for the conveyance of the ▇▇▇▇▇/Cove mine and
facilities in exchange for $6.0 million and the assumption of all reclamation
obligations at ▇▇▇▇▇/Cove. The agreement is subject to the completion of due
diligence by Newmont on or before July 31, 2002.
On June 9, 2002, the Company entered into a new asset purchase agreement,
amended as of November 19, 2002, with an affiliate of Newmont Mining
Corporation (Newmont) providing for the conveyance of the ▇▇▇▇▇/Cove mine and
facilities. The closing of the transaction is subject to, among other
conditions, the completion of the combination of Kinross Gold Corporation,
TVX Gold Inc. and the Company, as well as the purchase of Newmont Mining
Corporation's 49% interest in the TVX Newmont Americas joint venture. In
consideration for the purchase of such assets, the Newmont affiliate has
agreed to assume all liabilities and obligations relating to the reclamation
and remediation required for the ▇▇▇▇▇/Cove complex. The new agreement does
not result in any cash payment to the Company and is intended to replace the
agreement dated February 13, 2002.
On April 3, 2002 the Company issued 361,561,230 common shares in exchange for
the entire capital securities debt obligation of $100 million in principal
amount plus accrued and unpaid interest. The new principal holders of common
shares and their respective ownership positions in the Company are Newmont
Mining Corporation of Canada Limited (48.8%) and Kinross Gold Corporation
(11.4%). As a result of eliminating the capital securities, the Company will
record in the second quarter an increase to common shares of $303.7 million,
based on the market value of common shares at the date of issue. The market
value of the common shares issued exceeded the book value of the capital
securities (note 7) by $134.8 million. This difference along with share issue
costs of $3.0 million will be 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.
Under U.S. GAAP, the entire loss of $137.8 million would be recorded as an
extraordinary item.
On May 17 and 24, 2002 the Company sold a total of 39,100,000 units, each
unit consisting of one common share and one common share purchase warrant for
total gross proceeds of $27.4 million. Each warrant entitles the holder to
purchase one common share at an exercise price of $0.90 per share at any time
on or prior to November 14, 2003.
On May 28, 2002, the $17 million revolving bank debt was repaid.
F-138
EXHIBIT A
COMBINATION AGREEMENT
KINROSS GOLD CORPORATION
AND
TVX GOLD INC.
AND
ECHO BAY MINES LTD.
------------------
JUNE 10, 2002
------------------
1
COMBINATION AGREEMENT
THIS COMBINATION AGREEMENT made as of the 10th day of June, 2002,
AMONG:
KINROSS GOLD CORPORATION, a corporation governed by the Business
Corporations Act (Ontario) (hereinafter called "Kinross")
and
TVX GOLD INC., a corporation governed by the Canada Business Corporations
Act (hereinafter called "TVX")
and
ECHO BAY MINES LTD., a corporation governed by the Canada Business
Corporations Act (hereinafter called "Echo Bay")
WHEREAS Kinross, TVX and Echo Bay wish to combine their respective
businesses and acquire the Newmont TVX NA Joint Venture Interest now owned
indirectly by Newmont Mining Corporation ("Newmont");
AND WHEREAS the Parties hereto intend to cause (i) the amalgamation of
Kinross Subco and TVX in which Kinross will issue common shares of Kinross to
the holders of the common shares of TVX, and (ii) the exchange of the common
shares of Echo Bay for common shares of Kinross, in each case pursuant to the
Arrangement and as a consequence of which the outstanding options and warrants
to purchase common shares of TVX and Echo Bay will, respectively be deemed to be
options and be replaced by warrants to purchase common shares of Kinross;
AND WHEREAS it is intended that, immediately before the completion of the
Arrangement, the Newmont TVX NA Joint Venture Interest will be acquired pursuant
to the terms of agreements existing between TVX and Newmont or their respective
subsidiaries;
AND WHEREAS the Parties hereto have entered into this Agreement to provide
for the matters referred to in the foregoing recitals and for other matters
relating to the Combination;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
covenants and agreements herein contained and other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the Parties hereto do hereby covenant and agree as set forth below.
2
ARTICLE 1
INTERPRETATION
1.1 DEFINITIONS
In this Agreement, including the recitals and Schedules hereto, unless the
context otherwise requires:
"ACQUISITION PROPOSAL" means (i) any proposal or offer for a merger,
amalgamation, reorganization, recapitalization or other business combination
involving a Party or a Material Subsidiary or a Material Joint Venture Interest
of a Party, (ii) any proposal or offer to acquire in any manner, directly or
indirectly, assets which individually or in the aggregate exceed 10% of the
consolidated assets of a Party, (iii) any proposal or offer to acquire in any
manner, directly or indirectly, any shares or securities convertible,
exercisable or exchangeable for securities which exceed 10% of the outstanding
voting securities of a Party, or (iv) any sale of treasury shares, or securities
convertible, exercisable or exchangeable for treasury shares, which exceed 10%
of the outstanding voting securities of the Party or rights or interests therein
or thereto, excluding the Pre-Combination Steps, the Purchase and the
Arrangement and the transactions permitted pursuant to Section 4.3;
"AGREEMENT" means this agreement together with the Schedules hereto;
"AMALCO" means the corporation resulting from the amalgamation of Kinross
Subco and TVX as a part of the Arrangement;
"AMALCO COMMON SHARES" means the common shares in the capital of Amalco;
"ANNOUNCEMENT PRESS RELEASE" means a joint press release issued by the
Parties and substantially in the form of Schedule 2.1 hereto;
"ARRANGEMENT" means the arrangement involving Kinross, Kinross Subco, TVX
and Echo Bay under the provisions of the CBCA on the terms and conditions set
forth in the Plan of Arrangement resulting, inter alia, in the issuance of
Kinross Shares to the holders of record immediately prior to the Effective Date
of the TVX Common Shares and of the Echo Bay Common Shares;
"ARTICLES OF AMENDMENT" means the articles of amendment of Kinross
effecting the Kinross Share Consolidation;
"ARTICLES OF ARRANGEMENT" means the articles of arrangement in respect of
Kinross Subco, TVX and Echo Bay;
"BEECH LOCK-UP AGREEMENT" means the agreement between Beech LLC and TVX
dated the date hereof and providing, inter alia, that Beech LLC will vote the
TVX Common Shares held by it in favour of the participation by TVX in the
Arrangement;
"BENEFIT PLAN" means, in respect of a Party, any benefit, employment,
personal services, consulting, compensation, incentive, bonus, stock option,
restricted stock, stock appreciation right, phantom equity, change in control,
severance, termination pay, vacation, holiday pay, overtime, time-off,
perquisite or other similar agreement, plan, policy or arrangement covering one
or more current or former employees of the specified Party and each of its
Subsidiaries, other than unionized employees;
"BOARD OF DIRECTORS", in respect of a Party, means the board of directors
of the specified Party;
"BUSINESS DAY" means any day, other than Saturday or Sunday or a day that
is a statutory or civic holiday in the place where an action is to be taken;
"CBCA" means the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as
amended, and the regulations thereunder;
"CANADIAN PROVINCIAL AUTHORITIES" means the Canadian provincial securities
commissions;
"CHANGE OF CONTROL PROPOSAL" means (i) any proposal or offer for a merger,
amalgamation, reorganization, recapitalization or other business combination
involving a Party or a Material Subsidiary or a Material Joint Venture Interest
of a Party, (ii) any proposal or offer to acquire in any manner, directly or
indirectly, assets which individually or in the aggregate exceed 50% of the
consolidated assets of a Party, (iii) any proposal or offer to acquire in any
manner, directly or indirectly, any shares or securities convertible,
exercisable or exchangeable for securities which
3
exceed 50% of the outstanding voting securities of the Party, or (iv) any sale
of treasury shares, or securities convertible, exercisable or exchangeable for
treasury shares, which exceed 50% of the outstanding voting securities of the
Party or rights or interests therein or thereto, excluding the Pre-Combination
Steps, the Purchase and the Arrangement and the transactions permitted pursuant
to Section 4.3;
"COMBINATION" means the Purchase and the Arrangement;
"COMPETITION ACT" means the Competition Act (Canada), R.S.C. 1985, c. C-34,
as amended, and the regulations thereunder;
"CONFIDENTIALITY AGREEMENT" means the Confidentiality and Standstill
Agreement initially dated as of May 14, 2002 entered into among Kinross, TVX and
Newmont together with the counterpart thereof dated as of May 21, 2002 executed
by Echo Bay, relating to the transactions contemplated by this Agreement;
"COURT" means the Superior Court of Ontario;
"ECHO BAY COMMON SHARES" means the common shares in the capital of Echo
Bay;
"ECHO BAY MEETING" means the special meeting of the holders of the Echo Bay
Common Shares called for the purpose of considering and, if thought fit,
approving the Arrangement;
"EFFECTIVE DATE" means the date, determined in accordance with Section 2.2,
on which the Combination is to be effected;
"FINAL ORDER" means the order of the Court sanctioning the Arrangement, as
such order may be amended at any time prior to the Effective Date or, if
appealed, then unless such appeal is withdrawn or denied, as affirmed;
"FINAL TERMINATION DATE" means December 31, 2002;
"GAAP" means Canadian generally accepted accounting principles as
contemplated by the Handbook of the Canadian Institute of Chartered Accountants,
applied on a consistent basis;
"GOVERNMENTAL ENTITY" means (a) any multinational, federal, provincial,
state, regional, municipal, local or other government, governmental or public
department, central bank, court, tribunal, arbitral body, commission, stock
exchange, self-regulated securities market, board, bureau or agency, whether
domestic or foreign, (b) any subdivision, agent, commission, board or authority
of any of the foregoing or (c) any quasi-governmental or private body exercising
any regulatory, expropriation or taxing authority under or for the account of
any of the foregoing;
"HSR ACT" means the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements
Act of 1976, as amended;
"INITIAL TERMINATION DATE" means November 30, 2002;
"INTERIM ORDER" means the order of the Court containing declarations and
directions with respect to the Arrangement;
"JOINT INFORMATION CIRCULAR" means the management information circular
prepared by each of Kinross, TVX and Echo Bay for the Meetings;
"KINROSS COMMON SHARES" means the common shares in the capital of Kinross
prior to the Kinross Share Consolidation;
"KINROSS FINANCING" means the public offering of Kinross Common Shares or
other securities for aggregate proceeds of not more than U.S.$250,000,000 which
Kinross intends to proceed with as soon as possible after the date hereof;
"KINROSS LOCK-UP AGREEMENT" means the agreement between Kinross and Echo
Bay dated the date hereof and providing, inter alia, that Kinross will continue
to hold the Echo Bay Common Shares held by it until the conclusion of the Echo
Bay Meeting and that it will vote such shares in favour of the participation by
Echo Bay in the Arrangement;
"KINROSS MEETING" means the special meeting of the holders of the Kinross
Common Shares called for the purpose of considering and, if thought fit,
approving the Kinross Share Consolidation, approving the Kinross Share Issuance
(if such approval is required under any applicable Laws) and electing directors
of Kinross;
4
"KINROSS PLACER JOINT VENTURE" means the joint venture to be entered into
between Kinross and a wholly-owned Subsidiary of Placer Dome Inc. concerning
certain gold mining operations in the Porcupine district in Ontario;
"KINROSS SHARE CONSOLIDATION" means the consolidation of the Kinross Common
Shares on a one-for-three basis;
"KINROSS SHARE ISSUANCE" means the issue of Kinross Shares pursuant to (a)
the Arrangement, (b) the exercise of any options that were granted prior to the
Effective Date under the stock option plans of TVX and Echo Bay on the basis set
out in Section 4.11 and (c) the exercise of any warrants that were granted prior
to the Effective Date under the Warrant Indenture as set out in Section
4.9(2)(c);
"KINROSS SHARES" means the common shares in the capital of Kinross
immediately after the filing of Articles of Amendment, if any, approved at the
Kinross Meeting giving effect to the Kinross Share Consolidation or, in the
absence of such filing, means the Kinross Common Shares;
"KINROSS SUBCO" means 5082389 Canada Inc., a corporation incorporated under
the CBCA, which is a wholly-owned Subsidiary of Kinross;
"LAWS" means all laws, by-laws, rules, regulations, orders, ordinances,
protocols, codes, guidelines, policies, notices, directions and judgements or
other requirements of any Governmental Entity;
"MATERIAL" means, where used in relation to the affairs of one of the
Parties, a fact, asset, liability, transaction or circumstance concerning the
business, operations, capital or financial condition of such Party and its
Subsidiaries and Material Joint Venture Interests, taken as a whole, that would
reasonably be considered to be important to a reasonable investor in making an
investment decision with respect to such Party (the Parties agreeing that any
matter or thing, or series of related matters or things, involving an aggregate
amount of U.S.$10,000,000 would be important to such an investor) or that would
significantly impede the ability of that Party to complete the Combination in
accordance with this Agreement;
"MATERIAL ADVERSE CHANGE" or "MATERIAL ADVERSE EFFECT" means, where used in
respect of any Party, any change, effect, event, occurrence or state of facts
that is, or would reasonably be expected to be, Material and adverse to the
business, operations, capital or financial condition of such Party and its
Subsidiaries and Material Joint Venture Interests, taken as a whole, other than
any change, effect, event or occurrence: (a) relating to the global economy or
securities markets in general; (b) affecting the worldwide gold mining industry
in general and which does not have a materially disproportionate effect on such
Party and its Subsidiaries and Material Joint Venture Interests, taken as a
whole; (c) resulting from changes in the price of gold; (d) relating to the rate
at which Canadian dollars can be exchanged for United States dollars; or (e)
which is a change in the trading price of the publicly traded securities of a
Party immediately following and reasonably attributable to the disclosure of the
Combination, this Agreement and the matters contemplated hereby, including the
Kinross Financing;
"MATERIAL JOINT VENTURE INTEREST" means: (a) in respect of Kinross, the
▇▇▇▇▇▇▇ project in Chile; (b) in respect of TVX, the interest currently held by
TVX in the TVX NA Joint Venture and the co-ownership interests and joint
ventures included therein; and (c) in respect of Echo Bay, none;
"MATERIAL SUBSIDIARY" in respect of a Party, means a Subsidiary of that
Party the total assets of which constituted more than 10% of the consolidated
assets of that Party or the total revenues of which constituted more than 10% of
the consolidated revenues of that Party, in each case as set out either in the
audited annual consolidated financial statements of that Party as at and for the
year ended December 31, 2001 or in the unaudited quarterly consolidated
financial statements of that Party as at and for the three months ended March
31, 2002;
"▇▇▇▇▇/COVE COMPLEX" means the mine and ancillary facilities indirectly
owned by Echo Bay located 30 miles southwest of Battle Mountain, Nevada, U.S.A.;
"▇▇▇▇▇/COVE PURCHASE AGREEMENT" means the agreement entered into between
Echo Bay and Newmont providing for the purchase by Newmont from Echo Bay of the
▇▇▇▇▇/Cove Complex;
"MEETINGS" means the Kinross Meeting, the TVX Meeting and the Echo Bay
Meeting, and "MEETING" means any of them;
"NEWMONT" has the meaning attributed thereto in the recitals;
5
"NEWMONT LOCK-UP AGREEMENT" means the agreement between Newmont and Echo
Bay dated the date hereof and providing, inter alia, that Newmont will continue
to hold the Echo Bay Common Shares held by it until the conclusion of the Echo
Bay Meeting and that it will vote such shares in favour of the participation by
Echo Bay in the Arrangement;
"NEWMONT TVX NA JOINT VENTURE INTEREST" means the indirect interest of
Newmont in the TVX NA Joint Venture, comprising 52,213,000 common shares in the
capital of TVX Newmont Americas (Canada) Inc. held by Newmont Americas Holdings
Limited and 93,943,500 voting preferred shares and 41,239,500 newinco preferred
shares in the capital of TVX Newmont Americas (Cayman) Inc. held by Normandy
Cayman Holdco Inc.;
"PARTIES" means Kinross, TVX and Echo Bay and "PARTY" means any one of
them;
"PERSON" includes an individual, partnership, association, body corporate,
trust, trustee, executor, administrator, legal representative or government,
including any Governmental Entity;
"PLAN OF ARRANGEMENT" means the Plan of Arrangement involving Kinross,
Kinross Subco, TVX and Echo Bay;
"PRE-COMBINATION STEPS" means the steps set out herein which are to be
undertaken by the Parties and their Subsidiaries in advance of the Combination
to give effect thereto and to the other matters set out in this Agreement and
such other steps as are approved by the Parties in writing;
"PUBLIC DISCLOSURE DOCUMENTS" means, with respect to a Party, all publicly
available forms, reports, schedules, statements and other documents filed by a
Party with the SEC or the Canadian Provincial Authorities;
"PURCHASE" means the purchase of the Newmont TVX NA Joint Venture Interest
in exchange for consideration consisting of the payment of U.S.$180,000,000;
"REGULATORY APPROVAL" means any approval, consent, waiver, permit, order or
exemption from any Governmental Entity having jurisdiction or authority over any
Party or any Material Subsidiary or Material Joint Venture Interest of any Party
which is required, necessary or advisable to be obtained in order to permit the
Combination to be effected, and "REGULATORY APPROVALS" means all such approvals,
consents, waivers, permits, orders and exemptions;
"SEC" means the United States Securities and Exchange Commission;
"SUBSIDIARY" means, with respect to a specified body corporate, any body
corporate of which securities carrying more than 50% of the votes that may be
cast to elect directors are at the relevant time owned directly or indirectly by
such specified body corporate and the voting rights carried by such securities
are sufficient, if exercised, to elect a majority of the directors thereof, and
shall include any body corporate, partnership, joint venture or other entity
over which such specified body corporate exercises direction or control or which
is in like relation to a subsidiary; provided, however, in the case of TVX,
"Subsidiary" shall not include the interest of TVX in bodies corporate which
comprise the TVX NA Joint Venture;
"SUPERIOR PROPOSAL" has the meaning ascribed thereto by Section 4.4(1);
"TAXES" means all taxes, however denominated, including any interest,
penalties or other additions that may become payable in respect thereof, imposed
by any Governmental Entity, which taxes shall include, without limiting the
generality of the foregoing, all income or profits taxes (including, but not
limited to, federal income taxes and provincial income taxes), capital taxes,
payroll and employee withholding taxes, employment insurance, social insurance
taxes (including Canada Pension Plan payments), sales and use taxes, goods and
services taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts
taxes, business license taxes, occupation taxes, real and personal property
taxes, stamp taxes, environmental taxes, transfer taxes, workers' compensation,
pension assessment and other governmental charges, royalties, lease and
licensing fees paid to a Governmental Entity, and other obligations of the same
or of a similar nature to any of the foregoing, which a Party or any of its
Subsidiaries is required to pay, withhold or collect;
"TVX COMMON SHARES" means the common shares in the capital of TVX or if the
TVX Share Consolidation is effected after the date hereof, such shares as
consolidated;
"TVX MEETING" means the special meeting of the holders of the TVX Common
Shares called for the purpose of considering and, if thought fit, approving the
Arrangement;
6
"TVX NA JOINT VENTURE AGREEMENTS" means the several agreements dated June
11, 1999 among TVX, Normandy Mining Limited, Normandy Americas Holdings Limited,
TVX Normandy Americas (Canada) Inc., TVX Cayman Inc., Normandy Cayman Holdco
Inc. and TVX Normandy Americas (Cayman) Inc., among others, dealing with, inter
alia, the holding and disposition of the Newmont TVX NA Joint Venture Interest;
"TVX NA JOINT VENTURE" means the business venture formed by TVX and certain
Subsidiaries of Newmont, pursuant to the TVX NA Joint Venture Agreements, to
explore, develop and operate gold properties in North America and South America;
"TVX NA PURCHASE AGREEMENT" means the agreement or agreements dated the
date hereof pursuant to which Newmont or one or more of its Subsidiaries and TVX
or a Subsidiary of TVX will effect the Purchase;
"TVX SHARE CONSOLIDATION" means the consolidation of TVX Common Shares on a
one-for-ten basis which was approved by the shareholders of TVX at its most
recent annual and special meeting of shareholders held on May 16, 2002;
"WARRANT INDENTURE" means the Warrant Indenture dated May 9, 2002 between
Echo Bay and Computershare Trust Company of Canada providing for the issue of
39,100,000 Echo Bay share purchase warrants; and
"U.S. TAX CODE" means the United States Internal Revenue Code of 1986, as
amended.
1.2 INTERPRETATION NOT AFFECTED BY HEADINGS
The division of this Agreement into Articles, Sections, subsections,
paragraphs and Schedules and the insertion of headings are for convenience of
reference only and shall not affect in any way the meaning or interpretation of
this Agreement.
1.3 ARTICLE REFERENCES
Unless the contrary intention appears, references in this Agreement to an
Article, Section, subsection, paragraph or Schedule by number or letter or both
refer to the Article, Section, subsection, paragraph or Schedule, respectively,
bearing that designation in this Agreement.
1.4 NUMBER AND GENDER
In this Agreement, unless the contrary intention appears, words importing
the singular number only shall include the plural and vice-versa, and words
importing the use of any gender shall include all genders.
1.5 DATE FOR ANY ACTION
If the date on which any action is required to be taken hereunder by any of
the Parties is not a Business Day in the place where the action is required to
be taken, such action shall be required to be taken on the next day which is a
Business Day in such place.
1.6 CURRENCY
Unless otherwise stated, all references in this Agreement to sums of money
are expressed in lawful money of Canada.
1.7 SCHEDULES
The Schedules annexed to this Agreement, being:
Schedule 2.1 -- Announcement Press Release
Schedule 4.1 -- Kinross Board of Directors and Chief Executive Officer
respectively, are incorporated by reference into this Agreement and form part
hereof.
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1.8 ACCOUNTING MATTERS
Unless otherwise stated, all accounting terms used in this Agreement shall
have the meanings attributable thereto under GAAP and all determinations of an
accounting nature required to be made shall be made in a manner consistent with
GAAP.
1.9 DISCLOSURE
Where in this Agreement reference is made to disclosure made by a Party,
the reference shall refer and be construed to refer solely to (i) disclosure in
the Party's Public Disclosure Documents or (ii) disclosure made in writing by
the Party to the other Parties, in either case on or prior to the date hereof.
1.10 KNOWLEDGE
In this Agreement, references to "the knowledge of" and similar references
mean the actual knowledge of any of the directors and senior executive officers
of a Party, after reasonable inquiry, and such directors and senior executive
officers shall make such inquiry as is reasonable in the circumstances, except
that in respect of the Material Joint Venture Interests of such Party,
references to "the knowledge of" and similar references mean the actual
knowledge of any of the directors and senior executive officers of such Party
without inquiry of the other participants in, or of those members of the
management or employees who are unrelated to such Party of, any Material Joint
Venture Interest.
ARTICLE 2
THE COMBINATION
2.1 THE COMBINATION
In order to implement the Combination:
(a) the Purchase shall be completed;
(b) each of Kinross, TVX and Echo Bay shall take all necessary steps,
including those set out in Section 4.8, in order to enable it to
participate in and effect the Combination;
(c) each of Kinross, TVX and Echo Bay shall take all necessary action to
call and hold its Meeting to consider and, if thought appropriate,
approve its participation in the Combination; and
(d) if the Kinross Share Issuance and the Arrangement receive the
necessary shareholder approvals:
(i) Kinross shall cause Kinross Subco to amalgamate with TVX to form
Amalco, as a result of which holders of TVX Common Shares will
receive 0.2167 Kinross Shares for each TVX Common Share held (or
0.65 Kinross Common Shares, if the Kinross Share Consolidation is
not approved), and Kinross as the sole shareholder of Kinross
Subco will receive Amalco Common Shares in exchange for shares of
Kinross Subco, on a one-for-one basis; provided that in the event
that the TVX Share Consolidation is effected after the date
hereof, the number of Kinross Shares (or Kinross Common Shares if
the Kinross Share Consolidation is not approved) to be issued to
holders of TVX Common Shares pursuant to the Arrangement shall be
adjusted accordingly; and
(ii) upon the completion of step (i), Echo Bay and Kinross will effect
a share exchange, as a result of which holders of Echo Bay Common
Shares will receive 0.1733 Kinross Shares for each Echo Bay
Common Share held (or 0.52 Kinross Common Shares, if the Kinross
Share Consolidation is not approved).
2.2 EFFECTIVE DATE
The Combination shall be effected on the first Business Day following
fulfillment or waiver of the conditions set forth in Article 5 (or such other
Business Day as soon as practicable thereafter as the Parties may otherwise
agree) (the "Effective Date"). On the Effective Date, the Parties shall take the
following steps in the order specified:
(a) the Purchase shall be completed;
8
(b) Kinross shall file the Articles of Amendment with the Director under
the Business Corporations Act (Ontario) to give effect to the Kinross
Share Consolidation, if the Kinross Share Consolidation has been
approved;
(c) Kinross shall cause Kinross Subco to file the Articles of Arrangement
with the Director under the CBCA to give effect to the Arrangement;
and
(d) the resolution of the shareholders of Kinross electing a new Board of
Directors shall be come effective.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE PARTIES
3.1 REPRESENTATIONS AS TO BOARD APPROVALS
Each Party represents and warrants to the other Parties that:
(a) the special committee or independent committee, if any, formed by the
Board of Directors of such Party to consider the participation by
such Party in the Combination has recommended that such Board of
Directors approve such participation in the Combination on the basis
contemplated herein and has further recommended that such Board of
Directors recommend to the shareholders of such Party that they
approve its participation in the Combination on such basis;
(b) its Board of Directors has determined that:
(i) the Combination is fair to its shareholders and is in the best
interests of such Party; and
(ii) it will recommend to the shareholders of such Party that they
should vote in favour of the Arrangement or, in the case of
Kinross, the Kinross Share Issuance (if such approval is required
under applicable Laws), the Kinross Share Consolidation and the
election as directors of Kinross of the persons set out in
Schedule 4.1; and
(c) in the case of each of TVX and Echo Bay, its special committee or
Board of Directors has received an opinion from its financial advisor
that as of the date of the opinion, the exchange ratio prescribed
herein is fair to the shareholders of such Party from a financial
point of view.
3.2 REPRESENTATION OF KINROSS AND ECHO BAY
Each of Kinross and Echo Bay represents and warrants to the other Parties
that the Kinross Lock-Up Agreement, a true copy of which has been delivered to
each other Party, is in full force and effect as regards Kinross and Echo Bay,
respectively, unamended.
3.3 REPRESENTATIONS OF ECHO BAY
Echo Bay represents and warrants to the other Parties that:
(a) the Newmont Lock-Up Agreement, a true copy of which has been
delivered to each other Party, is in full force and effect as regards
Echo Bay, unamended; and
(b) the ▇▇▇▇▇/Cove Purchase Agreement, a true copy of which has been
delivered to each other Party, is in full force and effect as regards
Echo Bay, unamended.
3.4 REPRESENTATIONS OF TVX
TVX represents and warrants to the other Parties that:
(a) the Beech Lock-Up Agreement, a true copy of which has been delivered
to each other Party, is in full force and effect as regards TVX,
unamended; and
(b) TVX and Newmont (or Subsidiaries thereof) have entered into the TVX
NA Purchase Agreement, a true copy of which has been delivered to
each other Party, and such agreement is in full force and effect as
regards TVX, unamended.
9
3.5 GENERAL REPRESENTATIONS OF THE PARTIES
(1) Each of the Parties hereby represents and warrants to the other Parties
that except as disclosed to the other Parties:
(a) it has filed with the Canadian Provincial Authorities and the SEC all
forms, reports, schedules, statements and other documents required to
be filed by it since December 31, 2000;
(b) since December 31, 2000, its Public Disclosure Documents at the time
filed, except to the extent that such statements have been modified
or superseded by a later Public Disclosure Document, (i) did not
contain any misrepresentation, as defined under applicable securities
Laws and (ii) complied in all material respects with the requirements
of applicable securities Laws;
(c) none of the information supplied or to be supplied by the Party for
inclusion or incorporation by reference in the Joint Information
Circular will, at the date the Joint Information Circular is mailed
to shareholders of Kinross, TVX and Echo Bay, contain any
misrepresentation, as defined under applicable securities Laws, with
respect to such Party;
(d) it has not filed any confidential material change report since
December 31, 2000, which remains confidential;
(e) the Party has the corporate power and authority to enter into this
Agreement and to execute, deliver and perform its obligations under
this Agreement and this Agreement has been duly authorized, executed
and delivered by the Party and constitutes a legal, valid and binding
obligation of the Party enforceable against the Party in accordance
with its terms, subject to bankruptcy, insolvency and other Laws
affecting the rights of creditors generally, the equitable power of
the courts to stay proceedings before them and the execution of
judgements and the qualifications that (i) equitable remedies such as
specific performance and injunction may be granted only in the
discretion of a court of competent jurisdiction, and (ii) rights to
indemnity and contribution may be limited by applicable Law;
(f) the execution and delivery of this Agreement, the consummation by the
Party of the transactions contemplated in this Agreement and
compliance by the Party with the terms of this Agreement do not and
will not result in any violation of the charter or by-laws or similar
documents of the Party or any Subsidiary or Material Joint Venture
Interest or give rise to a right to terminate or accelerate the due
date of any payment due under, or conflict with, violate or result in
the breach of any term or provision of or constitute a default (or
any event which with notice, or lapse of time, or both, would
constitute a default) under, or require consent, approval,
authorization, order or waiver under, or result in the execution or
imposition of any lien, charge or encumbrance upon any properties or
assets of the Party or any of its Subsidiaries or Material Joint
Venture Interests under:
(i) any indenture, mortgage, loan agreement, trust deed, note or other
agreement or instrument to which the Party or any Subsidiary or
Material Joint Venture Interest is a party or by which the Party
or any Subsidiary or Material Joint Venture Interest or any of
their respective properties or businesses is bound or affected, or
any franchise, license or permit,
(ii) any existing applicable Canadian federal statute or regulation or
any statute or regulation of any jurisdiction in which the Party
or any Subsidiary or Material Joint Venture Interest carry on
business,
(iii) any judgement, order or decree of any Government Entity having
jurisdiction over the Party or any Subsidiary or Material Joint
Venture Interest or any of their properties or assets, or
(iv) any statute, rule, or regulation applicable to the Party or any
Subsidiary or Material Joint Venture Interest,
except any consent, approval, permit, authorization, order or filing
which shall have been obtained before the Effective Date and other than
any such conflicts, violations, defaults, rights or liens that
individually or in the aggregate have not had and would not reasonably be
expected to have a Material Adverse Effect;
(g) neither the Party nor any Subsidiary or Material Joint Venture
Interest is in violation of any term or provision of its charter or
by-laws or any agreement, franchise, licence, permit, approval,
consent, judgement, decree, order, statute, rule or regulation, where
the consequences of such violation would have a
10
Material Adverse Effect on the assets, properties, business, results of
operations, prospects or condition, financial or otherwise, of the Party
and its Subsidiaries and Material Joint Venture Interest, taken as a
whole; and
(h) the consolidated financial statements of the Party (including the
notes thereto) included in its Public Disclosure Documents under the
requirements of applicable securities Laws present fairly its
consolidated financial position, its consolidated results of
operations and cash flows and surplus and the other information
purported to be shown therein at the respective dates and for the
respective periods to which they apply; such financial statements
have been prepared in conformity with GAAP or United States generally
accepted accounting principles (except, in the case of unaudited
statements, as permitted by Canadian Provincial Authorities and the
SEC), as applicable, consistently applied throughout the periods
involved (except as may be indicated in the notes thereto), and all
adjustments necessary for a fair presentation of the results for such
periods have been made (subject, in the case of unaudited statements,
to normal year-end audit adjustments).
(2) Each of the Parties hereby represents and warrants to the other Parties
that neither the Party nor any Subsidiary has taken or agreed to take any
action or knows of any fact, agreement, plan or other circumstance that is
reasonably likely to prevent the share exchange effected by the Parties
pursuant to the Arrangement from qualifying for U.S. Federal income tax
purposes as a reorganization within the meaning of Section 368(a) of the
U.S. Tax Code.
(3) Kinross represents and warrants to the other Parties that it is not a
"non-Canadian" within the meaning of the Investment Canada Act (Canada) and
that no application for review and no notification under the Investment
Canada Act (Canada) is required in connection with the Combination.
(4) Each of the Parties acknowledges that each of the other Parties is relying
upon the representations and warranties of such Party in this Agreement in
connection with entering into this Agreement and participating in the
Combination.
(5) Each of TVX and Echo Bay acknowledges that the prospectus to be prepared
and filed with securities regulatory authorities in connection with the
Kinross Financing is required to include certain information about each of
TVX and Echo Bay and that this information will be derived from, or
included in the prospectus by incorporation by reference of, certain Public
Disclosure Documents of those Parties. Each of TVX and Echo Bay
acknowledges that Kinross is relying upon the representation and warranty
of each of TVX and Echo Bay in subsection (1) in connection with the
disclosure made or incorporated into the prospectus concerning each of TVX
and Echo Bay. Each of the Parties acknowledges that its legal counsel may
be requested to provide the underwriters of the Kinross Financing with
comfort that the prospectus prepared in connection with the Kinross
Financing does not offend the prohibition in Rule 10b-5 of the United
States Securities Exchange Act of 1934, as amended.
3.6 INVESTIGATION
Any investigation by a Party and its advisors shall not mitigate, diminish
or affect the representations and warranties given to such Party by the other
Parties pursuant to this Agreement.
3.7 SURVIVAL OF REPRESENTATIONS AND WARRANTIES
The representations and warranties of each of the Parties contained in this
Agreement shall not survive the completion of the Combination and shall expire
and be terminated and extinguished at the Effective Date.
ARTICLE 4
COVENANTS
4.1 KINROSS BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFER
The Parties agree that it is their intention that the Chairman and the
other members of the Board of Directors, and the Chief Executive Officer, of
Kinross as of and immediately after the Effective Date shall be the individuals
named in Schedule 4.1. Kinross covenants and agrees that at the Kinross Meeting
the holders of the Kinross Common Shares will be requested to consider and, if
thought fit, to elect as directors of Kinross the individuals named in Schedule
4.1 to hold office from and after the Effective Date until their successors have
been duly elected or appointed.
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4.2 CONSULTATION
Subject to Section 4.8(c), the Parties agree to consult with each other
before issuing any press release or otherwise making any public statement with
respect to this Agreement or the Combination and in making any filings with any
Governmental Entity, including any filing with any securities administrator or
stock exchange with respect thereto. Each Party shall use reasonable commercial
efforts to provide the other Parties with an opportunity to review and comment
on all such press releases and filings prior to the release thereof.
4.3 MUTUAL COVENANTS
Each of the Parties covenants and agrees, to the extent it is within its
control (including, without limitation, in respect of any of its Material Joint
Venture Interests in each case only to the extent that such Party has the power
to do so with respect to each such Material Joint Venture Interest), that,
except (i) as disclosed by the Party, or (ii) with the prior written consent of
the other Parties, which consent shall not be unreasonably withheld, or (iii) as
contemplated in this Agreement or the Combination or in connection with
effecting any Pre-Combination Steps, the Kinross Financing, or the Kinross
Placer Joint Venture, until the Effective Date or the day upon which this
Agreement is terminated pursuant to Article 8, whichever is earlier:
(a) it shall, and shall cause each of its Subsidiaries and Material Joint
Venture Interests to, conduct its and their respective businesses
only in, and not take any action except in, the usual, ordinary and
regular course of business and consistent with past practice;
(b) except as may be required to give effect to any court order or
arbitral award, it shall not directly or indirectly do or permit to
occur any of the following:
(i) issue, sell, pledge, lease, dispose of, encumber or agree to
issue, sell, pledge, lease, dispose of or encumber (or permit any
of its Material Subsidiaries or Material Joint Venture Interests
to issue, sell, pledge, lease, dispose of, encumber or agree to
issue, sell, pledge, lease, dispose of or encumber):
1. any shares of or units in, or any options, warrants, calls,
conversion privileges or rights of any kind to acquire any
shares of or units in it or any of its Material Subsidiaries
or Material Joint Venture Interests, other than pursuant to
the exercise of stock options, warrants or conversion or
exchange rights attaching to securities which are currently
outstanding (including for greater certainty the Kinross 5.5%
Convertible Unsecured Subordinated Debentures issued December
5, 1996) or under existing share issuance or grant plans or
stock options issued consistent with past practices and share
issuances in respect thereof; or
2. except in the usual, ordinary and regular course of business
and consistent with past practice, any Material assets of it
or any of its Material Subsidiaries or Material Joint Venture
Interests;
(ii) except for the TVX Share Consolidation, amend or propose to amend
its articles or by-laws or those (or the equivalent charter
documents) of any of its Material Subsidiaries or the joint
venture, partnership, management, operating or similar agreements
or similar documents in respect of any of its Material Joint
Venture Interests;
(iii) except for the TVX Share Consolidation, split, combine or
reclassify any of its outstanding shares, or declare, set aside
or pay any dividend or other distribution payable in cash, stock,
property or otherwise with respect to its shares (other than
dividends or distributions made by a wholly-owned Subsidiary to a
Party or to a wholly-owned Subsidiary of that Party or regular
quarterly dividends in respect of its common shares, in amounts
consistent with past practice, and, in the case of Kinross,
dividends provided for pursuant to the provisions of its
preferred shares);
(iv) redeem, purchase or offer to purchase, or permit any of its
Subsidiaries to redeem, purchase or offer to purchase, any shares
or other securities of it or any of its Material Subsidiaries,
unless otherwise required by the terms of such securities as in
effect on the date hereof; provided however that Kinross shall not
be precluded from redeeming its 5.5% Convertible Unsecured
Subordinated Debentures issued December 5, 1996;
12
(v) except for internal reorganizations, amalgamations or mergers
involving it and/or any of its direct or indirect wholly-owned
Subsidiaries, reorganize, amalgamate or merge it or any of its
Material Subsidiaries with any other Person;
(vi) acquire or agree to acquire any Person, or acquire or agree to
acquire any assets, which in each case are individually or in the
aggregate Material, or permit any of its Subsidiaries or Material
Joint Venture Interests to do any of the foregoing;
(vii) (1) satisfy or settle any claims or liabilities which are
individually or in the aggregate Material, except such as have
been reserved against in its most recent audited annual
consolidated financial statements delivered to the other Parties;
(2) relinquish any contractual rights which are individually or in
the aggregate Material; (3) enter into any interest rate, currency
or commodity swaps, ▇▇▇▇▇▇ or other similar financial instruments
which individually or in the aggregate are Material; or (4) permit
any of its Subsidiaries or Material Joint Venture Interests to do
any of the foregoing; or
(viii) except for the purpose of the renewal of or the replacement of
existing credit facilities, incur or commit to provide
guarantees, incur any indebtedness for borrowed money or issue
any amount of debt securities, in each case which are
individually or in the aggregate Material, or permit any of its
Subsidiaries or Material Joint Venture Interests to do any of the
foregoing;
(c) it shall not, and shall cause each of its Material Subsidiaries and
Material Joint Venture Interests to not:
(i) except in the usual, ordinary and regular course of business and
consistent with past practice or as required pursuant to existing
Benefit Plans, enter into or modify any such Benefit Plans, or
grant any bonuses, salary increases, stock options, pension or
supplemental pension benefits, profit sharing, retirement
allowances, deferred or other compensation, incentive
compensation, severance or termination pay to, or make any loan
to, any of its directors, officers, employees, consultants,
contractors or agents; and
(ii) except as set forth in the capital budgets of the Party or its
Material Subsidiaries or Material Joint Venture Interests that
have been approved by such Party's Board of Directors, or where
such Board of Directors determines, acting reasonably and after
giving appropriate consideration to the effect on the other
Parties hereto and on the transactions contemplated hereby, that
it is in the best interests and necessary course of business of
such Party and its Material Subsidiaries and Material Joint
Venture Interests, taken as a whole, that it so reallocate or
incur or commit to such capital expenditures without obtaining
the written consent of the other Parties, reallocate capital
expenditures among categories within such budgets, or incur or
commit to capital expenditures, prior to the Effective Date,
individually or in the aggregate exceeding U.S.$10,000,000;
(d) it shall use its reasonable commercial efforts to cause its current
insurance policies and those of its Material Subsidiaries and
Material Joint Venture Interests, including directors' and officers'
insurance or re-insurance policies, not to be cancelled or terminated
or any of the coverage thereunder to lapse, unless simultaneously
with such termination, cancellation or lapse, replacement policies
underwritten by insurance and re-insurance companies of nationally
recognized standing providing coverage equal to or greater than the
coverage under the cancelled, terminated or lapsed policies for
substantially similar premiums or premiums consistent with then
current industry premium experience are in full force and effect;
provided that nothing in this Section shall limit:
(i) the Parties' ability to purchase and maintain six year run-off
directors' and officers' insurance for the benefit of its
directors and officers and those of its Subsidiaries or Material
Joint Venture Interests; and
(ii) Kinross' obligations pursuant to Section 4.9(2)(b);
(e) it shall:
(i) use its reasonable commercial efforts, and cause each of its
Material Subsidiaries and Material Joint Venture Interests to use
its reasonable commercial efforts, to preserve intact its business
organizations and goodwill, to keep available the services of its
officers and employees as a group and to maintain
13
existing relationships with suppliers, consultants, joint venture
participants, partners, professional advisors, agents, distributors,
customers, Governmental Entities and others having business
relationships with it, its Material Subsidiaries and its Material
Joint Venture Interests;
(ii) not take any action, or permit any of its Subsidiaries or
Material Joint Venture Interests to take any action, that would
or reasonably may be expected to render (1) any representation or
warranty made by it in this Agreement that is qualified as to
materiality untrue or (2) any of such representations and
warranties that are not so qualified untrue in any Material
respect; and
(iii) to the extent it has knowledge thereof, promptly notify the other
Parties of (1) any Material Adverse Change, or any change which
could reasonably be expected to become a Material Adverse Change,
and (2) any Governmental Entity or third party complaints,
investigations or hearings (or communications indicating that the
same may be contemplated) which are Material;
(f) it shall not, and shall cause each of its Subsidiaries and Material
Joint Venture Interests not to, settle or compromise any claim
brought by any present, former or purported holder of any of its
securities in connection with the transactions contemplated by this
Agreement or the Combination prior to the Effective Date;
(g) except in the usual, ordinary and regular course of business and
consistent with past practice, or except as required by applicable
Laws, it shall not, and shall cause each of its Subsidiaries and
Material Joint Venture Interests not to, enter into or modify any
contract, agreement, commitment or arrangement which new contract or
series of related new contracts or modification to an existing
contract or series of related existing contracts would be Material to
that Party or would have a Material Adverse Effect;
(h) it shall not, and shall not permit any of its Subsidiaries or
Material Joint Venture Interests to, take any action, or permit any
action to be taken on its behalf, and it shall, and shall cause its
Subsidiaries or Material Joint Venture Interests to, refrain from
taking any action which, in either case, if taken, would be
inconsistent with this Agreement or which would interfere with or be
inconsistent with or would reasonably be expected to significantly
impede the completion of the Combination or any of the transactions
contemplated hereby;
(i) to the extent it has knowledge thereof, it shall, in all Material
respects, conduct itself so as to keep the other Parties fully
informed as to the Material decisions or actions made or required to
be made with respect to the operation of its business and that of its
Material Subsidiaries and Material Joint Venture Interests, provided
that such disclosure is not otherwise prohibited by reason of a
confidentiality obligation owed to a third party for which a waiver
could not reasonably be obtained and provided further that no such
disclosure is required in respect to competitively sensitive
information relating to properties, areas or projects where the
Parties are competitors;
(j) it shall cause its nominees on the board of directors or management
or operating committee of each Material Joint Venture Interest,
subject to fulfilment of the fiduciary duties to which any such
nominee is subject, applicable Law and any existing contractual
obligations, to perform such acts and to do such other things
consistent with the foregoing as if they applied to the Material
Joint Venture Interest;
(k) it shall use its reasonable commercial efforts to conduct its affairs
and those of its Material Subsidiaries and Material Joint Venture
Interests so that all of its representations and warranties contained
herein shall be true and correct in all Material respects on and as
of the Effective Date as if made thereon (except to the extent that
any such representations and warranties speak as of an earlier date
or except as affected by transactions contemplated or permitted by
this Agreement or except for any failures or breaches of
representations and warranties which individually or in the aggregate
would not have a Material Adverse Effect on the Party or materially
impede the completion of the Combination or the other transactions
contemplated hereby); and
(l) it shall not make any change to existing accounting practices, except
as the regular, independent auditors advise in writing are required
by applicable Laws, GAAP or United States generally accepted
accounting principles, as applicable, or write up, down or off the
book value of any assets in an amount that in the
14
aggregate would exceed $1,000,000, except where required for
compliance with GAAP or United States generally accepted accounting
principles, as applicable.
Notwithstanding the foregoing provisions of Sections 4.3(b)(vi) and (vii)
and Section 4.3(c)(ii), where a Party is obliged to approve a budget, operating
plan or other business plan (or an amendment thereto) for a Material Joint
Venture Interest in circumstances where it is subject to confidentiality
obligations which preclude it from disclosing the subject matter of such budget
or plan (or amendment) to the other Parties and where it is therefore
effectively precluded from seeking the consent of the other Parties thereto,
such Party shall be entitled to give or refrain from giving such approval
without obtaining the prior written consent of the other Parties as long as it
has concluded, acting reasonably, that the approval given by it is in the best
interests of such Material Joint Venture Interest.
4.4 MUTUAL COVENANTS REGARDING NON-SOLICITATION
(1) No Party shall, or shall permit any of its Subsidiaries or Material Joint
Venture Interests (to the extent that such Party has the power to do so
with respect to its Material Joint Venture Interests) to, directly or
indirectly, through any officer, director, employee, advisor,
representative or agent, solicit, initiate, facilitate or knowingly
encourage (including by way of furnishing information or entering into any
form of agreement, arrangement or understanding) the initiation of an
Acquisition Proposal; provided, however, that nothing contained in this
Section or the other provisions of this Agreement shall prevent the Board
of Directors of any Party which receives an unsolicited bona fide
Acquisition Proposal in respect of that Party, from considering,
negotiating, approving or recommending to its shareholders an Acquisition
Proposal:
(a) in respect of which any required financing has been demonstrated to
the satisfaction of the Board of Directors of the Party subject to
the Acquisition Proposal, acting in good faith, to be reasonably
likely to be obtained;
(b) which is not subject to a due diligence access condition which allows
access to the books, records and personnel of the Party subject to
the Acquisition Proposal or any of its Material Subsidiaries or
Material Joint Venture Interests or their representatives beyond 5:00
p.m. (Eastern Time) on the tenth Business Day after which access is
afforded to the Person making the Acquisition Proposal (provided,
however, that the foregoing shall not restrict the ability of such
Person to continue to review information properly provided to such
Person);
(c) in respect of which the Board of Directors of the Party subject to
the Acquisition Proposal receives an opinion of counsel, that is
reflected in the minutes of such Board of Directors, that it is
required to consider the Acquisition Proposal in order to discharge
properly its fiduciary duties; and
(d) which the Board of Directors of the Party subject to the Acquisition
Proposal determines in good faith, after consultation with its
financial advisors, would, if consummated in accordance with its
terms (but not assuming away any risk of non-completion), result in a
transaction (1) more favourable to its shareholders than the
Combination, (2) having consideration with a value greater than the
value of the consideration provided by the Combination, and (3) is
reasonably capable of being completed within a reasonable period of
time (any such Acquisition Proposal being referred to herein as a
"Superior Proposal").
(2) Subject to the ability of the Party to carry on business in accordance with
Section 4.3, each Party shall immediately cease and cause to be terminated
any existing discussions or negotiations with any party (other than the
other Parties) with respect to any potential Acquisition Proposal. Each
Party agrees not to release any third party from any confidentiality
agreement to which such third party is a party. Each Party further agrees
not to waive the operation of, or release any third party from, any
standstill agreement or provision to which such third party is a party
unless concurrently therewith such third party makes a Superior Proposal.
Each Party shall immediately request the return or destruction of all
information provided to any third party which, at any time since January 1,
2001, has entered into a confidentiality agreement with such Party relating
to an Acquisition Proposal and shall use all reasonable commercial efforts
to ensure that such requests are honoured.
(3) Each Party shall promptly notify the other Parties orally and in writing of
any Acquisition Proposal of which a director or officer of the Party or a
Material Subsidiary hereafter becomes aware, or any amendment to the
foregoing, or any request for non-public information relating to a Party or
any of its Material Subsidiaries or Material Joint Venture Interests, as
the case may be, in connection with such an Acquisition Proposal or for
access
15
to the properties, books or records of such Party or any Material
Subsidiary or Material Joint Venture Interests, by any Person that informs
such Party or such Material Subsidiary that it is considering making, or
has made, an Acquisition Proposal. Such written notice shall include a copy
of any such written Acquisition Proposal and all amendments thereto.
(4) If any Party receives a request for material non-public information from a
Person who makes a bona fide Acquisition Proposal and the Board of
Directors of such Party determines that such proposal, if consummated,
would be a Superior Proposal pursuant to subsection (1), assuming the
satisfactory outcome of a due diligence condition which conforms to clause
(1)(b), then, and only in such case, the Board of Directors of such Party
may, subject to the execution by such Person of a confidentiality agreement
containing standstill provisions substantially the same as those contained
in the Confidentiality Agreement, provide such Person with access in
accordance with subsection (1) to information regarding such Party, acting
reasonably; provided, however, that the Person making the Acquisition
Proposal shall not be precluded thereunder from making the Acquisition
Proposal, and provided further that such Party sends a copy of any such
confidentiality agreement to each other Party immediately upon its
execution and each other Party is immediately provided with a list and,
upon request, copies of all information provided to such Person not
previously provided to such other Party and is immediately provided with
access to information similar to that which was provided to such Person.
(5) Each Party shall ensure that its officers, directors and employees and
those of its Material Subsidiaries and any financial, legal or other
advisors or representatives retained by each Party are aware of the
provisions of this Section, and such Party shall be responsible for any
breach of this Section by its financial, legal or other advisors or
representatives.
4.5 NOTICE OF SUPERIOR PROPOSAL DETERMINATION
(1) No Party shall accept, approve, recommend or enter into any agreement,
arrangement or understanding to implement a Superior Proposal (other than a
confidentiality agreement) without:
(a) complying fully with the provisions of Section 4.4;
(b) providing to each other Party (i) written notice that the Board of
Directors of such Party has determined that it has received and is
prepared to accept a Superior Proposal, and (ii) a copy of any
agreement in respect of such Superior Proposal as executed by the
Person making the Superior Proposal, in each case as soon as possible
but in any event not less than five Business Days prior to acceptance
of the Superior Proposal by the Board of Directors of such Party;
(c) if such five Business Day period would not terminate on or before the
date fixed for such Party's Meeting, such Party shall either adjourn
its Meeting to a date that is not less than two nor more than five
Business Days after the expiration of the five Business Day period or
obtain the waiver of each of the other Parties of the obligation to
do so;
(d) providing each other Party with an opportunity (but not the
obligation), before the expiration of such five Business Day period,
to propose to amend this Agreement to provide for consideration
having a value and financial and other terms equivalent to or more
favourable to the shareholders of such Party than those contained in
such Superior Proposal with the result that the Superior Proposal
would cease to be a Superior Proposal; and
(e) terminating this Agreement pursuant to Section 8.1(e).
(2) In the event that the other Parties agree to amend this Agreement in the
manner described in clause (d), but otherwise on terms substantially the
same as the terms of this Agreement, the Board of Directors of such Party
shall consider the terms of the amendment, and if it concludes the Superior
Proposal is no longer a Superior Proposal such Party shall not implement
the proposed Superior Proposal and may not terminate this Agreement
pursuant to Section 8.1(e), and shall agree to the amendments to this
Agreement.
(3) In the event that the other Parties do not agree to amend this Agreement as
contemplated by subsection (2) and immediately prior to the termination of
this Agreement such Superior Proposal constitutes a Superior Proposal in
comparison with the terms hereof or of any proposal made by the Parties to
amend this Agreement, such Party
16
may terminate this Agreement in accordance with Section 8.1(e) and
thereafter may enter into an agreement in order to implement the Superior
Proposal.
(4) The provision of information by one Party to another Party or other Parties
hereunder shall be "Proprietary Information" as defined in, and shall be
governed by and subject to the terms and conditions of, the provisions of
the Confidentiality Agreement.
4.6 ACCESS TO INFORMATION AND CONFIDENTIALITY
Subject to the provisions of the Confidentiality Agreement and applicable
Laws and subject to obtaining any required third party consents, upon reasonable
notice, each Party shall (and shall cause each of its Subsidiaries to) afford
the other Parties' officers, employees, legal counsel, financial advisors,
accountants and other authorized representatives and advisors access, during
normal business hours from the date hereof and until the earlier of the
Effective Date and the termination of this Agreement, to its properties, books,
contracts and records as well as to its management personnel, and during such
period each Party shall (and shall cause each of its Subsidiaries to) furnish
promptly to the other Parties all material filings with Governmental Entities
and all material information concerning its business, properties and personnel
as the other Parties may reasonably request. Each Party acknowledges and agrees
that all information furnished pursuant to the provisions of this Section shall
be "Proprietary Information" as defined in, and shall be subject to, the
provisions of the Confidentiality Agreement.
4.7 MUTUAL STANDSTILL PROVISIONS
Except as contemplated by this Agreement, prior to the Effective Date, no
Party will, or will permit any of its Subsidiaries to:
(a) acquire, directly or indirectly, by purchase or otherwise, any voting
securities or securities convertible into or exchangeable for voting
securities, or direct or indirect rights or options to acquire any
voting securities, of another Party hereto;
(b) make, or in any way participate, directly or indirectly, in any
solicitation of proxies to vote, or seek to advise or influence any
other Person or entity with respect to the voting of, any voting
securities of another Party hereto;
(c) otherwise act, either alone or jointly or in concert with any other
Person, to seek to control the management, Board of Directors or
policies of another Party hereto; or
(d) discuss with any other Person any proposal with respect to another
Party hereto, that involves or would involve any of the foregoing;
without that other Party's prior express written consent. A Party's (the "first
mentioned Party") obligations with respect to another Party to this Agreement
(the "second mentioned Party") under the provisions of this Section shall
terminate immediately upon the earliest of:
(1) 12 months from the date on which this Agreement is first executed;
(2) the date on which the Board of Directors of the second mentioned Party
(i) has withdrawn or changed any of its recommendations or determinations
referred to in Section 3.1 in a manner materially adverse to the
other Parties or which would materially impede the completion of the
Combination or shall have resolved to do so for any reason other
than:
(a) a breach by the first mentioned Party of any of its
representations, warranties or covenants herein contained in any
Material respect or the occurrence of a Material Adverse Change
with respect to the first mentioned Party; or
(b) a withdrawal or change resulting solely because the financial
advisor to such Party has withdrawn or adversely amended its
opinion referred to in Section 3.1(c);
(ii) has agreed to a Superior Proposal with a third party; or
(iii) has agreed to support such a transaction; and
17
(3) the date on which a bona fide Acquisition Proposal is publicly announced,
proposed, offered or made to the shareholders of the second mentioned
Party.
For greater certainty, the entering into by Kinross and Echo Bay of the Kinross
Lock-Up Agreement, the entering into by Echo Bay of the Newmont Lock-Up
Agreement and the ▇▇▇▇▇/Cove Purchase Agreement, the entering into by TVX of the
Beech Lock-Up Agreement and the TVX NA Purchase Agreement, the exercise by TVX
of its rights pursuant to the TVX NA Joint Venture Agreements, the transactions
contemplated hereby and the participation by each of the Parties in the
solicitation of proxies in respect of any of the Meetings in favour of the
Combination is expressly agreed to by each of the Parties.
4.8 COVENANTS IN RESPECT OF THE COMBINATION
Each Party covenants and agrees that, except as otherwise contemplated in
this Agreement, until the earlier of the Effective Date and the date upon which
this Agreement is terminated, it will:
(a) in a timely and expeditious manner, take all necessary actions in
order to enable it to participate in the Combination and use all
commercially reasonable efforts to satisfy (or cause the satisfaction
of) the conditions precedent to its obligations hereunder as set forth
in Article 5 to the extent the same are within its control; take, or
cause to be taken, all other actions and do, or cause to be done, all
other things necessary, proper or advisable under all applicable Laws
to complete the Combination, including using its commercially
reasonable efforts to:
(i) obtain all necessary waivers, consents and approvals required to
be obtained by it from other parties to loan agreements, joint
venture agreements, partnership agreements, leases, licences and
other contracts;
(ii) make or co-operate as necessary in the making of all necessary
filings and applications under all applicable Laws required in
connection with the transactions contemplated hereby and obtain
all necessary consents, approvals and authorizations as are
required to be obtained by it under any applicable Laws including
the Regulatory Approvals;
(iii) effect all necessary registrations, filings, applications and
submissions of information requested by Governmental Entities
required to be effected by it in connection with the Combination
and, if necessary, participate and appear in any proceedings of
any Party before or by any Governmental Entity;
(iv) oppose, lift or rescind any injunction or restraining order or
other order or action seeking to stop, or otherwise adversely
affecting the ability of the Parties to consummate, the
transactions contemplated hereby or by the Combination; and
(v) co-operate with each of the other Parties in connection with the
performance by it of its obligations hereunder; and
(vi) cause the share exchange effected by the Parties pursuant to the
Arrangement to qualify as one or more reorganizations described in
Section 368(a) of the U.S. Tax Code and not take actions or cause
actions to be taken that could reasonably be expected to
disqualify the share exchange effected by the Party pursuant to
the Arrangement as a reorganization under the provisions of
Section 368(a) of the U.S. Tax Code;
(b) in the case of Kinross, cause the organization of Kinross Subco and
subscribe for common shares in the capital of Kinross Subco, which
shares shall be the sole issued and outstanding shares in the capital
of Kinross Subco from the date of issue to the Effective Date;
(c) issue jointly with the other Parties the Announcement Press Release
as soon as practicable, which release is in a form acceptable to all
Parties, and file a copy of the Announcement Press Release, a
material change report and any other documents with applicable
regulatory authorities as required;
(d) in the case of Kinross, cause Kinross Subco to notify the Director
under the CBCA of and apply for the Interim Order and in the case of
each of TVX and Echo Bay, join in such application;
18
(e) assist and co-operate in the preparation and filing with all
applicable securities commissions or similar securities regulatory
authorities of Canada and the United States of all necessary
applications to seek exemptions, if required, from the prospectus,
registration and other requirements of the applicable securities Laws
of Canada and any province or territory thereof and the United States
and any state thereof for the calling of the Meetings, the Kinross
Financing, the issue by Kinross of Kinross Shares in exchange for the
Kinross Common Shares (if applicable), the TVX Common Shares and the
Echo Bay Common Shares pursuant to the Combination and the resale of
such Kinross Shares (other than by control Persons and subject to
requirements of general application);
(f) in a timely and expeditious manner:
(i) prepare, in consultation with the other Parties, and file the
Joint Information Circular with respect to the Meetings in all
jurisdictions where the same is required to be filed and mail the
same in accordance with the requirements of all applicable Laws
and as specified by the Interim Order, in all jurisdictions where
the same is required, complying in all material respects with all
applicable Laws in effect on the date of mailing thereof and not
containing any misrepresentation, as defined under such applicable
Laws, with respect to such Party, its Material Subsidiaries and
its Material Joint Venture Interests, taken as a whole;
(ii) convene its Meeting;
(iii) provide notice to each of the other Parties of its Meeting and
allow representatives of the other Parties to attend its Meeting;
and
(iv) hold and conduct its Meeting in accordance with the articles and
by-laws of the Party and any instrument governing such Meeting, as
applicable, and as otherwise required by applicable Laws and as
specified by the Interim Order;
(g) in a timely and expeditious manner, prepare, in consultation with the
other Parties, and file any amendments or supplements to the Joint
Information Circular with respect to the Meetings which are mutually
agreed or otherwise required by applicable Laws in all jurisdictions
where the same are required to be filed and mail the same in
accordance with the requirements of all applicable Laws and as
specified by the Interim Order, complying in all material respects
with all applicable Laws in effect on the date of mailing thereof;
(h) in the case of Kinross, in a timely and expeditious manner, take all
steps necessary or advisable in order to obtain the listing on The
Toronto Stock Exchange and on the American Stock Exchange, and to use
its best efforts to obtain the listing of the Kinross Shares on the
New York Stock Exchange, of the Kinross Shares issued or to be issued
on or in respect of the completion of the Combination;
(i) except for executed forms of proxy and other non-substantive
communications, furnish promptly to the other Parties a copy of each
notice, report, schedule or other document or communication
delivered, filed or received by, to, with or from (as applicable) the
Party under applicable Laws or otherwise, and any reports of dealings
with, regulatory agencies or other Governmental Entities, in
connection with the Combination or any of the transactions
contemplated hereby;
(j) in the case of Kinross, subject to the approval of the Arrangement in
accordance with the provisions of the Interim Order at the TVX
Meeting and at the Echo Bay Meeting, cause Kinross Subco to forthwith
proceed with and diligently prosecute an application for the Final
Order and in the case of TVX and Echo Bay, join in such application;
(k) in the case of Kinross, subject to the approval of the Kinross Share
Consolidation at the Kinross Meeting, file the Articles of Amendment
with the Director under the Business Corporations Act (Ontario);
(l) in the case of Kinross, cause Kinross Subco forthwith to carry out
the terms of the Interim Order and the Final Order and, subject to
the receipt of the Final Order and the satisfaction of any applicable
conditions precedent, cause Kinross Subco to file the Articles of
Arrangement with the Director under the CBCA in order for the
Arrangement to become effective;
(m) in the case of TVX and Echo Bay, carry out the terms of the Interim
Order and the Final Order and, subject to the receipt of the Final
Order and the satisfaction of any applicable conditions precedent,
join with
19
Kinross Subco in the filing of the Articles of Arrangement with the
Director under the CBCA in order for the Arrangement to become
effective;
(n) in the case of Kinross and TVX, cause the Purchase to be completed;
and
(o) in the case of Kinross, as soon as practicable after the Effective
Date, provide or cause to be provided certificates representing the
appropriate number of Kinross Shares to the former holders of the
Kinross Common Shares (if the Kinross Share Consolidation is
approved) and to the former holders of the Echo Bay Common Shares and
of the TVX Common Shares. Fractions of Kinross Shares shall not be
issued, but in lieu thereof Kinross shall pay to each Person who
would otherwise receive fractional Kinross Shares an amount
determined by reference to the volume weighted average price of
Kinross Shares on The Toronto Stock Exchange on the first five
trading days on which such shares trade on such exchange following
the Effective Date.
4.9 FURTHER COVENANTS OF KINROSS
(1) Kinross covenants and agrees that, on the date of the filing of the Joint
Information Circular with the SEC and on the Effective Date, it shall
execute and deliver a customary letter of representation to each of Echo
Bay and TVX in form and substance satisfactory to Echo Bay and to TVX,
respectively, acting reasonably, which representation letters may be
provided by Echo Bay and TVX to their respective U.S. counsel in connection
with the opinions being requested of such counsel to the effect that the
share exchange effected by Kinross with the shareholders of each of Echo
Bay and TVX pursuant to the Arrangement will not cause recognition of
income or gain by Echo Bay or the U.S. shareholders of Echo Bay or by TVX
or the U.S. shareholders of TVX, as the case may be.
(2) Kinross covenants and agrees that, as of the Effective Date and following
the completion of the Combination:
(a) it shall have and maintain in force directors' and officers'
insurance or reinsurance policies in respect of the directors and
officers of Kinross and its Subsidiaries providing coverage
substantially similar in all material respects to the coverage
provided by the directors' and officers' insurance or reinsurance
policies maintained by Kinross;
(b) except to the extent that the Parties have purchased such insurance,
and to the extent possible, it shall have and maintain six year
run-off directors' and officers' insurance policies for the benefit
of each individual who ceases to be a director or officer of a Party
or a Subsidiary or a Material Joint Venture Interest by reason of or
on the implementation of the Combination; and
(c) it shall execute a supplemental indenture by which it assumes Echo
Bay's due and punctual performance and observance of each covenant
and condition of the Warrant Indenture in accordance with its terms
and shall take all corporate action necessary to reserve for issuance
a sufficient number of Kinross Shares for delivery upon exercise of
the warrants referred to therein.
4.10 FURTHER COVENANTS OF KINROSS, ECHO BAY AND TVX
Each of Kinross, in respect of the Kinross Lock-Up Agreement, Echo Bay, in
respect of the Kinross Lock-Up Agreement, the ▇▇▇▇▇/Cove Purchase Agreement and
the Newmont Lock-Up Agreement and TVX, in respect of the Beech Lock-Up Agreement
and the TVX NA Purchase Agreement, covenants and agrees with the other Parties
that it will not amend or permit the amendment of the terms of the relevant
agreement and it will enforce and not vary or waive any of the terms of the
relevant agreement without, in each case, the prior written consent of the other
Parties.
4.11 STOCK OPTIONS
(1) As soon as practicable following the date of this Agreement, the Board of
Directors of TVX and the Board of Directors of Echo Bay, as applicable (or,
if appropriate, any committee administering the option plans of TVX or Echo
Bay, as applicable), shall adopt such resolutions or take such other
actions (including, without limitation, amending such plans by resolution
or court order) as may be required to effect the following:
(a) adjust the terms of all outstanding stock options granted by TVX and
Echo Bay, as applicable, and the terms of the stock option plans of
TVX and Echo Bay, as applicable, to provide that, at the Combination,
each stock option granted by TVX or Echo Bay, as applicable,
outstanding immediately prior to the Combination
20
shall be deemed to constitute an option to acquire, on substantially
identical terms and conditions as were applicable under such stock
option, the same number of Kinross Shares as the holder of such stock
option would have been entitled to receive pursuant to the Combination
had such holder exercised such stock option in full immediately prior to
the Combination, at a price per share equal to (i) the aggregate
exercise price for the TVX Common Shares or Echo Bay Common Shares, as
applicable, otherwise purchasable pursuant to such stock option divided
by (ii) the number of Kinross Shares deemed purchasable pursuant to such
stock option; and
(b) make such other changes to the stock option plans of TVX and Echo
Bay, as applicable, and stock options awarded thereunder, as
applicable, as they deem appropriate to give effect to the
Combination.
(2) On the Effective Date, subject to obtaining any shareholder approval
required by applicable Laws for the Kinross Share Issuance described in
paragraph (b) of that definition, Kinross shall be deemed to assume, and
shall thereafter comply with the terms of, the stock option plans of TVX
and Echo Bay. As soon as practicable after the Combination, Kinross shall
deliver to the holders of stock options issued by TVX or Echo Bay, as
applicable, appropriate notices setting forth such holders' rights pursuant
to the respective stock option plans, and the agreements evidencing the
grants of such stock options shall continue in effect on the same terms and
conditions (subject to the adjustments required by this Section after
giving effect to the Combination). Kinross shall recognize service with TVX
or Echo Bay, as the case may be, or their respective Subsidiaries for all
purposes of the stock options and stock option plans assumed in accordance
with this Section.
(3) Kinross shall take all corporate action necessary, including seeking any
required shareholder approval required by applicable Laws for the Kinross
Share Issuance described in paragraph (b) of that definition, to reserve
for issuance a sufficient number of Kinross Shares for delivery upon
exercise of the stock options issued by TVX or Echo Bay, as applicable,
assumed in accordance with this Section.
(4) Kinross shall prepare and file with the Canadian Provincial Authorities,
the SEC and the stock exchanges on which the Kinross Shares are listed, all
necessary reports, applications, registration statements, prospectuses or
other documents required in order to permit the issuance of Kinross Shares
upon exercise of stock options issued by TVX or Echo Bay and the free and
unrestricted transferability of such Kinross Shares after such issuance.
4.12 EMPLOYEE MATTERS
(1) For a period of one year after the Effective Date, Kinross shall, or shall
cause its Subsidiaries to, provide benefits to those persons who are
employees of Echo Bay and its Subsidiaries ("Echo Bay Employees") and those
persons who are employees of TVX, the TVX NA Joint Venture and TVX's
Subsidiaries ("TVX Employees") immediately prior to the Combination and who
continue to be employees of Kinross, TVX, Echo Bay or their Subsidiaries or
Material Joint Venture Interests following the Effective Date (a) that are
comparable in the aggregate to those provided to such employees under the
Benefit Plans of Echo Bay and its Subsidiaries (other than benefits
providing for the issuance of Echo Bay Common Shares or based on the value
of Echo Bay Common Shares) ("Echo Bay Benefit Plans") and the Benefit Plans
of TVX and its Subsidiaries (other than benefits providing for the issuance
of TVX Common Shares or based on the value of TVX Common Shares) ("TVX
Benefit Plans"), as applicable, at the benefit levels in effect as of the
date of this Agreement and (b) with respect to Benefit Plans providing for
the issuance of Kinross Shares or that are based on the value of Kinross
Shares, that are comparable in the aggregate to those provided to similarly
situated employees of Kinross and its Subsidiaries.
(2) For a period of one year after the Effective Date (or for the length of
time required by an applicable individual agreement in effect as of the
date of this Agreement, if different), Kinross shall, and shall cause its
Subsidiaries to, honour in accordance with their respective terms (as in
effect on the date of this Agreement) all TVX and Echo Bay employment,
severance, change of control and termination agreements, plans and policies
which have been disclosed to Kinross.
(3) With respect to any Benefit Plan maintained by Kinross or any of its
Subsidiaries (including any severance plan or policy), for all purposes,
including determining eligibility to participate, level of benefits and
vesting, service with Echo Bay or any of its Subsidiaries or TVX or any of
its Subsidiaries, as applicable (or any predecessor employer of an employee
of Echo Bay or any of its Subsidiaries or TVX or any of its Subsidiaries,
as applicable, to the extent service with such predecessor employer is
recognized by Echo Bay or its applicable Subsidiary or TVX or
21
its applicable Subsidiary) prior to the Combination shall be treated as
service with Kinross or its Subsidiaries; provided however that such
service need not be recognized to the extent that such recognition would
result in any duplication of benefits.
(4) For purposes of each Benefit Plan of Kinross or its Subsidiaries, Kinross
and its Subsidiaries shall use all reasonable efforts to cause all
pre-existing condition exclusions and actively-at-work requirements of such
plans to be waived for Echo Bay Employees and TVX Employees and their
covered dependents (other than pre-existing condition exclusions or waiting
periods that are already in effect with respect to such employees and
dependents under the Echo Bay Benefit Plans or the TVX Benefit Plans, as
applicable, and that have not been satisfied as of the date such employees
and dependents commence participation in such benefit plans of Kinross and
its Subsidiaries). Kinross and its Subsidiaries shall give full credit for
all co-payments and deductibles to the extent satisfied in the plan year in
which the Combination occurs (or the year in which Echo Bay Employees or
TVX Employees, as applicable, and their dependents commence participation
in the benefit plans of Kinross and its Subsidiaries, if later) as if there
had been a single continuous employer.
(5) Notwithstanding the foregoing, the provisions of subsections (1) through
(3) shall not apply to TVX Employees or Echo Bay Employees who are members
of a labour union or other similar bargaining unit or are parties to or the
beneficiaries of a collective agreement with respect to their employment or
who have organized to be covered by any such labour union or other similar
bargaining unit or collective agreement.
4.13 MERGER OF COVENANTS
Except as to the contrary expressly required by the terms thereof, the
covenants set out in this Agreement shall not survive the completion of the
Combination, and shall expire and be terminated without recourse between the
Parties upon such completion.
ARTICLE 5
CONDITIONS
5.1 MUTUAL CONDITIONS
The obligations of the Parties to complete the transactions contemplated
hereby are subject to the fulfilment or waiver of the following conditions on or
before the Effective Date or such other time prior thereto as is specified
below:
(a) the Interim Order shall have been granted in form and substance
acceptable to the Parties, acting reasonably, and shall not have been
set aside or modified in a manner unacceptable to any of the Parties,
acting reasonably, on appeal or otherwise;
(b) the holders of the Kinross Common Shares shall have approved, if and
as required by applicable Laws, the Kinross Share Issuance and the
election as directors of Kinross as of the Effective Date the
individuals named in Schedule 4.1 or such other individuals
acceptable to TVX and Echo Bay in their discretion;
(c) the Arrangement shall have received the approval of the shareholders
of each of TVX and Echo Bay required by applicable Laws;
(d) the Purchase shall have been completed;
(e) the Final Order shall have been granted in form and substance
acceptable to the Parties, acting reasonably, and shall not have been
set aside or modified in a manner unacceptable to any of the Parties,
acting reasonably, on appeal or otherwise;
(f) there shall be no proceeding of a juridical or administrative nature
or otherwise, brought by or before a Governmental Entity in progress
that if successful, or any Law proposed, enacted, promulgated or
applied that would result in an order, ruling, judgement or decree,
which:
(i) makes illegal or otherwise directly or indirectly restrains,
enjoins or prohibits the Combination or any other material
transaction contemplated hereby or in the Pre-Combination Steps;
or
(ii) results in a judgement or assessment of damages, directly or
indirectly, relating to the transactions contemplated hereby
which causes a Material Adverse Effect on the Party to which it
applies;
22
(g) all other Regulatory Approvals and approvals of any other Person, and
the expiry of any waiting periods, in connection with, or required to
permit, the completion of the Combination, the failure to obtain
which or the non-expiry of which would cause a Material Adverse
Effect on any of the Parties or materially impede the completion of
the Combination, shall have been obtained or received on terms which
will not cause a Material Adverse Effect on any of the Parties or
shall have occurred, and reasonably satisfactory evidence thereof
shall have been delivered to each Party;
(h) without limiting the scope of the condition in paragraph (g), either:
(i) the applicable waiting period under Section 123 of the Competition
Act shall have expired without the Competition Commissioner (the
"Competition Commissioner") appointed under the Competition Act
having given notice that he intends to make an application to the
Competition Tribunal for an order under Section 92 or 100 of the
Competition Act in respect of the Arrangement; or
(ii) the Competition Commissioner shall have issued an advance ruling
certificate under Section 102 of the Competition Act in respect
of the Arrangement; and
the applicable waiting periods under the HSR Act shall have expired or
been earlier terminated;
(i) the Kinross Shares to be issued pursuant to the Combination shall
have been conditionally approved for listing on The Toronto Stock
Exchange and on either the American Stock Exchange or the New York
Stock Exchange, as applicable, subject to the filing of required
documentation; any required prospectus, registration or similar
exemptions shall have been obtained; and such securities shall not be
subject to resale restrictions in Canada and the United States other
than in respect of control Persons and subject to requirements of
general application;
(j) rights of dissent in relation to the Arrangement by which the
Combination is effected shall not have been exercised by the holders
of more than 5% of the issued and outstanding shares of any Party the
shareholders of which are entitled by Law or under the Plan of
Arrangement to exercise such rights; and
(k) this Agreement shall not have been terminated pursuant to Article 8.
The foregoing conditions are for the mutual benefit of each of the Parties
and may be waived, in whole or in part, by any Party at any time, provided that
no Party may waive any mutual condition on behalf of any other Party.
5.2 SEVERAL CONDITIONS
The obligation of each Party to complete the transactions contemplated
hereby is subject to the fulfilment by each of the other Parties of the
following conditions on or before the Effective Date or such other time prior
thereto as is specified below:
(a) the representations and warranties made to such Party by each of the
other Parties in this Agreement shall be true and correct as of the
Effective Date as if made on and as of such date (except to the
extent that any such representations and warranties speak as of an
earlier date or except as affected by transactions contemplated or
permitted by this Agreement or except for any failures or breaches of
representations and warranties which in the reasonable judgement of
such Party, individually or in the aggregate would not have a
Material Adverse Effect on any other Party or materially impede the
completion of the Combination or the other transactions contemplated
hereby), and each Party shall have provided to the others a
certificate of two senior officers of such Party certifying, in such
capacity and not personally, such accuracy and completeness on the
Effective Date;
(b) each of the other Parties shall have complied with its covenants
herein, if, in the reasonable judgement of such Party for whose
benefit the covenant was given, the failure to comply with such
covenants would individually or in the aggregate have a Material
Adverse Effect on any other Party or materially impede the completion
of the Combination or the other transactions contemplated in this
Agreement, and on the Effective Date each Party shall have provided
to the others a certificate of two senior officers of such Party
certifying, in such capacity and not personally, that the Party has
so complied with its covenants herein; and
(c) from the date hereof up to and including the Effective Date, there
shall have been no change, condition, event or occurrence which, in
the reasonable judgement of such Party, has or is reasonably likely
to have a
23
Material Adverse Effect on any other Party, on the Combination or on the
combined business that will result from the completion of the
Combination.
The foregoing conditions precedent are for the benefit of each Party and
may be waived, in whole or in part, by such Party in writing at any time.
5.3 NOTICE OF BREACH
Each Party will give prompt notice to the other Parties of the occurrence,
or failure to occur, at any time from the date hereof until the Effective Date,
of any event or state of facts which occurrence or failure to occur would, or
would be likely to:
(a) cause any of the representations or warranties of such Party
contained herein to be untrue or inaccurate in any material respect
on the date hereof or at the Effective Date; or
(b) result in the failure by such Party to comply with or satisfy any
covenant, condition or agreement to be complied with or satisfied by
it hereunder prior to the Effective Date.
5.4 MERGER OF CONDITIONS
The conditions set out in Sections 5.1 and 5.2 and the provisions of
Section 5.3 shall be conclusively deemed to have been satisfied, waived or
released upon the filing of the Articles of Arrangement as contemplated by this
Agreement.
ARTICLE 6
AMENDMENT
6.1 AMENDMENT
This Agreement may, at any time and from time to time before or after the
holding of the Meetings, be amended by mutual written agreement of the Parties
without further notice to or authorization on the part of their respective
shareholders, provided that:
(a) notwithstanding the foregoing, the number of Kinross Shares which the
holders of shares of each of the Parties shall have the right to
receive or retain on the Combination may not be varied without the
approval of the shareholders of each of the Parties given in the same
manner as required for the approval of the Kinross Share
Consolidation or the Arrangement or as may be ordered by the Court;
and
(b) any such change, waiver or modification does not invalidate any
required security holder approval of the Combination.
ARTICLE 7
AGREEMENT AS TO DAMAGES AND OTHER ARRANGEMENTS
7.1 DAMAGES
Provided that a Party otherwise entitled to payment pursuant to this
Section is not in default of any covenant required to be performed by it
hereunder in any Material respect and no representation or warranty made by such
other Party is untrue in any Material respect, if at any time after the
execution of this Agreement:
(a) the Board of Directors of a Party has withdrawn or changed any of its
recommendations or determinations referred to in Section 3.1 in a
manner materially adverse to the other Parties or which would
materially impede the completion of the Combination or shall have
resolved to do so and thereafter this Agreement is terminated
pursuant to Section 8.1(f); or
(b) a bona fide Acquisition Proposal is publicly announced, proposed,
offered or made, and is not withdrawn, to the shareholders of a Party
or to a Party and any approval of the shareholders of such Party
required by applicable Laws is not obtained for the requisite
resolutions by which such Party would participate in the Combination
or such requisite resolutions are not submitted for their approval,
and thereafter this
24
Agreement is terminated pursuant to Section 8.1 and within six months
after the termination such Party approves, recommends, accepts or
enters into a Change of Control Proposal or becomes a Subsidiary of a
third party; or
(c) this Agreement is terminated by a Party pursuant to Section 8.1(e);
each of the above being a "Damages Event", then such Party (the "Defaulting
Party") shall pay to the other Parties in the aggregate $28,000,000 as
liquidated damages for a Damages Event; provided, however, in the case of
Section 7.1(a), that the amount of liquidated damages shall be $20,000,000 if
the Damages Event is a withdrawal or change by the Board of Directors of a Party
of its recommendations or determinations which occurred solely because the
financial advisor to the Party has withdrawn or adversely amended its opinion
referred to in Section 3.1(c), and the Defaulting Party provides written
evidence to the other Parties that the withdrawal or change occurred solely for
that reason. Such liquidated damages shall be payable in immediately available
funds paid to an account designated by each of the other Parties within one
Business Day after the occurrence of the events described above or in the
situation in which the event is the failure of a Party to submit the requisite
resolutions for approval, within one Business Day of the Parties other than the
Defaulting Party becoming aware that the directors do not intend to submit the
requisite resolutions or the requisite resolutions have not been submitted for
the approval of its shareholders. The payment shall be allocated among and paid
to the non-Defaulting Parties or Party in equal amounts. The maximum amount of
liquidated damages payable by a Defaulting Party under this Section shall be
$28,000,000. Echo Bay shall not be required to pay damages to Kinross in
connection with a Damages Event in Section 7.1(b), in the event that the holders
of the Echo Bay Common Shares do not approve the Arrangement solely because
Kinross fails to vote its Echo Bay Common Shares in favour thereof. TVX shall
still be entitled to its share of damages payable.
7.2 REIMBURSEMENT OF EXPENSES
If the shareholders of any Party or Parties fail to approve the Combination
and the Combination is not completed for any reason other than the fact that the
Board of Directors of a Party has withdrawn or changed its recommendation solely
because the financial advisor to the Party has withdrawn or adversely amended
its opinion referred to in Section 3.1(c), then such non-approving Party or
Parties shall be required to reimburse the other Parties or Party whose
shareholders approved the Combination for their actual third-party expenses
incurred in connection with the Combination up to a maximum of $2,500,000
payable to each approving Party. In the event that the holders of the Echo Bay
Common Shares do not approve the Arrangement solely because Kinross fails to
vote its Echo Bay Common Shares in favour of thereof, Echo Bay shall not be
required to make any payment under this Section.
7.3 LIQUIDATED DAMAGES
Each Party acknowledges that all of the payment amounts set out in this
Article are payments of liquidated damages which are a genuine pre-estimate of
the damages which the Party entitled to such damages will suffer or incur as a
result of the event giving rise to such damages and the resultant termination of
this Agreement and are not penalties. Each Party irrevocably waives any right it
may have to raise as a defence that any such liquidated damages are excessive or
punitive. For greater certainty, the Parties agree that, subject to Article 8,
the payment of the amounts determined pursuant to this Article in the manner
provided in respect thereof is the sole monetary remedy of the Party receiving
such payment in respect of the Damages Events set out in Section 7.1. Nothing
herein shall preclude a Party from seeking injunctive relief to restrain any
breach or threatened breach of the covenants or agreements set forth in this
Agreement or the Confidentiality Agreement or otherwise to obtain specific
performance of any acts, covenants or agreements set forth in or contemplated by
this Agreement or the Confidentiality Agreement, without the necessity of
posting a bond or security in connection therewith.
ARTICLE 8
TERMINATION
8.1 TERMINATION BY THE PARTIES
This Agreement may be terminated at any time prior to the Effective Date:
(a) by the mutual written agreement of the Parties;
25
(b) by a Party if any of the conditions for the benefit of that
terminating Party contained in Section 5.2 is not satisfied or
waived, provided that such terminating Party is not then in breach of
any of its representations, warranties or covenants herein contained
in any Material respect, but such right of termination may not be
exercised unless the Party intending to terminate the Agreement on
this basis has delivered written notice to the other Parties
specifying in reasonable detail all breaches of representations,
warranties and covenants or other matters which the Party delivering
such notice is asserting as the basis for termination and the breach
remains substantially uncured at the earlier of 30 days after the
notice is given and the Initial Termination Date (or if extended
pursuant to Section 8.2, the Final Termination Date);
(c) by any Party, if any of the conditions contained in Sections 5.1(f),
(g) or (j) or any of the conditions for the benefit of the
terminating Party contained in Section 5.2 becomes incapable of being
satisfied on or before the Initial Termination Date (or if extended
pursuant to Section 8.2, the Final Termination Date), provided that
the terminating Party is not then in breach of any of its
representations, warranties or covenants herein contained in any
Material respect;
(d) by any Party, if, upon a vote at a duly held Meeting or any
adjournment or postponement thereof to obtain the approval of holders
of the Kinross Common Shares, TVX Common Shares or Echo Bay Common
Shares, as applicable, in favour of the participation of such Party
in the Combination, the approval of the shareholders required by
applicable Laws is not obtained;
(e) by any Party, if the Board of Directors of the Party shall have
accepted, approved, and concurrently with such termination, entered
into an agreement, arrangement or understanding to implement a
Superior Proposal in accordance with the provisions of Section 4.5,
provided that the Party shall have paid to the other Parties the
amounts specified in Section 7.1 and, if applicable, Section 7.2; or
(f) if the Board of Directors of a Party (the "Changing Party") shall
have withdrawn or changed its recommendations or determinations
referred to in Section 3.1 in a manner materially adverse to the
other Parties or which would materially impede the completion of the
Combination or shall have resolved to do so, by any Party other than
the Changing Party; provided, however, that the Changing Party shall
be permitted to terminate this Agreement if such withdrawal or change
occurred solely because the financial advisor to such Party has
withdrawn or adversely amended its opinion referred to in Section
3.1(c), and the Changing Party provides written evidence to the other
Parties that the withdrawal or change occurred solely for that
reason.
8.2 TERMINATION AND EXTENSION OF TERMINATION DATE
This Agreement shall terminate at 11:59 p.m. Eastern time on the Initial
Termination Date if the Effective Date has not then occurred unless the Parties
have, prior thereto, agreed in writing to extend the Initial Termination Date to
a later date, in which case this Agreement shall be deemed to terminate at 11:59
p.m. Eastern time on such later Initial Termination Date; provided, however,
that if on the Initial Termination Date the Effective Date has not occurred only
because the condition set out in clause 5.1(e) has not been satisfied, then this
Agreement shall remain in force and effect and shall terminate at 11:59 p.m.
Eastern time on the Final Termination Date if, but only if, at 11:59 p.m.
Eastern time on the Final Termination Date the Effective Date has not then
occurred unless the Parties have, prior thereto, agreed in writing to extend the
Final Termination Date to a later date, in which case this Agreement shall be
deemed to terminate at 11:59 p.m. Eastern time on such later Final Termination
Date.
8.3 EFFECT OF TERMINATION
In the event of the termination of this Agreement in the circumstances set
out in this Article, this Agreement shall forthwith become void and of no force
or effect, and no Party shall have any liability or further obligation to the
other Parties hereunder except with respect to the obligations set forth in
Section 4.7 and Article 7 which shall survive such termination. However, nothing
contained in this Section, in Section 4.7 or in Article 7 including the payment
of an amount under Article 7 shall relieve or have the effect of or result in
relieving any Party in any way from liability for damages incurred or suffered
by a Party as a result of a breach of this Agreement by a Party acting in bad
faith intended and designed to result in the conditions precedent to the
completion of this Agreement not being satisfied.
26
ARTICLE 9
GENERAL
9.1 BROKERS
The Parties represent and warrant to each other that, except for, in the
case of Kinross, CIBC World Markets Inc.; in the case of TVX, BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇
Inc.; and in the case of Echo Bay, National Bank Financial Inc.; no broker,
finder or investment banker is entitled to any brokerage, finder's or other fee
or commission, or to the reimbursement of any of its expenses, in connection
with the Combination. Each Party has provided to the other Parties a correct and
complete calculation of the fees and expenses payable to its financial advisors
if the Combination occurs. Each Party agrees not to amend the terms of any of
the agreements between it and its financial advisors relating to the payment of
fees and expenses in respect of the Combination without the prior written
approval of the other Parties.
9.2 NOTICES
Any notice, consent, waiver, direction or other communication required or
permitted to be given under this Agreement by a Party to any other Party shall
be in writing and may be given by delivering it or sending it by facsimile
transmission addressed to the Party to which the notice is to be given at its
address for service or its facsimile number set out herein. Any such notice,
consent, waiver, direction or other communication shall, if delivered, be deemed
to have been given and received on the date on which it was delivered to the
address provided herein (if prior to 4:00 p.m. at the place of receipt on a
Business Day, or if not, on the next Business Day) and if sent by facsimile
transmission be deemed to have been given and received at the time of receipt
unless actually received on a day other than a Business Day or after 4:00 p.m.
at the place of receipt on a Business Day in which case it shall be deemed to
have been given and received on the next Business Day. Any such address for
service or facsimile number may be changed by notice given as aforesaid.
The address for service and facsimile number of each of the Parties hereto
shall be as follows:
(a) if to Kinross:
Kinross Gold Corporation
52nd Floor
Scotia Plaza
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice-President
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy, which shall not constitute notice, to:
Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: J. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
27
(b) if to TVX:
TVX Gold Inc.
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: T. ▇▇▇▇ ▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy, which shall not constitute notice, to:
Fasken ▇▇▇▇▇▇▇▇▇ DuMoulin LLP
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(c) if to Echo Bay:
Echo Bay Mines Ltd.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy, which shall not constitute notice, to:
Fraser ▇▇▇▇▇▇ Casgrain LLP
3000, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
9.3 TIME OF ESSENCE
Time shall be of the essence in this Agreement.
9.4 ENTIRE AGREEMENT
This Agreement and the Confidentiality Agreement constitute the entire
agreement among the Parties hereto with respect to the subject matter hereof and
cancel and supersede all prior agreements and understandings between or among
the Parties with respect to the subject matter hereof.
9.5 FURTHER ASSURANCES
Each Party shall, from time to time and at all times hereafter, at the
request of any other Party hereto, but without further consideration, do all
such further acts and execute and deliver all such further documents and
instruments as shall be reasonably required in order to perform fully and carry
out the terms and intent hereof.
28
9.6 GOVERNING LAW
This Agreement shall be governed by, and be construed in accordance with,
the laws of the Province of Ontario and the laws of Canada applicable therein
but the reference to such laws shall not, by conflict of laws rules or
otherwise, require the application of the law of any jurisdiction other than the
Province of Ontario. Each Party hereto hereby irrevocably attorns to the
jurisdiction of the Courts of the Province of Ontario in respect of all matters
arising under or in relation to this Agreement.
9.7 EXECUTION IN COUNTERPARTS
This Agreement may be executed in two or more identical counterparts, each
of which is and is hereby conclusively deemed to be an original and the
counterparts collectively are to be conclusively deemed to be one and the same
instrument.
9.8 WAIVER
No waiver by any Party hereto shall be effective unless express and given
in writing, and any waiver shall affect only the matter, and the occurrence
thereof, specifically identified and shall not extend to any other matter or
occurrence.
9.9 ENUREMENT AND ASSIGNMENT
This Agreement shall enure to the benefit of and be binding upon the
Parties and their respective successors and permitted assigns. This Agreement
may not be assigned by any Party without the prior written consent of the other
Parties.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of
the date first above written.
KINROSS GOLD CORPORATION TVX GOLD INC.
Per: "▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇" Per: "T. ▇▇▇▇ ▇▇▇▇▇▇"
------------------------------------------ ------------------------------------------
Per: "▇▇▇▇ ▇▇▇▇▇" Per:
------------------------------------------ ------------------------------------------
ECHO BAY MINES LTD
Per: "▇▇▇▇▇▇ ▇▇▇▇▇▇▇"
------------------------------------------
Per:
------------------------------------------
29
SCHEDULE 2.1
ANNOUNCEMENT PRESS RELEASE
KINROSS, ECHO BAY AND TVX TO COMBINE TO CREATE NEW SENIOR GOLD PRODUCER AND
TO ACQUIRE NEWMONT'S TVX NA INTEREST
TORONTO/EDMONTON, June 10 /CNW/ -- Kinross Gold Corporation (TSX-K;
Amex-KGC) ("Kinross" or the "Company"), Echo Bay Mines Ltd. (TSX-ECO; Amex-ECO)
("Echo Bay") and TVX Gold Inc. (TSX-TVX; NYSE-TVX) ("TVX") are pleased to
announce the proposed combination of the three companies and the concurrent
acquisition of the 49.9% interest in the TVX Newmont Americas ("TVX NA") joint
venture owned by Newmont Mining Corporation (NYSE-NEM; TSX-NMC; ASX-NEM)
("Newmont").
Kinross, after having combined with Echo Bay and TVX and after having
acquired the TVX NA interest (referred to herein as "new Kinross"), will possess
the following attributes:
- Top 10 global gold company with market capitalization in excess of US$2
billion;
- 2 million ounce per year gold producer with total cash costs less than
US$200 per ounce;
- Only senior North American primary producer with a non-hedging policy
and less than 5% of reserves hedged;
- One of the best capitalized gold producers in North America;
- 65% of annual production in the United States and Canada;
- Highest leverage to gold prices among major North American producers;
and
- Strong organic growth from a global resource base exceeding 40 million
ounces of gold
TERMS OF THE COMBINATION AND CONCURRENT TRANSACTION
The combination of the companies will be achieved by a Plan of Arrangement,
whereby Echo Bay shareholders receive 0.52 of a Kinross share for each Echo Bay
share and TVX shareholders receive 0.65 of a Kinross share for each TVX share
(adjusted accordingly in the event TVX completes the previously approved
ten-for-one share consolidation). Concurrently with the combination taking
effect, TVX will acquire Newmont's TVX NA interest for US$180 million. The
parties expect to enter into a combination agreement which will provide that the
combination will be effected pursuant to the Plan of Arrangement. Based on the
30 day average trading prices on the TSX of Kinross, Echo Bay and TVX prior to
the announcement of the combination, the exchange ratios imply a price of
Cdn$1.81 per Echo Bay share (representing a 23% premium) and a price of Cdn$2.27
per TVX share (representing a 47% premium).
OVERVIEW OF THE NEW KINROSS
As a result of these concurrent transactions, the Company's annual gold
production is expected to be approximately two million ounces at total cash
costs of less than US$200 per ounce. This production rate will be supported by
proven and probable reserves containing 17.9 million ounces of gold and 52.6
million ounces of silver, an additional measured and indicated resource
containing 19.2 million ounces of gold and over 60 million ounces of silver,
plus a further 8 million ounces of inferred gold resources. Although global in
reach, the new Kinross will have 65% of annual production and 50% of reserves
based in the United States and Canada. The Company will be the most leveraged to
changes in gold price of all major North American based primary gold producers
and intends to maintain a strict non-hedging policy in view of the trend of
rising gold prices and the Company's new, strong financial position. The new
Kinross will be the seventh largest primary gold producer in the world and the
only senior North American based primary gold producer with less than 5% of
reserves hedged. The Company will operate and maintain joint venture interests
in 12 gold mines and one base metal mine located on five continents including
seven underground mines, four open pit mines and two operations expected to
include both open pit and underground mines.
APPROVALS AND SUPPORT FOR THE TRANSACTIONS
The combination has been unanimously approved by the boards of directors of
Kinross, Echo Bay and TVX. Each board is recommending that its shareholders
approve the transaction at shareholder meetings of the three companies
30
expected to be held in the 3rd quarter of 2002 and the transaction is expected
to close shortly thereafter. Approval of the combination requires two-thirds
votes by the respective shareholders of Echo Bay and TVX and a majority vote by
the shareholders of Kinross. Kinross will also be asking its shareholders to
approve a three-for-one share consolidation and if approved, shareholders of
Echo Bay and TVX would receive consolidated shares of Kinross and the exchange
ratios would be adjusted accordingly. The proposed share consolidation of
Kinross requires a two-thirds vote by Kinross shareholders, but is not a
condition of the combination. Support agreements for the combination have been
reached with the largest shareholders of Echo Bay (Newmont 45.2% and Kinross
10.5%) and TVX (Beech LLC 18.6%). An agreement has also been reached with
Newmont for the concurrent acquisition of Newmont's TVX NA interest.
MANAGEMENT AND FINANCIAL STRENGTH IN AN ELEVATED PLATFORM
▇▇▇▇▇▇ (▇▇▇) ▇▇▇▇▇▇, Chairman and CEO of Kinross, stated that, "The
combination of Kinross, Echo Bay, TVX and TVX NA will create the premier North
American senior gold company for those investors seeking maximum leverage to the
gold price in a gold company with superb liquidity. The new Kinross will have a
strong group of exploration and development projects for internal growth and an
elevated platform to aggressively pursue appropriate external growth
opportunities. The pool of talented people in the three former rival companies
will ensure a strong entrepreneurial management team going forward. The
transactions will result in the new Kinross being one of the best capitalized
senior gold companies with a net debt to capitalization ratio of 8%."
The after-tax synergies of consolidating the three companies are expected
to generate approximately US$15 million per year in savings (or about US$8 per
ounce of annual gold production) in the areas of general and administrative
costs, exploration and purchasing. The combination is expected to be immediately
accretive to Kinross' earnings, free cash flow and net asset value.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chairman and CEO of Echo Bay, said, "Echo Bay has
approximately US$10 million of cash on hand, no short or long-term debt and
enjoys positive cash flow from its operating mines. This and the improving
environment for gold prices have opened a new chapter for Echo Bay and its
shareholders to join Kinross and TVX and form a new major gold producer with a
global vision and a solid North American base. We support this combination."
▇▇▇▇ ▇▇▇▇▇▇, President and CEO of TVX, stated, "For TVX shareholders this
combination reunites the components of the long-life asset base of TVX in a much
larger entity. Upon TVX shareholders becoming shareholders of new Kinross, they
will benefit from the stable, high margin cash flow from the consolidated TVX
assets and the strong balance sheet which will complement new Kinross' strong
leverage to the gold price. The combined company will also have significant land
positions in world-class gold mining districts in the Americas. TVX management
and employees have worked hard on behalf of shareholders to accomplish this
combination and we expect that they will reap further benefits with the new
structure."
As a result of the proposed transactions, the new Kinross will be
approximately owned as to 40.3% by existing Kinross shareholders, 31.1% by
existing TVX shareholders (excluding Newmont), 14.0% by existing Echo Bay
shareholders (excluding Newmont and Kinross) and 14.6% by Newmont.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President of Newmont stated, "Newmont supports this
transaction as part of the ongoing rationalization of the gold industry.
Creating a new, substantial gold company will benefit all of the shareholders
involved, including Newmont. The sale of Newmont's TVX NA interest is
conditional on the closing of the overall combination."
MANAGEMENT AND BOARD OF DIRECTORS OF THE NEW KINROSS
The management team of the new Kinross will be led by ▇▇▇ ▇▇▇▇▇▇ as
President and Chief Executive Officer and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as Senior Vice
President of Operations and Chief Operating Officer. The Company will maintain
the entrepreneurial management style that has seen Kinross grow from a 25,000
ounce per year producer nine years ago to a two million ounce per year gold
producer as a result of the proposed transactions. The expanded Board of
Directors of Kinross will include six Kinross nominees, two TVX nominees, one
Echo Bay nominee and one Newmont nominee.
31
SUMMARY OF THE TRANSACTIONS
The parties expect to enter into a definitive combination agreement which
will provide that the combination will be effected pursuant to the Plan of
Arrangement. The concurrent transactions are subject to customary regulatory
approvals in Canada and the United States, the approvals of Kinross, Echo Bay
and TVX shareholders and other conditions customary in transactions of this
nature. The shareholder meetings are expected to be held in the 3rd quarter of
2002 and transaction is expected to close shortly thereafter. The combination is
intended to be tax free to Echo Bay and TVX shareholders in Canada and the
United States.
The Company will be domiciled in Canada and will maintain its corporate
office in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇. The common shares of Kinross will continue
to trade on the Toronto Stock Exchange ("TSX") under the stock symbol "K" and
the Company intends to apply for listing of its common shares on the New York
Stock Exchange ("NYSE") under the symbol "KGC". Pending resolution of the NYSE
listing, Kinross will continue to trade on the American Stock Exchange ("Amex")
under the stock symbol "KGC".
If the combination does not occur under certain circumstances, the
combination agreement will provide for a break-up fee of up to Cdn$28 million.
Kinross' financial advisor is CIBC World Markets Inc., Echo Bay's financial
advisor is National Bank Financial Inc. and TVX's financial advisor is BMO
▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc.
CONFERENCE CALL AND WEBCAST
A conference call is scheduled for Monday, June 10, 2002 at 3:00 p.m.
eastern time.
Call in numbers: International ▇▇▇-▇▇▇-▇▇▇▇
North America ▇-▇▇▇-▇▇▇-▇▇▇▇
The conference call and presentation slides will also be available
simultaneously and archived at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. The
conference call will be available for telephone replay with the Passcode:
193836# (pound key) by calling: International 416-640-1917; North America
1-877-289-8525.
CAUTIONARY STATEMENTS
This press release includes certain "Forward-Looking Statements" within the
meaning of section 21E of the United States Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical fact, included
herein, including without limitation, statements regarding potential
mineralization and reserves, exploration results and future plans and objectives
of Kinross Gold Corporation, Echo Bay Mines Ltd. and TVX Gold Inc. are
forward-looking statements that involve various risks and uncertainties. There
can be no assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to differ
materially from expectations are disclosed under the heading "Risk Factors" and
elsewhere in Kinross', Echo Bay's and TVX's documents filed from time to time
with the Toronto Stock Exchange, the United States Securities and Exchange
Commission ("SEC") and other regulatory authorities.
Proven and probable reserves and measured, indicated and inferred resources
are calculated by the respective companies as of December 31, 2001. Investors
are advised that National Policy 43-101 requires that each category of mineral
reserves and mineral resources be reported separately. Investors and securities
holders should refer to the respective annual information forms of Kinross and
TVX and the Form 10-K of Echo Bay, each for the year ended December 31, 2001,
for this detailed information, which is subject to the qualifications and
footnotes expressed therein. Reserve calculations have been based on a gold
price assumption of US$300 per ounce for all operations except two joint venture
operations: Musselwhite at US$275 per ounce and La Coipa at US$265 per ounce of
gold and US$4.65 per ounce of silver. United States investors are advised that
while the terms "measured" and "indicated" resources and "inferred" resources
are recognized and required by Canadian regulations, the SEC does not recognize
them. Investors are cautioned not to assume that all or any part of mineral
deposits in these categories will ever be converted into reserves.
Investors and security holders are urged to read the proxy statement
regarding the business combination transaction referred to in the foregoing
information, when it becomes available, because it will contain important
32
information. The proxy statement will be filed with the SEC by Echo Bay.
Investors and security holders may obtain a free copy of this proxy statement
(when it is available) and other documents filed by Echo Bay with the SEC at the
SEC's website at ▇▇▇.▇▇▇.▇▇▇. The proxy statement (when it is available) and
these other documents may also be obtained for free from Echo Bay by directing a
request to ▇▇▇▇-▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President and Secretary, ▇▇▇-▇▇▇-▇▇▇▇,
▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Investors may obtain a detailed list of names, affiliations and interests
of Echo Bay participants in the solicitation of proxies of stockholders to
approve the proposed business combination from a SEC filing under Schedule 14A
made by Echo Bay on June 10, 2002.
SEDAR: 00002968E
For further information: Kinross Gold Corporation: e-mail ▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
or contact: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, Tel. (416)
▇▇▇-▇▇▇▇; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President, Investor Relations and Corporate
Development, Tel. (▇▇▇) ▇▇▇-▇▇▇▇; Echo Bay Mines Ltd.: e-mail
▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ or contact: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman and
Chief Executive Officer, Tel. (▇▇▇) ▇▇▇-▇▇▇▇; ▇▇▇▇-▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice
President and Secretary, Tel. (▇▇▇) ▇▇▇-▇▇▇▇; TVX Gold Inc.: e-mail
▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ or contact: T. ▇▇▇▇ ▇▇▇▇▇▇, President and Chief Executive
Officer, Tel. (▇▇▇) ▇▇▇-▇▇▇▇; ▇▇▇▇ ▇. ▇▇▇▇▇▇, Manager, Investor Relations, Tel.
(▇▇▇) ▇▇▇-▇▇▇▇; Newmont Mining Corporation: e-mail
▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇ or contact: ▇▇▇▇▇▇▇ ▇▇▇▇, Group Executive,
Investor Relations, Tel. (▇▇▇) ▇▇▇-▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇, Director, Investor
Relations, Tel. (▇▇▇) ▇▇▇-▇▇▇▇.
33
SCHEDULE 4.1
KINROSS GOLD CORPORATION
BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
Following the completion of the Combination, the Board of Directors of
Kinross Gold Corporation shall consist of the following persons:
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
The Chief Executive Officer of Kinross Gold Corporation shall be ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇.
34
AMENDING AGREEMENT
TO
COMBINATION AGREEMENT
KINROSS GOLD CORPORATION
AND
TVX GOLD INC.
AND
ECHO BAY MINES LTD.
------------------
JULY 12, 2002
------------------
1
AMENDING AGREEMENT
This AMENDING AGREEMENT (this "AGREEMENT") is made and entered into as of
July 12, 2002, among KINROSS GOLD CORPORATION ("KINROSS"), a corporation
governed by the Business Corporations Act (Ontario), TVX GOLD INC. ("TVX"), a
corporation governed by the Canada Business Corporations Act, and ECHO BAY MINES
LTD. ("ECHO BAY"), a corporation governed by the Canada Business Corporations
Act.
RECITALS
A. Kinross, TVX and Echo Bay have entered into a Combination Agreement (the
"Combination Agreement") dated as of June 10, 2002. Capitalized terms used
herein, if not otherwise defined, shall have the meanings given to them in the
Combination Agreement.
B. By operation of law, Amalco will be assuming the TVX stock option plan
upon the Effective Date.
C. As a result of such assumption, Amalco will be obligated to deliver
Kinross Shares to TVX stock option holders upon exercise of the stock options
issued by TVX.
D. Kinross, TVX and Echo Bay therefore desire to amend certain terms of the
Combination Agreement as set forth herein.
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
that the Combination Agreement shall be amended as follows:
1.1 Section 4.11(2) of the Combination Agreement shall be amended and
restated to read in its entirety as follows:
4.11 Stock Options
(2) On the Effective Date, subject to obtaining any shareholder approval
required by applicable Laws for the Kinross Share Issuance described in
paragraph (b) of that definition, (i) Kinross shall be deemed to assume,
and shall thereafter comply with the terms of, the stock option plans of
Echo Bay, and (ii) Kinross shall cause Amalco to comply with the terms
of the stock option plan of TVX. As soon as practicable after the
Combination, Kinross shall deliver to the holders of stock options
issued by TVX or Echo Bay, as applicable, appropriate notices setting
forth such holders' rights pursuant to the respective stock option
plans, and the agreements evidencing the grants of such stock options
shall continue in effect on the same terms and conditions (subject to
the adjustments required by this Section after giving effect to the
Combination). Kinross shall recognize service with TVX or Echo Bay, as
the case may be, or their respective Subsidiaries for all purposes of
the stock options and stock option plans assumed in accordance with this
Section.
1.2 New Section 4.11(5) shall be added to the Combination Agreement to read
as follows:
(5) After the Effective Date, on demand by Amalco, Kinross shall deliver
a sufficient number of Kinross Shares to Amalco for delivery upon
exercise of stock options issued by TVX and assumed by Amalco in
accordance with this Section.
1.3 All terms and conditions of the Combination Agreement, as amended as
set forth herein, shall remain in full force and effect.
1.4 This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become effective
when one or more counterparts have been signed by each of the parties and
delivered to the other party, it being understood that all parties need not sign
the same counterpart.
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized respective officers as of the date first
written above.
KINROSS GOLD CORPORATION
Per: "▇▇▇▇ ▇▇▇▇▇"
TVX GOLD INC.
Per: "T. ▇▇▇▇ ▇▇▇▇▇▇"
ECHO BAY MINES LTD.
Per: "▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇"
3
AMENDING AGREEMENT
TO
COMBINATION AGREEMENT
KINROSS GOLD CORPORATION
AND
TVX GOLD INC.
AND
ECHO BAY MINES LTD.
------------------------
NOVEMBER 19, 2002
------------------------
1
AMENDING AGREEMENT
This AMENDING AGREEMENT (this "AGREEMENT") is made and entered into as of
November 19, 2002, among KINROSS GOLD CORPORATION ("KINROSS"), a corporation
governed by the Business Corporations Act (Ontario), TVX GOLD INC. ("TVX"), a
corporation governed by the Canada Business Corporations Act, and ECHO BAY MINES
LTD. ("ECHO BAY"), a corporation governed by the Canada Business Corporations
Act.
RECITALS
A. Kinross, TVX and Echo Bay have entered into a Combination Agreement
dated as of June 10, 2002, which was amended by an amending agreement dated as
of July 12, 2002 (as so amended, the "Combination Agreement"). Capitalized terms
used herein, if not otherwise defined, shall have the meanings given to them in
the Combination Agreement.
B. Each of TVX and Echo Bay has executed a Consent, dated of even date
herewith, in relation to the proposed repurchase by Omolon Gold Mining Company,
a subsidiary of Kinross, of its outstanding shares (the "Consent").
C. Section 8.2 of the Combination Agreement provides that the Combination
Agreement shall terminate at 11:59 on November 30, 2002 if the Effective Date
has not then occurred unless the Parties have, prior thereto, agreed in writing
to extend the Initial Termination Date.
D. The Parties have determined that they will not be in a position to
satisfy the conditions required to be satisfied in order for the Effective Date
to occur on or before November 30, 2002.
E. The Parties therefore have agreed to extend the Initial Termination Date
and the Final Termination Date as set forth herein.
NOW THEREFORE, in consideration of the covenants, promises and
representations set forth herein and in the Combination Agreement and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree that the Combination Agreement shall be amended
as follows:
1.1 DEFINITION OF INITIAL TERMINATION DATE
The definition of "Initial Termination Date" in section 1.1 of the
Combination Agreement shall be deleted and replaced with the following
definition:
"INITIAL TERMINATION DATE" means January 31, 2003
1.2 DEFINITION OF FINAL TERMINATION DATE
The definition of "Final Termination Date" in section 1.1 of the
Combination Agreement shall be deleted and replaced with the following
definition:
"FINAL TERMINATION DATE" means February 28, 2003.
1.3 TERMS OF THE COMBINATION AGREEMENT
All terms and conditions of the Combination Agreement, as amended as set
forth herein, and the provisions of the Consent, shall remain in full force and
effect.
1.4 EXECUTION IN COUNTERPARTS
This Agreement may be executed in two or more identical counterparts, each
of which is and is hereby conclusively deemed to be an original and the
counterparts collectively are to be conclusively deemed to be one and the same
instrument.
2
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized respective officers as of the date first
written above.
KINROSS GOLD CORPORATION
Per: "▇▇▇▇ ▇▇▇▇▇"
TVX GOLD INC.
Per: "T. ▇▇▇▇ ▇▇▇▇▇▇"
ECHO BAY MINES LTD
Per: "▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇"
3
EXHIBIT B
Court File No: 02-CL-4776
ONTARIO
SUPERIOR COURT OF JUSTICE --
COMMERCIAL LIST
THE HONOURABLE ) FRIDAY, THE 20TH DAY
) OF DECEMBER, 2002
▇▇. ▇▇▇▇▇▇▇ GROUND )
IN THE MATTER OF SECTION 192 OF THE CANADA
BUSINESS CORPORATIONS ACT, R.S.C. 1985, CHAP.
C-44, AS AMENDED
AND IN THE MATTER OF AN APPLICATION BY 4082389
CANADA INC. RELATING TO A PROPOSED ARRANGEMENT
INVOLVING 4082389 CANADA INC., TVX GOLD INC.
AND ECHO BAY MINES LTD.
AMENDED INTERIM ORDER
THIS MOTION, made by the Applicant 4082389 Canada Inc. ("Kinross Subco" or
the "Applicant") for an interim order for advice and directions of the Court in
connection with an application (the "Application") to approve a proposed
arrangement (the "Arrangement") under section 192 of the Canada Business
Corporations Act, R.S.C. 1985, c. C-44, as amended (the "CBCA"), involving
Kinross Subco, TVX Gold Inc. ("TVX") and Echo Bay Mines Ltd. ("Echo Bay"), was
heard November 27, 2002 and this day at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.
ON READING the Notice of Application issued November 26, 2002; the Notice
of Motion; the affidavit of ▇▇▇▇ ▇. ▇▇▇▇▇ sworn on November 26, 2002 (the
"Kinross Affidavit") and the exhibits attached thereto, which include as Exhibit
"A" a true copy of the form of management information circular supplement (the
"Joint Supplement"); the Supplementary Affidavit of ▇▇▇▇ ▇. ▇▇▇▇▇ sworn on
December 19, 2002 and the exhibits attached thereto; the affidavit of R. ▇▇▇▇▇▇▇
▇▇▇▇▇ sworn on November 26, 2002 (the "TVX Affidavit") and the exhibits attached
thereto; and the affidavit of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ sworn on November 25, 2002 (the
"Echo Bay Affidavit") and the exhibits attached thereto; and on hearing the
submissions of counsel for the Applicant, for TVX and for Echo Bay;
AND UPON BEING ADVISED that the Director appointed under section 260 of the
CBCA (the "Director") has been given notice of this motion as required by
subsection 192(5) of the CBCA and has advised that the Director does not intend
to appear in person or by counsel or make any submissions:
IT HEREBY IS ORDERED AND DIRECTED THAT:
TVX SPECIAL MEETING
1. TVX shall call, hold and conduct a special meeting (the "TVX Special
Meeting") of the holders (the "TVX Shareholders") of common shares in the
capital of TVX ("TVX Common Shares") to be held in the City of Toronto in the
Province of Ontario at 9:30 a.m. (Eastern time) on January 31, 2003, or such
later date as the board of directors of TVX shall determine, for the purpose of
(i) considering and, if deemed advisable, approving with or without variation, a
special resolution substantially in the form of the TVX Special Resolution (the
"TVX Special Resolution") set forth in the TVX Notice of Special Meeting and
Management Information Circular attached as Exhibit "A" to the TVX Affidavit
(the "TVX Circular") approving the participation of TVX in the Arrangement
involving, inter alia, the amalgamation of TVX and Kinross Subco, on the terms
and conditions set forth in the Plan of Arrangement annexed as Exhibit "C" to
the Joint Supplement (the "Plan of Arrangement"); and (ii) transacting such
other business as may properly be brought before the TVX Special Meeting.
1
2. TVX, if it deems advisable, is specifically authorized to adjourn or
postpone the TVX Special Meeting on one or more occasions, without the necessity
of further order of the Court or first convening the TVX Special Meeting or
first obtaining any vote of TVX Shareholders respecting the adjournment or
postponement.
NOTICES
3. TVX shall mail the TVX Circular (in substantially the form set forth as
Exhibit "A" to the TVX Affidavit with such amendments as are not inconsistent
with the provisions of this Order), the Joint Supplement (in substantially the
form set forth as Exhibit "A" to the Kinross Affidavit with such amendments as
are not inconsistent with the provisions of this Order), and the appropriate
form of proxy (the "TVX Proxy") (the TVX Circular, Joint Supplement and TVX
Proxy being collectively referred to as the "TVX Meeting Materials"), the Notice
of Application and any other documents or communication determined by TVX to be
necessary or appropriate which are not inconsistent with the provisions of this
Order, to the TVX Shareholders as shown on the register of shareholders at the
close of business on the record date established by TVX for such purpose (the
"TVX Record Date"), to the holders of warrants to purchase TVX Common Shares
("TVX Warrants") as shown on the books and records of TVX at the close of
business on the TVX Record Date, to the TVX directors, to the auditors of TVX,
and to the Director, by one of the following methods not less than twenty-one
(21) days before the date of the TVX Special Meeting, excluding the date of
delivery and the date of the TVX Special Meeting:
(i) in the case of registered holders of TVX Common Shares, by ordinary
prepaid mail, courier or delivery in person to each such holder at
his, her or its address as shown on the books or records of TVX or
its registrar and transfer agent;
(ii) in the case of non-registered holders of TVX Common Shares, by
providing an adequate number of copies of the TVX Meeting Materials
to intermediaries and registered nominees to facilitate the
distribution of these materials to beneficial holders of TVX Common
Shares;
(iii) in the case of holders of TVX Warrants, by ordinary prepaid mail, by
courier or delivery in person, addressed to each such holder at his,
her or its address, as shown on the books and records of TVX;
(iv) in the case of the directors of TVX, by courier or delivery in
person, addressed to the individual directors;
(v) in the case of the auditors of TVX, by courier or delivery in person,
addressed to the firm of auditors; and
(vi) in the case of the Director, by courier or facsimile or delivery in
person;
and such mailing, transmission, delivery or distribution, as applicable,
shall constitute good and sufficient service of notice of the Application,
the TVX Special Meeting and the hearing in respect of the Application upon
such persons, and no other form of service need be made or other material
served.
4. The TVX Meeting Materials shall be deemed, for the purposes of this
Interim Order and the Application, to have been received:
(i) in the case of distribution by ordinary prepaid mail, three (3)
business days after delivery thereof to the post office;
(ii) in the case of distribution by courier, one (1) business day after
receipt by the courier;
(iii) in the case of distribution by delivery in person, on receipt
thereof by the intended addressee; and
(iv) in the case of distribution by facsimile transmission, upon the
transmission thereof.
5. The accidental omission or delay in giving notice of the TVX Special
Meeting or the non-receipt by any person of such notice shall not invalidate any
resolution passed or proceedings taken at the TVX Special Meeting.
6. TVX is authorized, at its expense, to solicit proxies, directly and
through its officers, directors and employees, and through such agents or
representatives as it may retain for the purpose, and by mail or such other
forms of personal or electronic communication as it may determine.
2
CONDUCT OF TVX SPECIAL MEETING
7. The TVX Special Meeting shall be called, held and conducted in
accordance with the Articles and By-laws of TVX and the CBCA, subject to the
provisions of this Order and to such modifications as may be adopted at the TVX
Special Meeting.
8. A quorum at the TVX Special Meeting shall be the holders of not less
than 33 1/3% in aggregate of the TVX Common Shares entitled to vote on the TVX
Special Resolution, present in person or by proxy at the TVX Special Meeting.
9. The majority required to pass the TVX Special Resolution at the TVX
Special Meeting shall be not less than 66 2/3% of the votes cast by the TVX
Shareholders who voted, in person or by proxy, in respect of the TVX Special
Resolution.
10. The only persons entitled to vote at the TVX Special Meeting, either in
person or by proxy, shall be the TVX Shareholders as at the close of business on
the TVX Record Date.
11. The only persons entitled to attend and speak at the TVX Special
Meeting shall be the TVX Shareholders or their respective proxies, TVX's
directors and officers, TVX's auditors, advisors and counsel, the Director, and
such other persons with the permission of the Chairperson of the TVX Special
Meeting.
12. TVX is authorized to make such amendments, revisions or supplements to
the Plan of Arrangement as it may determine, subject to the terms of the
Combination Agreement annexed as Exhibit "A" to the Joint Supplement (as amended
from time to time, the "Combination Agreement") without any additional notice to
the TVX securityholders, and the Plan of Arrangement as so amended, revised or
supplemented shall be the Plan of Arrangement that is the subject of the TVX
Special Resolution, provided that any amendment, revision or supplement to the
Plan of Arrangement subsequent to the TVX Special Meeting shall only be made in
accordance with the TVX Special Resolution.
TVX DISSENT RIGHTS
13. A registered TVX Shareholder shall be entitled to dissent from the TVX
Special Resolution in accordance with the provisions of section 190 of the CBCA,
as modified by this Order and the Plan of Arrangement, and to seek the fair
value of the TVX Common Shares in respect of which the TVX Shareholder dissents,
such value being determined as set out in the CBCA, provided that such TVX
Shareholder gives written objection to the TVX Special Resolution to TVX on or
before 5:00 p.m. (Eastern time) on the business day preceding the TVX Special
Meeting, at ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ or to
the Chairman of the TVX Special Meeting before the commencement of the TVX
Special Meeting (or any adjournment or postponement thereof), and otherwise
strictly complies with the requirements of section 190 of the CBCA, as modified
by this Order and the Plan of Arrangement.
14. A dissenting TVX Shareholder is entitled to appear at the hearing of
the Application for approval of the Arrangement provided that such dissenting
shareholder has filed and served a notice of intention to appear in accordance
with paragraph 32 of this Order.
15. Notice shall be sufficiently given to the TVX Shareholders of their
right to dissent with respect to the TVX Special Resolution and to receive,
subject to the provisions of this Order, the fair value of their TVX Common
Shares by including information with respect to such right of dissent in the
Joint Supplement to be sent to the TVX Shareholders in accordance with paragraph
3 of this Order.
ECHO BAY SPECIAL MEETING
16. Echo Bay shall call, hold and conduct a special meeting (the "Echo Bay
Special Meeting") of the holders (the "Echo Bay Shareholders") of common shares
in the capital of Echo Bay ("Echo Bay Common Shares") to be held in the City of
Toronto in the Province of Ontario at 9:30 a.m. (Eastern time) on January 31,
2003, or such later date as the board of directors of Echo Bay shall determine,
for the purpose of (i) considering and, if deemed advisable, approving with or
without variation, a special resolution substantially in the form of the Echo
Bay Special Resolution (the "Echo Bay Special Resolution") set forth in the Echo
Bay Notice of Special Meeting and Management Information Circular (the "Echo Bay
Circular") attached as Exhibit "A" to the Echo Bay Affidavit, approving the
3
participation of Echo Bay in the Arrangement involving, inter alia, the exchange
of Echo Bay Common Shares for common shares of Kinross Gold Corporation
("Kinross") on the terms and conditions set forth in the Plan of Arrangement;
and (ii) transacting such other business as may properly be brought before the
Echo Bay Special Meeting.
17. Echo Bay, if it deems advisable, is specifically authorized to adjourn
or postpone the Echo Bay Special Meeting on one or more occasions, without the
necessity of further order of the Court or first convening the Echo Bay Special
Meeting or first obtaining any vote of Echo Bay Shareholders respecting the
adjournment or postponement.
NOTICES
18. Echo Bay shall mail the Echo Bay Circular (in substantially the form
set forth as Exhibit "A" to the Echo Bay Affidavit with such amendments as are
not inconsistent with the provisions of this Order), the Joint Supplement (in
substantially the form set forth as Exhibit "A" to the Kinross Affidavit with
such amendments as are not inconsistent with the provisions of this Order), and
the appropriate form of proxy (the "Echo Bay Proxy") (the Echo Bay Circular,
Joint Supplement and Echo Bay Proxy being collectively referred to as the "Echo
Bay Meeting Materials"), the Notice of Application and any other documents or
communication determined by Echo Bay to be necessary or appropriate which are
not inconsistent with the provisions of this Order, to the Echo Bay Shareholders
as shown on the register of shareholders at the close of business on the record
date established by Echo Bay for such purpose (the "Echo Bay Record Date"), to
the holders of options granted to purchase Echo Bay Common Shares ("Echo Bay
Options") as shown on the books and records of Echo Bay at the close of business
on the Echo Bay Record Date, to the holders of warrants to purchase Echo Bay
Common Shares ("Echo Bay Warrants") as shown on the books and records of Echo
Bay at the close of business on the Echo Bay Record Date, to the Echo Bay
directors, to the auditors of Echo Bay, and to the Director, by one of the
following methods not less than twenty-one (21) days before the date of the Echo
Bay Special Meeting, excluding date of delivery and the date of the Echo Bay
Special Meeting:
(i) in the case of registered holders of Echo Bay Common Shares, by
ordinary prepaid mail, courier or delivery in person to each such
holder at his, her or its address as shown on the books or records of
Echo Bay or its registrar and transfer agent;
(ii) in the case of non-registered holders of Echo Bay Common Shares, by
providing an adequate number of copies of the Echo Bay Meeting
Materials to intermediaries and registered nominees to facilitate
the distribution of these materials to beneficial holders of Echo
Bay Common Shares;
(iii) in the case of holders of Echo Bay Options and holders of Echo Bay
Warrants, by ordinary prepaid mail, by courier or delivery in
person, addressed to each such holder at his, her or its address, as
shown on the books and records of Echo Bay;
(iv) in the case of the directors of Echo Bay, by courier or delivery in
person, addressed to the individual directors;
(v) in the case of the auditors of Echo Bay, by courier or delivery in
person, addressed to the firm of auditors; and
(vi) in the case of the Director, by courier or facsimile or delivery in
person;
and such mailing, transmission, delivery or distribution, as applicable,
shall constitute good and sufficient service of notice of the Application,
the Echo Bay Special Meeting and the hearing in respect of the Application
upon such persons, and no other form of service need be made or other
material served.
19. The Echo Bay Meeting Materials shall be deemed, for the purposes of
this Interim Order and the Application, to have been received:
(i) in the case of distribution by ordinary prepaid mail, three (3)
business days after delivery thereof to the post office;
(ii) in the case of distribution by courier, one (1) business day after
receipt by the courier;
(iii) in the case of distribution by delivery in person, on receipt
thereof by the intended addressee; and
(iv) in the case of distribution by facsimile transmission, upon the
transmission thereof.
4
20. The accidental omission or delay in giving notice of the Echo Bay
Special Meeting or the non-receipt by any person of such notice shall not
invalidate any resolution passed or proceedings taken at the Echo Bay Special
Meeting.
21. Echo Bay is authorized, at its expense, to solicit proxies, directly
and through its officers, directors and employees, and through such agents or
representatives as it may retain for the purpose, and by mail or such other
forms of personal or electronic communication as it may determine.
CONDUCT OF ECHO BAY SPECIAL MEETING
22. The Echo Bay Special Meeting shall be called, held and conducted in
accordance with the Articles and By-laws of Echo Bay and the CBCA, subject to
the provisions of this Order and to such modifications as may be adopted at the
Echo Bay Special Meeting.
23. A quorum at the Echo Bay Special Meeting shall be the holders of a
majority of the shares entitled to vote on the Echo Bay Special Resolution,
present in person or by proxy at the Echo Bay Special Meeting.
24. The majority required to pass the Echo Bay Special Resolution at the
Echo Bay Special Meeting shall be not less than 66 2/3% of the votes cast by the
Echo Bay Shareholders who voted, in person or by proxy, in respect of the Echo
Bay Special Resolution.
25. The only persons entitled to vote at the Echo Bay Special Meeting,
either in person or by proxy, shall be the Echo Bay Shareholders as at the close
of business on the Echo Bay Record Date.
26. The only persons entitled to attend and speak at the Echo Bay Special
Meeting shall be the Echo Bay Shareholders or their respective proxies, Echo
Bay's directors and officers, Echo Bay's auditors, advisors and counsel, the
Director, and such other persons with the permission of the Chairperson of the
Echo Bay Special Meeting.
27. Echo Bay is authorized to make such amendments, revisions or
supplements to the Plan of Arrangement as it may determine, subject to the terms
of the Combination Agreement without any additional notice to the Echo Bay
securityholders, and the Plan of Arrangement as so amended, revised or
supplemented shall be the Plan of Arrangement that is the subject of the Echo
Bay Special Resolution, provided that any amendment, revision or supplement to
the Plan of Arrangement subsequent to the Echo Bay Special Meeting shall only be
made in accordance with the Echo Bay Special Resolution.
ECHO BAY DISSENT RIGHTS
28. A registered Echo Bay Shareholder shall be entitled to dissent from the
Echo Bay Special Resolution in accordance with the provisions of section 190 of
the CBCA, as modified by this Order and the Plan of Arrangement, and to seek the
fair value of the Echo Bay Common Shares in respect of which the Echo Bay
Shareholder dissents, such value being determined as set out in the CBCA,
provided that such Echo Bay Shareholder gives written objection to the Echo Bay
Special Resolution to Echo Bay on or before 5:00 p.m. (Eastern time) on the
business day preceding the Echo Bay Special Meeting, at Suite 1210, 101180 --
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ or to the Chairman of the Echo
Bay Special Meeting before the commencement of the Echo Bay Special Meeting (or
any adjournment or postponement thereof), and otherwise strictly complies with
the requirements of section 190 of the CBCA, as modified by this Order and the
Plan of Arrangement.
29. A dissenting Echo Bay Shareholder is entitled to appear at the hearing
of the Application for approval of the Arrangement provided that such dissenting
shareholder has filed and served a notice of intention to appear in accordance
with paragraph 32 of this Order.
30. Notice shall be sufficiently given to the Echo Bay Shareholders of
their right to dissent with respect to the Echo Bay Special Resolution and to
receive, subject to the provisions of this Order, the fair value of their Echo
Bay Common Shares by including information with respect to such right of dissent
in the Joint Supplement to be sent to the Echo Bay Shareholders in accordance
with paragraph 18 of this Order.
APPLICATION BY KINROSS SUBCO FOR FINAL ORDER
31. Upon the holding of the TVX Special Meeting and the Echo Bay Special
Meeting in the manner set forth in this Order and the approval of the TVX
Special Resolution and the Echo Bay Special Resolution in the manner set forth
5
in this Order, upon the approval by Kinross, in its capacity as sole shareholder
of Kinross Subco, of a special resolution approving the Arrangement, and upon
all other conditions precedent being satisfied or waived, Kinross Subco may
apply to this Honourable Court for approval of the Arrangement, which
application shall be heard on the 31th day of January, 2003 at 2:00 p.m.
(Eastern time), or so soon thereafter as counsel may be heard. The mailing,
transmission, delivery or distribution of the Notice of Application herein, in
accordance with paragraphs 3 and 18 of this Order, shall constitute good and
sufficient service of such Notice of Application pursuant to this Order and no
other form of service need be made and no other material need be served on such
persons in respect of these proceedings unless a Notice of Appearance is served,
in accordance with paragraph 32 below, not later than two days before the
hearing of this Application.
32. Persons desiring to appear at the hearing of the Application are
required to file with the Court and serve on Kinross Subco, TVX and Echo Bay on
or before January 24, 2003, a Notice of Appearance, including their address for
service in Toronto, Ontario (or alternatively a telecopier number for service by
facsimile), together with any evidence or material which is to be presented to
the Court. Service on Kinross Subco is to be effected by delivery to the
solicitors for Kinross Subco at:
Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. Galway
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Service on TVX is to be effected by delivery to the solicitors for TVX at:
Fasken ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Service on Echo Bay is to be effected by delivery to the solicitors for
Echo Bay at:
Fraser ▇▇▇▇▇▇ Casgrain LLP
1 First Canadian Place
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
33. In the event that the Application herein is adjourned, then, subject to
further order of this Court, only those persons having previously served a
notice of intention to appear in accordance with paragraph 32 hereof shall have
to be given notice of the adjournment date.
34. In addition to service of this Order in accordance with paragraphs 3
and 18 above, service of this Order shall be made upon all such persons who
appeared in this Application either by counsel or in person and upon the
Director.
VARIATION OF ORDER
35. Kinross Subco may at any time seek leave to vary this Order upon such
terms and the giving of such notice to TVX, Echo Bay and such others as this
Court may direct.
6
DIRECTION REGARDING RETURN OF APPLICATION
36. The Applicant hereby is granted leave to amend its Notice of
Application, issued November 26, 2002, and staff of the Commercial List Office
are directed to schedule the return of the Application herein to begin at 2:00
p.m. on Friday, January 31, 2003.
"▇. ▇▇▇▇▇▇▇"
----------------------------------
Local ▇▇▇▇▇▇▇▇▇
▇
▇▇▇▇▇▇▇ ▇-▇
Court File No: 02-CL-4776
ONTARIO
SUPERIOR COURT OF JUSTICE --
COMMERCIAL LIST
IN THE MATTER OF SECTION 192 OF THE CANADA
BUSINESS CORPORATIONS ACT, R.S.C. 1985, CHAP.
C-44, AS AMENDED
AND IN THE MATTER OF AN APPLICATION BY 4082389
CANADA INC. RELATING TO A PROPOSED ARRANGEMENT
INVOLVING 4082389 CANADA INC., TVX GOLD INC.
AND ECHO BAY MINES LTD.
AMENDED NOTICE OF APPLICATION
TO THE RESPONDENTS:
A PROCEEDING HAS BEEN COMMENCED by the Applicant. The claim made by the
Applicant appears on the following page.
THIS APPLICATION will come on for a hearing on Friday, January 31, 2003 at
2:00 p.m., before a judge presiding over the Commercial List at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.
IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in
the application or to be served with any documents in the application, you or an
Ontario lawyer acting for you must forthwith prepare a notice of appearance in
Form 38A prescribed by the Rules of Civil Procedure, serve it on the Applicant's
lawyer, or where the Applicant does not have a lawyer, serve it on the
Applicant, and file it, with proof of service, in this court office, and you or
your lawyer must appear at the hearing.
IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT
OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you or your lawyer
must, in addition to serving your notice of appearance, serve a copy of the
evidence on the Applicant's lawyer or, where the Applicant does not have a
lawyer, serve it on the Applicant, and file it, with proof of service, in the
court office where the application is to be heard as soon as possible, but at
least 2 days before the hearing.
IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND
WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO OPPOSE THIS APPLICATION BUT ARE
UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A
LOCAL LEGAL AID OFFICE.
DATE: November 26, 2002 Issued by: "▇▇▇▇▇▇ ▇▇▇▇▇"
------------------------------------
(Registry Officer)
Address of local office:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
TO: Fraser ▇▇▇▇▇▇ Casgrain LLP
1 First Canadian Place
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇.
P.O. Box 100
Toronto, ON M5X 1B2
Attn. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Tel. (▇▇▇) ▇▇▇-▇▇▇▇
Fax (▇▇▇) ▇▇▇-▇▇▇▇
Solicitors for Echo Bay Mines Ltd.
AND TO: All holders of common shares of Echo Bay Mines Ltd.
AND TO: All holders of options to purchase common shares of Echo Bay
Mines Ltd.
AND TO: All holders of warrants to purchase common shares of Echo
Bay Mines Ltd.
AND TO: Fasken ▇▇▇▇▇▇▇▇▇ DuMoulin LLP
42nd Floor
Toronto-Dominion Tower
Toronto-Dominion Centre
Toronto, ON M5K 1N6
Attn. ▇▇▇▇▇ ▇. ▇▇▇
Tel. (▇▇▇) ▇▇▇-▇▇▇▇
Fax (▇▇▇) ▇▇▇-▇▇▇▇
Solicitors for TVX Gold Inc.
AND TO: All holders of common shares of TVX Gold Inc.
AND TO: All holders of warrants to purchase common shares of TVX
Gold Inc.
AND TO: The Director appointed pursuant to Section 260 of the Canada
Business Corporations Act
Corporations Directorate
Industry Canada
▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Attention: Director, Compliance Branch
2
APPLICATION
1. The Applicant 4082389 Canada Inc. ("Kinross Subco") makes application for:
(a) An interim order (the "Interim Order") for the advice and direction
of this Honourable Court pursuant to subsection 192(4) of the Canada
Business Corporations Act, R.S.C. 1985, Chap. C-44, as amended (the
"CBCA") with respect to the Arrangement (as defined below) and this
Application;
(b) An order (the "Final Order") pursuant to section 192 of the CBCA,
approving a Plan of Arrangement (the "Arrangement") proposed by the
Applicant substantially in the form described in the management
information circular supplement (the "Joint Supplement"), which is to
accompany the notices of special meeting and management information
circulars of each of Echo Bay Mines Ltd. (the "Echo Bay Circular")
and TVX Gold Inc. (the "TVX Circular"). The current draft of the
Joint Supplement is attached as Exhibit "A" to the Affidavit of ▇▇▇▇
▇. ▇▇▇▇▇, the current draft of the Echo Bay Circular is attached as
Exhibit "A" to the Affidavit of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and the current
draft of the TVX Circular is attached as Exhibit "A" to the Affidavit
of R. ▇▇▇▇▇▇▇ ▇▇▇▇▇, each of which is to be filed in support of this
Application; and
(c) Such further and other relief as this Honourable Court may deem just.
2. The grounds for the Application are:
(a) All statutory requirements under the CBCA either have been fulfilled
or will be fulfilled by the date of the return of this Application;
(b) All directions set out in the Interim Order have been followed and
the shareholder approvals required pursuant to the Interim Order
shall have been obtained prior to the date of return of this
Application;
(c) The Arrangement is fair and reasonable and it is appropriate for this
Honourable Court to approve the Arrangement;
(d) Section 192 of the CBCA;
(e) Rules 14.05(2), 17.02, 37 and 38 of the Rules of Civil Procedure; and
(f) Such further and other grounds as counsel may advise and this
Honourable Court may permit.
3. The following documentary evidence will be used at the hearing of the
Application for the Final Order:
(a) Such Interim Order as may be granted by this Honourable Court;
(b) The Affidavit of ▇▇▇▇ ▇. ▇▇▇▇▇, sworn November 26, 2002, and the
exhibits thereto;
(c) The Affidavit of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, sworn November 25, 2002, and the
exhibits thereto;
(d) The Affidavit of R. ▇▇▇▇▇▇▇ ▇▇▇▇▇, sworn November 26, 2002, and the
exhibits thereto;
(e) The Supplementary Affidavit of ▇▇▇▇ ▇. ▇▇▇▇▇, sworn December 19,
2002, and the exhibits thereto;
(f) Such further affidavits of deponents on behalf of the Applicant,
reporting as to the compliance with any Interim Order of this
Honourable Court and as to the result of any meetings ordered by any
Interim Order of this Honourable Court; and
(g) Such further and other material as counsel may advise and this
Honourable Court may permit.
4. The Notice of Application will be sent to all registered holders of (i)
common shares, (ii) options to purchase common shares, and (iii) warrants
to purchase common shares of Echo Bay Mines Ltd. ("Echo Bay"), at the
address of each holder as shown on the books and records of Echo Bay at the
close of business on the record date established by Echo Bay for such
purpose, and to all registered holders of common shares and warrants to
purchase common shares of TVX Gold Inc. ("TVX"), at the address of each
holder as shown on the books and records of TVX at the close of business on
the record date established by TVX for such purpose, or in either case as
this Honourable Court may direct in the Interim Order, pursuant to Rules
17.02(n) and 17.02(o) of the Rules of Civil Procedure, in the case of those
holders whose addresses, as they appear on the books and records of Echo
Bay or TVX, are outside Ontario, and to the Director under the CBCA.
DATE: November 26, 2002 BLAKE, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
Barristers and Solicitors
▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇. GALWAY (LSUC#: 28423P)
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (LSUC#: 41633S)
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Solicitors for the Applicant
4082389 Canada Inc. and for
Kinross Gold Corporation
2
EXHIBIT C
PLAN OF ARRANGEMENT
IN THE MATTER OF THE ARRANGEMENT among 4082389 Canada Inc., TVX Gold Inc.
and Echo Bay Mines Ltd. pursuant to section 192 of the Canada Business
Corporations Act.
ARTICLE 1
INTERPRETATION
1.1 DEFINITIONS
In this Plan of Arrangement, unless the context otherwise requires:
"AMALCO" means the corporation resulting from the amalgamation of Kinross
Subco and TVX as a part of the Arrangement;
"AMALCO COMMON SHARES" means the common shares in the capital of Amalco;
"ARRANGEMENT" means the arrangement involving Kinross Subco, TVX and Echo
Bay under the provisions of the CBCA on the terms and conditions set forth in
this Plan of Arrangement resulting, inter alia, in the issuance of Kinross
Shares to the holders of record immediately prior to the Effective Date of the
TVX Common Shares and of the Echo Bay Common Shares;
"ARTICLES OF ARRANGEMENT" means the articles of arrangement concerning the
Arrangement of Kinross Subco, TVX and Echo Bay required under the CBCA to be
filed with the Director after the Final Order is made;
"BUSINESS DAY" means any day, other than Saturday, Sunday and a statutory
or civic holiday in the place where the action is to be taken;
"CBCA" means the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as
amended, and the regulations thereunder;
"CERTIFICATE OF ARRANGEMENT" means the certificate of arrangement giving
effect to the Arrangement, endorsed by the Director, issued pursuant to
subsection 192(7) of the CBCA;
"COMBINATION" means the Purchase and the Arrangement;
"COMBINATION AGREEMENT" means the agreement made as of the 10th day of
June, 2002 among Kinross, TVX and Echo Bay, as amended as of July 12, 2002, for
the purpose of entering into the Combination, as the same may be amended,
supplemented or restated from time to time;
"COURT" means the Superior Court of Ontario;
"DEPOSITARY" means Computershare Trust Company of Canada;
"DIRECTOR" means the Director appointed pursuant to Section 260 of the
CBCA;
"DISSENT RIGHTS" means the rights of dissent that may be exercised by
registered holders of TVX Common Shares or Echo Bay Common Shares as set out in
Section 4.1 hereof;
"DISSENTING SHAREHOLDER" means a registered holder of TVX Common Shares or
Echo Bay Common Shares who exercises the Dissent Right;
"ECHO BAY" means Echo Bay Mines Ltd., a corporation governed by the CBCA;
"ECHO BAY COMMON SHARES" means the common shares in the capital of Echo Bay
outstanding immediately prior to the Effective Date;
"ECHO BAY STOCK OPTIONS" means all options to purchase Echo Bay Common
Shares issued prior to the Effective Date and in full force and effect on the
Effective Date pursuant to the Echo Bay stock option, as that plan may be
amended, if necessary, prior to the Effective Date;
1
"ECHO BAY WARRANTS" means the warrants to purchase Echo Bay Common Shares
issued pursuant to the Warrant Indenture;
"EFFECTIVE DATE" means the date shown on the Certificate of Arrangement;
"EFFECTIVE TIME" means [5:00 p.m]. Eastern Time on the Effective Date;
"FINAL ORDER" means the order of the Court approving the Arrangement, as
such order may be amended at any time prior to the Effective Date or, if
appealed, then unless such appeal is withdrawn or denied, as affirmed;
"GOVERNMENTAL ENTITY" means (a) any multinational, federal, provincial,
state, regional, municipal, local or other governmental or public department,
central bank, court, tribunal, arbitral body, commission, stock exchange, self-
regulated securities market, board, bureau or agency, whether domestic or
foreign, (b) any subdivision, agent, commission, board or authority of any of
the foregoing or (c) any quasi-governmental or private body exercising any
regulatory, expropriation or taxing authority under or for the account of any of
the foregoing;
"INTERIM ORDER" means the interim order of the Court containing
declarations and directions with respect to the Arrangement;
"KINROSS" means Kinross Gold Corporation, a corporation governed by the
Business Corporations Act (Ontario);
"KINROSS COMMON SHARES" means the common shares in the capital of Kinross
prior to the Kinross Share Consolidation;
"KINROSS MEETING" means the special meeting of holders of the Kinross
Common Shares called for the purpose of considering and, if thought fit,
approving the Kinross Share Consolidation, approving the Kinross Share Issuance,
approving the termination of Kinross' shareholder rights plan and electing four
additional directors of Kinross;
"KINROSS SHARE CONSOLIDATION" means the consolidation of the Kinross Common
Shares on a one-for-three basis;
"KINROSS SHARE ISSUANCE" means the issue of Kinross Shares pursuant to (a)
the Arrangement, (b) the exercise after the Effective Date of any Stock Options
and (c) the exercise after the Effective Date of any Warrants which have not
been exercised prior to the Effective Date;
"KINROSS SHARES" means the common shares in the capital of Kinross
immediately after the filing of Articles of Amendment, if any, approved at the
Kinross Meeting giving effect to the Kinross Share Consolidation or, in the
absence of such filing, means the Kinross Common Shares;
"KINROSS SUBCO" means 4082389 Canada Inc., a corporation incorporated under
the CBCA;
"LAWS" means all laws, by-laws, rules, regulations, orders, ordinances,
protocols, codes, guidelines, policies, notices, directions and judgements or
other requirements of any Governmental Entity;
"MEETINGS" means
(i) the Kinross Meeting;
(ii) the special meeting of the holders of TVX Common Shares called for
the purpose of considering and, if thought fit, approving the
Arrangement; and
(iii) the special meeting of the holders of Echo Bay Common Shares called
for the purpose of considering and, if thought fit, approving the
Arrangement;
"PARTIES" means Kinross, TVX and Echo Bay;
"PERSON" includes an individual, partnership, association, body corporate,
trust, trustee, executor, administrator, legal representative or government,
including any Governmental Entity;
"PLAN OF ARRANGEMENT" means this Plan of Arrangement involving Kinross
Subco, TVX and Echo Bay, as such plan may be amended, modified or supplemented
from time to time in accordance with the provisions hereof or any order of the
Court;
2
"PURCHASE" means the purchase by TVX of the interest owned indirectly by
Newmont Mining Corporation in the business venture formed by TVX with certain
subsidiaries of Newmont Mining Corporation to explore, develop and operate gold
properties in North America and South America;
"STOCK OPTIONS" means the Echo Bay Stock Options and the TVX Stock Options;
"TVX" means TVX Gold Inc., a corporation governed by the CBCA;
"TVX COMMON SHARES" means the common shares in the capital of TVX
outstanding immediately prior to the Effective Date;
"TVX STOCK OPTIONS" means all options to purchase TVX Common Shares issued
prior to the Effective Date and in full force and effect on the Effective Date
pursuant to the TVX stock option plan as that plan may be amended, if necessary,
prior to the Effective Date;
"TVX WARRANT" means the warrant certificate evidencing the right to
purchase 8,000 TVX Common Shares dated August 13, 1999;
"WARRANTS" means the Echo Bay Warrants and the TVX Warrant; and
"WARRANT INDENTURE" means the Warrant Indenture dated May 9, 2002 between
Echo Bay and Computershare Trust Company of Canada providing for the issue of
39,100,000 Echo Bay share purchase warrants.
1.2 INTERPRETATION NOT AFFECTED BY HEADINGS
The division of this Plan of Arrangement into Articles, Sections,
subsections and paragraphs and the insertion of headings are for convenience of
reference only and shall not affect in any way the meaning or interpretation of
this Plan of Arrangement.
1.3 ARTICLE REFERENCES
Unless the contrary intention appears, references in this Plan of
Arrangement to an Article, Section, subsection or paragraph by number or letter
or both refer to the Article, Section, subsection or paragraph, respectively,
bearing that designation in this Plan of Arrangement.
1.4 NUMBER AND GENDER
In this Plan of Arrangement, unless the contrary intention appears, words
importing the singular number only shall include the plural and vice-versa, and
words importing the use of any gender shall include all genders.
1.5 DATE FOR ANY ACTION
If the date on which any action is required to be taken hereunder by any of
the parties is not a Business Day in the place where the action is required to
be taken, such action shall be required to be taken on the next succeeding day
which is a Business Day in such place.
1.6 GOVERNING LAW
This Plan of Arrangement shall be governed by and construed in accordance
with the laws of the Province of Ontario and the federal laws of Canada
applicable therein.
1.7 PAYMENTS
Any payments to be made hereunder, including payments or exchanges of
shares and in respect of fractional securities shall be made without interest
and less any tax required by applicable Laws to be deducted and withheld.
3
ARTICLE 2
PURPOSE AND EFFECT OF THE PLAN OF ARRANGEMENT
2.1 THE COMBINATION AGREEMENT
The Arrangement is made pursuant to and subject to the provisions of the
Combination Agreement.
2.2 THE EFFECTIVE TIME
This Plan of Arrangement will, upon filing of the Articles of Arrangement
and the issuance of the Certificate of Arrangement, become effective in the
sequence set out in Section 3.2 (except as otherwise provided therein) and will
be binding from and after the Effective Time.
2.3 CONDITIONS PRECEDENT
The implementation of this Plan of Arrangement is expressly subject to the
fulfilment or waiver, by the Party or Parties thereto entitled, of the
conditions precedent set out in the Combination Agreement.
ARTICLE 3
THE ARRANGEMENT
3.1 EFFECTIVENESS
Subject to the terms of the Combination Agreement, the Arrangement will
become effective in the sequence set out in Section 3.2 (except as otherwise
provided therein) and will be binding from and after the Effective Time on
Kinross Subco, TVX and Echo Bay and all registered and beneficial holders of TVX
Common Shares, Echo Bay Common Shares, Stock Options and Warrants.
3.2 THE ARRANGEMENT
On the Effective Date and commencing at the Effective Time, immediately
following completion of the Purchase, the following shall occur or be deemed to
have occurred in the following order without further act or formality:
(a) Kinross Subco shall amalgamate with TVX to form Amalco;
(b) as a result of the amalgamation, holders of TVX Common Shares (other
than Kinross) will receive for each TVX Common Share held:
(i) 2.1667 Kinross Shares, if the Kinross Share Consolidation has been
completed prior to the Effective Time; or
(ii) 6.5 Kinross Common Shares, if the Kinross Share Consolidation has
not been completed prior to the Effective Time;
(c) as a result of the amalgamation, Kinross, as the sole shareholder of
Kinross Subco, will receive one Amalco Common Share in exchange for
each common share of Kinross Subco held by Kinross and will receive
one Amalco Common Share for all TVX Common Shares, if any, held or
acquired by Kinross pursuant to the exercise of dissent rights;
(d) all right, title and interest of the registered and beneficial
holders of the Echo Bay Common Shares, in Echo Bay Common Shares
(other than Kinross), free and clear of any encumbrances, shall be
directly transferred and assigned to Kinross, in consideration for
Kinross Shares, on the basis of 0.1733 Kinross Share for each Echo
Bay Common Share (or 0.52 Kinross Common Shares, if the Kinross Share
Consolidation has not been completed prior to the Effective Date),
with the result that Kinross will be the registered and beneficial
owner of all Echo Bay Common Shares;
(e) in accordance with the terms of the TVX Options, each holder of a TVX
Option shall be entitled to receive upon the subsequent exercise of
such holder's TVX Option, in accordance with its terms, and shall
accept in lieu of the number of TVX Common Shares to which such
holder was theretofore entitled upon such exercise but for the same
aggregate consideration payable therefor, the aggregate number of
Kinross Shares
4
that such holder would have been entitled to receive as a result of
the transactions contemplated by this Plan of Arrangement, if, on the
Effective Date such holder had been the registered holder of the
number of TVX Common Shares to which such holder was theretofore
entitled upon such exercise. Kinross shall issue from time to time
Kinross Shares on exercise of TVX Options in consideration for
payment by Amalco to Kinross of the fair market value of such Kinross
Shares;
(f) in accordance with the terms of the Echo Bay Options, each holder of
an Echo Bay Option shall be entitled to receive upon the subsequent
exercise of such holder's Echo Bay Option, in accordance with its
terms, and shall accept in lieu of the number of Echo Bay Common
Shares to which such holder was theretofore entitled upon such
exercise but for the same aggregate consideration payable therefor,
the aggregate number of Kinross Shares that such holder would have
been entitled to receive as a result of the transactions contemplated
by this Plan of Arrangement, if, on the Effective Date, such holder
had been the registered holder of the number of Echo Bay Common
Shares to which such holder was theretofore entitled upon such
exercise. Kinross shall issue from time to time Kinross Shares on
exercise of Echo Bay Options, in consideration for payment by Echo
Bay to Kinross of the fair market value of such Kinross Shares;
(g) in accordance with the terms of the TVX Warrant, the holder of the
TVX Warrant shall be entitled to receive upon subsequent exercise of
the TVX Warrant in accordance with its terms, and shall accept in
lieu of the number of TVX Common Shares to which such holder was
theretofore entitled upon such exercise, but for the same aggregate
consideration payable therefor, the aggregate number of Kinross
Shares that such holder would have been entitled to receive as a
result of the transactions contemplated by this Plan of Arrangement,
if, on the Effective Date, such holder had been the registered holder
of the number of TVX Common Shares to which such holder was
theretofore entitled upon such exercise. Kinross shall issue Kinross
Shares on exercise of the TVX Warrant; and
(h) in accordance with the terms of the Warrant Indenture, each holder of
an Echo Bay Warrant shall be entitled to receive upon the subsequent
exercise of such holder's Echo Bay Warrant, in accordance with its
terms, and shall accept in lieu of the number of Echo Bay Common
Shares to which such holder was theretofore entitled upon such
exercise, but for the same aggregate consideration payable therefor,
the aggregate number of Kinross Shares that such holder would have
been entitled to receive as a result of the transactions contemplated
by this Plan of Arrangement, if, on the Effective Date, such holder
had been the registered holder of the number of Echo Bay Common
Shares to which such holder was theretofore entitled upon such
exercise. Kinross shall issue from time to time Kinross Shares on
exercise of Echo Bay Warrants.
ARTICLE FOUR
RIGHTS OF DISSENT
4.1 DISSENT RIGHTS
Registered holders of TVX Common Shares and registered holders of Echo Bay
Common Shares may exercise rights of dissent in connection with the Plan of
Arrangement (the "Dissent Right") in the manner set forth in section 190 of the
CBCA (as modified by the Interim Order, the Final Order and this Section 4.1) as
if that section (as so modified) was applicable to such registered holders.
Dissenting Shareholders who:
(a) are ultimately not entitled to be paid fair value, for any reason,
for their TVX Common Shares shall have participated and shall be
deemed to have participated in the Plan of Arrangement on the same
basis as any non-Dissenting Shareholder as at and from the Effective
Time and shall receive Kinross Shares on the basis set forth in
Article 3; or
(b) are ultimately not entitled to be paid fair value, for any reason,
for their Echo Bay Common Shares shall have participated and shall be
deemed to have participated in the Plan of Arrangement on the same
basis as any non-Dissenting Shareholder as at and from the Effective
Time and shall receive Kinross Shares on the basis set forth in
Article 3.
5
SECTION 4.2 DISSENTING SHAREHOLDERS
In no circumstances shall Kinross, TVX, Echo Bay, the transfer agent of any
of those companies or any other Person be required to recognize a Dissenting
Shareholder as a holder of TVX Common Shares or Echo Bay Common Shares and the
names of each Dissenting Shareholder shall be deleted from the register of
holders of TVX Common Shares or Echo Bay Common Shares, as the case may be, as
at the Effective Time.
ARTICLE FIVE
CERTIFICATES; FRACTIONAL SHARES
SECTION 5.1 TVX COMMON SHARE CERTIFICATES
From and after the Effective Time, certificates formerly representing TVX
Common Shares shall represent and be deemed to represent only the right to
receive Kinross Shares in accordance with this Plan of Arrangement, subject to
compliance with the provisions of Section 5.2 hereof.
SECTION 5.2 EXCHANGE OF TVX COMMON SHARE CERTIFICATES
A holder of TVX Common Shares at the Effective Time shall be entitled to
receive the certificates representing Kinross Shares to which such holder is
entitled pursuant to the provisions hereof as soon as practical after the
Effective Date upon delivery to Kinross or the Depositary of a duly completed
letter of transmittal and the certificates formerly representing TVX Common
Shares. As soon as possible after the Effective Date a letter of transmittal
will be furnished to each registered holder of TVX Common Shares. The Depositary
shall register and make available or send certificates representing Kinross
Shares as directed in each properly completed letter of transmittal.
Notwithstanding any of the other provisions hereof, any certificate which
immediately prior to the Effective Time represented outstanding TVX Common
Shares that were exchanged for Kinross Shares in connection with the
amalgamation of Kinross Subco and TVX shall cease to represent a claim or
interest of any kind or nature against TVX and, if it has not been surrendered
with all other instruments required by this Section 5.2 on or prior to the sixth
anniversary of the Effective Date, shall cease to represent a claim or interest
of any kind or nature against Kinross. In such circumstances, the Person
ultimately entitled to any certificate hereunder shall be deemed to have
surrendered such entitlement to Kinross together with all entitlement to
dividends, distributions and cash for fractional interest therein held for such
former holder of TVX Common Shares for no consideration.
SECTION 5.3 ECHO BAY SHARE CERTIFICATES
From and after the Effective Time, certificates formerly representing Echo
Bay Common Shares shall represent and be deemed to represent only the right to
receive Kinross Shares in accordance with this Plan of Arrangement, subject to
compliance with the provisions of Section 5.4 hereof.
SECTION 5.4 EXCHANGE OF ECHO BAY SHARE CERTIFICATES
A holder of Echo Bay Common Shares at the Effective Time shall be entitled
to receive the certificates representing Kinross Shares to which such holder is
entitled pursuant to the provisions hereof as soon as practical after the
Effective Date upon delivery to Kinross or the Depositary of a duly completed
letter of transmittal and the certificates formerly representing Echo Bay Common
Shares. As soon as possible after the Effective Date a letter of transmittal
will be furnished to each registered holder of Echo Bay Common Shares. The
Depositary shall register and make available or send certificates representing
Kinross Shares as directed in each properly completed letter of transmittal.
Notwithstanding any of the other provisions hereof, any certificate which
immediately prior to the Effective Time represented outstanding Echo Bay Common
Shares that were exchanged for Kinross Shares in connection with this Plan of
Arrangement shall cease to represent a claim or interest of any kind or nature
against Echo Bay and, if it has not been surrendered with all other instruments
required by this Section 5.4 on or prior to the sixth anniversary of the
Effective Date, shall cease to represent a claim or interest of any kind or
nature against Kinross. In such circumstances, the Person ultimately entitled to
any certificate hereunder shall be deemed to have surrendered such entitlement
to Kinross together with all entitlement to dividends, distributions and cash
for fractional interest thereon held for such former holder of Echo Bay Common
Shares for no consideration.
6
SECTION 5.5 FRACTIONAL SHARES
No fractional Kinross Shares will be issued in connection with the
foregoing and any holder of TVX Common Shares, Echo Bay Common Shares or Stock
Options otherwise entitled to receive a fraction of a Kinross Share shall
instead receive an amount in cash determined on the basis that each Kinross
Share has a value equal to the volume-weighted average price of the Kinross
Shares on the Toronto Stock Exchange on the first five trading days on which
such shares trade on such exchange immediately following the Effective Date.
ARTICLE SIX
GENERAL
SECTION 6.1 EFFECTIVENESS
No portion of this Plan of Arrangement shall take effect with respect to
any Person until the Effective Time.
SECTION 6.2 PARAMOUNTCY
From and after the Effective Time (i) this Plan of Arrangement shall take
precedence and priority over any and all TVX Common Shares, Echo Bay Common
Shares, Stock Options and Warrants issued prior to the Effective Time; (ii) the
rights and obligations of the registered holders of TVX Common Shares, Echo Bay
Common Shares, Stock Options, Warrants, any trustee or transfer agent therefore,
Kinross Subco, TVX and Echo Bay shall be solely as provided for in this Plan of
Arrangement and (iii) all actions, causes of action, claims or proceedings
(actual or contingent and whether or not previously asserted) based on or in any
way relating to any TVX Common Shares, Echo Bay Common Shares, Stock Options or
Warrants shall be deemed to have been settled, compromised, released and
determined without liability except as set forth herein.
SECTION 6.3 AMENDMENT
(1) The Parties reserve the right to amend, modify and/or supplement this
Plan of Arrangement at any time and from time to time provided that
any such amendment, modification or supplement must be contained in a
written document which is (i) agreed to by the Parties pursuant to
the Combination Agreement, (ii) filed with the Court and, if made
following the Meetings (or any of them) approved by the Court and
(iii) if so required, communicated to shareholders in the manner
required by the Court.
(2) Any amendment, modification or supplement to this Plan of Arrangement
may be proposed by the Parties at any time prior to or at the
Meetings, with or without any prior notice or communication, and if
so proposed and accepted by the persons voting at the Meetings (other
than as may be required under the Interim Order) shall become part of
this Plan of Arrangement for all purposes.
(3) Any amendment, modification or supplement to this Plan of Arrangement
which is approved by the Court following the Meetings shall be
effective only if it is agreed to by the Parties pursuant to the
Combination Agreement.
(4) Any amendment, modification or supplement to this Plan of Arrangement
may be made unilaterally by the Parties after the Effective Date
without the approval of the shareholders of each such Party, provided
that (i) it is agreed to by the Parties pursuant to the Combination
Agreement and (ii) it concerns a matter which, in the reasonable
opinion of the Parties, is of an administrative or ministerial nature
required to better give effect to the implementation of this Plan of
Arrangement and is not materially adverse to the financial or
economic interests of any of the shareholders of such Party.
SECTION 6.4 TERMINATION
At any time up until the time the Final Order is made, the Parties may
mutually determine not to proceed with this Plan of Arrangement, or to terminate
this Plan of Arrangement, notwithstanding any prior approvals given at any of
the Meetings. In addition to the foregoing, this Plan of Arrangement shall
automatically and without notice, terminate immediately and be of no further
force or effect, upon the termination of the Combination Agreement in accordance
with its terms.
7
SECTION 6.5 FURTHER ASSURANCES
Notwithstanding that the transaction and events set out in this Plan of
Arrangement shall occur and be deemed to have occurred in the order set out
herein, without any additional act or formality, each of the Persons affected
hereby shall make, do and execute, or cause to be made, done and executed, all
such further acts, deeds, agreements, transfers, assurances, instruments or
documents as may reasonably be required by the Parties in order to implement
this Plan of Arrangement.
SECTION 6.6 NOTICES
Any notice, consent, waiver, direction or other communication required or
permitted to be given under this Plan of Arrangement shall be in writing and
shall refer to this Plan of Arrangement and may be made or given by the Person
making or giving it or by any agent of such Person authorized for that purpose
by personal delivery, by prepaid mail or by telecopier addressed to the
respective Parties as follows:
(a) if to Kinross Subco:
Kinross Gold Corporation
52nd Floor
Scotia Plaza
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice-President
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(b) if to TVX:
TVX Gold Inc.
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: T. ▇▇▇▇ ▇▇▇▇▇▇
President and Chief Executive Officer
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(c) if to Echo Bay:
Echo Bay Mines Ltd.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Chairman and Chief Executive Officer
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(d) if to a shareholder of Kinross, TVX or Echo Bay to the last known
address for such shareholder as shown on the books maintained by the
transfer agent of each Party.
Any such notice, consent, waiver, direction or other communication shall,
if delivered, be deemed to have been given and received on the date on which it
was delivered to the address provided herein (if prior to 4:00 p.m. at the place
of receipt on a Business Day, or if not, on the next Business Day) and if sent
by facsimile transmission be deemed to have been given and received at the time
of receipt unless actually received on a day other than a Business Day or
8
after 4:00 p.m. at the place of receipt on a Business Day in which case it shall
be deemed to have been given and received on the next Business Day. Any such
address for service or facsimile number may be changed by notice given as
aforesaid.
9
EXHIBIT D
SECTION 190 OF THE
CANADA BUSINESS CORPORATIONS ACT
190. (1) RIGHT TO DISSENT -- Subject to sections 191 and 241, a holder of
shares of any class of a corporation may dissent if the corporation is subject
to an order under paragraph 192(4)(d) that affects the holder or if the
corporation resolves to
(a) amend its articles under section 173 or 174 to add, change or remove
any provisions restricting or constraining the issue, transfer or
ownership of shares of that class;
(b) amend its articles under section 173 to add, change or remove any
restriction on the business or businesses that the corporation may carry
on;
(c) amalgamate otherwise than under section 184;
(d) be continued under section 188;
(e) sell, lease or exchange all or substantially all its property under
subsection 189(3); or
(f) carry out a going-private transaction or a squeeze-out transaction.
(2) FURTHER RIGHT -- A holder of shares of any class or series of shares
entitled to vote under section 176 may dissent if the corporation resolves to
amend its articles in a manner described in that section.
(2.1) IF ONE CLASS OF SHARES -- The right to dissent described in
subsection (2) applies even if there is only one class of shares.
(3) PAYMENT FOR SHARES -- In addition to any other right the shareholder
may have, but subject to subsection (26), a shareholder who complies with this
section is entitled, when the action approved by the resolution from which the
shareholder dissents or an order made under subsection 192(4) becomes effective,
to be paid by the corporation the fair value of the shares in respect of which
the shareholder dissents, determined as of the close of business on the day
before the resolution was adopted or the order was made.
(4) NO PARTIAL DISSENT -- A dissenting shareholder may only claim under
this section with respect to all the shares of a class held on behalf of any one
beneficial owner and registered in the name of dissenting shareholder.
(5) OBJECTION -- A dissenting shareholder shall send to the corporation, at
or before any meeting of shareholders at which a resolution referred to in
subsection (1) or (2) is to be voted on, a written objection to the resolution,
unless the corporation did not give notice to the shareholder of the purpose of
the meeting and of their right to dissent.
(6) NOTICE OF RESOLUTION -- The corporation shall, within ten days after
the shareholders adopt the resolution, send to each shareholder who has filed
the objection referred to in subsection (5) notice that the resolution has been
adopted, but such notice is not required to be sent to any shareholder who voted
for the resolution or who has withdrawn their objection.
(7) DEMAND FOR PAYMENT -- A dissenting shareholder shall, within twenty
days after receiving a notice under subsection (6) or, if the shareholder does
not receive such notice, within twenty days after learning that the resolution
has been adopted, send to the corporation a written notice containing
(a) the shareholder's name and address;
(b) the number and class of shares in respect of which the shareholder
dissents; and
(c) a demand for payment of the fair value of such shares.
(8) SHARE CERTIFICATE -- A dissenting shareholder shall, within thirty days
after sending a notice under subsection (7), send the certificates representing
the shares in respect of which the shareholder dissents to the corporation or
its transfer agent.
(9) FORFEITURE -- A dissenting shareholder who fails to comply with
subsection (8) has no right to make a claim under this section.
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(10) ENDORSING CERTIFICATE -- A corporation or its transfer agent shall
endorse on any share certificate received under subsection (8) a notice that the
holder is a dissenting shareholder under this section and shall forthwith return
the share certificates to the dissenting shareholder.
(11) SUSPENSION OF RIGHTS -- On sending a notice under subsection (7), a
dissenting shareholder ceases to have any rights as a shareholder other than to
be paid the fair value of their shares as determined under this section except
where
(a) the shareholder withdraws that notice before the corporation makes an
offer under subsection (12),
(b) the corporation fails to make an offer in accordance with subsection
(12) and the shareholder withdraws the notice, or
(c) the directors revoke a resolution to amend the articles under
subsection 173(2) or 174(5), terminate an amalgamation agreement under
subsection 183(6) or an application for continuance under subsection
188(6), or abandon a sale, lease or exchange under subsection 189(9),
in which case the shareholder's rights are reinstated as of the date the notice
was sent.
(12) OFFER TO PAY -- A corporation shall, not later than seven days after
the later of the day on which the action approved by the resolution is effective
or the day the corporation received the notice referred to in subsection (7),
send to each dissenting shareholder who has sent such notice
(a) a written offer to pay for their shares in an amount considered by
the directors of the corporation to be the fair value, accompanied by a
statement showing how the fair value was determined; or
(b) if subsection (26) applies, a notification that it is unable lawfully
to pay dissenting shareholders for their shares.
(13) SAME TERMS -- Every offer made under subsection (12) for shares of the
same class or series shall be on the same terms.
(14) PAYMENT -- Subject to subsection (26), a corporation shall pay for the
shares of a dissenting shareholder within ten days after an offer made under
subsection (12) has been accepted, but any such offer lapses if the corporation
does not receive an acceptance thereof within thirty days after the offer has
been made.
(15) CORPORATION MAY APPLY TO COURT -- Where a corporation fails to make an
offer under subsection (12), or if a dissenting shareholder fails accept an
offer, the corporation may, within fifty days after the action approved by the
resolution is effective or within such further period as a court may allow,
apply to a court to fix a fair value for the shares of any dissenting
shareholder.
(16) SHAREHOLDER APPLICATION TO COURT -- If a corporation fails to apply to
a court under subsection (15), a dissenting shareholder may apply to a court for
the same purpose within a further period of twenty days or within such further
period as a court may allow.
(17) VENUE -- An application under subsection (15) or (16) shall be made to
a court having jurisdiction in the place where the corporation has its
registered office or in the province where the dissenting shareholder resides if
the corporation carries on business in that province.
(18) NO SECURITY FOR COSTS -- A dissenting shareholder is not required to
give security for costs in an application made under subsection (15) or (16).
(19) PARTIES -- On an application to a court under subsection (15) or (16),
(a) all dissenting shareholders whose shares have not been purchased by
the corporation shall be joined as parties and are bound by the decision
of the court; and
(b) the corporation shall notify each affected dissenting shareholder of
the date, place and consequences of the application and of their right
to appear and be heard in person or by counsel.
(20) POWERS OF COURT -- On an application to a court under subsection (15)
or (16), the court may determine whether any other person is a dissenting
shareholder who should be joined as a party, and the court shall then fix a fair
value for the shares of all dissenting shareholders.
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(21) APPRAISERS -- A court may in its discretion appoint one or more
appraisers to assist the court to fix a fair value for the shares of the
dissenting shareholders.
(22) FINAL ORDER -- The final order of a court shall be rendered against
the corporation in favour of each dissenting shareholder and for the amount of
his shares as fixed by the court.
(23) INTEREST -- A court may in its discretion allow a reasonable rate of
interest on the amount payable to each dissenting shareholder from the date the
action approved by the resolution is effective until the date of payment.
(24) NOTICE THAT SUBSECTION (26) APPLIES -- If subsection (26) applies, the
corporation shall, within ten days after the pronouncement of an order under
subsection (22), notify each dissenting shareholder that it is unable lawfully
to pay dissenting shareholders for their shares.
(25) EFFECT WHERE SUBSECTION (26) APPLIES -- If subsection (26) applies, a
dissenting shareholder, by written notice delivered to the corporation within
thirty days after receiving a notice under subsection (24), may
(a) withdraw their notice of dissent, in which case the corporation is
deemed to consent to the withdrawal and the shareholder is reinstated to
their full rights as a shareholder; or
(b) retain a status as a claimant against the corporation, to be paid as
soon as the corporation is lawfully able to do so or, in a liquidation,
to be ranked subordinate to the rights of creditors of the corporation
but in priority to its shareholders.
(26) LIMITATION -- A corporation shall not make a payment to a dissenting
shareholder under this section if there are reasonable grounds for believing
that
(a) the corporation is or would after the payment be unable to pay its
liabilities as they become due; or
(b) the realizable value of the corporation's assets would thereby be
less than the aggregate of its liabilities.
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