BEMA GOLD CORPORATION
KINROSS GOLD AND BEMA GOLD SIGN
ARRANGEMENT AGREEMENT AND RELATED DOCUMENTS
TORONTO, Ontario
and
VANCOUVER, British Columbia – December 22, 2006
–
Kinross Gold Corporation (“Kinross”) (TSX: K, NYSE: KGC) and Bema Gold
Corporation (“Bema”) (TSX/NYSE: BGO, AIM: BAU) announced today that they have
signed the definitive Arrangement Agreement (the “Arrangement Agreement”) and
certain related agreements in connection with Kinross’ acquisition of Bema.
Pursuant to the Arrangement Agreement, Bema and Kinross have agreed that the
consideration to be received by Bema shareholders pursuant to the transaction will
increase from 0.441 to 0.4447 of a Kinross common share plus Cdn.$0.01 in cash for
each Bema common share, and that Bema’s indirect interest in Petrex (Proprietary) Ltd.
will not be transferred to B2 Gold Corp. (“B2 Gold”), a company to be owned by certain
members of Bema’s management and Kinross, as previously contemplated under the
agreement announced on November 6, 2006.
The Bema Board of Directors has unanimously approved the transaction and Bema’s
independent financial advisor has provided an opinion that the offered consideration of
0.4447 of a Kinross common share for each Bema common share is fair, from a
financial point of view, to shareholders of Bema other than Kinross, and that the
consideration offered pursuant to the B2 Gold transaction is fair, from a financial point of
view, to Bema.
It is expected that the proxy circular for the meeting of Bema shareholders to be held to
approve the acquisition will be mailed to Bema shareholders later this month, with the
Bema shareholders meeting to be held on January 30, 2007.
Kinross Today
Kinross, a Canadian-based gold mining company, is the fourth largest primary gold
producer in North America and the eighth largest in the world. With eight mines in
Canada, the United States, Brazil and Chile, Kinross employs more than 3,700 people.
Kinross maintains a strong balance sheet and a no gold hedging policy. Kinross is
focused on the strategic objective maximizing net asset value and cash flow per share
through a four-point plan built on growth from core operations; expanding capacity for
the future; attracting and retaining the best people in the industry; and driving new
opportunities through exploration and acquisition. Kinross maintains listings on the
Toronto Stock Exchange (symbol: K) and the New York Stock Exchange (symbol:
KGC).