40 King Street West, 52 Floor
Toronto, ON M5H 3Y2
www.kinross.com
Tel: 416 365 5123
Fax: 416 363 6622
Toll Free: 866-561-3636
nd
PRESS RELEASE
Kinross Extends Acquisition Agreement With Crown Resources
to First Quarter 2006
Toronto, Ontario, June 1, 2005…Kinross Gold Corporation
(TSX-K; NYSE-KGC) (“Kinross”)
announced that it has signed an amendment (the “Amendment”) with
Crown Resources
Corporation
(OTCBB-CRCE) (“Crown”) to extend the termination date of the definitive
acquisition agreement (the “Agreement”) and adjust the price that Kinross will pay to acquire
Crown and its 100%-owned Buckhorn Mountain gold deposit located in north central
Washington State, USA.
With this Amendment, the termination date of the Agreement has been extended to March 31,
2006, subject to Kinross filing its financial statements no later than December 31, 2005. The
transaction is subject to regulatory approvals, a minimum two-thirds approval at a special
meeting of Crown shareholders and other customary closing conditions. Both parties are
working to close the transaction as rapidly as possible.
Under the terms of the Amendment, shareholders of Crown will receive 0.34 shares of Kinross
for each share of Crown, an increase of 0.0489 over the original exchange ratio of 0.2911. A
valuation collar has also been agreed upon in which the aggregate maximum value of Kinross
common shares to be issued to Crown shareholders is US$110 million and the minimum value
is US$77.5 million, excluding shares held by Kinross.
Kinross has also agreed to purchase a US$10.0 million convertible debenture (the “Debenture”)
from Crown. The Debenture is convertible into 5.8 million shares of Crown. In the event the
Agreement is terminated, Crown shall have the right to convert all amounts due under this
Debenture by providing 30 days prior notice to Kinross.
Assuming all of the outstanding Crown warrants and options are converted, a total of
approximately 16.6 million common shares of Kinross will be issued upon the completion of the
transaction.
Tye Burt, President and C.E.O. of Kinross said “We are driving hard to complete the appropriate
filings to make this transaction happen. We remain 100% committed to the deal, and look
forward to starting work on the property as soon as possible.”
The Buckhorn Mountain gold deposit is a high-grade skarn gold deposit located 240 kilometres
northwest of Spokane, Washington, approximately 67 kilometers by road from Kinross’ Kettle
River gold milling facility. As at December 31, 2003, Crown had reported total proven and
probable reserves of approximately 2.8 million tonnes grading 11 grams per tonne gold and
other mineralization of 0.4 million tonnes grading 16 grams per tonne gold as reported in the
technical report prepared by SRK Consulting dated December 2003. The technical report
containing information about reserves and resources is compliant with Canadian National
Instrument 43-101, was filed on SEDAR on December 5, 2003 and can be found under Kinross’
profile at www.sedar.com. With the assistance of an independent consulting engineering firm,