Toronto, Ontario, February 27, 2009 - Kinross
Gold Corporation (TSX-K; NYSE-KGC) announced today that it has
entered into a new shareholder rights plan dated as of February 26,
2009 (the "New Plan"). The New Plan will ensure that Kinross and
its shareholders continue to receive the benefits associated with
Kinross' current shareholder rights plan (the "Current Plan") which
expires on March 29, 2009. The New Plan has been adopted at this
time to prevent any gap in shareholder protection and will be
effective on March 29, 2009 or earlier if certain events under the
Current Plan were to occur. Subject to the receipt of requisite
regulatory approvals, to shareholder ratification at Kinross'
annual meeting on May 6, 2009 and to shareholder reconfirmation of
the New Plan at Kinross' annual meetings in 2012 and 2015, the New
Plan will be in effect until the ninth anniversary of the date on
which it becomes effective.
As with the Current Plan, the New Plan is designed to provide
adequate time for the Board of Directors and shareholders to assess
an unsolicited take-over bid for Kinross, to provide the Board of
Directors with sufficient time to explore and develop alternatives
for maximizing shareholder value if a take-over bid is made, and to
provide shareholders with an equal opportunity to participate in a
take-over bid and receive full and fair value for their Kinross
common shares (the "Common Shares").
The rights issued under the New Plan will initially attach to
and trade with the Common Shares and no separate certificates will
be issued unless an event triggering these rights occurs. The
rights will become exercisable only when a person, including any
party related to it, acquires or attempts to acquire 20 percent or
more of the outstanding Shares without complying with the
"Permitted Bid" provisions of the New Plan or without approval of
the Board of Directors. Should such an acquisition occur or be
announced, each right would, upon exercise, entitle a rights
holder, other than the acquiring person and related persons, to
purchase Common Shares at a 50 percent discount to the market price
at the time.
Under the New Plan, a Permitted Bid is a bid which is made to
all holders of the Common Shares and which is open for acceptance
for not less than 60 days. If at the end of 60 days at least 50
percent of the outstanding Common Shares, other than those owned by
the offeror and certain related parties have been tendered, the
offeror may take up and pay for the Common Shares but must extend
the bid for a further 10 days to allow other shareholders to
tender.
The rights plan is similar to other shareholder rights plans
recently adopted by several other Canadian companies. A material
change report and a complete copy of the rights plan are being
filed on the System for Electronic Document Analysis and Retrieval
(SEDAR).