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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
KINROSS GOLD CORPORATION
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(Name of Issuer)
COMMON SHARES
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(Title of Class of Securities)
496902107
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(CUSIP Number)
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PHILIP C. WOLF, SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CYPRUS AMAX MINERALS COMPANY, 9100 EAST MINERAL CIRCLE
ENGLEWOOD, COLORADO 80112
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(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
JUNE 1, 1998
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(Date of Event Which Requires Filing of This
Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 50 Pages)
- ------------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- ---------------------------- ------------------------
CUSIP NO. 496902107 PAGE 2 OF 50 PAGES
- ---------------------------- ------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CYPRUS AMAX MINERALS COMPANY
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY [ ]
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC; OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
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7
SOLE VOTING POWER
55,304,758 (includes approximately 10,000,000 shares
issuable upon exercise of warrants)
NUMBER OF
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8
SHARES SHARED VOTING POWER
43,725,615 (shares held by subsidiaries)
BENEFICIALLY
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9
OWNED BY SOLE DISPOSITIVE POWER
55,304,758 (includes approximately 10,000,000 shares
issuable upon exercise of warrants)
EACH
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10
REPORTING SHARED DISPOSITIVE POWER
43,725,615 (shares held by subsidiaries)
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,030,373
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.8%
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP NO. 496902107 PAGE 3 OF 50 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AMAX ENERGY INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY [ ]
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4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
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7
SOLE VOTING POWER
0
NUMBER OF
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8
SHARES SHARED VOTING POWER
25,063,492
BENEFICIALLY
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9
OWNED BY SOLE DISPOSITIVE POWER
0
EACH
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10
REPORTING SHARED DISPOSITIVE POWER
25,063,492
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,063,492
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP NO. 496902107 PAGE 4 OF 50 PAGES
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CYPRUS GOLD COMPANY
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY [ ]
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4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
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7
SOLE VOTING POWER
0
NUMBER OF
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8
SHARES SHARED VOTING POWER
12,306,150
BENEFICIALLY
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9
OWNED BY SOLE DISPOSITIVE POWER
0
EACH
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10
REPORTING SHARED DISPOSITIVE POWER
12,306,150
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,306,150
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ---------------------------- ------------------------
CUSIP NO. 496902107 PAGE 5 OF 50 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MINERA CYPRUS AMAX CHILE LIMITADA
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY [ ]
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE ORGANIZATION
CHILE
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7
SOLE VOTING POWER
0
NUMBER OF
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8
SHARES SHARED VOTING POWER
6,355,973
BENEFICIALLY
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9
OWNED BY SOLE DISPOSITIVE POWER
0
EACH
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10
REPORTING SHARED DISPOSITIVE POWER
6,355,973
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,355,973
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
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14 TYPE OF REPORTING PERSON
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 50 Pages
Item 1. Security and Issuer.
This Statement relates to the common shares without nominal or par
value (the "Kinross Common Stock") of Kinross Gold Corporation, a corporation
organized pursuant to the laws of the Province of Ontario, Canada (the
"Issuer"), whose principal executive offices are located at Suite 5700, Scotia
Plaza, 40 King Street West, Toronto, Ontario, Canada M5H 3Y2.
Item 2. Identity and Background.
This Statement is filed by Cyprus Amax Minerals Company, a Delaware
corporation ("Cyprus Amax"), Amax Energy Inc., a Delaware corporation ("Amax
Energy"), Cyprus Gold Company, a Delaware corporation ("Cyprus Gold") and Minera
Cyprus Amax Chile Limitada, a Chilean limited partnership ("Minera Cyprus," and,
collectively with Cyprus Amax, Amax Energy and Cyprus Gold, the "Cyprus
Entities").
Cyprus Amax is a diversified mining company, engaged directly or
through subsidiaries and affiliates, in the exploration for and extraction,
processing and marketing of mineral resources. Cyprus Amax's principal business
and office address is 9100 East Mineral Circle, Englewood Colorado 80112. Each
of Amax Energy and Cyprus Gold is a wholly owned subsidiary of Cyprus Amax and
has the same principal business and office address as Cyprus Amax. Minera Cyprus
is a wholly owned subsidiary of Cyprus Amax whose principal executive offices
are located at Hendaya 60 Piso, 9 Of. 902, Santiago, Chile.
Information with respect to the executive officers, directors and
partners of each of the Cyprus Entities, including name, business address,
present principal occupation or employment, and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, is listed on the schedule attached hereto as Schedule I, which is
incorporated herein by reference.
None of the Cyprus Entities, nor, to the best of their knowledge,
any executive officer, director or partner of any of the Cyprus Entities, has
during the last five years been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a
<PAGE>
Page 7 of 50 Pages
result of such proceedings was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
To the best knowledge of the Cyprus Entities, all of
their executive officers and directors are United States citizens, except
Francisco Tomic, who is a citizen of Chile.
Item 3. Source and Amount of Funds or Other Consideration.
The consideration paid by the Cyprus Entities pursuant to the
transactions described in Item 4, below was comprised of (i) 67,507,655 shares
of common stock of Amax Gold Inc., a Delaware corporation, ("Amax Gold"), which
were converted into 54,033,126 shares of Kinross Common Stock pursuant to the
Merger (as defined below) (ii) approximately $90.3 million in aggregate
principal amount of indebtedness owed by Amax Gold to Cyprus Amax (which was
converted into 23,398,598 shares of Kinross Common Stock) and (iii)
approximately $44.7 million in cash (for which the Cyprus Entities acquired
11,598,649 shares of Kinross Common Stock and approximately 10 million Kinross
Warrants (as defined in the Stockholder Agreement)). The actual number of
Kinross Warrants held by the Cyprus Entities will be determined in part by
reference to a trading period that ends after the date of this Statement.
The approximately $44.7 million in cash was obtained from general
corporate funds.
Item 4. Purpose of Transaction.
The Issuer, Amax Gold and/or the Cyprus Entities entered into three
agreements which set forth certain transactions briefly summarized below. These
agreements included (1) a Merger Agreement dated as of February 9, 1998, as
amended, by and among the Issuer, Amax Gold and Kinross Merger Corporation
("Kinross Sub"), a wholly owned subsidiary of Kinross (the "Merger Agreement"),
(2) a Stockholder Agreement, dated as of February 9, 1998, as amended, by and
among the Issuer, Kinross Sub, and the Cyprus Entities (other than Minera
Cyprus) (the "Stockholder Agreement"), and (3) an Investor Agreement, dated as
of February 9,
<PAGE>
Page 8 of 50 Pages
1998, as amended, by and among the Issuer and the Cyprus Entities (other than
Minera Cyprus)(the "Investor Agreement"). All summary descriptions of the
Agreements set forth herein are qualified in their entirety by reference to the
full text of the Agreements, filed as Exhibits hereto.
Pursuant to the Merger Agreement, on June 1, 1998 (the "Effective
Time"), Kinross Sub merged (the "Merger") with and into Amax Gold. Amax Gold
survived the merger and became a subsidiary of Kinross. At the Effective
Time, each share of common stock, par value $0.01 per share (the "Amax Gold
Common Stock"), of Amax Gold (other than Amax Gold Common Stock held by Amax
Gold, Kinross or Kinross Sub) was automatically converted into 0.8004 shares of
Kinross Common Stock. Each share of $3.75 Series B Convertible Preferred Stock,
$1.00 par value (the "Amax Gold Preferred Stock"), of Amax Gold remained
outstanding with terms not affected, except that such shares became convertible
into shares of Kinross Common Stock as provided in the Amax Gold certificate of
incorporation. In addition, after the Effective Time, each share of Amax Gold
Preferred Stock became entitled to 1.4 votes per share, voting together as a
class with each share of Amax Gold Common Stock outstanding after the Effective
Time.
In accordance with the Merger Agreement, after the Effective Time,
Robert M. Buchan remained Chairman of the Board and Chief Executive Officer of
Kinross and Milton H. Ward, formerly Chairman and Chief Executive Officer of
Amax Gold, became Vice Chairman of Kinross. In addition, after the Effective
Time, the Kinross Board of Directors became composed of 12 members, six of whom
were members prior to the Effective Time, three of whom were nominated by Cyprus
Amax, two of whom were nominated by Amax Gold and one vacancy. The directors
nominated by Cyprus Amax are Milton H. Ward, Gerald J. Malys and James A. Todd,
Jr. Cyprus Amax is entitled to nominate four directors to the Kinross Board of
Directors. In addition, as provided for in the Merger Agreement, the Kinross
Board of Directors consists of three classes, with four directors who have terms
of three years, four directors who have initial terms of two years and
subsequent terms of three years and four directors who have initial terms of
one year and subsequent terms of three years.
Pursuant to the Stockholder Agreement, Cyprus Amax granted to
Kinross a proxy to, and otherwise agreed to, vote or cause to be voted its
shares of Amax Gold Common Stock (or
<PAGE>
Page 9 of 50 Pages
consent, execute a consent or cause a consent to be executed in respect of its
shares of Amax Gold Common Stock) in favor of the Merger Agreement, the Merger
and the other transactions contemplated by the Merger Agreement.
Kinross and Cyprus Amax agreed that at the Effective Time, Cyprus
Amax would contribute $135 million in the aggregate of Amax Gold indebtedness
and cash in exchange for 34,997,247 shares of Kinross Common Stock and
approximately 10 million Kinross Warrants. Kinross and Cyprus Amax also agreed
that at the Effective Time: (i) Cyprus Amax would assign to Kinross the
outstanding indebtedness of Amax Gold and its subsidiaries owed to Cyprus Amax
(approximately $90.3 million as at June 1, 1998), in consideration for which
Kinross would issue and sell to Cyprus Amax 0.2592 shares of Kinross Common
Stock for each $1.00 of the Demand Loan Amount (as defined in the Stockholder
Agreement); and (ii) Cyprus Amax would purchase a number of shares of Kinross
Common Stock equal to 34,997,247 less the number of shares of Kinross Common
Stock purchased pursuant to clause (i) and the Warrants for cash in an amount
equal to the excess of $135 million over the Demand Loan Amount. The Warrants
have a three-year term and are exerciseable to purchase that number of shares of
Kinross Common Stock (estimated to be approximately 10 million) equal to $35
million divided by the Warrant Price (as defined in the Stockholder Agreement)
at a per share price equal to 150% of the Warrant Price.
Kinross has agreed pursuant to the Stockholder Agreement that it
would apply the proceeds from the Equity Financing and the Recapitalization
(each as defined in the Stockholder Agreement), in addition to cash on hand, to
repay certain indebtedness of Amax Gold that was guaranteed by Cyprus Amax (the
"Cyprus Guarantees"). The consummation of the Recapitalization and the Merger
was conditioned upon the satisfaction of Cyprus Amax, that after giving effect
to such repayment of outstanding indebtedness, Cyprus Amax would have no
liability in respect of any Cyprus Guarantees other than those relating to
certain loans to Omolon and a certain letter of credit relating to a tax-exempt
industrial revenue bond relating to the Fort Knox Mine. In addition, under the
Stockholder Agreement, Kinross has agreed to cause itself and its affiliates to
be substituted for, and to defend, indemnify and hold harmless, Cyprus Amax and
its affiliates in respect of any and all indebtedness or other obligations of
Cyprus Amax under any of
<PAGE>
Page 10 of 50 Pages
the Cyprus Guarantees that will remain in effect after the Effective Time.
Kinross has also agreed to defend, indemnify and hold harmless Cyprus Amax and
its affiliates against liabilities relating to, arising out of, or in connection
with, Amax Gold generally. In addition, with certain limited exceptions, at the
Effective Time, all Intercompany Agreements were terminated.
The foregoing transactions were consummated on June 1, 1998.
The Investor Agreement governs certain aspects of Cyprus
Amax's investment in Kinross for a period of five years from the Effective Time.
Pursuant to the Investor Agreement, Cyprus Amax has agreed that, during the term
of the Investor Agreement, it will not acquire additional voting securities of
Kinross or take any other action that would result in an increase in the voting
power held by Cyprus Amax, subject to certain exceptions. In addition, Cyprus
Amax has agreed that it will not transfer or dispose of any of its Kinross
Common Stock for a period of six months following completion of the Merger,
other than to a controlled subsidiary or in connection with a Covered
Transaction (as defined in the Investor Agreement). Thereafter, Cyprus Amax has
agreed that during the term of the Investor Agreement, it will not transfer
Kinross Common Stock to any person if, as a consequence, such person would
beneficially own more than 15% of the issued and outstanding Kinross Common
Stock, unless such transferee becomes bound by the standstill provisions of the
Investor Agreement (other than with respect to the ability to nominate directors
as described below) subject to certain other exceptions. Cyprus Amax is
permitted to dispose of all of its Kinross Common Stock as part of an
underwritten public offering which is intended to effect a broad distribution of
Kinross Common Stock or pursuant to a takeover bid, tender or exchange offer for
all of the Kinross Common Stock or an amalgamation or arrangement involving
Kinross. In addition, Cyprus Amax has been granted certain "registration rights"
pursuant to which Kinross is required to register or qualify the Kinross Common
Stock held by Cyprus Amax for distribution by way of secondary offering by
prospectus. Cyprus Amax has been granted one "demand" right per year (that is,
the right to compel Kinross to so register or qualify the Kinross Common Stock,
whether or not a public offering is contemplated by Kinross) and unlimited
"piggyback" registration rights, which permit Cyprus Amax to have the
distribution of its Kinross Common Stock registered or qualified as part
<PAGE>
Page 11 of 50 Pages
of a distribution which is undertaken by Kinross, subject to the consent of the
underwriter and certain conditions pertaining to the securities offered.
Cyprus Amax has the right to nominate for election four members of
the Kinross Board so long as it beneficially owns at least 76,112,455 shares of
Kinross Common Stock (as adjusted for share splits, consolidations and other
share reorganizations, the "Base Share Number"). So long as Cyprus Amax
beneficially owns at least three-quarters of the Base Share Number, it is
entitled to nominate for election three directors; so long as Cyprus Amax
beneficially owns at least one-half of the Base Share Number, it is entitled to
nominate for election two directors; and so long as Cyprus Amax beneficially
owns at least one-quarter of the Base Share Number, it is entitled to nominate
for election one director. So long as Cyprus Amax beneficially owns at least
two-thirds of the Base Share Number, Milton H. Ward will be the Vice Chairman of
the Kinross Board. As long as Cyprus Amax beneficially owns at least the Base
Share Number, one of the directors nominated by Cyprus Amax will be entitled to
be a member of each committee of the Kinross Board.
During the five-year standstill period, Cyprus Amax has also agreed
not to engage in the solicitation of proxies, the requisition of shareholders
meetings or the removal of any member of the Kinross Board. Cyprus Amax is not
permitted during such period to solicit or seek to effect any business
combination involving a change of control of Kinross or the acquisition of a
substantial portion of Kinross' equity securities or assets, including by way of
a merger, amalgamation or consolidation, subject to certain exceptions.
An officer of Cyprus Amax is expected to serve as a director of
Omolon Gold Mining Company, a subsidiary of Kinross, after the Merger.
Subject to the terms of the Investor Agreement, the Cyprus Entities
may reconsider their position with respect to the Issuer at any future date in
light of the circumstances that may exist at that time and may buy, sell, hold
or otherwise modify their beneficial ownership of securities of the Issuer based
upon such reconsideration.
Except as set forth above, the Cyprus Entities have no plans or
proposals which relate to or would result in:
<PAGE>
Page 12 of 50 Pages
(a) the acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Kinross has informed the Cyprus Entities that after giving
effect to the transactions contemplated by the Merger Agreement and the
Stockholder Agreement, including without limitation the Merger and the Equity
Financing (as defined in the Merger Agreement), 292,336,992 shares of Kinross
Common Stock were outstanding as of the close of business on June 1, 1998.
<PAGE>
Page 13 of 50 Pages
As of the date of this Statement, the Cyprus Entities beneficially
owned an aggregate of 99,030,373 shares of Kinross Common Stock (approximately
32.8% of the shares of Kinross Common Stock outstanding). Of such aggregate
number of shares of Kinross Common Stock, approximately 10 million represent
shares of Kinross Common Stock issuable upon the exercise of the Warrants.
To the best knowledge of the Cyprus Entities, only the executive
officers and directors of the Cyprus Entities listed on the schedule attached
hereto as Schedule II, which is incorporated herein by reference, beneficially
own shares of Kinross Common Stock of the Issuer.
Of the shares set forth above, all such shares are beneficially
owned directly or indirectly by the persons named.
(b) Cyprus Amax has the sole power to vote or direct the voting of,
or to dispose or direct the disposal of, the shares of Kinross Common Stock held
by it. The Cyprus Entities share the power to vote or direct the voting of, or
to dispose or direct the disposition of, the shares of Kinross Common Stock held
by the other Cyprus Entities. The Warrants do not have any voting rights
(although shares of Kinross Common Stock issued upon exercise thereof, if any,
will carry voting rights).
To the best knowledge of the Cyprus Entities, except as set forth on
Schedule II, no executive officer or director of the Cyprus Entities has or
shares the power to vote or direct the voting of, or to dispose or direct the
disposition of, any shares of Kinross Common Stock.
(c) Except as set forth on Schedule II, to the best knowledge of the
Cyprus Entities, none of the above shares were acquired during the past 60 days,
other than in connection with the Merger and the other transactions described in
this Schedule 13D. Except as set forth on Schedule II, to the best knowledge of
the Cyprus Entities, no executive officer or director of the Cyprus Entities
beneficially owns any shares of Kinross Common Stock or has a right to acquire
such shares, and no executive officer or director, or any of them, has effected
any transactions in the Kinross Common Stock during the past 60 days.
<PAGE>
Page 14 of 50 Pages
(d) To the best knowledge of the Cyprus Entities, no other persons
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Kinross Common Stock acquired by
the Cyprus Entities.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Other than the Agreements described in Item 4, above, there are no
contracts, arrangements, understandings or relationships between the Cyprus
Entities or, to the best of their knowledge, any executive officer or director
of the Cyprus Entities, and any other person with respect to any securities of
the Issuer, including any contract, arrangement, understanding or relationship
concerning the transfer or the voting of any securities of the Issuer, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
See Exhibit Index on page 25.
<PAGE>
Page 15 of 50 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Statement is true, complete and
correct.
CYPRUS AMAX MINERALS COMPANY
By: /s/ Philip C. Wolf
Name: Philip C. Wolf
Title: Senior Vice President
AMAX ENERGY INC.
By: /s/ Philip C. Wolf
Name: Philip C. Wolf
Title: Senior Vice President
CYPRUS GOLD COMPANY
By: /s/ Philip C. Wolf
Name: Philip C. Wolf
Title: Senior Vice President
MINERA CYPRUS AMAX CHILE LIMITADA
By: Cyprus Foote Mineral Company, partner
By: /s/ Philip C. Wolf
Name: Philip C. Wolf
Title: Senior Vice President
Date: June 10, 1998
<PAGE>
Page 16 of 50 Pages
SCHEDULE I
NAME, PRINCIPAL OCCUPATION AND CITIZENSHIP OF
EACH DIRECTOR AND OFFICER OF CYPRUS AMAX MINERALS
COMPANY
Name and Business Address Principal Occupation Citizenship*
- -------------------------------------------------------------------------------
Milton H. Ward Chairman of the Board, Chief
9100 East Mineral Circle Executive Officer and President
Englewood, Colorado 80112
Linda G. Alvarado President and Chief Executive
Alvarado Construction Inc. Officer
1266 Santa Fe Drive
P.O. Box 4366
Denver, Colorado, 80204
George S. Ansell President
Colorado School of Mines
1500 Illinois Avenue
Golden, Colorado 80401
Allen Born Chairman and Chief Executive
Alumax Inc. Officer
3424 Peachtree Road, NE, Suite
2100
Atlanta, Georgia 30326
William C. Bousquette Independent Businessman
3086 Purchase Street
Purchase, New York 10577
Thomas V. Falkie President and Chief Executive
Berwind Natural Resources Officer
Corporation
1500 Market Street
3000 Centre Square West
Philadelphia, Pennsylvania
19102
Ann Maynard Gray Independent Businesswoman
1262 Rockrimmon Road
Stamford, Connecticut 06903
- -------------------------
* Except as otherwise noted, each of the persons included in this
Schedule is a U.S. citizen.
<PAGE>
Page 17 of 50 Pages
Name and Business Address Principal Occupation Citizenship*
- -------------------------------------------------------------------------------
Rockwell A.Schnabel Chairman
Trident Capital, L.P.
11100 Santa Monica Boulevard
Suite 2020
Los Angeles, California 90025
Theodore M. Solso President and Chief Operating
Cummins Engine Company, Inc. Officer
500 Jackson Street
Columbus, Indiana 47201
John Hoyt Stookey Chairman
Suburban Propane Partners
c/o Landmark Volunteers
749A Main Street
Box 455, Route 7
Sheffield, Massachusetts 01257
James A. Todd, Jr. Independent Businessman
2005 Garden Place
Birmingham, Alabama 35223
Billie B. Turner Retired Chairman, President and
IMC Global Chief Executive Officer
2100 Sanders Road
Northbrook, Illinois 60062
Gerald J. Malys Senior Vice President and Chief
9100 East Mineral Circle Financial Officer
Englewood, Colorado 80112
Jeffrey G. Clevenger Executive Vice President
1501 W. Fountainhead Pkwy.
Suite 290
Tempe, Arizona 85282
Garold R. Spindler Executive Vice President
9100 East Mineral Circle
Englewood, Colorado 80112
David H. Watkins Senior Vice President,
9100 East Mineral Circle Exploration
Englewood, Colorado 80112
Philip C. Wolf Senior Vice President, General
9100 East Mineral Circle Counsel and Secretary
Englewood, Colorado 80112
- -------------------------
* Except as otherwise noted, each of the persons included in this
Schedule is a U.S. citizen.
<PAGE>
Page 18 of 50 Pages
Name and Business Address Principal Occupation Citizenship*
- -------------------------------------------------------------------------------
Farokh S. Hakimi Vice President and Treasurer
9100 East Mineral Circle
Englewood, Colorado 80112
John Taraba Vice President and Controller
9100 East Mineral Circle
Englewood, Colorado 80112
Robin J. Hickson Vice President, Engineering and
1501 W. Fountainhead Pkwy. Development
Suite 290
Tempe, Arizona 85282
J. David Flemming Director of Tax
9100 East Mineral Circle
Englewood, Colorado 80112
Dale E. Huffman Assistant Secretary
9100 East Mineral Circle
Englewood, Colorado 80112
J. Michael Coyner Assistant Treasurer
9100 East Mineral Circle
Englewood, Colorado 80112
- -------------------------
* Except as otherwise noted, each of the persons included in this
Schedule is a U.S. citizen.
<PAGE>
Page 19 of 50 Pages
NAME, PRINCIPAL OCCUPATION AND CITIZENSHIP OF EACH DIRECTOR AND
OFFICER OF AMAX ENERGY INC.
Name and Business Address Principal Occupation Citizenship*
- -------------------------------------------------------------------------
Gerald J. Malys Senior Vice President and
9100 East Mineral Circle Chief Financial Officer of
Englewood, Colorado 80112 Cyprus Amax Minerals Company
Philip C. Wolf Senior Vice President,
9100 East Mineral Circle General Counsel and
Englewood, Colorado 80112 Secretary of Cyprus Amax
Minerals Company
Farokh S. Hakimi Vice President and Treasurer
9100 East Mineral Circle of Cyprus Amax Minerals
Englewood, Colorado 80112 Company
John Taraba Vice President and
9100 East Mineral Circle Controller of Cyprus Amax
Englewood, Colorado 80112 Minerals Company
J. David Flemming Director of Tax of Cyprus
9100 East Mineral Circle Amax Minerals Company
Englewood, Colorado 80112`
Dale E. Huffman Attorney and Assistant
9100 East Mineral Circle Secretary, Cyprus Amax
Englewood, Colorado 80112 Minerals Company
Sharon J. Fetherhuff Assistant Secretary
9100 East Mineral Circle
Englewood, Colorado 80112
- -------------------------
* Except as otherwise noted, each of the persons included in this
Schedule is a U.S. citizen.
<PAGE>
Page 20 of 50 Pages
NAME, PRINCIPAL OCCUPATION AND CITIZENSHIP OF
EACH DIRECTOR AND OFFICER OF CYPRUS GOLD COMPANY
Name and Business Address Principal Occupation Citizenship*
- -------------------------------------------------------------------------
Milton H. Ward Chairman of the Board, Chief
9100 East Mineral Circle Executive Officer and
Englewood, Colorado 80112 President of Cyprus Amax
Minerals Company
Gerald J. Malys Senior Vice President and
9100 East Mineral Circle Chief Financial Officer of
Englewood, Colorado 80112 Cyprus Amax Minerals Company
Philip C. Wolf Senior Vice President,
9100 East Mineral Circle General Counsel and
Englewood, Colorado 80112 Secretary of Cyprus Amax
Minerals Company
Farokh S. Hakimi Vice President and Treasurer
9100 East Mineral Circle of Cyprus Amax Minerals
Englewood, Colorado 80112 Company
John Taraba Vice President and
9100 East Mineral Circle Controller of Cyprus Amax
Englewood, Colorado 80112 Minerals Company
J. David Flemming Director of Tax of Cyprus
9100 East Mineral Circle Amax Minerals Company
Englewood, Colorado 80112
Dale E. Huffman Attorney and Assistant
9100 East Mineral Circle Secretary, Cyprus Amax
Englewood, Colorado 80112 Minerals Company
Sharon J. Fetherhuff Assistant Secretary
9100 East Mineral Circle
Englewood, Colorado 80112
J. Michael Coyner Assistant Treasurer of
9100 East Mineral Circle Cyprus Amax Minerals Company
Englewood, Colorado 80112
- -------------------------
* Except as otherwise noted, each of the persons included in this
Schedule is a U.S. citizen.
<PAGE>
Page 21 of 50 Pages
NAME, PRINCIPAL OCCUPATION AND CITIZENSHIP OF
EACH OFFICER OF MINERA CYPRUS AMAX CHILE LIMITADA
Minera Cyprus Amax Chile Limitada is a Chilean limited partnership whose
business is conducted by its U.S. partners, Cyprus Specialty Metals Company, a
Delaware corporation owning 50%, and Cyprus Foote Mineral Company, a
Pennsylvania corporation owning 50%. It has no directors.
Officer of Minera Cyprus Amax Chile Limitada
- --------------------------------------------
Name and Business Address Principal Occupation Citizenship*
- ------------------------------------------------------------------
Francisco Tomic Executive President Chilean
Hendaya 60 Piso
9 Of. 902
Santiago, Chile
- -------------------------
* Except as otherwise noted, each of the persons included in this
Schedule is a U.S. citizen.
<PAGE>
Page 22 of 50 Pages
NAME, PRINCIPAL OCCUPATION AND CITIZENSHIP OF EACH
OFFICER AND DIRECTOR OF CYPRUS SPECIALTY METALS COMPANY
The principal business and office address of Cyprus Specialty Metals Company is
9100 East Mineral Circle, Englewood, Colorado 80112.
Officers and Directors of Cyprus Specialty Metals Company
- ---------------------------------------------------------
Name and Business Address Principal Occupation Citizenship*
- -------------------------------------------------------------------------
J. Mark Cook President of Cyprus Foote
348 Holiday Inn Drive Mineral Company
Kings Mountain, North Carolina
28086
Philip C. Wolf Senior Vice President,
9100 East Mineral Circle General Counsel and
Englewood, Colorado 80112 Secretary of Cyprus Amax
Minerals Company
Gerald J. Malys Senior Vice President and
9100 East Mineral Circle Chief Financial Officer
Englewood, Colorado 80112 of Cyprus Amax Minerals
Company
Farokh S. Hakimi Vice President and
9100 East Mineral Circle Treasurer of Cyprus Amax
Englewood, Colorado 80112 Minerals Company
Ronald A. France Vice President and
348 Holiday Inn Drive Controller of Cyprus
Kings Mountain, North Carolina Foote Mineral Company
28086
J. Michael Coyner Assistant Treasurer of
9100 East Mineral Circle Cyprus Amax Minerals
Englewood, Colorado 80112 Company
J. David Flemming Director of Tax of Cyprus
9100 East Mineral Circle Amax Minerals Company
Englewood, Colorado 80112
Dale E. Huffman Attorney and Assistant
9100 East Mineral Circle Secretary of Cyprus Amax
Englewood, Colorado 80112 Minerals Company
Morris W. Kegley Assistant Secretary
9100 East Mineral Circle
Englewood, Colorado 80112
Sharon J. Fetherhuff Assistant Secretary
9100 East Mineral Circle
Englewood, Colorado 80112
- -------------------------
* Except as otherwise noted, each of the persons included in this
Schedule is a U.S. citizen.
<PAGE>
Page 23 of 50 Pages
NAME, PRINCIPAL OCCUPATION AND CITIZENSHIP OF
EACH OFFICER AND DIRECTOR OF CYPRUS FOOTE MINERAL
COMPANY
The principal business and office address of Cyprus Foote Mineral Company is 348
Holiday Inn Drive, Kings Mountain, North Carolina 28086.
Officers and Directors of Cyprus Foote Mineral Company
- ------------------------------------------------------
Name and Business Address Principal Occupation Citizenship*
- ----------------------------------------------------------------------------
J. Mark Cook President
348 Holiday Inn Drive
Kings Mountain, North Carolina
28086
Philip C. Wolf Senior Vice President,
9100 East Mineral Circle General Counsel and
Englewood, Colorado 80112 Secretary of Cyprus Amax
Minerals Company
Gerald J. Malys Senior Vice President and
9100 East Mineral Circle Chief Financial Officer of
Englewood, Colorado 80112 Cyprus Amax Minerals Company
Farokh S. Hakimi Vice President and Treasurer
9100 East Mineral Circle of Cyprus Amax Minerals
Englewood, Colorado 80112 Company
Ronald A. France Vice President and Controller
348 Holiday Inn Drive
Kings Mountain, North Carolina
28086
J. Michael Coyner Assistant Treasurer of
9100 East Mineral Circle Cyprus Amax Minerals Company
Englewood, Colorado 80112
J. David Flemming Director of Tax of Cyprus
9100 East Mineral Circle Amax Minerals Company
Englewood, Colorado 80112
Dale E. Huffman Attorney and Assistant
9100 East Mineral Circle Secretary of Cyprus Amax
Englewood, Colorado 80112 Minerals Company
Morris W. Kegley Assistant Secretary
9100 East Mineral Circle
Englewood, Colorado 80112
Sharon J. Fetherhuff Assistant Secretary
9100 East Mineral Circle
Englewood, Colorado 80112
- -------------------------
* Except as otherwise noted, each of the persons included in this
Schedule is a U.S. citizen.
<PAGE>
Page 24 of 50 Pages
SCHEDULE II
The following directors and officers of the Cyprus Entities beneficially own,
directly or indirectly, the shares of Kinross Common Stock so indicated.
Shares of Kinross Common
Name of Officer or Director Stock Beneficially Owned
- -----------------------------------------------------------
Milton H. Ward* 308,154
John H. Stookey 16,008
Ann Maynard Gray 58
Allen Born 24,749
Gerald J. Malys 19,015
James A. Todd, Jr.** 90,500
Thomas V. Falkie 2,401
George S. Ansell 1,200
Robin J. Hickson 960
John Taraba 2,401
David H. Watkins 160
- -------------------------
* Includes 292,146 shares issuable upon the exercise of stock options.
** The shares of Kinross Common Stock beneficially owned by Mr. Todd were
purchased on the open market in arm's length transactions. On May
27, 1998, Mr. Todd purchased 5,500 shares at a per share price of $4.00, 10,000
shares at a per share price of $4.13, 40,300 shares at a per share price of
$4.00 and 19,700 shares at a per share price of $4.06. On May 28, 1998, Mr. Todd
purchased 4,500 shares at a per share price of $3.94 and 5,000 shares at a per
share price of $3.88. On June 2, 1998, Mr. Todd purchased 5,500 shares at a per
share price of $4.00. All other shares were acquired pursuant to the Merger or
in exchange for Amax Gold Common Stock.
<PAGE>
Page 25 of 50 Pages
EXHIBIT INDEX
CONSECUTIVELY
EXHIBIT DESCRIPTION NUMBERED PAGES
- -----------------------------------------------------------------------------
(2.1) Merger Agreement, dated February 9, 1998, by and
among Kinross Gold Corporation, Kinross Merger
Corporation and Amax Gold Inc., incorporated
herein by reference to Exhibit 10.25 to Amax Gold
Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1997 filed with the Securities
Exchange Commission (the "Commission") on
February 11, 1998.
(2.2) Amendment No.1, dated as of April 20, 1998, to 27-30
Merger Agreement, dated February 9, 1998, by and
among Kinross Gold Corporation, Kinross Merger
Corporation and Amax Gold Inc.
(10.1) Stockholder Agreement, dated as of February 9,
1998, by and among Kinross Gold Corporation,
Kinross Merger Corporation, Cyprus Amax Minerals
Company, Amax Energy Inc., Cyprus Gold Company
and Amax Gold Inc., incorporated herein by
reference to Exhibit 16 to Amendment 17 to the
Amax Gold Inc. Schedule 13D filed by Cyprus Amax
Minerals Company with the Commission on February
12, 1998.
(10.2) Amendment No.1, dated as of April 20, 1998, to 31-33
Stockholder Agreement, dated as of February 9,
1998, by and among Kinross Gold Corporation,
Kinross Merger Corporation, Cyprus Amax Minerals
Company, Amax Energy Inc., Cyprus Gold Company
and Amax Gold Inc.
(10.3) Investor Agreement, dated as of February 9, 1998,
by and between Kinross Gold Corporation and
Cyprus Amax Minerals Company, incorporated herein
by reference to Exhibit 17 to Amendment 17 to the
Amax Gold Inc. Schedule 13D filed by Cyprus Amax
Minerals Company with the Commission on February
12, 1998.
(10.4) Amendment No. 1, dated as of April 20, 1998, to 34-36
Investor Agreement, dated as of February 9, 1998,
<PAGE>
Page 26 of 50 Pages
by and between Kinross Gold Corporation and
Cyprus Amax Minerals Company.
(10.5) Share Purchase Warrant, dated as of June 1, 1998 37-49
between Kinross Gold Corporation and Cyprus Amax
Minerals Company.
(99.1) Joint Filing Agreement, dated as of June 10, 50
1998 by and among Cyprus Amax Minerals Company,
Amax Energy Inc., Cyprus Gold Company and Minera
Cyprus Amax Chile Limitada.
Page 27 of 50 Pages
EXHIBIT 2.2
APPENDIX A-1
AMENDMENT No. 1 to
MERGER AGREEMENT
THIS AGREEMENT dated April 20, 1998 is made
AMONG: KINROSS GOLD CORPORATION, an Ontario
corporation ("Kinross");
OF THE FIRST PART
- and -
KINROSS MERGER CORPORATION, a
Delaware corporation and a
wholly-owned subsidiary of Kinross
("Merger Corp.");
OF THE SECOND PART
- and -
AMAX GOLD INC., a Delaware
corporation ("Amax");
OF THE THIRD PART
WHEREAS, Kinross, Merger Corp. and Amax are parties to a Merger
Agreement dated February 9, 1998 (the "Merger Agreement");
WHEREAS, Kinross, Merger Corp. and Amax have agreed to amend the
Merger Agreement as set forth herein;
WHEREAS, the Significant Shareholder has consented to the amendment of the
Merger Agreement, as contemplated hereby as required by Section 11.10 of the
Merger Agreement;
NOW, THEREFORE, in consideration of the mutual benefits to be derived and
the representations and warranties, conditions and promises herein contained,
and intending to be legally bound hereby, the parties agree as follows:
<PAGE>
Page 28 of 50 Pages
ARTICLE I
GENERAL
SECTION 1.01 DEFINED TERMS.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to such terms in the Merger Agreement.
SECTION 1.02 GOVERNING LAW.
(a)This Agreement shall be governed by and construed in accordance with
the Laws of the State of Delaware (other than the choice of law
principles thereof).
(b)Any action , suit, or other proceeding initiated by Amax, Kinross, or
Merger Corp. against the other under or in connection with this
Agreement may be brought in any federal or state court in the State of
Delaware, as the Party bringing such action, suit, or proceeding shall
elect, having jurisdiction over the subject matter thereof. Amax,
Kinross, and Merger Corp. hereby submit themselves to the jurisdiction
of any such court for the purpose of any such action and agree that
service of process on them in any such action, suit, or proceeding may
be effected by the means by which notices are to be given to it under
the Merger Agreement.
ARTICLE II
AMENDMENTS
Section 2.01 Amendments.
The Merger Agreement is amended as follows:
(a) by deleting Section 1.14 in its entirety and substituting the
following therefor:
"The Board of Directors of Kinross shall make, or if such approval is
required, at the Kinross Shareholders' Meeting shall submit for
approval of the holders of Kinross Shares, amendments to Kinross'
Articles of Incorporation or By-laws to provide that immediately
following such meeting the Kinross Board of Directors shall consist
of: (i) four (4) directors ("Class I Directors") who shall have terms
of three years; (ii) four (4) directors ("Class II Directors") who
shall have an initial term of two years and subsequent terms of three
years; and (iii) four (4) directors ("Class III Directors") who shall
have an initial term of one year and subsequent terms of three years.
Kinross shall take all action to cause the Board
<PAGE>
Page 29 of 50 Pages
of Directors of Kinross as of the Effective Time to be comprised of
twelve (12) directors, six (6) of whom shall be nominees of Kinross,
who are currently members of the Board of Directors of Kinross, four
(4) of whom shall be nominees of the Significant Shareholder and two
(2) of whom shall be nominees of Amax. Of such nominees, at least
three (3) of the Kinross nominees and one (1) nominee of the
Significant Shareholder shall be Class I Directors; at least one
(1) Kinross nominee, two (2) nominees of the Significant Shareholder
and one (1) nominee of Amax shall be Class II Directors; and at least
two (2) nominees of Kinross, one (1) nominee of the Significant
Shareholder and one (1) nominee of Amax shall be Class III Directors.
The Chairman and Chief Executive Officer and the Vice Chairman of
Kinross as of the Effective Time shall be as set forth in Section
1.14 of each of the Amax and Kinross Disclosure Letters. Obtaining the
Board structure set forth in the first sentence of this Section 1.14
or the designations set forth in the third sentence of this Section
1.14 shall not be a condition to consummation of the Merger.";
(b) by deleting Section 3.20 in its entirety and replacing it with the
following: "The Board of Directors of Kinross has received an opinion
from Merrill Lynch as to the matters set forth therein.";
(c) by deleting Subsections 4.02(q) and 5.02(q) in their entirety and
renumbering the existing Subsections 4.02(r) and 5.02(r) as 4.02(q)
and 5.02(q), respectively; and
(d) by inserting, immediately after the phrase "Section 5.02(j)" in
Subsection 5.02(g) the phrase "113,140 Kinross Shares issued pursuant
to the Kinross Employee Share Purchase Plan".
ARTICLE III
GENERAL
SECTION 3.01 MERGER AGREEMENT.
Except as expressly amended or modified herein, the Merger Agreement (as
amended hereby) shall continue in full force and effect in accordance with the
provisions hereof and thereof as in existence on the date hereof. After the date
hereof, any reference to the Merger Agreement shall mean the Merger Agreement as
amended by this Agreement.
SECTION 3.02 COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of
which will be an original as regards any party whose signature appears thereon
and all of which together will constitute one and the same instrument. This
Agreement will become binding when one
<PAGE>
Page 30 of 50 Pages
or more counterparts hereof, individually or taken together, will bear the
signatures of all the parties reflected hereon as signatories.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the day and year first written above.
KINROSS GOLD CORPORATION
By: /s/ Shelley Riley
Name: Shelley Riley
Title: Corporate Secretary
KINROSS MERGER CORPORATION
By: /s/ John Ivany
Name: John Ivany
Title: Executive Vice President
AMAX GOLD INC.
By: /s/ Leland O. Erdahl
Name: Leland O. Erdahl
Title: Vice President and Chief Financial
Officer
The undersigned hereby consents to the amendment of the Merger Agreement
set forth above.
CYPRUS AMAX MINERALS COMPANY
By: /s/ Philip C. Wolf
Name: Philip C. Wolf
Title: Senior Vice President
Page 31 of 50 Pages
EXHIBIT 10.2
APPENDIX B-1
AMENDMENT NO. 1 TO STOCKHOLDER AGREEMENT
AMENDMENT NO. 1 dated as of April 20, 1998, to the Stockholder Agreement
(the "Stockholder Agreement") dated as of February 9, 1998, among KINROSS GOLD
CORPORATION, a corporation organized under the laws of Ontario ("Parent"),
KINROSS MERGER CORPORATION, a Delaware corporation and a wholly owned subsidiary
of Parent ("Sub"), CYPRUS AMAX MINERALS COMPANY, a Delaware corporation
("Cyprus") and each of AMAX ENERGY, INC. and CYPRUS GOLD COMPANY (the
"Subsidiary Stockholders" and, together with Cyprus, the "Stockholders").
Parent, Sub and the Stockholders have agreed to amend the Stockholder
Agreement pursuant to the terms and conditions of this Amendment.
Capitalized terms used and not otherwise defined in this Agreement shall
have the respective meanings assigned to them in the Stockholder Agreement, as
amended hereby.
Accordingly, in consideration of the mutual covenants, conditions and
agreements contained herein, the parties hereto agree as follows:
Section 1. Amendment to the Stockholder Agreement. Upon the
effectiveness of this Amendment, the Stockholder Agreement shall be and is
hereby amended as set forth in paragraph (a) below.
(a) Section 3 of the Stockholder Agreement is hereby amended by replacing
the final sentence of Section 3(a)(ii) with the following:
The "Warrant Price" shall mean the average of the volume-weighted average
sales price per Parent Common Share on each day, in each case converted
into U.S. Dollars at the Noon Buying Rate for Canadian Dollars on such
day, over the 20 consecutive trading-day period ending the tenth trading
day after the Effective Time on The Toronto Stock Exchange or, if the
Parent Common Shares are not then listed on The Toronto Stock Exchange, on
the principal stock exchange or automated quotation system on which the
Parent Common Shares are listed or quoted, as the case may be.
Section 2. Stockholder Agreement. Except as expressly amended or modified
herein, the Stockholder Agreement (as amended hereby) shall continue in full
force and effect in accordance with the provisions hereof and thereof as in
existence on the date hereof. After the date hereof, any reference to the
Stockholder Agreement, shall mean the Stockholder Agreement as amended by this
Amendment.
Section 3. Headings. The headings contained in this Amendment are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Amendment.
<PAGE>
Page 32 of 50 Pages
Section 4. Counterparts; Effectiveness. This Amendment may be executed in
two 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 Parent, Sub, the Company and the Stockholders and delivered to
Parent, Sub, the Company and the Stockholders.
Section 5. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without
regard to any applicable conflicts of law principles of such State.
IN WITNESS WHEREOF, Parent, Sub and the Stockholders have caused this
Amendment to be duly executed and delivered as of the date first written above.
KINROSS GOLD CORPORATION,
by: /s/ SHELLEY RILEY
Name: Shelley Riley
Title: Corporate Secretary
KINROSS MERGER CORPORATION,
by: /s/ JOHN IVANY
Name: John Ivany
Title: Director
CYPRUS AMAX MINERALS COMPANY,
by: /s/ PHILIP C. WOLF
Name: Philip C. Wolf
Title: Senior Vice President
AMAX ENERGY, INC.,
by: /s/ PHILIP C. WOLF
Name: Philip C. Wolf
Title: Senior Vice President
CYPRUS GOLD COMPANY,
by: /s/ PHILIP C. WOLF
Name: Philip C. Wolf
Title: Senior Vice President
<PAGE>
Page 33 of 50 Pages
ACKNOWLEDGED
AMAX GOLD INC.,
by: /s/ LELAND O. ERDAHL
Name: Leland O. Erdahl
Title: Vice President and Chief Financial Officer
Page 34 of 50 Pages
EXHIBIT 10.4
APPENDIX C-1
AMENDMENT No. 1 to
INVESTOR AGREEMENT
THIS AGREEMENT dated April 20, 1998 is made
A M O N G:
KINROSS GOLD CORPORATION, an Ontario
corporation ("Kinross");
OF THE FIRST PART
- and -
CYPRUS AMAX MINERALS COMPANY,
(the "Significant Shareholder") a
Delaware corporation;
OF THE SECOND PART
WHEREAS, Kinross and the Significant Shareholder are parties to the
Investor Agreement dated February 9, 1998 (the "Investor Agreement");
WHEREAS, Kinross and the Significant Shareholder have agreed to amend
the Investor Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual benefits to be derived and
the representations and warranties, conditions and promises herein contained,
and intending to be legally bound hereby, the parties agree as follows:
ARTICLE I
GENERAL
SECTION 1.01 DEFINED TERMS.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to such terms in the Investor Agreement.
SECTION 1.02 GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York.
<PAGE>
Page 35 of 50 Pages
ARTICLE II
AMENDMENTS
SECTION 2.01 AMENDMENTS
The Investor Agreement is amended as follows:
(a) by deleting the word "ten" where it appears in Section 3.01 and in
the fifth sentence of Section 3.03 and, in each case, replacing it
with the word "twelve";
(b) by deleting subsections (a), (b) and (c) of Section 3.02 in their
entirety and substituting the following therefor and by renumbering
subsections (d) and (e) as (e) and (f), respectively:
"(a) If the Investors beneficially own at least 76,112,455 Common
Shares (as adjusted for any stock dividend, stock split,
reclassification or similar event) (the "Base Share Number"), the
parties hereto shall exercise all authority under applicable law
to cause any slate of directors presented to shareholders for
election to the Board to consist of such nominees that, if
elected, would result in the Board consisting of four Investor
Directors and eight additional directors.
(b) If the Investors beneficially own less than the Base Share
Number but at least three-quarters of the Base Share Number,
the parties hereto shall exercise all authority under
applicable law to cause any slate of directors presented to
shareholders for election to the Board to consist of such
nominees that, if elected, would result in the Board
consisting of three Investor Directors and nine additional
directors.
(c) If the Investors beneficially own less than three-quarters of
the Base Share Number but at least one-half of the Base Share
Number, the parties hereto shall exercise all authority under
applicable law to cause any slate of directors presented to
shareholders for election to the Board to consist of such
nominees that, if elected, would result in the Board
consisting of two Investor Directors and ten additional
directors.
(d) If the Investors beneficially own less than one-half of the
Base Share Number but at least one-quarter of the Base Share
Number, the parties hereto shall exercise all authority under
applicable law to cause any slate of directors presented to
shareholders for election to the Board to consist of such
nominees that, if elected, would result in the Board
consisting of one Investor Director and eleven additional
directors".
<PAGE>
Page 36 of 50 Pages
ARTICLE III
GENERAL
SECTION 3.01 INVESTOR AGREEMENT
Except as expressly amended or modified herein, the Investor Agreement (as
amended hereby) shall continue in full force and effect in accordance with the
provisions hereof and thereof as in existence on the date hereof. After the date
hereof, any reference to the Investor Agreement shall mean the Investor
Agreement as amended by this Agreement.
SECTION 3.02 COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which will be an original as regards any party whose signature appears thereon
and all of which together will constitute one and the same instrument. This
Agreement will become binding when one or more counterparts hereof, individually
or taken together, bear the signatures of all the parties reflected hereon as
signatories.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the day and year first written above.
KINROSS GOLD CORPORATION
By: /s/ Shelley Riley
Name: Shelley Riley
Title: Corporate Secretary
CYPRUS AMAX MINERALS COMPANY
By: /s/ Philip C. Wolf
Name: Philip C. Wolf
Title: Senior Vice President
Page 37 of 50 Pages
EXHIBIT 10.5
SHARE PURCHASE WARRANT
to Purchase Common Shares
of
KINROSS GOLD CORPORATION
THIS IS TO CERTIFY that, for value received, Cyprus Amax Minerals Company
or its permitted assigns, as holder of this Warrant (as defined below), has the
right to purchase, upon and subject to the terms and conditions hereinafter set
forth, at any time before 5:00 p.m. (Toronto time) on June 1, 2001 up to an
aggregate number of Shares (as defined below) equal to the Warrant Share Amount
(as defined below) at an exercise price per Share equal to the Exercise Price
(as defined below). The aggregate number of Shares that may be purchased
pursuant to this Warrant and the exercise price per Share are subject to change
and adjustment pursuant to the terms of this Warrant.
THIS WARRANT AND THE RIGHT TO PURCHASE SHARES PURSUANT HERETO SHALL EXPIRE
AT 5:00 P.M. (TORONTO TIME) ON JUNE 1, 2001.
TERMS AND CONDITIONS
--------------------
1. INTERPRETATION.
(1) In this Warrant:
"BUSINESS DAY" means a day other than a Saturday, a Sunday or a day when banks
are not open for business in either Toronto, Canada or New York, U.S.A.
"COMMON SHARE EQUIVALENT" means, with respect to any security of the Company and
as of a given date, a number which is, (i) in the case of a Share, one, (ii) in
the case of all or a portion of any right, warrant or other security which may
be exercised for a Share or Shares, the number of Shares receivable upon
exercise of such security (or such portion of such security) and (iii) in the
case of any security convertible or exchangeable into a Share or Shares, the
number of Shares that would be received if such security were converted or
exchanged on such date.
"CORPORATION" means Kinross Gold Corporation, a corporation existing under the
laws of Ontario.
"CURRENT MARKET PRICE" means in respect of a Share on any date, the
volume-weighted average sales price per Share on each day over the 20
consecutive trading-day period ending on the fifth trading day before that date
on The Toronto Stock Exchange or, if the Shares are not then listed on The
Toronto Stock Exchange, on the principal stock exchange or automated quotation
system on which the Shares are listed or quoted, as the case may be.
"EXERCISE PRICE" means a per Share price equal to 150% of the Warrant Price;
provided that, if the Warrant Share Amount is adjusted in accordance with
Section 6, the Exercise Price shall be
<PAGE>
Page 38 of 50 Pages
correspondingly adjusted such that the aggregate Exercise Price payable under
this Warrant shall remain the same.
"HOLDER" means Cyprus Amax Minerals Company or such other person to which this
Warrant may be transferred or assigned pursuant to Section 10.
"SHARES" means the common shares in the capital of the Corporation as
constituted on the date hereof; provided that in the event of a change or
adjustment under Section 6, or successive changes or adjustments under Section
6, then subject to such changes or adjustments being made in accordance with the
provisions of this Warrant, "SHARES" shall thereafter mean the shares, other
securities or other property resulting from such change or adjustment.
"TIME OF EXPIRY" means 5:00 p.m. (Toronto time) on June 1, 2001.
"WARRANT" means this share purchase warrant, as amended.
"WARRANT PRICE" means the average of the volume-weighted average sales price per
Share on each day, in each case converted into U.S. Dollars at the Noon Buying
Rate for Canadian Dollars on such day, over the 20 consecutive trading-day
period ending the tenth trading day after June 1, 1998 on The Toronto Stock
Exchange or, if the Shares are not then listed on The Toronto Stock Exchange, on
the principal stock exchange or automated quotation system on which the Shares
are listed or quoted, as the case may be.
"WARRANT SHARE AMOUNT" means the number of Shares determined by dividing
US$35,000,000 by the Warrant Price, subject to change and adjustment pursuant to
Section 6.
(2) The division of this agreement into articles and sections and the
insertion of headings ate for reference purposes only and shall not affect the
interpretation of this agreement. Unless otherwise indicated, any reference in
this agreement to an article or section refers to the specified article or
section of this agreement.
(3) In this Warrant, words importing the singular number include the
plural and vice versa, words importing any gender include all genders and words
importing persons include individuals, corporations, partnerships, companies,
associations, trusts, unincorporated organizations, governmental bodies and
other legal or business entities of any kind.
2. EXPIRY OF WARRANT. This Warrant and the right to purchase Shares pursuant
hereto shall expire at the Time of Expiry.
3. PAYMENT OF EXERCISE PRICE. Any payment by Holder under this Warrant shall be
made by bankers' draft, certified cheque or any other means acceptable to the
Corporation.
<PAGE>
Page 39 of 50 Pages
4. DETERMINATION OF NUMBER OF SHARES THAT MAY BE PURCHASED. This Warrant
entitles Holder to purchase up to the Warrant Share Amount of Shares.
5. EXERCISE OF WARRANT.
(1) The right to purchase Shares pursuant to this Warrant may be
exercised, in whole or in part, at any time and from time to time prior to the
Time of Expiry, by Holder:
(a) duly completing, executing and delivering to the Corporation
at its principal office in Toronto a subscription in the form
attached hereto as Exhibit A;
(b) surrendering this Warrant to the Corporation at its principal
office in Toronto; and
(c) satisfying, in the manner set out in Section 3, the aggregate
Exercise Price payable in respect of the Shares subscribed
for.
(2) Upon completion of each of the conditions set out in Section 5(1),
(a) the person(s) specified in the subscription shall be deemed, for all
purposes, to be the holder(s) of record of such number of Shares to be issued to
it, notwithstanding that such holding is not reflected on the Corporation's
share transfer books and (b) the Corporation shall forthwith issue such Shares
to such holder(s) and, as soon as practicable, but in any event within five
Business Days, send to such holder(s) the certificate(s) representing such
Shares.
6. ADJUSTMENTS.
(1) So long as this Warrant is outstanding, the Warrant Share Amount shall
be subject to change and adjustment as follows:
(a) In case the Corporation shall (i) pay a share dividend, or
otherwise makes a distribution, in Shares to holders of
Shares, (ii) subdivide the outstanding Shares into a larger
number of Shares or (iii) consolidate the outstanding
Shares into a smaller number of Shares, then the Warrant
Share Amount shall be adjusted to equal the number of
Shares to which Holder would have been entitled upon the
occurrence of such event had this Warrant been exercised
immediately prior to the happening of such event or, in the
case of a share dividend or other distribution, immediately
prior to the relevant record date. An adjustment made
pursuant to this Section 6(1)(a) shall become effective (x)
immediately after the effective date of such event,
retroactive to the record date for such event in the case
of a dividend or other distribution and (y) immediately
after the effective date in the case of a subdivision or
consolidation.
(b) In case of a capital reorganization or other capital
reclassification of the Corporation, this Warrant shall
thereafter be exercisable for such shares or
<PAGE>
Page 40 of 50 Pages
other securities or property receivable upon such
reorganization or reclassification by a holder of the number
of Shares into which this Warrant was exercisable
immediately prior to such reorganization or
reclassification; and, in any case, appropriate adjustment
(as determined in good faith by the board of directors of
the Corporation) shall be made for the application of the
provisions of this Warrant regarding the rights and
interests of Holder, such that the provisions set out herein
shall thereafter be applicable, as nearly as reasonably
practicable, in relation to the shares or other securities
or property thereafter deliverable to Holder upon the
exercise of this Warrant.
(c) In case the Corporation shall distribute securities (other
than Shares), rights or warrants to purchase any securities
(other than those referred to in Section 6(1)(d)) or other
property to holders of Shares, then the Warrant Share
Amount shall be adjusted by multiplying the Warrant Share
Amount immediately prior to the date of such distribution
by a fraction, the numerator of which shall be the Current
Market Price of a Share at the relevant record date for
such distribution and the denominator of which shall be
such Current Market Price of a Share minus the fair market
value of the securities, rights, warrants or other property
that would be so distributed to a holder of one Share.
(d) In case the Corporation shall issue Shares (or options,
rights or warrants to purchase Shares (collectively,
"OPTIONS") or other securities convertible into, or
exchangeable or exercisable for, Shares (collectively,
"CONVERTIBLE SECURITIES")) at a price per Share (or having
an effective conversion, exchange or exercise price per
Share which, together with the purchase price of the Option
or Convertible Security, is) less than the Current Market
Price of a Share on the date such Shares (or Options or
Convertible Securities) are issued, then the Warrant Share
Amount shall thereafter be adjusted by multiplying the
Warrant Share Amount immediately prior to the date of
issuance of such Shares (or Options or Convertible
Securities) by a fraction, (i) the numerator of which shall
be (A) the sum of (x) the number of Common Share
Equivalents represented by all securities outstanding
immediately prior to such issuance and (y) the number of
additional Common Share Equivalents represented by all
securities so issued multiplied by (B) the Current Market
Price of a Share immediately prior to the date of such
issuance, and (ii) the denominator of which shall be (A)
the product of (x) the Current Market Price of a Share
immediately prior to such issuance and (y) the number of
Common Share Equivalents represented by all securities
outstanding immediately prior to such issuance plus (B) the
aggregate consideration received by the Corporation for all
the securities so issued plus, (C) in the case of Options
or Convertible Securities, the additional consideration
required to be received by the Corporation upon the
conversion, exchange or exercise of
<PAGE>
Page 41 of 50 Pages
such securities; provided that no adjustment shall be
required in respect of issuances of Shares (or Options)
pursuant to a management or an employee stock option or
other benefit plan in effect on the date hereof or approved
by the board of directors of the Corporation after the date
hereof. Notwithstanding anything herein to the contrary, (m)
no further adjustment to the Warrant Share Amount shall be
made upon the issuance of Shares pursuant to the exercise
of an Option or the conversion or exchange of a Convertible
Security, if the adjustment in the Warrant Share Amount was
made as required hereby upon the issuance of such Option
or Convertible Security or no adjustment was required
hereby at the time such Option or Convertible Security was
issued and (n) no adjustment to the Warrant Share Amount
shall be made upon the issuance of Shares upon the
exercise of an Option existing on the date hereof.
(e) In case the Corporation shall issue non-convertible and
non-exchangeable preferred shares (or other securities of
the Corporation other than Shares, Options and Convertible
Securities) at a price per share (or other similar unit)
that is less than the fair market value of such preferred
share (or other security) on the date such preferred share
(or other security) is issued (provided that the sale of
preferred shares or other security pursuant to an
underwritten public offering shall be deemed to be at fair
market value), then the Warrant Share Amount shall
thereafter be adjusted by multiplying the Warrant Share
Amount immediately prior to the date of issuance of such
preferred shares (or other security) by a fraction, (i) the
numerator of which shall be the product of (A) the number
of Common Share Equivalents represented by all securities
outstanding immediately prior to such issuance and (B) the
Current Market Price of a Share immediately prior to the
date of such issuance, and (ii) the denominator of which
shall be (A) the product of (x) the number of Common Share
Equivalents represented by all securities outstanding
immediately prior to such issuance and (y) the Current
Market Price of a Share immediately prior to the date of
such issuance minus (B) the difference between (x) the
aggregate fair market value of such preferred shares (or
other securities) and (y) the aggregate consideration
received by the Corporation for such preferred shares (or
other securities). An adjustment made pursuant to this
Section 6(1)(e) shall become effective immediately after the
date such preferred shares (or other securities) are issued.
(f) If at any time or from time to time the Corporation or any
subsidiary thereof shall repurchase Shares (or Options or
Convertible Securities) at a weighted average purchase
price in excess of the Current Market Price thereof, on the
Business Day immediately prior to the earliest of (i) the
date of a repurchase, (ii) the commencement of an offer to
repurchase, or (iii) the public announcement of a
repurchase or offer to repurchase (the "DETERMINATION
DATE"), the Warrant Share Amount shall be thereafter
<PAGE>
Page 42 of 50 Pages
adjusted by multiplying the Warrant Share Amount
immediately prior to the Determination Date by a fraction,
the numerator of which shall be the product of (A) the
number of Common Share Equivalents represented by all
securities outstanding immediately prior to such
Determination Date minus the number of Common Share
Equivalents represented by the securities repurchased or to
be repurchased by the Corporation and (B) the Current
Market Price of a Share immediately prior to the
Determination Date, and the denominator of which shall be
(i) the product of (A) the number of Common Share
Equivalents represented by all securities outstanding
immediately prior to such Determination Date and (A) the
Current Market Price of a Share immediately prior to the
Determination Date minus (ii) the sum of (A) the aggregate
consideration paid by the Corporation in connection with
such repurchase and (B) in the case of Options or
Convertible Securities, the additional consideration
required to be received by the Corporation upon the
conversion, exchange or exercise of such securities.
(g) If at any time or from time to time the Corporation or any
subsidiary thereof shall repurchase any non-convertible and
non-exchangeable preferred shares (or other securities of
the Corporation other than Shares, Options or Convertible
Securities) at a weighted average purchase price in excess
of the fair market value thereof, on the Business Day
immediately prior to the Determination Date, the Warrant
Share Amount shall be determined by multiplying the Warrant
Share Amount immediately prior to the Determination Date by
a fraction, the numerator of which shall be the product of
(i) the number of Common Share Equivalents represented by
all securities outstanding immediately prior to such
Determination Date and (ii) the Current Market Price of a
Share immediately prior to such Determination Date, and the
denominator of which shall be (i) the product of (A) the
number of Common Share Equivalents represented by all
securities outstanding immediately prior to such
Determination Date and (B) the Current Market Price of a
Share immediately prior to such Determination Date minus
(ii) the difference between (A) the aggregate consideration
paid by the Corporation in connection with such repurchase
and (B) the aggregate fair market value of such preferred
shares (or other securities).
(h) If (i) the exercise price of any Option, the additional
consideration, if any, payable upon the conversion or
exchange of a Convertible Security, or the rate at which
any Convertible Security is convertible into or
exchangeable for Shares shall change at any time (other
than pursuant to a provision designed to protect against
dilution upon an event which results in a related
adjustment pursuant to this Section 6(1)) or (ii) any Option
or Convertible Security shall be irrevocably terminated,
lapse or expire, the Warrant Share Amount then in effect
shall forthwith be readjusted (effective only
<PAGE>
Page 43 of 50 Pages
with respect to an exercise of this Warrant after such
readjustment) to the Warrant Share Amount which would then
be in effect had the adjustment made upon the issuance
of such Option or Convertible Security been made based
upon such changed purchase price, additional consideration
or conversion rate, as the case may be (in the case of any
event referred to in Section 6(1)(h)(i)) or had such
adjustment not been made (in the case of any event referred
to in Secion 6(1)(h)(ii)).
(i) If any Shares, Options or Convertible Securities shall be
issued, sold or distributed for cash, the consideration
received in respect thereof shall be deemed to be the
amount received by the Corporation therefor, before
deduction therefrom of any reasonable, customary and
adequately documented expenses incurred in connection
therewith. If any Shares, Opinions or Convertible
Securities shall be issued, sole or distributed for a
consideration other than cash, the amount of the
consideration other than cash received by the Corporation
shall be deemed to be the fair market value of such
consideration, before deduction of any reasonable,
customary and adequately documents expenses incurred in
connection therewith. If any Shares, Options or
Convertible Securities shall be issued in connection with
any amalgamation in which the Corporation is the surviving
corporation, the amount of consideration therefor shall be
deemed to be the fair market value of such portion of the
assets and business of the non-surviving corporation as
shall be attributable to such Shares, Options or
Convertible Securities, as the case may be. If any Options
shall be issued in connection with the issuance and sale of
other securities of the Corporation, together comprising
one integral transaction in which no specific consideration
is allocated to such Options by the parties thereto, such
Options shall be deemed to have been issued without
consideration.
(j) The Corporation will not, by amendment of its constating
documents or through any reorganization, transfer of
assets, consolidation, amalgamation, dissolution, issue or
sale of securities or other voluntary action, avoid or seek
to avoid the observance or performance of the terms to be
observed or performed under this Warrant by the
Corporation. The Corporation will at all times in good
faith assist in the carrying out of all of the provisions
of this Warrant and in the taking of all such action as may
be necessary or appropriate in order to protect the
conversation rights of Holder against impairment.
(k) Upon the occurrence of each adjustment or readjustment of
the Warrant Share Amount pursuant to this Secion 6(1), the
Corporation at its expense shall promptly compute such
adjustment or readjustment in accordance with the terms
hereof and furnish to Holder a certificate setting forth
such adjustment or readjustment and showing in detail the
facts upon which
<PAGE>
Page 44 of 50 Pages
such adjustment or readjustment is based.
The Corporation shall, upon the written request at any time
of Holder, furnish or cause to be furnished to Holder a
like certificate setting forth (i) such adjustments and
readjustments and (ii) the number of Shares and the amount,
if any, of other property which at the time would be
received upon the exercise of this Warrant.
(l) As a condition precedent to the taking of any action which
would require an adjustment pursuant to this Section 6(1),
the Corporation shall take any action which may be
necessary, including obtaining regulatory approvals or
exemptions, in order that the Corporation may thereafter
validly and legally issue as fully paid and non-assessable
all Shares which Holder is entitled to receive upon exercise
of this Warrant.
(m) Not less than thirty days prior to the record date or
effective date, as the case may be, of any action which
requires or might require an adjustment or readjustment
pursuant to this Section 6(1), the Corporation shall forthwith
(i) deliver to the Holder; and
(ii) file in the custody of its secretary or an assistant
secretary at its principal executive office and with its
stock transfer agent or its warrant agent, if any,
an officers' certificate showing the adjusted Warrant Share
Amount determined as herein provided, setting forth in
reasonable detail the facts requiring such adjustment and the
manner of computing such adjustment. Each such officers'
certificate shall be signed by the chairman, president or
chief financial officer of the Corporation and by the
secretary or any assistant secretary of the Corporation. Each
such officers' certificate shall be made available at all
reasonable times for inspection by Holder.
(n) Holder shall, at its option, be entitled to receive, in
lieu of the adjustment pursuant to Section 6(1)(c), on the
date of exercise of the Warrants, the securities, rights,
warrants or other property which Holder would have been
entitled to receive if it had exercised this Warrant
immediately prior to the record date with respect to such
distribution. Holder may exercise its option under this
Section 6(1)(n) by delivery to the Corporation a written
notice of such exercise within seven days of its receipt of
the certificate of adjustment required pursuant to Section
6(1)(m) to be delivered by the Corporation in connection
with such distribution.
(o) If a state of facts shall exist to which the other
provisions of this Section 6(1)(c) are not strictly
applicable or, if strictly applicable, would not fairly
adjust the rights of Holder against dilution in accordance
with the intent and purposes hereof, then the Corporation
shall execute and deliver to Holder
<PAGE>
Page 45 of 50 Pages
an amendment to this Warrant providing
for an adjustment in the rights of Holder to protect
against such dilution in accordance with the intent and
purposes of this Section 6(1). Holder shall accept the
certificate or opinion of a firm of independent chartered
accountants (who may be the Corporation's auditors) with
respect to any such adjustment in the application of such
provisions and, as to questions of law in connection
therewith, shall accept an opinion of counsel to the
Corporation.
(2) In the case of any consolidation of the Corporation with, or amalgamation of
the Corporation into, any other person, any amalgamation of another person into
the Corporation (other than an amalgamation which does not result in any
reclassification, conversion, exchange or cancellation of outstanding Shares) or
any sale or transfer of all or substantially all of the assets of the
Corporation to the person formed by such consolidation or resulting from such
amalgamation or which acquires such assets, as the case may be, Holder shall
have the right thereafter to exercise this Warrant for the kind and amount of
securities, cash and other property receivable upon such consolidation,
amalgamation, sale or transfer by a holder of the number of Shares for which
this Warrant may have been exercised immediately prior to such consolidation,
amalgamation, sale or transfer. Adjustments for events subsequent to the
effective date of such a consolidation, amalgamation, sale or transfer of assets
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Warrant. In any such event, effective provisions shall be made in
the constating documents of the resulting or surviving corporation, in any
contract of sale, amalgamation, conveyance, lease, transfer or otherwise so that
the provisions set forth herein for the protection of the rights of Holder shall
thereafter continue to be applicable; and any such resulting or surviving
corporation shall expressly assume the obligation to deliver, upon exercise,
such shares, other securities, cash and property. The provisions of this Section
6(2) shall similarly apply to successive consolidations, amalgamation, sales,
leases or transfers.
(3) The following rules and procedures shall be applicable to changes and
adjustments made pursuant to this Section 6:
(a) any Shares held by, or held for the account of, the
Corporation shall be deemed not to be outstanding and, for the
purposes of this Section 6(3)(a) any Shares owned by a pension
plan for employees of the Corporation or its subsidiaries
shall not be deemed to be held by, or held for the account of,
the Corporation;
(b) no change or adjustment in the Warrant Share Amount shall
be required unless such change or adjustment would result
in a change or adjustment of at least one per cent in the
Warrant Share Amount provided, however, that any change or
adjustment which, except for the provisions of this
Section 6(3)(b), would otherwise have been required, shall
be carried forward and taken into account in immediately
proceeding change or adjustment.
<PAGE>
Page 46 of 50 Pages
7. EXPIRATION OF WARRANTS. After the Time of Expiry, all rights hereunder in
respect of which the right of subscription and the purchase herein provided for
shall not theretofore have been exercised shall wholly cease and terminate and
this Warrant shall be void and of no effect.
8. REPRESENTATION AND WARRANTY. The Corporation represents and warrants in
favour of the Holder that the Shares to be received by the Holder upon the due
exercise of this Warrant have been duly authorized for issuance and will be
validly issued and outstanding as fully paid Shares upon such exercise.
9. NOTICES. All notices or other communications which are required or permitted
to be given to Holder hereunder shall be in writing and sufficient if delivered
personally to Holder or sent by telecopier, nationally recognized over-night
courier, or registered or certified mail, postage prepaid, addressed as follows:
Cyprus Amax Minerals Company
9100 East Mineral Circle
P.O. Box 6940
Englewood, Colorado, USA 80155
Attention: President
Fax No.: (303) 643-5500
with a copy to the General Counsel of the Holder at the address set forth
above.
Any such notices or communications shall be deemed to have been received by and
given to Holder: (a) if delivered personally or sent by telecopies (with
transmissions confirmed) or national recognized overnight courier, on the date
of such delivery; or (b) if sent by registered to certified mail, on the third
Business Day following the date on which such mailing was postmarked. Holder may
by notice change the address to which notices or other communications to it are
to be delivered or mailed.
10. TRANSFER OF WARRANT. Subject to applicable securities laws, this Warrant may
be transferred and assigned by Holder upon the giving of notice of such transfer
or assignment by Holder to the Corporation. Until receipt by the Corporation of
notice of any transfer or assignment of this Warrant, the Corporation shall be
entitled to treat Holder as the owner of this Warrant for all purposes. Upon
surrender of this Warrant to the Corporation for cancellation and upon payment
by Holder of any requisite transfer tax, the Corporation shall issue to the
transferee or assignee a new Warrant of like date and tenor as the Warrant
transferred or assigned. Subject to the foregoing, the provisions hereof shall
enure to the benefit of and be binding upon the respective successors and
assigns of the parties hereto.
11. EXCHANGE OF WARRANTS. Holder at its option may in person or by duly
authorized attorney surrender this Warrant for exchange at the principal office
of the Corporation in the City of Toronto and, within a reasonable time
thereafter and without expense (other than transfer taxes, if any) receive in
exchange therefor a duly executed Warrant or Warrants of like date and tenor as
this Warrant entitling Holder to subscribe for Shares in such denominations
equal in the aggregate to the same number of Shares as is expressed in the
Warrant so exchanged.
<PAGE>
Page 47 of 50 Pages
12. LOSS OR DESTRUCTION. If this Warrant shall become mutilated, lost or
destroyed, the Corporation shall issue a new Warrant of like date and tenor in
exchange for and in place of and upon cancellation of the mutilated Warrant or
in lieu of and in substitution for the same if lost or destroyed. In case of
loss or destruction Holder shall furnish to the Corporation such evidence of
ownership and of the loss or destruction as shall be satisfactory to the
Corporation in its discretion and shall furnish indemnity to the Corporation in
amount and form satisfactory to it.
13. GOVERNING LAW. This Warrant shall be governed by and construed in accordance
with the laws of the Province of Ontario and the federal laws of Canada
applicable therein (excluding any conflict of laws rule or principle that might
refer such construction to the laws of another jurisdiction). Each of the
Corporation and Holder agrees that any action or proceeding arising out of or
relating to this Warrant may be instituted in the courts of Ontario, waives any
objection which it may have now or hereafter to the venue of any such action or
proceeding, irrevocably submits to the non-exclusive jurisdiction of the said
courts in any such action or proceeding, agrees to be bound by any judgment of
the said courts and agrees not to seek, and hereby waives, any review of the
merits of any such judgment by the courts of any other jurisdiction.
14. HOLDER NOT A SHAREHOLDER. This Warrant does not entitle Holder to any rights
or privileges as a shareholder of the Corporation other than the rights and
privileges set out herein, unless and until Holder exercises the right of
purchase Shares set out herein and satisfies the conditions set out in Section
5(1).
15. ISSUANCE OF SUBSTITUTE WARRANT. At any time after June 15, 1998, at the
request of the Holder, the Corporation shall issue to the Holder in exchange for
this Warrant a warrant that is identical in all respects to this Warrant, except
that it shall specify the Exercise Price, the Warrant Price and the Warrant
Share Amount, and it shall not contain this section.
IN WITNESS WHEREOF the Corporation has caused this Warrant to be signed by
a duly authorized officer.
DATED the 1st day of June, 1998.
KINROSS GOLD CORPORATION
By: /s/ Shelley M. Riley
Name: Shelley M. Riley
Title: Corporate Secretary
<PAGE>
Page 48 of 50 Pages
SCHEDULE TO WARRANT
AMOUNT OF SHARES INITIALS OF PERSON
DATE OF EXERCISE PURCHASED BALANCE MAKING NOTATION
- ------------------------------------------------------------------------------
<PAGE>
Page 49 of 50 Pages
EXHIBIT A TO WARRANT
SUBSCRIPTION FORM
TO BE EXECUTED BY THE HOLDER TO EXERCISE THIS WARRANT
TO: Kinross Gold Corporation
The undersigned hereby exercises the right to purchase Shares in the
capital of Kinross Gold Corporation conferred by this Warrant to the extent of
_______________ Shares (or such other number of Shares, other securities or
other property to which this Warrant entitles it to purchase pursuant to Section
6 of this Warrant). Certificates representing the Shares (or other securities)
purchased should be issued as follows:
Name: _____________________________________________________
Address: _____________________________________________________
_____________________________________________________
_____________________________________________________
A Warrant entitling the Holder to purchase the Shares (or other securities or
other property) in respect of which the Holder has not exercised its right to
purchase shall be issued to the Holder.
DATED____________________
_________________________________
_________________________________
Page 50 of 50 Pages
EXHIBIT 99.1
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(k) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the Schedule
13D referred to below) on behalf of each of them of a statement on Schedule 13D
(including amendments thereto) with respect to the common shares, without
nominal or par value, of Kinross Gold Corporation, a corporation organized
pursuant to the laws of the Province of Ontario, Canada, and that this Agreement
may be included as an Exhibit to such joint filing. This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as
of the 10th day of June 1998.
CYPRUS AMAX MINERALS COMPANY
By: /s/ Philip C. Wolf
Name: Philip C. Wolf
Title: Senior Vice President
AMAX ENERGY, INC.
By: /s/ Philip C. Wolf
Name: Philip C. Wolf
Title: Senior Vice President
CYPRUS GOLD COMPANY
By: /s/ Philip C. Wolf
Name: Philip C. Wolf
Title: Senior Vice President
MINERA CYPRUS AMAX CHILE LIMITADA
By: /s/ Philip C. Wolf
Name: Philip C. Wolf
Title: Senior Vice President
