SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d OF
THE SECURITIES EXCHANGE ACT OF 1934
KINROSS GOLD CORPORATION
52nd Floor, Scotia Plaza, 40 King Street West
Toronto, Ontario M5H 3Y2
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INDEX
Material Change Report dated January 22, 2003....................... 3-6
Press Release dated January 22, 2001................................ 7-8
Signature Page...................................................... 9
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KINROSS GOLD CORPORATION
MATERIAL CHANGE REPORT
Item 1. Reporting Issuer
The reporting issuer filing this material change report is Kinross Gold
Corporation ("Kinross").
Item 2. Date of Material Change
January 22, 2003
Item 3. Press Release
Press release was issued by Kinross in Toronto on January 22, 2003 with respect
to the material change and filed via SEDAR.
Item 4. Summary of Material Change
The lawsuit initiated by the Magadan Administration against Omolon Gold Mining
Company ("Omolon") on behalf of a Russian shareholder was dismissed with
prejudice on January 13, 2003, and, on January 20, 2003, the lawsuit brought by
the largest Russian shareholder, holding 24.96 percent of Omolon (which had also
initiated an action to arrest Omolon's assets), was also dismissed with
prejudice.
In order to complete the purchase announced in October 2002, of up to 45.2% of
Omolon's outstanding shares currently held by its Russian shareholders for the
ruble equivalent of U.S.$45.4 million, certain written assurances need to be
obtained from the Magadan Administration. The acting Governor apparently is
unwilling to sign any documentation relating to these transactions until after
the upcoming election. The election is scheduled for February 2, 2003, but it
may be some time thereafter before the results are settled and the matter makes
it onto the new Governor's agenda. Kinross believes, based on discussions with
the Magadan Administration's representatives and the Russian Ministry of
Finance's representatives and the dismissals of the cases referred to above, and
in light of other factors referred to in item 5 below, that the share purchase
transactions will close by the end of the first quarter of 2003. There is no
adverse impact on Kinross due to the delay in completing the acquisition of the
shares of Omolon.
Item 5. Full Description of Material Change
Kinross conducts business in Russia through its 54.7%-owned Russian subsidiary,
Omolon Gold Mining Company. During the first half of 2002, two of Omolon's
Russian shareholders and the Magadan Administration, on behalf of a third
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Russian shareholder of Omolon (collectively, these Russian shareholders hold
38.1% of the outstanding shares of Omolon), separately instituted legal
proceedings against Omolon asserting that the original issuance of shares was
flawed, due to a failure to follow certain registration procedures required
under Russian law, and that the original share issuance was therefore null and
void. The lawsuit initiated by the Magadan Administration on behalf of a Russian
shareholder was dismissed with prejudice on January 13, 2003, and, on January
20, 2003, the lawsuit brought by the largest Russian shareholder, holding 24.96
percent of Omolon (which had also initiated an action to arrest Omolon's
assets), was also dismissed with prejudice.
Underlying these disputes were unpaid loans made by the Magadan Administration
to these Russian shareholders at the time Omolon was capitalized. In the face of
the inability of these shareholders to repay the loans, there was an effort to
shift the burden of repayment to Omolon. These lawsuits were encouraged by the
Magadan Administration as the major creditor of these shareholders.
In connection with these lawsuits, certain bank accounts of Omolon containing
the ruble equivalent of U.S.$22.1 million were placed under arrest pursuant to
an order of a court in the Magadan region of the Russian Federation. On January
8, 2003, the Magadan Court's order arresting these bank accounts was cancelled
on appeal. The appellate decision took effect immediately. All accounts and
other assets of Omolon previously under arrest are expected to be released by
the end of January 2003.
In an effort to resolve the lawsuits, Omolon, the Russian Ministry of Finance
("MinFin") and the Magadan Administration, on its own behalf and on behalf of
the two largest shareholders of Omolon, executed two protocols reflecting the
agreements in principle reached during meetings in Moscow in October 2002. The
agreements in principle provided that:
o Omolon will purchase up to 45.2% of its outstanding shares currently held
by its Russian shareholders for the ruble equivalent of U.S.$45.4 million;
o each Russian shareholder will withdraw any pending lawsuits asserted by it;
o the court order arresting the accounts will be lifted;
o the purchase price for the shares to be paid by Omolon to each of the
selling shareholders will be sufficient to repay their "gold" loans;
o the Magadan Administration would issue a letter addressed to Omolon
confirming that the amounts received by the Russian shareholders of Omolon
for their shares would be sufficient to fully repay their debts to the
Magadan Administration under the gold loans; and
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o the deal would be overseen by MinFin and all transactions would be effected
through the federally-owned bank, Vnesheconombank.
On December 3, 2002, in accordance with the agreements in principle, Omolon
entered into separate binding share purchase agreements with four of its five
Russian shareholders (holding, in the aggregate, 44.17% of Omolon's shares). The
share purchase agreements provide that Omolon will provide a letter of credit at
Vnesheconombank for each tendering shareholder in the amount of the respective
purchase price. Payments under the share purchase agreements would be
transferred to MinFin in repayment of the gold loans provided to the Magadan
Administration by the Russian Government. In order to draw down on the letters
of credit, the four shareholders are required to satisfy certain conditions,
including the production of written transfer instructions for their shares
signed by duly authorized representatives, dismissal of the respective lawsuits
against Omolon and the procurement of an amendment to Omolon's mining licence
permitting unrestricted ownership by a foreign entity.
In December 2002, Omolon transferred a substantial portion of the purchase price
for the shares to Vnesheconombank. However, further transfer of the funds was
delayed by Vnesheconombank as a result of its dissatisfaction with the proposed
mechanics of transfer of the share purchase payments from the Magadan
Administration to MinFin in repayment of the gold loans. Vnesheconombank
requested further written assurances from the Magadan Administration with
respect to the mechanics of such transfer. These further written assurances
require the approval of the Governor of Magadan. The acting Governor apparently
is unwilling to sign any documentation relating to these transactions until
after the upcoming election. The election is scheduled for February 2, 2003, but
it may be some time thereafter before the results are settled and the matter
makes it onto the new Governor's agenda. Kinross believes, based on discussions
with the Magadan Administration's representatives and MinFin's representatives
and the dismissals of the cases referred to above, and in light of other factors
referred to above, that the share purchase transactions will close by the end of
the first quarter of 2003. There is no adverse impact on Kinross due to the
delay in completing the acquisition of the shares of Omolon.
Item 6. Reliance on Section 75(3) of the Securities Act (Ontario) and analogous
securities legislation of each of the other provinces of Canada.
N/A
Item 7. Omitted Information
N/A
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Item 8. Senior Officer
Mr. Brian Penny
Vice President, Finance and Chief Financial Officer
Telephone: (416) 365-5662
Facsimile: (416) 365-0805
Item 9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to herein.
DATED at Toronto this 22nd day of January, 2003.
KINROSS GOLD CORPORATION
PER: (signed) Brian Penny
-----------------------------------
Brian Penny
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Press Release
Toronto, Canada - January 22, 2003 - Kinross Gold Corporation (TSX-K; Amex-KGC)
("Kinross") provides the following up-date on the status of the previously
announced proposed acquisition of shares by its 54.7%-owned Russian subsidiary,
Omolon Gold Mining Company ("Omolon"). In October 2002, Omolon reached
agreements in principle with the Russian Ministry of Finance and the Magadan
Administration representing itself and a majority of the Russian shareholders of
Omolon, to purchase the outstanding shares currently held by all the Russian
shareholders for the Ruble equivalent of US$ 45.4 million. On December 3, 2002
share purchase agreements were entered into between Omolon and four of the
Russian shareholders of Omolon owning in the aggregate approximately 44.17% of
the shares of Omolon. The share purchase agreements were entered into subsequent
to the initiation of lawsuits by three Russian shareholders of Omolon. On
January 8, 2003 the appellate court in Khabarovsk dismissed an order issued in
connection with these lawsuits freezing certain assets of Omolon. In addition,
on January 13, 2003, a court in Magadan dismissed with prejudice an action
against Omolon brought by the Magadan Administration, on behalf of the
Association of Native Peoples, a shareholder of Omolon. On January 20, 2003, the
lawsuit initiated against Omolon by the largest Russian shareholder of Omolon
was also dismissed with prejudice by a court in Magadan.
In order to finalize the share purchase transactions, certain written assurances
need to be obtained from the Magadan Administration. The acting Governor
apparently is unwilling to sign any documentation relating to these transactions
until after the upcoming election. The election is scheduled for February 2,
2003, but it may be some time thereafter before the results are settled and the
matter makes it onto the new Governor's agenda. Kinross believes, based on
discussions with the Administration's representatives, that the share purchase
transactions will close by the end of the first quarter of 2003.
This press release includes certain "Forward-Looking Statements" within the
meaning of section 21E of the United States Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical fact, included
herein, including without limitation, statements regarding potential
mineralization and reserves, exploration results and future plans and objectives
of Kinross, are forward-looking statements that involve various risks and
uncertainties. There can be no assurance that such statements will prove to be
accurate and actual results and future events could differ materially from those
anticipated in such statements. Important factors that could cause actual
results to differ materially from Kinross' expectations are disclosed under the
heading "Risk Factors" and elsewhere in Kinross' documents filed from time to
time with the Toronto Stock Exchange, the United States Securities and Exchange
Commission and other regulatory authorities.
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For further information: e-mail info@kinross.com or contact:
Robert M. Buchan Gordon A. McCreary
President and Chief Executive Officer Vice President, Investor Relations
Tel. (416) 365-5650 and Corporate Development
Tel. (416) 365-5132
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
KINROSS GOLD CORPORATION
Signed: /s/ Brian Penny
-------------------------
Brian Penny
January 22, 2003.