-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UkP2kCUVObsUr/U1VoGD3xVGpq7njf4ZB293u0vZH7HKd7vOfxdcllIs/mAWDnhM KxX9pEOybe78HLyxXuGomw== 0001104659-10-039346.txt : 20100723 0001104659-10-039346.hdr.sgml : 20100723 20100723170506 ACCESSION NUMBER: 0001104659-10-039346 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100723 DATE AS OF CHANGE: 20100723 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KINROSS GOLD CORP CENTRAL INDEX KEY: 0000701818 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 650430083 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 185 SOUTH STATE STREET STREET 2: STE 400 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8013639152 FORMER COMPANY: FORMER CONFORMED NAME: PLEXUS RESOURCES CORP DATE OF NAME CHANGE: 19920703 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARRY WINSTON DIAMOND CORP CENTRAL INDEX KEY: 0000841071 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-56591 FILM NUMBER: 10967938 BUSINESS ADDRESS: STREET 1: PO BOX 4569 STREET 2: STATION A CITY: TORONTO STATE: A6 ZIP: M5W 4T9 BUSINESS PHONE: 4163622237 MAIL ADDRESS: STREET 1: PO BOX 4569 STREET 2: STATION A CITY: TORONTO STATE: A6 ZIP: M5W 4T9 FORMER COMPANY: FORMER CONFORMED NAME: ABER DIAMOND CORP DATE OF NAME CHANGE: 19950606 SC 13D 1 a10-14574_1sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D (Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. )

Harry Winston Diamond Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

41587B100

(CUSIP Number)

Geoffrey P. Gold, Esq.

Kinross Gold Corporation

Executive Vice President and Chief Legal Officer

25 York Street, Suite 1700,

Toronto, Ontario, Canada M5J 2V5

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

March 19, 2009

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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).

SCHEDULE 13D

CUSIP No. 41587B100

	1	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Kinross Gold Corporation EIN: 650430083

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) WC

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Province of Ontario, Canada

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power – 0 –

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power – 0 –

	11	Aggregate Amount of Beneficially Owned by Each Reporting Person 0

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 0%

	14	Type of Reporting Person (See Instructions) CO

Item 1. Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the Common Shares (the “Common Shares”) of Harry Winston Diamond Corporation (the “Issuer”), a corporation organized under the federal laws of Canada. The principal executive offices of the Issuer are located at P.O. Box 4569, Station A, Toronto, Ontario, Canada, M5W 4T9.

Item 2. Identity and Background

This Statement is being filed by Kinross Gold Corporation (the “Reporting Person” or “Kinross”), a corporation organized under the laws of the Province of Ontario, Canada. The Reporting Person is a publicly traded entity that is principally engaged in the mining and processing of gold and, as a by-product, silver ore and the exploration for, and the acquisition of, gold bearing properties in the Americas, the Russian Federation and worldwide. The address of the Reporting Person’s principal office and principal place of business is 25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5.

The name, business address, present principal occupation or employment and citizenship of each executive officer and director of the Reporting Person is set forth in Schedule A, which is attached hereto and incorporated herein by reference.

During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the persons listed in Schedule A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

Item 3. Source and Amount of Funds or Other Consideration

On March 19, 2009 Kinross entered into a Subscription Agreement with the Issuer (the “Subscription Agreement”) pursuant to which Kinross subscribed for 15,200,000 Common Shares (the “Shares”) at a price of $3.00 in cash per Share, representing a total investment of $45,600,000 (the “Investment”). The Subscription Agreement is included as Exhibit 99.1 hereto and is hereby incorporated by reference herein.

The Investment closed on March 31, 2009. The source of the funds for the Investment was the working capital of Kinross.

Item 4. Purpose of Transaction

The information set forth and/or incorporated by reference in Items 2 and 3 above is hereby incorporated by reference into this Item 4.

Kinross purchased the Shares for investment purposes. On July 23, 2010, Kinross entered into agreement (the “Bid Letter”) with BMO Nesbitt Burns Inc., GMP Securities L.P., Morgan Stanley Canada Limited and RBC Dominion Securities Inc. (collectively, the “Dealers”) to sell to the Dealers the entirety of the Shares at a price per share of C$12.65, being approximately C$192,280,000 in the aggregate, in connection with a block trade (the “Sale”) in which the Dealers subsequently place the Shares with various third parties. Kinross has also agreed that, for a period of 90 days following the date of the Bid Letter, it will not directly or indirectly, without the prior written consent of the Dealers, which consent shall not be unreasonably withheld, offer, sell, negotiate or enter into any agreement to sell, grant any option to purchase, transfer, assign or otherwise dispose of any equity securities of the Issuer that it may subsequently obtain or other securities convertible into equity securities of the Issuer or announce any intention to bring into effect the foregoing. The Bid Letter is attached hereto as Exhibit 99.2 and is hereby incorporated by reference herein.

In addition, on July 23, 2010 Kinross announced that it had reached an agreement in principle with the Issuer, pursuant to which Kinross will sell its interest in Harry Winston Diamond Limited Partnership (the “LP”) to the Issuer for total consideration of $220 million, comprised of $50 million cash, $100 million in Common Shares, and a note payable in the amount of $70 million. Based on the closing price of the Common Shares on the New York Stock Exchange on July 22, 2010, the $100 million in Common Shares would represent approximately 7.1 million Common Shares, or 8.5% of the total Common Shares presently outstanding. The LP is a limited partnership formed to hold a 40% interest in the Diavik Diamond Mine in the Northwest Territories, Canada, in which Kinross holds a 22.5% interest, acquired at the time that it acquired the Shares, and the Issuer indirectly holds a 77.5% interest. The agreement in principle is subject to approval by the boards of both companies, definitive documentation, creditor consent, and Toronto Stock Exchange approval.

Pursuant to the Subscription Agreement, and effective as of April 2, 2009, Thomas M. Boehlert, the Executive Vice President and Chief Financial Officer of Kinross, was elected to the Issuer’s Board of Directors. Pursuant to the Subscription Agreement, Kinross has a right to designate one individual to be nominated to the Board of Directors of the Issuer until such time as Kinross either no longer holds at least ten percent (10%) of the outstanding common stock of the Issuer or no longer beneficially owns the partnership units in the LP that it acquired concurrently with the Shares. Following the consummation of the Sale, Kinross’s nomination right under the Subscription Agreement will terminate.

Except as otherwise set forth in this Statement, neither the Reporting Person nor, to the knowledge of the Reporting Person, any person named in Schedule A attached hereto, has present plans or proposals that relate to or would result in:

i. the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

ii. an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

iii. a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;

iv. 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;

v. any material change in the present capitalization or dividend policy of the Issuer;

vi. any other material change in the Issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

vii. 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;

viii. 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;

ix. a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

x. any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

The information set forth and/or incorporated by reference in Items 2 through 4 above is hereby incorporated by reference into this Item 5.

(a) and (b) On March 19, 2009, pursuant to the Subscription Agreement, Kinross obtained the sole power to vote, direct the vote, dispose and direct the disposition of 15,200,000 Common Shares of the Issuer, which represented 19.9% of the outstanding Common Shares at that time.

On July 23, 2010, Kinross entered into the Bid Letter with respect to the Sale. Following the Sale, Kinross no longer holds beneficial ownership in any Common Shares.

As described in Item 4 above, if the agreement in principle with the Issuer with respect to the sale of the LP interest is consummated, Kinross expects to acquire approximately 7.1 million

Common Shares (based on the closing price of the Common Shares on the New York Stock Exchange on July 22, 2010), representing approximately 8.5% of the total Common Shares presently outstanding.

Except as set forth in this Statement, to the knowledge of the Reporting Person as of the date of this Statement, none of its executive officers or directors named in Schedule A attached hereto owns any Common Shares.

(c) Neither the Reporting Person nor, to the knowledge of the Reporting Person, any person named in Schedule A attached hereto, has effected any transactions in the Common Shares during the past sixty days, other than as disclosed in Item 4.

(d) The Reporting Person knows of no other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Shares covered by this Statement.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth and/or incorporated by reference in Items 2 through 5 above is hereby incorporated by reference into this Item 6.

To the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies, between the persons named in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7. Material to be Filed as Exhibits

Exhibit Number		Description
99.1		Subscription Agreement between Harry Winston Diamond Corporation and Kinross Gold Corporation dated March 19, 2009 (incorporated by reference to Exhibit 99.2 to Kinross’s Report of Foreign Private Issuer on Form 6-K dated March 30, 2009 (Commission File Number 001-13382))

99.2		Letter Agreement among Kinross Gold Corporation, BMO Nesbitt Burns Inc., GMP Securities L.P., Morgan Stanley Canada Limited and RBC Dominion Securities Inc., dated July 23, 2010

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.

Dated: July 23, 2010

	KINROSS GOLD CORPORATION


	By:	/s/ Geoffrey P. Gold
		Name: Geoffrey P. Gold
		Title: Executive Vice President and Chief Legal Officer

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF KINROSS GOLD CORPORATION

Schedule A sets forth the following information with respect to each executive officer and director of Kinross Gold Corporation (“Kinross”): (i) name, (ii) business address; (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship. The address of Kinross’ principal place of business is 25 York Street, Suite 1700, Toronto, Ontario, Canada, M5J 2V5.

Name	Business Address	Present Principal Occupation	Citizenship

Tye W. Burt President and Chief Executive Officer and Director	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	President and Chief Executive Officer and Director of Kinross	Canada

Rick A. Baker Senior Vice President, Environment and Project Planning	5370 Kietzke Lane, Suite 102, Reno, Nevada, 89511	Senior Vice President, Environment and Project Planning of Kinross	U.S.A.

Tim C. Baker Executive Vice President and Chief Operating Officer	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	Executive Vice President and Chief Operating Officer of Kinross	Canada

Thomas M. Boehlert Executive Vice President and Chief Financial Officer	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	Executive Vice President and Chief Financial Officer of Kinross	U.S.A.

Geoffrey P. Gold Executive Vice President & Chief Legal Officer	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	Executive Vice President & Chief Legal Officer of Kinross	Canada

Paul Rollinson Executive Vice President, Corporate Development	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	Executive Vice President, Corporate Development of Kinross	Canada

Lisa Colnett Senior Vice President, Human Resources and Corporate Services	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	Senior Vice President, Human Resources and Corporate Services of Kinross	Canada

James Crossland Executive Vice President, External Relations and Corporate Responsibility	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	Executive Vice President, External Relations and Corporate Responsibility of Kinross	Canada

Robert D. Henderson Senior Vice President, Technical Services	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	Senior Vice President, Technical Services of Kinross	Canada

Christopher T. Hill Senior Vice President and Treasurer	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	Senior Vice President and Treasurer of Kinross	Canada

Dr. Kenneth Thomas Senior Vice President, Projects	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	Senior Vice President, Projects of Kinross	Canada

John E. Oliver Independent Chairman	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	Independent Chairman of Kinross	Canada

John A. Brough Director	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	Corporate Director	Canada

John K. Carrington Director	25 York Street, Suite 1700, Toronto, Ontario, Canada	Corporate Director	Canada

	M5J 2V5

John M.H. Huxley Director	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	Corporate Director	Canada

John A. Keyes Director	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	Corporate Director	Canada

Catherine McLeod-Seltzer Director	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	Chairman and Director, Pacific Rim Mining Corp. #1050 - 625 Howe Street, Vancouver, British Columbia, Canada V6C 2T6	Canada

George F. Michals Director	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	Corporate Director	Canada

John E. Oliver Director	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	Corporate Director	Canada

Terence C.W. Reid Director	25 York Street, Suite 1700, Toronto, Ontario, Canada M5J 2V5	Corporate Director	Canada

EX-99.2 2 a10-14574_1ex99d2.htm EX-99.2

EXHIBIT 99.2

LETTER AGREEMENT

July 23, 2010

Kinross Gold Corporation

25 York Street, 17th Floor

Toronto, ON M5J 2V5

Attention: Mr. Tye Burt, President & Chief Executive Officer

We understand that you intend to sell 15,200,000 common shares (the “Common Shares”) of Harry Winston Diamond Corporation (the “Issuer”). BMO Nesbitt Burns Inc., GMP Securities L.P., Morgan Stanley Canada Limited and RBC Dominion Securities Inc. (collectively, the “Dealers”, and each, a “Dealer”), hereby severally, as to percentages listed below in clause (ii), offer to purchase the Common Shares. Our offer is subject to the following terms and conditions and those set out in the attached term sheet:

(i) this offer is open for acceptance by you until 8:30 (Toronto time) on July 23, 2010, unless we extend the time for acceptance in writing or we withdraw the offer;

(ii) the respective percentages of the Dealers on a several (not joint) liability basis will be:

BMO Nesbitt Burns Inc.	25	%
GMP Securities L.P.	25	%
Morgan Stanley Canada Limited	25	%
RBC Dominion Securities Inc.	25	%
	100	%

(iii) you represent and warrant that as of the date hereof (unless specifically indicated as otherwise) :

(a) the agreement formed by your acceptance of this offer has been duly authorized, executed and delivered by you and constitutes your legal, valid and binding obligation enforceable against you in accordance with its terms;

(b) the sale of the Common Shares is not a “distribution” within the meaning of the Securities Act (Ontario), no prospectus is required to be filed to qualify the Common Shares for public distribution in Canada and the Common Shares are and will be free from any resale restrictions in Canada;

(c) the Common Shares are not “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and are not represented by certificates bearing U.S. restrictive legends;

(d) you are not a person within the United States or a U.S. person (as such terms are defined in Rule 902 of Regulation S under the U.S. Securities Act);

(e) you reasonably believe that the Issuer is a “foreign issuer” (as defined in Rule 902 of Regulation S under the U.S. Securities Act) and that there is no “substantial U.S. market

interest” (as defined in Rule 902 of Regulation S under the U.S. Securities Act ) in the Common Shares;

(f) on March 31, 2009, you acquired, and fully paid for, the Common Shares from the Issuer pursuant to Rule 903 of Regulation S under the U.S. Securities Act and not with a view to distribution of the Common Shares within the United States or to U.S. persons in violation of applicable U.S. securities laws and have continuously owned the Common Shares since that date;

(g) your execution and delivery of this agreement and your performance of your obligations hereunder do not and will not result in a breach by you of any agreement to which you are a party or any law to which you are subject;

(h) you are the beneficial owner of the Common Shares, and the Common Shares are not and at the time of settlement will not be subject to any security interest or other encumbrance or rights of any third parties;

(i) you are not aware of any material fact or material change regarding the Issuer which as of the date hereof has not been disclosed by the Issuer to the public, other than as is set forth in the press release to be disseminated immediately following the execution of this agreement, a form of which is attached hereto as Annex B, or of any intention on the part of the Issuer to change any public guidance by it regarding its future financial results;

(j) neither you nor any of your affiliates (as defined in Rule 501(b) of Regulation D under the U.S. Securities Act, but excluding the Issuer and its subsidiaries, an “Affiliate”) has directly, or through any agent, (A) offered or sold any Common Shares in the preceding six month period or (B) offered, solicited offers to buy or sold the Common Shares by any form of general solicitation or general advertising (as those terms are used in Regulation D under the U.S. Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the U.S. Securities Act.;

(k) none of you, your Affiliates or any person acting on your or their behalf has engaged or will engage in any “directed selling efforts” (as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act) with respect to the Common Shares, except no representation, warranty or agreement is made by you in this paragraph with respect to the Dealers;

(l) it is not necessary in connection with the offer, sale and delivery of the Common Shares in the manner contemplated by this letter agreement to register the Common Shares under the U.S. Securities Act; and

(m) neither you nor your Affiliates have taken, or will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Common Shares.

(iv) You agree to indemnify and hold harmless each Dealer, each person, if any, who controls any Dealer within the meaning of either Section 15 of the U.S. Securities Act or Section 20 of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and each affiliate of any Dealer (as defined in Rule 12b-2 under the U.S. Exchange Act) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) for

which you have or are alleged to have liability pursuant to Section 20 of the U.S. Exchange Act. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this paragraph such person (the “indemnified party”) shall promptly notify you in writing and you, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others you may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) you and the indemnified party shall have mutually agreed to the retention of such counsel or (b) the named parties to any such proceeding (including any impleaded parties) include both you and the indemnified party and representation of both parties by the same counsel would be inappropriate (as confirmed in writing by such counsel) due to actual or potential differing interests between them. It is understood that you shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Dealers. You shall not be liable for any settlement of any proceeding effected without your written consent, but if settled with such consent or if there be a final judgment for the plaintiff, you agree to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested you to reimburse the indemnified party for fees and expenses of counsel as contemplated by this paragraph, you agree that you shall be liable for any settlement of any proceeding effected without your written consent if (a) such settlement is entered into more than 30 days after receipt by you of the aforesaid request and (b) you shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. You shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and contains no admission of fault of any indemnified party. To the extent the indemnification provided for in this paragraph is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then you, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative benefits received by you on the one hand and the Dealers on the other hand from the offering of the Common Shares or if the allocation provided above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to above but also the relative fault of you on the one hand and of the Dealers on the other hand in connection with such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by you on the one hand and the Dealers on the other hand in connection with the offering of the Common Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Common Shares (before deducting expenses) received by you and the total commissions received by the Dealers bear to the aggregate offering price of the Common Shares. The relative fault of you on the one hand and of the Dealers on the other hand shall be determined by reference to, among other things, the parties’ relative knowledge, access to information and opportunity to correct or prevent the cause of the loss, claim, damage or liability. The Dealers’ respective obligations to contribute pursuant to this paragraph are several in proportion to the respective principal amount of Common Shares they have purchased hereunder, and not joint. You and the Dealers agree that it would not be just or equitable if

contribution pursuant to this paragraph were determined by pro rata allocation (even if the Dealers were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this paragraph, no Dealer shall be required to contribute any amount in excess of the amount by which the total price at which the Common Shares resold by it were offered to investors exceeds the amount of any damages that such Dealer has otherwise been required to pay. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the U.S. Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. The indemnity and contribution provisions contained in this paragraph shall remain operative and in full force and effect regardless of (a) any termination of this letter agreement, (b) any investigation made by or on behalf of any Dealer, any person controlling any Dealer or any Affiliate of any Dealer or by or on behalf of you, your respective officers or directors or any person controlling you and (c) acceptance of and payment for any of the Common Shares.

It is a condition of our obligation to complete the purchase of the Common Shares that the foregoing representations and warranties are true at the time of settlement and they shall also survive settlement for one year.

You agree for a period of 120 days following the date hereof, you will not, directly or indirectly, without the prior written consent of the Dealers, which consent shall not be unreasonably withheld, offer, sell, negotiate or enter into any agreement to sell, grant any option to purchase, transfer, assign or otherwise dispose of any equity securities of the Issuer or other securities convertible into equity securities of the Issuer or announce any intention to bring into effect the foregoing.

We confirm to you that any offers or sales of the Common Shares will be made only (i) in an “offshore transaction”, as such term is defined in Rule 902 under the U.S. Securities Act or (ii) to a investor that has signed the investor letter attached hereto as Annex A. We further agree and undertake to make our best efforts not to resell greater than 7.6 million of the Common Shares to any single third party purchaser.

Settlement

To settle this trade, you will deliver a certificate or certificates, including a duly endorsed power of attorney in blank for the transfer of such Common Shares or deliver the Common Shares electronically through CDS to a BMO Nesbitt Burns account against payment of the purchase price.

Yours sincerely,

BMO Nesbitt Burns Inc.

By:	/s/ Egizio Bianchini
	Mr. Egizio Bianchini
	Managing Director


GMP Securities L.P.

By:	/s/ Douglas Bell
	Mr. Douglas Bell
	Managing Director


Morgan Stanley Canada Limited

By:	/s/ Matthew Hind
	Matthew Hind
	Vice President


RBC Dominion Securities Inc.

By:	/s/ Gordon J. Bell
	Gordon J. Bell
	Managing Director

We agree with the foregoing and accept your offer this 23 day of July, 2010.

KINROSS GOLD CORPORATION

By:	/s/ J.P. Rollinson
	Mr. Paul Rollinson
	Executive Vice President, Corporate Development

Block Trade - Bought Deal

Harry Winston Diamond Corporation

(HW: TSX, HWD: NYSE)

Amount:		15,200,000 Common Shares of Harry Winston Diamond Corporation

Form of Trade:		Purchase of Common Shares

Vendor:		Kinross Gold Corporation

Purchaser:		BMO Nesbitt Burns Inc., GMP Securities L.P., Morgan Stanley Canada Limited and RBC Dominion Securities Inc.

Net Price to Vendor:		C$12.65 per share

Net Proceeds To Vendor:		C$192,280,000

Trade Date:		July 23, 2010

Settlement Date:		July 28, 2010 (T+ 3)

Annex A — Form of Investor Letter

July 23, 2010

BMO Nesbitt Burns Inc.

100 King Street West

Toronto, ON M5X 1H3

Kinross Gold Corporation

25 York Street, 17th Floor

Toronto, ON M5J 2V5

Ladies and Gentlemen:

In connection with our purchase today of [] common shares (the “Common Shares”) of Harry Winston Diamond Corporation (the “Issuer”), we hereby represent, warrant and agree with you as follows:

1. We are a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and an “accredited investor” within the meaning of Rule 501 under the Securities Act (an investor which is both a “qualified institutional buyer” and an “accredited investor” being hereinafter referred to as a “Qualifying Investor”); and if we are acquiring the Securities as a fiduciary or agent for one or more investor accounts: (a) each such account is a Qualifying Investor; (b) we have investment discretion with respect to each such account; and (c) we have full power and authority to make the representations, warranties and agreements in this letter on behalf of each such account.

2. We are not acquiring the Common Shares with a view to distribution thereof or with any present intention of offering or selling the Common Shares.

3. We understand that the offer and sale of the Common Shares have not been and will not be registered under the Securities Act, that the sale of the Common Shares to us is being made in reliance on an exemption from the registration requirements of the Securities Act and that the Common Shares may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting, that if we should sell any Common Shares, we will do so only (A) outside the United States in compliance with Rule 904 of Regulation S under the Securities Act (including in a transaction executed on or through the facilities of the Toronto Stock Exchange), (B) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available) or (C) pursuant to a registration statement which has been declared effective under the Securities Act.

4. We have all information that we believe is necessary or appropriate in connection with our decision to invest in the Common Shares. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Common Shares, and we are able to bear the economic risks of such investment.

5. In deciding to purchase the Common Shares, we have relied solely on our own investigation and analysis and not on any representation made, or information provided, by you or any of your respective affiliates, directors, officers, employees, agents, advisors or representatives.

Each of BMO Nesbitt Burns Inc., GMP Securities L.P., Morgan Stanley Canada Limited, RBC Dominion Securities Inc. and Kinross Gold Corporation is entitled to rely upon this letter and is irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Sincerely,

Annex B — Press Release

Kinross Gold Corporation

25 York Street, 17th Floor
Toronto, ON Canada M5J 2V5

NEWS RELEASE

Kinross sells Harry Winston shares

Toronto, Ontario, July 23, 2010 — Kinross Gold Corporation (TSX: K, NYSE: KGC) announced today that it has entered into an agreement with a group of financial institutions to sell its approximate 19.9% equity interest in Harry Winston Diamond Corporation (TSX-HW; NYSE-HWD) (“Harry Winston”), consisting of 15.2 million Harry Winston common shares, on an underwritten block trade basis.

This press release is not an offer of securities for sale in the United States. The Harry Winston common shares to be sold have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

About Kinross Gold Corporation

Kinross is a Canadian-based gold mining company with mines and projects in Canada, the United States, Brazil, Chile, Ecuador and Russia, employing approximately 5,500 people worldwide.

Kinross’ strategic focus is to maximize net asset value and cash flow per share through a four-point plan built on: delivering mine and financial performance; attracting and retaining the best people in the industry; achieving operating excellence through the “Kinross Way”; and delivering future value through profitable growth opportunities.

Kinross maintains listings on the Toronto Stock Exchange (symbol:K) and the New York Stock Exchange (symbol:KGC).

Media Contact

Steve Mitchell

Vice President, Corporate Communications

phone: (416) 365-2726

steve.mitchell@kinross.com

Investor Relations Contact

Erwyn Naidoo

Vice-President, Investor Relations

phone: (416) 365-2744

erwyn.naidoo@kinross.com

Kinross Gold Corporation

25 York Street, 17th Floor
Toronto, ON Canada M5J 2V5

NEWS RELEASE

Kinross agrees in principle to sell Diavik interest

Toronto, Ontario, July 23, 2010 — Kinross Gold Corporation (TSX: K, NYSE: KGC) announced today that it has reached an agreement in principle with Harry Winston Diamond Corporation (TSX: HW; NYSE-HWD) (“Harry Winston”), pursuant to which Kinross will sell its 22.5% interest in the partnership holding Harry Winston’s 40% interest in the Diavik Diamond Mines joint venture to Harry Winston for US$220 million, comprised of US$50 million cash, approximately 7.1 million Harry Winston common shares with a value of approximately US$100 million, and a note payable in the amount of US$70 million. The completion of the transaction is subject to execution of definitive binding documentation, as well as the approval of the boards of both Harry Winston and Kinross, the receipt of all required third party consents, the receipt of required regulatory approvals (including the approval of the Toronto Stock Exchange) and other customary conditions of closing.

Kinross previously announced an agreement to sell to third parties its current approximate 19.9% equity interest in Harry Winston, which Kinross acquired in March 2009. As a result of the sale of such equity interest, Kinross’ rights to nominate a member of the Harry Winston board and to maintain its proportionate equity interest in Harry Winston have been terminated.

Other than the shares issuable as a result of the completion of the transactions contemplated by the agreement in principle, Kinross will hold no equity securities of Harry Winston following the sale, and has no current intention to acquire any further securities of Harry Winston.

About Kinross Gold Corporation

Kinross is a Canadian-based gold mining company with mines and projects in Canada, the United States, Brazil, Chile, Ecuador and Russia, employing approximately 5,500 people worldwide.

Kinross maintains listings on the Toronto Stock Exchange (symbol:K) and the New York Stock Exchange (symbol:KGC).

Media Contact

Steve Mitchell

Vice President, Corporate Communications

phone: (416) 365-2726

steve.mitchell@kinross.com

Investor Relations Contact

Erwyn Naidoo

Vice-President, Investor Relations

phone: (416) 365-2744

erwyn.naidoo@kinross.com

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