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)

August 25, 2010

(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) OO
	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 7,142,857
			8	Shared Voting Power–  0  –
			9	Sole Dispositive Power7,142,857
			10	Shared Dispositive Power–  0  –
	11	Aggregate Amount of Beneficially Owned by Each Reporting Person7,142,857
	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) 8.6%
	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 August 11, 2010 Kinross entered into a Purchase Agreement with the Issuer (the “Purchase Agreement”) pursuant to which Kinross agreed to sell its interest in Harry Winston Diamond Limited Partnership (the “LP”) to the Issuer for total consideration of approximately $220 million, comprised of $50 million cash, a note payable in the amount of $70 million (the “Note”) and 7,142,857 Common Shares (the “Shares”).  The Purchase Agreement is attached hereto as Exhibit 99.1 and is hereby incorporated by reference herein. The Note matures on August 25, 2011 and bears interest at an annual rate of 5%.  Pursuant to the terms of the Note, the Issuer may, at its option and subject to certain conditions, repay amounts owing under the Note by issuing additional Common Shares to Kinross, which Common Shares shall be valued by reference to the volume-weighted trading price of the Common Shares on the Toronto Stock Exchange for the five trading days preceding the maturity date, subject to a 10% discount.  Common Shares may be issued to Kinross by the Issuer in satisfaction of amounts owing under the Note only to the extent that the issuance of such

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Common Shares to Kinross would not result in Kinross holding more than 19.9% of the issued and outstanding Common Shares of the Issuer.  If the Issuer determines to satisfy a portion of the amounts owing under the Note by issuing additional Common Shares and makes a good-faith determination not to repay the remaining amounts outstanding based on its cash balances, then the maturity date of the Note will be extended by 180 days.  The Note is attached hereto as Exhibit 99.2 and is hereby incorporated by reference herein. Kinross acquired the Shares and was issued the Note on August 25, 2010.
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 acquired the Shares for investment purposes.  Thomas M. Boehlert, the Executive Vice-President and Chief Financial Officer of Kinross, is currently a member of the Issuer’s Board of Directors.  Mr. Boehlert was previously designated by Kinross for nomination to the Issuer’s Board of Directors pursuant to rights Kinross held under a Subscription Agreement, dated March 19, 2009 (the “Subscription Agreement”), pursuant to which Kinross acquired its interest in the LP and certain other Common Shares.  On July 23, 2010, Kinross sold the entirety of such Common Shares to third parties through a “block trade” with BMO Nesbitt Burns Inc., GMP Securities L.P., Morgan Stanley Canada Limited and RBC Dominion Securities Inc. for $12.65 per share and total proceeds of C$192,280,000.  Concurrently with such sale, Kinross’s rights under the Subscription Agreement to designate a member of the Issuer’s Board of Directors terminated. Kinross intends to continuously review its holdings in the Issuer on a regular basis and may at any time or from time to time determine to dispose of any securities of the Issuer owned by it, including Common Shares, in the open market, in privately negotiated transactions or otherwise, in such quantities and at such times as may be determined from time to time, or take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4.  In reaching any decision as to its course of action, Kinross currently expects that it would take into consideration a variety of factors, including the Issuer’s business, financial condition and prospects, other developments concerning the Issuer and its business generally, other developments and other business opportunities available to Kinross, developments with respect to Kinross’s business and general economic outlook, changes in law and regulations, general economic conditions, and money, currency, commodity and stock market conditions, including the market price of the securities of the Issuer.

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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 August 25, 2010, Kinross obtained the sole power to vote, direct the vote, dispose and direct the disposition of 7,142,857 Common Shares of the Issuer, which represented 8.6% of the outstanding Common Shares at that time, based on representations made by the Issuer in the Purchase Agreement as to the total number of Common Shares outstanding.

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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, except as described below. Pursuant to a bid letter dated July 23, 2010 between BMO Nesbitt Burns Inc., GMP Securities L.P., Morgan Stanley Canada Limited and RBC Dominion Securities Inc. (collectively, the “Dealers”) and Kinross, Kinross agreed that it would not, for a period of 120 days following the date of the bid letter, offer, sell, negotiate or enter into any agreement to sell, grant any option to purchase, transfer, assign or otherwise dispose of any Common Shares or securities convertible into Common Shares without the prior written consent of the Dealers.

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Item 7. Material to be Filed as Exhibits

ExhibitNumber	Description
99.1	Purchase Agreement between Kinross Gold Corporation and Winston Diamond Corporation dated August 11, 2010 (incorporated by reference to Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K of Kinross filed on August 27, 2010)
99.2	Term Promissory Note, dated August 25, 2010, from Harry Winston Diamond Corporation to Kinross Gold Corporation.

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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:  September 7, 2010

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

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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   M5J 2V5	Corporate Director	Canada

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

EXHIBIT 99.2

TERM PROMISSORY NOTE

Unless permitted under securities legislation, the holder of this security must not trade the security before December 26, 2010.

TERM GRID PROMISSORY NOTE

USD$70,000,000 TORONTO, ONTARIO

DATE: AUGUST 25, 2010

1.Promise to Pay

FOR VALUE RECEIVED Harry Winston Diamond Corporation (together with its successors, the “Borrower”) unconditionally promises to pay to Kinross Gold Corporation (the “Lender”), its successors (including any successor by reason of amalgamation) and assigns, or to its order, at its offices at 25 York Street, 17th Floor, Toronto, Ontario (or at such other address as the Lender shall notify the Borrower), in lawful money of the United States of America, the amount of SEVENTY MILLION DOLLARS ($70,000,000) (the “Principal Amount”) together with interest on the Principal Amount outstanding from time to time under this Term Grid Promissory Note (this “Note”), all as recorded by the Lender on the grid on the reverse hereof and, if applicable, on the grid(s) subsequently numbered and attached hereto as Schedules (collectively, the “Grid”). The Principal Amount outstanding together with accrued and unpaid interest shall be due and be paid on the day (the “Maturity Date”) which is the later of August 25, 2011 (the “Initial Maturity Date”) and such date as may be determined in accordance with Section 6. If the Maturity Date is extended pursuant to Section 6, the Principal Amount outstanding shall be due and paid on the Maturity Date and interest shall be payable as set out in Section 2 below.

2.Interest

The Principal Amount outstanding at any time and from time to time shall bear interest from and including the date hereof to but excluding the Initial Maturity Date at the rate of 5% per annum (calculated on the basis of a year of 365 days). Such interest shall be calculated and accrue daily and shall be payable (without compounding) on the Initial Maturity Date in arrears.

If the Maturity Date is extended pursuant to Section 6, the Principal Amount outstanding at any time and from time to time shall bear interest from and including the Initial Maturity Date to but excluding the Maturity Date at the rate equal to the Prime Rate (defined below) plus 8% (calculated on the basis of a year of 365 days). Such interest shall be calculated and accrue daily

and shall be payable (without compounding) on the 90th day following the Initial Maturity Date and on the Maturity Date, in arrears.

Following the occurrence of an Event of Default, the Principal Amount outstanding at any time and from time to time and any accrued but unpaid interest shall bear interest at the rate equal to the Prime Rate plus 8% per annum (calculated on the basis of a year of 365 days).  Such interest shall accrue daily and shall be payable on demand.

“Prime Rate” means, at any time, the rate of interest expressed as an annual rate, established or quoted by The Royal Bank of Canada as being its reference interest rate to determine the interest rates it will charge for U.S. dollar loans made in Canada to Canadian borrowers.

3.Criminal Rate of Interest

In no event shall the aggregate “interest” (as defined in Section 347 (the “Criminal Code Section”) of the Criminal Code (Canada), payable to the Lender under this Note exceed the effective annual rate of interest lawfully permitted under the Criminal Code Section.  Further, if any payment, collection or demand pursuant to this Note in respect of such “interest” is determined to be contrary to the provisions of the Criminal Code Section, such payment, collection, or demand shall be deemed to have been made by mutual mistake of the Lender and the Borrower and such “interest” shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in the receipt by the Lender of interest at a rate not in contravention of the Criminal Code Section.

4.Interest Act (Canada)

Each interest rate which is calculated under this Note on any basis other than a full calendar year (the “deemed interest period”) is, for the purposes of the Interest Act (Canada), equivalent to a yearly rate calculated by dividing such interest rate by the actual number of days in the deemed interest period, then multiplying such result by the actual number of days in the calendar year (365 or 366).

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5.Prepayment

The Borrower shall be entitled to prepay all or any portion of the Principal Amount outstanding without notice, bonus or penalty. Any prepayment shall be in a minimum amount of $10,000,000 and in an integral multiple of $1,000,000. Any payments in respect of amounts due under this Note shall be applied first in satisfaction of any accrued and unpaid interest, and then to the Principal Amount outstanding.

6.Conversion Rights

Provided no Event of Default specified in clause (v) of Section 8 has occurred and is continuing (and without giving effect to any grace period specified therein), the Borrower may elect to satisfy, in whole or in part, the Principal Amount outstanding and accrued but unpaid interest on the Initial Maturity Date by issuing common shares in the capital of the Borrower (“HWDC Shares”). Each HWDC Share so issued will for these purposes be valued based on the 5 day volume-weighted average trading price of the HWDC Shares on the Toronto Stock Exchange (the “TSX”) prior to (but not including) the Initial Maturity Date less a discount of 10 %, and the amount satisfied through such issuance shall be calculated by multiplying the total number of HWDC Shares so issued by such discounted 5 day volume-weighted average trading price, which amount shall be further multiplied by the Exchange Rate.

“Exchange Rate” means the average of the Bank of Canada noon-day exchange rate between Canadian dollars and U.S. dollars for the 5 day period prior to (but not including) the Initial Maturity Date expressed in United States dollars on the basis of the number of United States dollars issuable in exchange for one Canadian dollar.

The Borrower shall only be permitted to issue HWDC Shares to the Lender to satisfy repayment of the Principal Amount outstanding and accrued but unpaid interest pursuant to the foregoing paragraph if HWDC Shares have been and are listed and posted for trading on TSX continuously from the date hereof to and including the Initial Maturity Date and shall only be permitted to issue HWDC Shares to (and up to) the extent that such issuance does not result in the Lender holding greater than 19.9% of the issued and outstanding HWDC Shares immediately following such issuance.

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In the event that the Borrower elects to satisfy a portion of the Principal Amount outstanding and accrued but unpaid interest pursuant to the foregoing paragraphs in HWDC Shares and notifies the Lender that based on its current cash balances, it has determined in good faith not to repay the balance of the Principal Amount outstanding and accrued but unpaid interest on the Initial Maturity Date, but to extend the Maturity Date, the Maturity Date shall automatically be extended for a period of 180 days.

7.Covenants

(i)Corporate Existence. The Borrower shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence. The Borrower shall cause each of its subsidiaries to preserve and keep in full force and effect its corporate, partnership or other existence, in each case, except as would not otherwise have a material adverse effect on the business, assets, operations, condition, financial or otherwise, of the Borrower and its subsidiaries, taken as a whole.

(ii)Ranking. The Borrower shall not permit any of its subsidiaries to guarantee or otherwise be liable for, directly or indirectly, any indebtedness for borrowed money unless such subsidiary shall provide a guarantee of the obligations of the Borrower hereunder provided that the foregoing shall not apply to guarantees or liabilities incurred by any subsidiary of the Borrower in connection with or permitted under the facility agreement dated June 24, 2010 among, inter alia, the Borrower and Standard Chartered Bank, as amended from time to time (the “Senior Facility”). The Borrower shall not and shall not permit any of its subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any lien that secures obligations under any indebtedness for borrowed money (including any guarantee in respect thereof) unless the obligations of the Borrower hereunder (and the obligations of any subsidiary under any guarantee provided in connection herewith) are equally and rateably secured, provided that the foregoing shall not apply to liens securing or permitted under the Senior Facility (including any liens securing any guarantees provided in connection therewith).

(iii)Fundamental Changes. The Borrower shall not, and shall not permit any of its subsidiaries to, enter into any transaction whereby all or substantially all of the assets of the Borrower and its subsidiaries (determined on a consolidated basis) would become the property of

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any other person (whether by way of reorganization, merger, amalgamation, arrangement, consolidation, transfer, sale or otherwise).

8.Events of Default

All amounts due under this Note shall immediately become due and payable without any notice, presentation, demand, protest or other action or notice to the Borrower if any one or more of the following events of default (an “Event of Default”) has occurred and is continuing:

(i)subject to Section 6 above, the Borrower fails to make payment when due of the Principal Amount outstanding or of any accrued interest when due;

(ii)any person or group of persons acting jointly or in concert (including their affiliates) acquires more than 50% (on a fully diluted basis) of the economic or voting interests in the capital of the Borrower or acquires the right to directly or indirectly designate or nominate a majority of the board of directors of the Borrower;

(iii)any representation and warranty of the Borrower in the purchase agreement dated August 11, 2010 between the Borrower and the Lender (as amended from time to time, the “Purchase Agreement”) shall prove to have been inaccurate in any material respect when made or deemed to be made;

(iv)the Borrower shall fail to perform, observe or comply with, in any material respect, any of its covenants herein or in the Purchase Agreement;

(v)the Borrower (i) becomes insolvent or generally not able to pay its debts as they become due, (ii) admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of creditors, (iii) institutes or has instituted against it any proceeding seeking (x) to adjudicate it a bankrupt or insolvent, (y) liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors including any plan of compromise or

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arrangement or other corporate proceeding involving its creditors, or (z) the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its properties and assets, and in the case of any such proceeding or order instituted against it (but not instituted by it), either the proceeding remains undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its assets) occurs, or (iv) takes any corporate action to authorize any of the above actions.

9.Grid Notations

Other than in cases of manifest error, the undersigned agrees that the entries by the Lender on the Grid of advances and payments shall be prima facie proof of the matters so recorded. The failure to record any amount on the Grid, however, shall not limit the obligation of the undersigned to repay the principal amount of the advances under this Note together with interest accruing thereon or limit the right of the Lender to recover any amount due and payable.

10.Application of Payments

Any payments in respect of amounts due under this Note shall be applied first in satisfaction of any accrued and unpaid interest, and then to the Principal Amount outstanding.

11.Waiver by the Borrower

The Borrower waives demand, presentment for payment, notice of non-payment, notice of dishonour, notice of acceleration, and notice of protest of this Note. The Borrower also waives the benefit of any days of grace, the benefits of division and discussion and the right to assert in any action or proceeding with regard to this Note any setoffs or counterclaims which the Borrower may have against the Lender.

12.No Waiver by the Lender

Neither the extension of time for making any payment which is due and payable under this Note at any time or times, nor the failure, delay, or omission of the Lender to exercise or enforce any

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of its rights or remedies under this Note, shall constitute a waiver by the Lender of its right to enforce any such rights and remedies subsequently.  The single or partial exercise of any such right or remedy shall not preclude the Lender’s further exercise of such right or remedy or any other right or remedy.

13.Notices

Any notice or other communication that is required or permitted to be given pursuant to this Note shall be in writing and will be validly given if delivered in person (including by courier service) or transmitted by electronic delivery as follows.

if to Kinross:	Kinross Gold Corporation
	17th Floor, 25 York Street
	Toronto, Ontario
	M5J 2V5
	Attention:	Tye Burt
if to HWDC:	Harry Winston Diamond Corporation
	P.O. Box 4569, Station A
	Toronto, Ontario
	M5W 4T9
	Attention:	Robert A. Gannicott

Any such notice or other communication will be deemed to have been given and received on the day on which it was delivered or transmitted by electronic delivery (or, if such day is not a Business Day, on the next following Business Day). Any party may at any time change its address for service from time to time by giving notice to the other parties in accordance with this Section.  For the purposes of this section, “Business Day” means any day, other than a Saturday or Sunday, on which banks in Toronto, Ontario are open for commercial banking business during normal banking hours.

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14.Governing Law and Successors

This Note is made under and shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario, and shall enure to the benefit of the Lender and its successors (including any successor by reason of amalgamation) and assigns, and shall be binding on the Borrower and its successors (including any successor by reason of amalgamation) and permitted assigns.

[Signature Page Follows]

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HARRY WINSTON DIAMOND CORPORATION, as Borrower
By:
	Name:
	Title:
By:
	Name:
	Title:

Acknowledged and agreed this        day of August, 2010.

KINROSS GOLD CORPORATION, as Lender
By:
	Name:
	Title:

SCHEDULE NO. 1 TO THE TERM GRID PROMISSORY NOTE OF HARRY WINSTON DIAMOND CORPORATION TO KINROSS GOLD CORPORATION

DATED August 25, 2010

ADVANCES AND PAYMENT

TERM LOAN

DATE AMOUNT
ADVANCED AMOUNT PAID TOTAL PRINCIPAL
OUTSTANDING NOTATION
MADE BY