EX-99.2 3 a2199922zex-99_2.htm EXHIBIT 99.2
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Exhibit 99.2

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

to be held on September 15, 2010

and

MANAGEMENT INFORMATION CIRCULAR

with respect to a proposed

ARRANGEMENT

involving

RED BACK MINING INC.

and

KINROSS GOLD CORPORATION

August 16, 2010

These materials are important and require your immediate attention. They require Kinross Gold Corporation shareholders to make important decisions. If you are in doubt as to how to make such decisions, please contact your professional advisers. If you have questions, you may contact the proxy solicitation agent, Kingsdale Shareholder Services Inc., by (i) telephone, toll-free in North America at 1-866-581-1479 or at 416-867-2272 outside of North America, (ii) facsimile to (416) 867-2271 or, toll-free in North America, to 1-866-545-5580; (iii) mail to The Exchange Tower 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2; or (iv) e-mail to contactus@kingsdaleshareholder.com

August 16, 2010

Dear Kinross shareholder:

As you are aware, on August 2, 2010, Kinross Gold Corporation ("Kinross") announced that it had entered into an arrangement agreement (the "Arrangement Agreement") with Red Back Mining Inc. ("Red Back"), pursuant to which, and subject to the terms and conditions of the Arrangement Agreement, Kinross will acquire all of the issued and outstanding common shares of Red Back (other than any common shares of Red Back owned by Kinross) in accordance with a plan of arrangement of Red Back under the Canada Business Corporations Act (the "Arrangement"). Assuming the Arrangement becomes effective, each Red Back shareholder will receive 1.778 Kinross common shares plus 0.11 of a Kinross common share purchase warrant for each Red Back common share.

In connection with the Arrangement, Kinross has called the special meeting of shareholders to consider a resolution to approve the issuance of the Kinross common shares and the common share purchase warrants forming the consideration to be paid to Red Back shareholders (the "Share Issuance Resolution"). The special meeting of Kinross shareholders is being held concurrently with the meeting of Red Back shareholders, which has been called to consider the Arrangement.

AFTER CAREFUL CONSIDERATION OF THE ARRANGEMENT, THE KINROSS BOARD OF DIRECTORS HAS UNANIMOUSLY RECOMMENDED THAT SHAREHOLDERS VOTE IN FAVOUR OF THE SHARE ISSUANCE RESOLUTION.

In order to become effective, the Share Issuance Resolution must be approved by at least a majority of the votes cast by Kinross shareholders, either present in person or by proxy at the special meeting. In order to become effective, among other things, the Arrangement requires the approval of both the shareholders of Kinross and the shareholders of Red Back. The Arrangement is also subject to court approval. Assuming that all of the conditions to the Arrangement are satisfied, Kinross expects the Arrangement to become effective on or about September 17, 2010.

Kinross shareholders are requested to complete and return the enclosed form of proxy to ensure that your Kinross common shares will be represented at the special meeting, whether or not you are personally able to attend. If you have questions, you may contact the proxy solicitation agent, Kingsdale Shareholder Services Inc., by (i) telephone, toll-free in North America at 1-866-581-1479 or at 416-867-2272 outside of North America, (ii) facsimile to (416) 867-2271 or, toll-free in North America, to 1-866-545-5580; (iii) mail to The Exchange Tower 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2; or (iv) e-mail to contactus@kingsdaleshareholder.com.

The Arrangement will be a transformative transaction for Kinross and will create a major pure gold producer with an exceptional growth profile, matching Kinross' strong base of high-quality mines, growth projects and proven track record, with Red Back's early-stage operating mines and outstanding exploration and expansion potential.

Thank you for your continued support of Kinross.

Sincerely,

Tye W. Burt
President & Chief Executive Officer

KINROSS GOLD CORPORATION

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting of shareholders (the "Meeting") of Kinross Gold Corporation ("Kinross" or the "Company") will be held at the Metro Toronto Convention Centre, South Building, Rooms 713A and 713B, 222 Bremner Blvd., Toronto, Ontario, on September 15, 2010 at 10:00 a.m. (Toronto time), for the following purposes:

(a): to consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution, the full text of which is attached as Schedule A to the accompanying management information circular (the "Circular") of Kinross, approving the issuance of Kinross common shares (the "Kinross Shares") and warrants to purchase Kinross Shares (the "Warrants"), including the Kinross Shares issuable upon exercise of (i) Warrants, and (ii) Kinross options which replace outstanding options of Red Back Mining Inc. ("Red Back"), in each case, in connection with a court-approved plan of arrangement of Red Back under section 192 of the Canada Business Corporations Act, pursuant to which Red Back will become a wholly-owned subsidiary of Kinross, in accordance with the arrangement agreement dated August 2, 2010, entered into between Kinross and Red Back, all as more particularly set forth in the Circular; and
(b): to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

This Notice is accompanied by the Circular, which provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice of Meeting.

Shareholders who are unable to attend the Meeting are requested to complete, date, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

The Board of Directors of the Company has passed a resolution to fix the close of business (Toronto time) on August 11, 2010 as the record date for the determination of the registered holders of Kinross Shares that will be entitled to receive notice of the Meeting, and any adjournment or postponement of the Meeting, and that will be entitled to vote at the Meeting. Proxies to be used or acted upon at the Meeting must be deposited with the Company's transfer agent by 10:00 a.m. (Toronto time) on September 13, 2010 (or a day other than a Saturday, Sunday or holiday which is at least 48 hours before the Meeting or any adjournment of the Meeting).

DATED at Toronto, Ontario this 16^th day of August, 2010.


		By Order of the Board of Directors
		"Shelley M. Riley" Shelley M. Riley Vice-President, Administration and Corporate Secretary

KINROSS GOLD CORPORATION

SPECIAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

		Page

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS		ii
NOTICE TO SECURITYHOLDERS IN THE UNITED STATES		vi
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION		vii
INFORMATION CONCERNING RED BACK		ix
REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES		ix
CURRENCY EXCHANGE RATE INFORMATION		ix
Q & A ON THE ARRANGEMENT, VOTING RIGHTS AND SOLICITATION OF PROXIES		1
GLOSSARY OF TERMS		7
SELECTED KINROSS UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION		14
GENERAL PROXY INFORMATION		15
	Solicitation of Proxies	15
	Appointment and Revocation of Proxies	15
	Voting of Proxies and Exercise of Discretion	15
	Notice to Non-Registered (Beneficial) Shareholders	16
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES		17
BUSINESS OF THE MEETING		17
	Record Date	17
	Outstanding Shares	18
THE ARRANGEMENT		18
	General	18
	When the Arrangement Becomes Effective	18
	Plan of Arrangement	18
	Fractional Shares and Fractional Warrants	19
	Replacement Options	20
	Arrangement Consideration	20
	Stock Exchange Listings	20
	Background to the Arrangement	20
	Recommendation of the Board	23
	Reasons for the Arrangement	23
	Fairness Opinions	25
	Voting Support Agreements	27
	Regulatory Matters	29
	Approvals	30
	Dissenting Shareholder Rights	31
	Issuance and Resale of Consideration Shares and Warrants	31

iii

		Page

THE ARRANGEMENT AGREEMENT		33
	General	33
	Conditions	33
	Representations and Warranties	35
	Covenants	36
	Red Back Covenants Regarding Non-Solicitation	36
	Kinross Opportunity to Match	38
	Kinross Covenants Regarding Non-Solicitation	39
	Red Back Opportunity to Match	41
	Termination	42
	Termination and Expense Fees	43
	Directors' and Officers' Insurance	45
RISK FACTORS		46
THE COMBINED COMPANY UPON COMPLETION OF THE ARRANGEMENT		48
	Overview	48
	Organization Chart	48
	Directors and Officers of the Combined Company	48
	Description of Share Capital	49
	Selected Kinross Unaudited Pro Forma Consolidated Financial Information	49
	Post-Arrangement Shareholdings and Principal Shareholders	50
INFORMATION CONCERNING KINROSS		51
	Overview	51
	Share Capital of Kinross	52
	Price Range and Trading Volumes of Kinross Shares	52
	Warrants	52
	Prior Sales	54
	Consolidated Capitalization	57
	Kinross Documents Incorporated by Reference and Further Information	57
INFORMATION CONCERNING RED BACK		59
	Overview	59
	Tasiast Property	59
	Share Capital of Red Back	66
	Price Range and Trading Volume of Red Back Shares	66
	Prior Sales	66
	Consolidated Capitalization	69
	Red Back Documents Incorporated by Reference and Further Information	69
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS		70
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON		70
AUDITOR		70
EXPERTS OF KINROSS AND RED BACK		70
ADDITIONAL INFORMATION		71
DIRECTORS' APPROVAL		72
CONSENTS		73

		Page

SCHEDULE A SHARE ISSUANCE RESOLUTION		A-1
SCHEDULE B ARRANGEMENT AGREEMENT		B-1
SCHEDULE C UNAUDITED PRO FORMA FINANCIAL STATEMENTS		C-1
SCHEDULE D FAIRNESS OPINION OF MORGAN STANLEY CANADA LIMITED		D-1
SCHEDULE E FAIRNESS OPINION OF BMO NESBITT BURNS INC.		E-1
SCHEDULE F FAIRNESS OPINION OF GMP SECURITIES L.P.		F-1
SCHEDULE G FAIRNESS OPINION OF ROTHSCHILD INC.		G-1

NOTICE TO SECURITYHOLDERS IN THE UNITED STATES

NEITHER THE ARRANGEMENT NOR THE SECURITIES ISSUABLE IN CONNECTION WITH THE ARRANGEMENT HAVE BEEN APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY AUTHORITIES IN ANY STATE, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITIES IN ANY STATE PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The securities to be issued under the Arrangement have not been registered under the U.S. Securities Act and are being issued in reliance on the exemption from registration set forth in Section 3(a)(10) of the U.S. Securities Act on the basis of the approval of the Court which will consider, among other things, the fairness of the terms and conditions of the Arrangement to holders of Red Back Shares and Red Back Options, as described under "The Arrangement — Issuance and Resale of Consideration Shares and Warrants" in this Circular.

Kinross is a corporation existing under the laws of the Province of Ontario. The proxy solicitation rules under the U.S. Exchange Act are not applicable to Kinross or this solicitation, and, accordingly, this solicitation is not being effected in accordance with such rules. This solicitation of proxies is not subject to the requirements of Section 14(a) of the U.S. Exchange Act by virtue of an exemption applicable to proxy solicitations by foreign private issuers as defined in Rule 3b-4 under the U.S. Exchange Act. Securityholders should be aware that disclosure requirements under Canadian securities laws may be different from requirements under the U.S. Exchange Act.

Information concerning the properties and operations of Red Back and Kinross has been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws. Unless otherwise indicated, all mineral reserve and mineral resource estimates included or incorporated by reference in this Circular have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") definitions and classification system. NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.

Canadian standards, including NI 43-101, differ significantly from the requirements of the SEC, and mineral reserve and mineral resource information contained or incorporated by reference in this Circular may not be comparable to similar information disclosed by United States companies. In particular, and without limiting the generality of the foregoing, the term "resource" does not equate to the term "reserve". Under United States standards, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC's disclosure standards normally do not permit the inclusion of information concerning "measured mineral resources", "indicated mineral resources" or "inferred mineral resources" or other descriptions of the amount of mineralization in mineral deposits that do not constitute "reserves" by United States standards in documents filed with the SEC. United States investors should also understand that "inferred mineral resources" have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. It cannot be assumed that all or any part of an "inferred mineral resource" will ever be upgraded to a higher category. Under Canadian rules, estimates of "inferred mineral resources" may not form the basis of feasibility or pre-feasibility studies except in rare cases. Disclosure of "contained ounces" in a mineral resource estimate is permitted disclosure under NI 43-101 provided that the grade or quality and the quantity of each category is stated; however, the SEC normally only permits issuers to report mineralization that does not constitute "reserves" by SEC standards as in place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of "reserves" are also not the same as those of the SEC, and reserves reported in compliance with NI 43-101 may not qualify as "reserves" under SEC standards. Accordingly, information contained in this Circular and the documents incorporated by reference herein containing descriptions of mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the U.S. federal securities laws and the rules and regulations thereunder.

Financial statements included or incorporated by reference in this Circular have been prepared in accordance with Canadian generally accepted accounting principles, which differ from U.S. generally accepted accounting principles in certain material respects, and thus they may not be comparable to financial statements of U.S. companies. Shareholders should be aware that the transaction described in this Circular may have tax consequences in both the United States and Canada. Such consequences for shareholders who are resident in, or citizens of, the United States may not be described fully in this Circular.

The enforcement by shareholders of civil liabilities under U.S. securities laws may be affected adversely by the fact that Kinross is a corporation existing and governed under the laws of the Province of Ontario, and that some or all of its directors, officers and the experts named in this Circular are not residents of the United States and that all or a substantial portion of their respective assets may be located outside the United States. As a result, it may be difficult or impossible for U.S. securityholders to effect service of process within the United States upon Kinross, its respective officers and directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" law of any state within the United States. In addition, U.S. securityholders should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" laws of any state within the Unites States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" laws of any state within the United States.

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This Circular, the pro forma consolidated financial statements of Kinross and some of the material incorporated by reference into this Circular, contain certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to as "forward-looking statements"). Forward-looking statements include possible events, statements with respect to possible events, the future price of gold and silver, the estimation of mineral reserves and resources, the realization of mineral reserve and resource estimates, the timing and amount of estimated future production, costs of production, expected capital expenditures, costs and timing of the development of new deposits, success of exploration, development and mining activities, permitting time lines, currency fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, and limitations on insurance coverage. The words "plans", "expects", "is expected", "scheduled", "estimates", "forecasts", "targets", "intends", "anticipates", or "hopes", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur" and similar expressions identify forward-looking statements.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Kinross as at the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of Kinross contained or incorporated by reference in the Circular which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein and incorporated by reference as well as: (1) that Kinross will complete the Arrangement in accordance with the terms and conditions of the Arrangement Agreement; (2) the accuracy of management's assessment of the effects of the successful completion of the Arrangement; (3) the accuracy of Kinross and Red Back's mineral reserve and mineral resource estimates; (4) permitting, development, operations, expansion and construction at Paracatu (including, but not limited to, land acquisitions for and permitting and construction of the new tailings facility), being consistent with Kinross' current expectations; (5) the viability, permitting and development of the Fruta Del Norte deposit being consistent with Kinross' current expectations; (6) the viability, permitting and development of the Lobo-Marte project, including, without limitation, the metallurgy and processing of its ore, being consistent with Kinross' current expectations; (7) that production at each of the Cerro Casale, Fruta del Norte and Lobo Marte properties will commence in 2014, consistent with management's expectations; (8) that the acquisition of the Dvoinoye deposit will be completed, consistent with management's expectations; (9) that the sale of Kinross' interest in the partnership holding Harry Winston Diamond Corporation's 40% interest in the Diavik Diamond Mines joint venture will be completed, consistent with management's expectations; (10) that production at the Dvoinoye deposit will

vii

commence in 2013, consistent with management's expectations; (11) the new feasibility study to be prepared by the joint venture for Cerro Casale, incorporating updated geological, mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors, and permitting, being consistent with Kinross' current expectations; (12) the viability of the Tasiast Property and Chirano Property, and the development and expansion of the Tasiast Property and Chirano Property on a basis consistent with Kinross and Red Back's current expectations; (13) the trading price of the Kinross Shares and Red Back Shares; (14) there being no significant political developments, whether generally or in respect of the mining industry specifically, in any jurisdiction in which Kinross or Red Back now or in the future carries on business, and including the implementation of Ecuador's new mining law and related regulations and policies, which are not consistent with Kinross' current expectations; (15) there being no significant disruptions affecting Kinross' or Red Back's current or future operations, whether due to labour disruptions, supply disruptions, power disruptions, damage to equipment or otherwise; (16) that the exchange rate between the Canadian dollar, Brazilian real, Chilean peso, Russian rouble and the U.S. dollar will be approximately consistent with current levels; (17) certain price assumptions for gold and silver; (18) prices for natural gas, fuel oil, electricity and other key supplies remaining consistent with current levels; (19) production forecasts meeting expectations; (20) labour and materials costs increasing on a basis consistent with Kinross' current expectations; and (21) that the information available to Kinross in respect of Red Back is accurate and complete.

Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to, fluctuations in the currency markets; fluctuations in the spot and forward price of gold or certain other commodities (such as diesel fuel and electricity); changes in interest rates or gold or silver lease rates that could impact the mark-to-market value of outstanding derivative instruments and ongoing payments/receipts under any interest rate swaps and variable rate debt obligations; risks arising from holding derivative instruments (such as credit risk, market liquidity risk and mark-to-market risk); changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada, the United States, Chile, Brazil, Russia, Ecuador or other countries in which Kinross or Red Back does or may carry on business in the future; business opportunities that may be presented to, or pursued by, Kinross; Kinross' ability to successfully integrate acquisitions including, but not limited to, Red Back, and its business, assets and operations; operating or technical difficulties in connection with mining or development activities; employee relations; the speculative nature of gold exploration and development, including, but not limited to, the risks of obtaining necessary licenses and permits; diminishing quantities or grades of reserves; adverse changes in our credit rating; and contests over title to properties, particularly title to undeveloped properties. In addition, there are risks and hazards associated with the business of gold exploration, development and mining, including, but not limited to, environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion losses (and the risk of inadequate insurance, or inability to obtain insurance, to cover these risks). Many of these uncertainties and contingencies can affect Kinross' and Red Back's actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Kinross. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. All of the forward-looking statements made in this Circular are qualified by these cautionary statements and those made in each of Red Back's and Kinross' filings with Canadian and U.S. securities regulatory authorities expressly incorporated by reference into this Circular. These factors are not intended to represent a complete list of the factors that could affect Kinross and/or Red Back. Accordingly, undue reliance should not be placed on forward-looking statements. Kinross undertakes no obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information or future events or otherwise, except as may be required in connection with a material change in the information disclosed in this Circular or as otherwise required by applicable law.

viii

INFORMATION CONCERNING RED BACK

Except as otherwise indicated, the information concerning Red Back contained in the Circular has been taken from or is based upon Red Back's and other publicly available documents and records on file with Canadian securities regulatory authorities and other public sources. Although Kinross has no knowledge that would indicate that any statements contained herein concerning Red Back taken from or based upon such documents and records are untrue or incomplete, neither Kinross nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information, including any of Red Back's financial statements or Red Back's mineral reserve and mineral resource estimates, or for any failure by Red Back to disclose events or facts which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to Kinross. Kinross has limited means of verifying the accuracy or completeness of any of the information contained herein that is derived from Red Back's publicly available documents or records or whether there has been any failure by Red Back to disclose events that may have occurred or may affect the significance or accuracy of any information.

For further information regarding Red Back, please refer to Red Back's filings with the Canadian Securities Administrators which may be obtained through the SEDAR website at www.sedar.com.

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

Unless otherwise indicated, all references to "$" or "dollars" in the Circular refer to United States dollars and all references to "Cdn.$" in the Circular refer to Canadian dollars. Kinross' and Red Back's financial statements included herein and incorporated by reference are reported in United States dollars and are prepared in accordance with Canadian generally accepted accounting principles.

CURRENCY EXCHANGE RATE INFORMATION

The following table sets forth the high and low exchange rates for one U.S. dollar expressed in Canadian dollars for each period indicated, the average of the exchange rates for each period indicated and the exchange rate at the end of each such period, based upon the noon buying rates provided by the Bank of Canada:

			Year End December 31

	Six months ended June 30 2010		Year End December 31
	Six months ended June 30 2010		2009		2008		2007
High		1.0778		1.3000		1.2969		1.1853
Low		0.9961		1.0292		0.9719		0.9170
Rate at end of period		1.0606		1.0466		1.2246		0.9881
Average rate for period		1.0338		1.1420		1.0660		1.0748

On August 13, 2010, the exchange rate for one U.S. dollar expressed in Canadian dollars based upon the noon buying rates provided by the Bank of Canada was Cdn.$1.0402.

KINROSS GOLD CORPORATION

MANAGEMENT INFORMATION CIRCULAR

Q & A ON THE ARRANGEMENT, VOTING RIGHTS AND SOLICITATION OF PROXIES

This management information circular ("Circular") is dated August 16, 2010 and, unless otherwise stated, the information in this Circular is as of August 13, 2010.

What is this document?

This Circular is a management information circular sent to shareholders in advance of a special meeting of shareholders (the "Meeting") as set out in the Notice of Special Meeting of Shareholders (the "Notice of Meeting"). This Circular provides additional information respecting the business of the Meeting, Kinross Gold Corporation ("Kinross" or the "Company") and Red Back Mining Inc. ("Red Back"). For ease of reference, a glossary of capitalized terms used in this Circular can be found starting at page 7. References in this Circular to the Meeting include any adjournment or postponement that may occur. A form of proxy or voting instruction form accompanies this Circular.

Who is soliciting my proxy?

Proxies are being solicited in connection with this Circular by the management of the Company. Costs associated with the solicitation will be borne by the Company. The solicitation will be made primarily by mail, but proxies may also be solicited personally by regular employees of the Company to whom no additional compensation will be paid. In addition, the Company has retained the services of Kingsdale Shareholder Services Inc. to solicit proxies for the Company for a fee of approximately Cdn.$250,000 plus disbursements and other expenses.

Who is eligible to vote?

Holders of common shares of the Company ("Kinross Shares") at the close of business (Toronto time) on August 11, 2010 (the "Record Date") and their duly appointed representatives are eligible to vote.

What is the Arrangement?

The Arrangement is a business combination between Kinross and Red Back, pursuant to which each Red Back Shareholder will receive, in consideration for each of their Red Back Shares, 1.778 Kinross Shares plus 0.11 of a Warrant at an exercise price of $21.30 per Kinross Share. The Arrangement is being carried out pursuant to the terms of the Arrangement Agreement and will be conducted in accordance with a court-approved Plan of Arrangement under the CBCA. As a result of the Arrangement, Red Back will become a wholly-owned subsidiary of Kinross.

Why is Kinross proposing to acquire Red Back?

Kinross is proposing to acquire Red Back because Kinross believes that the Arrangement represents an opportunity to create a major pure gold producer with an exceptional growth profile, matching Kinross' strong base of high-quality mines, growth projects and proven track record, with Red Back's early-stage operating mines and outstanding exploration and expansion potential. In addition, the Arrangement provides Kinross with

a strong position in West Africa, one of the world's fastest-growing and most prospective gold regions, as well as a management team experienced in the region.

Why is the Meeting being held?

The Meeting is being held in order to approve the issuance of Kinross Shares and Warrants in connection with the Arrangement. Pursuant to the Arrangement, Red Back Shareholders will receive approximately 425 million Kinross Shares (on a fully diluted basis). In addition, approximately 26 million Kinross Shares would be issuable in the event that all of the Warrants are exercised prior to the expiry date of the Warrants. Pursuant to the listing rules of both the TSX and the NYSE, a listed company is generally required to obtain shareholder approval in connection with an acquisition transaction where the number of securities issued or issuable in payment of the purchase price for the acquisition exceeds 25% (in the case of the TSX) and 20% (in the case of the NYSE) of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction. In order for the acquisition of Red Back to be completed, the Share Issuance Resolution must be approved by a simple majority (50% plus one vote) of votes cast at the Meeting by Shareholders, present in person or by proxy.

Following the successful completion of the Arrangement, Shareholders will hold approximately 63% of the Kinross Shares issued and outstanding, while Red Back Shareholders will hold approximately 37% of the Kinross Shares issued and outstanding (on both a non-diluted and fully diluted basis).

What approvals are required for the Share Issuance Resolution?

In order to become effective, the Share Issuance Resolution must be approved by a simple majority (50% plus one vote) of the votes cast at the Meeting by Shareholders, present in person or by proxy.

When does Kinross expect the Arrangement to be effective?

Kinross expects to complete the Arrangement in September, 2010. As the Arrangement is conditional upon the receipt of a number of regulatory, court and shareholder approvals, the exact timing of completion of the Arrangement cannot be predicted.

What does Kinross' board of directors think of the Arrangement?

After careful consideration of the Arrangement, the Board has UNANIMOUSLY RECOMMENDED that Shareholders VOTE IN FAVOUR of the Share Issuance Resolution.

Has Kinross received a fairness opinion in connection with the Arrangement?

In connection with the Arrangement, the Board received a written opinion from each of Morgan Stanley, BMO, GMP and Rothschild, to the effect that, as of August 2, 2010 and based upon and subject to the various assumptions, explanations, qualifications and limitations set forth in their respective opinions, the Consideration to be paid by Kinross pursuant to the Arrangement is fair, from a financial point of view, to Kinross. The full text of the opinions can be found at Schedules D, E, F and G to this Circular, respectively. Morgan Stanley was engaged by Kinross solely to provide a financial opinion to the Board, and will not be paid a fee that is contingent on the outcome of the Arrangement. See the section of the Circular entitled "The Arrangement — Fairness Opinions".

What other conditions must be satisfied to complete the Arrangement?

The Arrangement is conditional upon the receipt of, among other things, the approval of the Share Issuance Resolution by a simple majority (50% plus one vote) of votes cast at the Meeting by Shareholders, present in person or by proxy, the approval of the Arrangement Resolution by at least two-thirds of the votes cast by Red Back Shareholders at the Red Back Meeting, Competition Act Approval and the Final Order from the Court. See the sections of the Circular entitled "The Arrangement Agreement — Conditions", "The Arrangement — Approvals" and "The Arrangement — Regulatory Matters".

Am I entitled to dissent rights?

No. Kinross Shareholders are not entitled to dissent rights in connection with the actions to be taken at the Meeting.

How many Kinross Shares could be issued pursuant to the Arrangement?

How does Kinross intend to pay for the Arrangement?

Kinross has agreed to pay 1.778 Kinross Shares plus 0.11 of a Warrant for each Red Back Share. Each whole Warrant is exercisable for a period of four years following the completion of the Arrangement at an exercise price of $21.30 per Kinross Share. The issuance of the Consideration Shares to Red Back Shareholders requires Kinross Shareholder Approval.

Red Back Shareholders will not be entitled to fractional Kinross Shares or fractional Warrants in connection with the Arrangement. Where the consideration owing to such a Red Back Shareholder would otherwise result in a fractional Kinross Share being issued, the Red Back Shareholder will receive a cash payment in lieu of the fractional share amount. Where the consideration owing to a Red Back Shareholder would otherwise result in a fractional Warrant being issued, the number of Warrants to be received by such Red Back Shareholder will be rounded to the nearest whole Warrant. See the sections of the Circular entitled "The Arrangement — Fractional Shares and Fractional Warrants" and "The Arrangement — Arrangement Consideration".

How will the Arrangement affect my ownership and voting rights as a Shareholder of Kinross?

As noted above, Kinross expects to issue approximately 425 million Kinross Shares (on a fully diluted basis) in connection with the Arrangement, which would result in there being a total of approximately 1.1 billion Kinross Shares issued and outstanding (based on the number of Kinross Shares outstanding as at August 2, 2010) immediately following the completion of the Arrangement, with Shareholders holding in the aggregate approximately 63% of the Kinross Shares following completion of the Arrangement and Red Back Shareholders holding approximately 37% of the Kinross Shares (on both a non-diluted and fully diluted basis). As a result of this issuance, the Shareholders' ownership and voting interests in the combined company will be diluted, relative to their current proportional ownership and voting interest in Kinross.

Are there risks I should consider in connection with the Arrangement?

Yes. A number of risk factors that you should consider in connection with the Arrangement are described in the section of this Circular entitled "Risk Factors".

How do I vote?

If you are a registered Shareholder, you may vote your Kinross Shares in person at the Meeting or you may sign the enclosed form of proxy appointing the persons named in the proxy or some other person you choose, who need not be a Shareholder, to represent you as a proxyholder and vote your shares at the Meeting.

If your Kinross Shares are held in an account with a bank, trust company, securities broker, trustee or other nominee, please refer to the answer to the question "How do I vote if my Kinross Shares are held in the name of a nominee (a bank, trust company, securities broker, trustee or other)?"

How do I vote my Kinross Shares in person?

If you are a registered Shareholder and plan to attend the Meeting on September 15, 2010, and wish to vote your Kinross Shares in person, do not complete the enclosed form of proxy, as your vote will be taken and counted at the Meeting. Please register with the Company's transfer agent and registrar, Computershare Investor Services Inc. (the "Transfer Agent"), upon arrival at the Meeting. If your Kinross Shares are held in an account with a nominee, please see the answer to the question "How do I vote if my Kinross Shares are held in the name of a nominee (a bank, trust company, securities broker, trustee or other)?"

How do I know if I am a "registered" Shareholder or a "beneficial" Shareholder?

A holder of Kinross Shares may own such shares in one or both of the following ways:

1.: If a Shareholder is in possession of a physical share certificate, such Shareholder is a "registered Shareholder" and his or her name and address are known to Kinross through the Transfer Agent.
2.: If a Shareholder owns Kinross Shares through a bank, broker or other nominee, such Shareholder is a "beneficial Shareholder" and he or she will not have a physical share certificate. Such Shareholder will have an account statement from his or her bank or broker as evidence of his or her Kinross Share ownership.

A registered Shareholder may vote a proxy in his or her own name at any time by telephone, internet or by mail, in accordance with the instructions appearing on the enclosed form of proxy and/or a registered Shareholder may attend the Meeting and cast a ballot. Because a registered Shareholder is known to Kinross and its Transfer Agent, his or her account can be confirmed and his or her vote recorded or changed if such registered Shareholder has previously voted. This procedure prevents a Shareholder from voting his or her Kinross Shares more than once. Only the registered Shareholder's latest voting instructions received by the Company prior to the deadline for the deposit of proxies will be valid.

Most Shareholders are "beneficial owners" who are non-registered Shareholders. Their Kinross Shares are registered in the name of an intermediary, such as a bank, trust company, securities broker, trustee, custodian or other nominee who holds the shares on their behalf, or in the name of a clearing agency in which the intermediary is a participant (such as CDS Clearing and Depository Services Inc.). Intermediaries have obligations to forward Meeting materials to the non-registered holders, unless otherwise instructed by the holder (and as required by regulation in some cases, despite such instructions).

What constitutes a quorum at the Meeting?

A quorum for the Meeting shall be a person or persons present and holding or representing by proxy not less than 5% of the total number of issued and outstanding Kinross Shares having voting rights at the Meeting. No business shall be transacted at the Meeting unless the requisite quorum is present at the commencement of the Meeting. If a quorum is present at the commencement of the Meeting, a quorum shall be deemed to be present during the remainder of the Meeting.

What happens if I sign the enclosed form of proxy?

Signing the enclosed form of proxy gives authority to John E. Oliver or Shelley M. Riley (the "Named Proxyholders") to vote your Kinross Shares at the Meeting in accordance with your instructions. A Shareholder who wishes to appoint another person (who need not be a Shareholder) to represent the Shareholder at the Meeting may either insert the person's name in the blank space provided in the form of proxy or complete another proper form of proxy.

What do I do with my completed form of proxy?

The completed proxy must be deposited at the office indicated on the enclosed envelope no later than 10:00 a.m. (Toronto time) on September 13, 2010, or on a day (excluding Saturdays, Sundays and holidays) which is at least 48 hours before the time of the Meeting or any adjourned Meeting.

If I change my mind, can I take back my proxy once I have given it?

A Shareholder who has voted by proxy may revoke it any time prior to its use. To revoke a proxy, a registered Shareholder may deliver a written notice to the registered office of the Company at 25 York Street, Suite 1700, Toronto, Ontario, M5J 2V5, Fax (416) 363-6622; Attention: Corporate Secretary, or at the offices of Computershare Investor Services Inc., 100 University Avenue, 11^th floor, Toronto, Ontario, M5J 2Y1 at any time up to 10:00 a.m. (Toronto time) on the last business day before the Meeting or any adjournment or postponement of the Meeting. A proxy may also be revoked on the day of the Meeting or any adjournment of the Meeting by a registered Shareholder by delivering written notice to the chair of the Meeting. In addition, the proxy may be revoked by any other method permitted by applicable law. The written notice of revocation may be executed by the Shareholder or by an attorney who has the Shareholder's written authorization. If the Shareholder is a corporation, the written notice must be executed by its duly authorized officer or attorney.

How will my Kinross Shares be voted if I give my proxy?

If you appoint the Named Proxyholders as your proxyholders, the Kinross Shares represented by the form of proxy will be voted or withheld from voting, in accordance with your instructions as indicated on the form, on any ballot that may be called for. In the absence of instructions from you, such Kinross Shares will be voted FOR the Share Issuance Resolution.

What if amendments are made to these matters or other business is brought before the Meeting?

The accompanying form of proxy confers discretionary authority on the Named Proxyholders with respect to any amendments or variations to the matters identified in the Notice of Meeting or other matters that may properly come before the Meeting and the named proxies in your properly executed proxy will vote on such matters in accordance with their judgment. At the date of this Circular, management of Kinross is not aware of any such amendments, variations or other matters which are to be presented for action at the Meeting.

How many Kinross Shares are entitled to vote?

As of August 11, 2010, the Record Date for the Meeting, there were 703,889,502 Kinross Shares outstanding, each Kinross Share carrying the right to one vote per Kinross Share.

Who are the principal Shareholders of the Company?

To the knowledge of the Directors and executive officers of the Company, other than BlackRock Inc. (on behalf of its investment advisory subsidiaries) which is the holder of 100,790,555 Kinross Shares (representing 14.32% of the issued and outstanding Kinross Shares as at June 30, 2010), as of the date of this Circular, there is no person or company that beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of the Company carrying 10% or more of the voting rights attached to any class of voting securities of the Company. See the Section of the Circular entitled, "Voting Securities and Principal Holders of Voting Securities".

How do I vote if my Kinross Shares are held in the name of a nominee (a bank, trust company, securities broker, trustee or other)?

Only registered Shareholders of Kinross Shares, or the persons they appoint as proxies, are permitted to attend and vote at the Meeting. If your Kinross Shares are held in an account with a bank, trust company, securities broker, trustee or other financial institution, they will not be registered in your name and instead will be registered in the name of a nominee. As required by Canadian securities legislation, you will have received from your nominee either a request for voting instructions or a form of proxy for the number of Kinross Shares you hold unless you have instructed the nominee otherwise. The purpose of this procedure is to permit beneficial Shareholders to direct the voting of the Kinross Shares they beneficially own. Each nominee has its own signing and return instructions, which you should carefully follow to ensure your Kinross shares will be voted. If you are a beneficial Shareholder and wish to:

•: vote in person at the Meeting; or

•: change voting instructions given to your nominee; or
•: revoke voting instructions given to your nominee and vote in person at the Meeting,

follow the instructions given by your nominee or contact your nominee to discuss what procedure to follow.

What if I have other questions?

If you have questions, you may contact the proxy solicitation agent, Kingsdale Shareholder Services Inc., by (i) telephone, toll-free in North America at 1-866-581-1479 or at 416-867-2272 outside of North America, (ii) facsimile to (416) 867-2271 or, toll-free in North America, to 1-866-545-5580; (iii) mail to The Exchange Tower 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2; or (iv) e-mail to contactus@kingsdaleshareholder.com.

GLOSSARY OF TERMS

"Acquisition Proposal" means, other than the transactions contemplated by the Arrangement Agreement and other than any transaction involving only a party to the Arrangement Agreement and/or one or more of its wholly-owned subsidiaries, any offer, proposal or inquiry from any person or group of persons, whether or not in writing and whether or not delivered to the shareholders of a party to the Arrangement Agreement, after the date of the Arrangement Agreement relating to: (a) any acquisition or purchase, direct or indirect, of: (i) the assets of that party and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of that party and its subsidiaries, taken as a whole, or which contribute 20% or more of the consolidated revenue of a party and its subsidiaries, taken as a whole, or (ii) 20% or more of any voting or equity securities of that party or any one or more of its subsidiaries that, individually or in the aggregate, contribute 20% or more of the consolidated revenues or constitute 20% or more of the consolidated assets of that party and its subsidiaries, taken as a whole; (b) any take-over bid, tender offer or exchange offer that, if consummated, would result in such person or group of persons beneficially owning 20% or more of any class of voting or equity securities of that party; or (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving that party and/or any of its subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or revenues, as applicable, of that party and its subsidiaries, taken as a whole;

"Arrangement" means the arrangement of Red Back under Section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order (provided that any such amendment or variation is acceptable to both Red Back and Kinross, each acting reasonably);

"Arrangement Agreement" means the arrangement agreement dated August 2, 2010 between Red Back and Kinross, as the same may be amended, supplemented or otherwise modified in accordance with the terms therein, a copy of which is attached as Schedule B to the Circular;

"Arrangement Resolution" means the special resolution of the Red Back Shareholders approving the Plan of Arrangement that is to be considered at the Red Back Meeting;

"Articles of Arrangement" means the articles of arrangement of Red Back to be filed with the director appointed pursuant to Section 260 of the CBCA in compliance with the CBCA after the Final Order is made, which shall be in form and content satisfactory to Red Back and Kinross, each acting reasonably;

"Authorization" means any authorization, order, permit, approval, grant, licence, registration, consent, clearance, right, notification, condition, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision, decree, bylaw, rule or regulation, whether or not having the force of law, and includes any environmental permit;

"beneficial Shareholder" or "beneficial owner" means a non-registered Shareholder or, more specifically, a Shareholder that holds its/his/her Kinross Shares through an intermediary such as a bank, broker or other nominee;

"BMO" means BMO Nesbitt Burns Inc., the lead financial advisor to Kinross in respect of the Arrangement;

"BMO Fairness Opinion" means the written fairness opinion of BMO dated August 2, 2010, delivered to the Board in connection with the Arrangement, the full text of which is set out as Schedule E to the Circular;

"Board" means, the board of directors of Kinross as the same is constituted from time to time;

"CBCA" means the Canada Business Corporations Act and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

"Certificate of Arrangement" means the certificate of arrangement to be issued by the director appointed pursuant to Section 260 of the CBCA pursuant to Section 192(7) of the CBCA in respect of the Articles of Arrangement;

"Circular" means this management information circular dated August 16, 2010;

"CIM" has the meaning given to that term in the section of the Circular entitled "Notice to Securityholders in the United States";

"Change of Control Proposal" means any offer, proposal or inquiry from any person or group of persons, whether or not in writing and whether or not delivered to the shareholders of a party to the Arrangement Agreement, after the date of the Arrangement Agreement relating to: (a) any acquisition or purchase, direct or indirect, of: (i) the assets of a party and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 50% or more of the consolidated assets of a party or which contribute 50% or more of the consolidated revenue of a party or (ii) 50% or more of any voting or equity securities of a party or any one or more of its subsidiaries that, individually or in the aggregate, contribute 50% or more of the consolidated revenues or constitute 50% or more of the consolidated assets of a party; (b) any take-over bid, tender offer or exchange offer that, if consummated, would result in such person or group of persons beneficially owning 50% or more of any class of voting or equity securities of a party; or (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party and/or any of its subsidiaries whose assets or revenues, individually or in the aggregate, constitute 50% or more of the consolidated assets or revenues, as applicable, of a party;

"Chirano Property" means Red Back's Chirano Gold Mine in the Republic of Ghana, which is owned by Chirano Gold Mines Limited, a subsidiary of Red Back;

"Commissioner" means the Commissioner of Competition appointed under the Competition Act;

"Company" or "Kinross" means Kinross Gold Corporation, and its subsidiaries;

"Competition Act" means the Competition Act (Canada), as amended from time to time;

"Competition Act Approval" means that the Commissioner: (a) shall have issued an advance ruling certificate, or (b) the applicable waiting period under section 123 of the Competition Act shall have expired or been terminated by the Commissioner, or the obligation to submit a notification shall have been waived under paragraph 113(c) of the Competition Act, and the Commissioner shall have issued a No-Action Letter;

"Consideration" means the consideration to be received by the Red Back Shareholders pursuant to the Plan of Arrangement as consideration for their Red Back Shares, consisting of 1.778 Kinross Shares and 0.11 of a Warrant per Red Back Share;

"Consideration Shares" means the Kinross Shares to be issued to Red Back Shareholders pursuant to the Arrangement;

"Current Market Price of the Kinross Shares" means at any date, the weighted average price per Kinross Share at which the Kinross Shares have traded on the TSX (or if the Kinross Shares are not listed on the TSX, then on the stock exchange on which the greatest volume of Kinross Shares were traded during the period referenced below, or if the Kinross Shares are not so listed on any stock exchange, then on the over-the-counter market on which the Kinross Shares are traded as selected by the Board for such purpose) during the 20 most recent trading days immediately preceding such date;

"Court" means the Supreme Court of British Columbia;

"Depositary" means Computershare Investor Services Inc.;

"Director" means a member of the Board of Kinross;

"Dividends Paid in the Ordinary Course" means dividends or other distributions by Kinross to Shareholders in any fiscal year of Kinross, whether regular, special or extraordinary, and whether in (i) cash, (ii) shares of Kinross, (iii) rights, options or warrants to acquire any shares of Kinross or property or other assets of Kinross (other than rights, options or warrants referred to in paragraphs (c) and (d) in the section of the Circular entitled, "Information Concerning Kinross — Warrants — Anti-Dilution Adjustment Provisions") at a purchase or exercise price of at least 100% of the fair market value of the shares or property or assets purchasable as of the date of distribution of such rights, options or warrants, or (iv) property or other assets of Kinross or any of its subsidiaries; provided that the amount or value of such dividends or other distributions (any such shares, rights,

options or warrants or property or other assets so distributed to be valued at the fair market value of such shares, rights, options or warrants or property or other assets, as the case may be, as determined by the Board) in the aggregate does not in such fiscal year exceed the greater of (x) 200% of the aggregate amount or value of dividends and other distributions paid by Kinross on the Kinross Shares in the 12-month period ending immediately prior to the first day of such fiscal year; and (y) 100% of the consolidated net earnings from continuing operations of Kinross, before any extraordinary items or charges but after dividends payable on all shares ranking prior to or on a parity with the Kinross Shares with respect to the payment of dividends, for the 12-month period ending immediately prior to the first day of such fiscal year (such consolidated net earnings from continuing operations to be computed in accordance with Canadian generally accepted accounting principles);

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement;

"Effective Time" has the meaning given to that term in the Plan of Arrangement;

"Exercise Price" has the meaning given to that term in the section of the Circular entitled, "Information Concerning Kinross — Warrants";

"Final Order" means the final order of the Court pursuant to Section 192 of the CBCA, in a form acceptable to Red Back and Kinross, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both Red Back and Kinross, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both Red Back and Kinross, each acting reasonably) on appeal;

"Foreign Antitrust Filing" means a filing that must be made by either Kinross or Red Back (or both parties) to a Governmental Entity under any applicable antitrust, competition or similar law applicable to the transactions contemplated by the Arrangement Agreement;

"Foreign Antitrust Clearance" means any applicable approval or clearance shall have been received from a Governmental Entity and/or any applicable waiting period shall have expired or been terminated or waived by a Governmental Entity in relation to any Foreign Antitrust Filing identified in writing to Kinross by Red Back in Section 5.2 of the Arrangement Agreement and which Foreign Antitrust Filing Kinross, acting reasonably, has agreed is required to be made to consummate the transactions contemplated by the Arrangement Agreement;

"Governmental Entity" means: (a) any multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, agency or entity, domestic or foreign; (b) any stock exchange, including the TSX or the NYSE; (c) any subdivision, agent, commission, board or authority of any of the foregoing; or (d) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

"GMP" means GMP Securities L.P., a financial advisor to Kinross in respect of the Arrangement;

"GMP Fairness Opinion" means the written fairness opinion of GMP dated August 2, 2010, delivered to the Board in connection with the Arrangement, the full text of which is set out as Schedule F to the Circular;

"Interim Order" means the interim order of the Court contemplated by the Arrangement Agreement and made pursuant to Section 192(3) of the CBCA, in a form acceptable to Red Back and Kinross, each acting reasonably, providing for, among other things, the calling and holding of the Red Back Meeting, as the same may be amended by the Court with the consent of Red Back and Kinross, each acting reasonably;

"Key Third Party Consent" means the consent required to be obtained by Kinross from its lenders under the third amended and restated credit agreement, dated as of November 2, 2009, in connection with the Arrangement;

"Key Voting Agreements" means the Voting Agreements with Lukas Lundin, Rick Clark and Simon Jackson;

"Kingsdale" means Kingsdale Shareholder Services Inc., Kinross' proxy solicitation agent;

"Kinross Change in Recommendation" has the meaning given to that term in the section of the Circular entitled, "The Arrangement Agreement — Termination";

"Kinross Confidentiality Agreement" means the confidentiality agreement between Kinross and Red Back dated April 18, 2010, pursuant to which Kinross has provided confidential information about its business to Red Back;

"Kinross Expense Fee" means Cdn.$15 million;

"Kinross Material Adverse Effect" means any one or more changes, effects, events, occurrences or states of fact, either individually or in the aggregate, that is, or would reasonably be expected to be, material and adverse to the assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of Kinross and its subsidiaries taken as a whole, other than changes, effects, events, occurrences or states of fact resulting from: (a) a change in the market price of the Kinross Shares following and reasonably attributable to the public announcement of the execution of the Arrangement Agreement and the transactions contemplated thereby; (b) any changes affecting the global gold mining industry generally; (c) any change in the market price of gold; or (d) general economic, financial, currency exchange, securities or commodity market conditions in Canada or the United States; provided, however, that with respect to clauses (b), (c) and (d), such changes do not relate primarily to Kinross and its subsidiaries, taken as a whole, or does not have a disproportionate effect on Kinross and its subsidiaries, taken as a whole, compared to other companies of similar size operating in the gold mining industry; and references in the Arrangement Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes of determining whether a "Kinross Material Adverse Effect" has occurred;

"Kinross Shareholder Approval" means the approval by the Kinross Shareholders by ordinary resolution of the issuance of the Consideration Shares, Warrants, Warrant Shares and Option Shares at the Kinross Meeting, in accordance with the policies of the TSX and NYSE;

"Kinross Shares" means common shares in the capital of the Company;

"Kinross Termination Fee" means Cdn.$250 million;

"Kinross Termination Fee Event" has the meaning given to that term in the section of the Circular entitled, "The Arrangement Agreement — Termination and Expense Fees";

"Kinross Warrant Agreement" has the meaning given to that term in the section of the Circular entitled, "Information Concerning Kinross — Warrants";

"Kinross Warrant Certificates" has the meaning given to that term in the section of the Circular entitled, "Information Concerning Kinross — Warrants";

"Locked-up Shareholders" means Lukas Lundin, Rick Clark, Simon Jackson, Michael Hunt, Brian Edgar, Robert Chase, George Brack, Alessandro Bitelli, Kevin Ross, Hugh Stuart and certain Red Back Shareholders, who together hold 9,587,844 Red Back Shares and 4,755,000 Red Back Options;

"Meeting" means the special meeting of shareholders of the Company to be held on September 15, 2010 at 10:00 a.m. Toronto time at the Metro Toronto Convention Centre, South Building, Rooms 713A and 713B, 222 Bremner Blvd., Toronto, Ontario;

"Morgan Stanley" means Morgan Stanley Canada Limited;

"Morgan Stanley Fairness Opinion" means the written opinion of Morgan Stanley dated August 2, 2010, delivered to the Board in connection with the Arrangement; the full text of such opinion is set out as Schedule D to the Circular;

"Named Proxyholders" means John E. Oliver or Shelley M. Riley;

"No-Action Letter" means a letter from the Commissioner advising either Kinross or Red Back (directly or through either party's counsel) in writing that she does not have grounds at that time on which to initiate

proceedings before the Competition Tribunal under section 92 of the Competition Act for an order in respect of the transactions contemplated by the Arrangement Agreement;

"Notice of Meeting" means the Notice of Special Meeting of Shareholders accompanying this Circular;

"NYSE" means the New York Stock Exchange;

"OBCA" means Business Corporations Act (Ontario) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

"Option Exchange Ratio" means 1.778, plus an amount equal to the portion of a Kinross Share that, at the Effective Time, has a fair market value equal to 0.11 of a Warrant. For this purpose, the fair market value of a Warrant will be determined by Kinross and Red Back acting reasonably, using "Black-Scholes" or a similar analysis;

"Option Shares" means the Kinross Shares issuable on exercise of Replacement Options;

"Outside Date" means December 31, 2010, or such later date as may be agreed to in writing by Kinross and Red Back;

"Plan of Arrangement" means the plan of arrangement of Red Back, substantially in the form of Schedule A to the Arrangement Agreement, and any amendments or variations thereto made in accordance with the Plan of Arrangement or upon the direction of the Court in the Final Order with the consent of Red Back and Kinross, each acting reasonably;

"Proposed Agreement" means any agreement entered into by either Kinross or Red Back as contemplated by Section 7.1 and Section 7.2 of the Arrangement Agreement;

"Record Date" means the close of business (Toronto time) on August 11, 2010;

"Red Back 2007 Stock Option Plan" means the stock option plan of Red Back, approved by the Red Back Board on May 17, 2007 and by the Red Back Shareholders on June 27, 2007;

"Red Back 2009 Stock Option Plan" means the stock option plan of Red Back approved by the Red Back Board on December 22, 2009 and by the Red Back Shareholders on May 10, 2010;

"Red Back Board" means the board of directors of Red Back as the same is constituted from time to time;

"Red Back Change in Recommendation" has the meaning given to that term in the section of the Circular entitled "The Arrangement Agreement — Termination";

"Red Back Circular" means the notice of the Red Back Meeting and accompanying management information circular, dated August 16, 2010, including all schedules, appendices and exhibits thereto and enclosures therewith, to be sent to the Red Back Shareholders in connection with the Red Back Meeting, as amended, supplemented or otherwise modified from time to time;

"Red Back Confidentiality Agreement" means the confidentiality agreement between Kinross and Red Back dated January 26, 2010, as amended May 4, 2010, pursuant to which Red Back has provided confidential information about its business to Kinross;

"Red Back Disclosure Letter" means the disclosure letter executed by Red Back and delivered to Kinross prior to the execution of the Arrangement Agreement;

"Red Back DSU" means a deferred share unit issued under the Red Back DSU Plan;

"Red Back DSU Plan" means the deferred share unit plan adopted by the Red Back Board on October 16, 2009;

"Red Back Expense Fee" means Cdn.$15 million;

taken as a whole, or (y) the continued ownership, development and operation of either of the Chirano Property or the Tasiast Property, in each case other than changes, effects, events, occurrences or states of fact resulting from: (a) a change in the market price of the Red Back Shares following and reasonably attributable to the public announcement of the execution of the Arrangement Agreement and the transactions contemplated thereby, (b) any changes affecting the global gold mining industry generally; (c) any change in the market price of gold; (d) general economic, financial, currency exchange, securities or commodity market conditions in Canada or the United States; (e) any failure by Red Back to meet guidance announced by Red Back with respect to Red Back's 2010 second quarter results (it being agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of Red Back Material Adverse Effect may be taken into account in determining whether a Red Back Material Adverse Effect has occurred); or (f) any action taken upon Kinross' request; provided, however, that with respect to clauses (b), (c) and (d), such changes do not relate primarily to Red Back and its subsidiaries, taken as a whole, or does not have a disproportionate effect on Red Back and its subsidiaries, taken as a whole, compared to other companies of similar size operating in the gold mining industry and references in the Arrangement Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes of determining whether a "Red Back Material Adverse Effect" has occurred;

"Red Back Meeting" means the special meeting of Red Back Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution;

"Red Back Options" means the outstanding options to purchase Red Back Shares granted under the Red Back 2007 Stock Option Plan or the Red Back 2009 Stock Option Plan;

"Red Back SAR" means a cash-settled share appreciation right issued under the Red Back SAR Plan;

"Red Back SAR Plan" means the share appreciation rights plan adopted by the Red Back Board on October 16, 2009;

"Red Back Shareholders" means the holders of Red Back Shares;

"Red Back Shareholder Approval" means approval by the Red Back Shareholders at the Red Back Meeting of the Arrangement Resolution;

"Red Back Shares" means the common shares in the capital of Red Back;

"Red Back Termination Fee" means an amount equal to Cdn.$217 million;

"Red Back Termination Fee Event" has the meaning given to that term in the section of the Circular entitled "The Arrangement Agreement — Termination and Expense Fees";

"Regulatory Approvals" means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the waiver or lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities, including Competition Act Approval and, if applicable, any Foreign Antitrust Clearance;

"registered Shareholder" means a Shareholder of the Company in possession of a physical Kinross Share certificate as recorded with the Transfer Agent;

"Replacement Option" has the meaning given to that term in the section of the Circular entitled "The Arrangement — Replacement Options";

"Rothschild" means Rothschild Inc., a financial advisor to Kinross in respect of the Arrangement;

"Rothschild Fairness Opinion" means the written fairness opinion of Rothschild dated August 2, 2010, delivered to the Board in connection with the Arrangement, the full text of which is set out as Schedule G to the Circular;

"SEC" means the United States Securities and Exchange Commission;

"Share Issuance Resolution" means the ordinary resolution approving the issuance of the Consideration Shares, Warrants, Warrant Shares and Option Shares as more particularly set forth as Schedule A to the Circular;

"Shareholder" means a holder of Kinross Shares;

"Superior Proposal" means an unsolicited bona fide Acquisition Proposal made by a third party to a party or its shareholders in writing after the date of the Arrangement Agreement: (i) to purchase or otherwise acquire, directly or indirectly, by means of a merger, take-over bid, amalgamation, plan of arrangement, business combination, consolidation, recapitalization, liquidation, winding-up or similar transaction, all of the Red Back Shares or all of the Kinross Shares and offering or making available the same consideration in form and amount per share to all shareholders of the party to be purchased or otherwise acquired; (ii) that is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal; (iii) is not subject to any financing condition and in respect of which any required financing to complete such Acquisition Proposal has been demonstrated to be available to the satisfaction of the board of directors of such party, acting in good faith (after receipt of advice from its financial advisors and outside legal counsel); (iv) which is not subject to a due diligence and/or access condition; (v) that did not result from a breach of Section 7.1 of the Arrangement Agreement or Section 7.2 of the Arrangement Agreement, as the case may be, by the receiving party or its representatives; (vi) is made available to all Red Back or Kinross Shareholders, as the case may be, on the same terms and conditions; (vii) in respect of which the board of directors of such party determines in good faith (after receipt of advice from its outside legal counsel with respect to (x) below and financial advisors with respect to (y) below) that (x) failure to recommend such Acquisition Proposal to its shareholders would be inconsistent with its fiduciary duties and (y) which would, taking into account all of the terms and conditions of such Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to its shareholders from a financial point of view than the Arrangement (including any adjustment to the terms and conditions of the Arrangement proposed by the other party pursuant to Subsection 7.1(f) of the Arrangement Agreement or Subsection 7.2(f) of the Arrangement Agreement, as the case may be);

"Tasiast Property" means Red Back's Tasiast Gold Mine in the Islamic Republic of Mauritania, which is owned by Tasiast Mauritanie Limited S.A., a subsidiary of Red Back;

"Tax Act" means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

"Transfer Agent" means the transfer agent and registrar of the Company, Computershare Investor Services Inc.;

"TSX" means the Toronto Stock Exchange;

"United States" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder;

"U.S. Person" has the meaning ascribed to it in Rule 902 of Regulation S of the U.S. Securities Act;

"U.S. Securities Act" means the United States Securities Act of 1933 as amended and the rules and regulations promulgated thereunder;

"Voting Support Agreements" means the voting support agreements (including all amendments thereto) between Kinross and each of the Locked-up Shareholders, setting forth the terms and conditions upon which they have agreed, among other things, to vote their Red Back Shares in favour of the Arrangement Resolution;

"Warrant" means a warrant to acquire a Kinross Share, having an expiry date that is four years following the Effective Date and an exercise price of $21.30 per Kinross Share, provided that: (i) the Warrants may not be exercised by any holder during the 40-day period following the Effective Date; and (ii) the Warrants may not be exercised at any time by any holder who is in the United States (within the meaning of Regulation S under the U.S. Securities Act) or who is a U.S. Person;

"Warrant Agent" has the meaning given to that term in the section of the Circular entitled, "Information Concerning Kinross — Warrants"; and

"Warrant Shares" means the Kinross Shares issuable on exercise of the Warrants.

SELECTED KINROSS UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The selected unaudited pro forma consolidated financial information set forth below should be read in conjunction with Kinross' unaudited pro forma consolidated financial statements and the accompanying notes thereto attached as Schedule C to the Circular. The pro forma consolidated balance sheet has been prepared from the unaudited consolidated balance sheet of Kinross as at June 30, 2010 and gives pro forma effect to the successful completion of the Arrangement as if the transactions occurred on June 30, 2010. The pro forma consolidated statement of operations for the year ended December 31, 2009 and the six month period ended June 30, 2010 have been prepared, respectively, from the audited statements of operations of Kinross for the year ended December 31, 2009 and the unaudited interim consolidated statement of operations of Kinross for the six month period ended June 30, 2010 and gives pro forma effect to the successful completion of the Arrangement as if the transactions occurred on January 1, 2009.

The summary unaudited pro forma consolidated financial information is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Actual amounts recorded upon consummation of the Arrangement will differ from the pro forma information presented below. No attempt has been made to calculate or estimate potential synergies between Kinross and Red Back. The unaudited pro forma consolidated financial statement information set forth below is extracted from and should be read in conjunction with the unaudited pro forma consolidated financial statements of Kinross and the accompanying notes included in Schedule C to the Circular.

(in millions of U.S. dollars)

Statement of operations data:
Revenue	1,595.2	2,730.5
Operating earnings	450.9	667.3

Net earnings	244.7	349.5
(in U.S. dollars)
Per Kinross Share data:
Basic earnings per share	0.22	0.32
Diluted earnings per share	0.22	0.31

(in millions of U.S. dollars)		As at June 30, 2010

Balance sheet data:
Cash and cash equivalents and short term investments			1,391.8
Total assets			15,530.4

Total debt, including current portion			710.9
Total liabilities			2,702.1

Shareholders' equity			12,644.5

GENERAL PROXY INFORMATION

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by management of Kinross for use at the Meeting. The Meeting will be held on September 15, 2010 or any adjournment or postponement thereof at the time and place and for the purposes set forth in the accompanying Notice of Meeting. It is expected that solicitation of proxies will be primarily by mail but may also be in person or by telephone by the directors, officers and regular employees of the Company. The Company will also be using the services of Kingsdale to solicit proxies. If you have questions, you may contact the proxy solicitation agent, Kingsdale Shareholder Services Inc., by (i) telephone, toll-free in North America at 1-866-581-1479 or at 416-867-2272 outside of North America, (ii) facsimile to (416) 867-2271 or, toll-free in North America, to 1-866-545-5580; (iii) mail to The Exchange Tower 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2; or (iv) e-mail to contactus@kingsdaleshareholder.com. The cost of solicitation will be borne by the Company.

To the Company's knowledge, each of the Directors and officers of the Company intends to vote their Kinross Shares in favour of the Share Issuance Resolution.

Appointment and Revocation of Proxies

The Named Proxyholders are a Director and an officer of the Company, respectively. A Shareholder who wishes to appoint another person (who need not be a Shareholder) to represent the Shareholder at the Meeting may either insert the person's name in the blank space provided in the form of proxy or complete another proper form of proxy.

The proxy must be in writing and signed by the Shareholder or by the Shareholder's attorney, duly authorized in writing or, if the Shareholder is a body corporate or association, signed by any individual authorized by a resolution of the directors or governing body of the body corporate or association. A proxy will only be valid if it is duly completed, signed, dated and received at the office of the Transfer Agent, Computershare Investor Services Inc., Proxy Dept., 100 University Avenue 9th Floor, Toronto, Ontario M5J 2Y1 (fax: (416) 263-9261), not less than 48 hours (excluding Saturdays, Sundays and holidays) before the commencement of the Meeting or any adjournment or postponement thereof.

A Shareholder who has voted by proxy may revoke it any time prior to its use. To revoke a proxy, a registered Shareholder may deliver a written notice to the registered office of the Company at 25 York Street, Suite 1700, Toronto, Ontario, M5J 2V5, Fax (416) 363-6622; Attention: Corporate Secretary, or at the offices of Computershare Investor Services Inc., 100 University Avenue, 11^th floor, Toronto, Ontario, M5J 2Y1 at any time up to 10:00 a.m. (Toronto time) on the last business day before the Meeting or any adjournment or postponement of the Meeting. A proxy may also be revoked on the day of the Meeting or any adjournment or postponement of the Meeting by a registered Shareholder by delivering written notice to the chair of the Meeting. In addition, the proxy may be revoked by any other method permitted by applicable law. The written notice of revocation may be executed by the Shareholder or by an attorney who has the Shareholder's written authorization. If the Shareholder is a corporation, the written notice must be executed by its duly authorized officer or attorney. Only registered Shareholders have the right to revoke a proxy. Beneficial Shareholders who wish to change their vote must arrange for their respective intermediaries to revoke the proxy on their behalf in accordance with any requirements of the intermediaries.

Voting of Proxies and Exercise of Discretion

The accompanying form of proxy confers discretionary authority on the persons named in it as proxies with respect to any amendments or variations to the matters identified in the Notice of Meeting or other matters that may properly come before the Meeting, or any adjournment or postponement thereof, and the named proxies in

your properly executed proxy will vote on such matters in accordance with their judgment. At the date of this Circular, management of Kinross is not aware of any such amendments, variations or other matters which are to be presented for action at the Meeting.

IN THE ABSENCE OF ANY SUCH INSTRUCTION, KINROSS SHARES WILL BE VOTED IN FAVOUR OF THE SHARE ISSUANCE RESOLUTION.

Notice to Non-Registered (Beneficial) Shareholders

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Kinross Shares in their own name. Beneficial Shareholders should note that only proxies deposited by Shareholders whose names appear on the records of the Company as registered Shareholders can be recognized and acted upon at the Meeting or any adjournment or postponement thereof. If Kinross Shares are listed in an account statement provided to a Shareholder by a broker or other intermediary, then in almost all cases, those Kinross Shares will not be registered in the Shareholder's name on the records of the Company.

Those Kinross Shares will more likely be registered under the name of the Shareholder's intermediary or an agent of that intermediary. In Canada, the vast majority of those Kinross Shares are registered under the name of "CDS & Co." (the registration name of CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Shares held by intermediaries can only be voted (for or against resolutions) upon the instructions of the beneficial Shareholders. Without specific instructions, the intermediaries are prohibited from voting Kinross Shares for their clients. The Company does not know for whose benefit the Kinross Shares registered in the name of CDS & Co., or another intermediary, are held.

Applicable regulatory policy requires intermediaries to seek voting instructions from beneficial Shareholders in advance of Shareholder meetings. Every intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by beneficial Shareholders in order to ensure that their Kinross Shares are voted at the Meeting or any adjournment or postponement thereof. Often, the form of proxy supplied to a beneficial Shareholder by its intermediary is identical to the form of proxy provided to registered Shareholders, however, its purpose is limited to instructing the registered Shareholder on how to vote on behalf of the beneficial Shareholder. Beneficial Shareholders who wish to appear in person and vote at the Meeting should be appointed as their representatives at the Meeting in accordance with the directions of their intermediary. The majority of intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scanable voting instruction form in lieu of the form of proxy. Beneficial Shareholders are requested to complete and return the voting instruction form to Broadridge by mail or fax. Alternatively, beneficial Shareholders can call a toll-free telephone number to vote the Kinross Shares held by the beneficial Shareholder or access Broadridge's dedicated voting website at www.proxyvote.com to deliver the beneficial Shareholder's voting instructions. Broadridge tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Kinross Shares to be represented at the Meeting or any adjournment or postponement thereof. A beneficial Shareholder receiving a voting instruction form cannot use that voting instruction form to vote Kinross Shares directly at the Meeting or any adjournment or postponement thereof. The voting instruction form must be returned as directed by Broadridge well in advance of the Meeting in order to have the Kinross Shares voted. Although a beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Kinross Shares registered in the name of an intermediary, a beneficial Shareholder may attend the Meeting as a proxyholder for the registered Shareholder and vote their Kinross Shares in that capacity. To do this, a beneficial Shareholder must enter their own name in the blank space on the form of proxy provided to them and return the form of proxy to their intermediary in accordance with the instructions provided by such intermediary well in advance of the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of Kinross Shares, of which 703,892,874 Kinross Shares were issued and outstanding as of August 13, 2010. Shareholders are entitled to receive notice of and to attend and vote at all meetings of the Shareholders of the Company, and each Kinross Share confers the right to one vote in person or by proxy at all meetings of the Shareholders of the Company.

Shareholders at the close of business (Toronto time) on the Record Date are entitled to vote or to have their Kinross Shares voted at the Meeting.

To the knowledge of the Directors and executive officers of the Company, other than as described below, as of the date of this Circular, there is no person or company that beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of the Company carrying 10% or more of the voting rights attached to any class of voting securities of the Company:

Name

BlackRock Inc.⁽¹⁾
(on behalf of its investment advisory subsidiaries)	100,790,555	14.32%

(1): Based on the public filings made by BlackRock Inc. and is as of June 30, 2010.

BUSINESS OF THE MEETING

As set out in the Notice of Meeting, at the Meeting, Shareholders of the Company will be asked to consider and vote on the Share Issuance Resolution.

Kinross Shareholder Approval is required in connection with the Arrangement by the rules and regulations of the NYSE and the TSX. In connection with the Arrangement, Kinross expects to issue approximately 425 million Kinross Shares, which is equal to approximately 60% of the non-diluted Kinross Shares outstanding immediately prior to the completion of the Arrangement. Pursuant to the listing rules of both the TSX and the NYSE, a listed company is generally required to obtain shareholder approval in connection with an acquisition transaction where the number of securities issued or issuable in payment of the purchase price for the acquisition exceeds 25% (in the case of the TSX) and 20% (in the case of the NYSE) of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction. In order for the acquisition of Red Back to be completed, Kinross Shareholders must approve the Share Issuance Resolution.

In connection with the Arrangement, Kinross expects to issue approximately 425 million Kinross Shares, based on the number of Red Back Shares outstanding as at August 2, 2010 (as represented to Kinross by Red Back in the Arrangement Agreement) and assuming that: (i) all of the Red Back Shares outstanding as at August 2, 2010 are acquired upon completion of the Arrangement, and (ii) all holders of Red Back Options elect to receive Replacement Options based on the Option Exchange Ratio rather than exercise their Red Back Options in advance of the successful completion of the Arrangement, and all such Replacement Options are subsequently exercised for Kinross Shares in accordance with their terms. In addition, approximately 26 million Kinross Shares would be issuable in the event that all of the Warrants are exercised prior to the expiry date of the Warrants. Following the successful completion of the Arrangement, Shareholders will hold approximately 63% of the Kinross Shares issued and outstanding, while Red Back Shareholders will hold approximately 37% of the Kinross Shares issued and outstanding (on both a non-diluted and fully diluted basis). In order for the acquisition of Red Back to be completed, the Share Issuance Resolution must be approved by a simple majority (50% plus one vote) of votes cast at the Meeting by Shareholders, present in person or by proxy.

Record Date

The Board has passed a resolution to fix the close of business (Toronto time) on August 11, 2010 as the Record Date for the determination of the registered Shareholders that will be entitled to notice of the Meeting, and any adjournment or postponement of the Meeting, and that will be entitled to vote at the Meeting.

Outstanding Shares

As of the Record Date, there were 703,889,502 Kinross Shares outstanding and entitled to vote at the Meeting.

THE ARRANGEMENT

General

This section provides material information about the acquisition of Red Back and other information regarding the Arrangement.

Both the Board and the Red Back Board have approved the Arrangement Agreement. The Arrangement Agreement and the Plan of Arrangement provide that Kinross will acquire all of the outstanding Red Back Shares subject to, among other things:

•: approval of the Share Issuance Resolution by Shareholders;
•: approval of the Arrangement Resolution by Red Back Shareholders;
•: approval of the Arrangement by the Court; and
•: receipt of Competition Act Approval and obtaining any Foreign Antitrust Clearance, if applicable.

Pursuant to the Arrangement, Red Back will become a wholly-owned subsidiary of Kinross. On consummation of the Arrangement, (i) Kinross will acquire each outstanding Red Back Share (other than those held by Red Back Shareholders who properly exercise their dissent rights) in exchange for the Consideration and (ii) each outstanding Red Back Option shall be exchanged for a Replacement Option. Red Back Shareholders who properly exercise their dissent rights will be entitled to be paid the fair value of their Red Back Shares. Non-registered holders of Red Back Shares and holders of Red Back Options are not entitled to dissent rights. Dissenters' appraisal rights are not available to Kinross Shareholders in connection with the Arrangement. See the section of the Circular entitled "The Arrangement — Dissenting Shareholder Rights".

If permitted by applicable laws, Kinross intends to delist the Red Back Shares from the TSX as soon as practicable following the Effective Date and to apply for a decision for Red Back to cease to be a reporting issuer under the securities laws of each province of Canada in which it is a reporting issuer.

When the Arrangement Becomes Effective

Under the CBCA, the Court must approve the Plan of Arrangement. If, among other things, Kinross Shareholder Approval is obtained at the Kinross Meeting and Red Back Shareholder Approval is obtained at the Red Back Meeting, the Court will hold a hearing regarding the Final Order. The Court will consider, among other things, the fairness and reasonableness of the Arrangement. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit.

Plan of Arrangement

Pursuant to the terms of the Plan of Arrangement, at the Effective Time, except as otherwise noted herein, the following shall occur and shall be deemed to occur sequentially, in the following order, without any further act or formality required on the part of any person, in each case effective as at the Effective Time:

•: each Red Back SAR issued and outstanding immediately prior to the Effective Time, whether vested or unvested, will be transferred by the holder thereof to Red Back and cancelled in exchange for a cash payment by Red Back equal to the amount by which the fair market value of the Consideration at the Effective Time (calculated in accordance with the requirements of the Red Back SAR Plan) exceeds the strike price of such Red Back SAR, less any required withholding taxes;
•: each Red Back DSU issued and outstanding immediately prior to the Effective Time, whether vested or unvested, will be transferred by the holder thereof to Red Back and cancelled in exchange for a cash

payment by Red Back equal to the amount of the fair market value of the Consideration at the Effective Time (calculated in accordance with the requirements of the Red Back DSU Plan), less any required withholding taxes;

•: each Red Back Share (other than any Red Back Shares held by Kinross and any Red Back Shares in respect of which the Red Back Shareholder has validly exercised his, her or its dissent right) shall be deemed to be transferred to Kinross (free and clear of any liens, charges and encumbrances of any nature whatsoever) in exchange for the Consideration, subject to Article 4 of the Plan of Arrangement;
•: each Red Back Share in respect of which the Red Back Shareholder has validly exercised his, her or its dissent right shall be directly transferred and assigned by such dissenting shareholder to Kinross (free and clear of any liens, charges and encumbrances of any nature whatsoever) in accordance with Article 4 of the Plan of Arrangement;
•: with respect to each Red Back Share transferred and assigned to Kinross in accordance with the Plan of Arrangement: (a) the registered holder thereof shall cease to be the registered holder of such Red Back Share and the name of such registered holder shall be removed from the register of Red Back Shareholders as of the Effective Time; (b) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Red Back Share in accordance with Subsection 3.1(c) of the Plan of Arrangement or Subsection 3.1(d) of the Plan of Arrangement, as applicable; and (c) Kinross will be the holder of all of the outstanding Red Back Shares and the register of Red Back Shareholders shall be revised accordingly;
•: each Red Back Option, which is outstanding and has not been duly exercised prior to the Effective Date, shall be exchanged for a fully vested Replacement Option to purchase from Kinross the number of Kinross Shares (rounded down to the nearest whole share) equal to: (i) the Option Exchange Ratio multiplied by (ii) the number of Red Back Shares subject to such Red Back Option immediately prior to the Effective Date; and
•: the Red Back DSU Plan and Red Back SAR Plan shall be terminated.

Following the receipt of the Final Order and prior to the Effective Date, Kinross shall deliver or arrange to be delivered to the Depositary certificates representing the Consideration Shares and Warrants, and any cash in respect of fractional Kinross Shares otherwise issuable, required to be issued to former Red Back Shareholders in accordance with the provisions of the Plan of Arrangement, which certificates shall be held by the Depositary as agent and nominee for such former Red Back Shareholders for distribution to such former Red Back Shareholders in accordance with the provisions of the Plan of Arrangement.

Fractional Shares and Fractional Warrants

Kinross Share and in lieu of a fractional Kinross Share, the Red Back Shareholder will receive a cash payment in Canadian dollars (rounded down to the nearest cent) determined on the basis of an amount equal to (i) the volume weighted average trading price on the TSX of the Kinross Shares over the five business days ending one business day before the Effective Date, multiplied by the (ii) fractional share amount; and (b) the aggregate number of Warrants to be issued to any Red Back Shareholder as consideration under the Arrangement would result in a fraction of a Warrant being issuable, the number of Warrants to be received by such Red Back Shareholder will be rounded to the nearest whole Warrant. All cash payable in lieu of fractional Kinross Shares will be denominated in Canadian dollars.

Replacement Options

As of August 2, 2010, there were outstanding Red Back Options which, when vested, would be exercisable to acquire a total of 6,191,336 Red Back Shares.

Each Red Back Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a fully vested Replacement Option to purchase from Kinross the number of Kinross Shares (rounded down to the nearest whole share) equal to: (i) the Option Exchange Ratio multiplied by (ii) the number of Red Back Shares subject to such Red Back Option immediately prior to the Effective Date. Such Replacement Option shall provide for an exercise price per Kinross Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per Red Back Share otherwise purchasable pursuant to such Red Back Option; divided by (y) the Option Exchange Ratio. All terms and conditions of a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Red Back Option for which it was exchanged, and shall be governed by the terms of the applicable Red Back Option Plan and any certificate or option agreement previously evidencing the Red Back Option shall thereafter evidence and be deemed to evidence such Replacement Option and such Replacement Options shall be designed to meet the requirements under subsection 7(1.4) of the Tax Act.

Arrangement Consideration

Kinross has agreed to pay 1.778 Kinross Shares plus 0.11 of a Warrant for each Red Back Share. Each whole Warrant is exercisable for a period of four years following closing of the Arrangement at an exercise price of $21.30 per Kinross Share. The issuance of the Consideration Shares to Red Back Shareholders requires Kinross Shareholder Approval.

Red Back Shareholders will not be entitled to fractional Kinross Shares or fractional Warrants in connection with the Arrangement. Where the consideration owing to such a Red Back Shareholder would otherwise result in a fractional Kinross Share or fractional Warrant being issued, the Red Back Shareholder will receive a cash payment in lieu of the fractional share amount, and the number of Warrants to be received by such Red Back Shareholder will be rounded to the nearest whole Warrant. See "The Arrangement — Fractional Shares and Fractional Warrants".

Stock Exchange Listings

The Red Back Shares are listed on the TSX, trading under the symbol "RBI". Conditional approval of the TSX in respect of the Arrangement and related transactions has been obtained by Red Back. If permitted by applicable laws, Kinross intends to delist the Red Back Shares from the TSX as soon as practicable following the Effective Date.

The Kinross Shares are listed on the TSX under the symbol "K" and on the NYSE under the symbol "KGC". The obligation of Kinross and Red Back to complete the Arrangement is subject to, among other matters, the TSX and NYSE approving the listing of the Consideration Shares.

Background to the Arrangement

Kinross' senior management team regularly reviews assets of high quality which would complement Kinross' portfolio, and reviews the activities of other mining companies on a regular basis for this purpose. Since 2008,

Kinross has been monitoring industry developments in West Africa, in the belief and expectation that the region presented particularly attractive growth prospects for the gold industry and had considered a number of opportunities in the region with the assistance of BMO. During the second half of 2009 and early 2010, Kinross' senior management team determined that Red Back represented a highly attractive potential opportunity to acquire suitable assets in West Africa that could provide Kinross with further production growth, asset diversification and a broader set of acquisition opportunities. The experience and expertise of the Red Back management team was a key part of Kinross' assessment.

In December of 2009 GMP hosted a dinner in Toronto attended by senior representatives of Kinross and Red Back, at which potential business opportunities involving the two companies were discussed.

In December of 2009 Kinross contacted BMO regarding a potential advisory assignment relating to a potential transaction with Red Back, and BMO was subsequently retained as lead financial advisor to Kinross regarding the Arrangement. As discussions relating to the transaction proceeded, in order to leverage their knowledge and expertise, GMP and Rothschild were retained as additional financial advisors.

In early January, 2010, senior representatives of both companies met in British Columbia to discuss the possibility of a transaction between the two companies. Participants at the meeting included Mr. Tye Burt, President and Chief Executive Officer of Kinross, Mr. Paul Rollinson, Executive Vice President, Corporate Development of Kinross, Mr. Geoff Gold, Executive Vice President and Chief Legal Officer of Kinross, Mr. Lukas Lundin, Chairman of the Board of Red Back, and Mr. Rick Clark, President and Chief Executive Officer of Red Back. During the meeting Mr. Burt asked Messrs. Lundin and Clark about their interest in discussing the possibility of a business combination involving Kinross and Red Back, and expressed an interest in learning more about Red Back and each of the Tasiast Property and the Chirano Property. Messrs. Lundin and Clark of Red Back expressed their interest in exploring a possible business combination between Kinross and Red Back.

On January 26, 2010, Kinross and Red Back entered into a confidentiality agreement relating to the sharing of confidential information about Red Back and its operations, following which Red Back provided Kinross with access to an electronic data room containing non-public information relating to Red Back, as well as ongoing access to key management personnel.

Further discussions between the Kinross and Red Back management teams were held at the Mining Indaba conference in Cape Town, South Africa in February 2010. From February 10, 2010 until February 15, 2010, a team of Kinross representatives including geologists and engineers, met with Red Back representatives and undertook a site visit to Red Back's Tasiast Property in Mauritania. From March 21, 2010 until March 27, 2010, a team of Kinross representatives, including geologists and engineers, met with Red Back representatives and undertook a site visit to Red Back's Chirano Property in Ghana.

On April 16, 2010, Messrs. Burt and Gold of Kinross, and Mr. Lundin of Red Back, met in Toronto at the offices of Osler, Hoskin & Harcourt LLP, Kinross's external legal counsel, to continue discussions regarding a possible business combination transaction. During the meeting, Mr. Burt delivered a written non-binding term sheet to Red Back setting out the terms under which Kinross would agree to acquire all of the issued and outstanding Red Back Shares.

Throughout the weekend of April 17 and April 18, representatives of Kinross and Red Back, together with their respective advisors, negotiated the terms of a letter of intent and non-binding term sheet, which included a limited period of exclusivity in favour of Kinross.

On the afternoon of April 18, 2010, Kinross and Red Back executed a letter of intent and non-binding term sheet regarding a potential transaction between Kinross and Red Back. That same day, Red Back and Kinross entered into a further confidentiality agreement relating to the sharing of confidential information regarding Kinross and its operations, following which Kinross provided Red Back with access to an electronic data room containing non-public information relating to Kinross.

On April 22, 2010, in Vancouver, British Columbia, Messrs. Burt, Rollinson and Gold of Kinross met with Messrs. Clark, Lundin, and Simon Jackson, VP Corporate Development of Red Back, to discuss the possibility

of a transaction involving Kinross acquiring all of the Red Back Shares, however the parties were not successful in agreeing on terms that would serve as a basis for further discussions at that time.

On April 24, 2010, following further discussions between the two companies, Kinross and Red Back agreed to terminate the letter of intent and non-binding term sheet on the basis that a successful full business combination transaction was unlikely to occur on mutually acceptable terms.

At the end of April 2010, the two companies recommenced discussion regarding a private placement equity financing as an alternative to a full business combination. On May 4, 2010, Kinross and Red Back entered into a subscription agreement pursuant to which, Kinross agreed to purchase, on a private placement basis, 24 million Red Back Shares at a price of Cdn.$25.00 per Red Back Share. As a result of the private placement, Kinross acquired a 9.4% ownership interest in Red Back (based on the number of Red Back Shares outstanding at the time) and, pursuant to the subscription agreement, Kinross was granted the right to nominate a director for appointment to the Red Back Board of Directors, and the right, exercisable for a maximum of one year, to participate in any subsequent securities offering in order to maintain its interest in Red Back at the time of any such offering. The private placement transaction closed on May 7, 2010.

During the period following the completion of the private placement transaction Kinross continued its due diligence review of Red Back and its properties, with a view to potentially recommencing future discussions regarding a possible business combination transaction. Between May 27 and June 11, 2010, Kinross geologists supervised a program to twin drill holes at the Tasiast Property, maintaining full chain of custody control, and subsequently completed independent assay and metallurgical test work on the drill samples.

During the week of May 31, 2010, Mr. Burt and Mr. John Oliver, Chairman of the Board, a representative from Rothschild, Mr. Clark and Dr. Karamo N.M. Sonko, the Vice President of Tasiast Mauritanie Limited S.A., met with the Mauritanian President, Mr. Mohamed Ould Abdel Aziz, and certain senior cabinet ministers of the Mauritanian government during a trip made to France by Mr. Abdel Aziz for a speaking engagement. The Kinross group then continued to Nouakchott, the capital city of Mauritania, where they met with the Minister of Mines for Mauritania and conducted a site visit to the Tasiast Property.

On June 7 and 8, 2010, a team of Kinross representatives, including Kinross' Chief Operating Officer, Senior Vice-President, Projects and certain members of the Board, made a site visit to Red Back's Tasiast Property in Mauritania.

From June 18, 2010 to June 25, 2010, a team of Red Back representatives undertook site visits to certain of Kinross' mine sites and met with members of the Kinross technical services team.

On June 23 and 24, 2010, a team of Kinross representatives, including members of the senior leadership team and Board made a site visit to Red Back's Chirano Property in Ghana.

On June 30, 2010, Kinross senior management provided an update to the Board, which included an overview of Red Back and its assets, and the status of negotiations with Red Back.

On July 8, 2010, Messrs. Burt, Rollinson and Gold met with Messrs. Lundin, Clark and Jackson in British Columbia. The Kinross representatives put forward a further transaction proposal involving the acquisition of Red Back by Kinross, however the parties were not successful in agreeing on terms that would serve as a basis for further discussions at that time.

On July 19, 2010, Mr. Rollinson of Kinross had a discussion with representatives of Scotia Capital Inc., Red Back's principal financial advisors, who indicated that there was a potential range of values within which they believed that a transaction could be successfully negotiated between the parties, and also indicated that the inclusion of warrant consideration was likely to be helpful in arriving at an agreement on value.

On July 27, 2010, the Board met and was updated on the status of the potential transaction with Red Back, and received presentations from Kinross management and each of Kinross' legal and financial advisors, which included a review by each of Morgan Stanley, BMO, GMP and Rothschild of their respective preliminary financial analysis in connection with the proposed range of consideration to be paid by Kinross pursuant to the Arrangement, including an indication from each that, based on the anticipated transaction terms and subject to

a further review of the final negotiated terms, they expected to be able to deliver an opinion as to the fairness of the Arrangement from a financial point of view within the indicated range. Following these presentations and a full discussion regarding the merits, risks and opportunities associated with the transaction, as well as a recommendation from management in favour of proceeding with the proposed transaction, the Board authorized Kinross management to negotiate the final terms of the definitive agreements including an exclusivity arrangement, the arrangement agreement and voting support agreements substantially on the terms described to the Board and: (i) delegated authority to approve and enter into an acquisition transaction for Red Back, within a specified range of consideration and upon terms to comply substantially with those described to it, to a special committee of the Board together with the President and Chief Executive Officer of the Company; (ii) determined that, subject to the final approval of the special committee and receipt of acceptable forms of fairness opinions, a transaction within such range and upon such terms would be in the best interests of the Company; and (iii) determined that, subject to the final approval of the special committee and receipt of appropriate forms of fairness opinions, a transaction within such range and upon such terms would be fair from the point of view of the Shareholders.

After the close of markets on Friday, July 30, 2010, Mr. Burt contacted Mr. Lundin by telephone, and presented an acquisition proposal to Mr. Lundin for consideration by the Red Back Board, which reflected an increased premium to the July 8, 2010 proposal and included a fraction of a Warrant. Later that evening, Kinross and Red Back signed a 10-day exclusivity agreement, during which period Red Back agreed to work exclusively and in good faith with Kinross in an effort to permit each of the two companies to complete remaining due diligence items and to negotiate legally binding agreements relating to a transaction.

Between the evening of July 30 and the afternoon of August 2, 2010, Kinross management negotiated with Red Back and settled the terms of the Arrangement Agreement setting forth the terms and conditions governing the Arrangement, as well as the Voting Support Agreements.

On August 2, 2010, the special committee met to review the final terms of the Arrangement Agreement, to receive oral opinions addressed to the Board from each of Morgan Stanley, BMO, GMP and Rothschild, and to consider other factors relevant to the proposed Arrangement. Each of Morgan Stanley, BMO, GMP and Rothschild provided an oral opinion to the special committee but addressed to the Board and subsequently confirmed in writing, to the effect that, as of August 2, 2010 and subject to the various assumptions, explanations, qualifications and limitations set forth in their respective opinions, the Consideration to be paid by Kinross pursuant to the Arrangement was fair, from a financial point of view, to Kinross. Following discussion, the special committee of the Board (i) reconfirmed that the final terms of the Arrangement were in the best interests of the Company, (ii) reconfirmed that the final terms of the Arrangement were fair from the point of view of the Shareholders, and (iii) approved the entering into of the Arrangement Agreement. The Arrangement Agreement was subsequently executed and publicly announced by joint news release at approximately 4:30 p.m. (Toronto time) on August 2, 2010.

On August 16, 2010, the Board passed a unanimous resolution approving the content and mailing of this Circular, and recommending that Shareholders vote in favour of the Share Issuance Resolution.

Recommendation of the Board

AFTER CAREFUL CONSIDERATION OF THE ARRANGEMENT, THE BOARD HAS UNANIMOUSLY RECOMMENDED THAT SHAREHOLDERS VOTE IN FAVOUR OF THE SHARE ISSUANCE RESOLUTION.

Reasons for the Arrangement

In reaching its conclusion to approve the Arrangement Agreement, and unanimously recommend that Shareholders vote in favour of the Share Issuance Resolution, the Board and the special committee considered, among other things, the following factors:

•: Tasiast is a World-Class Growth Property. Red Back's Tasiast Property is a world-class asset in one of the world's fastest-growing and most prospective gold regions. Kinross' review of the Tasiast Property to date has led it to conclude that the property contains significant potential beyond the current level of proven and probable mineral reserves which, if realized, would have a transformational impact on Kinross's

growth and production profile. Kinross' experience and financial strength will provide an opportunity to accelerate the development of the Tasiast Property by increasing reserves and resources through an expanded drilling program, optimizing the mine plan, accelerating construction, increasing mining throughput and enhancing gold recovery rates.

•: Enhanced Growth Profile. Upon completion of the Arrangement, Kinross will be a major "pure gold" producer with an exceptional growth profile. Estimated pro forma gold production is expected to grow by more than 75% to 3.9 million ounces in 2015, based on an average of publicly available equity analyst estimates, from current gold production of 2.2 million ounces for Kinross on a standalone basis. In addition, both projects have significant exploration upside with only 8 kilometres of 70 kilometres of strike length having been explored at the Tasiast Property and with newly discovered deposits at the Chirano Property.
•: Enhanced Shareholder Value. The Arrangement is expected to be accretive to the net asset value and, once Kinross is able to apply its expertise to optimize Red Back's assets in order that the assets reach their full potential, strongly accretive to cash flow per share of Kinross.
•: Transformational Combination. The Arrangement is expected to result in the creation of the fifth-largest global gold producer by market capitalization, through the combination of world-class producing assets, expansion opportunities and development projects. The assets and skill sets of Kinross and Red Back are complementary, resulting in a combined company that is greater than the sum-of-the-parts and which allows for value creation opportunities for shareholders.
•: Management Team. The Red Back management team is well respected and has extensive West African experience. Red Back's management team will be complementary to Kinross' management team which has a track record of success operating and developing assets globally. Kinross intends to employ its experience and also to leverage off the experience of Red Back's management which will be a key asset in developing the potential of one of the world's most promising and under-explored gold regions.
•: Extensive Diligence. Kinross' management, technical services team and third party technical advisors completed a very detailed due diligence review, which included numerous site visits, a twin drilling campaign, metallurgical testing and preparation of modelling options for optimal mining and processing scenarios.
•: Fairness Opinions. In connection with the Arrangement, the Board received a written opinion from each of Morgan Stanley, BMO, GMP and Rothschild, to the effect that, as of August 2, 2010 and based upon and subject to the various assumptions, explanations, qualifications and limitations set forth in their respective opinions, the Consideration to be paid by Kinross pursuant to the Arrangement was fair, from a financial point of view, to Kinross. The full text of the opinions can be found at Schedules D, E, F and G to this Circular, respectively. Morgan Stanley was engaged by Kinross solely to provide a financial opinion to the Board, and will not be paid a fee that is contingent on the outcome of the Arrangement. See the section of the Circular entitled "The Arrangement — Fairness Opinions".
•: Kinross Shareholder Approval. The Share Issuance Resolution must be approved by a majority of the votes cast in respect thereof by Kinross Shareholders present in person or represented by proxy at the Meeting.

A number of these anticipated benefits and factors are based on various assumptions and are subject to various risks. See the section of the Circular entitled "Statements Regarding Forward-Looking Information" and the section of the Circular entitled, "Risk Factors".

The Board and the special committee also considered potential adverse factors associated with the transaction, including, among other things:

•: As a result of the issuance of the Kinross Shares in the Arrangement, Shareholders will experience a significant degree of dilution in their ownership of Kinross. Upon completion of the transaction, and based on the number of Kinross and Red Back Shares outstanding as of August 2, 2010, Kinross

Shareholders and Red Back Shareholders will own, respectively, approximately 63% and 37% of the combined company (on both a non-diluted and a fully diluted basis).

•: The issuance of a significant number of Kinross Shares pursuant to the Arrangement could adversely impact the market price of Kinross Shares.
•: The combined company may not realize the benefits currently anticipated due to challenges associated with integrating the operations and personnel of Kinross and Red Back.
•: The combined company may not meet key production or cost estimates, or the upside potential at the Tasiast Property that Kinross believes exists may not materialize.
•: The completion of the Arrangement Agreement is subject to several conditions that must be satisfied or waived, including in particular Kinross and Red Back shareholder approvals and satisfaction of regulatory conditions.
•: The Arrangement Agreement may be terminated by Kinross or Red Back in certain circumstances, in which case termination or expense fees may be payable and the market price for Kinross Shares may be adversely affected.

Fairness Opinions

Morgan Stanley Canada Limited Fairness Opinion

Kinross entered into an engagement letter with Morgan Stanley pursuant to which, among other things, Morgan Stanley agreed to provide the Board with a financial opinion in accordance with its customary practice as to the Consideration to be paid by Kinross under the Arrangement. At a meeting held on August 2, 2010, Morgan Stanley provided the special committee of the Board with an oral opinion, subsequently confirmed in writing to the Board, to the effect that, based upon and subject to the various assumptions, explanations and limitations set forth therein, the Consideration to be paid by Kinross pursuant to the Arrangement was fair, from a financial point of view, to Kinross.

The full text of the Morgan Stanley Fairness Opinion, which sets forth, among other things, the assumptions made, information reviewed and matters considered, and limitations and qualifications on the review undertaken in connection with the opinion, is attached to this Circular as Schedule D. The Morgan Stanley Fairness Opinion is not intended to be and does not constitute a recommendation to any Shareholder as to how to vote or act at the Meeting. The Morgan Stanley Fairness Opinion was one of a number of factors taken into consideration by the Board in considering the Arrangement. This summary of the Morgan Stanley Fairness Opinion is qualified in its entirety by reference to the full text of the Morgan Stanley Fairness Opinion and Shareholders are urged to read the Morgan Stanley Fairness Opinion in its entirety.

The Morgan Stanley Fairness Opinion was rendered on the basis of securities markets, economic and general business and financial conditions prevailing as at the date of the Morgan Stanley Fairness Opinion and the conditions, prospects, financial and otherwise, of Kinross and Red Back, as applicable, as they are reflected in the information and documents reviewed by Morgan Stanley and as they were presented to Morgan Stanley. Subsequent developments may affect the Morgan Stanley Fairness Opinion. Morgan Stanley has disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting the Morgan Stanley Fairness Opinion which may come or be brought to the attention of Morgan Stanley after the date of the Morgan Stanley Fairness Opinion.

Under its engagement letter with Morgan Stanley, Kinross has agreed to pay Morgan Stanley a fixed fee for rendering the Morgan Stanley Fairness Opinion. Morgan Stanley will not be paid an additional fee that is contingent upon the completion of the Arrangement or any alternative transaction. The Board took this fee structure into account when considering the Morgan Stanley Fairness Opinion. Kinross has also agreed to indemnify Morgan Stanley and certain related persons against certain liabilities in connection with its engagement.

BMO Nesbitt Burns Inc. Fairness Opinion

Kinross entered into an engagement letter with BMO pursuant to which, among other things, BMO agreed to provide Kinross with an opinion as to the fairness of the Consideration to be paid by Kinross pursuant to the Arrangement, from a financial point of view, to Kinross. At a meeting held on August 2, 2010, BMO provided the special committee of the Board with an oral opinion, subsequently confirmed in writing to the Board, to the effect that, based upon and subject to the various assumptions, limitations and qualifications contained therein, the Consideration to be paid by Kinross pursuant to the Arrangement was fair, from a financial point of view, to Kinross.

The full text of the BMO Fairness Opinion, which sets forth, among other things, the assumptions made, information reviewed and matters considered, and limitations and qualifications on the review undertaken in connection with the opinion, is attached to this Circular as Schedule E. The BMO Fairness Opinion is not intended to be and does not constitute a recommendation to any Shareholder as to how to vote or act at the Meeting. The BMO Fairness Opinion was one of a number of factors taken into consideration by the Board in considering the Arrangement. This summary of the BMO Fairness Opinion is qualified in its entirety by reference to the full text of the BMO Fairness Opinion and Shareholders are urged to read the BMO Fairness Opinion in its entirety.

The BMO Fairness Opinion was rendered on the basis of securities markets, economic and general business and financial conditions prevailing as at the date of the BMO Fairness Opinion and the conditions, prospects, financial and otherwise, of Kinross and Red Back, as applicable, as they are reflected in the information and documents reviewed by BMO and as they were presented to BMO. Subsequent developments may affect the BMO Fairness Opinion. BMO has disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting the BMO Fairness Opinion which may come or be brought to the attention of BMO after the date of the BMO Fairness Opinion.

BMO has acted as financial advisor to Kinross in connection with the Arrangement and will receive a fee for its services, including a fee for the delivery of the BMO Fairness Opinion, a fee in connection with the announcement of the Arrangement and fees that are contingent upon the completion of the Arrangement or another change of control involving Kinross and Red Back.

GMP Securities L.P. Fairness Opinion

Kinross entered into an engagement letter with GMP pursuant to which, among other things, GMP agreed to provide Kinross with an opinion as to the fairness of the Consideration to be paid by Kinross pursuant to the Arrangement, from a financial point of view, to Kinross. At a meeting held on August 2, 2010, GMP provided the special committee of the Board with an oral opinion, subsequently confirmed in writing to the Board, to the effect that, based upon and subject to the various assumptions, limitations and qualifications contained therein, the Consideration to be paid by Kinross pursuant to the Arrangement was fair, from a financial point of view, to Kinross.

The full text of the GMP Fairness Opinion, which sets forth, among other things, the assumptions made, information reviewed and matters considered, and limitations and qualifications on the review undertaken in connection with the opinion, is attached to this Circular as Schedule F. The GMP Fairness Opinion is not intended to be and does not constitute a recommendation to any Shareholder as to how to vote or act at the Meeting. The GMP Fairness Opinion was one of a number of factors taken into consideration by the Board in considering the Arrangement. This summary of the GMP Fairness Opinion is qualified in its entirety by reference to the full text of the GMP Fairness Opinion and Shareholders are urged to read the GMP Fairness Opinion in its entirety.

The GMP Fairness Opinion was rendered on the basis of securities markets, economic and general business and financial conditions prevailing as at the date of the GMP Fairness Opinion and the conditions, prospects, financial and otherwise, of Kinross and Red Back, as applicable, as they are reflected in the information and documents reviewed by GMP and as they were presented to GMP. Subsequent developments may affect the GMP Fairness Opinion. GMP has disclaimed any undertaking or obligation to advise any person of any change

in any fact or matter affecting the GMP Fairness Opinion which may come or be brought to the attention of GMP after the date of the GMP Fairness Opinion.

Under its engagement letter with GMP, Kinross has agreed to pay GMP a fee that is contingent upon the completion of the Arrangement.

Rothschild Inc. Fairness Opinion

Kinross entered into an engagement letter with Rothschild pursuant to which, among other things, Rothschild agreed to provide Kinross with an opinion as to the fairness of the Consideration to be paid by Kinross pursuant to the Arrangement, from a financial point of view, to Kinross. At a meeting held on August 2, 2010, Rothschild provided the special committee of the Board with an oral opinion, subsequently confirmed in writing to the Board, to the effect that, based upon and subject to the various assumptions, limitations and qualifications contained therein, the Consideration to be paid by Kinross pursuant to the Arrangement was fair, from a financial point of view, to Kinross.

The full text of the Rothschild Fairness Opinion, which sets forth, among other things, the assumptions made, information reviewed and matters considered, and limitations and qualifications on the review undertaken in connection with the opinion, is attached to this Circular as Schedule G. The Rothschild Fairness Opinion is not intended to be and does not constitute a recommendation to any Shareholder as to how to vote or act at the Meeting. The Rothschild Fairness Opinion was one of a number of factors taken into consideration by the Board in considering the Arrangement. This summary of the Rothschild Fairness Opinion is qualified in its entirety by reference to the full text of the Rothschild Fairness Opinion and Shareholders are urged to read the Rothschild Fairness Opinion in its entirety.

The Rothschild Fairness Opinion was rendered on the basis of securities markets, economic and general business and financial conditions prevailing as at the date of the Rothschild Fairness Opinion and the conditions, prospects, financial and otherwise, of Kinross and Red Back, as applicable, as they are reflected in the information and documents reviewed by Rothschild and as they were presented to Rothschild. Subsequent developments may affect the Rothschild Fairness Opinion. Rothschild has disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting the Rothschild Fairness Opinion which may come or be brought to the attention of Rothschild after the date of the Rothschild Fairness Opinion.

Under its engagement letter with Rothschild, Kinross has agreed to pay Rothschild a fixed fee for rendering the Rothschild Fairness Opinion. Rothschild will be paid an additional fee that is contingent upon the completion of the Arrangement.

Voting Support Agreements

Each Voting Support Agreement sets forth, among other things, the terms and conditions upon which each Locked-Up Shareholder has agreed, among other things, to vote in favour of the Arrangement Resolution, all of the Red Back Shares currently owned or controlled by such Locked-Up Shareholder. The following is a summary of the principal terms of the Voting Support Agreements. This summary is qualified in its entirety by the full text of the Voting Support Agreements filed by Kinross (i) with the Canadian securities regulatory authorities and available at www.sedar.com and (ii) with the SEC and available at www.sec.gov.

Under the Voting Support Agreements, each of the Locked-Up Shareholders has agreed, among other things, to vote, or cause to be voted, all of the Red Back Shares currently owned or controlled by such Locked-Up Shareholder, being an aggregate of 9,587,844 Red Back Shares, and all Red Back Shares issuable upon the exercise or conversion of any Red Back Options owned or controlled by such Locked-Up Shareholder (the "Subject Shares").

Each Locked-Up Shareholder has covenanted and agreed that it will:

•: not (A) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in or otherwise dispose of any right or interest in (including by way of deposit or tender under any take-over bid) (any such event, a "Transfer") any of the Red Back Shares and Red Back Options owned

or controlled by such Locked-Up Shareholder (the "Subject Securities"), other than the exercise of Red Back Options in accordance with their terms for Red Back Shares that will become subject to the Voting Support Agreement as if they were Subject Shares owned by the Locked-Up Shareholder on the date of the Voting Support Agreement, or enter into any agreement, arrangement or understanding in connection therewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), other than pursuant to the Arrangement Agreement, without having first obtained the prior written consent of Kinross, or (B) other than as set forth in the Voting Support Agreements, grant any proxies or powers of attorney, deposit any Subject Shares into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Shares, or enter into a voting agreement, understanding or arrangement with respect to the right to vote, call meetings of Red Back Shareholders or give consents or approval of any kind with respect to any Subject Shares;

•

vote (or cause to be voted) all the Subject Shares at any meeting of Red Back Shareholders, including without limitation the Red Back Meeting, and in any action by written consent of the Red Back Shareholders:

•: in favour of the approval, consent, ratification and adoption of the Arrangement Resolution and the transactions contemplated by the Arrangement Agreement (and any actions required in furtherance thereof); and
•: against any (A) merger, reorganization, consolidation, amalgamation, arrangement, business combination, or share exchange, liquidation, dissolution, recapitalization, or similar transaction involving Red Back; (B) any sale, lease or transfer of any significant part of the assets of Red Back; (C) any Acquisition Proposal (other than the transactions contemplated by the Arrangement Agreement, and any other agreement or transaction involving Kinross or its affiliates); (D) any material change in the capitalization of Red Back or the corporate structure or constating documents of Red Back; and (E) against any action that would impede, delay, interfere with, or discourage the transactions contemplated by the Arrangement Agreement and against any action that would result in Red Back Material Adverse Effect;

•

not, without the prior written consent of Kinross, requisition or join in the requisition of any meeting of Red Back Shareholders for the purpose of considering any resolution;

•

not, directly or indirectly: (A) solicit, initiate, encourage or otherwise facilitate (including by way of entering into any agreement, arrangement or understanding) inquiries, submissions of proposals or offers from, or provide information to, any other person, entity or group (other than Kinross) relating to any Acquisition Proposal or potential Acquisition Proposal, (B) participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding related to any Acquisition Proposal. Nothing hereunder shall prevent any shareholder, director or officer of the Locked-Up Shareholder who is a director or officer of Red Back from doing any act or thing that such director or officer is properly obligated to do in such capacity, provided that such act or thing is permitted by and is done in strict compliance with the terms of the Arrangement Agreement;

•

immediately cease and cause to be terminated any and all solicitations, encouragements, existing discussions and negotiations, if any, with any person or group or any agent or representative of such person or group before the date of the Voting Support Agreement with respect to any Acquisition Proposal or potential Acquisition Proposal;

•

immediately (and in any event within 48 hours following receipt) notify Kinross of any Acquisition Proposal or inquiry in respect of a potential Acquisition Proposal of which the Locked-Up Shareholder or, to the knowledge of the Locked-Up Shareholder, any of the shareholders, directors or officers of the Locked-Up Shareholder becomes aware. Such notification shall be made orally and in writing and shall include the identity of the person making such Acquisition Proposal or inquiry, a description of the material terms and conditions thereof, together with a copy of all documentation relating to such Acquisition Proposal or inquiry; provided however that such notification shall not be required if Red Back has already notified Kinross;

•: not make any statements which may reasonably be construed as being against the transactions contemplated by the Arrangement Agreement or any aspect thereof and to not bring, or threaten to bring, any suit or proceeding for the purpose of, or which has the effect of, directly or indirectly, stopping, preventing, impeding, delaying or varying such transactions or any aspect thereof;
•: promptly notify Kinross of any acquisitions by the Locked-Up Shareholder or any of its respective affiliates of any securities of Red Back, if any, after the date of the Voting Support Agreements, which, for greater certainty, shall include any Red Back Options and any Red Back Shares issuable upon the exercise or conversion of any Red Back Options owned or controlled by the Locked-up Shareholder which may be exercised, converted into or exchanged for Red Back Shares. Any such securities shall be subject to the terms of the Voting Support Agreements as though they were Subject Securities owned by the Locked-Up Shareholder on the date of the Voting Support Agreements;
•: not (i) exercise any securityholder rights or remedies available at common law or pursuant to applicable securities legislation; or (ii) take any other action of any kind, in each case which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the transactions contemplated by the Arrangement Agreement; and
•: not make any public announcement or statement with respect to the transactions contemplated by the Voting Support Agreements or pursuant to the Arrangement Agreement without the prior written approval of Kinross.

Each Voting Support Agreement shall be terminated and be of no further force or effect upon the earliest of:

•: the written agreement of Kinross and the Locked-Up Shareholder;
•: the termination of the Arrangement Agreement in accordance with its terms;
•: written notice by the Locked-Up Shareholder if: (a) Kinross has not complied in all material respects with its covenant to use its reasonable commercial efforts to assist Red Back in effecting the Arrangement and to successfully complete the Arrangement in the manner contemplated by the Voting Support Agreement and the Arrangement Agreement; (b) Kinross, without the prior written consent of the Locked-Up Shareholder, decreases the amount of the Consideration; or (c) Kinross, without the prior written consent of the Locked-Up Shareholder, otherwise varies the terms of the Arrangement Agreement in a manner that is materially adverse to the Locked-Up Shareholder;
•: the completion of the transactions contemplated by the Arrangement Agreement;
•: the Effective Time; or
•: the Outside Date.

Regulatory Matters

Competition Act

The Competition Act requires a pre-merger notification to the Commissioner for certain transactions that exceed certain financial thresholds and, in the case of share acquisitions, that exceed an additional voting interest threshold. Specifically, pre-merger notification is generally required for share acquisitions where the parties and their affiliates, in the aggregate, have assets in Canada, or annual gross revenues from sales in, from or into Canada, in excess of Cdn.$400 million, and the value of the assets in Canada of the corporation and its affiliates being acquired, or the annual gross revenues from sales in or from Canada generated from such assets, exceeds Cdn.$70 million. In the case of an acquisition of voting shares of a corporation that has publicly-traded voting shares, the transaction must also result in the acquiror, or acquirors, together with its or their affiliates, owning voting shares which carry more than 20% of the outstanding votes attached to all outstanding voting shares of the corporation (or more than 50% if the acquiror(s) already hold(s) 20% or more).

Subject to certain exceptions, the parties to a notifiable transaction under Part IX of the Competition Act cannot complete their transaction until they have submitted a pre-merger notification filing that contains the prescribed information to the Commissioner and the applicable waiting period has expired or been terminated by the Commissioner.

Alternatively, or in addition to filing a pre-merger notification, an advance ruling certificate may be requested. An advance ruling certificate may be issued by the Commissioner where she is satisfied that she does not have sufficient grounds on which to apply to the Competition Tribunal under the merger provisions of the Competition Act to challenge the proposed transaction. If the Commissioner issues an advance ruling certificate in respect of a proposed transaction, that transaction is exempt from the pre-merger notification requirement. In addition, if the transaction to which the advance ruling certificate relates is substantially completed within one year after the advance ruling certificate is issued, the Commissioner cannot seek an order of the Competition Tribunal under the merger provisions of the Competition Act in respect of the transaction solely on the basis of information that is the same or substantially the same as the information on the basis of which the advance ruling certificate was issued. Accordingly, advance ruling certificates are generally issued in respect of transactions that raise minimal substantive competition law issues. Where an advance ruling certificate is requested but the Commissioner declines to issue an advance ruling certificate, the Commissioner may instead issue a No-Action Letter indicating that she is of the view that grounds do not then exist to initiate proceedings before the Competition Tribunal under the merger provisions of the Competition Act with respect to the proposed transaction, while preserving during the one year period following completion of the proposed transaction her authority to so initiate proceedings should circumstances change. Where a No-Action Letter is issued in circumstances where a pre-merger notification filing has not also been made, the Commissioner will typically waive the obligation to comply with the statutory waiting period in conjunction with issuing the "no action" letter.

The acquisition of Red Back Shares pursuant to the Arrangement requires pre-merger notification under the Competition Act. Kinross has submitted a request to the Commissioner seeking to obtain an advance ruling certificate or, if an advance ruling certificate is not available, a No-Action Letter, in respect of the Arrangement.

On August 10, 2010, Kinross was informed by the Competition Bureau that its review of the Arrangement has been designated as non-complex within the meaning of the Competition Bureau's Fee and Service Standards Handbook. Non-complex transactions are associated with an estimated (though not binding) review period of a maximum of 14 days. Accordingly, Kinross is hopeful that Competition Act Approval will be obtained on or before August 24, 2010. It is a condition to completion of the Arrangement that Competition Act Approval has been obtained.

Foreign Antitrust Clearances

Kinross and Red Back have concluded that no Foreign Antitrust Clearances are required.

Approvals

Red Back Shareholder Approval

Subject to the Interim Order, the Arrangement Resolution must be approved by at least two-thirds of the votes cast by Red Back Shareholders, voting as a single class present in person or represented by proxy, at the Red Back Meeting.

Kinross Shareholder Approval

Kinross Shares would be issuable in the event that all of the Warrants are exercised prior to the expiry date of the Warrants. Pursuant to the listing rules of both the TSX and the NYSE, a listed company is generally required to obtain shareholder approval in connection with an acquisition transaction where the number of securities issued or issuable in payment of the purchase price for the acquisition exceeds 25% (in the case of the TSX) and 20% (in the case of the NYSE) of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction. In order for the acquisition of Red Back to be completed, the Share Issuance Resolution must be approved by a simple majority (50% plus one vote) of votes cast at the Meeting by Shareholders, present in person or by proxy.

Court Approval

The CBCA requires that Red Back obtain the approval of the Court in respect of the Arrangement.

On August 13, 2010, Red Back obtained the Interim Order which provides for the calling and holding of the Red Back Meeting and other procedural matters, and filed a Notice of Hearing of Petition for the Final Order to approve the Arrangement. Copies of the Interim Order and the Notice of Hearing of Petition are attached as Schedule D and E, respectively, to the Red Back Circular.

The Court hearing in respect of the Final Order is expected to take place at 9:45 a.m. (Vancouver time) on September 16, 2010, or as soon thereafter as counsel for Red Back may be heard, subject to the approval of the Arrangement Resolution at the Red Back Meeting. At the hearing, the Court will consider, among other things, the fairness of the terms and conditions of the Arrangement and the rights and interests of every person affected. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. Prior to the hearing on the Final Order, the Court will be informed that the Final Order will also constitute the basis for an exemption from registration under the U.S. Securities Act for the Kinross Shares and Warrants to be issued in the Arrangement to holders of the Red Back Shares pursuant to Section 3(a)(10) of the U.S. Securities Act. Under the terms of the Interim Order, each Red Back Shareholder, as well as creditors of Red Back, will have the right to appear and make submissions at the application for the Final Order. There can be no assurance that the Court will approve the Arrangement.

Dissenting Shareholder Rights

Under applicable Canadian law, Kinross Shareholders are not entitled to dissent rights with respect to the Share Issuance Resolution. Any registered Red Back Shareholder who properly dissents from the Arrangement Resolution in accordance with the CBCA will be entitled, in the event the transaction becomes effective, to be paid by Kinross in accordance with the terms of the Plan of Arrangement, the fair value of the Red Back Shares held by the dissenting shareholder.

Issuance and Resale of Consideration Shares and Warrants

The Kinross Shares and the Warrants to be issued pursuant to the Arrangement, and the Warrant Shares issuable upon the exercise of the Warrants, have not been, and will not be registered under the U.S. Securities Act or the securities laws of any other jurisdiction. The Kinross Shares and the Warrants to be issued in the Arrangement will be issued pursuant to an exemption from the prospectus requirements of Canadian securities law and pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act, based on the approval of the Plan of Arrangement by the Court.

Section 3(a)(10) of the U.S. Securities Act exempts securities issued in connection with a securities exchange transaction from the registration requirements of the Act where the fairness of the terms and conditions of the issuance and exchange of the securities have been approved by any court or authorized governmental entity, after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom the securities will be issued have the right to appear and to whom adequate notice of the

hearing has been given. The Final Order is required for the Arrangement to become effective, and the Court will be advised that if the terms and conditions of the Arrangement are approved by the Court pursuant to the Final Order, the Kinross Shares and the Warrants issuable under the Arrangement will not require registration under the U.S. Securities Act, pursuant to Section 3(a)(10) thereof. Therefore, if the Court approves the Plan of Arrangement, its approval will constitute the basis for the Kinross Shares and the Warrants to be issued without registration under the U.S. Securities Act.

The Warrants may not be exercised by any holder during the 40-day period following the Effective Date. Thereafter, the Warrants may be exercised by any holder who is neither in the United States nor a U.S. Person. Holders of Warrants will be required to certify, upon the exercise of any Warrants, that they are neither in the United States nor a U.S. Person. Although holders of Warrants who are in the United States, or who are U.S. Persons, will not be permitted to exercise the Warrants, non-affiliates of Kinross generally may sell their Warrants, without restriction, including through the facilities of the TSX.

Persons who are not "affiliates" of Kinross after the Arrangement and have not been "affiliates" of Kinross in the 90 day period prior to the Arrangement may resell the Kinross Shares and the Warrants that they receive in connection with the Arrangement in the United States without restriction under the U.S. Securities Act. As defined in Rule 144 under the U.S. Securities Act, an "affiliate" of an issuer is a person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the issuer and may include certain officers and directors of such issuer as well as principal shareholders of such issuer.

Kinross Shares and Warrants received by a holder who will be an "affiliate" of Kinross after the Arrangement or was an "affiliate" of Kinross within 90 days prior to the Arrangement will be subject to certain restrictions on resale imposed by the U.S. Securities Act. Such persons may not sell the Kinross Shares and the Warrants that they receive in connection with the Arrangement in the absence of registration under the U.S. Securities Act or an exemption from registration, if available, such as the exemptions and safe harbours contained in Rule 144 under the U.S. Securities Act or Rule 903 of Regulation S of the U.S. Securities Act.

Affiliates — Rule 144. In general, under Rule 144 under the U.S. Securities Act, persons who are affiliates of Kinross after the Arrangement will be entitled to sell in the United States, during any three-month period, a portion of the Kinross Shares and the Warrants that they receive in connection with the Arrangement, provided that the number of such Kinross Shares and Warrants sold, as the case may be, does not exceed the greater of one percent of the then outstanding securities of such class or, if such securities are listed on a United States securities exchange, the average weekly trading volume of such securities during the four-week period preceding the date of sale, subject to specified restrictions on manner of sale, notice requirements, aggregation rules and the availability of current public information about Kinross. Persons who are affiliates of Kinross after the Arrangement will continue to be subject to the resale restrictions described in this paragraph for so long as they continue to be affiliates of Kinross.

Directors and Officers — Regulation S. In general, under Regulation S of the U.S. Securities Act, persons who are affiliates of Kinross solely by virtue of their status as an officer or director of Kinross may sell Kinross Shares and Warrants outside the United States in an "offshore transaction" (which would include a sale through the TSX, if applicable) if neither the seller nor any person acting on its behalf engages in "directed selling efforts" in the United States and no selling commission, fee or other remuneration is paid in connection with such sale other than a usual and customary broker's commission. For purposes of Regulation S of the U.S. Securities Act, "directed selling efforts" means "any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered" in the sale transaction. Certain additional restrictions are applicable to a holder of the Kinross Shares and Warrants who is an affiliate of Kinross after the Arrangement other than by virtue of his or her status as an officer or director of Kinross.

THE ARRANGEMENT AGREEMENT

General

At the Effective Time of the Arrangement, upon the terms and subject to the conditions of the Arrangement Agreement and in accordance with the Plan of Arrangement, among other things, Kinross will acquire all of the Red Back Shares and Red Back will become a wholly-owned subsidiary of Kinross. The Arrangement Agreement and Plan of Arrangement provide that Kinross will acquire each outstanding Red Back Share (other than those held by Kinross or by Red Back Shareholders who properly exercise their dissent rights) in exchange for the Consideration.

The Plan of Arrangement, which is deemed part of the Arrangement Agreement, provides that at the Effective Time, a series of events shall occur without any further act or formality thereby giving effect to the transactions contemplated by the Arrangement.

Conditions

Mutual Conditions Precedent

The obligations of Kinross and Red Back to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of Kinross and Red Back:

•: the Arrangement Resolution shall have been approved and adopted by the Red Back Shareholders at the Red Back Meeting in accordance with the Interim Order;
•: the Interim Order and the Final Order shall each have been obtained on terms consistent with the Arrangement Agreement, and shall not have been set aside or modified in a manner unacceptable to Red Back and Kinross, acting reasonably, on appeal or otherwise;
•: Kinross Shareholder Approval shall have been obtained;
•: no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement;
•: the Kinross Shares and Warrants to be issued pursuant to the Arrangement shall either be (a) exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; or (ii) be registered pursuant to an effective registration statement under the U.S. Securities Act; provided, however, that Red Back shall not be entitled to the benefit of this condition, and shall be deemed to have waived such condition, in the event that Red Back fails to advise the Court prior to the hearing in respect of the Final Order that Kinross intends to rely on the exemption from registration afforded by Section 3(a)(10) of the U.S. Securities Act based on the Court's approval of the Arrangement;
•: Competition Act Approval and, if applicable, any Foreign Antitrust Clearance shall have been obtained; and
•: the Arrangement Agreement shall not have been terminated.

Additional Conditions Precedent to the Obligations of Kinross

The obligation of Kinross to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of Kinross and may be waived by Kinross):

•: all covenants of Red Back under the Arrangement Agreement to be performed on or before the Effective Time which have not been waived by Kinross shall have been duly performed by Red Back in all material respects and Kinross shall have received a certificate of Red Back addressed to Kinross and dated the

Effective Date, signed on behalf of Red Back by two senior executive officers of Red Back (on Red Back's behalf and without personal liability), confirming the same as at the Effective Time;

•

the representations and warranties of Red Back set forth in the Arrangement Agreement shall be true and correct in all respects, without regard to any materiality or Red Back Material Adverse Effect qualifications contained in them as of the Effective Time, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have a Red Back Material Adverse Effect, provided that the representations and warranties of Red Back with respect to properties and mineral rights and in respect of corrupt practices legislation shall be true and correct in all material respects as of the Effective Time, and Kinross shall have received a certificate of Red Back addressed to Kinross and dated the Effective Date, signed on behalf of Red Back by two senior executive officers of Red Back (on Red Back's behalf and without personal liability), confirming the same as at the Effective Time;

•

there shall not be pending or threatened in writing any suit, action or proceeding by any Governmental Entity or any other person that would reasonably be expected to:

•: prohibit or restrict the acquisition by Kinross of any Red Back Shares, restrain or prohibit the consummation of the Arrangement or a person obtaining from Red Back or Kinross any material damages directly or indirectly in connection with the Arrangement;
•: prohibit or materially limit the ownership by Kinross of Red Back or any material portion of its business; or
•: impose limitations on the ability of Kinross to acquire or hold, or exercise full rights of ownership of, any Red Back Shares, including the right to vote the Red Back Shares to be acquired by it on all matters properly presented to the Red Back Shareholders;

•

no material change in the government or governing regime (either the executive or legislative branch) shall have taken place in any jurisdiction in which Red Back has any material operations;

•

there shall not have occurred a Red Back Material Adverse Effect that has not been publicly disclosed by Red Back prior to the date of the Arrangement Agreement or disclosed to Kinross in writing prior to the date of the Arrangement Agreement, and since the date of the Arrangement Agreement, there shall not have occurred a Red Back Material Adverse Effect, and Kinross shall have received a certificate signed on behalf of Red Back by the chief executive officer and the chief financial officer of Red Back (on Red Back's behalf and without personal liability) to such effect;

•

the Key Third Party Consent shall have been obtained (which consent has been obtained);

•

each of the Key Voting Agreements shall be in full force and effect and there shall not have occurred any material non-fulfilment or breach of any covenant or agreement, or any misrepresentation or any incorrectness in or any breach of any material representation or warranty, contained in a Voting Support Agreement on the part of a Locked-up Shareholder; and

•

holders of no more than 5% of the Red Back Shares shall have exercised dissent rights.

Additional Conditions Precedent to the Obligations of Red Back

The obligation of Red Back to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of Red Back and may be waived by Red Back):

•: all covenants of Kinross under the Arrangement Agreement to be performed on or before the Effective Time which have not been waived by Red Back shall have been duly performed by Kinross in all material respects and Red Back shall have received a certificate of Kinross, addressed to Red Back and dated the

Effective Date, signed on behalf of Kinross by two of its senior executive officers (on Kinross' behalf and without personal liability), confirming the same as of the Effective Date;

•: the representations and warranties of Kinross set forth in the Arrangement Agreement shall be true and correct in all respects, without regard to any materiality or Kinross Material Adverse Effect qualifications contained in them as of the Effective Time, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have a Kinross Material Adverse Effect, provided that the representations and warranties of Kinross in respect of corrupt practices legislation shall be true and correct in all material respects as of the Effective Time, and Red Back shall have received a certificate signed on behalf of Kinross by two senior executive officers of Kinross (on Kinross' behalf and without personal liability) to this effect;
•: Kinross shall have complied with its obligations in respect of the payment of the Consideration and the Depositary shall have confirmed receipt of the Consideration and funds contemplated thereby;
•: there shall not have occurred a Kinross Material Adverse Effect that has not been publicly disclosed by Kinross prior to the date of the Arrangement Agreement or disclosed to Red Back in writing prior to the date of the Arrangement Agreement, and since the date of the Arrangement Agreement, there shall not have occurred a Kinross Material Adverse Effect, and Red Back shall have received a certificate signed on behalf of Kinross by the chief executive officer and the chief financial officer of Kinross (on Kinross' behalf and without personal liability) to such effect;
•: Kinross shall have delivered evidence satisfactory to Red Back, acting reasonably, of the approval of the listing and posting for trading on the TSX and NYSE of the Consideration Shares, Warrant Shares and Option Shares and the approval and posting for trading on the TSX of the Warrants, subject only in each case to the satisfaction of the customary listing conditions of the TSX and NYSE, as the case may be; and
•: the distribution of the Consideration Shares and the Warrants shall be exempt from the prospectus requirements of Canadian securities laws and shall either be (a) exempt from the registration requirements of the U.S. Securities Act, or (b) registered pursuant to an effective registration statement under the U.S. Securities Act; and: (i) there shall be no resale restrictions on the Consideration Shares and the Warrants under securities laws in Canada, except in respect of those holders who are subject to restrictions on resale as a result of being a "control person" under securities laws in Canada; and (ii) the Consideration Shares and the Warrants shall not be "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act.

Representations and Warranties

The Arrangement Agreement contains a number of customary representations and warranties of Kinross and Red Back relating to, among other things, corporate status; capitalization; and the corporate authorization and enforceability of, and board approval of, the Arrangement Agreement and the Arrangement. The representations and warranties also address various matters relating to the business, operations and properties of each of the parties and their respective subsidiaries, including, accuracy of financial statements; absence of undisclosed liabilities; absence of any Red Back Material Adverse Effect and certain other changes or events since December 31, 2009; absence of any undisclosed litigation or other actions which if determined adversely would reasonably be expected to have a Red Back Material Adverse Effect; employment matters; pension matters; tax matters; compliance with laws; insurance; environmental matters; mineral resources; interest in mineral rights; restrictions on business activities; stock exchange compliance; no expropriation; no conflict; reporting issuer status; brokers; operational matters; non-arm's length transactions; books and records; and reports.

Covenants

Conduct of the Business of Red Back

Red Back covenants and agrees in the Arrangement Agreement that prior to the Effective Date, unless Kinross shall otherwise agree in writing or as otherwise contemplated or permitted by the Arrangement Agreement, Red Back shall, and shall cause each of its subsidiaries to, conduct its and their respective business only in, not take any action except in, and maintain their respective facilities in, the ordinary course of business consistent with past practice and to use commercially reasonable efforts to preserve intact its and their present business organization and goodwill, to preserve intact Red Back and its property and mineral rights, to keep available the services of its officers and employees as a group and to maintain satisfactory relationships consistent with past practice with suppliers, distributors, employees, Governmental Entities and others having business relationships with them, provided that, Kinross shall not unreasonably withhold its consent for the disposition or transfer of a non-material property.

Red Back shall provide Kinross with prompt written notice of: (a) any change (or any condition, event, circumstance or development involving a prospective change) in the business, assets, operations, capitalization, condition (financial or otherwise), prospects, share or debt ownership, results of operations, cash flows, properties (including, with respect to any material property and mineral rights) articles, by-laws, licenses, permits (including Authorizations), rights, or privileges, whether contractual or otherwise, or liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), of Red Back or any of its subsidiaries which, when considered either individually or in the aggregate, has resulted in or would reasonably be expected to result in a Red Back Material Adverse Effect; (b) the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would or would be likely to (x) cause any of the representations of Red Back contained in the Arrangement Agreement to be untrue or inaccurate (without giving effect to, applying or taking into consideration any materiality or Red Back Material Adverse Effect qualification already contained within such representation or warranty) in any material respect; or (y) result in the failure in any material respect of Red Back to comply with or satisfy any covenant, condition or agreement (without giving effect to, applying or taking into consideration qualifications already contained in such covenant, condition or agreement) to be complied with or satisfied prior to the Effective Time.

Other Covenants

Each of Kinross and Red Back has also agreed in the Arrangement Agreement to co-operate and use their reasonable best efforts in good faith to take, or cause to be taken, all reasonable actions, including the preparation of any applications for appropriate Regulatory Approvals (including Competition Act Approval) and other orders, registrations, consents, filings, circulars and approvals and the preparation of any required documents, in each case as reasonably necessary to discharge their respective obligations under the Arrangement Agreement and the Arrangement, and to complete any of the transactions contemplated by the Arrangement Agreement, including their obligations under applicable securities laws.

Red Back Covenants Regarding Non-Solicitation

The Arrangement Agreement contains certain "non-solicitation" provisions pursuant to which Red Back has agreed that it will not, directly or indirectly, through any officer, director, employee, advisor, representative agent or otherwise:

•: make, solicit, assist, initiate, encourage or otherwise facilitate any inquiries, proposals or offers from any other person (including any of its officers or employees) relating to any Acquisition Proposal, or furnish to any person any information with respect to, or otherwise co-operate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any person to do or seek to do any of the foregoing;
•: engage in any discussions or negotiations regarding, or provide any information with respect to, or otherwise co-operate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to make or complete any Acquisition Proposal, provided that, for greater

certainty, Red Back may advise any person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the Red Back Board has so determined;

•: withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to Kinross, the approval or recommendation of the Red Back Board or any committee thereof of the Arrangement Agreement or the Arrangement;
•: approve, recommend, or remain neutral with respect to, or propose publicly to approve, recommend, or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal in respect of which a confidentiality agreement has been executed in accordance with Section 7.1(d) of the Arrangement Agreement shall not be considered a violation of this provision); or
•: accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal.

The Arrangement Agreement provides that, notwithstanding the foregoing restrictions, nothing shall prevent the Red Back Board from, and the Red Back Board shall be permitted to engage in discussions or negotiations with, or respond to enquiries from any person that has made a bona fide unsolicited written Acquisition Proposal that the Red Back Board has determined constitutes or could reasonably be expected to result in a Superior Proposal, or provide information pursuant to the Arrangement Agreement to, any person in response to an Acquisition Proposal by any such person provided that the requirements of the Arrangement Agreement are met.

Red Back shall immediately cease and cause to be terminated any existing discussions or negotiations with any person (other than Kinross) with respect to any potential Acquisition Proposal and, in connection therewith, Red Back will discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible request the return or destruction of all confidential information provided in connection therewith to the extent such information has not already been returned or destroyed. Red Back agrees not to release any third party from any confidentiality, non-solicitation or standstill agreement to which such third party is a party, or terminate, modify, amend or waive the terms thereof and Red Back undertakes to enforce, or cause its subsidiaries to enforce, all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it or any of its subsidiaries have entered into prior to the date of the Arrangement Agreement or enter into after the date of the Arrangement Agreement.

From and after the date of the Arrangement Agreement, Red Back shall immediately provide notice to Kinross of any unsolicited bona fide Acquisition Proposal or any proposal, inquiry or offer that could lead to an Acquisition Proposal or any amendments to the foregoing or any request for non-public information relating to Red Back or any of its subsidiaries in connection with such an Acquisition Proposal or for access to the properties, books or records of Red Back or any subsidiary by any person that informs Red Back, any member of the Red Back Board or any subsidiary that it is considering making, or has made, an Acquisition Proposal. Such notice to Kinross shall be made, from time to time, first immediately orally and then promptly (and in any event within 24 hours) in writing and shall indicate the identity of the person making such proposal, inquiry or contact, all material terms thereof and such other details of the proposal, inquiry or contact known to Red Back and shall include copies of any such proposal, inquiry, offer or request or any amendment to any of the foregoing. Red Back shall keep Kinross promptly and fully informed of the status, including any change to the material terms, of any such Acquisition Proposal, offer, inquiry or request and will respond promptly to all inquiries by Kinross with respect thereto.

If the Red Back Board receives a request for material non-public information from a person who proposes to Red Back an unsolicited bona fide written Acquisition Proposal and the Red Back Board determines that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, and in the opinion of the Red Back Board, acting in good faith on advice from their outside legal advisors, the failure to provide such party with access to information of Red Back or its subsidiaries would be inconsistent with the

fiduciary duties of the Red Back Board, then, and only in such case, Red Back may provide such person with access to information regarding Red Back and its subsidiaries, subject to the execution of a confidentiality and standstill agreement which is customary in such situations and which, in any event and taken as a whole, is no less favourable to Red Back than the Red Back Confidentiality Agreement; provided that Red Back sends a copy of any such confidentiality and standstill agreement to Kinross promptly upon its execution and Kinross is provided with a list of, and, at the request of Kinross, copies of, the information provided to such person and is immediately provided with access to similar information to which such person was provided.

Red Back agrees that it will not enter into any Proposed Agreement, other than a confidentiality and standstill agreement as contemplated in the preceding paragraph, with any person providing for or to facilitate an Acquisition Proposal, unless:

•: the Red Back Board determines that the Acquisition Proposal constitutes a Superior Proposal;
•: the Red Back Meeting has not occurred;
•: Red Back has complied with the non-solicitation restrictions in the Arrangement Agreement;
•: Red Back has provided Kinross with a notice in writing that there is a Superior Proposal together with all documentation related to and detailing the Superior Proposal, including a copy of any Proposed Agreement relating to such Superior Proposal, and a written notice from the Red Back Board regarding the value in financial terms that the Red Back Board has in consultation with its financial advisors determined should be ascribed to any non-cash consideration offered under the Superior Proposal, such documents to be so provided to Kinross not less than five business days prior to the proposed acceptance, approval, recommendation or execution of any such Proposed Agreement by Red Back;
•: five business days shall have elapsed from the date Kinross received the notice and documentation referred to in the immediately preceding paragraph from Red Back and, if Kinross has proposed to amend the terms of the Arrangement in accordance with the Arrangement Agreement, the Red Back Board shall have determined in good faith after consultation with its financial advisors and outside legal counsel that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Arrangement by Kinross;
•: Red Back concurrently terminates the Arrangement Agreement; and
•: Red Back has previously, or concurrently will have, paid to Kinross the Red Back Termination Fee.

Kinross Opportunity to Match

Pursuant to the Arrangement Agreement, Red Back has acknowledged and agreed that, during the five business day period referred to above or such longer period as Red Back may approve for such purpose, Kinross shall have the opportunity, but not the obligation, to propose to amend the terms of the Arrangement Agreement and the Arrangement and Red Back shall co-operate with Kinross with respect thereto, including negotiating in good faith with Kinross to enable Red Back to make such adjustments to the terms and conditions of the Arrangement Agreement and the Arrangement as Red Back deems appropriate and as would enable Kinross to proceed with the Arrangement and any related transaction on such adjusted terms. The Red Back Board will review any proposal by Kinross to amend the terms of the Arrangement in order to determine, in good faith in the exercise of its fiduciary duties, whether Kinross' proposal to amend the Arrangement would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendment to the terms of the Arrangement.

The Red Back Board shall promptly reaffirm its recommendation of the Arrangement by press release after: (a) any Acquisition Proposal which the Red Back Board determines not to be a Superior Proposal is publicly announced or made; or (b) the Red Back Board determines that a proposed amendment to the terms of the Arrangement would result in the Acquisition Proposal which has been publicly announced or made not being a Superior Proposal, and Kinross has so amended the terms of the Arrangement. Kinross and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press

release, recognizing that whether or not such comments are appropriate will be determined by Red Back, acting reasonably.

Nothing in the Arrangement Agreement shall prevent the Red Back Board from responding through a directors' circular or otherwise as required by applicable securities laws to an Acquisition Proposal that it determines is not a Superior Proposal, or from withdrawing, modifying or changing its recommendation as a result of Kinross having suffered a Kinross Material Adverse Effect. Further, nothing in the Arrangement Agreement shall prevent the Red Back Board from making any disclosure to the securityholders of Red Back if the Red Back Board, acting in good faith and upon the advice of its legal advisors, shall have first determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Red Back Board or such disclosure is otherwise required under applicable law, provided, however, that, notwithstanding the Red Back Board shall be permitted to make such disclosure, the Red Back Board shall not be permitted to make a Red Back Change in Recommendation, other than as permitted by the terms of the Arrangement Agreement. Kinross and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such disclosure, recognizing that whether or not such comments are appropriate will be determined by Red Back, acting reasonably.

Kinross Covenants Regarding Non-Solicitation

The Arrangement Agreement contains certain "non-solicitation" provisions pursuant to which Kinross has agreed that it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise:

•: make, solicit, assist, initiate, encourage or otherwise facilitate any inquiries, proposals or offers from any other person (including any of its officers or employees) relating to any Acquisition Proposal for Kinross, or furnish to any person any information with respect to, or otherwise co-operate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any person to do or seek to do any of the foregoing;
•: engage in any discussions or negotiations regarding, or provide any information with respect to, or otherwise co-operate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to make or complete any Acquisition Proposal for Kinross;
•: withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to Red Back, the approval or recommendation of the Board or any committee thereof of the Arrangement Agreement or the Arrangement;
•: approve, recommend, or remain neutral with respect to, or propose publicly to approve, recommend, or remain neutral with respect to, any Acquisition Proposal involving Kinross (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal in respect of which a confidentiality agreement has been executed in accordance with Section 7.2(d) of the Arrangement Agreement shall not be considered a violation of this provision); or
•: accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal involving Kinross.

The Arrangement Agreement provides that, notwithstanding the foregoing restrictions, nothing shall prevent the Board from, and the Board shall be permitted to engage in discussions or negotiations with, or respond to enquiries from any person that has made a bona fide unsolicited written Acquisition Proposal that the Board has determined constitutes or could reasonably be expected to result in a Superior Proposal, or provide information pursuant to Section 7.2(d) of the Arrangement Agreement to any person where the requirements of that section are met.

Kinross shall immediately cease and cause to be terminated any existing discussions or negotiations with any person (other than Red Back) with respect to any potential Acquisition Proposal and, in connection therewith, Kinross will discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible request the

return or destruction of all confidential information provided in connection therewith to the extent such information has not already been returned or destroyed. Kinross agrees not to release any third party from any confidentiality, non-solicitation or standstill agreement to which such third party is a party, or terminate, modify, amend or waive the terms thereof and Kinross undertakes to enforce, or cause its subsidiaries to enforce, all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it or any of its subsidiaries have entered into prior to the date hereof or enter into after the date hereof.

From and after the date of the Arrangement Agreement, Kinross shall immediately provide notice to Red Back of any unsolicited bona fide Acquisition Proposal or any proposal, inquiry or offer that could lead to an Acquisition Proposal or any amendments to the foregoing or any request for non-public information relating to Kinross or any of its subsidiaries in connection with such an Acquisition Proposal or for access to the properties, books or records of Kinross or any subsidiary by any person that informs Kinross, any member of the Board or any subsidiary that it is considering making, or has made, an Acquisition Proposal. Such notice to Red Back shall be made, from time to time, first immediately orally and then promptly (and in any event within 24 hours) in writing and shall indicate the identity of the person making such proposal, inquiry or contact, all material terms thereof and such other details of the proposal, inquiry or contact known to Kinross and shall include copies of any such proposal, inquiry, offer or request or any amendment to any of the foregoing. Kinross shall keep Red Back promptly and fully informed of the status, including any change to the material terms, of any such Acquisition Proposal, offer, inquiry or request and will respond promptly to all inquiries by Red Back with respect thereto.

If the Board receives a request for material non-public information from a person who proposes to Kinross an unsolicited bona fide written Acquisition Proposal and the Board determines that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, and in the opinion of the Board, acting in good faith on advice from their outside legal advisors, the failure to provide such party with access to information of Kinross or its subsidiaries would be inconsistent with the fiduciary duties of the Board, then, and only in such case, Kinross may provide such person with access to information regarding Kinross and its subsidiaries, subject to the execution of a confidentiality and standstill agreement which is customary in such situations and which, in any event and taken as a whole, is no less favourable to Kinross than the confidentiality and standstill provisions contained in the Kinross Confidentiality Agreement; provided that Kinross sends a copy of any such confidentiality and standstill agreement to Red Back promptly upon its execution and Red Back is provided with a list of, and, at the request of Red Back, copies of, the information provided to such person and is immediately provided with access to similar information to which such person was provided.

Kinross agrees that it will not enter into any Proposed Agreement, other than a confidentiality and standstill agreement as contemplated in the preceding paragraph, with any person providing for or to facilitate an Acquisition Proposal, unless:

•: the Board determines that the Acquisition Proposal constitutes a Superior Proposal;
•: the Meeting has not occurred;
•: Kinross has complied with the non-solicitation restrictions in the Arrangement Agreement;
•: Kinross has provided Red Back with a notice in writing that there is a Superior Proposal together with all documentation related to and detailing the Superior Proposal, including a copy of any Proposed Agreement relating to such Superior Proposal, and a written notice from the Board regarding the value in financial terms that the Board has in consultation with its financial advisors determined should be ascribed to any non-cash consideration offered under the Superior Proposal, such documents to be so provided to Red Back not less than five business days prior to the proposed acceptance, approval, recommendation or execution of any such Proposed Agreement by Kinross;
•: five business days shall have elapsed from the date Red Back received the notice and documentation referred to in the immediately preceding paragraph from Kinross and, if Red Back has proposed to amend the terms of the Arrangement in accordance with the Arrangement Agreement, the Board shall have determined in good faith after consultation with its financial advisors and outside legal counsel, that

the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Arrangement by Red Back;

•: Kinross concurrently terminates the Arrangement Agreement; and
•: Kinross has previously, or concurrently will have, paid to Red Back the Kinross Termination Fee.

Red Back Opportunity to Match

Pursuant to the Arrangement Agreement, Kinross has acknowledged and agreed that, during the five business day period referred to above or such longer period as Kinross may approve for such purpose, Red Back shall have the opportunity, but not the obligation, to propose to amend the terms of the Arrangement Agreement and the Arrangement and Kinross shall co-operate with Red Back with respect thereto, including negotiating in good faith with Red Back to enable Red Back to make such adjustments to the terms and conditions of the Arrangement Agreement and the Arrangement as Kinross deems appropriate and as would enable Kinross to proceed with the Arrangement and any related transaction on such adjusted terms. The Board will review any proposal by Red Back to amend the terms of the Arrangement in order to determine, in good faith in the exercise of its fiduciary duties, whether Red Back's proposal to amend the Arrangement would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendment to the terms of the Arrangement.

The Board shall promptly reaffirm its recommendation of the Arrangement by press release after: (a) any Acquisition Proposal which the Board determines not to be a Superior Proposal is publicly announced or made; or (b) the Board determines that a proposed amendment to the terms of the Arrangement would result in the Acquisition Proposal which has been publicly announced or made not being a Superior Proposal, and Red Back has so amended the terms of the Arrangement. Red Back and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release, recognizing that whether or not such comments are appropriate will be determined by Kinross, acting reasonably.

Nothing in the Arrangement Agreement shall prevent the Board from responding through a directors' circular or otherwise as required by applicable securities laws to an Acquisition Proposal that it determines is not a Superior Proposal, or from withdrawing, modifying or changing its recommendation as a result of Red Back having suffered a Red Back Material Adverse Effect. Further, nothing in the Arrangement Agreement shall prevent the Board from making any disclosure to the securityholders of Kinross if the Board, acting in good faith and upon the advice of its legal advisors, shall have first determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is otherwise required under applicable law, provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Kinross Change in Recommendation, other than as permitted by the terms of the Arrangement Agreement. Red Back and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such disclosure, recognizing that whether or not such comments are appropriate will be determined by Kinross, acting reasonably.

The Arrangement Agreement provides that, at any time following the date of the Arrangement Agreement and prior to the Effective Time, the Board may publicly accept or recommend that Shareholders accept and/or enter into a definitive agreement with respect to a Change of Control Proposal provided that:

(i): if the Change of Control Proposal is structured as a take-over bid, the date upon which any securities may be taken up by the offeror shall be after the Effective Date, and
(ii): if the Change of Control Proposal requires approval by Shareholders, the record date for any meeting of Shareholders that is required to be held to consider the Change of Control Proposal shall be after the Effective Date.

Termination

The Arrangement Agreement may be terminated at any time prior to the Effective Time (notwithstanding Kinross Shareholder Approval or any approval of the Arrangement Agreement or the Arrangement Resolution by the Red Back Shareholders and/or by the Court, as applicable):

•

by mutual written agreement of Red Back and Kinross;

•

by either Red Back or Kinross, if:

•: the Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate the Arrangement Agreement under this provision shall not be available to any party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under the Arrangement Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur by such Outside Date;
•: after the date of the Arrangement Agreement, there shall be enacted or made any applicable law that makes consummation of the Arrangement illegal or otherwise prohibited or enjoins Red Back or Kinross from consummating the Arrangement and such applicable law or enjoinment shall have become final and non-appealable;
•: Red Back Shareholder Approval shall not have been obtained at the Red Back Meeting in accordance with the Interim Order; or
•: Kinross Shareholder Approval shall not have been obtained at the Meeting;

•

by Kinross, if:

•: prior to the Effective Time, (1) the Red Back Board fails to recommend or withdraws, amends, modifies or qualifies, in a manner adverse to Kinross or fails to publicly reaffirm its recommendation of the Arrangement within three calendar days (and in any case prior to the Red Back Meeting) after having been requested in writing by Kinross to do so, in a manner adverse to Kinross (a "Red Back Change in Recommendation"); (2) the Red Back Board or a committee thereof shall have approved or recommended any Acquisition Proposal; or (3) Red Back shall have breached the non-solicitation provisions of the Arrangement Agreement in any material respect;
•: a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Red Back set forth in the Arrangement Agreement shall have occurred that would cause the conditions which are for the benefit of Kinross not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date, as reasonably determined by Kinross and provided that Kinross is not then in breach of the Arrangement Agreement so as to cause any such conditions not to be satisfied;
•: Kinross has been notified in writing by Red Back of a Proposed Agreement in accordance with the terms of the Arrangement Agreement, and either: (i) Kinross does not deliver an amended Arrangement proposal within five business days of delivery of the Proposed Agreement to Kinross; or (ii) Kinross delivers an amended Arrangement proposal in accordance with the terms of the Arrangement Agreement but the Red Back Board determines, acting in good faith and in the proper discharge of its fiduciary duties, that the Acquisition Proposal provided in the Proposed Agreement continues to be a Superior Proposal in comparison to the amended Arrangement of Kinross; or
•: it wishes to enter into a binding written agreement with respect to a Superior Proposal (other than a non-disclosure and standstill agreement permitted by the Arrangement Agreement), subject to compliance with the terms of the Arrangement Agreement in all material respects and provided that no termination under this provision shall be effective unless and until Kinross shall have paid to Red Back the amount required to be paid as described below under "Termination and Expense Fees".

•

by Red Back, if

•: prior to the Effective Time: (1) the Board fails to recommend or withdraws, amends, modifies or qualifies, in a manner adverse to Red Back or fails to publicly reaffirm its recommendation of the Arrangement within three calendar days (and in any case prior to the Kinross Meeting) after having been requested in writing by Red Back to do so, in a manner adverse to Red Back (a "Kinross Change in Recommendation"); (2) the Board or a committee thereof shall have approved or recommended any Acquisition Proposal; or (3) Kinross shall have breached the non-solicitation provisions of the Arrangement Agreement in any material respect;
•: a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Kinross set forth in the Arrangement Agreement shall have occurred that would cause the conditions which are for the benefit of Red Back not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date as reasonably determined by Red Back and provided that Red Back is not then in breach of the Arrangement Agreement so as to cause any such conditions not to be satisfied;
•: Red Back has been notified in writing by Kinross of a Proposed Agreement, and either: (i) Red Back does not deliver an amended Arrangement proposal within five business days of delivery of the Proposed Agreement to Red Back; or (ii) Red Back delivers an amended Arrangement pursuant to its right to match contained in the Arrangement Agreement but the Board determines, acting in good faith and in the proper discharge of its fiduciary duties, that the Acquisition Proposal provided in the Proposed Agreement continues to be a Superior Proposal in comparison to the amended Arrangement terms offered by Red Back; or
•: it wishes to enter into a binding written agreement with respect to a Superior Proposal (other than a non-disclosure and standstill agreement permitted by the Arrangement Agreement), subject to compliance with the terms of the Arrangement Agreement in all material respects and provided that no termination under this provision shall be effective unless and until Red Back shall have paid to Kinross the amount required to be paid as described below under "Termination and Expense Fees".

Termination and Expense Fees

The Arrangement Agreement provides that Red Back will pay the Red Back Termination Fee to Kinross if a Red Back Termination Fee Event occurs. "Red Back Termination Fee Event" means the termination of the Arrangement Agreement:

•: by Kinross (1) if there is a Red Back Change in Recommendation (but not including a termination by Kinross in circumstances where the Red Back Change in Recommendation resulted from the occurrence of a Kinross Material Adverse Effect); or (2) Kinross has been notified in writing by Red Back of a Proposed Agreement in accordance with the terms of the Arrangement Agreement, and either: (i) Kinross does not deliver an amended Arrangement proposal within five Business Days of delivery of the Proposed Agreement to Kinross; or (ii) Kinross delivers an amended Arrangement proposal in accordance with the terms of the Arrangement Agreement but the Red Back Board determines, acting in good faith and in the proper discharge of its fiduciary duties, that the Acquisition Proposal provided in the Proposed Agreement continues to be a Superior Proposal in comparison to the amended Arrangement of Kinross (Section 8.3(c)(i) of the Arrangement Agreement);
•: by Red Back if Red Back enters into a legally binding agreement with respect to a Superior Proposal (Section 8.3(c)(ii) of the Arrangement Agreement); or
•: by either party if (a) Red Back Shareholder Approval shall not have been obtained at the Red Back Meeting in accordance with the Interim Order, or (b) the Effective Time shall not have occurred on or before the Outside Date, but only if, in these termination events, (i) prior to such termination, a bona fide Acquisition Proposal for Red Back shall have been made or publicly announced by any Person other than Kinross and (ii) within twelve months following the date of such termination, Red Back or one or more of its subsidiaries (A) enters into a definitive agreement in respect of one or more Acquisition Proposals or

(B) there shall have been consummated one or more Acquisition Proposals for Red Back; provided that, Red Back shall be entitled to deduct from the Red Back Termination Fee an amount equal to the Red Back Expense Fee if any such fees were paid to Kinross (Section 8.3(c)(iii) of the Arrangement Agreement).

If a Red Back Termination Fee Event occurs, Red Back shall pay the Red Back Termination Fee to Kinross by wire transfer of immediately available funds, as follows:

•: if the Red Back Termination Fee is payable pursuant to Section 8.3(c)(iii) of the Arrangement Agreement, the Red Back Termination Fee shall be payable concurrently upon the earlier of the entering into of the applicable agreement referred to therein or upon the consummation of the Acquisition Proposal referred to therein, and any Red Back Expense Fee paid shall be credited towards payment of the Red Back Termination Fee;
•: if the Red Back Termination Fee is payable pursuant to Section 8.3(c)(i) of the Arrangement Agreement, the Red Back Termination Fee shall be payable within two (2) business days following such termination; or
•: if the Red Back Termination Fee is payable pursuant to Section 8.3(c)(ii) of the Arrangement Agreement, the Red Back Termination Fee shall be payable prior to or simultaneously with such termination.

For the purposes of the Arrangement Agreement, "Red Back Expense Fee Event" means the termination of the Arrangement Agreement:

•: by Kinross or Red Back if the Red Back Shareholder Approval shall not have been obtained at the Red Back Meeting in accordance with the Interim Order; or
•: by Kinross if Red Back has breached its representations or warranties or failed to perform any covenant.

If a Red Back Expense Fee Event occurs, Red Back shall pay the Red Back Expense Fee to Kinross by wire transfer of immediately available funds within two (2) business days following such termination, provided that, in the event of a termination of the Arrangement Agreement if the Red Back Shareholder Approval shall not have been obtained at the Red Back Meeting in accordance with the Interim Order, if (a) Kinross Shareholder Approval was not obtained at the Meeting; or (b) a Red Back Change of Recommendation occurred as a result of a Kinross Material Adverse Effect, the Red Back Expense Fee shall not be payable.

For the purposes of the Arrangement Agreement, "Kinross Termination Fee Event" means the termination of the Arrangement Agreement:

•: by Red Back (1) if there is a Kinross Change in Recommendation (but not including a termination by Red Back in circumstances where the Kinross Change in Recommendation resulted from the occurrence of a Red Back Material Adverse Change); or (2) Red Back has been notified in writing by Kinross of a Proposed Agreement in accordance with the terms of the Arrangement Agreement, and either: (i) Red Back does not deliver an amended Arrangement proposal within five Business Days of delivery of the Proposed Agreement to Red Back; or (ii) Red Back delivers an amended Arrangement proposal in accordance with the terms of the Arrangement Agreement but the Board determines, acting in good faith and in the proper discharge of its fiduciary duties, that the Acquisition Proposal provided in the Proposed Agreement continues to be a Superior Proposal in comparison to the amended Arrangement of Red Back (Section 8.3(e)(i) of the Arrangement Agreement);
•: by Kinross, if Kinross enters into a legally binding agreement with respect to a Superior Proposal (Section 8.3(e)(ii) of the Arrangement Agreement); or
•: by either party if (a) Kinross Shareholder Approval shall not have been obtained at the Meeting, or (b) the Effective Time shall not have occurred on or before the Outside Date, but only if, in these termination events, (i) prior to such termination, a bona fide Acquisition Proposal for Kinross shall have been made or publicly announced by any person other than Red Back and (ii) within twelve months following the date of such termination, Kinross or one or more of its subsidiaries (A) enters into a

definitive agreement in respect of one or more Acquisition Proposals or (B) there shall have been consummated one or more Acquisition Proposals for Kinross; provided that, Kinross shall be entitled to deduct from the Kinross Termination Fee an amount equal to the Kinross Expense Fee if any such fees were paid to Red Back (Section 8.3(e)(iii) of the Arrangement Agreement).

If a Kinross Termination Fee Event occurs, Kinross shall pay the Kinross Termination Fee to Red Back by wire transfer of immediately available funds, as follows:

•: if the Kinross Termination Fee is payable pursuant to Section 8.3(e)(iii) of the Arrangement Agreement, the Kinross Termination Fee shall be payable concurrently upon the earlier of the entering into of the applicable agreement referred to therein or upon the consummation of the Acquisition Proposal referred to therein, and any Kinross Expense Fee paid shall be credited towards payment of the Kinross Termination Fee;
•: if the Kinross Termination Fee is payable pursuant to Section 8.3(e)(i) of the Arrangement Agreement, the Kinross Termination Fee shall be payable within two (2) business days following such termination; or
•: if the Kinross Termination Fee is payable pursuant to Section 8.3(e)(ii) of the Arrangement Agreement, the Kinross Termination Fee shall be payable prior to or simultaneously with such termination.

For the purposes of the Arrangement Agreement, "Kinross Expense Fee Event" means the termination of the Arrangement Agreement:

•: by Kinross or Red Back if Kinross Shareholder Approval is not obtained; or
•: by Red Back if Kinross has breached its representations or warranties or failed to perform any covenant.

If a Kinross Expense Fee Event occurs, Kinross shall pay the Kinross Expense Fee to Red Back by wire transfer of immediately available funds within two (2) business days following such termination provided that, in the event of a termination of the Arrangement Agreement if the Kinross Shareholder Approval shall not have been obtained at the Meeting, if (a) Red Back Shareholder Approval was not obtained at the Red Back Meeting; or (b) a Kinross Change of Recommendation occurred as a result of a Red Back Material Adverse Effect, the Kinross Expense Fee shall not be payable.

Directors' and Officers' Insurance

Prior to the Effective Date, Red Back shall purchase customary "tail" policies of directors' and officers' liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by Red Back and its subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and Kinross will, or will cause Red Back and its subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided, that Kinross shall not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policy shall not exceed 300% of Red Back's current annual aggregate premium for policies currently maintained by Red Back or its subsidiaries.

Kinross agrees that it shall directly honour all rights to indemnification or exculpation now existing in favour of present and former officers and directors of Red Back and its subsidiaries to the extent that they are disclosed in the Red Back Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in the Red Back Disclosure Letter, shall survive the completion of the Plan of Arrangement and shall continue in full force and effect for a period of not less than six (6) years from the Effective Date.

RISK FACTORS

Shareholders should carefully consider the following risk factors related to the Arrangement. In addition to the risks set out in the documents incorporated by reference in the Circular, the proposed combination of Kinross with Red Back upon the successful completion of the Arrangement is subject to certain risks, including the following:

Mineral reserve and mineral resource figures pertaining to Red Back's properties are only estimates and are subject to revision based on developing information.

Information pertaining to Red Back's mineral reserves and mineral resources presented in this Circular or incorporated by reference herein, including such information as it pertains to the Tasiast Property and the Chirano Property, are estimates and no assurances can be given as to their accuracy. Such estimates are, in large part, based on interpretations of geological data obtained from drill holes and other sampling techniques. Actual mineralization or formations may be different from those predicted. Mineral reserve and mineral resource estimates are materially dependent on the prevailing price of minerals, including gold, and the cost of recovering and processing minerals at the individual mine sites. Market fluctuations in the price of minerals, including gold, or increases in recovery costs, as well as various short-term operating factors, may cause a mining operation to be unprofitable in any particular accounting period.

The estimates of mineral reserves and mineral resources attributable to any specific property of Red Back are based on accepted engineering and evaluation principles. The estimated amount of contained minerals in proven and probable mineral reserves does not necessarily represent an estimate of a fair market value of the evaluated properties.

Kinross may not realize the benefits of the combined company's growth projects.

As part of its strategy, Kinross will continue its efforts to develop new gold projects and will have an expanded portfolio of such projects as a result of the combination with Red Back. A number of risks and uncertainties are associated with the development of these types of projects, including political, regulatory, design, construction, labour, operating, technical and technological risks, uncertainties relating to capital and other costs and financing risks.

The level of production and capital and operating cost estimates relating to the expanded portfolio of growth projects, which are used in establishing ore/mineral reserve estimates for determining and obtaining financing and other purposes, are based on certain assumptions and are inherently subject to significant uncertainties. It is very likely that actual results for Kinross' projects will differ from its current estimates and assumptions, and these differences may be material. In addition, experience from actual mining or processing operations may identify new or unexpected conditions which could reduce production below, and/or increase capital and/or operating costs above, Kinross' current estimates. If actual results are less favourable than Kinross currently estimates, the combined company's business, results of operations, financial condition and liquidity could be materially adversely impacted.

The Arrangement is subject to satisfaction or waiver of several conditions.

The Arrangement is conditional upon, among other things, Red Back Shareholder Approval, Kinross Shareholder Approval and Kinross and/or Red Back having obtained all government or Regulatory Approvals required by law, policy or practice, including Competition Act Approval. A substantial delay in obtaining satisfactory approvals or the imposition of unfavourable terms or conditions in any government or regulatory approvals could have an adverse effect on the business, financial condition or results of operations of Kinross.

Kinross may be subject to significant capital requirements and operating risks associated with its expanded operations and its expanded portfolio of growth projects.

Kinross must generate sufficient internal cash flows and/or be able to utilize available financing sources to finance its growth and sustain capital requirements. If Kinross does not realize satisfactory prices for the gold that Kinross produces, it could be required to raise very significant additional capital through the capital markets and/or incur significant borrowings to meet its capital requirements. These financing requirements could

adversely affect Kinross' credit ratings and its ability to access the capital markets in the future to meet any external financing requirements Kinross might have. If there are significant delays in when these projects are completed and are producing on a commercial and consistent scale, and/or their capital costs were to be significantly higher than estimated, these events could have a significant adverse effect on Kinross' results of operation, cash flow from operations and financial condition.

In addition, Kinross' mining operations and processing and related infrastructure facilities are subject to risks normally encountered in the mining and metals industry. Such risks include, without limitation, environmental hazards, industrial accidents, labour disputes, changes in laws, technical difficulties or failures, late delivery of supplies or equipment, unusual or unexpected geological formations or pressures, cave-ins, pit-wall failures, rock falls, unanticipated ground, grade or water conditions, flooding, periodic or extended interruptions due to the unavailability of materials and force majeure events. Such risks could result in damage to, or destruction of, mineral properties or producing facilities, personal injury, environmental damage, delays in mining or processing, losses and possible legal liability. Any prolonged downtime or shutdowns at Kinross' mining or processing operations could materially adversely affect Kinross' business, results of operations, financial condition and liquidity.

Red Back's operations are in jurisdictions new to Kinross.

Operations, development and exploration activities carried out by Red Back are or may be affected to varying degrees by taxes and government regulations relating to such matters as environmental protection, land use, water use, health, safety, labour, restrictions on production, price controls, currency remittance, maintenance of mineral rights, mineral tenure, and expropriation of property. Red Back's principal assets are held outside of North America in Ghana, Mauritania and Côte D'Ivoire in West Africa. Although the governments in these jurisdictions are currently generally stable and generally friendly to foreign investment, including offering incentives to attract international investment into those countries, there are still political risks. The risks include, but are not limited to, extreme fluctuations in currency exchange rates, high rates of inflation, labour unrest, terrorism, hostage taking, and expropriation. Changes in mining or investment policies or shifts in political attitudes may also adversely affect Kinross' business. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, maintenance of claims, environmental legislation, expropriation of property, land use, land claims of local people, water use and safety. Any changes in the laws relating to mining in the jurisdictions in which Red Back carries on business could materially affect the rights and title to the interests held there by the Company. No assurance can be given that applicable governments will not revoke or significantly alter the conditions of the applicable exploration and mining authorizations nor that such exploration and mining authorizations will not be challenged or impugned by third parties. The effect of any of these factors cannot be accurately predicted.

The issuance of a significant number of Kinross Shares and a resulting "market overhang" could adversely affect the market price of Kinross Shares after completion of the Arrangement.

On completion of the Arrangement, a significant number of additional Kinross Shares will be available for trading in the public market. The increase in the number of Kinross Shares may lead to sales of such shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, Kinross Shares. The potential that such a Shareholder may sell its Kinross Shares in the public market (commonly referred to as "market overhang"), as well as any actual sales of such Kinross Shares in the public market, could adversely affect the market price of the Kinross Shares.

The integration of Kinross and Red Back may not occur as planned.

The Arrangement Agreement has been entered into with the expectation that its successful completion will result in increased gold production, increased earnings and cost savings by taking advantage of operating and other synergies to be realized from the consolidation of Kinross and Red Back and enhanced growth opportunities for the combined company. These anticipated benefits will depend in part on whether Kinross and Red Back's operations can be integrated in an efficient and effective manner. Most operational and strategic decisions and certain staffing decisions with respect to the combined company have not yet been made. These

decisions and the integration of the two companies will present challenges to management, including the integration of systems and personnel of the two companies, and special risks, including possible unanticipated liabilities, unanticipated costs, and the loss of key employees. The performance of Red Back's operations after completion of the Arrangement could be adversely affected if the combined company cannot retain key employees to assist in the integration and operation of Red Back and Kinross. As a result of these factors, it is possible that the cost reductions and synergies expected from the combination of Kinross and Red Back will not be realized. In addition, such synergies assume certain realized long-term metals and consumable commodities prices and foreign exchange rates. If actual prices were below such assumed prices, the realization of potential synergies could be adversely effected.

THE COMBINED COMPANY UPON COMPLETION OF THE ARRANGEMENT

Overview

On completion of the Arrangement, Kinross will continue to be a corporation existing under the OBCA and the former Red Back Shareholders will be shareholders of Kinross. After the Effective Date, Red Back will be a wholly-owned subsidiary of Kinross.

The business and operations of Kinross and Red Back will be consolidated and the principal executive office of the combined company will remain at 25 York Street, 17^th Floor, Toronto, Ontario, M5J 2V5 immediately following consummation of the Arrangement.

Organization Chart

The following chart shows the corporate relationship between Kinross and Red Back following the completion of the Arrangement:

Directors and Officers of the Combined Company

Following the Effective Date, it is anticipated that the Board will be comprised of eleven directors, who will consist of the current members of the Board, being, John A. Brough, Tye W. Burt, John K. Carrington, John M.H. Huxley, John A. Keyes, Catherine McLeod-Seltzer, George F. Michals, John E. Oliver, Terrence C.W. Reid, together with Lukas Lundin, Chairman of the Red Back Board, and Richard Clark, Chief Executive Officer of Red Back, who are expected to be appointed to the Board in connection with the Arrangement.

Description of Share Capital

The share capital of Kinross will remain unchanged as a result of the completion of the Arrangement, other than for the issuance of the Consideration Shares, and issuance of any Option Shares and Warrant Shares, contemplated in the Arrangement.

Kinross is authorized to issue an unlimited number of Kinross Shares. As at August 13, 2010, there were 703,892,874 Kinross Shares issued and outstanding. There are no limitations contained in the articles or bylaws of Kinross on the ability of a person who is not a Canadian resident to hold Kinross Shares or exercise the voting rights associated with Kinross Shares. A summary of the rights of the Kinross Shares is set forth below.

Immediately following completion of the Arrangement, Shareholders will hold approximately 63% of the Kinross Shares issued and outstanding, while Red Back Shareholders will hold approximately 37% of the Kinross Shares issued and outstanding (on both a non-diluted and fully diluted basis).

Dividends

Holders of Kinross Shares are entitled to receive dividends when, as and if declared by the Board out of funds legally available therefor, provided that if any Kinross preferred shares are at the time outstanding, the payment of dividends on Kinross Shares or other distributions (including repurchases of Kinross Shares by Kinross) will be subject to the declaration and payment of all cumulative dividends on outstanding Kinross preferred shares and any other preferred shares which are then outstanding. The OBCA provides that a corporation may not declare or pay a dividend if there are reasonable grounds for believing that the corporation is or would, after the payment of the dividend, be unable to pay its liabilities as they fall due or the realizable value of its assets would thereby be less than the aggregate of its liabilities and stated capital of all classes of shares of its capital.

Liquidation

In the event of the dissolution, liquidation, or winding up of Kinross, holders of Kinross Shares are entitled to share rateably in any assets remaining after the satisfaction in full of the prior rights of creditors, including holders of Kinross' indebtedness, and the payment of the aggregate liquidation preference of the Kinross preferred shares and any other preferred shares then outstanding.

Voting

Holders of Kinross Shares are entitled to one vote for each Kinross Share held on all matters voted on by shareholders, including the election of directors.

Preferred Shares

Kinross is not authorized to issue preferred shares, and currently, there are no preferred shares of Kinross issued and outstanding.

Selected Kinross Unaudited Pro Forma Consolidated Financial Information

thereto attached as Schedule C to the Circular. The pro forma consolidated balance sheet has been prepared from the unaudited consolidated balance sheet of Kinross as at June 30, 2010 and gives pro forma effect to the successful completion of the Arrangement as if the transactions occurred on June 30, 2010. The pro forma consolidated statement of operations for the year ended December 31, 2009 and the six month period ended June 30, 2010 have been prepared, respectively, from the audited statements of operations of Kinross for the year ended December 31, 2009 and the unaudited interim consolidated statement of operations of Kinross for the six month period ended June 30, 2010 and gives pro forma effect to the successful completion of the Arrangement as if the transactions occurred on January 1, 2009.

(in millions of U.S. dollars)

Statement of operations data:
Revenue	1,595.2	2,730.5
Operating earnings	450.9	667.3

Net earnings	244.7	349.5
(in U.S. dollars)
Per Kinross Share data:
Basic earnings per share	0.22	0.32
Diluted earnings per share	0.22	0.31

(in millions of U.S. dollars)		As at June 30, 2010

Balance sheet data:
Cash and cash equivalents and short term investments			1,391.8
Total assets			15,530.4

Total debt, including current portion			710.9
Total liabilities			2,702.1

Shareholders' equity			12,644.5

Post-Arrangement Shareholdings and Principal Shareholders

Immediately following the completion of the Arrangement, to the knowledge of the Directors and executive officers of the Company (based solely upon a review of public filings made) and assuming that its current holdings in Kinross remain unchanged and it does not exercise any dissent rights with respect to the Red Back Shares it currently holds, BlackRock Inc. (on behalf of its investment advisory subsidiaries) will hold approximately 120,849,252 Kinross Shares, representing approximately 11% of the issued and outstanding Kinross Shares.

To the knowledge of the Directors and executive officers of the Company, other than as set forth above, following completion of the Arrangement, there will be no person or company that beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of the Company carrying 10% or more of the voting rights attached to any class of voting securities of the Company.

INFORMATION CONCERNING KINROSS

Overview

Kinross 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 principal products of Kinross are gold and silver produced in the form of doré that is shipped to refineries for final processing.

Kinross' strategy is to increase shareholder value through increases in precious metal reserves, production and long-term cash flow and earnings per share. Kinross' strategy also consists of optimizing the performance and, therefore, the value, of existing operations, investing in quality exploration and development projects and acquiring new potentially accretive properties and projects.

The material properties of Kinross as of August 16, 2010 were as follows:

Property⁽¹⁾	Location

Fort Knox	United States	100%	⁽²⁾
Paracatu	Brazil	100%
Maricunga	Chile	100%
Kupol	Russian Federation	75%	⁽³⁾
Cerro Casale	Chile	25%	⁽⁴⁾
Fruta del Norte	Ecuador	100%

(1): The Fort Knox and Paracatu properties are subject to various royalties.
(2): Kinross holds a 100% interest in the properties forming part of the Fort Knox mine except for the Gil property, in which Kinross holds an 80% interest.
(3): Kinross holds a 75% (less one share) interest in the Kupol mine. The remaining 25% (plus one share) is held by the State Unitary enterprise of the Chukotka Autonomous Okrug in the Far East Federal District of the Russian Federation.
(4): As of March 30, 2010, Kinross owned a 50% interest in the Cerro Casale project and the remaining 50% interest was held indirectly by Barrick Gold Corporation ("Barrick"). On March 31, 2010, Kinross completed the sale of one-half of its 50% interest in the Cerro Casale project to certain subsidiaries of Barrick.

In addition, as of August 16, 2010, Kinross held a 50% interest in the Crixas mine, situated in Brazil, a 100% interest in the Kettle River mine in Washington, United States, which includes the Kettle River-Buckhorn mine, a 50% interest in the Round Mountain mine in Nevada, United States, a 100% interest in the La Coipa mine in Chile, a 100% interest in the Lobo-Marte property in Chile and other mining properties in various stages of exploration, development, reclamation, and closure. Kinross' principal product is gold and it also produces silver.

Kinross' share of proven and probable mineral reserves as at December 31, 2009 was 51.0 million ounces of gold, 102.9 million ounces of silver and 2.9 billion pounds of copper. Kinross' copper reserves are all situated at the Cerro Casale project. On March 31, 2010, Kinross sold one-half of its 50% interest in the Cerro Casale project to Barrick. Barrick now holds a 75% interest in the Cerro Casale project.

Kinross was initially created in May 1993 by the amalgamation of CMP Resources Ltd., Plexus Resources Corporation, and 1021105 Ontario Corp. In December 2000, Kinross amalgamated with LT Acquisition Inc.; in January 2005, Kinross amalgamated with its wholly-owned subsidiary, TVX Gold Inc.; and in January 2006 it amalgamated with its wholly-owned subsidiary, Echo Bay Mines Ltd. Kinross is the continuing entity resulting from these amalgamations. Kinross is governed by the OBCA and its registered and principal offices are located at 25 York Street, 17^th Floor, Toronto, Ontario, M5J 2V5.

Kinross is a reporting issuer or the equivalent in all provinces of Canada and files its continuous disclosure documents with the relevant Canadian securities regulatory authorities. Such documents are available at www.sedar.com. Kinross is also an SEC registrant and accordingly files with or furnishes to the SEC certain documents. Such documents are available at www.sec.gov.

Share Capital of Kinross

For a description of Kinross' share capital, see the Section of the Circular entitled, "The Combined Company Upon Completion of the Arrangement — Description of Share Capital".

Price Range and Trading Volumes of Kinross Shares

The Kinross Shares are listed and posted for trading on the TSX and the NYSE under the trading symbols "K" and "KGC", respectively. The following table sets forth, for the periods indicated, the reported high, low and closing trading prices and the aggregate volume of trading of the Kinross Shares on the TSX and NYSE.

	Kinross Shares on the TSX								Kinross Shares on the NYSE

	High (Cdn.$)		Low (Cdn.$)		Close (Cdn.$)		Volume (#)		High ($)		Low ($)		Close ($)		Volume (#)
2009
August		22.24		19.91		20.78		50,248,640		20.72		17.96		18.95		21,742,400
September		25.22		20.21		23.33		93,296,675		23.65		18.43		21.70		44,465,900
October		24.59		19.25		20.10		78,759,313		23.91		17.85		18.58		42,458,200
November		21.33		18.82		21.02		92,190,627		20.31		17.45		20.02		36,471,200
December		23.47		18.73		19.37		83,722,578		22.45		17.50		18.40		35,336,100
2010
January		21.80		17.23		17.31		53,383,769		21.12		16.15		16.26		21,877,700
February		20.29		17.26		19.07		54,318,367		19.46		16.13		18.12		26,996,600
March		19.90		17.18		17.37		57,258,129		19.36		16.75		17.09		22,175,500
April		19.68		17.45		19.40		57,868,321		19.47		17.25		18.97		21,777,100
May		19.89		17.40		18.32		77,674,739		19.54		16.26		17.21		35,002,700
June		19.32		17.55		18.20		53,023,021		18.89		16.68		17.09		26,258,800
July		17.74		16.08		16.87		65,710,992		17.00		15.24		16.39		23,120,100
August (1 to 13)		16.37		15.62		15.81		78,191,862		16.70		15.21		15.16		22,049,800

As of August 2, 2010, the date the entering into of the Arrangement Agreement was announced, the implied value of the Arrangement was Cdn.$30.50 per Red Back Share, representing a premium of approximately 21%, based on the preceding 20-day volume-weighted average price of the Red Back Shares traded on the TSX and the July 30, 2010 closing price of the Kinross Shares traded on the TSX. The Warrants are expected to be listed on the TSX and be exercisable for a four-year term at an exercise price of $21.30, representing an approximate 30% premium to the July 30, 2010 closing price of $16.39.

Warrants

The Warrants will be issued under and governed by a warrant indenture between Kinross and Computershare Trust Company of Canada (the "Warrant Agent") to be dated the Effective Date (the "Kinross Warrant Agreement"). The following is a summary of the principal terms of the Kinross Warrants and the Kinross Warrant Agreement. This summary is qualified in its entirety by the full text of the Kinross Warrant Agreement which will be filed by Kinross (i) with the Canadian securities regulatory authorities and available at www.sedar.com and (ii) with the SEC and available at www.sec.gov.

Exercise of Warrants

Each whole Warrant will entitle the warrantholder to purchase one Kinross Share at an exercise price of $21.30, as adjusted (the "Exercise Price"), until 5.00 p.m. (Toronto time) on the date that is four years following the Effective Date. Any Warrants not exercised prior to such date will expire.

The Warrants shall be evidenced by certificates (the "Kinross Warrant Certificates") issued pursuant to the terms of the Kinross Warrant Agreement. A Warrant may be exercised by surrendering the Kinross Warrant Certificate evidencing such Warrant, with the accompanying form of election to purchase properly completed and executed. No holder of Warrants will be permitted to exercise such Warrants during the 40 days following the Effective Date. Holders of Warrants who are in the United States, or who are U.S. Persons, will not be

permitted to exercise Warrants, although they may sell their Warrants to other persons who are permitted to exercise them. Holders of Warrants must also pay the Exercise Price and any applicable transfer tax for any exercised Warrants in the form of a certified cheque or official bank draft payable in Canadian funds to the order of Kinross, at the office or agency maintained by Kinross for such purpose, which initially will be the principal corporate trust office of the Warrant Agent in Toronto, Ontario. Finally, warrantholders must also include any other documentation that the Warrant Agent reasonably requests, including a signature guarantee.

As soon as practicable after the exercise of any Warrant and payment by the holder of the Exercise Price and any applicable transfer tax, the Warrant Agent will deliver or cause to be delivered, to or upon the written order of the exercising warrantholder, share certificates representing the number of whole Kinross Shares or other securities or property to which such warrantholder is entitled. If less than all of the Warrants evidenced by a Kinross Warrant Certificate are to be exercised, a new Kinross Warrant Certificate will be issued for the remaining number of Warrants.

No Fractional Warrants or Kinross Shares

Only whole Warrants will be issued. No fractional Kinross Shares will be issuable upon exercise of any Warrants. To the extent that the holder of a Warrant would otherwise be entitled to purchase a fraction of a Kinross Share, in lieu of a fractional share, the holder will receive a cash payment therefor based upon the then Current Market Price of the Kinross Shares.

No Voting Rights

A holder of Warrants will not have any voting or pre-emptive rights or any other rights as a shareholder of Kinross until the Warrants held by such holder have been duly exercised and Kinross Shares have been issued to the holder of Warrants pursuant thereto.

Anti-Dilution Adjustment Provisions

The Kinross Warrant Agreement will provide that the Exercise Price and/or the number and kind of securities or property issuable on the exercise of the Warrants are subject to adjustment in certain events including:

(a): the subdivision or consolidation of the Kinross Shares;
(b): the issue to all or substantially all the holders of Kinross Shares of a stock dividend or other distribution in Kinross Shares or of securities convertible into or exchangeable for Kinross Shares, other than an issue of securities to holders of outstanding Kinross Shares which constitutes a Dividend Paid in the Ordinary Course;
(c): the issue of rights, options or warrants to all or substantially all the holders of Kinross Shares entitling them within a period of no longer than 45 calendar days after the record date for such issue to acquire (i) Kinross Shares at less than 95% of the Current Market Price of the Kinross Shares or (ii) securities convertible into or exchangeable for Kinross Shares where the conversion or exchange price at the date of issue of such convertible or exchangeable securities is less than 95% of the Current Market Price of the Kinross Shares; and
(d): the distribution to all or substantially all the holders of Kinross Shares of (i) shares of any other class, (ii) rights, options or warrants to acquire Kinross Shares, securities convertible into or exchangeable for Kinross Shares or other securities of Kinross or property or other assets of Kinross (other than those described in (b) or (c) above), (iii) evidences of indebtedness, or (iv) cash, property or other assets of Kinross (excluding in each case Dividends Paid in the Ordinary Course).

There will be no adjustment of the Exercise Price of the Warrants in respect of any events described above (other than in (a) above) if holders of Warrants are allowed to participate as though they had exercised their Kinross Warrants prior to the applicable record date or effective date for such event. Provision shall also be made for adjustment to the Exercise Price and/or the number and kind of securities or property issuable on exercise in connection with certain other events as follows:

(x): in the event of any change, reclassification or alteration of the Kinross Shares;

(y): the consolidation, arrangement, amalgamation, merger or other similar arrangement of Kinross with another company; or
(z): the transfer of all or substantially all of Kinross' assets.

Any holder of Warrants who exercise Warrants after the effective date of one of the foregoing events described in (x), (y) or (z) above will be entitled to receive, and will accept for the same aggregate consideration in lieu of the number of Kinross Shares to which such holder was previously entitled upon such exercise, the aggregate number of shares, other securities or other property which such holder would have been entitled to receive as a result of such event if, on the effective date thereof, the holder had been the registered holder of the number of Kinross Shares to which such holder was previously entitled upon exercise of such Warrants.

No adjustment in the Exercise Price or the number or kind of securities or property issuable upon exercise will be required to be made (a) unless the cumulative effect of such adjustment or adjustments would change the Exercise Price by at least 1% or, in the event of a change in the number of Kinross Shares purchasable upon exercise, the number of Kinross Shares issuable would change by at least one-hundredth of a share or (b) for greater certainty, in respect of the issue of Kinross Shares pursuant to (i) the exercise of the Warrants or (ii) any Kinross security-based compensation plan (including stock option plans, restricted share unit plans, deferred share unit plans and share purchase plans) or dividend reinvestment plan, any options granted to current or former Kinross employees or any other option or right to acquire Kinross Shares.

Modifications to Kinross Warrant Agreement and Warrants

The Kinross Warrant Agreement will provide that modifications and alterations to it and to the Warrants may be made if authorized by extraordinary resolution if all necessary approvals are received. The term "extraordinary resolution" is defined in the Kinross Warrant Agreement to mean, in effect, a resolution passed by the affirmative votes of the holders of not less than 66²/3% of the Warrants represented and voting at a meeting of the warrantholders or an instrument or instruments in writing signed by the holders of not less than 66²/3% of the outstanding Warrants.

The Kinross Warrant Agreement and the Warrants may be modified and altered without authorization by extraordinary resolution and if all necessary approvals are received in order to cure defects or ambiguities, or to make ministerial amendments, or otherwise, provided that the rights of warrantholders are not materially adversely affected thereby.

Governing Law

The Kinross Warrant Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Repurchase of Warrants

Subject to applicable law, Kinross will be able to purchase Warrants in the market or by tender or private contract, and any Warrants so purchased will be cancelled.

Listing of Warrants

An application has been made to list the Warrants on the TSX. The Warrants will not be listed on the NYSE.

Prior Sales

The information set out below is in respect of the issuances by Kinross of Kinross Shares, warrants, options to purchase Kinross Shares and Kinross restricted share units for the twelve month period before the date of the Circular. No warrants have been issued during the twelve month period before the date of the Circular.

For the 12-month period prior to the date of the Circular, other than as set forth above, Kinross has issued the Kinross Shares listed in the table set forth below:

Date	Security

August 2009	Common Shares⁽¹⁾	12.85	42,741
August 2009	Common Shares⁽²⁾	Nil	24,158
August 2009	Common Shares⁽⁵⁾	32.00	1
September 2009	Common Shares⁽³⁾	23.61	49,747
September 2009	Common Shares⁽¹⁾	14.00	344,735
September 2009	Common Shares⁽⁵⁾	12.92	358,718
September 2009	Common Shares⁽⁶⁾	9.77	9,500
September 2009	Common Shares⁽²⁾	Nil	52,559
October 2009	Common Shares⁽¹⁾	15.33	75,000
October 2009	Common Shares⁽⁶⁾	9.77	2,500
November 2009	Common Shares⁽⁵⁾	3.01	25,000
November 2009	Common Shares⁽²⁾	Nil	43,264
December 2009	Common Shares⁽³⁾	20.53	60,242
December 2009	Common Shares⁽¹⁾	9.76	18,610
December 2009	Common Shares⁽²⁾	Nil	57,682
January 2010	Common Shares⁽⁶⁾	9.77	2,000
January 2010	Common Shares⁽¹⁾	13.41	18,507
January 2010	Common Shares⁽²⁾	Nil	127,653
February 2010	Common Shares⁽²⁾	Nil	438,848
March 2010	Common Shares⁽¹⁾	12.73	145,000
April 2010	Common Shares⁽²⁾	Nil	23,092
April 2010	Common Shares⁽¹⁾	14.10	8,733
April 2010	Common Shares⁽⁴⁾	6.41	222,350
April 2010	Common Shares⁽⁸⁾	18.20	4,641,816
April 2010	Common Shares⁽⁸⁾	18.95	821,207
May 2010	Common Shares⁽²⁾	Nil	62,311
May 2010	Common Shares⁽⁵⁾	13.49	3,640
May 2010	Common Shares⁽¹⁾	16.28	3,333
May 2010	Common Shares⁽⁷⁾	5.49	75,615
June 2010	Common Shares⁽¹⁾	13.69	32,869
June 2010	Common Shares⁽⁷⁾	8.38	6,050
June 2010	Common Shares⁽³⁾	18.60	77,824
June 2010	Common Shares⁽²⁾	Nil	8,713
June 2010	Common Shares⁽⁸⁾	18.20	1,038,347
July 2010	Common Shares⁽⁶⁾	9.77	325
July 2010	Common Shares⁽⁷⁾	3.55	12,575
August 2010	Common Shares⁽²⁾	Nil	14,667

(1): Issued upon exercise of previously issued stock options of Kinross. Price per security with respect to the exercise of stock options is based on the weighted monthly average.
(2): Issued upon expiry of restricted period for previously issued restricted share units of Kinross.
(3): Issued pursuant to the employee share purchase plan of Kinross.
(4): Issued upon the exercise of previously issued warrants of Kinross.
(5): Issued upon exercise of previously issued stock options of Aurelian Resources Inc., a wholly-owned subsidiary of Kinross. Price per security with respect to the exercise of stock options is based on the weighted monthly average.
(6): Issued upon exercise of previously issued stock options of Bema Gold Corp., a wholly-owned subsidiary of Kinross. Price per security with respect to the exercise of stock options is based on the weighted monthly average.

(7): Issued upon exercise of previously issued stock options of Underworld Resources Inc., a wholly-owned subsidiary of Kinross. Price per security with respect to the exercise of stock options is based on the weighted monthly average.
(8): Issued in connection with the acquisition by Kinross of all of the issued and outstanding common shares of Underworld Resources Inc.

For the 12-month period prior to the date of the Circular, Kinross has issued the options to purchase Kinross Shares listed in the table set forth below:

Date	Security

August 2009	Stock Options	21.05	105,747
September 2009	Stock Options	Nil	Nil
October 2009	Stock Options	Nil	Nil
November 2009	Stock Options	20.09	43,319
December 2009	Stock Options	20.89	33,803
January 2010	Stock Options	Nil	Nil
February 2010	Stock Options	19.23	1,315,171
March 2010	Stock Options	Nil	Nil
April 2010	Stock Options	Nil	Nil
April 2010	Stock Options	3.55	102,225
April 2010	Stock Options	5.89	3,525
April 2010	Stock Options	7.09	9,870
April 2010	Stock Options	3.55	181,185
April 2010	Stock Options	6.03	4,935
April 2010	Stock Options	10.99	97,290
April 2010	Stock Options	9.22	21,150
May 2010	Stock Options	18.21	48,916
June 2010	Stock Options	Nil	Nil
July 2010	Stock Options	Nil	Nil
August 2010	Stock Options	Nil	Nil

(1): In the 12 months prior to the date of hereof 284,388 stock options were cancelled.

For the 12-month period prior to the date of the Circular, Kinross has issued the restricted share units listed in the table set forth below:

Date	Security	Price per Security (Cdn.$)⁽¹⁾

August 2009	Restricted Share Unit	N/A	91,218
September 2009	Restricted Share Unit	N/A	Nil
October 2009	Restricted Share Unit	N/A	Nil
November 2009	Restricted Share Unit	N/A	27,776
December 2009	Restricted Share Unit	N/A	55,239
January 2010	Restricted Share Unit	N/A	Nil
February 2010	Restricted Share Unit	N/A	1,208,247
March 2010	Restricted Share Unit	N/A	Nil
April 2010	Restricted Share Unit	N/A	Nil
May 2010	Restricted Share Unit	N/A	85,149
June 2010	Restricted Share Unit	N/A	Nil
July 2010	Restricted Share Unit	N/A	Nil
August 2010	Restricted Share Unit	N/A	52,632

(1): There are no exercise prices for the restricted share units.
(2): In the 12 months prior to the date of hereof 204,899 restricted share units were cancelled.

Consolidated Capitalization

The following table sets forth Kinross's consolidated capitalization as at June 30, 2010, adjusted to give effect to any material changes in the share capital of Kinross since June 30, 2010, the date of Kinross's most recent unaudited consolidated interim financial statements, and further adjusted to give effect to the Circular. The table should be read in conjunction with the unaudited consolidated interim financial statements of Kinross as at and for the six months ended June 30, 2010 including the notes thereto, and management's discussion and analysis thereof and the other financial information contained in or incorporated by reference in this Circular.

	As at June 30, 2010		As at June 30, 2010 After Giving Effect to the Arrangement

Kinross Share Capital	$	6,587,400,000	$	13,208,900,000	⁽²⁾
Kinross Shares⁽¹⁾
(Authorized — Unlimited)		703,865,358		1,117,573,748	⁽²⁾
Cash, Cash Equivalents and Short-Term Investments	$	694,800,000	$	1,391,800,000
Total Debt	$	710,900,000	$	710,900,000

(1): Excluding 9,243,000 Kinross Shares issuable pursuant to outstanding options, 24,503,000 Kinross Shares underlying outstanding Kinross warrants, 3,522,000 Kinross Shares issuable pursuant to outstanding restricted share units and 16,152,000 Kinross Shares issuable upon conversion of the unsecured convertible senior notes due March 15, 2028, each in the principal amount of $1,000, issued pursuant to a private offering completed January 29, 2008.
(2): Assumes all Red Back Shares other than those beneficially owned directly or indirectly by Kinross are acquired by Kinross pursuant to the Arrangement, no Red Back Shareholders exercise their dissent rights and that none of the Red Back Options are exercised prior to the completion of the Arrangement.

Kinross Documents Incorporated by Reference and Further Information

The following documents of Kinross are specifically incorporated by reference into, and form an integral part of, this Circular:

•: annual information form dated March 30, 2010 for the year ended December 31, 2009;
•: annual audited consolidated financial statements for the year ended December 31, 2009, including consolidated balance sheets as at December 31, 2009 and December 31, 2008 and the consolidated statements of operations, cash flows, common shareholders' equity and comprehensive income (loss) for each of the years in the three-year period ended December 31, 2009 and related notes, together with the auditors' report thereon, contained therein;
•: management's discussion and analysis for the annual audited consolidated financial statements for the year ended December 31, 2009;
•: unaudited consolidated interim financial statements, including the notes thereon, for the three and six months ended June 30, 2010 and June 30, 2009;
•: management's discussion and analysis for the unaudited consolidated interim financial statements, including the notes thereon, for the three and six months ended June 30, 2010 and June 30, 2009;
•: management information circular dated March 25, 2010 in connection with the annual and special meeting of shareholders held on May 5, 2010;
•: material change report dated February 24, 2010 announcing that Kinross had entered into an agreement with Barrick to sell one-half of its 50% interest in the Cerro Casale project in Chile to Barrick;
•: material change report dated May 10, 2010 announcing that Kinross had subscribed for 24,000,000 Red Back Shares at a subscription price of Cdn.$25.00 per Red Back Share on a private placement basis;
•: material change report dated August 3, 2010 announcing that Kinross had (a) entered into agreement with a syndicate of dealers to sell to such dealers 15,200,000 common shares of Harry Winston Diamond

Corporation, and (b) reached an agreement in principle with 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 $220 million, comprised of $50 million cash, 7,142,857 Harry Winston common shares with a value of approximately $100 million, and a note payable in the amount of $70 million, which may be repayable in Harry Winston common shares at the option of Harry Winston; and

•: material change report dated August 12, 2010 announcing that Kinross had entered into the Arrangement Agreement with Red Back.

All documents of the type referred to above (excluding confidential material change reports) and any business acquisition reports subsequently filed by Kinross with any securities commission or similar regulatory authority in Canada on or after the date of this Circular and prior to the completion of the Arrangement in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement shall be deemed to be incorporated by reference into this Circular.

Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. The modifying statement or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document which it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Circular.

Information has been incorporated by reference in this Circular from documents filed with the securities regulatory authority in each of the provinces of Canada. Copies of the documents incorporated by reference in the Circular regarding Kinross may be obtained on request without charge from the Corporate Secretary, Kinross Gold Corporation, 25 York Street, 17^th Floor, Toronto, Ontario, M5J 2V5 or by telephone at (416) 365-5123 or (866) 561-3636. For purpose of the Province of Québec, the Circular contains information to be completed by consulting the permanent information record, a copy of which permanent information record may be obtained without charge from the Corporate Secretary of Kinross at the above-mentioned address and telephone number. Copies of documents incorporated by reference or forming part of the permanent information record may be obtained by accessing the website of the Canadian securities regulatory authorities located at www.sedar.com and the SEC website located at www.sec.gov.

Information contained in or otherwise accessed through Kinross' website, www.kinross.com, or any other website does not form part of this Circular.

INFORMATION CONCERNING RED BACK

The information concerning Red Back contained in this Circular, including information incorporated herein by reference, has been taken from or based upon publicly available documents and records on file with Canadian securities regulatory authorities and other public sources. Although Kinross does not have any knowledge that would indicate that any statements contained herein relating to Red Back taken from or based upon such documents and records are inaccurate or incomplete, neither Kinross nor any of its officers or directors assumes any responsibility for the accuracy or completeness of the information relating to Red Back taken from or based upon such documents and records, or for any failure by Red Back to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Kinross.

Overview

Red Back is a mineral exploration company governed by the CBCA and is engaged in the acquisition, exploration and development of mineral properties. Red Back currently directly or indirectly holds the Chirano Property, the Tasiast Property and interests in a number of mineral properties in Western Africa. The registered office of Red Back is located at 2600, Three Bentall Centre, 595 Burrard Street, Vancouver British Columbia, V7X 1L3 and the principal office is located at Suite 2101 - 885 West Georgia Street, Vancouver, British Columbia, V6C 1T2.

Red Back is a reporting issuer or the equivalent in all provinces of Canada and files its continuous disclosure documents with the relevant Canadian securities regulatory authorities. Such documents are available at www.sedar.com.

Tasiast Property

The information in this section is extracted entirely from the technical report entitled, "Technical Report on the Tasiast Gold Mine Islamic Republic of Mauritania for Red Back Mining Inc." (the "Updated Tasiast Report") dated August 10, 2010 and prepared by Hugh Stuart, B.Sc., M.Sc., MAusIMM. Portions of the following information are based on the assumptions, qualifications and procedures set forth in the Updated Tasiast Report which are not fully described herein. Reference should be made to the full text of the Updated Tasiast Report which is available for review on SEDAR located at www.sedar.com.

See the section of the Circular entitled, "Information Concerning Red Back".

Location

The Tasiast Property is located in north-western Mauritania, approximately 300 kilometres north of the capital, Nouakchott and 250 kilometres southeast of the major city of Nouâdhibou. The Tasiast Property falls within the administrative purview of the Inchiri and Dakhlet Nouâdhibou Districts and comprises one Permis d'Exploitation and five individual and contiguous Permis de Recherche Mineral totalling 4,806 square kilometres in area. A well-equipped camp consisting of concrete block construction and container-type buildings at the Tasiast Property serves as the base from which all development and exploration activities are conducted.

Geology

The Tasiast Property encloses the four main Precambrian greenstone belts of the western compartment of the Reguibat shield, known as the Tasiast-Libzenia Domain. The Reguibat Shield consists of a core of west to east accreted, north-south trending Archean and Lower Proterozoic terranes dating from 2.6 billion years in the domal basement gneisses to 1.78 billion years as the peak metamorphism in the metavolcanics. The package was cratonised at the end of the Eburnean Event and has been stable for 1,700 million years. The Reguibat shield is bound on all sides by Pan African orogenic belts and covered in the south by the extensive intra-cratonic sediments of the Taoudeni Basin.

The Tasiast Property is underlain by the Aouéouat greenstone belt, a 70 kilometre long by 15 kilometre wide north-south trending belt.

Gold mineralization in this area is similar to that found in Canadian Archaean terranes such as the Abitibi Greenstone Belt. Deposit types that occur within the Tasiast Property area consist primarily of gold-bearing shear hosted deposits.

Exploration work has identified north-south trending, intensely sheared, gold-mineralized zones extending over a strike length of 10 kilometres. Mineralisation dips to the east between 30 and 60 degrees and is hosted by a folded sequence comprising Banded Iron Formation, felsic volcanics and intermediate to mafic volcaniclastics.

The structure is interpreted as a broad, regional antiform that is cored by a felsic volcanic unit approximately 200 meters wide at the present surface elevation with structurally controlled mineralisation sitting close to either margin and within the core of the fold.

Permits

Tasiast Mauritanie Limited S.A. ("TMLSA") holds a valid mining lease ME 229 (EL Gaicha) covering 312 square kilometres granted on January 19, 2004 and valid for a period of 30 years. Red Back also holds 5 contiguous exploration permits which are in good standing.

The operating permits are listed in the table below.

Brief Name		Issue Date

Original operating permit			#407 — August 27, 2009
New installation permit (dump leach, TSF II)			#408 — August 27, 2009
Authorization of water (12 drills from bore field)			#560 — July 24, 2008

Water Supply

The source of mine water supply is located 60 kilometres west of the mine and is comprised of a semisaline underground aquifer, which is exploited by twenty wells. Water is pumped to the mine site through two high density polyethylene pipelines to the raw water storage facility at the mine site. The final capacity of the system is estimated to be 14,000 cubic metres per day.

Reverse osmosis ("RO") water treatment plants and storage basins/tanks are located at the mine site. The saline water produced from the RO plant is used to water the haul roads. Potable water for human consumption is bought from the Boulanouar pumping fields. Water is also supplied for local nomadic people located within a radius of 20 kilometres of the mine site. Two lined raw water storage dams have been constructed adjacent to the process facility with a combined capacity of 35,000 cubic metres.

Power Supply

The mine is located in a remote area where there is no electrical utility grid. Three 2.7 megawatt HFO generator sets have been commissioned. The mine power has back-up generation provided by eight 1.0 megawatt diesel generators.

Tailings Storage Facility

The original tailings storage facility, located to the west of the mine, has ceased to be used and is being de-commissioned.

A second tailings facility is situated to the south east of the concentrator. Tailings slurry is generated at the concentrator and pumped to a tailings facility where they are discharged with a high solids content of 50% in order to minimize additional water requirements. Runoff water is re-circulated to the concentration process.

Red Back Drill Programmes

Following the acquisition of the Tasiast Property Red Back commenced an aggressive programme of reverse circulation ("RC") drilling to fully define the mineral resources in the Piment and West Branch mineralised zones.

During 2009 a further 116,439 meters of RC and 3,784 meters of core was completed. Diamond drilling has continued, providing material for ongoing metallurgical test work relating to the dump and heap leach potential of the project and for quality control purposes. A programme of deeper, exploratory core drilling has also commenced.

2009 Red Back QAQC Data

The data presented below covers all quality assurance quality control data for 2009. Red Back maintained 10% total quality control through the sample stream.

A total of 16,907 quality assurance quality control samples including standards, blank and duplicates were blindly inserted as part of the routine sample preparation and were submitted for analysis. Due to the volume of samples, three different Societe Generale de Surveillance laboratories, namely Tasiast, Kayes and Morilla in Mali were used for the sample analysis.



SGS Kayes	4972	5359	572
SGS Tasiast	566	577	108
SGS Morilla	2007	2279	467

Total	7545	8215	1147

Mineral Resources

In February 2010, based on additional drilling by Red Back, Hellman and Schofield ("H&S") re-calculated the mineral resource estimate as at December 2009.

Open pit mineral resources were calculated from the December 31, 2009 mining surface and are reported based on a cut-off grade dependent on material type. Gold grades for the reported open pit resource have been determined using Multiple Indicator Kriging ("MIK"). The summarised mineral resource statements are reported in accordance with NI 43-101 and the classifications adopted by CIM Council in August 2000. The mineral resource classification is also consistent with the Australasian Code for the Reporting of Mineral Resources and Ore Reserves of December 2004 as prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Mineral Council of Australia ("JORC"). The mineral resource statement is summarised in the following table:

			Measured						Indicated						Measured + Indicated						Inferred

Zone	Cut- Off		Mt		Au g/t		Moz		Mt		Au g/t		Moz		Mt		Au g/t		Moz		Mt		Au g/t		Moz
Oxide		0.2		20.99		0.83		0.56		22.23		0.7		0.5		43.22		0.76		1.06		6.28		0.6		0.12
Fresh		0.5		41.23		1.55		2.05		70.41		1.5		3.4		111.6		1.52		5.45		26.52		1.4		1.18
Total				62.22		1.3		2.61		92.64		1.3		3.9		154.9		1.3		6.51		32.8		1.24		1.3
All ore types		1.0		27.55		2.17		1.93		41.87		2.13		2.86		69.42		2.15		4.79		13.38		2.1		0.91

Notes:

•: Red Back reports mineral resources on the basis of mining cut-off grades to be applied to the various ore types and, for comparison purposes, at a 1.0 grams per tonne cut-off grade.
•: Mineral resources are reported below the December 31, 2009 mined surface.
•: Figures may not add correctly due to rounding.
•: Oxide is referred to as a material amendable to dump leaching and carbon-in-leach ("CIL"). Fresh is referred to as material amenable to heap leaching and CIL.
•: The mineral resources are estimates of recoverable tonnes and grades using MIK with block support correction into 15 metres (east) by 25 metres (north) by 5 metres (elevation) model blocks and assuming smallest mining unit for ore selection in mine grade control of 3 metres (east) by 5 metres (north) by 2.5 metres (elevation).
•: Measured mineral resources lie in areas where drilling is available at a nominal 25 by 25 metre spacing, indicated mineral resources occur in areas drilled at approximately 25 by 50 metre spacing and inferred mineral resources exist in areas of broader spaced drilling.
•: Gold estimation and model blocks were constrained within geologically derived wireframes.

Mineral Reserves

On the basis of the December 2009 mineral resource, AMC Consultants Pty Ltd ("AMC") estimated the mineral reserves for the Tasiast Property. The mineral reserve estimate was based on the H&S December 2009

mineral resource block model, depleted to the December 31, 2009 pit surfaces. The statement includes run-of-mine and low grade stockpiles.

The mineral reserve statement set out below has been determined and reported in accordance with NI 43-101, and the classifications adopted by CIM Council in August 2000. Furthermore, the mineral reserve classifications are also consistent with the Australasian Code for Reporting of Mineral Resources and Ore Mineral Reserves' of December 2004 as prepared by JORC.

	Summary Mineral Reserve as at December 2009

Classification	Tonnes (Mt)		Au (g/t)		In situ Au (Moz)
Total Proven		49.4		1.36		2.17
Total Probable		61.5		1.40		2.77
Total Stockpile		4.3		0.68		0.09

Total		115.2		1.36		5.03

Notes:

•: Numbers may not add correctly due to rounding.
•: The mineral reserve estimate used a gold price of $800 per ounce gold.
•: Cut-off grades: CIL: oxide 0.75 grams per tonne fresh 0.81 grams per tonne.
•: Cut-off grades: Dump leach oxide cut-off grade varies depending on lithology with the lowest being 0.10 gram per tonne.

A breakdown of the mineral reserve by processing route is shown in the following table:

Classification

CIL Circuit
Proven	30.2	1.98	1.92
Probable	39.8	1.96	2.51
Stockpile	0.6	1.48	0.03

Total CIL Circuit	70.7	1.96	4.46

Dump Leach
Proven	19.2	0.40	0.24
Probable	21.7	0.37	0.26
Stockpile	3.7	0.54	0.06

Total Dump Leach	44.5	0.40	0.57

Notes:

•: Numbers may not add correctly due to rounding
•: Oxide ore between the cut-off grade, which is dependent on lithology and the lowest being 0.1 grams per tonne and 0.9 grams per tonne was allocated to the dump leach process. The metal price used in the determination of the mineral reserve estimate was $800 per ounce for gold.

The mineral reserve estimate is based on the mineral resource contained within the ultimate open pit mine design classified as "measured" and "indicated" after consideration of all mining, metallurgical, social, environmental and financial aspects of the property. All proven mineral reserves have been derived from the measured mineral resource and all probable mineral reserves have been derived from the indicated mineral resource.

All mineral reserves mentioned are completely included within the quoted mineral resources.

Non-geological Factors Relevant to Mineral Resources and Mineral Reserves

The ability to exploit mineral resources and mineral reserves can be affected by many "external" factors. The necessary mining lease has been granted, a final environmental impact statement has been accepted by the Mauritanian authorities.

Capital & Operating Cost Estimates

Capital Expenditures

The estimated life of mine capital expenditure is forecast to be $146.5 million. The table below details the forecast capital expenditure for the life of mine (in millions of dollars):



Capital
Plant Expansion	3.8	3.8	–	–	–	–	–	–	–	–	–
Dump Leach	13.9	13.9	–	–	–	–	–	–	–	–	–
Other Projects	58.5	8.5	3.0	3.0	3.0	3.0	3.0	3.0	3.0	3.0	3.0
Fleet	56.8	16.8	–	2.0	2.0	1.0	–	–	20.0	15.0	–
TSF	13.5	2.0	0.6	–	1.2	–	1.5	–	1.6	–	1.0

Total Capital	146.5	45.0	3.6	5.0	6.2	4.0	4.5	3.0	24.6	18.0	4.0



Capital
Plant Expansion	–	–	–	–	–	–	–	–	–	–	–
Dump Leach	–	–	–	–	–	–	–	–	–	–	–
Other Projects	3.0	3.0	3.0	3.0	3.0	3.0	3.0	1.0	1.0	–	–
Fleet	–	–	–	–	–	–	–	–	–	–	–
TSF	–	1.1	–	1.3	–	1.5	–	1.7	–	–	–

Total Capital	3.0	4.1	3.0	4.3	3.0	4.5	3.0	2.7	1.0	–	–

Operating Costs

The life of mine unit operating costs are forecast in the table below:



Operating mining cost	$	/t mined	1.91
CIL process cost	$	/t milled	10.83
Heap leach process cost	$	/t milled	–
Dump leach process cost	$	/t milled	1.13
Power cost	$	/t milled	2.72
General & administrative costs	$	/t milled	4.06

Total cost*	$	/t milled	32.05

*: (Excluding royalties)

Economic Analysis

Cash Flow Forecast

This model has been prepared on the basis of the following assumptions:

•: Pre-tax state royalty of 3.0% and Franco Nevada royalty of 2.0% on production greater than 600,000 ounces.
•: No escalation has been applied to operating costs.

•: The mine life is 20 years.
•: The model is based on the mining and treatment of proven and probable mineral reserves (5.03 million ounces) at 3.0 million tonnes per annum and total life of mine capital expenditures of $146.5 million.

The principal results of the evaluation are:

•: Net present value at 5% — $1,247 million
•: Net cash flow — $1,577 million
•: Total royalty payments — $196 million

Sensitivity Analysis

Sensitivity studies have been undertaken on the financial model for gold price variations and changes in operating costs. The effect of these scenarios on net present value (NPV_5%) are shown in following table:



	120%	1,789
Revenue	Base	1,247
	80%	705

	120%	977
Operating Cost	Base	1,247
	80%	1,517

The sensitivity analysis demonstrates that the mine is sensitive to changes in revenue which is equally influenced by gold price, grade and recovery.

Development and Operations

The Tasiast Property was officially opened by the President of Mauritania, His Excellency Sidi Mohamed Ould Cheikh Abdallahi, on July 18, 2007. Red Back completed the purchase of the Tasiast Property on August 2, 2007. Commissioning of the Tasiast plant continued through 2007 with commercial production declared in January 2008.

Mining commenced in April 2007. Annual production is summarised in table below.

Year

2009	1.69	3.10	161
2008	1.49	3.10	140
2007	0.22	4.77	21

Based on positive results from the ongoing resource conversion drill program, an expansion of the Tasiast plant from 1 million tonnes per annum (mtpa) to approximately 2.5 million tonnes per annum was implemented with operation commencing in the fourth quarter of 2009.

All ore and waste is mined via conventional, open pit mining methods. The operation utilises selective mining techniques to separate ore and waste. The mining fleet is a combination of 120 tonne hydraulic excavators loading 90 tonne trucks. Provision has been made for drilling and blasting all primary materials.

The treatment plant flowsheet is based on three stage crushing, ball milling, pre-leach thickening, and a six stage CIL circuit. Gold is recovered by an elution circuit with electrowinning of the gold onto wire wool cathodes. The loaded wire wool is smelted to produce a final bullion product. A gravity circuit will be installed in the grinding circuit to prevent build up of coarse gold during processing of the higher grade primary ores.

Following a positive testwork program in 2008, low grade oxide material is now being processed by dump leaching.

At the end of 2009 TMLSA employed 454 people, of which 64 are expatriates.

The mine power is provided by three 2.7 megawatt HFO generator sets with eight 1.0 megawatt diesel generators in reserve have been commissioned.

The source of mine water supply is located 60 kilometres west of the mine and is comprised of a semi-saline underground aquifer, which is exploited by twenty wells. Water is pumped to the mine site through two high density polyethylene water pipelines to a 35,000 cubic metres storage facility at the mine site. The final pumping capacity of the system is estimated to be 14,000 cubic metres per day. Reverse osmosis water treatment plants provide drinking water and reagent mixing water. In the first quarter of 2010 pipe failure in the new 500 millimetre pipeline reduced pumping capacity, adversely impacting the irrigation of the dump leach pads. The failing sections of the pipeline are being replaced with work expected to be completed in the fourth quarter 2010, at which time full dump leach irrigation rates will resume.

Gold produced at the mine site is shipped from site, under secured conditions, to a refining company. Under pre-established contractual instructions, the refiner delivers the refined gold directly to an account held by Tasiast with an international financial institution. Once received at the financial institution, the refined gold is sold with proceeds automatically credited to a Tasiast bank account. Gold is sold in the market at spot as Tasiast is not a party to any contract for the sale of its gold.

In the period 2008 to 2010, Tasiast's profits may be exonerated from income taxes under a mining convention signed in 2006 with the government of Mauritania. Tasiast's future profits, once the exoneration from income taxes ceases, will be subject to tax based on a 25% income tax rate. Amortization and depreciation of Tasiast's past and future capital projects can be applied using the established tax rates of amortization to reduce the income otherwise subject to tax.

The mine is estimated to have a life of a further 20 years.

Environmental Issues

An Environmental Impact Study ("EIS") was undertaken by SNC Lavalin (SNC, 2004) as part of the full feasibility study for the Tasiast Property. The EIS report was submitted to the Ministry of Mines and Industry now the Ministry of Petroleum and Mines on May 31, 2004 and subsequently approved by the Director of Mines and Geology on April 12, 2005.

Following the publication of new legislation, namely Decrees No. 2004-094 and No. 2007-105, TMLSA was requested to retrospectively update the application to comply with new EIS legislation. The following updates were completed:

•: Terms of reference for the EIS;
•: A conforming Environmental Management Plan ("EMP");
•: Formal public inquiry;
•: Rehabilitation and closure plan; and
•: Non-technical summary of the EIS aimed at the public and decision-makers.

TMLSA commissioned Scott Wilson, an international environmental and engineering mining consultancy, which was completed in the third quarter of 2009.

The structure of the EMP has been agreed with the Ministry of the Environment. A key objective of the EMP is to achieve the management targets set against TMLSA's environmental and social objectives.

The preliminary decommissioning, rehabilitation and closure plan has been presented to the Ministry. The plan focuses on decommissioning and demolition of the plant, followed by rehabilitation.

In June 2009 TMLSA submitted an EIA to cover the following new developments:

•: a new tailings storage facility (TSF II) — The existing tailings storage facility (TSF I) is nearing capacity and a second facility is required to cater for the increased reserve;
•: a dump leach facility — A new process whereby gold is recovered from low grade ore through cyanide leaching; and

•: an expansion of borefield — The increased milling rate and dump leach facility have increased the water demand, which will be met by expanding the existing water borefield.

The associated construction and operating permits were received in August 2009.

Share Capital of Red Back

Red Back is authorized to issue an unlimited number of Red Back Shares. As at August 2, 2010, 256,801,885 Red Back Shares were issued and outstanding.

Holders of Red Back Shares are entitled to one vote per share at all meetings of shareholders of the corporation. Holders of Red Back Shares are entitled to receive dividends if, as and when declared by the Red Back Board. Holders of Red Back Shares are entitled to receive a pro rata share of the assets of Red Back available for distribution to holders of Red Back Shares in the event of liquidation, dissolution or winding up of Red Back.

Price Range and Trading Volume of Red Back Shares

The Red Back Shares are listed and posted for trading on the TSX under the symbol "RBI". The following table sets forth, for the periods indicated, the reported high, low and closing trading prices and the aggregate volume of trading of the Red Back Shares on the TSX.

	Red Back Shares on the TSX

	High (Cdn.$)		Low (Cdn.$)		Close (Cdn.$)		Volume (#)
2009
August		12.00		9.65		11.37		25,486,760
September		13.30		10.67		12.03		39,415,566
October		14.64		10.96		14.02		42,212,287
November		16.31		13.39		15.30		38,750,483
December		16.36		14.35		15.00		29,312,501
2010
January		18.41		15.50		16.07		37,095,620
February		20.38		16.17		20.28		35,551,568
March		22.13		19.05		20.75		42,447,540
April		26.98		21.05		26.68		32,282,467
May		28.90		23.15		26.73		55,807,885
June		28.94		25.75		26.91		21,139,210
July		26.70		23.65		26.02		21,178,530
August (1 to 13)		28.70		27.45		27.93		47,311,419

Prior Sales

For the 12-month period prior to the date of the Circular, Red Back has issued the Red Back Shares listed in the table set forth below:

Date	Security

August 13, 2009	Common Shares⁽¹⁾	6.60	42,000
August 13, 2009	Common Shares⁽¹⁾	5.78	50,000

Date	Security

August 26, 2009	Common Shares⁽¹⁾	6.95	6,800
August 27, 2009	Common Shares⁽¹⁾	5.78	75,000
August 28, 2009	Common Shares⁽¹⁾	5.78	45,600
August 31, 2009	Common Shares⁽¹⁾	6.85	5,000
August 31, 2009	Common Shares⁽¹⁾	5.78	25,000
August 31, 2009	Common Shares⁽¹⁾	5.46	50,000
September 1, 2009	Common Shares⁽¹⁾	6.95	5,000
September 1, 2009	Common Shares⁽¹⁾	6.25	15,000
September 2, 2009	Common Shares⁽¹⁾	6.60	18,500
September 2, 2009	Common Shares⁽¹⁾	6.45	12,000
September 3, 2009	Common Shares⁽¹⁾	6.45	25,000
September 3, 2009	Common Shares⁽¹⁾	6.25	29,300
September 3, 2009	Common Shares⁽¹⁾	6.85	5,000
September 3, 2009	Common Shares⁽¹⁾	7.22	5,000
September 3, 2009	Common Shares⁽¹⁾	6.81	16,666
September 3, 2009	Common Shares⁽¹⁾	6.95	4,866
September 4, 2009	Common Shares⁽¹⁾	6.60	10,000
September 15, 2009	Common Shares⁽¹⁾	6.45	75,000
September 15, 2009	Common Shares⁽¹⁾	6.25	30,000
September 24, 2009	Common Shares⁽¹⁾	6.25	4,700
September 25, 2009	Common Shares⁽¹⁾	6.25	3,300
October 1, 2009	Common Shares⁽¹⁾	6.60	25,000
October 5, 2009	Common Shares⁽¹⁾	6.60	50,000
October 6, 2009	Common Shares⁽¹⁾	6.95	16,666
October 6, 2009	Common Shares⁽¹⁾	6.60	25,000
October 8, 2009	Common Shares⁽¹⁾	6.85	25,000
October 13, 2009	Common Shares⁽¹⁾	6.25	10,700
October 13, 2009	Common Shares⁽¹⁾	6.85	5,000
October 13, 2009	Common Shares⁽¹⁾	6.45	60,000
October 13, 2009	Common Shares⁽¹⁾	5.78	50,000
October 13, 2009	Common Shares⁽¹⁾	6.60	25,000
October 14, 2009	Common Shares⁽¹⁾	6.25	50,000
October 14, 2009	Common Shares⁽¹⁾	5.78	50,000
October 14, 2009	Common Shares⁽¹⁾	6.85	5,000
November 4, 2009	Common Shares⁽¹⁾	6.85	5,000
November 4, 2009	Common Shares⁽¹⁾	5.78	50,000
November 4, 2009	Common Shares⁽¹⁾	6.25	20,000
November 9, 2009	Common Shares⁽¹⁾	6.45	10,000
November 12, 2009	Common Shares⁽¹⁾	6.25	2,000
November 23, 2009	Common Shares⁽¹⁾	6.25	96,200
November 23, 2009	Common Shares⁽¹⁾	6.60	21,500
November 24, 2009	Common Shares⁽¹⁾	6.25	53,800
November 25, 2009	Common Shares⁽¹⁾	5.46	50,000
November 25, 2009	Common Shares⁽¹⁾	6.25	25,000
December 3, 2009	Common Shares⁽¹⁾	6.45	200,000
December 3, 2009	Common Shares⁽¹⁾	6.25	50,000
January 4, 2010	Common Shares⁽¹⁾	6.25	100,000
January 6, 2010	Common Shares⁽¹⁾	7.30	100,000
March 1, 2010	Common Shares⁽²⁾	17.73	28,250
March 18, 2010	Common Shares⁽¹⁾	6.45	100,000
March 23, 2010	Common Shares⁽¹⁾	6.95	50,000
March 23, 2010	Common Shares⁽¹⁾	6.25	100,000

Date	Security

March 23, 2010	Common Shares⁽¹⁾	6.45	130,000
April 14, 2010	Common Shares⁽¹⁾	5.78	25,000
May 7, 2010	Common Shares⁽³⁾	25.00	24,000,000
May 11, 2010	Common Shares⁽¹⁾	6.70	25,000
May 13, 2010	Common Shares⁽¹⁾	6.25	3,000
May 14, 2010	Common Shares⁽¹⁾	21.14	10,000
June 4, 2010	Common Shares⁽¹⁾	13.29	2,000
June 4, 2010	Common Shares⁽¹⁾	10.10	25,000
June 11, 2010	Common Shares⁽¹⁾	13.29	2,000
June 14, 2010	Common Shares⁽¹⁾	5.99	100,000
June 21, 2010	Common Shares⁽¹⁾	6.45	30,000
June 22, 2010	Common Shares⁽¹⁾	6.70	25,000
July 12, 2010	Common Shares⁽¹⁾	6.45	100,000
July 30, 2010	Common Shares⁽¹⁾	6.45	20,000
August 9, 2010	Common Shares⁽¹⁾	5.99	675,000
August 10, 2010	Common Shares⁽¹⁾	13.29	4,000
August 11, 2010	Common Shares⁽¹⁾	6.45	50,000
August 12, 2010	Common Shares⁽¹⁾	6.45	130,000
August 13, 2010	Common Shares⁽¹⁾	6.45	260,000

(1): Issued upon exercise of previously issued Red Back Options.
(2): Donated by Red Back.
(3): On May 4, 2010, Kinross announced that it had subscribed for 24,000,000 Red Back Shares pursuant to a private placement. The private placement closed on May 7, 2010. After giving effect to the private placement, Kinross held approximately 9.4% of Red Back's issued and outstanding Red Back Shares at the time. The subscription price was Cdn.$25.00 per Red Back Share for an aggregate purchase price of Cdn.$600,000,000.

For the 12-month period prior to the date of the Circular, Red Back has issued the Red Back Options listed in the table set forth below:

Date	Security	Exercise Price per Security (Cdn.$)

August 17, 2009	Stock Options	$	10.10	200,000
October 16, 2009	Stock Options	$	13.29	1,425,000
March 19, 2010	Stock Options	$	21.14	30,000
June 23, 2010	Stock Options	$	27.40	1,600,000

Consolidated Capitalization

The following table sets forth Red Back's consolidated capitalization as at June 30, 2010, adjusted to give effect to any material changes in the share capital of Red Back since June 30, 2010, the date of Red Back's most recent unaudited consolidated interim financial statements, and further adjusted to give effect to the Circular. The table should be read in conjunction with the unaudited consolidated interim financial statements of Red Back as at and for the six months ended June 30, 2010 including the notes thereto, and management's discussion and analysis thereof and the other financial information contained in or incorporated by reference in this Circular.

	As at June 30, 2010		As at June 30, 2010 After Giving Effect to the Arrangement

Red Back Share Capital	$	1,342,415,000	$	1,350,123,000
Red Back Shares
(Authorized — Unlimited)		256,681,885		257,920,885
Cash, Cash Equivalents and Short-Term Investments	$	730,488,000	$	738,196,000
Total Debt	$	131,741,000	$	156,741,000

Red Back Documents Incorporated by Reference and Further Information

Information regarding Red Back has been incorporated by reference in the Circular from documents filed by Red Back with the securities regulatory authority in each of the provinces of Canada. Kinross understands that copies of the documents incorporated herein by reference regarding Red Back may be obtained on request without charge from Red Back's Corporate Secretary at Suite 2101, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8, Telephone: (604) 689-7842. Copies of documents incorporated by reference may also be obtained by accessing the websites located at www.sedar.com.

The following documents of Red Back have been filed with the securities regulatory authority in each of the provinces of Canada and are specifically incorporated by reference into, and form an integral part of, the Circular:

•: annual information form of Red Back for the year ended December 31, 2009, dated March 30, 2010.
•: annual audited consolidated financial statements for the year ended December 31, 2009, including consolidated balance sheets as at December 31, 2009 and December 31, 2008 and the consolidated statements of income and retained earnings and deficit, cash flows, and comprehensive income for the years then ended;
•: management's discussion and analysis of results of operations and financial condition of Red Back for the years ended December 31, 2009 and 2008;
•: unaudited consolidated interim financial statements of Red Back, including the notes thereon, for the three and six months ended June 30, 2010 and June 30, 2009;
•: management's discussion and analysis of results of operations and financial condition of Red Back for the three and six months ended June 30, 2010;
•: management information circular dated April 6, 2010 in connection with the annual and special meeting of shareholders held on May 10, 2010;
•: material change report dated March 15, 2010 announcing that Mr. Harry Michael resigned as a director of Red Back;
•: material change report dated May 7, 2010 announcing the closing of the private placement transaction with Kinross, pursuant to which, Kinross subscribed for 24,000,000 Red Back Shares at a subscription price of Cdn.$25.00 per Red Back Share for an aggregate purchase price of Cdn.$600,000,000; and
•: material change report dated August 12, 2010 announcing that Red Back had entered into the Arrangement Agreement with Kinross.

All documents of the type referred to above (excluding confidential material change reports) and any business acquisition reports subsequently filed by Red Back with any securities commission or similar regulatory authority in Canada on or after the date of this Circular and prior to the completion of the Arrangement in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement shall be deemed to be incorporated by reference into this Circular.

Information has been incorporated by reference in this Circular from documents filed with the securities regulatory authority in each of the provinces of Canada. Copies of the documents incorporated by reference in the Circular regarding Red Back may be obtained on request without charge from the Corporate Secretary, Red Back Mining Inc., 2101 - 855 West Georgia Street, Vancouver, British Columbia, V6C 3E8 or by telephone at (604) 689-7842. For purpose of the Province of Québec, the Circular contains information to be completed by consulting the permanent information record, a copy of which permanent information record may be obtained without charge from the Corporate Secretary of Red Back at the above-mentioned address and telephone number. Copies of documents incorporated by reference or forming part of the permanent information record may be obtained by accessing the website of the Canadian securities regulatory authorities located at www.sedar.com.

Information contained in or otherwise accessed through Red Back's website, www.redbackmining.com, or any other website does not form part of this Circular.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Since January 1, 2009, no informed person of the Company or any associate or affiliate of an informed person, has or had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or will materially affect the Company or its subsidiaries.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No (a) Director or executive officer of the Company who has held such position at any time since January 1, 2009, or (b) associate or affiliate of a person in (a), has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

AUDITOR

KPMG LLP is the Company's current auditor.

EXPERTS OF KINROSS AND RED BACK

The audited consolidated financial statements of Kinross as at December 31, 2009 and 2008 and for each of the years in the three-year period ended December 31, 2009, incorporated by reference in this Circular, have been audited by KPMG LLP, independent registered chartered accountants, as set forth in their report thereon, included therein and incorporated herein by reference.

The audited consolidated financial statements of Red Back as at December 31, 2009 and 2008 and for each of the years in the two-year period ended December 31, 2009, incorporated by reference in this Circular, have been audited by PricewaterhouseCoopers LLP, independent registered chartered accountants, as set forth in their report thereon, included therein and incorporated herein by reference.

With respect to technical information relating to Kinross contained in its most recently filed Annual Information Form, Mr. Robert Henderson, Kinross' Senior Vice-President, Technical Services, has supervised the preparation of such disclosure as a "qualified person" for the purposes of National Instrument 43-101 Standards of Disclosure for Mineral Projects. As of the date hereof, each of the foregoing persons beneficially owns, directly or indirectly, less than 1% of the issued and outstanding Kinross Shares or Red Back Shares.

With respect to technical information relating to Red Back contained in this Circular and in Red Back's annual information form, each of Hugh D. Stewart, Nicholas J. Johnson, Patrick A. Smith, Bruce Gregory, Anthony Chris Silveira and William Henry Gibson have supervised the preparation of such disclosure as "qualified persons" for the purposes of National Instrument 43-101 Standards of Disclosure for Mineral Projects. As of the date hereof, each of the foregoing persons beneficially owns, directly or indirectly, less than 1% of the issued and outstanding Red Back Shares or Kinross Shares.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com and on the Company's web site at www.kinross.com. Financial information is provided in the Company's audited consolidated financial statements and management's discussion and analysis for the year ended December 31, 2009 and can also be found on SEDAR at www.sedar.com. Shareholders may also contact the Vice-President, Investor Relations of the Company by phone at (416) 365-2744 or by e-mail at erwyn.naidoo@kinross.com to request copies of these documents.

DIRECTORS' APPROVAL

The contents of this Circular and the sending thereof to the Shareholders of the Company have been approved by the Board.


		BY ORDER OF THE BOARD OF DIRECTORS
Toronto, Ontario August 16, 2010		"Shelley M. Riley" Shelley M. Riley Vice-President, Administration and Corporate Secretary

CONSENTS

Consent of KPMG LLP