F-10

As filed with the Securities and Exchange Commission on March 12, 2024

Registration No. 333-      ​

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-10 and FORM S-4

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Form F-10 Kinross Gold Corporation (FOR CO-REGISTRANTS, PLEASE SEE TABLE OF
CO-REGISTRANTS ON THE FOLLOWING PAGE) Form S-4
(FOR CO-REGISTRANTS, PLEASE SEE TABLE OF
CO-REGISTRANTS ON THE FOLLOWING PAGE)

(Exact Name of Registrant as Specified in its Charter)

Province of Ontario, Canada

(Province or Other Jurisdiction of Incorporation or Organization)

1041

(Primary Standard Industrial Classification Code Number)

650430083

(I.R.S. Employer Identification No.)

25 York Street, 17th Floor
Toronto, Ontario, Canada M5J 2V5
(416) 365-5123

(Address, including postal code, and telephone number, including area code, of Registrant’s principal executive offices)

Martin D. Litt, Secretary, Kinross Gold U.S.A., Inc.
5075 S. Syracuse Street, Suite 800,
Denver, Colorado, 80237
(303) 802-1445

(Name, Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent for Service in the United States)

Copies to:

Geoffrey P. Gold, Esq.
Kinross Gold Corporation
25 York Street
17th Floor
Toronto, Ontario
Canada M5J 2V5
(416) 365-5123 Robert G. DeLaMater, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-4000 James R. Brown, Esq.
Osler, Hoskin & Harcourt LLP
100 King Street West
1 First Canadian Place
Suite 6200, P.O. Box 50
Toronto, Ontario
Canada M5X 1B8
(416) 862-6647

Approximate date of commencement of proposed sale of the securities to the public: as soon as practicable after this registration statement becomes effective.

Form F-10
Province of Ontario, Canada
(Principal Jurisdiction Regulating this Form F-10 Offering)

It is proposed that this filing shall become effective (check appropriate box):

A.	☐	upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B.	☒	at some future date (check appropriate box below):
​	1.	☐	Pursuant to Rule 467(b) on (          ) at (          ) (designate a time not sooner than seven calendar days after filing).
​	2.	☐	Pursuant to Rule 467(b) on (          ) at (          ) (designate a time seven calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (          ).
​	3.	☒	Pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
​	4.	☐	After the filing of the next amendment to this Form (if preliminary material is being filed).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. ☐

Form S-4

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instructions G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
​	​	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registration statement shall become effective as provided in Rule 467 under the Securities Act or on such date as the U.S. Securities and Exchange Commission (the “Commission”), acting pursuant to Section 8(a) of the Securities Act, may determine.

TABLE OF ADDITIONAL REGISTRANTS

Form S-4

Exact Name of Co-Registrant as Specified in its Charter	I.R.S. Employer Identification No.	State or Other Jurisdiction of Incorporation or Organization
Compañía Minera Mantos de Oro	N/A	Republic of Chile
Fairbanks Gold Mining, Inc.	06-1325565	Delaware
Great Bear Resources Ltd.	N/A	British Columbia
KG Mining (Bald Mountain) Inc.	47-5576778	Delaware
KG Mining (Round Mountain) Inc.	47-5586694	Delaware
Kinross Brasil Mineração S.A.	N/A	Federative Republic of Brazil
Melba Creek Mining, Inc.	92-0129829	Alaska
Round Mountain Gold Corporation	88-0211837	Delaware

Address, including Zip Code, and Telephone Number, including Area Code, of each Co-Registrant’s Principal Executive Offices: c/o Kinross Gold Corporation, 25 York Street, 17th Floor, Toronto, Ontario, Canada M5J 2V5, (416) 365-5123.

Name, Address, including Zip Code, and Telephone Number, including Area Code, of each Co-Registrant’s Agent for Service: Martin D. Litt, Secretary, Kinross Gold U.S.A., Inc., to 5075 S. Syracuse Street, Suite 800, Denver, Colorado, 80237, (303) 802-1445.

PART 1
INFORMATION REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be exchanged prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

PRELIMINARY SHORT FORM PROSPECTUS

New Issue SUBJECT TO COMPLETION, DATED March 12, 2024

Kinross Gold Corporation

Offer to exchange all outstanding 6.250% Senior Notes due 2033 issued on July 5, 2023
for up to $500,000,000 Aggregate Principal Amount of Registered 6.250% Senior Notes
due 2033 and the Guarantees thereon

The Initial Notes:

$500,000,000 aggregate principal amount of 6.250% Senior Notes due 2033 (the “Initial Notes”) were originally issued by Kinross Gold Corporation (“Kinross” or the “Company”) on July 5, 2023 in a transaction that was exempt from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and resold to qualified institutional buyers in reliance on Rule 144A and non-U.S. persons outside the United States in reliance on Regulation S.

The New Notes:

The terms of the new notes (the “New Notes”) are substantially identical to the terms of the Initial Notes, except that the New Notes will be registered under the Securities Act, will not contain restrictions on transfer or certain provisions relating to additional interest, will bear a different CUSIP number from the Initial Notes and will not entitle their holders to registration rights. The New Notes will evidence the same continuing indebtedness as the Initial Notes. We refer to the Initial Notes and the New Notes together as the “Notes”.

All dollar amounts in this prospectus are in U.S. dollars, unless otherwise indicated. See “Exchange Rate Information”.

See “Risk Factors” beginning on page 6 for a discussion of certain risks that you should consider in connection with an investment in the Notes.

Exchange Offer:

Our offer to exchange Initial Notes for New Notes will be open until 5:00 p.m., New York City time, on           , 2024, unless we extend the offer.

New Notes will be issued in exchange for an equal principal amount of outstanding Initial Notes accepted in the exchange offer. The exchange offer is not conditioned upon any minimum principal amount of Initial Notes being tendered for exchange. However, the obligation to accept the Initial Notes for exchange pursuant to the exchange offer is subject to certain customary conditions set forth herein. See “Exchange Offer — Terms of the Exchange Offer — Conditions.”

There is no market through which these securities may be sold and purchasers may not be able to resell securities purchased under the short form prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities and the extent of issuer regulation. See “Risk Factors”.

This offering is made by a foreign issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this prospectus in accordance with the disclosure requirements of its home country. Prospective investors should be aware that such requirements are different from those of the United States. Financial statements included or incorporated herein, if any, have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), and may be subject to foreign auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

Kinross presents its financial statements in U.S. dollars and its financial statements are prepared in accordance with IFRS. Unless otherwise indicated, financial information included or incorporated by reference into this prospectus has been prepared in accordance with IFRS. As a result, certain financial information included or incorporated by reference in this prospectus may not be comparable to financial information prepared by companies in the United States.

(continued on next page)​

(continued from cover)

Prospective investors should be aware that the ownership of the securities described herein may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States or Canada may not be described fully herein. You should read the tax discussion in this prospectus. This prospectus may not describe these tax consequences fully. You should read the tax discussion in “U.S. Federal Income Tax Considerations” and “Canadian Federal Income Tax Considerations.”

The enforcement by you of civil liabilities under the United States federal securities laws may be affected adversely by the fact that we are incorporated under the laws of Ontario, Canada, that some or all of our officers and directors are resident outside the United States, that some or all of the experts named in the registration statement are resident outside the United States, and that all or a substantial portion of our assets and said persons may be located outside the United States. It may be difficult for United States investors to effect service of process within the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States.

THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE ONTARIO SECURITIES COMMISSION, THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATOR, NOR HAS THE ONTARIO SECURITIES COMMISSION, THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Since no securities are being offered pursuant to this prospectus, no proceeds will be raised and all expenses in connection with the preparation and filing of this prospectus will be paid by Kinross from its general corporate funds.

No underwriter is being used in connection with this exchange offer or has been involved in the preparation of this prospectus or has performed any review of the contents of this prospectus.

Prospective investors should be aware that, during the period of the exchange offer, the registrant or its affiliates, directly or indirectly, may bid for or make purchases of the Notes to be distributed or to be exchanged, or certain related debt securities, as permitted by applicable laws or regulations of Canada, or its provinces or territories.

This prospectus, as it may be amended or supplemented from time to time, may be used by broker-dealers in connection with resales of New Notes received in exchange for Initial Notes, where such Initial Notes were acquired by such broker-dealer as a result of market making or other trading activities.

The date of this prospectus is            , 2024.

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS

You should rely only on the information contained in this prospectus or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell the New Notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus or in any document incorporated or deemed to be incorporated by reference in this prospectus is accurate only as of the respective date of the document in which such document appears.

The New Notes have not been and will not be qualified for public distribution under the securities laws of any province or territory of Canada. The New Notes are not being offered for sale and may not be offered or sold, directly or indirectly, in Canada or to any resident thereof except in accordance with the securities laws of the provinces and territories of Canada.

Kinross presents its financial statements in U.S. dollars and the financial statements are prepared in accordance with IFRS. Unless otherwise indicated, financial information included or incorporated by reference in this prospectus has been prepared in accordance with IFRS. As a result, certain financial information included or incorporated by reference in this prospectus may not be comparable to financial information prepared by other U.S. or Canadian companies.

References to “$” in this prospectus are to U.S. dollars and references to “C$” in this prospectus are to Canadian dollars unless otherwise indicated. See “Exchange Rate Information”.

In this prospectus, “we”, “us” and “our” refer to Kinross and its subsidiaries, unless otherwise specified or the context requires otherwise.

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TABLE OF CONTENTS

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	iii
WHERE YOU CAN FIND MORE INFORMATION	iv
NOTE REGARDING FORWARD-LOOKING STATEMENTS	iv
NOTICE REGARDING PRESENTATION OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES	vii
EXCHANGE RATE INFORMATION	vii
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES	viii
PROSPECTUS SUMMARY	1
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA	5
RISK FACTORS	6
KINROSS	10
GENERAL DEVELOPMENT OF THE BUSINESS	11
EXCHANGE OFFER	14
USE OF PROCEEDS	22
CONSOLIDATED CAPITALIZATION	23
EARNINGS COVERAGE	24
DESCRIPTION OF THE NOTES AND GUARANTEES	26
U.S. FEDERAL INCOME TAX CONSEQUENCES	46
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	47
PLAN OF DISTRIBUTION	48
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	48
INTERESTS OF QUALIFIED PERSONS	48
VALIDITY OF NOTES AND GUARANTEES	48
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT	49

This prospectus incorporates by reference documents that contain important business and financial information about us that is not included in or delivered with this prospectus. These documents are available without charge to security holders upon written or oral request to the Corporate Secretary of Kinross at Kinross Gold Corporation, 25 York Street, 17th Floor, Toronto, Ontario, Canada M5J 2V5, (416) 365-5123 and are also available electronically on the SEDAR+ system (“SEDAR+”) at http://www.sedarplus.ca. To obtain timely delivery, holders of the Initial Notes must request these documents no later than five business days before the expiration date. Unless extended, the expiration date is            , 2024.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada and filed with or furnished to the U.S. Securities and Exchange Commission (the “Commission”), are specifically incorporated by reference in this prospectus:

(a)

The annual information form of Kinross dated as of March 31, 2023 for the year ended December 31, 2022 (the “AIF”) (incorporated by reference to Exhibit 99.1 to Kinross’ Form 40-F filed with the Commission on March 31, 2023 (the “Form 40-F”)).

(b)

The annual audited consolidated financial statements of Kinross for the year ended December 31, 2023, including consolidated balance sheets as of December 31, 2023 and December 31, 2022, the related consolidated statements of operations, comprehensive income (loss), cash flows, and equity for each of the years then ended, and the related notes, together with the reports of the independent registered public accounting firm thereon (incorporated by reference to Exhibit 99.2 to Kinross’ Form 6-K, furnished to the Commission on February 14, 2024).

(c)

The management’s discussion and analysis of Kinross for the financial year ended December 31, 2023 (incorporated by reference to Exhibit 99.1 to Kinross’ Form 6-K, furnished to the Commission on February 14, 2024) (the “2023 MD&A”).

(d)

The management information circular of Kinross filed on April 3, 2023, in connection with the annual meeting of Kinross’ shareholders held on May 10, 2023 (incorporated by reference to Exhibit 99.3 to Kinross’ Form 6-K, furnished to the Commission on April 3, 2023).

Any annual information form, annual financial statements (including the auditors’ report thereon), interim financial statements, management’s discussion and analysis, material change report (excluding any confidential material change reports), business acquisition report or information circular or amendments thereto that we file with any securities commission or similar regulatory authority in Canada after the date of this prospectus and prior to the termination of the offering of the New Notes will be incorporated by reference in this prospectus and will automatically update and supersede information contained or incorporated by reference in this prospectus. In addition, all documents we file with or furnish to the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this prospectus and prior to the termination of the offering of the New Notes to which this prospectus relates shall be deemed to be incorporated by reference into this prospectus and the registration statement of which the prospectus forms a part from the date of filing or furnishing of such documents (in the case of any Report on Form 6-K, if and to the extent expressly set forth in such report).

Any statement contained in a document incorporated or deemed to be incorporated by reference herein or contained in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent any statement contained herein or in any subsequently filed or furnished document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purpose 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.

Unless specifically incorporated by reference herein, information contained on our website, available by hyperlink from our website, on EDGAR or on SEDAR+, is not incorporated into this prospectus.

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WHERE YOU CAN FIND MORE INFORMATION

We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, without charge, upon written or oral request to the Corporate Secretary of Kinross at Kinross Gold Corporation, 25 York Street, 17th Floor, Toronto, Ontario, Canada M5J 2V5, (416) 365-5123, copies of the documents incorporated by reference in this prospectus. We do not incorporate by reference into this prospectus any of the information on, or accessible through, our website or any of the websites listed below.

We file certain reports with, and furnish other information to, the Commission and the provincial and territorial securities regulatory authorities of Canada. Kinross’ Commission file number is 1-13382. Under a multi-jurisdictional disclosure system adopted by the United States and Canada, such reports and other information may be prepared in accordance with the disclosure requirements of the provincial and territorial securities regulatory authorities of Canada, which requirements are different from those of the United States. As a foreign private issuer, Kinross is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and Kinross’ officers and directors are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. Our reports and other information filed with or furnished to the Commission are available, and our reports and other information filed or furnished in the future with or to the Commission will be available, from the Commission’s Electronic Document Gathering and Retrieval System (https://www.sec.gov), which is commonly known by the acronym “EDGAR”, as well as from commercial document retrieval services. You may also inspect our Commission filings at the NYSE, 20 Broad Street, New York, New York 10005. Our Canadian filings are available on SEDAR+ at https://www.sedarplus.ca. Our internet address is https://www.kinross.com.

We have filed with the Commission under the Securities Act, a registration statement on Form F-10/S-4 relating to the securities being offered hereunder and of which this prospectus forms a part. This prospectus does not contain all the information set forth in such registration statement, certain items of which are contained in the exhibits to the registration statement as permitted or required by the rules and regulations of the Commission. Items of information omitted from this prospectus but contained in the registration statement will be available on the Commission’s website at https://www.sec.gov.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical fact, contained or incorporated by reference in this prospectus, including, but not limited to, any information as to our future financial or operating performance, constitute “forward-looking information” or “forward-looking statements” within the meaning of certain securities laws, including the provisions of the Securities Act (Ontario) and the provisions for “safe harbor” under the United States Private Securities Litigation Reform Act of 1995 and are based on expectations, estimates and projections as of the date of this prospectus, or in the case of any documents incorporated by reference herein or therein, as of the date of such documents.

Forward-looking statements contained or incorporated by reference in this prospectus, include, but are not limited to, statements with respect to our guidance for production, cost guidance, including production costs of sales, all-in sustaining cost of sales, and capital expenditures; statements with respect our guidance for production, cost guidance, including production costs of sales, all-in sustaining cost of sales, and capital expenditures; statements with respect to our guidance for cash flow and attributable free cash flow; the declaration, payment and sustainability of the Company’s dividends; identification of additional resources and reserves or the conversion of resources to reserves; the Company’s liquidity; greenhouse gas reduction initiatives and targets; the implementation and effectiveness of the Company’s ESG or Climate Change strategy; the schedules budgets, and forecast economics for the Company’s development projects; budgets for and future prospects for exploration, development and operation at the Company’s operations and projects, including the Great Bear project; potential mine life extensions at the Company’s operations; the Company’s balance sheet and liquidity outlook, as well as references to other possible events including, the future price of gold and silver, costs of production, operating costs; price inflation; capital expenditures, costs and timing of the development of projects and new deposits, estimates and the realization of such estimates (such as mineral or gold reserves and resources or mine life), success of exploration, development and mining, currency fluctuations, capital requirements, project studies, government regulation, permit applications, environmental risks and proceedings, and resolution of pending litigation. The words “additional”, “advance”, “anticipate”, “assumption”, “believe”, “budget”, “consideration”, “continue”, “develop”, “enhancement”, “estimates”,

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“expand”, “expects”, “explore”, “extend”, “forecast”, “goal”, “focus”, “forward”, “future”, “guidance”, “indicate”, “initiative”, “intend”, “measures”, “opportunity”, “optimize”, “outlook”, “phase”, “plan”, “possible”, “potential”, “priority”, “proceeding”, “progress”, “project”, “prospect”, “prospective”, “schedule”, “seek”, “study”, “target”, “timeline” or variations of or similar such words and phrases or statements that certain actions, events or results may, could, should or will be achieved, received or taken, or will occur or result and similar such 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 of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates, models and assumptions of Kinross referenced, contained or incorporated by reference in this prospectus, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein and in our AIF and 2023 MD&A, as well as: (1) there being no significant disruptions affecting the operations of the Company, whether due to extreme weather events (including, without limitation, excessive snowfall, excessive or lack of rainfall, in particular, the potential for further production curtailments at Paracatu resulting from insufficient rainfall and the operational challenges at Fort Knox and Bald Mountain resulting from excessive rainfall or snowfall, which can impact costs and/or production) and other or related natural disasters, labour disruptions (including but not limited to strikes or workforce reductions), supply disruptions, power disruptions, damage to equipment, pit wall slides or otherwise; (2) permitting, development, operations and production from the Company’s operations and development projects being consistent with Kinross’ current expectations including, without limitation: the maintenance of existing permits and approvals and the timely receipt of all permits and authorizations necessary for the operation of Tasiast; water and power supply and continued operation of the tailings reprocessing facility at Paracatu; permitting of the Great Bear project (including the consultation process with Indigenous groups), permitting and development of the Lobo-Marte project; in each case in a manner consistent with the Company’s expectations; and the successful completion of exploration consistent with the Company’s expectations at the Company’s projects; (3) political and legal developments in any jurisdiction in which the Company operates being consistent with its current expectations including, without limitation, restrictions or penalties imposed, or actions taken, by any government, including but not limited to amendments to the mining and tax laws, and potential power rationing and tailings facility regulations in Brazil (including those related to financial assurance requirements), potential changes in the tax environment in Brazil deriving from the consumption tax reform recently passed by the Brazilian Congress, potential amendments to water laws and/or other water use restrictions and regulatory actions in Chile, new dam safety regulations, potential amendments to minerals and mining laws and energy levies laws, new regulations relating to work permits, potential amendments to customs and mining laws (including but not limited to amendments to the VAT) and the potential application of the tax code in Mauritania, potential amendments to and enforcement of tax laws in Mauritania (including, but not limited to, the interpretation, implementation, application and enforcement of any such laws and amendments thereto), potential third party legal challenges to existing permits, and the impact of any trade tariffs being consistent with Kinross’ current expectations; (4) the completion of studies, including scoping studies, preliminary economic assessments, pre-feasibility or feasibility studies, on the timelines currently expected and the results of those studies being consistent with Kinross’ current expectations; (5) the exchange rate between the Canadian dollar, Brazilian real, Chilean peso, Mauritanian ouguiya and the U.S. dollar being approximately consistent with current levels; (6) certain price assumptions for gold and silver; (7) prices for diesel, natural gas, fuel oil, electricity and other key supplies being approximately consistent with the Company’s expectations; (8) attributable production and cost of sales forecasts for the Company meeting expectations; (9) the accuracy of the current mineral reserve and mineral resource estimates of the Company and Kinross’ analysis thereof being consistent with expectations (including but not limited to ore tonnage and ore grade estimates), future mineral resource and mineral reserve estimates being consistent with preliminary work undertaken by the Company, mine plans for the Company’s current and future mining operations, and the Company’s internal models; (10) labour and materials costs increasing on a basis consistent with Kinross’ current expectations; (11) the terms and conditions of the legal and fiscal stability agreements for Tasiast being interpreted and applied in a manner consistent with their intent and Kinross’ expectations and without material amendment or formal dispute (including without limitation the application of tax, customs and duties exemptions and royalties); (12) asset impairment potential; (13) the regulatory and legislative regime regarding mining, electricity production and transmission (including rules related to power tariffs) in Brazil being consistent with Kinross’ current expectations; (14) access to capital markets, including but not limited to maintaining

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our current credit ratings consistent with the Company’s current expectations; (15) potential direct or indirect operational impacts resulting from infectious diseases or pandemics; (16) changes in national and local government legislation or other government actions, including the Canadian federal impact assessment regime; (17) litigation, regulatory proceedings and audits, and the potential ramifications thereof, being concluded in a manner consistent with the Corporation’s expectations (including without limitation litigation in Chile relating to the alleged damage of wetlands and the scope of any remediation plan or other environmental obligations arising therefrom); (18) the Company’s financial results, cash flows and future prospects being consistent with Company expectations in amounts sufficient to permit sustained dividend payments; and (19) the impacts of detected pit wall instability at Round Mountain and Bald Mountain being consistent with the Company’s expectations.

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: the inaccuracy of any of the foregoing assumptions; fluctuations in the currency markets; fluctuations in the spot and forward price of gold or certain other commodities (such as fuel and electricity); price inflation of goods and services; changes in the discount rates applied to calculate the present value of net future cash flows based on country-specific real weighted average cost of capital; changes in the market valuations of peer group gold producers and the Company, and the resulting impact on market price to net asset value multiples; changes in various market variables, such as interest rates, foreign exchange rates, gold or silver prices and lease rates, or global fuel prices, that could impact the mark-to-market value of outstanding derivative instruments and ongoing payments/receipts under any financial 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 (including but not limited to income tax, advance income tax, stamp tax, withholding tax, capital tax, tariffs, value-added or sales tax, capital outflow tax, capital gains tax, windfall or windfall profits tax, production royalties, excise tax, customs/import or export taxes/duties, asset taxes, asset transfer tax, property use or other real estate tax, together with any related fine, penalty, surcharge, or interest imposed in connection with such taxes), controls, policies and regulations; the security of personnel and assets; political or economic developments in Canada, the United States, Chile, Brazil, Mauritania or other countries in which Kinross does business or may carry on business; business opportunities that may be presented to, or pursued by, us; our ability to successfully integrate acquisitions and complete divestitures; operating or technical difficulties in connection with mining, development or refining activities; employee relations; litigation or other claims against, or regulatory investigations and/or any enforcement actions, administrative orders or sanctions in respect of the Company (and/or its directors, officers, or employees) including, but not limited to, securities class action litigation in Canada and/or the United States, environmental litigation or regulatory proceedings or any investigations, enforcement actions and/or sanctions under any applicable anti-corruption, international sanctions and/or anti-money laundering laws and regulations in Canada, the United States or any other applicable jurisdiction; the speculative nature of gold exploration and development including, but not limited to, the risks of obtaining and maintaining necessary licenses and permits; diminishing quantities or grades of reserves; adverse changes in our credit ratings; 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 environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion losses (and the risk of inadequate insurance, or the inability to obtain insurance, to cover these risks). Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, Kinross’ actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Kinross, including but not limited to resulting in an impairment charge on goodwill and/or assets. 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 prospectus are qualified by these cautionary statements and those made in our other filings with the securities regulators of Canada and the United States including, but not limited to, the cautionary statements made in the “Risk Analysis” section of our management’s discussion and analysis for the financial year ended December 31, 2023, and the “Risk Factors” set forth in the Company’s Annual Information Form dated March 31, 2023. These factors are not intended to represent a complete list of

vi

the factors that could affect Kinross. Kinross disclaims any intention or obligation to update or revise any forward- looking statements or to explain any material difference between subsequent actual events and such forward- looking statements, except to the extent required by applicable law.

NOTICE REGARDING PRESENTATION OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES

In accordance with applicable Canadian securities regulatory requirements, all mineral reserve and mineral resource estimates of Kinross incorporated by reference in this prospectus have been prepared in accordance with National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”), classified in accordance with Canadian Institute of Mining, Metallurgy and Petroleum’s “CIM Standards on Mineral Resources and Reserves Definitions and Guidelines” ​(the “CIM Guidelines”). The definitions of mineral reserves and mineral resources are set out in our disclosure of our mineral reserve and mineral resource estimates that are incorporated by reference in this prospectus.

The terms “mineral reserve,” “proven mineral reserve,” “probable mineral reserve,” “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource” are Canadian mining terms as defined in accordance with NI 43-101 and the CIM Guidelines. The SEC adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the Exchange Act. These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) with compliance required for the first fiscal year beginning on or after January 1, 2021. Under the SEC Modernization Rules, subpart 1300 of Regulation S-K (“Subpart 1300”) replaced the property disclosure requirements for mining registrants that were included in SEC Industry Guide 7. As a result of the adoption of the SEC Modernization Rules, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding terms under the CIM Guidelines. In addition, the SEC now recognizes estimates of “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources” and amending its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding definitions in the CIM Guidelines. Investors are cautioned that while the above terms are “substantially similar” to CIM Guidelines, there are differences in the definitions in Subpart 1300 and the CIM Guidelines. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as “proven mineral reserves,” “probable mineral reserves,” “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the mineral reserve or mineral resource estimates under the standards set forth in Subpart 1300. U.S. investors are also cautioned that while the SEC recognizes “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources” under Subpart 1300, investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to its existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any measured mineral resources, indicated mineral resources, or inferred mineral resources that the Company reports are or will be economically or legally mineable. Further, “inferred mineral resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, investors are also cautioned not to assume that all or any part of the “inferred mineral resources” exist. Under Canadian securities laws, estimates of “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies, except in rare cases.

As a foreign private issuer that files its annual report on Form 40-F with the SEC pursuant to the multijurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under Subpart 1300 and will continue to provide disclosure under NI 43-101 and the CIM Guidelines. If the Company ceases to be a foreign private issuer or loses its eligibility to file its annual report on Form 40-F pursuant to the multijurisdictional disclosure system, then the Company will be subject to reporting pursuant to Subpart 1300, which differ from the requirements of NI 43-101 and the CIM Guidelines.

EXCHANGE RATE INFORMATION

The daily rate of exchange on March 11, 2024, as reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars was $1.00 equals C$1.3491.

vii

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

We are a corporation existing under the laws of the Province of Ontario, Canada. A majority of our assets are located outside of the United States. In addition most of our directors and officers named in this offering circular and the documents incorporated by reference herein are residents outside of the United States. As a result, it may be difficult for United States investors to effect service of process within the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of such directors or officers under U.S. federal securities laws. We have been advised by Osler, Hoskin & Harcourt LLP, our Canadian counsel, that a judgment of a U.S. court predicated solely upon civil liability under such laws may be enforceable in Canada if the U.S. court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by an Ontario court for such purposes and if the other criteria generally applied by an Ontario court in determining whether to recognize a foreign judgment have been satisfied. We have also been advised by such counsel, however, that there is substantial doubt whether an action could be brought in Ontario in the first instance on the basis of liability predicated solely upon such laws.

The assets of several of our subsidiary guarantors are also located outside of the United States. Their directors and officers are generally resident outside of the United States. As a result, it may be difficult for United States investors to effect service of process within the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of such directors or officers under U.S. federal securities laws.

viii

PROSPECTUS SUMMARY

Company 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, West Africa 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, net asset value, production, 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 following table sets out our primary mining operations, along with our percentage ownership and allocated share of production and sales volume from continuing operations for the year ended December 31, 2023:

Operation	% Ownership (as of December 31, 2023)		Gold Equivalent Ounces (Kinross Share) (Year Ended December 31, 2023)
			Produced		Sold
Fort Knox, Alaska, USA	​	100%	​	290,651	​	287,532
Round Mountain, Nevada, USA	​	100%	​	235,690	​	234,064
Bald Mountain, Nevada, USA	​	100%	​	157,749	​	180,139
Paracatu, Brazil	​	100%	​	587,999	​	592,224
La Coipa, Chile	​	100%	​	260,138	​	268,491
Maricunga, Chile	​	100%	​	—	​	2,421
Tasiast, Mauritania	​	100%	​	620,793	​	615,065
Operations Total	​	​	​	2,153,020	​	2,179,936

The principal executive offices of each of the registrants is c/o Kinross Gold Corporation, 25 York Street, 17th Floor, Toronto, Ontario, Canada M5J 2V5, (416) 365-5123.

1

Summary Of Terms Of The Exchange Offer

We are offering to exchange $500,000,000 aggregate principal amount of Initial Notes for a like aggregate principal amount of our New Notes, evidencing the same continuing indebtedness as the Initial Notes. In order to exchange your Initial Notes, you must properly tender them and we must accept your tender. We will exchange all outstanding Initial Notes that are validly tendered and not validly withdrawn.

Exchange Offer:

We will exchange your Initial Notes for a like aggregate principal amount of our New Notes.

Resale of New Notes:

We believe you may offer the New Notes for resale and resell and otherwise transfer New Notes without compliance with the registration or prospectus delivery provisions of the U.S. Securities Act of 1933, as amended (the “Securities Act”) if:

•

You are acquiring the New Notes in the ordinary course of your business;

•

You are not a broker-dealer that acquired the Initial Notes from us or in market-making transactions or other trading activities;

•

You are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the New Notes issued to you; and

•

You are not an affiliate, under Rule 405 of the Securities Act, of us.

You should read the discussion under the heading “Exchange Offer” for further information regarding the exchange offer and resale of the New Notes.

Registration Rights Agreement:

We have undertaken this exchange offer pursuant to the terms of a registration rights agreement entered into with the initial purchasers of the Initial Notes. See “Exchange Offer.”

Consequences of Failure to Exchange Initial Notes:

You will continue to hold Initial Notes that remain subject to their existing transfer restrictions if:

•

You do not tender your Initial Notes; or

•

You tender your Initial Notes and they are not accepted for exchange.

Subject to certain limited exceptions, we will have no obligation to register the Initial Notes after we consummate the exchange offer. See “Exchange Offer — Terms of the Exchange Offer — Consequences of Failure to Exchange” and “Exchange Offer — Terms of the Exchange Offer — Acceptance of Initial Notes for Exchange; Delivery of New Notes.”

Expiration Date:

The “expiration date” for the exchange offer is 5:00 p.m., New York City time, on,          , 2024, unless we extend it, in which case “expiration date” means the latest date and time to which the exchange offer is extended.

Interest on the New Notes:

The New Notes will accrue interest at a rate of 6.250% per annum from and including the last interest payment date on which interest has been paid on the Initial Notes. No additional interest will be paid on Initial Notes tendered and accepted for exchange.

Conditions to the Exchange Offer:

The exchange offer is subject to certain customary conditions, which we may waive. See “Exchange Offer — Terms of the Exchange Offer — Conditions”.

Procedures for Tendering Initial Notes:

If you wish to accept the exchange offer, you must submit the required documentation and effect a tender of Initial Notes pursuant to the procedures for book-entry transfer (or other applicable procedures), all in accordance with the instructions described in this prospectus and in the letter of transmittal.

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See “Exchange Offer — Terms of the Exchange Offer — Procedures for Tendering,” “Exchange Offer — Terms of the Exchange Offer — Book-Entry Transfer,” “Exchange Offer — Terms of the Exchange Offer — Exchanging Book-Entry Notes” and “Exchange Offer — Terms of the Exchange Offer — Guaranteed Delivery Procedures.”

Guaranteed Delivery Procedures:

If you wish to tender your Initial Notes, but cannot properly do so prior to the expiration date, you may tender your Initial Notes in accordance with the guaranteed delivery procedures described in “Exchange Offer — Terms of the Exchange Offer — Guaranteed Delivery Procedures.”

Withdrawal Rights:

Tenders of Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of Initial Notes, a written notice of withdrawal must be received by the exchange agent at its address set forth in the letter of transmittal prior to 5:00 p.m., New York City time, on the expiration date.

Acceptance of Initial Notes and Delivery of New Notes:

Subject to certain conditions, any and all Initial Notes that are validly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange. The New Notes issued pursuant to the exchange offer will be delivered promptly following the expiration date. See “Exchange Offer — Terms of the Exchange Offer.”

U.S. Federal and Canadian Federal Income Tax Considerations:

The exchange of the Initial Notes for the New Notes will not constitute a taxable exchange for U.S. federal or Canadian federal income tax purposes. See “U.S. Federal Income Tax Consequences” and “Canadian Federal Income Tax Considerations.”

Use of Proceeds:

We will not receive any proceeds from the exchange offer.

Exchange Agent:

Computershare Trust Company, N.A. is serving as the exchange agent.

Summary of Terms of the New Notes:

The terms of the New Notes are substantially identical to the terms of the Initial Notes except that the New Notes:

•

will be registered under the Securities Act, and therefore will not contain restrictions on transfer;

•

will not contain certain provisions relating to additional interest;

•

will bear a different CUSIP number from the Initial Notes; and

•

will not entitle their holders to registration rights.

Issuer:

Kinross Gold Corporation

Notes Offered:

$500,000,000 aggregate principal amount of 6.250% notes due 2033.

Interest Rate:

The New Notes will bear interest at the rate of 6.250% per annum.

Interest Payment Dates:

Payable semi-annually in arrears on January 15 and July 15 of each year.

Maturity Date:

The New Notes will mature on July 15, 2033.

Ranking:

The New Notes will rank equally with all of our other unsecured and unsubordinated indebtedness. The New Notes will be effectively subordinated to all indebtedness and other liabilities of our non-guarantor subsidiaries and the New Notes and the Guarantees of the New Notes will be effectively subordinated to any secured indebtedness and other secured liabilities of ours and the Guarantor Subsidiaries, in each case to the extent of the assets securing such indebtedness and other liabilities.

Guarantees:

The New Notes will be unconditionally and irrevocably guaranteed (the “Guarantees”) by each Kinross subsidiary that guarantees payment by Kinross

3

of any of its indebtedness under its Credit Agreement (as defined herein) from time to time (the “Guarantor Subsidiaries”). Each subsidiary Guarantee will be a senior unsecured obligation of the respective Guarantor Subsidiary and will rank:

•

equal in right of payment with existing and future unsecured senior debt of such Guarantor Subsidiary, including such Guarantor Subsidiary’s Guarantee of the Credit Agreement (as defined herein) and our other senior unsecured notes;

•

senior in right of payment to any future subordinated debt of such Guarantor Subsidiary; and

•

effectively junior in right of payment to any future debt of such Guarantor Subsidiary that is secured by liens on assets of such Guarantor Subsidiary to the extent of the value of such assets.

Optional and Tax Redemption:

Prior to April 15, 2033 (three months prior to the maturity date), we may redeem the New Notes, in whole or from time to time in part, at our option, at the redemption price described in this prospectus. On or after April 15, 2033 (three months prior to the maturity date), we may redeem the New Notes, in whole, but not in part, at a redemption price equal to 100% of the principal amount of the New Notes plus accrued interest thereon to, but not including, the date of redemption. See “Description of the Notes and Guarantees — Optional Redemption.”

The New Notes may also be redeemed, in whole but not in part, under certain circumstances relating to changes in applicable tax laws as described under “Description of the Notes and Guarantees — Tax Redemption.”

Change of Control:

Upon the occurrence of both (i) a change of control of Kinross and (ii) a downgrade within a specified period of the New Notes below an investment grade rating by each of Moody’s Investors Service Inc. and S&P Global Rating Services, Kinross will be required to make an offer to purchase the New Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to, but not including, the date of repurchase. See “Description of the Notes and Guarantees — Change of Control Repurchase Event.”

Additional Amounts:

All payments made by us with respect to the New Notes will be made without withholding or deduction for taxes unless required to be withheld or deducted by applicable law or by the interpretation or administration thereof. Subject to the exceptions and limitations set forth in this prospectus, if Kinross or a Guarantor Subsidiary is required to withhold or deduct for taxes from any payment made under or with respect to the New Notes, we will pay to any holder of such notes such additional amounts as may be necessary so that the net payment received by such holder after such withholding or deduction will not be less than the amount such holder would have received if such taxes had not been withheld or deducted. See “Description of the Notes and Guarantees — Payment of Additional Amounts.”

Form:

The New Notes will be represented by one or more fully registered global notes deposited in book entry form with, or on behalf of, The Depository Trust Company, and registered in the name of its nominee. See “Description of the Notes and Guarantees — Global Securities and Book Entry System.”

Governing Law:

The indenture is, and the New Notes and the related Guarantees are or will be, governed by and construed in accordance with the laws of the State of New York.

Risk Factors:

Investing in the New Notes involves risks. See “Risk Factors” beginning on page 6 of this prospectus.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth selected historical consolidated financial data for the periods, and as of the dates, indicated. The selected historical consolidated financial data as of December 31, 2023 and 2022 and for each of the years then ended has been derived from our audited consolidated financial statements for the years ended December 31, 2023 and 2022, which are incorporated by reference herein, and furnished under Form 6-K. The audited consolidated financial statements for the years ended December 31, 2023 and 2022, furnished under Form 6-K, have been audited by KPMG LLP, our independent registered public accounting firm, as set forth in their report thereon, which is incorporated by reference herein.

Our historical financial data is not necessarily indicative of future performance. This data should be read in conjunction with our audited consolidated financial statements, including the notes to the financial statements, and the risk factors set out or incorporated by reference in this prospectus.

Consolidated Statements of Operations

​	Year Ended December 31,
​	2023		2022
​	(in millions of $ except per share amounts)
Operating earnings	​	801.4	​	117.7
Earnings from continuing operations after tax	​	415.4	​	30.6
Net earnings	​	415.4	​	(605.7)
Earnings per share from continuing operations attributable to common shareholders	​	​	​	​
Basic	​	0.34	​	0.02
Diluted	​	0.34	​	0.02
Earnings (loss) per share attributable to common shareholders	​	​	​	​
Basic	​	0.34	​	(0.47)
Diluted	​	0.34	​	(0.47)

Balance Sheet Information

​	As of December 31,
​	2023		2022
​	(in millions of $)
Total assets	​	10,543.3	​	10,396.4
Long term obligations	​	3,672.1	​	3,762.7

Cash Dividends Declared Per Common Share (in $)

Year Ended December 31,
2023	2022
0.12	​	0.12

5

RISK FACTORS

In deciding whether to exchange Initial Notes for New Notes, you should carefully consider the risks and uncertainties described below and under the heading “Risk Analysis” in Kinross’ Management’s Discussion and Analysis dated as of February 14, 2024 for the year ended December 31, 2023 and under the heading “Risk Factors” in the AIF, which are incorporated by reference herein. These risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any such risks actually occur, our business, financial condition and operating results could be materially harmed.

Our indebtedness could adversely affect our financial health and operating flexibility.

As of December 31, 2023, we had an aggregate consolidated indebtedness outstanding of approximately $2,232.6 million. In addition, we had $1,493.2 million available under our revolving credit facility and $860.4 million in issued letters of credit and surety bonds on December 31, 2023. In addition, our non-guarantor subsidiaries had indebtedness and other liabilities, including trade payables and excluding intercompany obligations, of $630.9 million, all of which would have ranked structurally senior to the Notes. As a result of this indebtedness, we are required to use a material portion of our cash flow to service principal and interest on our debt, which will limit the cash flow available for other business opportunities.

Our indebtedness could have important consequences to us, including:

•

limiting our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of our growth strategy or other purposes;

•

limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service the debt;

•

increasing our vulnerability to general adverse economic and industry conditions, including increases in interest rates, particularly given that a significant portion of our indebtedness bears interest at variable rates;

•

limiting our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation; and

•

limiting our ability or increasing the costs to refinance indebtedness.

Enforcing your rights as a holder of the New Notes or under the Guarantees across multiple jurisdictions may be difficult.

The New Notes will be issued by Kinross, a corporation existing under the laws of the Province of Ontario, Canada, and guaranteed by the Guarantor Subsidiaries, which are incorporated in various jurisdictions, including Canada, the United States, Chile and Brazil. In the event of bankruptcy, insolvency or a similar event, proceedings could be initiated in any of these jurisdictions and in the jurisdiction of organization of a future guarantor of the New Notes. Your rights under the New Notes and the Guarantor Subsidiaries’ Guarantees will thus be subject to the laws of several jurisdictions, and you may not be able to effectively enforce your rights in multiple bankruptcy, insolvency and other similar proceedings. Moreover, such multi-jurisdictional proceedings are typically complex and costly for creditors and often result in substantial uncertainty and delay in the enforcement of creditors’ rights.

In addition, the bankruptcy, insolvency, administrative, and other laws of the respective Guarantor Subsidiaries’ jurisdictions of incorporation may be materially different from, or in conflict with, one another and those of the United States in certain areas, including creditors’ rights, priority of creditors, the ability to obtain post-petition interest and the duration of the insolvency proceeding. The application of these various laws in multiple jurisdictions could trigger disputes over which jurisdictions’ law should apply and could adversely affect your ability to enforce your rights and to collect payment in full under the New Notes, the Guarantees and any security.

Corporate benefit and financial assistance laws and other limitations on the Guarantees may adversely affect the validity and enforceability of the Guarantees of the New Notes.

The Guarantees of the New Notes by the Guarantor Subsidiaries provide the holders of the New Notes with a direct claim against the assets of the Guarantor Subsidiaries. Each of the Guarantees, however, will be

6

limited to the maximum amount that can be guaranteed by a particular Guarantor Subsidiary without rendering the Guarantee, as it relates to that Guarantor Subsidiary, voidable or otherwise ineffective under applicable law. This provision may not be effective to protect the Guarantees from being voided under fraudulent transfer law. In a Florida bankruptcy case, this kind of provision was found to be ineffective to protect guarantees. In addition, enforcement of any of these Guarantees against any Guarantor Subsidiary will be subject to certain defenses available to guarantors generally. These laws and defenses include those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose or benefit, preservation of share capital, thin capitalization and regulations or defenses affecting the rights of creditors generally. If one or more of these laws and defenses are applicable, a Guarantor Subsidiary may have no liability or decreased liability under its Guarantee.

The New Notes will be structurally subordinated to the liabilities of non-guarantor subsidiaries.

Some, but not all, of our subsidiaries will guarantee the New Notes. Generally, holders of indebtedness of, and trade creditors of, non-guarantor subsidiaries, including lenders under bank financing agreements, are entitled to payments of their claims from the assets of such subsidiaries before these assets are made available for distribution to Kinross Gold Corporation or any Guarantor Subsidiary, as direct or indirect shareholder.

Accordingly, in the event that any of the non-guarantor subsidiaries or joint venture becomes insolvent, liquidates or otherwise reorganizes:

•

the creditors of Kinross or the Guarantor Subsidiaries (including the holders of the New Notes) will have no right to proceed against such subsidiary or joint venture entities’ assets; and

•

creditors of such non-guarantor subsidiary or joint venture, including trade creditors, will generally be entitled to payment in full from the sale or other disposal of the assets of such subsidiary or joint venture before Kinross or any Guarantor Subsidiary, as direct or indirect shareholder, will be entitled to receive any distributions from such subsidiary or joint venture.

Our subsidiaries that will not guarantee the New Notes generated 28.3% of our total revenues and 31.8% of our operating cash flow for the year ended December 31, 2023 and represented 35.7% of our total assets (excluding intercompany assets) as of December 31, 2023. As of December 31, 2023, our non-guarantor subsidiaries had approximately $630.9 million of indebtedness and other liabilities, including trade payables but excluding intercompany obligations, all of which would have ranked structurally senior to the Notes and the Guarantees.

If the Guarantors are released from their obligations under our Credit Agreement, those Guarantors may be released from their Guarantees of the Notes.

Under our Credit Agreement, the Guarantees of the Guarantors may be released upon the sale, transfer or disposition of our interest in the Guarantors and certain other circumstances, subject to the terms and conditions set forth in the Credit Agreement. If a Guarantor is no longer a guarantor of obligations under our Credit Agreement or any other successor credit agreement that may be then outstanding, then the Guarantee of the Notes by such Guarantor may be released without action by, or consent of, any holder of the Notes or the trustee under the indenture. You will not have a claim as a creditor against any subsidiary that is no longer a Guarantor of the Notes, and the indebtedness and other liabilities, whether secured or unsecured, of those subsidiaries will rank structurally senior to the New Notes and the Guarantees.

The New Notes do not restrict our ability to incur additional debt, repurchase our securities or to take other actions that could negatively affect holders of the New Notes.

We are not restricted under the terms of the indenture governing the New Notes from incurring additional debt, including secured debt, or repurchasing our securities. In addition, the limited covenants applicable to the New Notes do not require us to achieve or maintain any minimum financial results relating to our financial position or results of operations. Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the New Notes could have the effect of diminishing our ability to make payments on the New Notes when due. As of December 31, 2023, we had $1,493.2 million available under our revolving credit facility.

7

Changes in interest rates may cause the value of the New Notes to decline.

Prevailing interest rates will affect the market price or value of the New Notes. The market price or value of the New Notes may decline as prevailing interest rates for comparable debt instruments rise, and increase as prevailing interest rates for comparable debt instruments decline. The condition of the financial markets and prevailing interest rates have fluctuated significantly in the past and may fluctuate in the future. Such fluctuations and further interest rate increases could have an adverse effect on the liquidity and trading prices of the New Notes.

Credit ratings may change, adversely affecting the market value of the New Notes and our cost of capital.

There is no assurance that the credit ratings assigned to the New Notes or Kinross will remain in effect for any given period of time or that any such rating will not be revised or withdrawn entirely by a rating agency. Real or anticipated changes in credit ratings assigned to the New Notes will generally affect the market price of the New Notes. In addition, real or anticipated changes in our credit ratings may also affect the cost at which we can access the capital markets.

Credit rating agencies evaluate the industries in which we operate as a whole and may change their credit rating for us based on their overall view of such industries.

We may be unable to purchase New Notes upon a change of control repurchase event.

If a change of control repurchase event occurs in respect of the New Notes, we will be required to offer to purchase such New Notes for cash at a price equal to 101% of the principal amount of such New Notes plus accrued and unpaid interest on the New Notes repurchased to, but not including, the date of purchase in order to avoid an event of default under the indenture. See “Description of the Notes and Guarantees — Change of Control Repurchase Event.” A change of control may also require us to make an offer to purchase certain of our other indebtedness and may give rise to the early termination of our Credit Agreement. We may not have sufficient funds to purchase all of the affected indebtedness and/ or to repay the amounts owing under our Credit Agreement.

An active trading market may not exist for the New Notes. The absence of a market for the New Notes could adversely affect the liquidity and value of your New Notes.

A market may not exist for the New Notes, and if a market does exist, it may not be sufficiently liquid for your purposes. If an active, liquid market does not exist for the New Notes, the market price and liquidity of the New Notes may be adversely affected. The New Notes may trade at a discount from their initial offering price.

The liquidity of the trading market, if any, and future trading prices of the New Notes will depend on many factors, including, among other things, prevailing interest rates, our operating results, financial performance and prospects, the market for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in these factors. Historically, the market has been subject to disruptions that have caused volatility in prices. The market for the New Notes may be subject to disruptions that could have a negative effect on the holders of the New Notes, regardless of our operating results, financial performance or prospects.

If you fail to exchange your Initial Notes, they will continue to be subject to transfer restrictions and may become less liquid.

Initial Notes that you do not tender or we do not accept will, following the exchange offer, continue to be subject to transfer restrictions, and you may not offer or sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities law. We will issue New Notes in exchange for the Initial Notes pursuant to the exchange offer only following the satisfaction of the procedures and conditions set forth in “Exchange Offer — Terms of the Exchange Offer — Conditions” and “Exchange Offer — Terms of the Exchange Offer — Procedures for Tendering”. These procedures and conditions include timely receipt by the exchange agent of such Initial Notes (or a confirmation of book-entry transfer) and of a

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properly completed and duly executed letter of transmittal (or an agent’s message from The Depository Trust & Clearing Corporation (“DTCC”)).

Because we anticipate that most holders of Initial Notes will elect to exchange their Initial Notes, we expect that the liquidity of the market for any Initial Notes remaining after the completion of the exchange offer will be substantially limited. Any Initial Notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the Initial Notes outstanding. Following the exchange offer, if you do not tender your Initial Notes you generally will not have any further registration rights, and your Initial Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Initial Notes could be adversely affected.

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KINROSS

Kinross is 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 principally in Canada, the United States, Brazil, Chile, Mauritania and Finland. 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, net asset value, production, 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 following table sets out our primary mining operations, along with our percentage ownership and attributable share of production and sales volume from continuing operations for the year ended December 31, 2023:

Operation	% Ownership (as of December 31, 2023)		% Ownership (as of December 31, 2022)		Gold Equivalent Ounces (Kinross Share) (Year Ended December 31, 2023)				Gold Equivalent Ounces (Kinross Share) (Year Ended December 31, 2022)
					Produced		Sold		Produced		Sold
Fort Knox, Alaska, USA	​	100%	​	100%	​	290,651	​	287,532	​	291,248	​	291,793
Round Mountain, Nevada, USA	​	100%	​	100%	​	235,690	​	234,064	​	226,374	​	227,655
Bald Mountain, Nevada, USA	​	100%	​	100%	​	157,749	​	180,139	​	214,094	​	214,808
Paracatu, Brazil	​	100%	​	100%	​	587,999	​	592,224	​	577,354	​	571,164
La Coipa, Chile	​	100%	​	100%	​	260,138	​	268,491	​	109,576	​	99,915
Maricunga, Chile	​	100%	​	100%	​	—	​	2,421	​	—	​	3,191
Tasiast, Mauritania	​	100%	​	100%	​	620,793	​	615,065	​	538,591	​	519,292
Operations Total	​	​	​	​	​	2,153,020	​	2,179,936	​	1,957,237	​	1,927,818

The principal executive offices of each of the registrants is c/o Kinross Gold Corporation, 25 York Street, 17th Floor, Toronto, Ontario, Canada M5J 2V5, (416) 365-5123.

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GENERAL DEVELOPMENT OF THE BUSINESS

Overview

Kinross is 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 principally in Canada, the United States, Brazil, Chile, Mauritania and Finland. 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, net asset value, production, 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.

Our operations and mineral reserves are impacted by, among other things, changes in metal prices. The average gold price during 2023 was approximately $1,941 ($1,800 during 2022). We used a gold price of $1,400 per ounce at the end of 2023 to estimate mineral reserves.

Five Year History

On July 25, 2019, Kinross extended the maturity date of its $1.5 billion revolving credit facility by one year to 2024, restoring a five-year term.

On July 31, 2019, Kinross announced that it had entered into an agreement to acquire the Chulbatkan license, containing Udinsk, an open-pit heap leach development project, located in the Khabarovsk region of Far East Russia from N-Mining Limited (“N-Mining”) for total fixed consideration of $283 million. In addition, N-Mining received a 1.5% net smelter return royalty on future production from Chulbatkan and contingent consideration of $50 per ounce of future proven and probable reserves beyond the first 3.25 million of declared proven and probable ounces. The transaction was completed on January 16, 2020.

On September 15, 2019, Kinross announced that it was proceeding with a project to incrementally increase throughput capacity at its Tasiast mine in Mauritania to 24,000 tonnes per day (“Tasiast 24k”).

On December 2, 2019, Kinross announced that it had entered into an agreement to sell a portfolio of precious metals royalties to Maverix Metals Inc. (“Maverix”) for total consideration of $73.9 million, which included $25 million in cash and approximately 11.2 million Maverix common shares, representing a 9.4% ownership interest in Maverix. As part of the transaction, Kinross entered into an investor rights agreement with Maverix, which among other customary terms and conditions, provided Kinross with pre-emptive rights to participate in any future equity financings to maintain its ownership position. The transaction closed on December 19, 2019.

On December 9, 2019, the Company sold its investment of 20,656,250 common shares of Lundin Gold Inc. to a syndicate of buyers for proceeds of $113.2 million.

On December 16, 2019, Tasiast Mauritanie Limited S.A. (“TMLSA”), a wholly-owned subsidiary of Kinross, announced it had entered into a definitive loan agreement for up to $300 million for its Tasiast mine in Mauritania with the IFC (a member of the World Bank Group), Export Development Canada (“EDC”), and with the participation of ING Bank and Société Générale (the “Tasiast Loan”). The eight-year loan, which is non-recourse to Kinross, matures in December 2027, with principal repayments beginning in 2022, and has a floating interest rate of LIBOR plus 4.38%. On April 9, 2020 the Company drew down $200 million from the $300 million Tasiast Loan. On December 15, 2021, the Tasiast Loan was amended to cancel the remaining $100 million available to be drawn. On December 15, 2023 the Tasiast Loan was repaid in full.

On March 20, 2020, the Company drew down $750 million from its $1.5 billion revolving credit facility as a precautionary measure to protect against economic and business uncertainties caused by the COVID-19 pandemic. The Company repaid $250 million of the drawn amount on July 24, 2020 and the remaining $500 million balance on September 18, 2020.

On June 15, 2020, the Company announced it had reached an agreement in principle with the Government of Mauritania (the “Government”) to enhance the parties’ partnership. The key terms of the agreement include

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the Government (i) providing the Company with a 30-year exploitation license for Tasiast Sud, (ii) reinstating the tax exemption on fuel duties, and (iii) repaying to the Company approximately $40 million in outstanding VAT refunds over the course of the next five years. The Company in return has agreed to (i) make payments totaling $25 million to resolve certain disputed matters, and (ii) update its existing 3% royalty payable to an escalating royalty approach tied to the price of gold that is comparable with other royalties being paid in the region.

On September 30, 2020, Kinross announced that it had entered into an agreement to acquire a 70% interest in the Peak project in Alaska from Royal Gold, Inc. and Contango ORE, Inc. (“Contango”) for total cash consideration of $93.7 million. Going forward the Company, in consultation with the local community, has agreed to change the name to the Manh Choh project. Kinross has broad authority to construct and operate the Manh Choh project, with Contango retaining a 30% non-operating minority interest in the project.

On June 1, 2021, Kinross redeemed all of its outstanding 5.125% Senior Notes due September 1, 2021, which had an aggregate principal amount of $500.0 million.

On June 16, 2021, Kinross announced the temporary suspension of mill operations at its Tasiast mine in Mauritania due to a fire that occurred on June 15, 2021. On November 10, 2021, Kinross announced that mill operations had re-started at its Tasiast mine at costs below original estimates. Kinross has received a total of $167.1 million in insurance recoveries as of December 31, 2023 in respect of the fire.

On July 15, 2021, Kinross announced it had signed a definitive agreement with the Government of Mauritania (“Government”) with respect to its Tasiast mine and the primary exploitation permit held by Tasiast Mauritanie Limited S.A. (“TMLSA”), which includes the following key terms: (i) the continuation of tax exemptions on fuel duties1, (ii) the repayment by the Government to Kinross of approximately $40 million in outstanding VAT refunds2, (iii) the payment by the Company to the Government of $10 million to resolve disputed matters1, (iv) the introduction of an updated escalating royalty structure1 tied to the gold price that aligns with current Mauritanian mining legislation and is comparable to other royalties in the region, and (v) the nomination of two observers by the Government to the Board of Directors of the Kinross subsidiary operating the Tasiast mine. Tasiast Sud is not included in this simplified agreement and is not part of the 24k expansion project.

On December 8, 2021, Kinross announced that it had entered into a definitive agreement with Great Bear Resources Ltd. (“Great Bear”) to acquire all of the issued and outstanding shares of Great Bear through a plan of arrangement (the “Arrangement”) and the acquisition was officially completed on February 24, 2022. Kinross agreed to an upfront payment of approximately $1.4 billion (C$1.8 billion), representing C$29.00 per Great Bear common share paid through a combination of cash and Kinross common shares. The arrangement also includes payment of contingent consideration in the form of a contingent value right that may be exchanged for 0.1330 of a Kinross common share per Great Bear common share, representing further potential consideration of approximately $46.0 million (C$58.2 million). The contingent consideration has a ten-year term and will be payable in connection with Kinross’ public announcement of commercial production at the Great Bear project, provided that at least 8.5 million gold ounces of mineral reserves and measured and indicated mineral resources are disclosed.

On March 7, 2022, Kinross entered into a new $1.0 billion term loan that will mature on March 7, 2025, has no mandatory amortization payments, and has a flexible repayment schedule. Kinross used the proceeds from such term loan to repay amounts drawn under its $1.5 billion revolving credit facility in connection with the closing of its acquisition of Great Bear Resources Ltd.

On April 5, 2022, Kinross announced that it had entered into a definitive agreement with the Highland Gold Mining group of companies (“Highland Gold”) and its affiliates to sell 100% of its Russian assets for total consideration of $680.0 million in cash. Following a review of the transaction by the Russian Sub-commission of the Control of Foreign Investments, which approved the transaction for a purchase price not exceeding $340.0 million, the parties adjusted the total consideration to $340.0 million in cash, with $300.0 million due on closing and $40.0 million due on the one year-anniversary of closing the transaction. The transaction closed on June 15, 2022.

1

The fuel tax exemption and updated royalty structure were effective on July 1, 2020.

2

The VAT refund payments are scheduled over a five-year period.

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On April 25, 2022, Kinross announced that it had entered into a sale agreement with Asante Gold Corporation (“Asante”) to sell its 90% interest in the Chirano mine in Ghana for a total consideration of $225.0 million in cash and shares. The transaction closed on August 10, 2022. In accordance with the sale agreement, the Company received $60.0 million in cash and 34,962,584 Asante shares on closing, with the remaining cash consideration to be paid across several payments due between February and May 2023 totaling $55.0 million plus interest, and $36.9 million due on each of the one-year and two-year anniversaries of closing. On February 10, 2023, Kinross and Asante amended the sale agreement in respect of the deferred payment consideration of $55.0 million due on February 10, 2023. Under the amended agreement, the receivable accrues interest at a rate of prime plus 5% until payment is received. In addition, the Company received 5.0 million Asante warrants, valued at $2.5 million, on closing of the amended agreement. During the year ended December 31, 2023, the Company received $5.0 million in respect of the deferred payment consideration. The total deferred consideration is secured through pledges by Asante of equity interests in certain acquired entities holding an indirect interest in the Chirano mine.

On August 4, 2022, the Company amended its $1.5 billion revolving credit facility to extend the maturity by one year to August 4, 2027.

On September 19, 2022, Kinross announced an enhanced share buyback program. On September 29, 2022, Kinross received approval from the Toronto Stock Exchange to increase its normal course issuer bid (“NCIB”) program. Under the amended NCIB program, the Company is authorized to purchase up to 10% of the Company’s public float. On August 4, 2023 the Company announced that its NCIB program had been renewed for another year covering the period starting on August 9, 2023 and ending on August 8, 2024. In 2024, Kinross may allocate up to 75% of its excess cash (in this case, defined as free cash flow after paying interest and dividends) to share buybacks but such buybacks will only take place if the Company’s net leverage ratio is below 1.7:1, which was the ratio at the time of the announcement. No common shares were repurchased or cancelled during the year ended December 31, 2023.

On June 26, 2023, Kinross announced an offering of $500.0 million aggregate principal amount of 6.250% senior notes due 2033. The notes are senior unsecured obligations of Kinross and are unconditionally and irrevocably guaranteed by certain of Kinross’ wholly-owned subsidiaries that are also guarantors under Kinross’ senior unsecured credit agreements. The offering was completed on July 5, 2023. Kinross used the net proceeds, along with available cash on hand, to redeem all of its $500.0 million aggregate principal amount of 5.950% Senior Notes due March 15, 2024 on August 10, 2023.

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EXCHANGE OFFER

Terms of the Exchange Offer

General

In connection with the issuance of the Initial Notes, we entered into a registration rights agreement, dated as of July 5, 2023, with the representatives of the several initial purchasers of the Initial Notes (the “Registration Rights Agreement”). The following contains a summary of the provisions of the Registration Rights Agreement. It does not contain all of the information that may be important to an investor in the New Notes. We refer you to the Registration Rights Agreement, which has been filed as an exhibit to the registration statement of which this prospectus forms a part.

Under the Registration Rights Agreement, we agreed to use our commercially reasonable efforts to cause to become effective under the Securities Act, on or prior to 360 days after the closing of the offering of the Initial Notes, the registration statement of which this prospectus is a part with respect to a registered offer to exchange the Initial Notes for New Notes. We will keep the exchange offer open for at least 20 business days (or longer if required by law) after the date notice of the exchange offer is sent to holders of the Initial Notes.

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, all Initial Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange. New Notes will be issued in exchange for an equal principal amount of outstanding Initial Notes accepted in the exchange offer. This prospectus, together with the letter of transmittal, is being sent to all holders as of the date of this prospectus. The exchange offer is not conditioned upon any minimum principal amount of Initial Notes being tendered for exchange. However, the obligation to accept Initial Notes for exchange pursuant to the exchange offer is subject to certain customary conditions as set forth herein under “— Conditions.”

Initial Notes shall be deemed to have been accepted as validly tendered when, as and if we have given oral (promptly confirmed in writing) or written notice thereof to Computershare Trust Company, N.A., the exchange agent. The exchange agent will act as agent for the tendering holders of Initial Notes for the purposes of receiving the New Notes and delivering New Notes to such holders.

Based on interpretations by the Staff of the Commission as set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-III Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993), we believe that the New Notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by any holder thereof (other than any such holder that is a broker-dealer or an “affiliate” of Kinross or any Guarantor Subsidiary within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

•

such New Notes are acquired in the ordinary course of business;

•

at the time of the commencement of the exchange offer such holder has no arrangement or understanding with any person to participate in a distribution of such New Notes; and

•

such holder is not engaged in, and does not intend to engage in, a distribution of such New Notes.

We have not sought, and do not intend to seek, a no-action letter from the Commission with respect to the effects of the exchange offer, and we cannot assure you that the Staff would make a similar determination with respect to the New Notes as it has in such no-action letters.

By tendering Initial Notes in exchange for New Notes and executing the letter of transmittal, each holder will represent to us that:

•

any New Notes to be received by it will be acquired in the ordinary course of business;

•

it has no arrangements or understandings with any person to participate in the distribution of the Initial Notes or New Notes within the meaning of the Securities Act; and

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•

it is not an “affiliate,” as defined in Rule 405 under the Securities Act, of either Kinross or any Guarantor Subsidiary.

If such holder is a broker-dealer, it will also be required to represent that the Initial Notes were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of New Notes. See “Plan of Distribution.” Each holder, whether or not it is a broker-dealer, shall also represent that it is not acting on behalf of any person that could not truthfully make any of the foregoing representations contained in this paragraph. If a holder of Initial Notes is unable to make the foregoing representations, such holder may not rely on the applicable interpretations of the Staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction unless such sale is made pursuant to an exemption from such requirements.

Each broker-dealer that receives New Notes for its own account in exchange for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act and that it has not entered into any arrangement or understanding with us or an affiliate of ours to distribute the New Notes in connection with any resale of such New Notes. See “Plan of Distribution.”

Upon consummation of the exchange offer, any Initial Notes not tendered will remain outstanding and continue to accrue interest but, subject to certain limited exceptions, holders of Initial Notes who do not exchange their Initial Notes for New Notes in the exchange offer will no longer be entitled to registration rights or certain payments of additional interest. In addition, such holders will not be able to offer or sell their Initial Notes, unless such Initial Notes are subsequently registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Subject to limited exceptions, we will have no obligation to effect a subsequent registration of the Initial Notes.

Expiration Date; Extensions; Amendments; Termination

The expiration date shall be        , 2024 unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date to which the exchange offer is extended.

To extend the expiration date, we will notify the exchange agent of any extension by oral (promptly confirmed in writing) or written notice and will notify the holders of Initial Notes by means of a press release or other public announcement prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Such announcement will state that we are extending the exchange offer for a specified period of time.

We reserve the right:

•

to delay acceptance of any Initial Notes, to extend the exchange offer or to terminate the exchange offer and not permit acceptance of Initial Notes not previously accepted if any of the conditions set forth under “— Conditions” shall have occurred and shall not have been waived prior to the expiration date, by giving oral (promptly confirmed in writing) or written notice of such delay, extension or termination to the exchange agent; or

•

to amend the terms of the exchange offer in any manner deemed by us to be advantageous to the holders of the Initial Notes.

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral (promptly confirmed in writing) or written notice to the exchange agent. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of the Initial Notes of such amendment and we will extend the exchange offer for a period of five to ten business days. Without limiting the manner in which we may choose to make public the announcement of any delay, extension, amendment or termination of the exchange offer, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

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Interest on the New Notes

The New Notes will accrue interest at the rate of 6.250% per annum. The New Notes will accrue interest from and including the last interest payment date on which interest was paid on the Initial Notes surrendered in exchange therefor; provided that if Initial Notes are surrendered for exchange on or after a record date for an interest payment date that will occur on or after the date of such exchange and as to which interest will be paid, interest on the New Notes received in exchange therefor will accrue from the date of such interest payment date. Interest on the New Notes is payable on January 15 and July 15, beginning on July 15, 2024. No additional interest will be paid on Initial Notes tendered and accepted for exchange.

Absence of Dissenter’s Rights of Appraisal

Holders of the Initial Notes do not have any dissenter’s rights of appraisal in connection with the exchange offer.

Procedures for Tendering

To tender in the exchange offer, a holder must complete, sign and date the applicable letter of transmittal or a facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal and mail, or otherwise deliver, such letter of transmittal or such facsimile, together with any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. In addition, either:

•

a timely confirmation of a book-entry transfer of such Initial Notes, if such procedure is available, into the exchange agent’s account at the book-entry transfer facility, The Depository Trust Company, pursuant to the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date with the applicable letter of transmittal; or

•

the holder must comply with the guaranteed delivery procedures described below.

The method of delivery of Initial Notes, letter of transmittal and all other required documents is at the election and risk of the holders. If such delivery is by mail, it is recommended that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No Initial Notes, letters of transmittal or other required documents should be sent to us. Delivery of all Initial Notes, if applicable, letters of transmittal and other documents must be made to the exchange agent at its address set forth in the letter of transmittal. Holders may also request their respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender for such holders.

The tender by a holder of Initial Notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth herein and in the applicable letter of transmittal. Any beneficial owner whose Initial Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on its behalf.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by any member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor” institution within the meaning of Rule 17Ad-15 under the Exchange Act or an eligible institution unless the Initial Notes tendered pursuant thereto are tendered (1) by a registered holder of Initial Notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal or (2) for the account of an eligible institution.

If a letter of transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with such letter of transmittal.

All questions as to the validity, form, eligibility, time of receipt and withdrawal of the tendered Initial Notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all Initial Notes not properly tendered or any Initial Notes which, if accepted, would, in the opinion of counsel for us, be unlawful. We also reserve the absolute right to waive

16

any irregularities or conditions of tender as to particular Initial Notes. We will not waive any condition of the exchange offer with respect to an individual holder unless we waive that condition for all holders. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Initial Notes must be cured within such time as we shall determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Initial Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Initial Notes will not be deemed to have been made until such irregularities have been cured or waived. Any Initial Note received by the exchange agent that is not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost to such holder by the exchange agent, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

In addition, we reserve the right, in our sole discretion, subject to the provisions of the indenture pursuant to which the Initial Notes were issued:

•

to purchase or make offers for any Initial Notes that remain outstanding subsequent to the expiration date or, as described under “— Conditions,” to terminate the exchange offer,

•

to redeem Initial Notes as a whole, or in part, at any time and from time to time, as described under “Description of the Notes and Guarantees — Optional Redemption,” and

•

to the extent permitted under applicable law, to purchase Initial Notes in the open market, in privately negotiated transactions or otherwise.

The terms of any such purchases or offers could differ from the terms of the exchange offer.

Each broker-dealer that receives New Notes for its own account in exchange for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act and that it has not entered into any arrangement or understanding with us, or an affiliate of ours, to distribute the New Notes in connection with any resale of such New Notes. See “Plan of Distribution.”

Acceptance of Initial Notes for Exchange; Delivery of New Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, all Initial Notes properly tendered will be accepted promptly after the expiration date and the New Notes will be issued promptly after acceptance of the Initial Notes. See “— Conditions.” For purposes of the exchange offer, Initial Notes shall be deemed to have been accepted as validly tendered for exchange when, as and if we have given oral (promptly confirmed in writing) or written notice thereof to the exchange agent.

For each Initial Note accepted for exchange, the holder of such Initial Note will receive a New Note having a principal amount equal to that of the surrendered Initial Note.

In all cases, issuance of New Notes for Initial Notes that are accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of:

•

a timely book-entry confirmation of such Initial Notes into the exchange agent’s account at the applicable book-entry transfer facility,

•

a properly completed and duly executed letter of transmittal, and

•

all other required documents.

If any tendered Initial Notes are not accepted for any reason described in the terms and conditions of the exchange offer, such unaccepted or such non-exchanged Initial Notes will be returned promptly without expense to the tendering holder thereof (if in certificated form), or credited to an account maintained with such book-entry transfer facility after the expiration or termination of the exchange offer.

Book-Entry Transfer

The exchange agent has established an account with respect to the Initial Notes at the book-entry transfer facility for purposes of the exchange offer. Any financial institution that is a participant in the book-entry

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transfer facility’s systems may make book-entry delivery of Initial Notes by causing the book-entry transfer facility to transfer such Initial Notes into the exchange agent’s account at the book-entry transfer facility in accordance with such book-entry transfer facility’s procedures for transfer. However, although delivery of Initial Notes may be effected through book-entry transfer at the book-entry transfer facility, the letter of transmittal or facsimile thereof with any required signature guarantees and any other required documents must, in any case, be transmitted to and received by the exchange agent at the address set forth in the letter of transmittal on or prior to the expiration date or the guaranteed delivery procedures described below must be complied with.

Exchanging Book-Entry Notes

The exchange agent and the book-entry transfer facility have confirmed that any financial institution that is a participant in the book-entry transfer facility may utilize the book-entry transfer facility’s Automated Tender Offer Program (“ATOP”) procedures to tender Initial Notes.

Any participant in the book-entry transfer facility may make book-entry delivery of Initial Notes by causing the book-entry transfer facility to transfer such Initial Notes into the exchange agent’s account in accordance with the book-entry transfer facility’s ATOP procedures for transfer. However, the exchange for the Initial Notes so tendered will only be made after a book-entry confirmation of the book-entry transfer of Initial Notes into the exchange agent’s account and timely receipt by the exchange agent of an agent’s message and any other documents required by the letter of transmittal. The term “agent’s message” means a message, transmitted by the book-entry transfer facility and received by the exchange agent and forming part of a book- entry confirmation, which states that the book-entry transfer facility has received an express acknowledgment from a participant tendering Initial Notes that are the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce such agreement against such participant.

Guaranteed Delivery Procedures

If the procedures for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

•

the tender is made through an eligible institution;

•

prior to the expiration date, the exchange agent receives by facsimile transmission, mail or hand delivery from such eligible institution a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, which:

(1)

sets forth the name and address of the holder of Initial Notes and identifies the Initial Notes tendered, including the principal amount of such Initial Notes;

(2)

states that the tender is being made thereby; and

(3)

guarantees that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the notice of guaranteed delivery, or a book-entry confirmation, as the case may be, and any other documents required by the letter transmittal will be deposited by the eligible institution with the exchange agent; and

•

a book-entry confirmation and all other documents required by the letter of transmittal are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal of Tenders

Tenders of Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date at the address set forth in the letter of transmittal. Any such notice of withdrawal must:

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•

specify the name of the person having tendered the Initial Notes to be withdrawn;

•

identify the Initial Notes to be withdrawn, including the principal amount of such Initial Notes;

•

in the case of Initial Notes tendered by book-entry transfer, specify the number of the account at the book-entry transfer facility from which the Initial Notes were tendered and specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Initial Notes and otherwise comply with the procedures of such facility;

•

contain a statement that such holder is withdrawing its election to have such Initial Notes exchanged;

•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which such Initial Notes were tendered including any required signature guarantees, or be accompanied by documents of transfer to have the trustees with respect to the Initial Notes in the name of the person withdrawing the tender; and

•

specify the name in which such Initial Notes are registered, if different from the person who tendered such Initial Notes.

All questions as to the validity, form, eligibility and time of receipt of such notice will be determined by us, which determination shall be final and binding on all parties. Any Initial Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any Initial Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the tendering holder thereof without cost to such holder, in the case of physically tendered Initial Notes, or credited to an account maintained with the book-entry transfer facility for the Initial Notes promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Initial Notes may be re-tendered by following one of the procedures described under “— Procedures for Tendering” and “— Book-Entry Transfer” above at any time prior to 5:00 p.m., New York City time, on the expiration date.

Conditions

Notwithstanding any other provisions of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to exchange any New Notes for, any Initial Notes and we may terminate the exchange offer or, at our option, modify, extend or otherwise amend the exchange offer, if any of the following conditions are not satisfied on or prior to the expiration date:

•

no action or event shall have occurred or been threatened, no action shall have been taken, and no statute, rule, regulation, judgment, order, stay, decree or injunction shall have been issued, promulgated, enacted, entered, enforced or deemed to be applicable to the exchange offer or the exchange of Initial Notes for New Notes under the exchange offer by or before any court or governmental regulatory or administrative agency, authority, instrumentality or tribunal, including, without limitation, taxing authorities, that either:

(1)

challenges the making of the exchange offer or the exchange of Initial Notes for New Notes under the exchange offer or might, directly or indirectly, be expected to prohibit, prevent, restrict or delay consummation of, or might otherwise adversely affect in any material manner, the exchange offer or the exchange of Initial Notes for New Notes under the exchange offer; or

(2)

in our reasonable judgment, could materially adversely affect our (or our subsidiaries’) business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects or materially impair the contemplated benefits to us of the exchange offer or the exchange of Initial Notes for New Notes under the exchange offer;

•

nothing has occurred or may occur that would or might, in our reasonable judgment, be expected to prohibit, prevent, restrict or delay the exchange offer or impair our ability to realize the anticipated benefits of the exchange offer;

•

there shall not have occurred: (a) any general suspension of or limitation on trading in securities in Canadian or United States securities or financial markets, whether or not mandatory, (b) any material adverse change in the prices of the Initial Notes that are the subject of the exchange offer, (c) a material impairment in the general trading market for debt securities, (d) a declaration of a banking moratorium

19

or any suspension of payments in respect of banks by federal or state authorities in Canada or the United States, whether or not mandatory, (e) a commencement of a war, armed hostilities, a terrorist act or other national or international calamity directly or indirectly relating to Canada or the United States, (f) any limitation, whether or not mandatory, by any governmental authority on, or other event having a reasonable likelihood of affecting, the extension of credit by banks or other lending institutions in Canada or the United States, (g) any material adverse change in the securities or financial markets in Canada or the United States generally or (h) in the case of any of the foregoing existing at the time of the commencement of the exchange offer, a material acceleration or worsening thereof; and

•

neither Computershare Trust Company, N.A., as trustee or as exchange agent, with respect to the indenture for the Initial Notes that are the subject of the exchange offer and the New Notes to be issued in the exchange offer shall have been directed by any holders of Initial Notes to object in any respect to, nor take any action that could, in our reasonable judgment, adversely affect the consummation of the exchange offer or the exchange of Initial Notes for New Notes under the exchange offer, nor shall the trustee or exchange agent have taken any action that challenges the validity or effectiveness of the procedures used by us in making the exchange offer or the exchange of Initial Notes for New Notes under the exchange offer.

The foregoing conditions are for our sole benefit and may be asserted by us, regardless of the circumstances giving rise to any such condition, or may be waived by us, in whole or in part, at any time and from time to time in our reasonable discretion. All such conditions must be satisfied or waived by us, as applicable, at or before the expiration of the exchange offer.

If any of the foregoing conditions are not satisfied, we may, at any time on or prior to the expiration date:

•

terminate the exchange offer and promptly return all tendered Initial Notes to the respective tendering holders;

•

modify, extend or otherwise amend the exchange offer and retain all tendered New Notes until the expiration date, as extended, subject, however, to the withdrawal rights of holders; or

•

waive the unsatisfied conditions with respect to the exchange offer and accept all Initial Notes tendered and not previously validly withdrawn.

We will not accept for exchange any Initial Notes tendered, and no New Notes will be issued in exchange for any such Initial Notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended. We are required to use our commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest practicable date.

In addition, subject to applicable law, we may in our absolute discretion terminate the exchange offer for any other reason.

Exchange Agent

Computershare Trust Company, N.A. has been appointed as exchange agent for the exchange offer. Questions and requests for assistance and requests for additional copies of this prospectus, or of the letter of transmittal, should be directed to the exchange agent as provided in the letter of transmittal.

Fees and Expenses

The expenses of soliciting tenders pursuant to the exchange offer will be borne by us. The principal solicitation for tenders pursuant to the exchange offer is being made by mail; however, additional solicitations may be made by telephone, telecopy or in person by our officers and regular employees.

We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses in connection therewith. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses

20

incurred by them in forwarding copies of the prospectus and related documents to the beneficial owners of the Initial Notes, and in handling or forwarding tenders for exchange.

The expenses to be incurred by us in connection with the exchange offer will be paid by us, including fees and expenses of the exchange agent and trustee and accounting, legal, printing and related fees and expenses.

We will pay all transfer taxes, if any, applicable to the exchange of Initial Notes pursuant to the exchange offer. If, however, New Notes or Initial Notes for principal amounts not tendered or accepted for exchange are to be registered or issued in the name of any person other than the registered holder of the Initial Notes tendered, or if tendered Initial Notes are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of Initial Notes pursuant to the exchange offer, then the amount of any such transfer taxes imposed on the registered holder or any other persons will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Consequences of Failure to Exchange

Holders of Initial Notes who do not exchange their Initial Notes for New Notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of such Initial Notes as set forth in the legend thereon as a consequence of the issuance of the Initial Notes pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Initial Notes may not be offered, sold or otherwise transferred, except in compliance with the registration requirements of the Securities Act, pursuant to an exemption from registration under the Securities Act or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with applicable state securities laws. We do not currently anticipate that we will register the Initial Notes under the Securities Act. To the extent that Initial Notes are tendered and accepted in the exchange offer, the trading market for untendered and tendered but unaccepted Initial Notes could be adversely affected. See “Risk Factors — If you fail to exchange your Initial Notes, they will continue to be subject to transfer restrictions and may become less liquid.”

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USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. In consideration for issuing New Notes, we will receive in exchange Initial Notes of like principal amount, the terms of which are identical in all material respects to the New Notes. Initial Notes surrendered in exchange for New Notes will be retired and cancelled and cannot be reissued. Accordingly, issuance of the New Notes will not result in any increase in our indebtedness and will evidence the same continuing indebtedness as the Initial Notes. We have agreed to bear all fees and expenses related to the exchange offer. No underwriter is being used in connection with the exchange offer.

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CONSOLIDATED CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of December 31, 2023. There have been no material changes in the share and loan capital of Kinross, on a consolidated basis, since December 31, 2023.

​	As of December 31, 2023
​	(in millions, unaudited)
Cash and Cash Equivalents	​	352.4
Total Debt:	​	​
Senior notes due 2027	​	498.1
Senior notes due 2033	​	488.6
Senior notes due 2041	​	246.8
Term loan facility	​	999.1
Total Debt	​	2,232.6
Common Shareholders’ Equity	​	​
Common share capital	​	4,481.6
Contributed surplus	​	10,646.0
Accumulated deficit	​	(8,982.6)
Accumulated other comprehensive income	​	(61.3)
Total Common Shareholders’ Equity	​	6,083.7
Non-controlling Interest	​	102.0
Total Shareholders’ Equity	​	6,185.7
Total Capitalization	​	8,418.3

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EARNINGS COVERAGE

The following pro forma earnings coverage ratio for the 12 months ended December 31, 2023 is calculated on a consolidated basis using financial information prepared in accordance with IFRS and reflects the offering of the New Notes in exchange for the Initial Notes as discussed under “Use of Proceeds” and the repayment of long-term debt since December 31, 2022. Our pro forma earnings coverage calculations for the 12 months ended December 31, 2023 has been adjusted as if the above mentioned offering and repayments occurred on the first day of the applicable period.

Our pro forma interest requirements on our consolidated long-term debt were $177.9 million for the 12 months ended December 31, 2023 (including amounts capitalized during the period). Our earnings before interest expense and income taxes (“EBIT”)1,2,7 attributed to common shareholders for the 12 months ended December 31, 2023 was $774.1 million which is 4.41,5 times our pro forma total interest for this period.

(1)

The Company has included certain non-GAAP financial measures and ratios in this document. These financial measures and ratios are not defined IFRS and should not be considered in isolation. The Company believes that these financial measures and ratios, together with financial measures and ratios determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. The inclusion of these financial measures and ratios is meant to provide additional information and should not be used as a substitute for performance measures prepared in accordance with IFRS. These financial measures and ratios are not necessarily standard and therefore may not be comparable to other issuers.

Non-GAAP financial measures included in this document include Earnings before interest and taxes (“EBIT”). Non-GAAP ratios included in this document include Interest coverage.

(2)

We define EBIT as earnings from continuing operations before tax, adjusted to exclude finance income and finance expense. Management believes that EBIT may be useful for potential purchasers of the Notes in assessing our operational performance as an indicator of our ability to service or incur indebtedness, make capital expenditures and finance working capital requirements. The items excluded from EBIT are significant in assessing our operating results and liquidity. Therefore, EBIT should not be considered in isolation from or as an alternative to operating income, cash provided from operating activities or other income or cash flow data prepared in accordance with IFRS. A reconciliation of EBIT to net earnings (loss) is set out in the table below:

EBIT reconciliation(1)(2) (in millions)	Year Ended December 31, 2023
Earnings from continuing operations before tax(3)	​	$	708.6
Finance income	​	​	(40.5)
Finance expense(4)	​	​	106.0
EBIT	​	$	774.1

(3)

Net earnings before tax for purposes of calculating operating statistics refers to earnings from continuing operations before tax, as reported, and includes interest on the Initial Notes, which were issued on July 5, 2023, and on the 5.950% notes, due on March 15, 2024, which were redeemed on August 10, 2023.

(4)

Finance expense includes interest expense of $69.0 million.

(5)

Interest coverage is a non-GAAP ratio and is calculated as EBIT divided by total interest. The reconciliation to GAAP is set out in the table below:

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Interest coverage reconciliation(1)(5) (in millions, except statistical data)	Year Ended December 31, 2023
Net earnings before tax(3)	​	708.6
EBIT	​	774.1
Finance expense(4)	​	106.0
Total interest(6)	​	177.9
Net earnings before tax / Finance expense	​	6.7
Interest coverage	​	4.4

(6)

Total interest is calculated as interest expense plus capitalized interest.

(7)

Pro forma earnings for the 12 months ended December 31, 2023 includes interest on the Initial Notes, which were issued on July 5, 2023, and on the 5.950% notes, due on March 15, 2024, which were redeemed on August 10, 2023.

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DESCRIPTION OF THE NOTES AND GUARANTEES

The following description is a summary of the material provisions of the New Notes, the Guarantees and the indenture. It does not purport to be complete and is qualified in its entirety by the indenture, which we urge you to read because the indenture, and not this description, defines your rights as a holder of the New Notes. The indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part. You should refer to all the provisions of the indenture, as supplemented by the first supplemental indenture, dated as of December 8, 2014, the second supplemental indenture, dated as of September 1, 2016, the third supplemental indenture, dated as of March 25, 2022, and the fourth supplemental indenture, dated as of June 6, 2023, which we refer to herein as the “indenture,” including the definition of certain terms used therein. See “Where You Can Find More Information” above for information on how to obtain a copy. Terms used herein that are otherwise not defined shall have the meanings given to them in the indenture. Such defined terms shall be incorporated herein by reference. In this section the terms “Kinross,” “the Company,” “we,” “our,” and “us” refer only to Kinross Gold Corporation and not to any of its subsidiaries.

General

The Initial Notes were initially issued in an aggregate principal amount of $500,000,000. The New Notes are unsecured, unsubordinated obligations of Kinross evidencing the same continuing indebtedness as the Initial Notes and will mature on July 15, 2033. The New Notes will bear interest at the rate of 6.250% per year from and including the most recent interest payment date to which interest has been paid or provided for, payable semi-annually in arrears on January 15 and July 15 of each year, to holders of record on the preceding January 1 and July 1, respectively, of each year, whether or not a business day.

All payments will be made without withholding or deduction for or on account of Taxes unless required by law or the interpretation or administration thereof by the relevant government authority or agency. If we are so required to withhold or deduct any amount for or on account of Taxes, we will pay as additional interest such additional amounts, as necessary, so that the net amount received by each holder of New Notes after the withholding or deduction is not less than the amount that each holder of New Notes would have received in the absence of the withholding or deduction. See “— Payment of Additional Amounts.” If interest or principal on the New Notes is payable on a Saturday, Sunday or any other day when banks are not open for business in The City of New York, or place of payment, we will make the payment on the next business day, and no interest will accrue as a result of the delay in payment.

Interest on the New Notes will accrue on the basis of a 360-day year consisting of twelve 30-day months from and including the last interest payment date on which interest has been paid.

The New Notes will be payable at the office of the paying agent maintained by us for such purpose, which initially will be the office or agency of the trustee at 1505 Energy Park Drive, St. Paul, MN, 55108. New Notes may be presented for exchange or registration of transfer at the office of the registrar, which initially will be such office of the trustee. We will not charge a service fee for any registration of transfer or exchange of the New Notes, but we may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith.

Guarantees

Subsidiary Guarantees

The payment of principal of, interest and additional amounts, if any, on the New Notes will be fully and unconditionally guaranteed by the Guarantor Subsidiaries. Any payments made by the Guarantor Subsidiaries with respect to a Note or Guarantee will be made without withholding or deduction for or on account of Taxes unless required by law or by the interpretation or administration thereof by the relevant government authority or agency. If a Guarantor Subsidiary is so required to withhold or deduct any amount for or on account of Taxes, it will pay as additional interest such additional amounts, as necessary, so that the net amount received by each holder of New Notes after the withholding or deduction is not less than the amount that each holder of New Notes would have received in the absence of the withholding or deduction. See “— Payment of Additional Amounts.”

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The indenture limits the obligations of each Guarantor Subsidiary under its Guarantee of the New Notes to an amount not to exceed the maximum amount that can be guaranteed by such Guarantor Subsidiary by law or without resulting in its obligations under guarantee being voidable or unenforceable under applicable laws relating to fraudulent transfer, or under similar laws affecting the rights of creditors generally.

On September 1, 2016, Kinross, KG Mining (Round Mountain) Inc., KG Mining (Bald Mountain) Inc., KG Far East (Luxembourg) Sàrl, White Ice Ventures Limited, Red Back Mining B.V., Red Back Mining (Ghana) Ltd. and Wells Fargo Bank, National Association entered into a second supplemental indenture to add KG Mining (Round Mountain) Inc., KG Mining (Bald Mountain) Inc., KG Far East (Luxembourg) Sàrl, White Ice Ventures Limited, Red Back Mining B.V. and Red Back Mining (Ghana) Ltd. as Guarantor Subsidiaries of the Notes under the indenture.

On May 7, 2020 Red Back Mining B.V. was removed as a Guarantor Subsidiary of the Notes under the indenture. On July 26, 2021 KG Far East (Luxembourg) Sàrl and Red Back Mining (Ghana) Ltd. were removed as Guarantor Subsidiaries of the Notes under the indenture. On August 4, 2022 White Ice Ventures Limited was removed as a Guarantor Subsidiary of the Notes under the indenture.

On March 25, 2022, Kinross, Great Bear Resources Ltd. and Computershare Trust Company, N.A. (as successor to Wells Fargo, National Association) entered into a third supplemental indenture to add Great Bear Resources Ltd. as a Guarantor Subsidiary of the Notes under the indenture.

On June 6, 2023, Kinross, Compañía Minera Mantos de Oro and Computershare Trust Company, N.A. (as successor to Wells Fargo, National Association) entered into a fourth supplemental indenture to add Compañía Minera Mantos de Oro as Guarantor Subsidiary of the Notes under the indenture.

Additional Guarantees

Kinross shall cause each subsidiary that becomes a borrower or Guarantor Subsidiary under the Credit Agreement, to become a Guarantor Subsidiary of the New Notes.

Release of Guarantees

Under the indenture, a Guarantor Subsidiary will be released and relieved of its obligations under its Guarantee in respect of the New Notes, and such Guarantee will be terminated, upon our written request (without the consent of the trustee) if either (i) the Guarantor Subsidiary is no longer a borrower or Guarantor Subsidiary under the Credit Agreement or will be released and relieved of its obligations under the Credit Agreement concurrently with the release of the Guarantee of the New Notes, or (ii) upon satisfaction and discharge of the indenture or defeasance or covenant defeasance in accordance with the terms of the indenture.

Further Issuance

We may from time to time without notice to, or the consent of, the holders of the New Notes, create and issue additional notes under the indenture, equal in rank to the New Notes in all respects (or in all respects except for the payment of interest accruing prior to the issue date of the additional notes, or except, in some cases, for the first payment of interest following the issue date of the additional notes) so that the additional notes may be consolidated and form a single series with the New Notes, and have the same terms as to status, redemption and otherwise as New Notes of that series issued under this prospectus, provided that if any such additional notes are not fungible with the New Notes for United States federal income tax purposes, such additional notes will have a separate CUSIP number.

Ranking

The New Notes will be our unsecured senior obligations and will rank equally with all of our other unsecured senior obligations from time to time outstanding. The Guarantees of the New Notes will be unsecured senior obligations of the respective Guarantor Subsidiary and will rank equally with all other unsecured senior obligations of the respective Guarantor Subsidiary from time to time outstanding. The New Notes will be effectively subordinated to all indebtedness and other liabilities of our non-guarantor subsidiaries, and the New Notes and the Guarantees of the New Notes will be effectively subordinated to any secured indebtedness and other secured liabilities of ours and the Guarantor Subsidiaries in each case to the

27

extent of the assets securing such indebtedness and other liabilities. At December 31, 2023, the aggregate amount of the indebtedness and other liabilities, including trade payables and excluding intercompany obligations, of our non-guarantor subsidiaries was approximately $630.9 million.

Optional Redemption

Prior to April 15, 2033 (three months prior to their maturity date) (the “Par Call Date”), the Company may redeem the New Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1)

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the New Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points less (b) interest accrued and unpaid to, but not including, the date of redemption, and

(2)

100% of the principal amount of the New Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to, but not including, the redemption date.

On or after the Par Call Date, the Company may redeem the New Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the New Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities — Treasury constant maturities — Nominal” ​(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life — and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at

28

11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Redemption Procedures

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of New Notes to be redeemed.

In the case of a partial redemption, selection of the New Notes for redemption will be made pro rata, by lot or by such other method as the trustee deems appropriate and fair. No New Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the New Notes are held by DTCC (or another depositary), the redemption of the New Notes shall be done in accordance with the policies and procedures of the depositary.

Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the New Notes or portions thereof called for redemption.

Change of Control Repurchase Event

If a Change of Control Repurchase Event occurs, unless we have exercised our right to redeem the New Notes as described above, we will be required to make an offer to each holder of the New Notes to repurchase all or any part (in multiples of $1,000 with no Note of a principal amount of $2,000 or less purchased in part) of that holder’s New Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the New Notes repurchased plus any accrued and unpaid interest on the New Notes repurchased to, but not including, the date of repurchase.

Within 45 days following any Change of Control Repurchase Event or, at our option, prior to any Change of Control but after the public announcement of the Change of Control, we will mail a notice to each holder, with a copy to the trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the New Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control occurring on or prior to the payment date specified in the notice.

We will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the New Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the New Notes, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Repurchase Event provisions of the New Notes by virtue of such conflict.

On the repurchase date following a Change of Control Repurchase Event, we will, to the extent lawful:

(1)

accept for payment all New Notes or portions of the New Notes properly tendered pursuant to our offer;

(2)

no later than 10:00 a.m. New York City time deposit with the trustee or the paying agent, as

29

applicable, an amount equal to the aggregate purchase price in respect of all New Notes or portions of the New Notes properly tendered; and

(3)

deliver or cause to be delivered to the trustee or the paying agent, as applicable, the New Notes properly accepted, together with an officers’ certificate stating the aggregate principal amount of the New Notes being purchased by us.

The trustee or the paying agent, as applicable, will promptly pay to each holder of the New Notes properly tendered the purchase price for the New Notes, and the trustee will promptly authenticate and deliver to each holder a New Note equal in principal amount to any unpurchased portion of any New Notes surrendered; provided that each New Note will be in a minimum principal amount of $2,000 and integral multiples of $1,000.

We will not be required to make an offer to repurchase the New Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such third party purchases all New Notes properly tendered and not withdrawn under its offer.

Prior to the occurrence of a Change of Control Repurchase Event, the provisions under the indenture relating to our obligation to make an offer to repurchase upon a Change of Control Repurchase Event may be waived or modified with the written consent of the holders of a majority in principal amount of the New Notes.

For purposes of the foregoing discussion of an offer to repurchase, the following definitions are applicable:

“Change of Control” means the occurrence of any of the following:

(1)

the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation or statutory plan of arrangement or consolidation), in one or a series of related transactions, of all or substantially all of our assets and our subsidiaries taken as a whole to any “person” or “group” ​(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than to us or one of our subsidiaries;

(2)

the consummation of any transaction (including, without limitation, any merger, amalgamation or statutory plan of arrangement or consolidation) the result of which is that any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of our Voting Stock or other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;

(3)

we consolidate, amalgamate, or enter into a statutory plan of arrangement with, or merge with or into, any “person” ​(as that term is used in Section 13(d)(3) of the Exchange Act), or any person consolidates, amalgamates, or enters into a statutory plan of arrangement with, or merges with or into, us, in any such event pursuant to a transaction in which any of our outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of our Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, Voting Stock representing more than 50% of the combined voting power of the surviving person immediately after giving effect to such transaction;

(4)

the first day on which the majority of the members of our board of directors cease to be Continuing Directors; or

(5)

the adoption of a plan relating to our liquidation or dissolution.

Notwithstanding the foregoing, any holding company whose only significant asset is capital stock of us or any of our direct or indirect parent companies shall not itself be considered a “person” or “group” for purposes of clause (2) above.

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The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our and our subsidiaries’ properties or assets taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all”, there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of New Notes to require us to make an offer to repurchase such holder’s New Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our and our subsidiaries’ assets taken as a whole to another person or group may be uncertain.

“Change of Control Repurchase Event” means each of the Rating Agencies downgrade their ratings of the New Notes by at least one “notch” and, following such downgrades, the New Notes are rated below Investment Grade by each of the Rating Agencies on any date during the period (the “trigger period”) commencing on the date of the first public announcement by the Company of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which trigger period shall be extended so long as the rating of the New Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies). Notwithstanding the foregoing, no Change of Control Repurchase Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Continuing Director” means, as of any date of determination, any member of our board of directors who:

(1)

was a member of such board of directors on July 5, 2023; or

(2)

was nominated for election, elected or appointed to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination, election or appointment (either by a specific vote or by approval of our proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB− or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any additional rating agency or rating agencies selected by us.

“Moody’s” means Moody’s Investors Service, Inc., and its successors.

“Rating Agency” means each of Moody’s and S&P; provided, that if either Moody’s or S&P ceases to rate the New Notes or fails to make a rating of the New Notes publicly available for any reason that is beyond our control, we may select (as certified by a resolution of our board of directors) a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and its successors.

“Voting Stock” of any specified “person” ​(as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

The Change of Control Repurchase Event feature of the New Notes may in certain circumstances make more difficult or discourage a sale or takeover of Kinross and, therefore, the removal of incumbent management. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control Repurchase Event under the New Notes, but that could substantially increase the amount of indebtedness outstanding at such time or otherwise adversely affect our capital structure or credit ratings on the New Notes.

We may not have sufficient funds to repurchase all the New Notes tendered for repurchase upon a Change of Control Repurchase Event. See “Risk Factors.”

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Certain Covenants

Definitions

Set forth below is a summary of certain of the defined terms used in the indenture. We urge you to read the indenture for the full definition of all such terms.

“Consolidated Net Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (1) all current liabilities (excluding any portion thereof constituting Funded Debt); and (2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent consolidated balance sheet of Kinross and computed in accordance with GAAP.

“Credit Agreement” means the Amended and Restated Credit Agreement, dated as of July 23, 2021, among Kinross Gold Corporation, as borrower, The Bank of Nova Scotia, as administrative agent, and the financial institutions named therein and from time to time party thereto, as Amended by the First Amending Agreement, dated as of August 4, 2022, as further amended, extended, renewed, restated, supplemented, refunded, replaced or otherwise modified from time to time by one or more agreements, and any agreement entered into in substitution therefor.

“Funded Debt” means, as applied to any person, all indebtedness created or assumed by such person maturing after, or renewable or extendable at the option of such person beyond, 12 months from the date of creation thereof.

“GAAP” means IFRS as issued by the IASB as in effect from time to time or, if different and then used by us for our public financial reporting purposes in Canada, generally accepted accounting principles in Canada or the United States.

“IASB” means the International Accounting Standards Board.

“IFRS” means International Financial Reporting Standards.

“Indebtedness” means all obligations for borrowed money represented by New Notes, bonds, debentures or similar evidence of indebtedness and obligations for borrowed money evidenced by credit, loan or other like agreements.

“Lien” means any deed of trust, mortgage, charge, hypothec, assignment, pledge, lien, vendor’s privilege, vendor’s right of reclamation or other security interest or encumbrance of any kind incurred or assumed in order to secure payment of Indebtedness.

“person” means any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Principal Property” means the interest of Kinross or any Restricted Subsidiary in any (a) mineral property or (b) manufacturing or processing plant, building, structure, dam or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, whether owned as of the date of the indenture or thereafter acquired or constructed by Kinross or any Restricted Subsidiary, the net book value of which interest, in each case, on the date as of which the determination is being made, is an amount that exceeds 7% of Consolidated Net Tangible Assets, except any such mineral property, plant, building, structure, dam or other facility or any portion thereof, together with the land upon which it is erected and fixtures comprising a part thereof, (i) acquired or constructed principally for the purpose of controlling or abating atmospheric pollutants or contaminants, or water, noise, odor or other pollution or (ii) which the board of directors of Kinross by resolution declares is not of material importance to the total business conducted by Kinross and its Restricted Subsidiaries considered as one enterprise.

“Restricted Subsidiary” means (1) any Subsidiary of Kinross which owns or leases a Principal Property; and (2) any Subsidiary of Kinross engaged primarily in the business of owning or holding securities of Restricted Subsidiaries.

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“Subsidiary” means, at any relevant time, any person of which the voting shares or other interests carrying more than 50% of the outstanding voting rights attached to all outstanding voting shares or other interests are owned, directly or indirectly, by a person and/or one or more subsidiaries of such person.

Negative Pledge

We have covenanted under the indenture that for so long as any New Notes are outstanding, we will not, and we will not permit any Restricted Subsidiary to, create, incur, issue, assume or otherwise have outstanding any Lien on or over any Principal Property now owned or hereafter acquired by Kinross or a Restricted Subsidiary to secure any Indebtedness, or on shares of stock or Indebtedness of any Restricted Subsidiary now owned or hereafter acquired by Kinross or a Restricted Subsidiary to secure any Indebtedness, unless at the time thereof or prior thereto all New Notes then outstanding (together with, if and to the extent we so determine, any other Indebtedness then existing or thereafter created), are secured equally and ratably with (or prior to) any and all such Indebtedness for so long as such Indebtedness is so secured by such Lien; provided, however, such negative pledge will not apply to or operate to prevent or restrict the following permitted Liens:

(1)

any Lien on property, shares of stock or Indebtedness of any person existing at the time such person becomes a Restricted Subsidiary or created, incurred, issued or assumed in connection with the acquisition of any such person;

(2)

any Lien on any Principal Property created, incurred, issued or assumed at or prior to the time such property became a Principal Property or existing at the time of acquisition of such Principal Property by Kinross or a Restricted Subsidiary, whether or not assumed by Kinross or such Restricted Subsidiary; provided that no such Lien will extend to any other Principal Property of Kinross or any Restricted Subsidiary;

(3)

any Lien on any Principal Property of any Restricted Subsidiary to secure Indebtedness owing by it to Kinross or to another Restricted Subsidiary;

(4)

any Lien on any Principal Property of Kinross to secure Indebtedness owing by it to a Restricted Subsidiary;

(5)

any Lien on any Principal Property or other assets of Kinross or any Restricted Subsidiary existing on the date of the indenture, or arising thereafter pursuant to contractual commitments entered into prior to the date of the indenture;

(6)

any Lien on all or any part of any Principal Property (including any improvements or additions to improvements on a Principal Property), or on any shares of stock or Indebtedness of any Restricted Subsidiary directly or indirectly owning or operating such Principal Property, where such Principal Property is hereafter acquired, developed, expanded or constructed by Kinross or any Subsidiary, to secure the payment of all or any part of the purchase price, cost of acquisition or any cost of development, expansion or construction of such Principal Property or of improvements or additions to improvements thereon (or to secure any Indebtedness incurred by Kinross or a Subsidiary for the purpose of financing all or any part of the purchase price, cost of acquisition or cost of development, expansion or construction thereof or of improvements or additions to improvements thereon), in each case including interest thereon and fees and expenses, including premiums, associated therewith, created prior to, at the time of, or within 360 days after the later of, the acquisition, development, expansion or completion of construction (including construction of improvements or additions to improvements thereon), or commencement of full operation of such Principal Property; provided that no such Lien will extend to any other Principal Property of the Company or a Restricted Subsidiary other than in the case of any such construction, improvement, development, expansion or addition to improvement, all or any part of any other Principal Property on which the Principal Property so constructed, developed or expanded, or the improvement or addition to improvement, is located;

(7)

any Lien on any Principal Property or other assets of Kinross or any Restricted Subsidiary created for the sole purpose of extending, renewing, altering or refunding any of the foregoing Liens, provided that the Indebtedness secured thereby will not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal, alteration or refunding, plus an amount necessary to

33

pay fees and expenses, including premiums, related to such extensions, renewals, alterations or refundings, and that such extension, renewal, alteration or refunding Lien will be limited to all or any part of the same Principal Property and improvements and additions to improvements thereon and/or shares of stock and Indebtedness of a Restricted Subsidiary which secured the Lien extended, renewed, altered or refunded or either of such property or shares of stock or Indebtedness; and

(8)

any Lien on any Principal Property or on any shares of stock or Indebtedness of any Restricted Subsidiary created, incurred, issued or assumed to secure Indebtedness of Kinross or any Restricted Subsidiary which would otherwise be subject to the foregoing restrictions, in an aggregate amount which, together with the aggregate principal amount of other Indebtedness secured by Liens on any Principal Property or on any shares of stock or Indebtedness of any Restricted Subsidiary then outstanding (excluding Indebtedness secured by Liens permitted under the foregoing exceptions) would not then exceed 10% of Consolidated Net Tangible Assets.

For purposes of the foregoing, the giving of a guarantee that is secured by a Lien on a Principal Property or on shares of stock or Indebtedness of any Restricted Subsidiary, and the creation of a Lien on a Principal Property or on shares of stock or Indebtedness of any Restricted Subsidiary to secure Indebtedness that existed prior to the creation of such Lien, will be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien but the amount of Indebtedness secured by Liens on any Principal Property and shares of stock and Indebtedness of Restricted Subsidiaries will be computed without cumulating the underlying Indebtedness with any guarantee thereof or Lien securing the same.

Consolidation, Amalgamation and Merger and Sale of Assets

The indenture provides that we may not consolidate or amalgamate with or merge into or enter into any statutory arrangement with any other person, or, directly or indirectly, convey, transfer or lease all or substantially all our properties and assets to any person, unless:

•

the person formed by or continuing from such consolidation or amalgamation or into which we are merged or with which we enter into such statutory arrangement or the person which acquires or leases all or substantially all of our properties and assets is organized and existing under the laws of the United States, any state thereof or the District of Columbia or the laws of Canada or any province or territory thereof;

•

the successor person expressly assumes or assumes by operation of law, as evidenced in a supplemental indenture, all of our obligations under our debt securities, including the New Notes, and under the indenture;

•

immediately before and after giving effect to such transaction, no event of default and no event which, after notice or lapse of time or both, would become an event of default, will have happened and be continuing; and

•

certain other conditions are met.

If, as a result of any such transaction, any of our Principal Properties become subject to a Lien, then, unless such Lien could be created pursuant to the indenture provisions described under “— Negative Pledge” above without equally and ratably securing the New Notes under the indenture, we, simultaneously with or prior to such transaction, will cause the debt securities, including the New Notes, to be secured equally and ratably with or prior to the Indebtedness secured by such Lien.

Payment of Additional Amounts

All payments made by or on behalf of us under or with respect to the New Notes (or by any Guarantor Subsidiary with respect to any Guarantee of the New Notes) will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively “Taxes”) imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or any other jurisdiction in which Kinross or any Guarantor Subsidiary is organized or any political subdivision thereof or any authority or agency therein or thereof having power to tax (each a “Relevant

34

Taxing Jurisdiction”), unless we or a Guarantor Subsidiary is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the Relevant Taxing Jurisdiction.

If Kinross or a Guarantor Subsidiary is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to any New Notes or Guarantees, Kinross or the relevant Guarantor Subsidiary, as the case may be, will pay to each holder of such New Notes as additional interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each such holder after such withholding or deduction will not be less than the amount such holder would have received if such Taxes had not been required to be withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to:

(1)

any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant holder (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of, the relevant holder, if the relevant holder is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction other than the receipt of such payment or the ownership or holding of or the execution, delivery, registration or enforcement of such note;

(2)

any payment made by us under or with respect to the New Notes (or by any Guarantor Subsidiary with respect to any Guarantee of the New Notes) to a holder where such holder did not deal at arm’s length (within the meaning of the Tax Act) at the time of the relevant payment with us or the relevant Guarantor Subsidiary;

(3)

any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge;

(4)

any Taxes that are payable otherwise than by deduction or withholding from a payment of principal, premium, interest, Additional Interest or Additional Amounts on the New Notes;

(5)

any Taxes that would not have been so imposed but for the presentation of such New Notes (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or holder thereof would have been entitled to Additional Amounts had the New Notes been presented for payment on the last date during such 30 day period;

(6)

any Taxes that would not have been so imposed or would have been imposed at a lower rate if the holder of the Note had provided to Kinross or the Guarantor Subsidiary, as applicable, any information, certification, documentation or evidence required under applicable law, rules, regulations or generally published administrative practice of the Relevant Taxing Jurisdiction for such Taxes not to be imposed or to be imposed at a lower rate (provided that such information, certification, documentation or evidence is required by the applicable law, rules, regulations or generally published administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from or reduction in the requirement to deduct or withhold all or part of such Taxes and such information, certification, documentation or evidence is reasonably requested upon reasonable notice by the applicable payor);

(7)

any Taxes that were imposed on a fiduciary, partnership or other entity that is not the sole beneficial owner of the payment, and the laws of the Relevant Taxing Jurisdiction require the payment to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the holder;

(8)

any Taxes that would not have been so imposed but for the holder being an entity in respect of which Kinross or the relevant Guarantor Subsidiary is a “specified entity”, as defined in proposed subsection 18.4(1) of the Tax Act set out in proposals to amend the Tax Act released on November 28, 2023 with respect to “hybrid mismatch arrangements”;

35

(9)

any Taxes that would not have been so imposed but for the holder being a “specified non-resident shareholder” of Kinross for purposes of the Tax Act or a non-resident person not dealing at arm’s length with a “specified shareholder” ​(within the meaning of subsection 18(5) of the Tax Act) of Kinross; or

(10)

any Taxes that would not have been so imposed but for any combination of the foregoing.

In addition, any amounts to be paid on the New Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Internal Revenue Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Internal Revenue Code, and no additional amounts will be required to be paid on account of any such deduction or withholding.

Kinross or the relevant Guarantor Subsidiary will (i) make such withholding or deduction of Taxes as is required under applicable law or the interpretation or administration thereof by the Relevant Taxing Jurisdiction, (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law and (iii) furnish to the trustee reasonable evidence of the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes.

If we or a Guarantor Subsidiary will be obligated to pay Additional Amounts with respect to any payment under or with respect to the New Notes, we or such Guarantor Subsidiary will deliver to the trustee and paying agent an officer’s certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the payment of such Additional Amounts to holders of New Notes on the payment date. Each such officer’s certificate shall be relied upon until receipt of a new officer’s certificate addressing such matters. To the extent permitted by law, the trustee shall have no obligation to determine or obtain knowledge of when Additional Amounts are paid or owed.

Wherever in the indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest, including any Additional Interest, or any other amount payable under or with respect to the New Notes, such mention will be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Tax Redemption

The New Notes will be subject to redemption at any time, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof together with accrued and unpaid interest to, but not including, the date fixed for redemption, upon the giving of a notice as described below, if we determine that:

•

as a result of (A) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of our successor) or of any political subdivision or taxing authority thereof or therein affecting taxation, or (B) any change in the application or interpretation of such laws, regulations or rulings by any legislative body, court, governmental agency or regulatory authority (including a holding by a court of competent jurisdiction) of a Relevant Taxing Jurisdiction, which change or amendment is announced or becomes effective on or after the later of (i) June 26, 2023 or (ii) if applicable, the date a party organized in a jurisdiction other than Canada becomes our successor, we or such successor, as applicable, have or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Note; or

•

on or after the later of (i) June 26, 2023 or (ii) if applicable, the date a party organized in a jurisdiction other than Canada becomes our successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction of organization of our successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in the first bullet, whether or not such action was taken or such decision was rendered with respect to us or such successor, as applicable, or any change, amendment, application or interpretation will be officially proposed, which, in any such case, in the written opinion

36

of our legal counsel, will result in our, or the successor, as applicable, becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Note,

and, in any such case, we determine that such obligation cannot be avoided by the use of reasonable measures available to us (which shall not include the substitution of an obligor in respect of the New Notes).

In the event that we elect to redeem the New Notes pursuant to the provisions set forth in the preceding paragraph, we will deliver to the trustee an officers’ certificate, signed by two authorized officers, stating that we are entitled to redeem such New Notes pursuant to their terms.

Notice of intention to redeem the New Notes as provided above will be given not more than 60 nor less than 30 days prior to the date fixed for redemption and will specify the date fixed for redemption.

Provision of Financial Information

We will file with the trustee, within 30 days after such reports or information are filed with the SEC, copies, which may be in electronic format, of our annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which we file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If we are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and do not otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, we will continue to provide the trustee with (i) annual reports containing audited financial statements and (ii) quarterly reports for the first three quarters of each fiscal year containing unaudited financial information, in each case in accordance with Canadian disclosure requirements and GAAP. Delivery of reports, information and documents to the trustee is for informational purposes only and its receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including our compliance with any of our covenants under the indenture or the notes (as to which the trustee is entitled to rely exclusively on officers’ certificates). The trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, our compliance with the covenants or with respect to any reports or other documents filed with the SEC or EDGAR or any website under the indenture, or participate in any conference calls.

Events of Default

Each of the following shall constitute events of default under the indenture with respect to New Notes:

•

default in the payment of the principal of or any premium on the New Notes when it becomes due and payable;

•

default in the payment of any interest upon, or Additional Amounts in respect of, any New Note when such interest or Additional Amount becomes due and payable, and such default is continued for 30 days;

•

default in the performance, or breach, of any other covenant in the indenture for the benefit of holders of the New Notes, and such default or breach is continued for 60 days after written notice to us as provided in the indenture;

•

default by Kinross or any Guarantor Subsidiary in the payment of indebtedness of $100,000,000 or more in principal amount outstanding when due after the expiration of any applicable grace period, or default under indebtedness of Kinross or any Guarantor Subsidiary of $100,000,000 or more in principal amount resulting in acceleration of such indebtedness, but only if such indebtedness is not discharged or such acceleration is not rescinded or annulled and such default continues for 10 days after written notice of the default is sent to us; and

•

certain events of bankruptcy, insolvency or reorganization occur involving Kinross or any Guarantor Subsidiary.

If an acceleration in an amount less than $100,000,000 of any of our indebtedness or that of our subsidiaries that guarantee the New Notes or our indebtedness under our Credit Agreement occurs, the holders of the New Notes will not have the right to accelerate the maturity of their New Notes even though in some such cases other creditors will have that right.

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The indenture provides that the trustee must give notice of a default of which it has actual knowledge to the registered holders of the New Notes within 90 days of occurrence.

If an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs, the principal of and interest on all the outstanding New Notes will become immediately due and payable without any action on the part of the trustee or any holder. If any other event of default for the New Notes occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the outstanding securities of all series issued under the indenture and affected by the event of default (voting as a single class) may declare the principal of and all accrued and unpaid interest on the New Notes immediately due and payable. The holders of a majority in principal amount of the outstanding securities of all series issued under the indenture and affected by the event of default may in some cases rescind this accelerated payment requirement.

A holder of New Notes may pursue any remedy under the indenture only if:

•

a holder gives the trustee written notice of a continuing event of default;

•

the holders of at least 25% in principal amount of the securities of all series issued under the indenture and affected by the event of default make a written request to the trustee to pursue the remedy;

•

the holders offer to the trustee indemnity or security satisfactory to the trustee against loss, cost, liability or expense;

•

the trustee fails to act for a period of 60 days after receipt of the request and offer of indemnity; and

•

during that 60-day period, the holders of a majority in principal amount of the outstanding securities of all series issued under the indenture and affected by the event of default do not give the trustee a direction inconsistent with the request.

This provision does not, however, affect the right of a holder of a New Note to sue for enforcement of any overdue payment.

Holders of a majority in principal amount of the outstanding securities of all series issued under the indenture and affected by the event of default may direct the time, method and place of conducting any proceeding for any remedy available to the trustee and exercising any trust or power conferred on the trustee with respect to the New Notes. The trustee, however, may refuse to follow any such direction that conflicts with law or the indenture. In addition, prior to acting at the direction of holders, the trustee will be entitled to be indemnified by those holders against any losses, costs, liabilities and expenses caused thereby.

The indenture requires us to deliver each year to the trustee a written statement as to our compliance with the covenants contained in the indenture.

Trustee

If an event of default occurs under the indenture and is continuing, the trustee will be required to use the degree of care and skill of a prudent person under the circumstances in the conduct of that person’s own affairs. The trustee will become obligated to exercise any of its powers under the indenture at the request of any of the holders of any New Notes only after the holders have offered the trustee indemnity or security satisfactory to it against losses, costs, liabilities or expenses.

The indenture contains limitations on the right of the trustee, if it becomes our creditor, to obtain payment of claims or to realize on certain property received for any such claim, as security or otherwise. The trustee is permitted to engage in other transactions with us. If, however, it acquires any conflicting interest, it must eliminate that conflict or resign within 90 days after ascertaining that it has a conflicting interest and after the occurrence of a default under the indenture, unless the default has been cured, waived or otherwise eliminated within the 90-day period.

Modification and Waiver

The indenture may be amended or supplemented or any provision of the indenture may be waived without the consent of any holders of debt securities, including the New Notes, in certain circumstances, including:

•

to provide for the assumption of our obligations under the indenture by a successor;

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•

to add covenants that would benefit the holders of any debt securities or to surrender any rights we have under the indenture;

•

to add events of default with respect to any debt securities;

•

to provide for uncertificated debt securities in addition to or in place of certificated debt securities or to provide for bearer debt securities;

•

to make any change that does not adversely affect any outstanding debt securities of any series issued under the indenture in any material respect; provided, that any change made solely to conform the provisions of the indenture to a description of debt securities in an offering circular or prospectus supplement will be deemed not to adversely affect any outstanding debt securities of any series issued under the indenture in any material respect, as provided in an officer’s certificate;

•

to provide any security for, any guarantees of or any additional obligors on any series of debt securities;

•

to provide for the appointment of a successor trustee;

•

to comply with any requirement to effect or maintain the qualification of the indenture under the Trust Indenture Act; and

•

to cure any ambiguity, omission, defect or inconsistency.

The indenture may be amended or supplemented with respect to a series of debt securities if the holders of a majority in principal amount of the outstanding debt securities of that series consent to it. Without the consent of the holder of each debt security issued under the indenture and affected, however, no modification to the indenture may:

•

change the stated maturity of the principal of, or any installment of interest or additional amounts on, any debt security;

•

reduce the principal of any debt security or any premium payable on the redemption of any debt security or change the time at which any debt security may or must be redeemed or reduce the amount of any installment of interest or additional amounts payable on any debt security;

•

change the place of payment or make payments on any debt security payable in currency other than as originally stated in the debt security;

•

impair the holder’s right to institute suit for the enforcement of any payment on any debt security;

•

reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver; or

•

make any change in the percentage of principal amount of debt securities necessary to waive compliance with certain provisions of the indenture or to make any change in the provision related to modification.

The holders of a majority in principal amount of the outstanding debt securities of all series affected by the waiver (voting as a single class) may on behalf of the holders of all debt securities of such series waive compliance by us with certain restrictive provisions of the indenture. The holders of a majority in principal amount of the outstanding debt securities of all series affected by such default (voting as a single class) may waive any past default under the indenture with respect to such debt securities, except a default in the payment of the principal of (or premium, if any) and interest, if any, on any debt securities or in respect of a provision which under the indenture cannot be modified or amended without the consent of the holder of each outstanding debt security of such series.

Defeasance and Covenant Defeasance

The indenture provides that, at our option, we (and any applicable Guarantor Subsidiary) will be discharged from any and all obligations in respect of the outstanding New Notes upon irrevocable deposit with the trustee, in trust, of money and/or U.S. government securities which will provide money in an amount sufficient in the opinion of a nationally recognized firm of financial advisers or independent chartered accountants as evidenced by a certificate of officers of the company delivered to the trustee to pay the principal

39

of (and premium, if any) and interest, if any, on the outstanding New Notes (hereinafter referred to as a “defeasance”) (except with respect to the authentication, transfer, exchange or replacement of our debt securities or the maintenance of a place of payment and certain other obligations set forth in the indenture). Such trust may only be established if, among other things:

•

we have delivered to the trustee an opinion of counsel in the United States stating that (i) we have received from, or there has been published by, the United States Internal Revenue Service a ruling, or (ii) since the date of execution of the indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that the holders of the outstanding New Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

•

we have delivered to the trustee an opinion of counsel in Canada or a ruling from the Canada Revenue Agency to the effect that the holders of the outstanding New Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income or other Canadian tax purposes as a result of such defeasance and will be subject to Canadian federal, provincial or territorial income and other Canadian tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance not occurred (and for the purposes of such opinion, such Canadian counsel will assume that holders of the outstanding New Notes include holders who are not resident in Canada);

•

no event of default or event that, with the passing of time or the giving of notice, or both, will constitute an event of default with respect to the New Notes will have occurred and be continuing on the date of such deposit;

•

we are not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit and after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

•

we have delivered to the trustee an opinion of counsel and officer’s certificate each stating that all conditions precedent provided for or relating to the defeasance have been complied with; and

•

other customary conditions precedent are satisfied.

We may exercise our defeasance option notwithstanding our prior exercise of our covenant defeasance option described in the following paragraph if we meet the conditions described in the preceding paragraph at the time we exercise the defeasance option.

The indenture provides that, at our option, unless and until we have exercised our defeasance option described above with respect to the New Notes, we (and any applicable Guarantor Subsidiary) may omit to comply with the covenants described under “— Certain Covenants — Negative Pledge”, and certain aspects of the covenant described under “— Certain Covenants — Consolidation, Amalgamation, Merger and Sale of Assets” and certain other covenants, and such omission will not be deemed to be an event of default under the indenture and the outstanding New Notes upon irrevocable deposit with the trustee, in trust, of money and/or government securities which will provide money in an amount sufficient in the opinion of a nationally recognized firm of financial advisers or independent chartered accountants as evidenced by a certificate of officers of the Company delivered to the trustee to pay the principal of (and premium, if any) and interest, if any, on the outstanding New Notes (hereinafter referred to as “covenant defeasance”). If we exercise our covenant defeasance option, the obligations under the indenture other than with respect to such covenants and the events of default other than with respect to such covenants will remain in full force and effect. Such trust may only be established if, among other things:

•

we have delivered to the trustee an opinion of counsel in the United States to the effect that the holders of the outstanding New Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

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•

we have delivered to the trustee an opinion of counsel in Canada or a ruling from the Canada Revenue Agency to the effect that the holders of the outstanding New Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income or other Canadian tax purposes as a result of such covenant defeasance and will be subject to Canadian federal, provincial or territorial income and other Canadian tax on the same amounts, in the same manner and at the same times as would have been the case had such covenant defeasance not occurred (and for the purposes of such opinion, such Canadian counsel will assume that holders of the outstanding New Notes include holders who are not resident in Canada);

•

no event of default or event that, with the passing of time or the giving of notice, or both, will constitute an event of default with respect to the New Notes will have occurred and be continuing on the date of such deposit;

•

we are not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit and after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

•

we have delivered to the trustee an opinion of counsel and officer’s certificate each stating that all conditions precedent provided for or relating to the defeasance have been complied with; and

•

other customary conditions precedent are satisfied.

Discharge of the Indenture

We may satisfy and discharge our obligations under the indenture with respect to the New Notes by delivering to the trustee for cancellation all such outstanding New Notes or by depositing with the trustee or the paying agent, after such New Notes have become due and payable or will become due and payable within one year, whether at stated maturity, on any redemption date or otherwise, cash sufficient to pay all of the outstanding New Notes and pay all other sums payable under the indenture by us. We shall deliver to the trustee an opinion of counsel and officer’s certificate each stating that all conditions precedent provided for or relating to the satisfaction and discharge have been complied with.

Payment and Paying Agents

Payments on the New Notes will be made in United States dollars. If a holder of at least $1,000,000 principal amount of New Notes has provided wire transfer instructions to us at least 10 business days prior to the applicable payment date, we will pay all principal, interest and premium, if any, on that holder’s New Notes in accordance with those instructions to an account within the United States. All other payments on New Notes will be made at the office or agency of the paying agent unless we elect to make interest payments by check mailed to the holders at their addresses set forth in the register of holders; provided that all payments of principal, premium, if any, and interest, with respect to the global New Notes registered in the name of or held by DTCC or its nominee and will be made by wire transfer of immediately available funds to the account specified by DTCC.

We will make any required interest payments to the person in whose name each Note is registered at the close of business on the record date for the interest payment. The trustee will be designated as our paying agent for payments on the New Notes. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts. Subject to the requirements of any applicable laws of escheat or other abandoned property laws, the trustee and paying agent shall pay to us upon written request any money held by them for payments on New Notes that remain unclaimed for two years after the date upon which that payment became due. After payment to us, holders entitled to the money must look to us for payment. In that case, all liability of the trustee or paying agent with respect to that money will cease.

Replacement of Notes

We will replace any New Notes that become mutilated, destroyed, stolen or lost at the expense of the holder upon delivery to the trustee of the mutilated New Notes or evidence of the loss, theft or destruction

41

satisfactory to us and the trustee. In the case of a lost, stolen or destroyed Note, indemnity satisfactory to the trustee and us may be required at the expense of the holder of the Note before a replacement Note will be issued.

Global Securities and Book-Entry System

The New Notes initially will be represented by one or more certificates in registered global form without interest coupons (collectively, the “Global Securities”) and will be deposited with the trustee as custodian for the Depositary and registered in the name of the Depositary or its nominee.

Except as described below under “— Special Situations When a Global Security Will be Terminated,” owners of beneficial interests in the New Notes will not be entitled to receive New Notes in definitive form and will not be considered holders of New Notes under the indenture.

The Depositary

The Depositary has advised us as follows:

The Depositary is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Exchange Act. The Depositary holds and provides asset servicing for securities that the Depositary’s participants (“Direct Participants”) deposit with the Depositary. The Depositary also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. The Depositary is a wholly-owned subsidiary of the Depositary Trust & Clearing Corporation (“DTCC”). DTCC, in turn, is owned by a number of Direct Participants of the Depositary and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC, and EMCC, respectively, also are subsidiaries of DTCC), as well as by the NYSE Euronext and the Financial Industry Regulatory Authority, Inc. Access to the Depositary’s system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The Depositary’s Rules applicable to its participants are on file with the SEC.

Purchases of New Notes under the Depositary’s system must be made by or through Direct Participants, which will receive a credit for such New Notes on the Depositary’s records. The ownership interest of each actual purchaser of New Notes represented by the Global Securities (a “Beneficial Owner”), is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from the Depositary of their purchase, but Beneficial Owners are expected to receive written confirmation providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in Global Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive New Notes in definitive form representing their ownership interests therein, except in the limited circumstances described under “— Special Situations When a Global Security Will be Terminated.”

To facilitate subsequent transfers, the Global Securities deposited with the Depositary will be registered in the name of the Depositary’s partnership nominee, Cede & Co. The deposit of the Global Securities with the Depositary and their registration in the name of Cede & Co. does not effect any change in beneficial ownership. The Depositary has no knowledge of the actual Beneficial Owners of the Global Securities representing the New Notes. The Depositary’s records reflect only the identity of the Direct Participants to whose accounts such New Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

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Conveyance of notices and other communications by the Depositary to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Unless physical certificates representing the New Notes have been issued, redemption notices shall be sent to Cede & Co. If less than all of the New Notes are being redeemed, the Depositary’s practice is to determine by lot the amount of the interest of each Direct Participant in the New Notes to be redeemed.

Neither the Depositary nor Cede & Co. will consent or vote with respect to the Global Securities representing the New Notes unless authorized by a Direct Participant in accordance with the Depositary’s procedures. Under its usual procedures, the Depositary mails an omnibus proxy (an “Omnibus Proxy”) to the Company as soon as possible after the applicable record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the New Notes are credited on the applicable record date (identified in a listing attached to the Omnibus Proxy).

Principal, premium, if any, and interest payments on the Global Securities representing the New Notes will be made to the Depositary. The Depositary’s practice is to credit Direct Participants’ accounts on the applicable payment date in accordance with their respective holdings shown on the Depositary’s records unless the Depositary has reason to believe that it will not receive payment on such date. Payments by Direct and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer form or registered in “street name,” and will be the responsibility of such participants and not of the Depositary, the trustee, Kinross, or the Guarantor Subsidiaries subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest to Cede & Co. is the responsibility of Kinross, disbursement of such payments to Direct Participants shall be the responsibility of the Depositary, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. None of Kinross, the Guarantor Subsidiaries or the trustee will have any responsibility or liability for the disbursements of payments in respect of ownership interests in the New Notes by the Depositary or the Direct or Indirect Participants or for maintaining or reviewing any records of the Depositary or the Direct or Indirect Participants relating to ownership interests in the New Notes or the disbursement of payments in respect thereof. The information in this section concerning the Depositary and the Depositary’s system has been obtained from sources that we believe to be reliable, but is subject to any changes to the arrangements between us and the Depositary and any changes to such procedures that may be instituted unilaterally by the Depositary.

Special Investor Considerations for Global Securities

The obligations of Kinross and the Guarantor Subsidiaries, as well as the obligations of the trustee and those of any third parties employed by Kinross, the Guarantor Subsidiaries or the trustee run only to persons who are registered as holders of the New Notes. For example, once we make payment to the registered holder of a New Note, we have no further responsibility for the payment even if that holder is legally required to pass the payment along to you but does not do so. As an indirect holder, an investor’s rights relating to a Global Security will be governed by the account rules of the investor’s financial institution and of the Depositary, as well as general laws relating to debt securities transfers.

An investor should be aware that when New Notes are issued in the form of Global Securities:

•

the investor cannot have New Notes registered in his or her own name;

•

the investor cannot receive physical certificates for his or her interest in the New Notes;

•

the investor must look to his or her own bank or brokerage firm for payments on the New Notes and protection of his or her legal rights relating to the New Notes;

•

the investor may not be able to sell interests in the New Notes to some insurance companies and other institutions that are required by law to hold the physical certificates of New Notes that they own;

•

the Depositary’s policies will govern payments, transfers, exchange and other matters relating to the investor’s interest in the Global Security. Kinross, the Guarantor Subsidiaries and the trustee have no

43

responsibility for any aspect of the Depositary’s actions or for its records of ownership interest in the Global Security. Kinross, the Guarantor Subsidiaries and the trustee also do not supervise the Depositary in any way; and

•

the Depositary will usually require that interests in a Global Security be purchased or sold within its system using same-day funds.

Special Situations When a Global Security Will be Terminated

In a few special situations described below, a Global Security will terminate and interests in it will be exchanged for physical certificates representing New Notes. After that exchange, an investor may choose whether to hold New Notes directly or indirectly through an account at its bank or brokerage firm. Investors must consult their own banks or brokers to find out how to have their interests in New Notes transferred into their own names, so that they will be direct holders.

The special situations for termination of a Global Security are:

•

when the Depositary notifies us that it is unwilling, unable or no longer qualified to continue as Depositary (unless a replacement Depositary is named);

•

an event of default has occurred and is continuing, and the Depositary requests the issuance of certificated New Notes; and

•

when and if we decide to terminate a Global Security.

When a Global Security terminates, the Depositary (and not Kinross, the Guarantor Subsidiaries or the trustee) is responsible for deciding the names of the institutions that will be the initial direct holders.

Global Clearance and Settlement Procedures

Initial settlement for the New Notes will be made in immediately available funds. Secondary market trading between Depositary participants (“DTC Participants”) will occur in the ordinary way in accordance with the Depositary’s rules and will be settled in immediately available funds using the Depositary’s Same-Day Funds Settlement System. Secondary market trading between Clearstream Banking S.A. (“Clearstream, Luxembourg”) participants (“Clearstream Participants”) and/or Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”) participants (“Euroclear Participants”) will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear, as applicable.

Cross-market transfers between persons holding directly or indirectly through the Depositary, on the one hand, and directly or indirectly through Clearstream Participants or Euroclear Participants, on the other, will be effected through the Depositary in accordance with the Depositary’s rules on behalf of the relevant European international clearing system by its U.S. depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depositary to take action to effect final settlement on its behalf by delivering securities to or receiving securities from the Depositary, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to the Depositary. Clearstream Participants and Euroclear Participants may not deliver instructions directly to their respective U.S. depositaries.

Because of time-zone differences, credits of New Notes received in Clearstream, Luxembourg or Euroclear as a result of a transaction with a DTC Participant will be made during subsequent securities settlement processing and dated the business day following the Depositary’s settlement date. The credits or any transactions in the New Notes settled during the processing will be reported to the relevant Euroclear Participant or Clearstream Participant on that business day. Cash received in Clearstream, Luxembourg or Euroclear as a result of sales of the New Notes by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the Depositary’s settlement date but will be available in the relevant Clearstream, Luxembourg or Euroclear cash account only as of the business day following settlement through the Depositary.

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Although the Depositary, Clearstream, Luxembourg and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of New Notes among participants of the Depositary, Clearstream, Luxembourg and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued or changed at any time.

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U.S. FEDERAL INCOME TAX CONSEQUENCES

The exchange of the Initial Notes for the New Notes pursuant to the terms set forth in this prospectus will not constitute a taxable exchange for U.S. federal income tax purposes. Consequently, you should not recognize a gain or loss upon receipt of the New Notes. For purposes of determining gain or loss upon the subsequent sale or exchange of the New Notes, your basis in the New Notes should be the same as your basis in the Initial Notes exchanged. Your holding period for the New Notes should include your holding period for the Initial Notes exchanged. The issue price and other U.S. federal income tax characteristics of the New Notes should be identical to the issue price and other U.S. federal income tax characteristics of the Initial Notes exchanged.

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CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes the principal Canadian federal income tax considerations generally applicable to a holder of Initial Notes who acquires, as a beneficial owner, New Notes, including entitlement to all payments thereunder, pursuant to this prospectus in exchange for, and evidencing the same continuing indebtedness as the Initial Notes and who, at all relevant times, for purposes of the application of the Income Tax Act (Canada) and the regulations thereunder (collectively, the “Tax Act”), (1) is not, and is not deemed to be, resident in Canada, (2) deals at arm’s length with Kinross, any guarantor and any transferee resident (or deemed to be resident) in Canada to whom the holder disposes of the New Notes, (3) does not receive any payment of interest on the New Notes in respect of a debt or other obligation to pay an amount to a person with whom Kinross or any guarantor does not deal at arm’s length, (4) is not a “specified non-resident shareholder” of Kinross for purposes of the Tax Act or a non-resident person not dealing at arm’s length with a “specified shareholder” ​(within the meaning of subsection 18(5) of the Tax Act) of Kinross, (5) does not use or hold the New Notes in a business carried on in Canada, and (6) is not an entity in respect of which Kinross is a “specified entity” ​(as defined in certain proposals to amend the Tax Act released on November 28, 2023 with respect to “hybrid mismatch arrangements”) and is not a “specified entity” in respect of any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of the New Notes (a “Holder”). Special rules, which are not discussed in this summary, may apply to a non-Canadian holder that is an insurer that carries on an insurance business in Canada and elsewhere. Such holders should consult their own tax advisors.

This summary is based on the current provisions of the Tax Act and on an understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative, regulatory, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may be different from those discussed herein.

This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular holder. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, prospective holders of New Notes should consult their own tax advisors having regard to their own particular circumstances.

The Exchange Offer

The exchange of Initial Notes for New Notes pursuant to the terms set forth in this prospectus should not constitute a disposition and should not give rise to a capital gain or a capital loss for purposes of the Tax Act.

Taxation of Interest on New Notes

No Canadian withholding tax will apply to interest, principal or premium, if any, paid or credited to a Holder by Kinross or to the proceeds received by a Holder on the disposition of a New Note including a redemption, payment on maturity, repurchase or purchase for cancellation.

No other tax on income or gains will be payable by a Holder on interest, principal or premium, if any, paid or credited to a Holder on a New Note or on the proceeds received by a Holder on the disposition of a New Note including a redemption, payment on maturity, repurchase or purchase for cancellation.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Initial Notes where the Initial Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, until the earlier of the expiration of 180 days after the exchange offer or such time as such broker-dealers no longer own any Initial Notes, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of those methods of resale, at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any of the New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date of the exchange offer or such time as the broker-dealers no longer own any Initial Notes, whichever is shorter, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that is entitled to use such documents that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the New Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The annual audited consolidated financial statements of Kinross incorporated by reference in this prospectus have been audited by KPMG LLP, Chartered Professional Accountants, Licensed Public Accountants, as stated in their report accompanying the financial statements.

INTERESTS OF QUALIFIED PERSONS

The technical information about the Company’s mineral properties contained in or incorporated by reference in this prospectus has been prepared under the supervision of Mr. Nicos Pfeiffer, an officer of the Company who is a “qualified person” within the meaning of NI 43-101.

VALIDITY OF NOTES AND GUARANTEES

The validity of the New Notes and the related Guarantees will be passed upon for us by Sullivan & Cromwell LLP, New York, New York. Certain legal matters relating to Canadian, British Columbia and Ontario law will be passed upon for us by Osler, Hoskin & Harcourt LLP, Toronto, Ontario. Certain legal matters related to Delaware law will be passed upon for us by Richards, Layton & Finger, P.A. Certain legal matters related to Alaska law will be passed upon for us by Holland & Hart LLP. Certain legal matters related to the laws of Brazil will be passed upon for us by Pinheiro Neto Advogados. Certain legal matters related to the laws of the Republic of Chile will be passed upon for us by Philippi Prietocarrizosa Ferrero DU & Uría.

48

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been filed with the Commission as part of the registration statement of which this prospectus is a part:

•

The documents listed as being incorporated by reference in this prospectus under the heading “Documents Incorporated by Reference”;

•

The organizational documents of the Guarantor Subsidiaries;

•

The indenture relating to the Notes;

•

The registration rights agreement relating to the Initial Notes;

•

Opinions and consents of counsel;

•

Consent of auditors;

•

Consents of qualified persons;

•

Powers of attorney (included on the signature pages of the registration statement);

•

The statements of eligibility of the trustee on Form T-1;

•

The form of letter of transmittal; and

•

The form of notice of guaranteed delivery.

49

KINROSS GOLD CORPORATION
FORM F-10

PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS

Indemnification

Section 136 of the Business Corporations Act (Ontario) (the “Act”) provides that a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or a person who acts or acted at the corporation’s request as a director or officer or an individual acting in a similar capacity, of another entity, (collectively, the “Indemnified Party”), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the Indemnified Party in respect of any civil, criminal, administrative, investigative or other proceeding (collectively, the “Action”) in which the individual is involved because of that association with the corporation or other entity, if:

(a)

he or she acted honestly and in good faith with a view to the best interests of the corporation (or, if applicable, in the best interest of the other entity for which he or she acted as director, officer or in a similar capacity at the corporation’s request); and

(b)

in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.

Section 136 of the Act also provides that a corporation may, with the approval of the court, indemnify an Indemnified Party in respect of an action by or on behalf of the corporation or other entity to obtain a judgment in its favor (a “Derivative Action”), to which the individual is made a party because of the individual’s association with the corporation or other entity, against all costs, charges and expenses reasonably incurred by the individual in connection with such Derivative Action if the individual fulfills the condition set forth in clauses (a) of the paragraph above.

The Act provides that an Indemnified Party is entitled to indemnification from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of such Action or Derivative Action to which the individual has been made party because of the individual’s association with the corporation or such other entity; provided that the Indemnified Party (i) fulfills the conditions set out in the clause (a) and (b) above, and (ii) was not judged by a court or other competent authority to have committed any fault or to have omitted to do anything that such individual ought to have done.

The Act also provides that a corporation may purchase and maintain insurance for the benefit of an Indemnified Party against liability incurred in the individual’s capacity as a director or officer of the corporation, or as a director or officer, or a similar capacity, of another entity if the individual acts in that capacity at the corporation’s request.

The Bylaws of the Registrant provide that an Indemnified Party shall at all times be indemnified by the Registrant in every circumstance where the Act so permits or requires. The Bylaws further provide that, subject to limitations in the Act regarding indemnities in respect of Derivative Actions, every person who at any time is or has been a director or officer, or in a similar capacity, of the Registrant or properly incurs or has properly incurred any liability on behalf of the Registrant or who at any time acts or has acted at the Registrant’s request (in respect of the Registrant or any other entity), and his or her heirs and legal representatives, shall at all times be indemnified by the Registrant against all costs, charges and expenses, including an amount paid to settle an action or satisfy a fine or judgment, reasonably incurred by him or her in respect of or in connection with any civil, criminal or administrative action, proceeding or investigation (apprehended, threatened, pending, under way or contemplated) to which he or she is or may be made a party or in which he or she is or may become otherwise involved by reason of being or having been such a director or officer or by reason of so incurring or having so incurred such liability or by reason of so acting or having so acted (or by reason of anything alleged to have been done, omitted or acquiesced in by him or her in any such capacity or otherwise in respect of any of the foregoing), and has exhausted all appeals therefrom, if:

F-10, II-1

(a)

he or she acted honestly and in good faith with a view to the best interest of the Registrant (or, if applicable, in the best interest of the other entity for which the individual acted as a director, officer or in a similar capacity at the Registrant’s request); and

(b)

in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing his or her conduct was lawful.

The Bylaws further provide that the above described indemnification provisions shall not affect any other right to indemnification to which any person may be or become entitled by contract or otherwise, and no settlement or plea of guilty in any action or proceeding shall alone constitute evidence that a person did not meet a condition set out in clause (a) or (b) above or any corresponding condition in the Act. The Bylaws also provide that the persons described above shall not be liable for any damage, loss, cost or liability sustained or incurred by the Registrant, except where so required by the Act, if such person acted honestly and in good faith with a view to the best interest of the Registrant (or of the entity for which the individual acted as a director, officer or in a similar capacity at the Registrant’s request).

The Registrant has a policy of insurance for its directors and officers and those of its subsidiaries. The limit of liability applicable to all insured directors and officers under the current policies, which will expire on June 1, 2024, is $225 million in the aggregate, inclusive of defense costs. Under the policies, the Registrant has reimbursement coverage to the extent that it has indemnified the directors and officers in excess of a deductible of $10 million for each loss for U.S. securities claims and $10 million for each other loss. The total premium charged to the Registrant in respect of coverage for 2023/2024 is $3,166,745 for 2022/2023 was $3,504,930 and for 2021/2022 was $3,413,579, no part of which is or was payable by the directors or officers of the Registrant.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

EXHIBITS TO FORM F-10

The exhibits to this registration statement are listed in the exhibit index, which appears elsewhere herein.

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FORM F-10

PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1.   Undertaking.

The Form F-10 registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to this Form F-10 or to transactions in said securities.

Item 2.   Consent to Service of Process.

Concurrently with the filing of this Registration Statement, the Form F-10 registrants are filing with the Commission written irrevocable consents and powers of attorney on Form F-X.

Any change to the name or address of the agent for service of the Form F-10 registrant shall be communicated promptly to the Commission by amendment to the applicable Form F-X referencing the file number of the relevant registration statement.

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FORM F-10

SIGNATURES

Pursuant to the requirements of the Securities Act, Kinross Gold Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada on this 12th day of March, 2024.

KINROSS GOLD CORPORATION

By:

/s/ Andrea Freeborough

Name:

Andrea Freeborough

Title:

Executive Vice-President and Chief
Financial Officer

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of J. Paul Rollinson, Andrea Freeborough and Geoffrey P. Gold as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (unless revoked in writing), to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as full to all intents and purposes as he or she might lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ J. Paul Rollinson J. Paul Rollinson	President, Chief Executive Officer and Director (Principal Executive Officer)	March 12, 2024
/s/ Andrea Freeborough Andrea Freeborough	Executive Vice-President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 12, 2024
/s/ Ian Atkinson Ian Atkinson	Director	March 12, 2024
/s/ Kerry D. Dyte Kerry D. Dyte	Director	March 12, 2024
/s/ Glenn A. Ives Glenn A. Ives	Director	March 12, 2024
/s/ Ave G. Lethbridge Ave G. Lethbridge	Director	March 12, 2024
/s/ Michael A. Lewis Michael A. Lewis	Director	March 12, 2024

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Signature	Title	Date
/s/ Elizabeth D. McGregor Elizabeth D. McGregor	Director	March 12, 2024
/s/ Catherine McLeod-Seltzer Catherine McLeod-Seltzer	Director	March 12, 2024
/s/ Kelly J. Osborne Kelly J. Osborne	Director	March 12, 2024
/s/ George N. Paspalas George N. Paspalas	Director	March 12, 2024
/s/ David A. Scott David A. Scott	Director	March 12, 2024

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Kinross Gold Corporation in the United States, on this 12th day of March, 2024.

KINROSS GOLD U.S.A., INC.
(Authorized U.S. Representative)

By:

/s/ Martin D. Litt

Name:

Martin D. Litt

Title:

Secretary

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FORM S-4

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.   Indemnification of Directors and Officers

Delaware

Fairbanks Gold Mining, Inc., Round Mountain Gold Corporation, KG Mining (Bald Mountain) Inc. and KG Mining (Round Mountain) Inc. are corporations under the Delaware General Corporation Law (the “DGCL”). Section 102(b)(7) of the DGCL provides that a corporation may include a provision in its certificate of incorporation eliminating or limiting the personal liability of a director or officer to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officers, as applicable, except for liability of: (i) a director or officer for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders; (ii) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) a director under Section 174 of the DGCL (pertaining to unlawful payment of dividends or unlawful purchase or redemption of the corporation’s capital stock); (iv) a director or officer for any transaction from which the director or officer derived an improper personal benefit or (v) an officer in any action by or in the right of the corporation . The respective certificates of incorporation of each of Fairbanks Gold Mining, Inc. and Round Mountain Gold Corporation contains a provision with respect to directors but not with respect to officers.

Section 145(a) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

Section 145(b) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Under Section 145(c) of the DGCL, if a present or former director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 145(a) and Section 145(b) of the DGCL (described above), or in defense of any claim, issue or matter therein, such person shall be indemnified by the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 145(d) of the DGCL provides that any indemnification pursuant to Section 145(a) and Section 145(b) of the DGCL (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper under the circumstances because the person has met the applicable standard of

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conduct. Such determination shall be made, with respect to person who is a director or officer of the corporation at the time of such determination by a majority vote of the disinterested directors even though less than a quorum, by a committee of such directors designated by a majority vote of such directors even though less than a quorum, if there are no such directors or if such directors so direct, by independent legal counsel, or by the stockholders.

Section 145(e) of the DGCL provides that a corporation may advance the expenses incurred by an officer or director in defending against any action, suit or proceeding upon receipt of an undertaking by or on behalf such person to repay such expenses if it is ultimately determined that such person is not entitled to indemnification. The statute also provides, in Section 145(f) of the DGCL, that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise.

The by-laws of the Guarantor Subsidiaries incorporated in Delaware each provide for mandatory indemnification of any person made or threatened to be made a party to any action, suit or proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or serves or served at the request of the corporation as a director, officer, employee or agent of any other enterprise to the fullest extent permitted by the DGCL. The by-laws of the Guarantor Subsidiaries incorporated in Delaware each provide that the corporation may advance expenses incurred in defending an action, suit or proceeding as authorized by the board of directors upon receipt of an undertaking by or on behalf of the director, officer, employee or agent. The by-laws of the Guarantor Subsidiaries incorporated in Delaware each provide that the right to indemnification contained therein is not the exclusive method of indemnification.

Section 145(g) of the DGCL authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as such at any other enterprise against any liability asserted against and incurred by such person in such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the DGCL. The by-laws of the Guarantor Subsidiaries incorporated in Delaware each provide that the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not he is indemnified against such liability or expense under the provisions of the by-laws whether or not the corporation would have the power or would be required to indemnify against such liability under the provisions of the by-laws or the DGCL or by any other applicable law.

Alaska

Melba Creek Mining, Inc. is a corporation under the Alaska Corporations Code (the “ACC”). Section 10.06.490 of the ACC permits a corporation to indemnify any person who was, is or is threatened to be made a party to a completed, pending, or threatened action or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, attorney fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by them in connection with any action or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to a criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. In a derivative action; that is, one by or in the right of the corporation, indemnification may be made only for expenses and attorney fees actually and reasonably incurred by a director, officer, employee, or agent in connection with the defense or settlement of such action, and only with respect to a matter as to which such person shall have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in a derivative action if such person shall have been adjudged to be liable for negligence or misconduct in the performance of the person’s duty to the corporation, unless and only to the extent that the court in which the action was brought shall determine upon application that, despite such adjudication of liability, the defendant director, officer, employee, or agent is fairly and

S-4, II-2

reasonably entitled to indemnity for such expenses that the court considers proper. The determination regarding whether the indemnitee has met the applicable standard of conduct for indemnification is to be made by (a) the board by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding; or (b) independent legal counsel in a written opinion if a quorum of such directors described above is (i) not obtainable, (ii) obtainable but a majority of disinterested directors so directs or (c) approval of the outstanding shares. A corporation may pay or reimburse the reasonable expenses incurred in defending an action or proceeding in advance of the final disposition if (1) in the case of director or officer, such person furnishes the corporation with a written affirmation of a good faith belief that the standard of conduct described above has been met, (2) the director, officer, employee, or agent furnishes the corporation with a written unlimited general understanding, executed personally or on behalf of the individual, to repay the advance if it ultimately determined that an applicable standard of conduct was not met; and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under the ACC. The ACC also provides that indemnification pursuant to its provisions is not exclusive of other rights to which a person seeking indemnification may be entitled under a bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.

Section 10.06.210 of the ACC authorizes a corporation’s articles of incorporation to eliminate or limit the personal liability of a director to the corporation, or its stockholders for monetary damages for the breach of fiduciary duty as a director, except that the corporation’s articles of incorporation may not eliminate or limit the liability of a director for (i) a breach of a director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) wilful or negligent conduct involved in the payment of dividends or the repurchase of stock from other than lawfully available funds, or (iv) a transaction from which the director derives an improper personal benefit.

Section 10.06.490 of the ACC further permits a corporation to purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and incurred by the person in that capacity, or arising out of that status. whether or not the corporation has the power to indemnify the person against the liability under the ACC.

In accordance with the provisions of the ACC, the corporation’s Amended and Restated Bylaws provide for indemnification of any person who was, is, or is threatened to be made a party to a completed, pending or threatened action or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officers, employee, or agent of the corporation, or is serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise. Such indemnification includes the reimbursement of expenses, attorney fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action or proceeding if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to a criminal action or proceeding, the person had no reasonable cause to believe the conduct was unlawful. In an action by or in the right of the corporation to procure a judgment in its favor, indemnification may be made only for expenses and attorney fees actually and reasonably incurred by the persons described above in connection with the defense or settlement of an action , and only with respect to a matter as to which such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged to be liable for negligence or misconduct in the performance of the person’s duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite such adjudication of liability, in view of all of the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses that the court considers proper. To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of an action or proceeding referred to in the first paragraph or the immediately foregoing paragraph of this section or in defense of a claim, issue, or matter in the action or proceeding, the director, officer, employee, or agent shall be indemnified against expenses and attorney fees actually and reasonably incurred in connection with the defense. The bylaws also contain provisions substantially similar to those of the ACC relating to the advancement of expenses and the non-exclusivity of the indemnification rights set forth in the ACC.

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Federative Republic of Brazil

Kinross Brasil Mineração S.A. is a corporation under the laws of Brazil. According to Article 158 of the Brazilian Law No. 6,404, dated December 15, 1976, as amended, or Brazilian Corporate Law, directors and officers are liable for any loss when acting (i) with negligence or willful misconduct within the scope of his authority; or (ii) contrary to the provisions of the law or the bylaws. Nonetheless, neither the laws of Brazil nor other constitutive documents provide for indemnification of directors and officers.

British Columbia

Great Bear Resources Ltd. is a corporation under Business Corporations Act (British Columbia) (the “BCBCA”). Section 160 of the BCBCA provides that a corporation may indemnify an individual who (i) is or was a director or officer of the corporation, (ii) is or was a director or officer of another corporation at the request of the corporation or at a time when that other corporation is or was an affiliate of the corporation, or (iii) at the request of the corporation, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity (each of the foregoing, an “Individual”), against any judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of a proceeding in which the Individual or any of the heirs and personal or other legal representatives of the Individual, by reason of the Individual being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the corporation or an associated corporation (A) is or may be joined as a party, or (B) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding, except that the corporation must not indemnify an Individual unless:

(a)

the Individual acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of the other entity for which the Individual acted as a director or officer or in a similar capacity at the corporation’s request; and

(b)

if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, the corporation shall not indemnify the Individual unless the Individual had reasonable grounds for believing that his or her conduct was lawful.

The Articles of the corporation provide that, subject to the BCBCA, the corporation shall indemnify an officer or director of the corporation, former officer or director of the corporation, an officer or director or former office or director of another corporation at a time when such other corporation is or was an affiliate of the corporation, and any individual who acts or acted at the corporation’s request as a director or officer, or in a similar capacity, of another entity, and the heirs and personal or other legal representatives of such individual, from and against all judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, a proceeding to which that individual is or may be joined as a party or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding, because of such individual having been a director or officer of the corporation, or having held a position equivalent to that of a director or officer of the corporation.

Republic of Chile

Compañía Minera Mantos de Oro and Compañía Minera Maricunga are contractual mining companies (sociedades contractuales mineras) organized under the laws of the Republic of Chile. Neither the laws of the Republic of Chile governing this type of Company nor the bylaws of Compañía Minera Mantos de Oro and Compañía Minera Maricunga, provide for indemnification of directors and officers

Item 21.   Exhibits

The exhibits to this registration statement are listed in the exhibit index, which appears elsewhere herein.

Item 22.   Undertakings

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Form S-4 registrants pursuant to the foregoing provisions set forth in Item 20 above, or otherwise, such registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933

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and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrants of expenses incurred or paid by a director, officer or controlling person of such registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

The Form S-4 registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of the responding to the request.

The Form S-4 registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being involved therein, that was not the subject of disclosure included in the registration statement when it became effective.

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FORM S-4

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Copiapó, Chile on this 12th day of March, 2024.

COMPAÑÍA MINERA MANTOS DE ORO

By:

/s/ Lindsay Maw

Name: Lindsay Maw
Title:  Director

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Lindsay Maw as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Lindsay Maw Lindsay Maw	Director	March 12, 2024
/s/ Rodrigo Moscoso Restovic Rodrigo Moscoso Restovic	Director	March 12, 2024

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Compañía Minera Mantos de Oro in the United States, in Denver, Colorado on this 12th day of March, 2024.

KINROSS GOLD U.S.A., INC.
(Authorized U.S. Representative)

By:

/s/ Martin D. Litt

Name: Martin D. Litt
Title:  President & Secretary

S-4, II-7

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on this 12th day of March, 2024.

FAIRBANKS GOLD MINING, INC.

By:

/s/ Martin D. Litt

Name: Martin D. Litt
Title:  General Counsel and Director

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Martin D. Litt as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Terence Watungwa Terence Watungwa	President, General Manager and Director (Principal Executive Officer)	March 12, 2024
/s/ Caroline E.S. Wild Caroline E.S. Wild	Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)	March 12, 2024
/s/ Martin D. Litt Martin D. Litt	General Counsel and Director	March 12, 2024

S-4, II-8

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Toronto, Canada on this 12th day of March, 2024.

GREAT BEAR RESOURCES LTD.

By:

/s/ Luke Jalsevac

Name: Luke Jalsevac
Title:  President, General Manager and Director

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Luke Jalsevac as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Luke Jalsevac Luke Jalsevac	President, General Manager and Director (Principal Executive Officer)	March 12, 2024
/s/ Kar O. Ng Kar O. Ng	Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)	March 12, 2024
/s/ Lucas R. Crosby Lucas R. Crosby	Director	March 12, 2024

S-4, II-9

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Great Bear Resources Ltd. in the United States, in Denver, Colorado on this 12th day of March, 2024.

KINROSS GOLD U.S.A., INC.
(Authorized U.S. Representative)

By:

/s/ Martin D. Litt

Name: Martin D. Litt
Title:  President & Secretary

S-4, II-10

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on this 12th day of March, 2024.

KG Mining (Bald Mountain) Inc.

By:

/s/ Martin D. Litt

Name: Martin D. Litt
Title:   President, General Counsel and Secretary

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Martin D. Litt as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Joseph Kemp Joseph Kemp	Vice President and General Manager (Principal Executive Officer)	March 12, 2024
/s/ Caroline E.S. Wild Caroline E.S. Wild	Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)	March 12, 2024
/s/ Martin D. Litt Martin D. Litt	Director	March 12, 2024

S-4, II-11

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on this 12th day of March, 2024.

KG Mining (Round Mountain) Inc.

By:

/s/ Martin D. Litt

Name: Martin D. Litt
Title:  General Counsel and Secretary

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Martin D. Litt as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Joseph L. Kemp Joseph L. Kemp	President, General Manager and Director (Principal Executive Officer)	March 12, 2024
/s/ Caroline E.S. Wild Caroline E.S. Wild	Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)	March 12, 2024
/s/ Martin D. Litt Martin D. Litt	Director	March 12, 2024

S-4, II-12

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Belo Horizonte, Brazil on this 12th day of March, 2024.

KINROSS BRASIL MINERAÇÃO S.A.

By:

/s/ Gilberto Carlos Nascimento Azevedo

Name: Gilberto Carlos Nascimento Azevedo
Title:  President, Brazil and General Officer

(Presidente e Gerente Geral)

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Gilberto Carlos Nascimento Azevedo as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Gilberto Carlos Nascimento Azevedo Gilberto Carlos Nascimento Azevedo	President, Brazil and General Officer (Presidente e Gerente Geral)	March 12, 2024
/s/ Rodrigo Barsante Gomides Rodrigo Barsante Gomides	Vice President, Operations and Deputy General Officer (Vice-Presidente de Operações e Gerente Geral Adjunto)	March 12, 2024
/s/ Frederico Souza Deodoro Frederico Souza Deodoro	Chief Financial Officer (Diretor Financeiro)	March 12, 2024
/s/ Alessandro Lucioli Nepomuceno Alessandro Lucioli Nepomuceno	Sustainability and Licensing Officer (Diretor de Sustentabilidade e Licenciamento)	March 12, 2024
/s/ Ana Maria Ferreira da Cunha Ana Maria Ferreira da Cunha	Government Relations and Social Responsibility Officer (Diretora de Relações Governamentais e Responsabilidade Social)	March 12, 2024
/s/ Mauro Fampa Ostwald Mauro Fampa Ostwald	Officer Without Specific Designation (Diretor sem Designação Específica)	March 12, 2024

S-4, II-13

Signature	Title	Date
/s/ Charles Wells Charles Wells	Operational Excellence Officer (Diretor de Excelência Operacional)	March 12, 2024
/s/ Maria da Graça Montalvão Maria da Graça Montalvão	Vice President Legal Officer (Vice-Presidente Jurídico)	March 12, 2024
/s/ Eduardo Magalhães Barbosa Eduardo Magalhães Barbosa	Human Resources, Information Technology, and Procurement Officer (Diretor de Recursos Humanos, Tecnologia da Informação e Suprimentos)	March 12, 2024
/s/ Lilian Grabellos de Barros de Moura Lilian Grabellos de Barros de Moura	Technical Services Officer (Diretora de Serviços Técnicos)	March 12, 2024
/s/ Stephen James Allen Stephen James Allen	Operations Officer (Diretor de Operações)	March 12, 2024

S-4, II-14

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Kinross Brasil Mineração S.A. in the United States, in Denver, Colorado on this 12th day of March, 2024.

KINROSS GOLD U.S.A., INC.
(Authorized U.S. Representative)

By:

/s/ Martin D. Litt

Name: Martin D. Litt
Title:  President & Secretary

S-4, II-15

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Denver, Colorado on this 12th day of March, 2024.

MELBA CREEK MINING INC.

By:

/s/ Martin D. Litt

Name: Martin D. Litt
Title:   Secretary and General Counsel

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Martin D. Litt as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Terence Watungwa Terence Watungwa	President, General Manager and Director (Principal Executive Officer)	March 12, 2024
/s/ Caroline E.S. Wild Caroline E.S. Wild	Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)	March 12, 2024
/s/ Martin D. Litt Martin D. Litt	Director	March 12, 2024

S-4, II-16

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on this 12th day of March, 2024.

ROUND MOUNTAIN GOLD CORPORATION

By:

/s/ Martin D. Litt

Name: Martin D. Litt
Title:  Secretary and General Counsel

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Martin D. Litt as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Joseph L. Kemp Joseph L. Kemp	President, General Manager and Director (Principal Executive Officer)	March 12, 2024
/s/ Caroline E.S. Wild Caroline E.S. Wild	Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)	March 12, 2024
/s/ Martin D. Litt Martin D. Litt	Director	March 12, 2024

S-4, II-17

INDEX TO EXHIBITS

Exhibits to Form F-10

Exhibit No.	​
1.1	Form of Letter of Transmittal (included in Exhibit 99.1 to Form S-4).
1.2	Form of Notice of Guaranteed Delivery (included in Exhibit 99.2 to Form S-4).
3.1	Registration Rights Agreement dated as of July 5, 2023 among Kinross Gold Corporation, and Compañía Minera Mantos de Oro, Fairbanks Gold Mining, Inc., Great Bear Resources Ltd., KG Mining (Bald Mountain) Inc., KG Mining (Round Mountain) Inc., Kinross Brasil Mineração S.A., Melba Creek Mining, Inc. and Round Mountain Gold Corporation,, as guarantors, and BofA Securities, Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC as representative of the several initial purchasers named therein (included in Exhibit 4.7 to Form S-4).
4.1	Annual Information Form of Kinross Gold Corporation for the year ended December 31, 2022 (incorporated by reference to Exhibit 99.1 to Kinross Gold Corporation’s Form 40-F filed with the Commission on March 31, 2023 (the “Form 40-F”)).
4.2	The management information circular of Kinross Gold Corporation filed on April 3, 2023, in connection with the annual meeting of Kinross Gold Corporation’s shareholders held on May 10, 2023 (incorporated by reference to Exhibit 99.3 to Kinross Gold Corporation’s Form 6-K, furnished to the Commission on April 3, 2023).
4.3	The audited consolidated financial statements of Kinross, which comprise the consolidated balance sheets as of December 31, 2023 and December 31, 2022, the related consolidated statements of operations, comprehensive income (loss), cash flows, and equity for each of the years then ended, and the related notes, together with the reports of the independent registered public accounting firm thereon (incorporated by reference to Exhibit 99.2 to Kinross’ Form 6-K, furnished to the Commission on February 14, 2024).
4.4	The management’s discussion and analysis of Kinross Gold Corporation for the year ended December 31, 2023 (incorporated by reference to Exhibit 99.1 to Kinross Gold Corporation’s Form 6-K, furnished to the Commission on February 14, 2024).
5.1	Consent of KPMG LLP (included as Exhibit 23.1 to Form S-4).
5.2	Consent of Sullivan & Cromwell LLP, U.S. counsel to Kinross Gold Corporation and the guarantors named herein (included as Exhibit 23.2 to Form S-4).
5.3	Consent of Osler, Hoskin & Harcourt LLP, Canadian counsel to Kinross Gold Corporation and British Columbia Counsel to Great Bear Resources Ltd. (included as Exhibit 23.3 to Form S-4).
5.4	Consent of Holland & Hart LLP, Alaska counsel to Melba Creek Mining, Inc. (included as Exhibit 23.4 to Form S-4).
5.6	Consent of Pinheiro Neto Advogados, Brazil counsel to Kinross Brasil Mineração S.A. (included as Exhibit 23.5 to Form S-4).
5.8	Consent of Richards, Layton & Finger, P.A., Delaware counsel to Fairbanks Gold Mining, Inc., Round Mountain Gold Corporation, KG Mining (Round Mountain) Inc. and KG Mining (Bald Mountain) Inc. (included as Exhibit 23.6 to Form S-4)
5.10	Consent of Philippi Prietocarrizosa Ferrero DU & Uría, Chile Counsel to Compañía Minera Mantos de Oro (included as Exhibit 23.7 to Form S-4).
5.11	Consent of Nicos Pfeiffer (included as Exhibit 23.8 to Form S-4).
6.1	Powers of Attorney (included on the signature pages of this Registration Statement on Form F-10)

18

Exhibit No.	​
7.1	Indenture dated as of August 22, 2011 among Kinross Gold Corporation, as issuer, Aurelian Resources Inc., BGO (Bermuda) Ltd., Kinross Brasil Mineração S.A., Kinross Gold U.S.A. Inc., Crown Resources Corporation, Fairbanks Gold Mining, Inc., Melba Creek Mining, Inc., Compañía Minera Mantos de Oro, Compañía Minera Maricunga, Red Back Mauritania No. 2 Limited, Red Back Mining Inc. and Round Mountain Gold Corporation, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.4 to Kinross Gold Corporation’s Form F-9 filed with the Commission on April 27, 2012).
7.2	First Supplemental Indenture dated as of December 8, 2014 among Kinross Gold Corporation, Compañía Minera Maricunga and Wells Fargo Bank, National Association (included as Exhibit 4.3 to Form S-4).
7.3	Second Supplemental Indenture dated as of September 1, 2016 among Kinross Gold Corporation, KG Mining (Round Mountain) Inc., KG Mining (Bald Mountain) Inc., KG Far East (Luxembourg) Sàrl, White Ice Ventures Limited, Red Back Mining B.V., Red Back Mining (Ghana) Ltd. and Wells Fargo Bank, National Association (included as Exhibit 4.4 to Form S-4).
7.4	Third Supplemental Indenture dated as of March 25, 2022 among Kinross Gold Corporation Great Bear Resources Ltd. and Computershare Trust Company, N.A. (as successor to Wells Fargo, National Association) (included at Exhibit 4.5 to Form S-4).
7.5	Fourth Supplemental Indenture dated as of June 6, 2023 among Kinross Gold Corporation, Compañía Minera Mantos de Oro and Computershare Trust Company, N.A. (as successor to Wells Fargo, National Association) (included as Exhibit 4.6 to Form S-4).
107.1	Filing Fee Table

19

Exhibits to Form S-4

Exhibit No.	​
3.1	Amended and Restated Articles of Amalgamation of Kinross Gold Corporation (incorporated by reference to Exhibit No. 99.1 to Registrant’s Current Report on Form 6-K filed May 28, 2015).
3.2	Amended and Restated By-Law No. 1 of Kinross Gold Corporation (incorporated by reference to Exhibit No. 99.2 to Registrant’s Current Report on Form 6-K filed May 28, 2015).
3.3	Bylaws of Kinross Brasil Mineração S.A. (incorporated by reference to Exhibit 3.1 to Fairbanks Gold Mining, Inc.’s Form S-4, filed with the Commission on May 18, 2018).
3.4	Certificate of Incorporation of Fairbanks Gold Mining, Inc. (incorporated by reference to Exhibit 3.8 to Kinross Gold Corporation’s Form F-9, filed with the Commission on April 27, 2012).
3.5	Bylaws of Fairbanks Gold Mining, Inc. (incorporated by reference to Exhibit 3.9 to Kinross Gold Corporation’s Form F-9, filed with the Commission on April 27, 2012).
3.6	Articles of Incorporation of Melba Creek Mining, Inc. (incorporated by reference to Exhibit 3.10 to Kinross Gold Corporation’s Form F-9, filed with the Commission on April 27, 2012).
3.7	Bylaws of Melba Creek Mining, Inc. (incorporated by reference to Exhibit 3.11 to Kinross Gold Corporation’s Form F-9, filed with the Commission on April 27, 2012).
3.8	Certificate of Incorporation of KG Mining (Bald Mountain) Inc. (incorporated by reference to Exhibit 3.9 to Fairbanks Gold Mining Inc.’s Form S-4, filed with the Commission on May 18, 2018)
3.9	Bylaws of KG Mining (Bald Mountain) Inc. (incorporated by reference to Exhibit 3.10 to Fairbanks Gold Mining Inc.’s Form S-4, filed with the Commission on May 18, 2018)
3.10	Certificate of Incorporation of KG Mining (Round Mountain) Inc. (incorporated by reference to Exhibit 3.11 to Fairbanks Gold Mining Inc.’s Form S-4, filed with the Commission on May 18, 2018)
3.11	Bylaws of KG Mining (Round Mountain) Inc. (incorporated by reference to Exhibit 3.12 to Fairbanks Gold Mining Inc.’s Form S-4, filed with the Commission on May 18, 2018)
3.12	Certificate of Incorporation of Round Mountain Gold Corporation (incorporated by reference to Exhibit 3.14 to Kinross Gold Corporation’s Form F-9, filed with the Commission on April 27, 2012).
3.13	Bylaws of Round Mountain Gold Corporation (incorporated by reference to Exhibit 3.15 to Kinross Gold Corporation’s Form F-9, filed with the Commission on April 27, 2012).
3.15	Bylaws of Compañía Minera Mantos de Oro
3.16	Certificate of Incorporation of Great Bear Resources Ltd.
3.17	Notice of Articles and Articles of Great Bear Resources Ltd.
4.1	Form of 6.250% Senior Notes due 2033 of Kinross Gold Corporation being registered pursuant to the Securities Act of 1933.
4.2	Indenture dated as of August 22, 2011 among Kinross Gold Corporation, as issuer, Aurelian Resources Inc., BGO (Bermuda) Ltd., Kinross Brasil Mineração S.A., Kinross Gold U.S.A. Inc., Crown Resources Corporation, Fairbanks Gold Mining, Inc., Melba Creek Mining, Inc., Compañía Minera Mantos de Oro, Compañía Minera Maricunga, Red Back Mauritania No. 2 Limited, Red Back Mining Inc. and Round Mountain Gold Corporation, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.4 to Kinross Gold Corporation’s Form F-9, filed with the Commission on April 27, 2012).

20

Exhibit No.	​
4.3	First Supplemental Indenture dated as of December 8, 2014 among Kinross Gold Corporation, Compañía Minera Maricunga and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.4 to Kinross Gold Corporation’s Form F-10/A, filed with the Commission on December 16, 2014).
4.4	Second Supplemental Indenture dated as of September 1, 2016 among Kinross Gold Corporation, KG Mining (Round Mountain) Inc., KG Mining (Bald Mountain) Inc., KG Far East (Luxembourg) Sàrl, White Ice Ventures Limited, Red Back Mining B.V., Red Back Mining (Ghana) Ltd. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.5 to Fairbanks Gold Mining, Inc.’s Form S-4/A, filed with the Commission on May 18, 2018).
4.5	Third Supplemental Indenture dated as of March 25, 2022 among Kinross Gold Corporation Great Bear Resources Ltd. and Computershare Trust Company, N.A. (as successor to Wells Fargo, National Association).
4.6	Fourth Supplemental Indenture dated as of June 6, 2023 among Kinross Gold Corporation, Compañía Minera Mantos de Oro and Computershare Trust Company, N.A. (as successor to Wells Fargo, National Association).
4.7	Registration Rights Agreement dated as of July 5, 2023 among Kinross Gold Corporation, and Compañía Minera Mantos de Oro, Fairbanks Gold Mining, Inc., Great Bear Resources Ltd., KG Mining (Bald Mountain) Inc., KG Mining (Round Mountain) Inc., Kinross Brasil Mineração S.A., Melba Creek Mining, Inc. and Round Mountain Gold Corporation,, as guarantors, and BofA Securities, Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC as representative of the several initial purchasers named therein.
5.1	Opinion of Sullivan & Cromwell LLP, U.S. counsel to Kinross Gold Corporation and the guarantors named herein.
5.2	Opinion of Osler, Hoskin & Harcourt LLP, Canadian counsel to Kinross Gold Corporation and Great Bear Resources Ltd.
5.3	Opinion of Holland & Hart LLP, Alaska counsel to Melba Creek Mining, Inc.
5.4	Opinion of Pinheiro Neto Advogados, Brazil counsel to Kinross Brasil Mineração S.A.
5.5	Opinion of Richards, Layton & Finger, P.A., Delaware counsel to Fairbanks Gold Mining, Inc., Round Mountain Gold Corporation, KG Mining (Round Mountain) Inc. and KG Mining (Bald Mountain) Inc.
5.6	Opinion of Philippi Prietocarrizosa Ferrero DU & Uría, Chile Counsel to Compañía Minera Mantos de Oro.
23.1	Consent of KPMG LLP.
23.2	Consent of Sullivan & Cromwell LLP, U.S. counsel to Kinross Gold Corporation and the guarantors named herein (included in Exhibit 5.1 above).
23.3	Consent of Osler, Hoskin & Harcourt LLP, Canadian counsel to Kinross Gold Corporation and British Columbia Counsel to Great Bear Resources Ltd. (included in Exhibit 5.2 above).
23.4	Consent of Holland & Hart LLP, Alaska counsel to Melba Creek Mining, Inc. (included in Exhibit 5.3 above).
23.5	Consent of Pinheiro Neto Advogados, Brazil counsel to Kinross Brasil Mineração S.A. (included in Exhibit 5.4 above).
23.6	Consent of Richards, Layton & Finger, P.A., Delaware counsel to Fairbanks Gold Mining, Inc., Round Mountain Gold Corporation, KG Mining (Round Mountain) Inc. and KG Mining (Bald Mountain) Inc. (included in Exhibit 5.5 above).
23.7	Consent of Philippi Prietocarrizosa Ferrero DU & Uría, Chile Counsel to Compañía Minera Mantos de Oro (included in Exhibit 5.6 above).
23.8	Consent of Nicos Pfeiffer.

21

Exhibit No.	​
24.1	Powers of Attorney (included on the signature pages of this Registration Statement on Form S-4).
25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Computershare Trust Company, N.A., as trustee, on Form T-1.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
107.1	Filing Fee Table

22

EX-3.15

Exhibit 3.15

EX-3.16

Exhibit 3.16

GREAT BEAR RESOURCES LTD. CERTIFICATE OF TRUE AND CORRECT COPY OF ALTERATIONS TO ARTICLES OF THE COMPANY APPROVED AT A RECONVENED ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS ON JULY 12,2013 AT 11:30 AM PACIFIC TIME The undersigned, Desmond M. Balakrishnan, signing in my capacity as corporate coimsel of Great Bear Resources Ltd. (and hereinafter referred to asthe ''Company"), hereby certify, to the best ofmy knowledge, information and belief, after having made due inquiry, that the attached extractsfrom Ordinary Resolutions Approved at a Reconvened Annual General and Special Meeting of the Shareholders held on July 12, 2013 and reconvened, altering theArticles of the Company received for deposit at the records office on August 7,2013 at 10:00 AMPacific Time, are a true and correctcopy ofsuch alterations. DATED at Vancouver, in the Province ofBritish Columbia, on this 20** day of August, 2013. DESMOND M<«AKRISHNAN

Number: BC0638523 ,g00m Part 14 altered by adding §14.12, the Advance Notice Provision - Alterationspursuantto OrdinaryResolutions Approved at a Reconvened Annual General andSpecial Meeting of the Shareholders Great Bear Resources Ltd. (the "Company") held on July 12,2013 at 11:30AM and received for deposit at the records office on August 7,2013 at 10:00AM Pacific Time in accordance with theProvisions of theBusiness Corporations Act(British Columbia) (the"Act"). Alterations to Part 14by adding §14.12 to theArticles of theCompany effectiveAugust 7,2013 at 10:00AM Pacific Time - ALTERATIONS TO ARTICLES ADVANCE NOTICE PROVISION Nomination of Directors 14.12 Subject only to the Act: (a) only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders (butonly if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting): (i) by or at the direction of the board or an authorized officer of the Company, including pursuant to a notice ofmeeting; (ii) by or at the direction or request of one or more shareholders pursuantto a proposal made in accordance with the provisions ofthe Act or a requisition ofthe shareholdersmade in accordance with the provisions ofthe Act; or (iii) by any person (a "Nominating Shareholder"); (A) who, at the close of business on the date ofthe giving ofthe notice provided for below in this §14.12 and on the record date for notice ofsuch meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting, and (B) who complies with the notice procedures set forth below in this §14.12. (b) In addition to any other applicable requirements,for a nomination to be made by a Nominating Shareholder, such person must have given: 2013-AUG-07 A10:00

Page 2 Great Bear Resources Ltd. Part 14Altered by Adding 14.12(EffectiveAugust 7,2013 at 10:00AM Pacific Time) (i) timely notice thereof in proper written form to the Corporate Secretary of the Company at the principal executive offices of the Company in accordance with this §14.12; and (ii) the representation and agreement with respect to each candidate for nomination asrequired by, and withinthe time periodspecified in §14.12(e). (c) To be timely under §14.12(b)(i), a Nominating Shareholder's notice to the Corporate Secretary ofthe Companymust be made: (i) in the case of an annualmeetingof shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting ofshareholders is called for a date that is less than 40 days after the date (the "Notice Date") on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the tenth (10th) day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electingdirectors (whetheror not called for other purposes), not later than the fifteenth(15th) day following the day on which the first public annovmcement of the date of the special meeting of shareholders was made; and (iii) Notwithstandingthe foregoing, the board may, in its sole discretion, waive any requirement in this §14.12(c). (d) To be in proper written form, a Nominating Shareholder's notice to the Corporate Secretary ofthe Company, under §14.12(b)(i) must set forth: (i) as to each person whom the Nominating Shareholderproposes to nominate for election as a director; (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment ofthe person, (C) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as ofthe record date for the Meeting of Shareholders (if such date shall then have been made publicly available and shall have occurred) and as ofthe date ofsuch notice, (D) a statement as to whether such person would be "independent" of — the Company (within the meaning of sections 1.4 and 1.5 of National

Page 3 Great Bear Resources Ltd. Part 14 Altered by Adding 14.12 (Effective August 7,2013 at 10:00 AM Pacific Time) Instrument 52-110 - Audit Committees of the Canadian Securities Administrators, as such provisions may be amended from time to time) if elected as a director at such meeting and the reasons and basis for such determination, (E) any other information relatingto the person that would be required to be disclosed in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws; and (ii) as to the Nominating Shareholder givingthe notice; (A) any information relating to such Nominating Shareholder that would be required to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws, and (B) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the Nominating Shareholder as of the record date for the Meeting of Shareholders(ifsuch date shall then have been made publicly available and shall have occurred) and as ofthe date ofsuch notice. (e) To be a candidate eligible for electionas a director of the Company and to be duly nominated, a candidate must be nominated in the manner prescribed in this §14.12 and the candidate for nomination, whether nominated by the board or otherwise, must have previouslydeliveredto the Corporate Secretary of the Company at the principalexecutive offices of the Company, not less than 5 days prior to the date of the Meeting of Shareholders, a written representation and agreement (in the form provided by the Company) that such candidate for nomination, if elected as a director of the Company, will comply with all applicable corporate govemance, conflict ofinterest, confidentiality, share ownership, majority voting and insider trading policies and other policies and guidelines ofthe Company applicableto directors and in effect during such person's term in office as a director (and, if requested by any candidate for nomination, the Corporate Secretary of the Company shall provide to such candidate for nomination all such policies and guidelines then in effect). (f) No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this §14.12; provided, however, that nothing in this §14.12 shall be deemed to preclude discussion by a shareholder (as distinct from nominating directors) at a meeting ofshareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The chair ofthe meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing

Page 4 Great Bear Resources Ltd. Part 14 Altered by Adding 14.12 (Effective August 7,2013 at 10:00 AM Pacific Time) provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that suchdefective nomination shall be disregarded. (g) For purposes ofthis §14.12: (i) "Affiliate", when used to indicate a relationship with a person, shall mean a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by,or is under common control with, suchspecified person; (ii) "Applicable Securities Laws" means the Securities Act (British Columbia) and the equivalent legislation in the other provinces and in the territories of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similarregulatory authorities of each of the applicable provinces and territories ofCanada; (iii) "Associate", when used to indicate a relationship with a specified person, shall mean, (A) any corporation or trust of which such person owns beneficially, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of such corporation or trust for the time being outstanding, (B) any partner ofthat person, (C) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, (D) a spouse ofsuch specified person, (E) any person of either sex with whom such specified person is living in conjugal relationship outside marriage, or (F) any relative of such specified person or of a person mentioned in clauses (D) or (E) ofthis definition ifthat relative has the same residence as the specified person; (iv) Derivatives Contract" shall mean a contract between two parties (the "Receiving Party" and the "Counterparty") that is designed to expose the Receiving Party to economic benefits and risks that correspond substantially to the ownership by the Receiving Party of a number of shares in the capital of the Company or securities convertible into such shares specified or referenced in such contract (the number corresponding to such economic benefits and risks, the

Page 5 Great Bear Resources Ltd. Part 14 Altered by Adding 14.12 (Effective August 7.2013 at 10:00 AM Pacific Time) "Notional Securities"), regardless of whether obligations under such contract are required or permitted to be settled through the delivery of cash, shares in the capital of the Company or securities convertible into such shares or other property, without regard to any short position under the same or any other Derivatives Contract. For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets ofstocks approved for trading by the appropriate governmental authority shall not be deemed to be Derivatives Contracts; (v) "Meeting of Shareholders" shall mean such annual shareholders meeting or special shareholders meeting, whether general or not, at which one or more personsare nominated for electionto the board by a Nominating Shareholder; (vi) "owned beneficially" or "owns beneficially" means, in connection with the ownership ofshares in the capitalof the Company by a person; (A) any such shares as to which such person or any of such person's Affiliates or Associates owns at law or in equity, or has the right to acquire or become the owner at law or in equity, where such right is exercisable immediately or after the passage oftime and whether or not on condition or the happening of any contingency or the making of any payment, upon the exercise of any conversion right, exchange right or purchase right attaching to any securities, or pursuant to any agreement, arrangement,pledge or imderstanding whether or not in writing, (B) any such shares as to which such person or any of such person's Affiliates or Associates has the right to vote, or the right to direct the voting, where such right is exercisable immediately or after the passage of time andwhether or not on condition or the happening of any contingency or the making of any payment, pursuant to any agreement, arrangement, pledge or understanding whetheror not in writing, (C) any such shares which are beneficially owned, directly or indirectly, by a Coxmterparty (or any of such Counterparty's Affiliates or Associates) under any Derivatives Contract(withoutregard to any short or similar position under the same or any other Derivatives Contract) to which such person or any of such person's Affiliates or Associates is a Receiving Party; provided, however that the number of shares that a person owns beneficially pursuant to this clause (C) in connection with a particular Derivatives Contract shall not exceed the number of Notional Securities with respect to such Derivatives Contract; provided, further, that the number of securities owned beneficially by each Counterparty (including their respective Affiliates and Associates) under a Derivatives Contract shall for purposes of this clause be deemed to include all securities that are owned beneficially, directly or indirectly, by any other

Page 6 Great Bear Resources Ltd. Part 14Alteredby Adding 14.12(Effective August7,2013 at 10:00AM PacificTime) Counterparty (or any of such other Counterparty's Affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or any of suchfirst Counterparty's Affiliates or Associates) is a Receiving Party and this proviso shall be applied to successive Counterparties as appropriate, and (D) any such shares which are owned beneficially within the meaning of this definition by any other person with whom such person is acting jointly or in concert with respect to the Company or any of its securities; and (vii) "public announcement" shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company or its agents under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com. (h) Notwithstanding any other provision to this §14.12, notice or any delivery given to the Corporate Secretary of the Company pursuant to this §14.12 may only be givenby personal delivery, facsimile transmission or by email (provided that fiie Corporate Secretary ofthe Company has stipulated an email address for piuposes of this notice, at such email address as stipulated firom time to time), and shall be deemed to have been givenand made onlyat the time it is served by personal delivery, email (at the address as aforesaid) or sentby facsimile transmission (provided thatreceipt of confirmation of such transmission hasbeenreceived) to theCorporate Secretary at the address of the principal executive offices of the Company; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 pm (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day. (i) In no event shall any adjournment or postponement of a Meeting of Shareholders or the announcement thereof commence a new time periodfor the giving of a Nominating Shareholder's notice as described in §14.12(c) or the delivery of a representation and agreement as described in §14.12(e).

Number: BC0638523 BUSINESS CORPORATIONSACT ARTICLES of GREAT BEAR RESOURCES LTD. TABLE OF CONTENTS PART 1 INTERPRETATION 1 PART 2 SHARES AND SHARE CERTIFICATES 2 PART 3 ISSUE OF SHARES 4 PART 4 SHARE REGISTERS 5 PART 5 SHARE TRANSFERS 5 PART 6 TRANSMISSION OF SHARES 6 PART 7 PURCHASE, REDEEM OR OTHERWISE ACQUIRE SHARES 7 PART 8 BORROWING POWERS 8 PART 9 ALTERATIONS 9 PART 10 MEETINGS OF SHAREHOLDERS 10 PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS 12 PART 12 VOTES OF SHAREHOLDERS 16 PART 13 DIRECTORS 20 PART 14 ELECTION AND REMOVAL OF DIRECTORS 22 PART 15 ALTERNATE DIRECTORS 24 PART 16 POWERS AND DUTIES OF DIRECTORS 26 PART 17 INTERESTS OF DIRECTORS AND OFFICERS 27 PART 18 PROCEEDINGS OF DIRECTORS 28 PART 19 EXECUTIVE AND OTHER COMMITTEES 31 PART 20 OFFICERS 32 PART 21 INDEMNIFICATION 33 PART 22 DIVIDENDS 35 PART 23 ACCOUNTING RECORDS AND AUDITOR 37 PART 24 NOTICES 37 PART 25 SEAL 39 Articles deleted and replaced with New set of Articles authorized by Minutes of Annual General and Special Meeting of Shareholders of the Company held on September 30, 2010 at 01:30 PM and received for deposit at the records office of the Company on December 2,2010 at 10:00 AM Pacific Time. 3875334.1

Number: BC0638523 BUSINESS CORPORATIONSACT ARTICLES of GREAT BEAR RESOURCES LTD. (the "Company") PARTI INTERPRETATION Definitions 1.1 In these Articles, unless the context otherwise requires: (a) "Act" means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act; (b) "board of directors", "directors" and "board" mean the directors or sole director ofthe Company for the time being; (c) "Interpretation Act" means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act; (d) "legal personal representative" means the personal or other legal representative ofthe shareholder; (e) "registered address" of a shareholder means the shareholder's address as recorded in the central securities register; (f) "seal" means the seal ofthe Company, if any; (g) "share" means a share in the share structure ofthe Company; and (h) "special majority" means the majority of votes described in §11.2 which is required to pass a special resolution. 3875334.1

-2- Act and Interpretation Act Definitions Applicable 1.2 The definitions in the Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and except as the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Act and a definitionor rule in the Interpretation Act relating to a term used in theseArticles, the definition in the Act will prevail. If there is a conflict or inconsistency between these Articles and the Act, the Act will prevail. PART 2 SHARES AND SHARE CERTIFICATES Authorized Share Structure 2.1 The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice ofArticlesof the Company. Form of Share Certificate 2.2 Each share certificate issued by the Company must comply with, and be signed as required by, the Act. Shareholder Entitled to Certificate, Acknowledgment or Written Notice 2.3 Unless the shares of which the shareholder is the registered owner are uncertificated shares, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder's name or (b) a non-transferable written acknowledgment of the shareholder's right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders' duly authorized agents will be sufficient delivery to all. If a shareholder is the registered owner of uncertificated shares, the Company must send to a holder of an imcertificated share a written notice containing the information required by the Act within a reasonable time after the issue or transfer ofsuch share. Delivery hy Mail 2.4 Any share certificate or non-transferable written acknowledgment of a shareholder's right to obtain a share certificate, or written notice of the issue or transfer of an uncertificated share may be sent to the shareholder by mail at the shareholder's registered address and neither the Company nor any director, officer or agent ofthe Company is liable for any loss to the shareholder because the share certificate, acknowledgement or written notice is lost in the mail or stolen. 3875334.1

-3- Replacement of Worn Out or Defaced Certificate or Acknowledgement 2.5 If a share certificate or a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate is worn out or defaced, the Company must, on production of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as are deemed fit: (a) cancel the share certificate or acknowledgment; and (b) issue a replacement share certificate or acknowledgment. Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment 2.6 If a share certificate or a non-transferable written acknowledgment of a shareholder's right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, ifthe requirements of the Act are satisfied, as the case may be, ifthe directors receive: (a) proofsatisfactory to it ofthe loss, theft or destruction; and (b) any indemnity the directors consider adequate. Splitting Share Certificates 2.7 If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificateand issue replacement share certificates in accordance with that request. Certificate Fee 2.8 There must be paid to the Company, in relation to the issue of any share certificate under §2.5, §2.6 or §2.7, the amount, if any, not exceeding the amount prescribed under the Act, determined by the directors. Recognitioii ofTrusts 2.9 Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereofin the shareholder. 3875334.1

-4- PART 3 ISSUE OF SHARES Directors Authorized 3.1 Subject to the Act and the rights, if any, of the holders of issued shares of the Company, the Company may allot, issue, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the consideration (including any premium at which shares withpar value may be issued) thatthe directors may determine. The issue price for a share with par valuemust be equal to or greaterthan the par value of the share. Commissions and Discounts 3.2 The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person's purchase or agreement to purchase shares of the Company from the Company or any other person's procurement or agreement to procure purchasers for shares ofthe Company. Brokerage 3.3 The Company may pay such brokerage fee or other consideration as may be lawful for or in coimectionwith the sale or placement ofits securities. Conditions ofIssue 3.4 Except as providedfor by the Act, no share may be issued until it is fully paid. A share is fully paid when: (a) consideration is provided to the Company for the issue of the share by one or more ofthe following: (i) past services performed for the Company; (ii) property; (iii) money; and (b) the value of the consideration received by the Company equals or exceeds the issue price set for the share under §3.1. Share Purchase Warrants and Rights 3.5 Subject to the Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time. 3875334.1

-5- PART4 SHARE REGISTERS Central Securities Register 4.1 As required by and subject to the Act, the Company must maintain in British Columbia a central securities register and may appoint an agent to maintain such register. The directors may appoint one or more agents, including the agent appointed to keep the central securities register, as transfer agent for shares or any class or series of shares and the same or another agent as registrar for shares or such class or series of shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place. PARTS SHARE TRANSFERS Registering Transfers 5.1 A transfer of a share must not be registered unless the Company or the transfer agent or registrar for the class or series ofshares to be transferred has received: (a) except as exempted by the Act, a written instrument of transfer in respect of the share has been received by the Company (which may be a separate document or endorsed on the share certificate for the shares transferred) made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf ofthat person; (b) if a share certificate has been issued by the Company in respect ofthe share to be transferred, that share certificate; (c) if a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment; and (d) such other evidence, if any, as the Company or the transfer agent or registrar for the class or series ofshare to be transferred may require to prove the title ofthe transferor or the transferor's right to transfer the share, that the written instrument of transfer and the right ofthe transferee to have the transfer registered. Form ofInstrument ofTransfer 5.2 The instrument oftransfer in respect of any share ofthe Company must be either in the form, if any, on the back of the Company's share certificates of that class or series or in some other form that may be approved by the directors from time to time or by the transfer agent or registrar for those shares. 3875334.1

-6- Transferor Remains Shareholder 5.3 Except to the extent that the Act otherwise provides, the transferor of a share is deemed to remain the holder of it until the name of the transferee is entered in a securities register ofthe Company in respect ofthe transfer. Signing ofInstrument of Transfer 5.4 If a shareholder, or the shareholder's duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any othermanner, or, if no number is specified, all the sharesrepresented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer, or ifthe shares are uncertificated shares, then all of the shares registered in the name ofthe shareholder on the central securities register: (a) in the name ofthe person named as transferee in that instrument oftransfer; or (b) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered. Enquiry as to Title Not Required 5.5 Neither the Company nor any director, officer or agent ofthe Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose ofhaving the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares transferred, of any interest in such shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares. Transfer Fee 5.6 There must be paid to the Company, in relation to the registration of a transfer, the amoimt, if any, determined by the directors. PART 6 TRANSMISSION OF SHARES Legal Personal Representative Recognized on Death 6.1 In case of the death of a shareholder, the legal personal representative of the shareholder, or in the case ofshares registered in the shareholder's name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a 3875334.1

-7- — person as a legal personal representative of a shareholder, the Company shall receive the <' " documentation required by the Act. Rights of Legal Personal Representative 6.2 The legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance withthese Articles, provided the documents required by the Act and the directors have been deposited with the Company. This §6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the name of the shareholder and the name of another person in joint tenancy. PART? PURCHASE, REDEEM OR OTHERWISE ACQUIRE SHARES Company Authorized to Purchase, Redeem or Otherwise Acquire Shares 7.1 Subject to §7.2, the special rights or restrictions attached to the shares of any class or series and the Act, the Company may, if authorized by the directors, purchase, redeem or otherwise acquire any ofits shares at the price and upon the terms determined by the directors. Purchase When Insolvent 7.2 The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that: (a) the Company is insolvent; or (b) making the payment or providing the consideration would render the Company insolvent. Sale and Voting of Purchased, Redeemed or Otherwise Acquired Shares 7.3 If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose ofthe share, but, while such share is held by the Company, it: (a) is not entitled to vote the share at a meeting ofits shareholders; (b) must not pay a dividend in respect ofthe share; and (c) must not make any other distribution in respect ofthe share. 3875334.1

-8- Company Entitled to Purchase, Redeem or Otherwise Acquire Share Fractions 7.4 The Company may, without prior notice to the holders, purchase, redeem or otherwise acquire for fair value any and all outstanding share fractions of any class or kind of shares in its authorized share structure as may exist at any time and from timeto time. Upon the Company delivering the purchase funds and confirmation of purchase or redemption of the share fractions to the holders' registered or lastknown address, or if the Company has a transfer agent then to such agent for the benefit of and forwarding to such holders, the Company shall thereupon amend its central securities register to reflect the purchase or redemption of such share fractions and if the Company has a transfer agent, shall direct the transfer agent to amend the central securities register accordingly. Any holder of a share fraction, who upon receipt of the funds and confirmation of purchase or redemption of same, disputes the fair value paid for the fraction, shall have the right to apply to the court to request that it set the price and terms of payment and make consequential orders and give directions the court considers appropriate, as if the Company were the "acquiring person" as contemplated by Division 6, Compulsory Acquisitions, under the Act and the holder were an "offeree" subjectto the provisions contained in such Division, mutatis mutandis. PARTS BORROWING POWERS 8.1 The Company, if authorized by the directors,may: (a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate; (b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as the directors consider appropriate; (c) guarantee the repayment ofmoney by any other person or the performance of any obligation of any other person; and (d) mortgage, charge, whether by way ofspecific or floating charge, grant a security interest in, or give other security on, the whole or any part ofthe present and future assets and undertaking ofthe Company. 8.2 The powers conferred under this Part 8 shall be deemed to include the powers conferred on a company by Division VII ofthe Special Corporations Powers Act being chapter P-16 of the Revised Statutes of Quebec, 1988, and every statutory provision that may be substituted therefor or for any provision therein. 3875334.1

-9- PART9 ALTERATIONS Alteration of Authorized Share Structure 9.1 Subject to §9.2 and the Act, the Company may by ordinary resolution (or a resolution ofthe directors in the case of §9.1(c) or §9.1(f)): (a) create one or more classes or series ofshares or, if none ofthe shares of a class or series ofshares are allotted or issued, eliminate that class or series ofshares; (b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series ofshares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established; (c) subdivideor consolidate all or any of its unissued, or fully paid issued, shares; (d) ifthe Company is authorized to issue shares of a class of shares with par value: (i) decrease the par value ofthose shares; or (ii) if none ofthe shares of that class ofshares are allotted or issued, increase the par value ofthose shares; (e) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value; (f) alter the identifying name of any ofits shares; or (g) otherwise alter its shares or authorized share structure when required or permitted to do so by the Act where it does not specify by a special resolution; and, if applicable, alter its Notice ofArticles and Articles accordingly. Special Rights or Restrictions 9.2 Subject to the Act and in particular those provisions of the Act relating to the rights of holders of outstanding shares to vote iftheir rights are prejudiced or interfered with, the Company may by ordinary resolution: (a) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or (b) vary or delete any special rights or restrictions attached to the shares of any class or series ofshares, whether or not any or all ofthose shares have been issued. 3875334.1

-10- and alter its Notice of Articles and Articlesaccordingly. Change of Name 9.3 The Company may by resolution of the directors authorize an alteration to its Noticeof Articles in orderto change its name or adoptor change anytranslation of that name. Other Alterations 9.4 If the Act does notspecify the type ofresolution and these Articles do notspecify another type ofresolution, the Company may by ordinaryresolution alter these Articles. PART 10 MEETINGS OF SHAREHOLDERS Annual General Meetings 10.1 Unless an annual general meeting is deferred or waived in accordance with the Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors. Resolution Instead ofAnnual General Meeting 10.2 If all the shareholders who are entitled to vote at an annual general meeting consent in writing by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the aimual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this §10.2, select as the Company's annual reference date a date that would be appropriate for the holding ofthe applicable annual general meeting. Calling of Meetings of Shareholders 10.3 The directors may, at any time, call a meeting ofshareholders. Notice for Meetings of Shareholders 10.4 The Company must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution, and any notice to consider approving an amalgamation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting), in the manner provided in these Articles, or in such other manner, if any, as tnay be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the 3875334.1

-11 - auditorof the Company, unless theseArticles otherwise provide, at leastthe following numberof days before the meeting: (a) ifthe Company is a public company, 21 days; (b) otherwise, 10 days. Record Date for Notice 10.5 The directors may set a date as the record date for the purpose of determining shareholders entitledto notice of anymeeting of shareholders. The recorddate must not precede the date on which the meeting is to be held by morethan two months or, in the case of a general meeting requisitioned by shareholdersimderthe Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than: (a) ifthe Company is a public company, 21 days; (b) otherwise, 10 days. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting. Record Date for Voting 10.6 The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders imder the Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, ifno notice is sent, the begirming ofthe meeting. Failure to Give Notice and Waiver of Notice 10.7 The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive that entitlement or may agree to reduce the period of that notice. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Notice of Special Business at Meetings of Shareholders 10.8 If a meeting ofshareholders is to consider special business within the meaning of §11.1, the notice ofmeeting must: (a) state the general nature ofthe special business; and 3875334.1

-12- p. (b) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders: (i) at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and (ii) during statutory business hours on any one or more specified days before the day set for the holding ofthe meeting. Place of Meetings 10.9 In addition to any location in British Columbia, any general meeting may be held in any location outside British Columbiaapproved by a resolution ofthe directors. PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS Special Business 11.1 At a meeting ofshareholders,the following business is special business: (a) at a meeting ofshareholders that is not an annual general meeting, all business is specialbusinessexcept businessrelatingto the conductof or voting at the meeting; (b) at an annual general meeting, all business is special business except for the following: (i) business relating to the conduct ofor voting at the meeting; (ii) consideration of any financial statements ofthe Company presented to the meeting; (iii) consideration of any reports ofthe directors or auditor; (iv) the setting or changing ofthe number ofdirectors; (v) the election or appointment ofdirectors; (vi) the appointment of an auditor; (vii) the setting ofthe remuneration of an auditor; (viii) business arising out of a report ofthe directors not requiring the passing of a special resolution or an exceptional resolution; 3875334.1

-13- (ix) any other business which, under these Articles or the Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders. Special Majority 11.2 The majority of votes required for the Company to pass a special resolution at a general meeting ofshareholders is two-thirds ofthe votes cast on the resolution. Quorum 11.3 Subject to the special rights or restrictions attached to the shares of any class or series of shares, and to §11.4, the quorum for the transaction of business at a meeting of shareholders is at least one personwho is, or who represents by proxy, one or more shareholders who, in the aggregate, holdat least 5%ofthe issued shares entitled to be voted at themeeting. One Shareholder May Constitute Quorum 11.4 Ifthere is only one shareholder entitledto vote at a meetingofshareholders: (a) the quorum is one person who is, or who represents by proxy, that shareholder, and (b) that shareholder, present in person or by proxy,may constitutethe meeting. Persons Entitled to Attend Meeting 11.5 In addition to those persons who are entitled to vote at a meeting ofshareholders, the only other persons entitled to be present at the meeting are the directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company, any persons invited to be present at the meeting by the directors or by the chair ofthe meeting and any persons entitled or required imder the Act or these Articles to be present at the meeting; but if any ofthose persons does attend the meeting, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting. Requirement of Quorum 11.6 No business, other than the election of a chair ofthe meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting. Lack of Quorum 11.7 If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present: 3875334.1

-14 (a) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and (b) in the case of any other meeting ofshareholders, the meeting stands adjourned to the same day in the next week at the same time and place. Lack of Quorum at Succeeding Meeting 11.8 If, at the meeting to which the meeting referred to in §11.7(b) was adjourned, a quorum is not present within one-halfhour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, two or more shareholders entitled to attend and vote at the meetingshall be deemedto constitute a quorum. Chair 11.9 The following individual is entitled to preside as chair at a meeting of shareholders: (a) the chair ofthe board, if any; or (b) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any. Selection ofAlternate Chair 11.10 If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair ofthe board and the president are unwilling to act as chair ofthe meeting, or ifthe chair ofthe board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present may choose either one oftheir number or the solicitor ofthe Company to be chair ofthe meeting. If all ofthe directors present decline to take the chair or fail to so choose or if no director is present or the solicitor ofthe Company declines to take the chair, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting. Adjournments 11.11 The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. Notice ofAdjourned Meeting 11.12 It is not necessary to give any notice of an adjourned meeting ofshareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case ofthe original meeting. 3875334.1

-15- Decisions by Show of Hands or Poll 11.13 Subjectto the Act, every motion put to a vote at a meetingofshareholders will be decided on a show of hands unless a poll, before or onthedeclaration of theresult of the vote by show of hands, is directed by the chair or demanded by any shareholder entitled to vote who is present in person or by proxy. Declaration ofResult 11.14 The chair of a meeting of shareholders must declare to the meeting the decision on everyquestion in accordance withthe result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unlessa poll is directedby the chair or demanded under §11.13, conclusive evidence without proof of the number or proportion ofthe votes recorded in favour ofor against the resolution. Motion Need Not be Seconded 11.15 No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion. Casting Vote 11.16 In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder. Manner of Taking Foil 11.17 Subject to §11.18, if a poll is duly demanded at a meeting ofshareholders: (a) the poll must be taken: (i) at the meeting, or within seven days after the date of the meeting, as the chair ofthe meeting directs; and (ii) in the manner, at the time and at the place that the chair of the meeting directs; (b) the result ofthe poll is deemed to be the decision ofthe meeting at which the poll is demanded; and (c) the demand for the poll may be withdrawn by the person who demanded it. Demand for Poll on Adjournment 11.18 A poll demanded at a meeting ofshareholderson a question of adjournment must be taken immediately at the meeting. 3875334.1

-16- Chair Must Resolve Dispute 11.19 In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and the determination of the chair made in good faith is final and conclusive. Casting of Votes 11.20 On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way. No Demand for Poll on Election of Chair 11.21 No poll may be demanded in respectof the vote by which a chair of a meeting of shareholders is elected. Demand for Poll Not to Prevent Continuance ofMeeting 11.22 The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded. Retention ofBallots and Proxies 11.23 The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end ofsuch three month period, the Company may destroy such ballots and proxies. PART 12 VOTES OF SHAREHOLDERS Number of Votes by Shareholder or by Shares 12.1 Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under §12.3: (a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and (b) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy. 3875334.1

-17- - Votes of Persons in Representative Capacity 12.2 A person who is not a shareholder may vote at a meeting ofshareholders, whether on a show of hands or on a poll, and may appoint a proxyholderto act at the meeting, if, before doing so, the personsatisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting. Votes by Joint Holders 12.3 Ifthere are joint shareholdersregistered in respect of any share: (a) any one of the joint shareholders may vote at any meeting of shareholders, personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or (b) if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one ofthem votes in respect ofthat share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect ofthe share will be coimted. Legal Personal Representatives as Joint Shareholders 12.4 Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of §12.3, deemedto be joint shareholders registered in respect ofthat share. Representative of a Corporate Shareholder 12.5 If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and: (a) for that purpose, the instrument appointing a representative must be received: (i) at the registered office ofthe Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or (ii) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting; (b) if a representative is appointed under this §12.5: 3875334.1

-18- (i) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, withoutlimitation, the right to appointa proxy holder; and (ii) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting. Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or anyothermethod oftransmitting legibly recorded messages. Proxy Provisions Do Not Apply to All Companies 12.6 If and for so longas the Company is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply, then §12.7 to §12.15 are not mandatory, however the directors of the Company are authorized to apply all or part of such sections or to adopt alternative procedures for proxy form, deposit and revocation procedures to the extent that the directors deemnecessary in orderto comply with securities laws applicable to the Company. Appointment of Proxy Holders 12.7 Every shareholder of the Company entitled to vote at a meeting of shareholders may, by proxy, appoint one or more (but not more than two) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy. Alternate Proxy Holders 12.8 A shareholder may appoint one or more altemate proxy holders to act in the place of an absent proxy holder. Proxy Holder Need Not Be Shareholder 12.9 A proxy holder need not be a shareholder ofthe Company. Deposit of Proxy 12.10 A proxy for a meeting ofshareholders must: (a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number ofbusiness days specified in the notice, or if no number of days is specified, two business days before the day set for the holding ofthe meeting or any adjourned meeting; or 3875334.1

-19- — (b) unless the notice provides otherwise, be received, at the meeting or any adioumed ' meeting, by the chair of the meeting or adjoumed meeting or by a person designated by the chair of the meetingor adjoumedmeeting. A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages, including through Internet or telephone voting or by email, if permitted bythe notice calling themeeting orthe information circular forthemeeting. Validity of Proxy Vote 12.11 A vote given in accordance with the terms of a proxy is valid notwithstanding the deathor incapacity of the shareholder giving the proxy and despite the revocation of the proxyor the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received: (a) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting or any adjoumed meeting at which the proxy is to be used; or (b) at the meeting or any adjoumed meeting by the chair ofthe meeting or adjoumed meeting,before any vote in respectof which the proxy has been givenhas been taken. Form of Proxy 12.12 A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any otherform approyed by the directors or the chairof the meeting: [name of company] (the "Company") The undersigned, being a shareholder ofthe Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and yote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting. Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the undersigned): Signed [month, day, year] [Signature ofshareholder] [Name ofshareholder—printed] 3875334.1

-20- Revocation of Proxy 12.13 Subject to §12.14, everyproxymay be revoked by an instrument in writing that is received; (a) at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or (b) at themeeting or any adjourned meeting, by the chairof themeeting or adjourned meeting, beforeany vote in respect of whichthe proxyhas been givenhas been taken. Revocation of Proxy Must Be Signed 12.14 An instrument referred to in §12.13 must be signed as follows: (a) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or the shareholder's legal personal representative or trustee in bankruptcy; (b) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under §12.5. Production of Evidence of Authority to Vote 12.15 The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence ofthe authority to vote. PART 13 DIRECTORS First Directors; Number of Directors 13.1 The first directors are the persons designated as directors of the Company in the Notice ofArticles that applies to the Company when it is recognized under the Act. The number ofdirectors, excluding additional directors appointed under §14.8, is set at: (a) subject to §(b) and §(c), the number of directors that is equal to the number ofthe Company's first directors; (b) ifthe Company is a public company, the greater ofthree and the most recently set of: (i) the number of directors set by a resolution ofthe directors (whether or not previous notice ofthe resolution was given); and 3875334.1

-21 - (ii) the numberof directors in officepursuantto §14.4; (c) if the Company is not a publiccompany, the mostrecently set of: (i) the numberof directors set by a resolution of the directors (whether or not previous notice of the resolution was given); and (ii) the number of directors in office pursuant to §14.4. Change in Number of Directors 13.2 If the numberof directors is set under§13.1(b)(i) or §13.1(c)(i): (a) the shareholders may elect or appointthe directors needed to fill any vacancies in the board of directors up to that number; or (b) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number then the directors, subject to §14.8, may appoint directors to fill those vacancies. Directors' Acts Valid Despite Vacancy 13.3 An act or proceeding ofthe directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office. Qualifications of Directors 13.4 A director is not required to hold a share as qualification for his or her office but must be qualified as required by the Act to become, act or continue to act as a director. Remuneration ofDirectors 13.5 The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. Reimbursement ofExpenses of Directors 13.6 The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business ofthe Company. Special Remuneration for Directors 13.7 If any director performs any professional or other services for the Company that in the opinion ofthe directors are outside the ordinary duties of a director, he or she may be paid remimeration fixed by the directors, or at the option ofthe directors, fixed by ordinary resolution, and such remuneration will be in addition to any other remuneration that he or she may be entitled to receive. 3875334.1

-22- Gratuity, Pension or Allowance on Retirement ofDirector 13.8 Unless otherwise determined by ordinary resolution, the directors on behalf ofthe Companymay pay a gratuity or pension or allowance on retirement to any director who has held any salariedoffice or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fimd and pay premiums for the purchaseor provision of any such gratuity, pension or allowance. PART 14 ELECTION AND REMOVAL OF DIRECTORS Election at Annual General Meeting 14.1 At every annual general meeting and in every unanimous resolution contemplated by §10.2: (a) the shareholders entitled to vote at the aimual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting ofthe number of directors for the time being set rmderthese Articles; and (b) all the directors cease to hold office immediately before the election or appointment ofdirectors under §(a),but are eligiblefor re-electionor re-appointment. Consent to be a Director 14.2 No election, appointment or designation of an individual as a director is valid unless: (a) that individual consents to be a director in the manner provided for in the Act; (b) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or (c) with respect to first directors, the designation is otherwise valid under the Act. Failure to Elect or Appoint Directors 14.3 If: (a) the Company fails to hold an armual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the imanimous resolution contemplated by §10.2, on or before the date by which the annual general meeting is required to be held imder the Act; or (b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by §10.2,to elect or appoint any directors; 3875334.1

-23- then each director then in office continues to hold office until the earlier of: (c) when his or her successoris electedor appointed; and (d) when he or she otherwise ceases to hold office under the Act or these Articles. Places ofRetiring Directors Not Filled 14.4 If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in officeto complete the number of directors for the time being set pursuant to these Articles but their term of office shall expire when new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance ofthe number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office. Directors May Fill Casual Vacancies 14.5 Any casual vacancy occurring in the board of directors may be filled by the directors. Remaining Directors Power to Act 14.6 The directors may act notwithstanding any vacancy in the board of directors, but ifthe Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Act, for any other purpose. Shareholders May Fill Vacancies 14.7 If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors. Additional Directors 14.8 Notwithstanding §13.1 and §13.2, between annual general meetings or by unanimous resolutions contemplated by §10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this §14.8 must not at any time exceed: (a) one-third ofthe number of first directors, if, at the time ofthe appointments, one or more ofthe first directors have not yet completed their first term ofoffice; or \ 3875334.1

-24- (b) in any other case, one-third of the number of the current directors who were ' elected or appointed as directors otherthanunder this §14.8. Any director so appointed ceases to hold office immediately before the next election or appointment ofdirectors under §14.1(a), but is eligible for re-election orre-appointment. Ceasing to be a Director 14.9 A director ceases to be a director when: (a) the term ofofficeofthe directorexpires; (b) the director dies; (c) the director resigns as a director by notice in writing provided to theCompany or a lawyer for the Company; or (d) the director isremoved from office pursuant to §14.10 or §14.11. Removal ofDirector by Shareholders 14.10 The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy. Removal ofDirector by Directors 14.11 The directors may remove any director before the expirationof his or her term of office ifthe directoris convicted of an indictable offence, or if the director ceasesto be qualified to act as a directorof a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy. PARTIS ALTERNATE DIRECTORS Appointment ofAlternate Director 15.1 Any director (an "appointor") may by notice in writing received by the Company appoint any person (an "appointee") who is qualified to act as a director to be his or her alternate to act in his or her place at meetings ofthe directors or committees ofthe directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company. Part 14.12 Advance Notice Provisions added to the Articles of December 2,2010. • Alterations Approved at a Reconvened Annual General and Special Meeting of Shareholders on July 12,2013.

-25- Notice of Meetings 15.2 Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a directorat any suchmeetings at whichhis or her appointor is not present. Alternate for More than One Director Attending Meetings 15.3 A person may be appointed as an altemate directorby more than one director, and an altemate director: (a) will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity; (b) has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity; (c) will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member ofthat committee and, in the case of an appointee who is also a member of that committee as a directors, once more in that capacity; and (d) has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity. Consent Resolutions 15.4 Every altemate director, if authorized by the notice appointing him or her, may sign in place ofhis or her appointor any resolutions to be consented to in writing. Alternate Director an Agent 15.5 Every altemate director is deemed to be the agent ofhis or her appointor. Revocation or Amendment of Appointment of Alternate Director 15.6 An appointor may at any time, by notice in writing received by the Company, revoke or amend the terms ofthe appointment of an altemate director appointed by him or her. Ceasing to be an Alternate Director 15.7 The appointment of an altemate director ceases when: (a) his or her appointor ceases to be a director and is not promptly re-elected or re-appointed; (b) the altemate director dies; 3875334.1

-26- (c) the alternate director resigns as an alternate director by notice in writing provided ' to the Company ora lawyer for the Company; (d) the alternate director ceases to be qualified to act as a director; or (e) the term of his appointment expires, or his or her appointor revokes the appointment ofthe altemate directors. Remuneration and Expenses of Alternate Director 15.8 The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the altemate director is entitled to receive fi-om the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct. PART 16 POWERS AND DUTIES OF DIRECTORS Powers of Management 16.1 The directors must, subject to the Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers ofthe Company as are not, by the Act or by these Articles, required to be exercised by the shareholders of the Company. Notwithstanding the generality of the foregoing, the directors may set the remuneration ofthe auditor ofthe Company. Appointment of Attorney ofCompany 16.2 The directors may from time to time, by power of attomey or other instrument, imder seal ifso required by law, appoint any person to be the attomey ofthe Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attomey may contain such provisions for the protection or convenience of persons dealing with such attomey as the directors think fit. Any such attomey may be authorized by the directors to sub-delegate all or any ofthe powers, authorities and discretions for the time being vested in him or her. 3875334.1

-27- PART 17 INTERESTS OF DIRECTORS AND OFFICERS Obligation to Account for Profits 17.1 A director or senior officer who holds a disclosable interest (as that term is used in the Act) in a contract or transaction intowhich the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer underor as a resultof the contract ortransaction onlyif andto the extent provided in the Act. Restrictions on Voting by Reason ofInterest 17.2 A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all ofthose directors may vote on such resolution. Interested Director Counted in Quorum 17.3 A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting. Disclosure of Conflict ofInterest or Property 17.4 A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent ofthe conflict as required by the Act. Director Holding Other Office in the Company 17.5 A director may hold any office or place ofprofit with the Company, other than the office of auditor ofthe Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine. No Disqualification 17.6 No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason. 3875334.1

-28- Professional Services by Director or Officer 17.7 Subject to the Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as ifthat director or officer were not a director or officer. Director or Officer in Other Corporations 17.8 A director or officer may be or become a director, officer or employee of, or otherwise interested in, any personin whichthe Company may be interested as a shareholder or otherwise, and, subject to the Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officeror employee of, or from his or her interest in, such other person. PART 18 PROCEEDINGS OF DIRECTORS Meetings of Directors 18.1 The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine. Voting at Meetings 18.2 Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting has a second or casting vote. Chair of Meetings 18.3 The following individual is entitled to preside as chair at a meeting of directors: (a) the chair ofthe board, if any; (b) in the absence ofthe chair ofthe board, the president, if any, ifthe president is a director; or (c) any other director chosen by the directors if: (i) neither the chair ofthe board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting; (ii) neither the chair ofthe board nor the president, if a director, is willing to chair the meeting; or 3875334.1

29- (iii) the chair of the board and the president, if a director, have advised the secretary, if any,or any otherdirector, that they will not be presentat the meeting. Meetings by Telephone or Other Communications Medium 18.4 A director may participate in a meeting of the directors or of any committee of the directors: (a) in person; or (b) by telephone or by other communications medium if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this §18.4 is deemed for all purposes of the Act and these Articles to be present at the meeting and to have agreed to participate in that manner. Calling of Meetings 18.5 A director may, and the secretary or an assistant secretary ofthe Company, if any, on the request of a directormust, call a meetingofthe directors at any time. Notice of Meetings 18.6 Other than for meetings held at regular intervals as determined by the directors pursuant to §18.1, 48 hours' notice or such lesser notice as the Chairman in his discretion determines, acting reasonably, is appropriate in any unusual circimistances of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors by any method set out in §24.1 or orally or by telephone. When Notice Not Required 18.7 It is not necessary to give notice of a meeting ofthe directors to a director if: (a) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting ofthe directors at which that director is appointed; or (b) the director has waived notice ofthe meeting. Meeting Valid Despite Failure to Give Notice 18.8 The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director, does not invalidate any proceedings at that meeting. 3875334.1

-30- Waiver of Notice of Meetings 18.9 Any directormay send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director. Attendance of a director or alternate director at a meeting of the directors is a waiver of notice of the meeting unless that directoror alternate director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Quorum 18.10 The quorum necessary for the transaction of the business of the directors may be set by the directors and, ifnot so set, is deemed to be a majority ofthe directors or, ifthe number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting. Validity of Acts Where Appointment Defective 18.11 Subject to the Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer. Consent Resolutions in Writing 18.12 A resolution of the directors or of any committee of the directors may be passed without a meeting: (a) in all cases, if each ofthe directors entitled to vote on the resolution consents to it in writing; or (b) in the case of a resolution to approve a contract or transaction in respect ofwhich a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who have not made such a disclosure consents in writing to the resolution. A consent in writing under this §18.12 may be by signed document, fax, email or any other method oftransmitting legibly recorded messages. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution ofthe directors or of any committee of the directors passed in accordance with this §18.12 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of directors or ofthe committee of the directors and to be as valid and effective as ifit had been passed at a meeting ofthe directors or ofthe committee of the directors that satisfies all the requirements of the Act and all the requirements of these Articles relating to meetings ofthe directors or of a committee ofthe directors. 3875334.1

-31 - PART 19 EXECUTIVE AND OTHER COMMITTEES Appointment and Powers of Executive Committee 19.1 The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the boardof directors, all of the directors' powers, except: (a) the power to fill vacancies in the board ofdirectors; (b) the power to remove a director; (c) the power to change the membership of, or fill vacancies in, any committee ofthe directors; and (d) such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution. Appointment and Powers of Other Committees 19.2 The directors may, by resolution: (a) appoint one or more committees (other than the executive committee) consisting ofthe director or directors that they consider appropriate; (b) delegate to a committee appointed under §(a) any ofthe directors' powers, except: (i) the power to fill vacancies in the board ofdirectors; (ii) the pOwerto remove a director; (iii) the power to change the membership of, or fill vacancies in, any committee ofthe directors; and (iv) the power to appoint or remove officers appointed by the directors; and (c) make any delegation referred to in §(b) subject to the conditions set out in the resolution or any subsequent directors' resolution. Obligations ofCommittees 19.3 Any committee appointed under §19.1 or §19.2, in the exercise of the powers delegated to it, must: (a) conform to any rules that may from time to time be imposed on it by the directors; and 3875334.1

-32 (b) report every act or thing done in exercise of those powers at such times as the directors may require. Powers ofBoard 19.4 The directors may, at any time, with respectto a committeeappointedunder §19.1 or §19.2: (a) revoke or alter the authority given to the committee, or override a decision made by the committee, exceptas to acts done before such revocation, alteration or overriding; (b) terminatethe appointment of, or changethe membership of, the committee; and (c) fill vacancies in the committee. Committee Meetings 19.5 Subject to §19.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, withrespect to a committee appointed under §19.1 or §19.2: (a) the committee may meet and adjourn as it thinks proper; (b) the committee may elect a chair of its meetings but, if no chedr of a meeting is elected, or if at a meeting the chair ofthe meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one oftheir number to chair the meeting; (c) a majority of the members of the committee constitutes a quorum of the committee; and (d) questions arising at any meeting ofthe committee are determined by a majority of votes ofthe members present, and in case of an equality ofvotes, the chair ofthe meeting does not have a second or casting vote. PART 20 OFFICERS Directors May Appoint Officers 20.1 The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment. Functions, Duties and Powers of Officers 20.2 The directors may, for each officer: 3875334.1

-33- (a) determine the functions and duties ofthe officer; (b) entrust to and confer on the officer any ofthe powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and (c) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer. Qualifications 20.3 No person may be appointed as an officer unless that person is qualified in accordance with the Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as a managing director must be a director. Any other officer need not be a director. Remuneration and Terms of Appointment 20.4 All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors thinks fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment ofthe Company, a pension or gratuity. PART 21 INDEMNIFICATION Definitions 21.1 In this Part 21: (a) "eligible party", in relation to a company, means an individual who: (i) is or was a director, alternate director or officer ofthe Company; (ii) is or was a director, alternate director or officer of another corporation (A) at a time when the corporation is or was an affiliate of the Company, or (B) at the request ofthe Company; or (iii) at the request of the Company, is or was, or holds or held a position equivalent to that of, a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity; and includes, except in the definition of "eligible proceeding", and §163(l)(c) and (d) and §165 ofthe Act, the heirs and personal or other legal representativesofthat individual; 3875334.1

34- (b) "eligible penalty" means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding; (c) "eligibleproceeding"means a proceeding in which an eligible partyor any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director, alternate director or officer of, or holding or having held a position equivalent to that of a director, alternate director or officer of, the Company or an associated corporation (i) is or may be joined as a party; or (ii) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding; (d) "expenses" has the meaning set out in the Act and includes costs, charges and expenses, including legal and other fees, but does not includejudgments, penalties, fines or amounts paid in settlement of a proceeding; and (e) "proceeding" includes any legal proceeding or investigative action, whether current, threatened, pending or completed. Mandatory Indemnification of Eligible Parties 21.2 Subject to the Act, the Company must indemnify each eligible party and the heirs and legal personal representatives of each eligible party against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect ofthat proceeding. Each eligible party is deemed to have contracted with the Company on the terms of the indemnity contained in this §21.2. Indemnification of Other Persons 21.3 Subject to any restrictions in the Act, the Company may agree to indemnify and may indemnify any person (including an eligible party) against eligible penalties and pay expenses incurred in connection with the performance of services by that person for the Company. Authority to Advance Expenses 21.4 The Company may advance expenses to an eligible party to the extent permitted by and in accordance with the Act. Non-Compliance with Act 21.5 Subject to the Act, the failure of an eligible party ofthe Company to comply with the Act or these Articles or, if applicable, any former CompaniesAct or former Articles does not, ofitself, invalidate any indemnity to which he or she is entitled under this Part 21. 3875334.1

-35- Company May Purchase Insurance 21.6 The Company maypurchase andmaintain insurance for the benefitof any eligible party (or the heirs or legal personal representatives of any eligible party) against any liability incurred by any eligible party. PART 22 DIVIDENDS Payment of Dividends Subject to Special Rights 22.1 The provisions of this Part 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends. Declaration ofDividends 22.2 Subject to the Act, the directors may from time to time declare and authorize payment ofsuch dividends as they may deem advisable. No Notice Required 22.3 The directors need not give notice to any shareholder of any declaration under §22.2. Record Date 22.4 The directors must set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. Manner of Paying Dividend 22.5 A resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities ofthe Company or any other corporation, or in any one or more of those ways. Settlement of Difficulties 22.6 If any difficulty arises in regard to a distribution under §22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may: (a) set the value for distribution ofspecific assets; (b) determine that money in substitution for all or any part of the specific assets to which any shareholders are entitled may be paid to any shareholders on the basis ofthe value so fixed in order to adjust the rights of all parties; and 3875334.1

-36- (c) vest any such specific assets in trastees for the persons entitled to the dividend. When Dividend Payable 22.7 Any dividendmay be made payableon such date as is fixed by the directors. Dividends to be Paid in Accordance with Number of Shares 22.8 All dividends on shares of any class or series of shares must be declared and paid according to the number ofsuch shares held. Receipt by Joint Shareholders 22.9 If several persons are joint shareholders of any share, any one of them may give an effective receiptfor any dividend, bonusor othermoneypayable in respectof the share. Dividend Bears No Interest 22.10 No dividend bears interest against the Company. Fractional Dividends 22.11 If a dividend to which a shareholder is entitled includes a fraction ofthe smallest monetary unit of the currency of the dividend, that fiaction may be disregarded in making payment ofthe dividend and that payment represents full payment ofthe dividend. Payment of Dividends 22.12 Any dividend or other distribution payable in money in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder orjoint shareholders may direct in writing. The mailing of such cheque will, to the extent ofthe sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority. Capitalization ofRetained Earnings or Surplus 22.13 Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus so capitalized or any part thereof. 3875334.1

-37- PART 23 ACCOUNTING RECORDS AND AUDITOR Recording of Financial Affairs 23.1 The directors must cause adequate accounting records to be kept to record properly the financial affairs and conditionof the Company and to complywith the Act. Inspection of Accounting Records 23.2 Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records ofthe Company. PART 24 NOTICES Method of Giving Notice 24.1 Unless the Act or these Articles provide otherwise, a notice, statement, report or other record required or permitted by the Act or these Articles to be sent by or to a person may be sent by; (a) mail addressed to the person at the applicable address for that person as follows: (i) for a record mailed to a shareholder,the shareholder's registered address; (ii) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records ofthat class; (iii) in any other case, the mailing address ofthe intended recipient; (b) delivery at the applicable address for that person as follows, addressed to the person: (i) for a record delivered to a shareholder, the shareholder's registered address; (ii) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records ofthat class; (iii) in any other case, the delivery address ofthe intended recipient; 3875334.1

-38- —(c) sending the recordby fax to the fax number provided by the intended recipientfor ' the sending ofthat record orrecords ofthat class; (d) sending the record by email to the email address provided by the intended recipient for the sending ofthat record or records ofthat class; (e) physical delivery to the intended recipient. Deemed Receipt ofMailing 24.2 A notice, statement, report or other record that is: (a) mailed to a person by ordinary mail to the applicable address for that person referred to in §24.1 is deemed to be received by the person to whom it was mailed on the day (Saturdays, Sundaysand holidays excepted) following the date ofmailing; (b) faxed to a person to the fax number provided by that person referred to in §24.1 is deemedto be receivedby the personto whomit was faxedon the day it was faxed; and (c) emailed to a person to the e-mail address provided by that person referred to in §24.1 is deemed to be received by the person to whom it was e-mailed on the day that it was emailed. Certificate of Sending 24.3 A certificate signed by the secretary, if any, or other officer ofthe Companyor of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was sent in accordance with §24.1 is conclusive evidence ofthat fact. Notice to Joint Shareholders 24.4 A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing such record to the joint shareholder first named in the central securities register in respect ofthe share. Notice to Legal Personal Representatives and Trustees 24.5 A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by: (a) mailing the record, addressed to them: (i) by name, by the title ofthe legal personal representative ofthe deceased or incapacitated shareholder, by the title oftrustee ofthe bankrupt shareholder or by any similar description; and 3875334.1

39- (ii) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or (b) if an address referred to in §(a)(ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred. Undelivered Notices 24.6 If on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to §24.1 and on each of those occasions any such record is returned because the shareholder cannot be located, theCompany shall not be required to sendany further records to the shareholder untilthe shareholder informs the Company in writingof his or her new address. PART 25 SEAL Who May Attest Seal 25.1 Except as provided in §25.2 and §25.3, the Company's seal, if any, must not be impressed on any recordexceptwhenthatimpression is attested by the signatures of: (a) any two directors; (b) any officer, together with any director; (c) ifthe Company only has one director, that director; or (d) any one or more directors or officers or persons as may be determined by the directors. Sealing Copies 25.2 For the purpose of certifying under seal a certificate of incumbency of the directors or officers ofthe Company or a true copy of any resolution or other document, despite §25.1, the impression ofthe seal may be attested by the signature of any director or officer or the signature of any other person as may be determined by the directors. Mechanical Reproduction of Seal 25.3 The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Act or these Articles, printed or otherwise mechardcally reproduced, there 3875334.1

-40- may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and such persons as are authorized under §25.1 to attest the Company's seal may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under andto bear the seal impressed onthem. ENACTED by the Shareholders as ofthe 30"* day of September 2010. WITNESS ofthe Company. Signature ofOfficer: Name ofOfficer: Antonio (Tony) Ricci PositionofOfficer: Corporate Secretary - END OF ARTICLES - 3875334.:

Date and Time: February 24, 2022 03:59 PM Pacific Time Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 Notice of Articles BUSINESS CORPORATIONS ACT This Notice of Articles was issued by the Registrar on: February 24, 2022 11:04 AM Pacific Time Incorporation Number: BC0638523 Recognition Date: Incorporated on December 6, 2001 NOTICE OF ARTICLES Name of Company: GREAT BEAR RESOURCES LTD. REGISTERED OFFICE INFORMATION Mailing Address: #1020 - 800 WEST PENDER ST. VANCOUVER BC V6C 2V6 CANADA Delivery Address: #1020 - 800 WEST PENDER ST. VANCOUVER BC V6C 2V6 CANADA RECORDS OFFICE INFORMATION Mailing Address: #1020 - 800 WEST PENDER ST. VANCOUVER BC V6C 2V6 CANADA Delivery Address: #1020 - 800 WEST PENDER ST. VANCOUVER BC V6C 2V6 CANADA BC0638523 Page: 1 of 2

DIRECTOR INFORMATION Last Name, First Name, Middle Name: Brans, Jeremy Mailing Address: 25 YORK STREET, 17TH FLOOR TORONTO ON M5J 2V5 CANADA Delivery Address: 25 YORK STREET, 17TH FLOOR TORONTO ON M5J 2V5 CANADA Last Name, First Name, Middle Name: Ng, Kar Mailing Address: 25 YORK STREET, 17TH FLOOR TORONTO ON M5J 2V5 CANADA Delivery Address: 25 YORK STREET, 17TH FLOOR TORONTO ON M5J 2V5 CANADA Last Name, First Name, Middle Name: Crosby, Lucas R. Mailing Address: 25 YORK STREET, 17TH FLOOR TORONTO ON M5J 2V5 CANADA Delivery Address: 25 YORK STREET, 17TH FLOOR TORONTO ON M5J 2V5 CANADA RESOLUTION DATES: Date(s) of Resolution(s) or Court Order(s) attaching or altering Special Rights and Restrictions attached to a class or a series of shares: June 14, 2006 May 21, 2010 May 21, 2010 April 28, 2020 AUTHORIZED SHARE STRUCTURE 1. No Maximum Common Shares Without Par Value Without Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ BC0638523 Page: 2 of 2

EX-3.17

GREAT BEAR RESOURCES LTD. CERTIFICATE OF TRUE AND CORRECT COPY OF ALTERATIONS TO ARTICLES OF THE COMPANY APPROVED AT A RECONVENED ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS ON JULY 12,2013 AT 11:30 AM PACIFIC TIME The undersigned, Desmond M. Balakrishnan, signing in my capacity as corporate coimsel of Great Bear Resources Ltd. (and hereinafter referred to asthe ''Company"), hereby certify, to the best ofmy knowledge, information and belief, after having made due inquiry, that the attached extractsfrom Ordinary Resolutions Approved at a Reconvened Annual General and Special Meeting of the Shareholders held on July 12, 2013 and reconvened, altering theArticles of the Company received for deposit at the records office on August 7,2013 at 10:00 AMPacific Time, are a true and correctcopy ofsuch alterations. DATED at Vancouver, in the Province ofBritish Columbia, on this 20** day of August, 2013. DESMOND M<«AKRISHNAN Exhibit 3.17

Number: BC0638523 ,g00m Part 14 altered by adding §14.12, the Advance Notice Provision - Alterationspursuantto OrdinaryResolutions Approved at a Reconvened Annual General andSpecial Meeting of the Shareholders Great Bear Resources Ltd. (the "Company") held on July 12,2013 at 11:30AM and received for deposit at the records office on August 7,2013 at 10:00AM Pacific Time in accordance with theProvisions of theBusiness Corporations Act(British Columbia) (the"Act"). Alterations to Part 14by adding §14.12 to theArticles of theCompany effectiveAugust 7,2013 at 10:00AM Pacific Time - ALTERATIONS TO ARTICLES ADVANCE NOTICE PROVISION Nomination of Directors 14.12 Subject only to the Act: (a) only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders (butonly if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting): (i) by or at the direction of the board or an authorized officer of the Company, including pursuant to a notice ofmeeting; (ii) by or at the direction or request of one or more shareholders pursuantto a proposal made in accordance with the provisions ofthe Act or a requisition ofthe shareholdersmade in accordance with the provisions ofthe Act; or (iii) by any person (a "Nominating Shareholder"); (A) who, at the close of business on the date ofthe giving ofthe notice provided for below in this §14.12 and on the record date for notice ofsuch meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting, and (B) who complies with the notice procedures set forth below in this §14.12. (b) In addition to any other applicable requirements,for a nomination to be made by a Nominating Shareholder, such person must have given: 2013-AUG-07 A10:00

Page 2 Great Bear Resources Ltd. Part 14Altered by Adding 14.12(EffectiveAugust 7,2013 at 10:00AM Pacific Time) (i) timely notice thereof in proper written form to the Corporate Secretary of the Company at the principal executive offices of the Company in accordance with this §14.12; and (ii) the representation and agreement with respect to each candidate for nomination asrequired by, and withinthe time periodspecified in §14.12(e). (c) To be timely under §14.12(b)(i), a Nominating Shareholder's notice to the Corporate Secretary ofthe Companymust be made: (i) in the case of an annualmeetingof shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting ofshareholders is called for a date that is less than 40 days after the date (the "Notice Date") on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the tenth (10th) day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electingdirectors (whetheror not called for other purposes), not later than the fifteenth(15th) day following the day on which the first public annovmcement of the date of the special meeting of shareholders was made; and (iii) Notwithstandingthe foregoing, the board may, in its sole discretion, waive any requirement in this §14.12(c). (d) To be in proper written form, a Nominating Shareholder's notice to the Corporate Secretary ofthe Company, under §14.12(b)(i) must set forth: (i) as to each person whom the Nominating Shareholderproposes to nominate for election as a director; (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment ofthe person, (C) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as ofthe record date for the Meeting of Shareholders (if such date shall then have been made publicly available and shall have occurred) and as ofthe date ofsuch notice, (D) a statement as to whether such person would be "independent" of — the Company (within the meaning of sections 1.4 and 1.5 of National

Page 3 Great Bear Resources Ltd. Part 14 Altered by Adding 14.12 (Effective August 7,2013 at 10:00 AM Pacific Time) Instrument 52-110 - Audit Committees of the Canadian Securities Administrators, as such provisions may be amended from time to time) if elected as a director at such meeting and the reasons and basis for such determination, (E) any other information relatingto the person that would be required to be disclosed in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws; and (ii) as to the Nominating Shareholder givingthe notice; (A) any information relating to such Nominating Shareholder that would be required to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws, and (B) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the Nominating Shareholder as of the record date for the Meeting of Shareholders(ifsuch date shall then have been made publicly available and shall have occurred) and as ofthe date ofsuch notice. (e) To be a candidate eligible for electionas a director of the Company and to be duly nominated, a candidate must be nominated in the manner prescribed in this §14.12 and the candidate for nomination, whether nominated by the board or otherwise, must have previouslydeliveredto the Corporate Secretary of the Company at the principalexecutive offices of the Company, not less than 5 days prior to the date of the Meeting of Shareholders, a written representation and agreement (in the form provided by the Company) that such candidate for nomination, if elected as a director of the Company, will comply with all applicable corporate govemance, conflict ofinterest, confidentiality, share ownership, majority voting and insider trading policies and other policies and guidelines ofthe Company applicableto directors and in effect during such person's term in office as a director (and, if requested by any candidate for nomination, the Corporate Secretary of the Company shall provide to such candidate for nomination all such policies and guidelines then in effect). (f) No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this §14.12; provided, however, that nothing in this §14.12 shall be deemed to preclude discussion by a shareholder (as distinct from nominating directors) at a meeting ofshareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The chair ofthe meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing

Page 4 Great Bear Resources Ltd. Part 14 Altered by Adding 14.12 (Effective August 7,2013 at 10:00 AM Pacific Time) provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that suchdefective nomination shall be disregarded. (g) For purposes ofthis §14.12: (i) "Affiliate", when used to indicate a relationship with a person, shall mean a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by,or is under common control with, suchspecified person; (ii) "Applicable Securities Laws" means the Securities Act (British Columbia) and the equivalent legislation in the other provinces and in the territories of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similarregulatory authorities of each of the applicable provinces and territories ofCanada; (iii) "Associate", when used to indicate a relationship with a specified person, shall mean, (A) any corporation or trust of which such person owns beneficially, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of such corporation or trust for the time being outstanding, (B) any partner ofthat person, (C) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, (D) a spouse ofsuch specified person, (E) any person of either sex with whom such specified person is living in conjugal relationship outside marriage, or (F) any relative of such specified person or of a person mentioned in clauses (D) or (E) ofthis definition ifthat relative has the same residence as the specified person; (iv) Derivatives Contract" shall mean a contract between two parties (the "Receiving Party" and the "Counterparty") that is designed to expose the Receiving Party to economic benefits and risks that correspond substantially to the ownership by the Receiving Party of a number of shares in the capital of the Company or securities convertible into such shares specified or referenced in such contract (the number corresponding to such economic benefits and risks, the

Page 5 Great Bear Resources Ltd. Part 14 Altered by Adding 14.12 (Effective August 7.2013 at 10:00 AM Pacific Time) "Notional Securities"), regardless of whether obligations under such contract are required or permitted to be settled through the delivery of cash, shares in the capital of the Company or securities convertible into such shares or other property, without regard to any short position under the same or any other Derivatives Contract. For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets ofstocks approved for trading by the appropriate governmental authority shall not be deemed to be Derivatives Contracts; (v) "Meeting of Shareholders" shall mean such annual shareholders meeting or special shareholders meeting, whether general or not, at which one or more personsare nominated for electionto the board by a Nominating Shareholder; (vi) "owned beneficially" or "owns beneficially" means, in connection with the ownership ofshares in the capitalof the Company by a person; (A) any such shares as to which such person or any of such person's Affiliates or Associates owns at law or in equity, or has the right to acquire or become the owner at law or in equity, where such right is exercisable immediately or after the passage oftime and whether or not on condition or the happening of any contingency or the making of any payment, upon the exercise of any conversion right, exchange right or purchase right attaching to any securities, or pursuant to any agreement, arrangement,pledge or imderstanding whether or not in writing, (B) any such shares as to which such person or any of such person's Affiliates or Associates has the right to vote, or the right to direct the voting, where such right is exercisable immediately or after the passage of time andwhether or not on condition or the happening of any contingency or the making of any payment, pursuant to any agreement, arrangement, pledge or understanding whetheror not in writing, (C) any such shares which are beneficially owned, directly or indirectly, by a Coxmterparty (or any of such Counterparty's Affiliates or Associates) under any Derivatives Contract(withoutregard to any short or similar position under the same or any other Derivatives Contract) to which such person or any of such person's Affiliates or Associates is a Receiving Party; provided, however that the number of shares that a person owns beneficially pursuant to this clause (C) in connection with a particular Derivatives Contract shall not exceed the number of Notional Securities with respect to such Derivatives Contract; provided, further, that the number of securities owned beneficially by each Counterparty (including their respective Affiliates and Associates) under a Derivatives Contract shall for purposes of this clause be deemed to include all securities that are owned beneficially, directly or indirectly, by any other

Page 6 Great Bear Resources Ltd. Part 14Alteredby Adding 14.12(Effective August7,2013 at 10:00AM PacificTime) Counterparty (or any of such other Counterparty's Affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or any of suchfirst Counterparty's Affiliates or Associates) is a Receiving Party and this proviso shall be applied to successive Counterparties as appropriate, and (D) any such shares which are owned beneficially within the meaning of this definition by any other person with whom such person is acting jointly or in concert with respect to the Company or any of its securities; and (vii) "public announcement" shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company or its agents under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com. (h) Notwithstanding any other provision to this §14.12, notice or any delivery given to the Corporate Secretary of the Company pursuant to this §14.12 may only be givenby personal delivery, facsimile transmission or by email (provided that fiie Corporate Secretary ofthe Company has stipulated an email address for piuposes of this notice, at such email address as stipulated firom time to time), and shall be deemed to have been givenand made onlyat the time it is served by personal delivery, email (at the address as aforesaid) or sentby facsimile transmission (provided thatreceipt of confirmation of such transmission hasbeenreceived) to theCorporate Secretary at the address of the principal executive offices of the Company; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 pm (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day. (i) In no event shall any adjournment or postponement of a Meeting of Shareholders or the announcement thereof commence a new time periodfor the giving of a Nominating Shareholder's notice as described in §14.12(c) or the delivery of a representation and agreement as described in §14.12(e).

Number: BC0638523 BUSINESS CORPORATIONSACT ARTICLES of GREAT BEAR RESOURCES LTD. TABLE OF CONTENTS PART 1 INTERPRETATION 1 PART 2 SHARES AND SHARE CERTIFICATES 2 PART 3 ISSUE OF SHARES 4 PART 4 SHARE REGISTERS 5 PART 5 SHARE TRANSFERS 5 PART 6 TRANSMISSION OF SHARES 6 PART 7 PURCHASE, REDEEM OR OTHERWISE ACQUIRE SHARES 7 PART 8 BORROWING POWERS 8 PART 9 ALTERATIONS 9 PART 10 MEETINGS OF SHAREHOLDERS 10 PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS 12 PART 12 VOTES OF SHAREHOLDERS 16 PART 13 DIRECTORS 20 PART 14 ELECTION AND REMOVAL OF DIRECTORS 22 PART 15 ALTERNATE DIRECTORS 24 PART 16 POWERS AND DUTIES OF DIRECTORS 26 PART 17 INTERESTS OF DIRECTORS AND OFFICERS 27 PART 18 PROCEEDINGS OF DIRECTORS 28 PART 19 EXECUTIVE AND OTHER COMMITTEES 31 PART 20 OFFICERS 32 PART 21 INDEMNIFICATION 33 PART 22 DIVIDENDS 35 PART 23 ACCOUNTING RECORDS AND AUDITOR 37 PART 24 NOTICES 37 PART 25 SEAL 39 Articles deleted and replaced with New set of Articles authorized by Minutes of Annual General and Special Meeting of Shareholders of the Company held on September 30, 2010 at 01:30 PM and received for deposit at the records office of the Company on December 2,2010 at 10:00 AM Pacific Time. 3875334.1

Number: BC0638523 BUSINESS CORPORATIONSACT ARTICLES of GREAT BEAR RESOURCES LTD. (the "Company") PARTI INTERPRETATION Definitions 1.1 In these Articles, unless the context otherwise requires: (a) "Act" means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act; (b) "board of directors", "directors" and "board" mean the directors or sole director ofthe Company for the time being; (c) "Interpretation Act" means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act; (d) "legal personal representative" means the personal or other legal representative ofthe shareholder; (e) "registered address" of a shareholder means the shareholder's address as recorded in the central securities register; (f) "seal" means the seal ofthe Company, if any; (g) "share" means a share in the share structure ofthe Company; and (h) "special majority" means the majority of votes described in §11.2 which is required to pass a special resolution. 3875334.1

-2- Act and Interpretation Act Definitions Applicable 1.2 The definitions in the Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and except as the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Act and a definitionor rule in the Interpretation Act relating to a term used in theseArticles, the definition in the Act will prevail. If there is a conflict or inconsistency between these Articles and the Act, the Act will prevail. PART 2 SHARES AND SHARE CERTIFICATES Authorized Share Structure 2.1 The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice ofArticlesof the Company. Form of Share Certificate 2.2 Each share certificate issued by the Company must comply with, and be signed as required by, the Act. Shareholder Entitled to Certificate, Acknowledgment or Written Notice 2.3 Unless the shares of which the shareholder is the registered owner are uncertificated shares, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder's name or (b) a non-transferable written acknowledgment of the shareholder's right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders' duly authorized agents will be sufficient delivery to all. If a shareholder is the registered owner of uncertificated shares, the Company must send to a holder of an imcertificated share a written notice containing the information required by the Act within a reasonable time after the issue or transfer ofsuch share. Delivery hy Mail 2.4 Any share certificate or non-transferable written acknowledgment of a shareholder's right to obtain a share certificate, or written notice of the issue or transfer of an uncertificated share may be sent to the shareholder by mail at the shareholder's registered address and neither the Company nor any director, officer or agent ofthe Company is liable for any loss to the shareholder because the share certificate, acknowledgement or written notice is lost in the mail or stolen. 3875334.1

-3- Replacement of Worn Out or Defaced Certificate or Acknowledgement 2.5 If a share certificate or a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate is worn out or defaced, the Company must, on production of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as are deemed fit: (a) cancel the share certificate or acknowledgment; and (b) issue a replacement share certificate or acknowledgment. Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment 2.6 If a share certificate or a non-transferable written acknowledgment of a shareholder's right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, ifthe requirements of the Act are satisfied, as the case may be, ifthe directors receive: (a) proofsatisfactory to it ofthe loss, theft or destruction; and (b) any indemnity the directors consider adequate. Splitting Share Certificates 2.7 If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificateand issue replacement share certificates in accordance with that request. Certificate Fee 2.8 There must be paid to the Company, in relation to the issue of any share certificate under §2.5, §2.6 or §2.7, the amount, if any, not exceeding the amount prescribed under the Act, determined by the directors. Recognitioii ofTrusts 2.9 Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereofin the shareholder. 3875334.1

-4- PART 3 ISSUE OF SHARES Directors Authorized 3.1 Subject to the Act and the rights, if any, of the holders of issued shares of the Company, the Company may allot, issue, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the consideration (including any premium at which shares withpar value may be issued) thatthe directors may determine. The issue price for a share with par valuemust be equal to or greaterthan the par value of the share. Commissions and Discounts 3.2 The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person's purchase or agreement to purchase shares of the Company from the Company or any other person's procurement or agreement to procure purchasers for shares ofthe Company. Brokerage 3.3 The Company may pay such brokerage fee or other consideration as may be lawful for or in coimectionwith the sale or placement ofits securities. Conditions ofIssue 3.4 Except as providedfor by the Act, no share may be issued until it is fully paid. A share is fully paid when: (a) consideration is provided to the Company for the issue of the share by one or more ofthe following: (i) past services performed for the Company; (ii) property; (iii) money; and (b) the value of the consideration received by the Company equals or exceeds the issue price set for the share under §3.1. Share Purchase Warrants and Rights 3.5 Subject to the Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time. 3875334.1

-5- PART4 SHARE REGISTERS Central Securities Register 4.1 As required by and subject to the Act, the Company must maintain in British Columbia a central securities register and may appoint an agent to maintain such register. The directors may appoint one or more agents, including the agent appointed to keep the central securities register, as transfer agent for shares or any class or series of shares and the same or another agent as registrar for shares or such class or series of shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place. PARTS SHARE TRANSFERS Registering Transfers 5.1 A transfer of a share must not be registered unless the Company or the transfer agent or registrar for the class or series ofshares to be transferred has received: (a) except as exempted by the Act, a written instrument of transfer in respect of the share has been received by the Company (which may be a separate document or endorsed on the share certificate for the shares transferred) made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf ofthat person; (b) if a share certificate has been issued by the Company in respect ofthe share to be transferred, that share certificate; (c) if a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment; and (d) such other evidence, if any, as the Company or the transfer agent or registrar for the class or series ofshare to be transferred may require to prove the title ofthe transferor or the transferor's right to transfer the share, that the written instrument of transfer and the right ofthe transferee to have the transfer registered. Form ofInstrument ofTransfer 5.2 The instrument oftransfer in respect of any share ofthe Company must be either in the form, if any, on the back of the Company's share certificates of that class or series or in some other form that may be approved by the directors from time to time or by the transfer agent or registrar for those shares. 3875334.1

-6- Transferor Remains Shareholder 5.3 Except to the extent that the Act otherwise provides, the transferor of a share is deemed to remain the holder of it until the name of the transferee is entered in a securities register ofthe Company in respect ofthe transfer. Signing ofInstrument of Transfer 5.4 If a shareholder, or the shareholder's duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any othermanner, or, if no number is specified, all the sharesrepresented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer, or ifthe shares are uncertificated shares, then all of the shares registered in the name ofthe shareholder on the central securities register: (a) in the name ofthe person named as transferee in that instrument oftransfer; or (b) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered. Enquiry as to Title Not Required 5.5 Neither the Company nor any director, officer or agent ofthe Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose ofhaving the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares transferred, of any interest in such shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares. Transfer Fee 5.6 There must be paid to the Company, in relation to the registration of a transfer, the amoimt, if any, determined by the directors. PART 6 TRANSMISSION OF SHARES Legal Personal Representative Recognized on Death 6.1 In case of the death of a shareholder, the legal personal representative of the shareholder, or in the case ofshares registered in the shareholder's name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a 3875334.1

-7- — person as a legal personal representative of a shareholder, the Company shall receive the <' " documentation required by the Act. Rights of Legal Personal Representative 6.2 The legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance withthese Articles, provided the documents required by the Act and the directors have been deposited with the Company. This §6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the name of the shareholder and the name of another person in joint tenancy. PART? PURCHASE, REDEEM OR OTHERWISE ACQUIRE SHARES Company Authorized to Purchase, Redeem or Otherwise Acquire Shares 7.1 Subject to §7.2, the special rights or restrictions attached to the shares of any class or series and the Act, the Company may, if authorized by the directors, purchase, redeem or otherwise acquire any ofits shares at the price and upon the terms determined by the directors. Purchase When Insolvent 7.2 The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that: (a) the Company is insolvent; or (b) making the payment or providing the consideration would render the Company insolvent. Sale and Voting of Purchased, Redeemed or Otherwise Acquired Shares 7.3 If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose ofthe share, but, while such share is held by the Company, it: (a) is not entitled to vote the share at a meeting ofits shareholders; (b) must not pay a dividend in respect ofthe share; and (c) must not make any other distribution in respect ofthe share. 3875334.1

-8- Company Entitled to Purchase, Redeem or Otherwise Acquire Share Fractions 7.4 The Company may, without prior notice to the holders, purchase, redeem or otherwise acquire for fair value any and all outstanding share fractions of any class or kind of shares in its authorized share structure as may exist at any time and from timeto time. Upon the Company delivering the purchase funds and confirmation of purchase or redemption of the share fractions to the holders' registered or lastknown address, or if the Company has a transfer agent then to such agent for the benefit of and forwarding to such holders, the Company shall thereupon amend its central securities register to reflect the purchase or redemption of such share fractions and if the Company has a transfer agent, shall direct the transfer agent to amend the central securities register accordingly. Any holder of a share fraction, who upon receipt of the funds and confirmation of purchase or redemption of same, disputes the fair value paid for the fraction, shall have the right to apply to the court to request that it set the price and terms of payment and make consequential orders and give directions the court considers appropriate, as if the Company were the "acquiring person" as contemplated by Division 6, Compulsory Acquisitions, under the Act and the holder were an "offeree" subjectto the provisions contained in such Division, mutatis mutandis. PARTS BORROWING POWERS 8.1 The Company, if authorized by the directors,may: (a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate; (b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as the directors consider appropriate; (c) guarantee the repayment ofmoney by any other person or the performance of any obligation of any other person; and (d) mortgage, charge, whether by way ofspecific or floating charge, grant a security interest in, or give other security on, the whole or any part ofthe present and future assets and undertaking ofthe Company. 8.2 The powers conferred under this Part 8 shall be deemed to include the powers conferred on a company by Division VII ofthe Special Corporations Powers Act being chapter P-16 of the Revised Statutes of Quebec, 1988, and every statutory provision that may be substituted therefor or for any provision therein. 3875334.1

-9- PART9 ALTERATIONS Alteration of Authorized Share Structure 9.1 Subject to §9.2 and the Act, the Company may by ordinary resolution (or a resolution ofthe directors in the case of §9.1(c) or §9.1(f)): (a) create one or more classes or series ofshares or, if none ofthe shares of a class or series ofshares are allotted or issued, eliminate that class or series ofshares; (b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series ofshares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established; (c) subdivideor consolidate all or any of its unissued, or fully paid issued, shares; (d) ifthe Company is authorized to issue shares of a class of shares with par value: (i) decrease the par value ofthose shares; or (ii) if none ofthe shares of that class ofshares are allotted or issued, increase the par value ofthose shares; (e) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value; (f) alter the identifying name of any ofits shares; or (g) otherwise alter its shares or authorized share structure when required or permitted to do so by the Act where it does not specify by a special resolution; and, if applicable, alter its Notice ofArticles and Articles accordingly. Special Rights or Restrictions 9.2 Subject to the Act and in particular those provisions of the Act relating to the rights of holders of outstanding shares to vote iftheir rights are prejudiced or interfered with, the Company may by ordinary resolution: (a) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or (b) vary or delete any special rights or restrictions attached to the shares of any class or series ofshares, whether or not any or all ofthose shares have been issued. 3875334.1

-10- and alter its Notice of Articles and Articlesaccordingly. Change of Name 9.3 The Company may by resolution of the directors authorize an alteration to its Noticeof Articles in orderto change its name or adoptor change anytranslation of that name. Other Alterations 9.4 If the Act does notspecify the type ofresolution and these Articles do notspecify another type ofresolution, the Company may by ordinaryresolution alter these Articles. PART 10 MEETINGS OF SHAREHOLDERS Annual General Meetings 10.1 Unless an annual general meeting is deferred or waived in accordance with the Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors. Resolution Instead ofAnnual General Meeting 10.2 If all the shareholders who are entitled to vote at an annual general meeting consent in writing by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the aimual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this §10.2, select as the Company's annual reference date a date that would be appropriate for the holding ofthe applicable annual general meeting. Calling of Meetings of Shareholders 10.3 The directors may, at any time, call a meeting ofshareholders. Notice for Meetings of Shareholders 10.4 The Company must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution, and any notice to consider approving an amalgamation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting), in the manner provided in these Articles, or in such other manner, if any, as tnay be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the 3875334.1

-11 - auditorof the Company, unless theseArticles otherwise provide, at leastthe following numberof days before the meeting: (a) ifthe Company is a public company, 21 days; (b) otherwise, 10 days. Record Date for Notice 10.5 The directors may set a date as the record date for the purpose of determining shareholders entitledto notice of anymeeting of shareholders. The recorddate must not precede the date on which the meeting is to be held by morethan two months or, in the case of a general meeting requisitioned by shareholdersimderthe Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than: (a) ifthe Company is a public company, 21 days; (b) otherwise, 10 days. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting. Record Date for Voting 10.6 The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders imder the Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, ifno notice is sent, the begirming ofthe meeting. Failure to Give Notice and Waiver of Notice 10.7 The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive that entitlement or may agree to reduce the period of that notice. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Notice of Special Business at Meetings of Shareholders 10.8 If a meeting ofshareholders is to consider special business within the meaning of §11.1, the notice ofmeeting must: (a) state the general nature ofthe special business; and 3875334.1

-12- p. (b) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders: (i) at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and (ii) during statutory business hours on any one or more specified days before the day set for the holding ofthe meeting. Place of Meetings 10.9 In addition to any location in British Columbia, any general meeting may be held in any location outside British Columbiaapproved by a resolution ofthe directors. PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS Special Business 11.1 At a meeting ofshareholders,the following business is special business: (a) at a meeting ofshareholders that is not an annual general meeting, all business is specialbusinessexcept businessrelatingto the conductof or voting at the meeting; (b) at an annual general meeting, all business is special business except for the following: (i) business relating to the conduct ofor voting at the meeting; (ii) consideration of any financial statements ofthe Company presented to the meeting; (iii) consideration of any reports ofthe directors or auditor; (iv) the setting or changing ofthe number ofdirectors; (v) the election or appointment ofdirectors; (vi) the appointment of an auditor; (vii) the setting ofthe remuneration of an auditor; (viii) business arising out of a report ofthe directors not requiring the passing of a special resolution or an exceptional resolution; 3875334.1

-13- (ix) any other business which, under these Articles or the Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders. Special Majority 11.2 The majority of votes required for the Company to pass a special resolution at a general meeting ofshareholders is two-thirds ofthe votes cast on the resolution. Quorum 11.3 Subject to the special rights or restrictions attached to the shares of any class or series of shares, and to §11.4, the quorum for the transaction of business at a meeting of shareholders is at least one personwho is, or who represents by proxy, one or more shareholders who, in the aggregate, holdat least 5%ofthe issued shares entitled to be voted at themeeting. One Shareholder May Constitute Quorum 11.4 Ifthere is only one shareholder entitledto vote at a meetingofshareholders: (a) the quorum is one person who is, or who represents by proxy, that shareholder, and (b) that shareholder, present in person or by proxy,may constitutethe meeting. Persons Entitled to Attend Meeting 11.5 In addition to those persons who are entitled to vote at a meeting ofshareholders, the only other persons entitled to be present at the meeting are the directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company, any persons invited to be present at the meeting by the directors or by the chair ofthe meeting and any persons entitled or required imder the Act or these Articles to be present at the meeting; but if any ofthose persons does attend the meeting, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting. Requirement of Quorum 11.6 No business, other than the election of a chair ofthe meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting. Lack of Quorum 11.7 If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present: 3875334.1

-14 (a) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and (b) in the case of any other meeting ofshareholders, the meeting stands adjourned to the same day in the next week at the same time and place. Lack of Quorum at Succeeding Meeting 11.8 If, at the meeting to which the meeting referred to in §11.7(b) was adjourned, a quorum is not present within one-halfhour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, two or more shareholders entitled to attend and vote at the meetingshall be deemedto constitute a quorum. Chair 11.9 The following individual is entitled to preside as chair at a meeting of shareholders: (a) the chair ofthe board, if any; or (b) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any. Selection ofAlternate Chair 11.10 If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair ofthe board and the president are unwilling to act as chair ofthe meeting, or ifthe chair ofthe board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present may choose either one oftheir number or the solicitor ofthe Company to be chair ofthe meeting. If all ofthe directors present decline to take the chair or fail to so choose or if no director is present or the solicitor ofthe Company declines to take the chair, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting. Adjournments 11.11 The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. Notice ofAdjourned Meeting 11.12 It is not necessary to give any notice of an adjourned meeting ofshareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case ofthe original meeting. 3875334.1

-15- Decisions by Show of Hands or Poll 11.13 Subjectto the Act, every motion put to a vote at a meetingofshareholders will be decided on a show of hands unless a poll, before or onthedeclaration of theresult of the vote by show of hands, is directed by the chair or demanded by any shareholder entitled to vote who is present in person or by proxy. Declaration ofResult 11.14 The chair of a meeting of shareholders must declare to the meeting the decision on everyquestion in accordance withthe result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unlessa poll is directedby the chair or demanded under §11.13, conclusive evidence without proof of the number or proportion ofthe votes recorded in favour ofor against the resolution. Motion Need Not be Seconded 11.15 No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion. Casting Vote 11.16 In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder. Manner of Taking Foil 11.17 Subject to §11.18, if a poll is duly demanded at a meeting ofshareholders: (a) the poll must be taken: (i) at the meeting, or within seven days after the date of the meeting, as the chair ofthe meeting directs; and (ii) in the manner, at the time and at the place that the chair of the meeting directs; (b) the result ofthe poll is deemed to be the decision ofthe meeting at which the poll is demanded; and (c) the demand for the poll may be withdrawn by the person who demanded it. Demand for Poll on Adjournment 11.18 A poll demanded at a meeting ofshareholderson a question of adjournment must be taken immediately at the meeting. 3875334.1

-16- Chair Must Resolve Dispute 11.19 In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and the determination of the chair made in good faith is final and conclusive. Casting of Votes 11.20 On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way. No Demand for Poll on Election of Chair 11.21 No poll may be demanded in respectof the vote by which a chair of a meeting of shareholders is elected. Demand for Poll Not to Prevent Continuance ofMeeting 11.22 The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded. Retention ofBallots and Proxies 11.23 The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end ofsuch three month period, the Company may destroy such ballots and proxies. PART 12 VOTES OF SHAREHOLDERS Number of Votes by Shareholder or by Shares 12.1 Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under §12.3: (a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and (b) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy. 3875334.1

-17- - Votes of Persons in Representative Capacity 12.2 A person who is not a shareholder may vote at a meeting ofshareholders, whether on a show of hands or on a poll, and may appoint a proxyholderto act at the meeting, if, before doing so, the personsatisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting. Votes by Joint Holders 12.3 Ifthere are joint shareholdersregistered in respect of any share: (a) any one of the joint shareholders may vote at any meeting of shareholders, personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or (b) if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one ofthem votes in respect ofthat share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect ofthe share will be coimted. Legal Personal Representatives as Joint Shareholders 12.4 Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of §12.3, deemedto be joint shareholders registered in respect ofthat share. Representative of a Corporate Shareholder 12.5 If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and: (a) for that purpose, the instrument appointing a representative must be received: (i) at the registered office ofthe Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or (ii) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting; (b) if a representative is appointed under this §12.5: 3875334.1

-18- (i) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, withoutlimitation, the right to appointa proxy holder; and (ii) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting. Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or anyothermethod oftransmitting legibly recorded messages. Proxy Provisions Do Not Apply to All Companies 12.6 If and for so longas the Company is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply, then §12.7 to §12.15 are not mandatory, however the directors of the Company are authorized to apply all or part of such sections or to adopt alternative procedures for proxy form, deposit and revocation procedures to the extent that the directors deemnecessary in orderto comply with securities laws applicable to the Company. Appointment of Proxy Holders 12.7 Every shareholder of the Company entitled to vote at a meeting of shareholders may, by proxy, appoint one or more (but not more than two) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy. Alternate Proxy Holders 12.8 A shareholder may appoint one or more altemate proxy holders to act in the place of an absent proxy holder. Proxy Holder Need Not Be Shareholder 12.9 A proxy holder need not be a shareholder ofthe Company. Deposit of Proxy 12.10 A proxy for a meeting ofshareholders must: (a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number ofbusiness days specified in the notice, or if no number of days is specified, two business days before the day set for the holding ofthe meeting or any adjourned meeting; or 3875334.1

-19- — (b) unless the notice provides otherwise, be received, at the meeting or any adioumed ' meeting, by the chair of the meeting or adjoumed meeting or by a person designated by the chair of the meetingor adjoumedmeeting. A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages, including through Internet or telephone voting or by email, if permitted bythe notice calling themeeting orthe information circular forthemeeting. Validity of Proxy Vote 12.11 A vote given in accordance with the terms of a proxy is valid notwithstanding the deathor incapacity of the shareholder giving the proxy and despite the revocation of the proxyor the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received: (a) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting or any adjoumed meeting at which the proxy is to be used; or (b) at the meeting or any adjoumed meeting by the chair ofthe meeting or adjoumed meeting,before any vote in respectof which the proxy has been givenhas been taken. Form of Proxy 12.12 A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any otherform approyed by the directors or the chairof the meeting: [name of company] (the "Company") The undersigned, being a shareholder ofthe Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and yote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting. Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the undersigned): Signed [month, day, year] [Signature ofshareholder] [Name ofshareholder—printed] 3875334.1

-20- Revocation of Proxy 12.13 Subject to §12.14, everyproxymay be revoked by an instrument in writing that is received; (a) at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or (b) at themeeting or any adjourned meeting, by the chairof themeeting or adjourned meeting, beforeany vote in respect of whichthe proxyhas been givenhas been taken. Revocation of Proxy Must Be Signed 12.14 An instrument referred to in §12.13 must be signed as follows: (a) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or the shareholder's legal personal representative or trustee in bankruptcy; (b) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under §12.5. Production of Evidence of Authority to Vote 12.15 The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence ofthe authority to vote. PART 13 DIRECTORS First Directors; Number of Directors 13.1 The first directors are the persons designated as directors of the Company in the Notice ofArticles that applies to the Company when it is recognized under the Act. The number ofdirectors, excluding additional directors appointed under §14.8, is set at: (a) subject to §(b) and §(c), the number of directors that is equal to the number ofthe Company's first directors; (b) ifthe Company is a public company, the greater ofthree and the most recently set of: (i) the number of directors set by a resolution ofthe directors (whether or not previous notice ofthe resolution was given); and 3875334.1

-21 - (ii) the numberof directors in officepursuantto §14.4; (c) if the Company is not a publiccompany, the mostrecently set of: (i) the numberof directors set by a resolution of the directors (whether or not previous notice of the resolution was given); and (ii) the number of directors in office pursuant to §14.4. Change in Number of Directors 13.2 If the numberof directors is set under§13.1(b)(i) or §13.1(c)(i): (a) the shareholders may elect or appointthe directors needed to fill any vacancies in the board of directors up to that number; or (b) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number then the directors, subject to §14.8, may appoint directors to fill those vacancies. Directors' Acts Valid Despite Vacancy 13.3 An act or proceeding ofthe directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office. Qualifications of Directors 13.4 A director is not required to hold a share as qualification for his or her office but must be qualified as required by the Act to become, act or continue to act as a director. Remuneration ofDirectors 13.5 The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. Reimbursement ofExpenses of Directors 13.6 The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business ofthe Company. Special Remuneration for Directors 13.7 If any director performs any professional or other services for the Company that in the opinion ofthe directors are outside the ordinary duties of a director, he or she may be paid remimeration fixed by the directors, or at the option ofthe directors, fixed by ordinary resolution, and such remuneration will be in addition to any other remuneration that he or she may be entitled to receive. 3875334.1

-22- Gratuity, Pension or Allowance on Retirement ofDirector 13.8 Unless otherwise determined by ordinary resolution, the directors on behalf ofthe Companymay pay a gratuity or pension or allowance on retirement to any director who has held any salariedoffice or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fimd and pay premiums for the purchaseor provision of any such gratuity, pension or allowance. PART 14 ELECTION AND REMOVAL OF DIRECTORS Election at Annual General Meeting 14.1 At every annual general meeting and in every unanimous resolution contemplated by §10.2: (a) the shareholders entitled to vote at the aimual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting ofthe number of directors for the time being set rmderthese Articles; and (b) all the directors cease to hold office immediately before the election or appointment ofdirectors under §(a),but are eligiblefor re-electionor re-appointment. Consent to be a Director 14.2 No election, appointment or designation of an individual as a director is valid unless: (a) that individual consents to be a director in the manner provided for in the Act; (b) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or (c) with respect to first directors, the designation is otherwise valid under the Act. Failure to Elect or Appoint Directors 14.3 If: (a) the Company fails to hold an armual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the imanimous resolution contemplated by §10.2, on or before the date by which the annual general meeting is required to be held imder the Act; or (b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by §10.2,to elect or appoint any directors; 3875334.1

-23- then each director then in office continues to hold office until the earlier of: (c) when his or her successoris electedor appointed; and (d) when he or she otherwise ceases to hold office under the Act or these Articles. Places ofRetiring Directors Not Filled 14.4 If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in officeto complete the number of directors for the time being set pursuant to these Articles but their term of office shall expire when new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance ofthe number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office. Directors May Fill Casual Vacancies 14.5 Any casual vacancy occurring in the board of directors may be filled by the directors. Remaining Directors Power to Act 14.6 The directors may act notwithstanding any vacancy in the board of directors, but ifthe Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Act, for any other purpose. Shareholders May Fill Vacancies 14.7 If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors. Additional Directors 14.8 Notwithstanding §13.1 and §13.2, between annual general meetings or by unanimous resolutions contemplated by §10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this §14.8 must not at any time exceed: (a) one-third ofthe number of first directors, if, at the time ofthe appointments, one or more ofthe first directors have not yet completed their first term ofoffice; or \ 3875334.1

-24- (b) in any other case, one-third of the number of the current directors who were ' elected or appointed as directors otherthanunder this §14.8. Any director so appointed ceases to hold office immediately before the next election or appointment ofdirectors under §14.1(a), but is eligible for re-election orre-appointment. Ceasing to be a Director 14.9 A director ceases to be a director when: (a) the term ofofficeofthe directorexpires; (b) the director dies; (c) the director resigns as a director by notice in writing provided to theCompany or a lawyer for the Company; or (d) the director isremoved from office pursuant to §14.10 or §14.11. Removal ofDirector by Shareholders 14.10 The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy. Removal ofDirector by Directors 14.11 The directors may remove any director before the expirationof his or her term of office ifthe directoris convicted of an indictable offence, or if the director ceasesto be qualified to act as a directorof a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy. PARTIS ALTERNATE DIRECTORS Appointment ofAlternate Director 15.1 Any director (an "appointor") may by notice in writing received by the Company appoint any person (an "appointee") who is qualified to act as a director to be his or her alternate to act in his or her place at meetings ofthe directors or committees ofthe directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company. Part 14.12 Advance Notice Provisions added to the Articles of December 2,2010. • Alterations Approved at a Reconvened Annual General and Special Meeting of Shareholders on July 12,2013.

-25- Notice of Meetings 15.2 Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a directorat any suchmeetings at whichhis or her appointor is not present. Alternate for More than One Director Attending Meetings 15.3 A person may be appointed as an altemate directorby more than one director, and an altemate director: (a) will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity; (b) has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity; (c) will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member ofthat committee and, in the case of an appointee who is also a member of that committee as a directors, once more in that capacity; and (d) has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity. Consent Resolutions 15.4 Every altemate director, if authorized by the notice appointing him or her, may sign in place ofhis or her appointor any resolutions to be consented to in writing. Alternate Director an Agent 15.5 Every altemate director is deemed to be the agent ofhis or her appointor. Revocation or Amendment of Appointment of Alternate Director 15.6 An appointor may at any time, by notice in writing received by the Company, revoke or amend the terms ofthe appointment of an altemate director appointed by him or her. Ceasing to be an Alternate Director 15.7 The appointment of an altemate director ceases when: (a) his or her appointor ceases to be a director and is not promptly re-elected or re-appointed; (b) the altemate director dies; 3875334.1

-26- (c) the alternate director resigns as an alternate director by notice in writing provided ' to the Company ora lawyer for the Company; (d) the alternate director ceases to be qualified to act as a director; or (e) the term of his appointment expires, or his or her appointor revokes the appointment ofthe altemate directors. Remuneration and Expenses of Alternate Director 15.8 The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the altemate director is entitled to receive fi-om the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct. PART 16 POWERS AND DUTIES OF DIRECTORS Powers of Management 16.1 The directors must, subject to the Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers ofthe Company as are not, by the Act or by these Articles, required to be exercised by the shareholders of the Company. Notwithstanding the generality of the foregoing, the directors may set the remuneration ofthe auditor ofthe Company. Appointment of Attorney ofCompany 16.2 The directors may from time to time, by power of attomey or other instrument, imder seal ifso required by law, appoint any person to be the attomey ofthe Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attomey may contain such provisions for the protection or convenience of persons dealing with such attomey as the directors think fit. Any such attomey may be authorized by the directors to sub-delegate all or any ofthe powers, authorities and discretions for the time being vested in him or her. 3875334.1

-27- PART 17 INTERESTS OF DIRECTORS AND OFFICERS Obligation to Account for Profits 17.1 A director or senior officer who holds a disclosable interest (as that term is used in the Act) in a contract or transaction intowhich the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer underor as a resultof the contract ortransaction onlyif andto the extent provided in the Act. Restrictions on Voting by Reason ofInterest 17.2 A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all ofthose directors may vote on such resolution. Interested Director Counted in Quorum 17.3 A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting. Disclosure of Conflict ofInterest or Property 17.4 A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent ofthe conflict as required by the Act. Director Holding Other Office in the Company 17.5 A director may hold any office or place ofprofit with the Company, other than the office of auditor ofthe Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine. No Disqualification 17.6 No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason. 3875334.1

-28- Professional Services by Director or Officer 17.7 Subject to the Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as ifthat director or officer were not a director or officer. Director or Officer in Other Corporations 17.8 A director or officer may be or become a director, officer or employee of, or otherwise interested in, any personin whichthe Company may be interested as a shareholder or otherwise, and, subject to the Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officeror employee of, or from his or her interest in, such other person. PART 18 PROCEEDINGS OF DIRECTORS Meetings of Directors 18.1 The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine. Voting at Meetings 18.2 Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting has a second or casting vote. Chair of Meetings 18.3 The following individual is entitled to preside as chair at a meeting of directors: (a) the chair ofthe board, if any; (b) in the absence ofthe chair ofthe board, the president, if any, ifthe president is a director; or (c) any other director chosen by the directors if: (i) neither the chair ofthe board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting; (ii) neither the chair ofthe board nor the president, if a director, is willing to chair the meeting; or 3875334.1

29- (iii) the chair of the board and the president, if a director, have advised the secretary, if any,or any otherdirector, that they will not be presentat the meeting. Meetings by Telephone or Other Communications Medium 18.4 A director may participate in a meeting of the directors or of any committee of the directors: (a) in person; or (b) by telephone or by other communications medium if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this §18.4 is deemed for all purposes of the Act and these Articles to be present at the meeting and to have agreed to participate in that manner. Calling of Meetings 18.5 A director may, and the secretary or an assistant secretary ofthe Company, if any, on the request of a directormust, call a meetingofthe directors at any time. Notice of Meetings 18.6 Other than for meetings held at regular intervals as determined by the directors pursuant to §18.1, 48 hours' notice or such lesser notice as the Chairman in his discretion determines, acting reasonably, is appropriate in any unusual circimistances of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors by any method set out in §24.1 or orally or by telephone. When Notice Not Required 18.7 It is not necessary to give notice of a meeting ofthe directors to a director if: (a) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting ofthe directors at which that director is appointed; or (b) the director has waived notice ofthe meeting. Meeting Valid Despite Failure to Give Notice 18.8 The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director, does not invalidate any proceedings at that meeting. 3875334.1

-30- Waiver of Notice of Meetings 18.9 Any directormay send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director. Attendance of a director or alternate director at a meeting of the directors is a waiver of notice of the meeting unless that directoror alternate director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Quorum 18.10 The quorum necessary for the transaction of the business of the directors may be set by the directors and, ifnot so set, is deemed to be a majority ofthe directors or, ifthe number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting. Validity of Acts Where Appointment Defective 18.11 Subject to the Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer. Consent Resolutions in Writing 18.12 A resolution of the directors or of any committee of the directors may be passed without a meeting: (a) in all cases, if each ofthe directors entitled to vote on the resolution consents to it in writing; or (b) in the case of a resolution to approve a contract or transaction in respect ofwhich a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who have not made such a disclosure consents in writing to the resolution. A consent in writing under this §18.12 may be by signed document, fax, email or any other method oftransmitting legibly recorded messages. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution ofthe directors or of any committee of the directors passed in accordance with this §18.12 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of directors or ofthe committee of the directors and to be as valid and effective as ifit had been passed at a meeting ofthe directors or ofthe committee of the directors that satisfies all the requirements of the Act and all the requirements of these Articles relating to meetings ofthe directors or of a committee ofthe directors. 3875334.1

-31 - PART 19 EXECUTIVE AND OTHER COMMITTEES Appointment and Powers of Executive Committee 19.1 The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the boardof directors, all of the directors' powers, except: (a) the power to fill vacancies in the board ofdirectors; (b) the power to remove a director; (c) the power to change the membership of, or fill vacancies in, any committee ofthe directors; and (d) such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution. Appointment and Powers of Other Committees 19.2 The directors may, by resolution: (a) appoint one or more committees (other than the executive committee) consisting ofthe director or directors that they consider appropriate; (b) delegate to a committee appointed under §(a) any ofthe directors' powers, except: (i) the power to fill vacancies in the board ofdirectors; (ii) the pOwerto remove a director; (iii) the power to change the membership of, or fill vacancies in, any committee ofthe directors; and (iv) the power to appoint or remove officers appointed by the directors; and (c) make any delegation referred to in §(b) subject to the conditions set out in the resolution or any subsequent directors' resolution. Obligations ofCommittees 19.3 Any committee appointed under §19.1 or §19.2, in the exercise of the powers delegated to it, must: (a) conform to any rules that may from time to time be imposed on it by the directors; and 3875334.1

-32 (b) report every act or thing done in exercise of those powers at such times as the directors may require. Powers ofBoard 19.4 The directors may, at any time, with respectto a committeeappointedunder §19.1 or §19.2: (a) revoke or alter the authority given to the committee, or override a decision made by the committee, exceptas to acts done before such revocation, alteration or overriding; (b) terminatethe appointment of, or changethe membership of, the committee; and (c) fill vacancies in the committee. Committee Meetings 19.5 Subject to §19.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, withrespect to a committee appointed under §19.1 or §19.2: (a) the committee may meet and adjourn as it thinks proper; (b) the committee may elect a chair of its meetings but, if no chedr of a meeting is elected, or if at a meeting the chair ofthe meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one oftheir number to chair the meeting; (c) a majority of the members of the committee constitutes a quorum of the committee; and (d) questions arising at any meeting ofthe committee are determined by a majority of votes ofthe members present, and in case of an equality ofvotes, the chair ofthe meeting does not have a second or casting vote. PART 20 OFFICERS Directors May Appoint Officers 20.1 The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment. Functions, Duties and Powers of Officers 20.2 The directors may, for each officer: 3875334.1

-33- (a) determine the functions and duties ofthe officer; (b) entrust to and confer on the officer any ofthe powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and (c) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer. Qualifications 20.3 No person may be appointed as an officer unless that person is qualified in accordance with the Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as a managing director must be a director. Any other officer need not be a director. Remuneration and Terms of Appointment 20.4 All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors thinks fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment ofthe Company, a pension or gratuity. PART 21 INDEMNIFICATION Definitions 21.1 In this Part 21: (a) "eligible party", in relation to a company, means an individual who: (i) is or was a director, alternate director or officer ofthe Company; (ii) is or was a director, alternate director or officer of another corporation (A) at a time when the corporation is or was an affiliate of the Company, or (B) at the request ofthe Company; or (iii) at the request of the Company, is or was, or holds or held a position equivalent to that of, a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity; and includes, except in the definition of "eligible proceeding", and §163(l)(c) and (d) and §165 ofthe Act, the heirs and personal or other legal representativesofthat individual; 3875334.1

34- (b) "eligible penalty" means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding; (c) "eligibleproceeding"means a proceeding in which an eligible partyor any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director, alternate director or officer of, or holding or having held a position equivalent to that of a director, alternate director or officer of, the Company or an associated corporation (i) is or may be joined as a party; or (ii) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding; (d) "expenses" has the meaning set out in the Act and includes costs, charges and expenses, including legal and other fees, but does not includejudgments, penalties, fines or amounts paid in settlement of a proceeding; and (e) "proceeding" includes any legal proceeding or investigative action, whether current, threatened, pending or completed. Mandatory Indemnification of Eligible Parties 21.2 Subject to the Act, the Company must indemnify each eligible party and the heirs and legal personal representatives of each eligible party against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect ofthat proceeding. Each eligible party is deemed to have contracted with the Company on the terms of the indemnity contained in this §21.2. Indemnification of Other Persons 21.3 Subject to any restrictions in the Act, the Company may agree to indemnify and may indemnify any person (including an eligible party) against eligible penalties and pay expenses incurred in connection with the performance of services by that person for the Company. Authority to Advance Expenses 21.4 The Company may advance expenses to an eligible party to the extent permitted by and in accordance with the Act. Non-Compliance with Act 21.5 Subject to the Act, the failure of an eligible party ofthe Company to comply with the Act or these Articles or, if applicable, any former CompaniesAct or former Articles does not, ofitself, invalidate any indemnity to which he or she is entitled under this Part 21. 3875334.1

-35- Company May Purchase Insurance 21.6 The Company maypurchase andmaintain insurance for the benefitof any eligible party (or the heirs or legal personal representatives of any eligible party) against any liability incurred by any eligible party. PART 22 DIVIDENDS Payment of Dividends Subject to Special Rights 22.1 The provisions of this Part 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends. Declaration ofDividends 22.2 Subject to the Act, the directors may from time to time declare and authorize payment ofsuch dividends as they may deem advisable. No Notice Required 22.3 The directors need not give notice to any shareholder of any declaration under §22.2. Record Date 22.4 The directors must set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. Manner of Paying Dividend 22.5 A resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities ofthe Company or any other corporation, or in any one or more of those ways. Settlement of Difficulties 22.6 If any difficulty arises in regard to a distribution under §22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may: (a) set the value for distribution ofspecific assets; (b) determine that money in substitution for all or any part of the specific assets to which any shareholders are entitled may be paid to any shareholders on the basis ofthe value so fixed in order to adjust the rights of all parties; and 3875334.1

-36- (c) vest any such specific assets in trastees for the persons entitled to the dividend. When Dividend Payable 22.7 Any dividendmay be made payableon such date as is fixed by the directors. Dividends to be Paid in Accordance with Number of Shares 22.8 All dividends on shares of any class or series of shares must be declared and paid according to the number ofsuch shares held. Receipt by Joint Shareholders 22.9 If several persons are joint shareholders of any share, any one of them may give an effective receiptfor any dividend, bonusor othermoneypayable in respectof the share. Dividend Bears No Interest 22.10 No dividend bears interest against the Company. Fractional Dividends 22.11 If a dividend to which a shareholder is entitled includes a fraction ofthe smallest monetary unit of the currency of the dividend, that fiaction may be disregarded in making payment ofthe dividend and that payment represents full payment ofthe dividend. Payment of Dividends 22.12 Any dividend or other distribution payable in money in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder orjoint shareholders may direct in writing. The mailing of such cheque will, to the extent ofthe sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority. Capitalization ofRetained Earnings or Surplus 22.13 Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus so capitalized or any part thereof. 3875334.1

-37- PART 23 ACCOUNTING RECORDS AND AUDITOR Recording of Financial Affairs 23.1 The directors must cause adequate accounting records to be kept to record properly the financial affairs and conditionof the Company and to complywith the Act. Inspection of Accounting Records 23.2 Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records ofthe Company. PART 24 NOTICES Method of Giving Notice 24.1 Unless the Act or these Articles provide otherwise, a notice, statement, report or other record required or permitted by the Act or these Articles to be sent by or to a person may be sent by; (a) mail addressed to the person at the applicable address for that person as follows: (i) for a record mailed to a shareholder,the shareholder's registered address; (ii) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records ofthat class; (iii) in any other case, the mailing address ofthe intended recipient; (b) delivery at the applicable address for that person as follows, addressed to the person: (i) for a record delivered to a shareholder, the shareholder's registered address; (ii) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records ofthat class; (iii) in any other case, the delivery address ofthe intended recipient; 3875334.1

-38- —(c) sending the recordby fax to the fax number provided by the intended recipientfor ' the sending ofthat record orrecords ofthat class; (d) sending the record by email to the email address provided by the intended recipient for the sending ofthat record or records ofthat class; (e) physical delivery to the intended recipient. Deemed Receipt ofMailing 24.2 A notice, statement, report or other record that is: (a) mailed to a person by ordinary mail to the applicable address for that person referred to in §24.1 is deemed to be received by the person to whom it was mailed on the day (Saturdays, Sundaysand holidays excepted) following the date ofmailing; (b) faxed to a person to the fax number provided by that person referred to in §24.1 is deemedto be receivedby the personto whomit was faxedon the day it was faxed; and (c) emailed to a person to the e-mail address provided by that person referred to in §24.1 is deemed to be received by the person to whom it was e-mailed on the day that it was emailed. Certificate of Sending 24.3 A certificate signed by the secretary, if any, or other officer ofthe Companyor of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was sent in accordance with §24.1 is conclusive evidence ofthat fact. Notice to Joint Shareholders 24.4 A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing such record to the joint shareholder first named in the central securities register in respect ofthe share. Notice to Legal Personal Representatives and Trustees 24.5 A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by: (a) mailing the record, addressed to them: (i) by name, by the title ofthe legal personal representative ofthe deceased or incapacitated shareholder, by the title oftrustee ofthe bankrupt shareholder or by any similar description; and 3875334.1

39- (ii) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or (b) if an address referred to in §(a)(ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred. Undelivered Notices 24.6 If on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to §24.1 and on each of those occasions any such record is returned because the shareholder cannot be located, theCompany shall not be required to sendany further records to the shareholder untilthe shareholder informs the Company in writingof his or her new address. PART 25 SEAL Who May Attest Seal 25.1 Except as provided in §25.2 and §25.3, the Company's seal, if any, must not be impressed on any recordexceptwhenthatimpression is attested by the signatures of: (a) any two directors; (b) any officer, together with any director; (c) ifthe Company only has one director, that director; or (d) any one or more directors or officers or persons as may be determined by the directors. Sealing Copies 25.2 For the purpose of certifying under seal a certificate of incumbency of the directors or officers ofthe Company or a true copy of any resolution or other document, despite §25.1, the impression ofthe seal may be attested by the signature of any director or officer or the signature of any other person as may be determined by the directors. Mechanical Reproduction of Seal 25.3 The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Act or these Articles, printed or otherwise mechardcally reproduced, there 3875334.1

-40- may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and such persons as are authorized under §25.1 to attest the Company's seal may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under andto bear the seal impressed onthem. ENACTED by the Shareholders as ofthe 30"* day of September 2010. WITNESS ofthe Company. Signature ofOfficer: Name ofOfficer: Antonio (Tony) Ricci PositionofOfficer: Corporate Secretary - END OF ARTICLES - 3875334.:

EX-4.1

Exhibit 4.1

[Form of Note]

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

KINROSS GOLD CORPORATION

6.250% Senior Notes due 2033

CUSIP No. [●]

No.[●] $[●]

Kinross Gold Corporation, a corporation duly organized and existing under the laws of the Province of Ontario, Canada (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] ([●] UNITED STATES DOLLARS), as such principal sum may be modified from time to time as set forth on Schedule A hereto, on July 15, 2033, and to pay interest and Additional Amounts (if any) thereon from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on January 15 and July 15 in each year, at the rate of 6.250% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months), until the principal hereof is paid or made available for payment. The interest and Additional Amounts (if any) so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be January 1 or July 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest and Additional Amounts (if any) not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and any such interest on, and any Additional Amounts with respect to, this Security shall be made at the office or agency of the Company maintained for that purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest and Additional Amounts (if any) may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

In Witness Whereof, the Company has caused this instrument to be duly executed under its corporate seal.

KINROSS GOLD CORPORATION

By

Name:

Title:

By

Name:

Title:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

Computershare Trust Company, N.A.
As Trustee

By

Authorized Signatory

Schedule A

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:

Date Amount of Decrease
in Principal Amount
of this Global
Security Amount of Increase
in Principal Amount
of this Global
Security Principal Amount of
this Global Security
Following Such
Decrease or Increase Signature of
Authorized Signatory
of Trustee or Security
Custodian

Reverse of Security

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August 22, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, the second supplemental indenture, dated as of September 1, 2016, the third supplemental indenture, dated as of March 25, 2022, and a fourth supplemental indenture, dated as of June 6, 2023 (as supplemented, herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, the Guarantors party thereto and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof.

Prior to April 15, 2033 (the “Par Call Date”), the Company may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 45 basis points less (b) interest accrued and unpaid to, but not including, the date of redemption, and (2) 100% of the principal amount of the Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but not including, the redemption date.

On or after the Par Call Date, the Company may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

The provisions of the Indenture requiring the Company to make a repurchase offer, if a Change of Control Repurchase Event occurs, apply to this Security.

The Indenture contains provisions granting the Company the right to redeem this Security at any time if certain adverse changes occur with respect to the tax treatment of this Security.

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture contains provisions requiring the Company to pay certain Additional Amounts in respect of this Security in the event it is required to withhold certain Taxes by certain governmental authorities.

The Indenture contains a Negative Pledge on the part of the Company, which applies to this Security.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities with respect to which an Event of Default has occurred at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities with respect to which an Event of Default has occurred at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on, and any Additional Amounts with respect to, this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium interest on and any Additional Amounts with respect to, this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

EX-4.5

Exhibit 4.5

EXECUTION VERSION

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (“Supplemental Indenture”), dated as of March 25, 2022, among Kinross Gold Corporation, a corporation duly organized and existing under the laws of the Province of Ontario (the “Company”), Great Bear Resources Ltd., a corporation duly organized and existing under the laws of the Province of British Columbia (“Great Bear”) and Computershare Trust Company, N.A., as trustee (the “Trustee”) under the Indenture referred to below. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.

W I T N E S S E T H

WHEREAS, the Company, the Guarantors named therein and Wells Fargo Bank, N.A. have entered into an Indenture, dated as of August 22, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014 and the second supplemental indenture, dated as of September 1, 2016 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance by the Company of its unsecured debentures, notes or other evidence of indebtedness (the “Securities”), to be issued in one or more series as provided in the Indenture;

WHEREAS, on March 25, 2022, Great Bear became a Credit Agreement Guarantor;

WHEREAS, Section 1403 of the Indenture provides that if any Subsidiary shall be a Credit Agreement Guarantor at a time when such Subsidiary is not a Guarantor, the Company shall cause such Subsidiary to execute a Supplemental Indenture pursuant to which such Subsidiary shall become a Guarantor under the Indenture;

WHEREAS, Section 901(6) of the Indenture provides that the Indenture or the Securities may be amended or supplemented without the consent of any Holder to secure any series of the Securities or provide for any guarantees thereof, additional Guarantors thereon, or additional obligors thereon;

WHEREAS, the Company desires and has requested that the Trustee join in the execution of this Supplemental Indenture for the purpose of evidencing the addition of Great Bear as a Guarantor under the Indenture;

WHEREAS, this document is provided by the Trustee or one or more of its affiliates (collectively, “Computershare”), in its named capacity or as agent of or successor to Wells Fargo Bank, N.A., or one or more of its affiliates (“Wells Fargo”), by virtue of the acquisition by Computershare of substantially all the assets of the corporate trust services business of Wells Fargo;

WHEREAS, Great Bear desires to execute this Supplemental Indenture in order to evidence its Guarantee under Article Fourteen of the Indenture;

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by resolutions of the board of directors of Great Bear; and

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WHEREAS, all conditions precedent and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled, and the execution and delivery hereof has been in all respects duly authorized.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Successor, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE One

GUARANTEES OF THE SECURITIES

SECTION 1.1.         Great Bear hereby agrees, jointly and severally with all other Guarantors, to guarantee the Company’s obligations under the Indenture and the Securities on the terms and subject to the conditions set forth in Article Fourteen of the Indenture and to be bound by all other applicable provisions of the Indenture applicable to “Guarantors.”

ARTICLE Two

MISCELLANEOUS

SECTION 2.1.         Effectiveness. This Supplemental Indenture shall be effective upon execution by the parties hereto.

SECTION 2.2.         Recitals. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

SECTION 2.3.         Governing Law. THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

SECTION 2.4.         Counterparts. The parties may sign any number of copies of this Supplemental Indenture (including by electronic transmission). Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 2.5.         Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

-2-

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

KINROSS GOLD CORPORATION,
as the Company
By:	/s/ Andrea Freeborough
Name:	Andrea Freeborough
Title:	Executive Vice-President and Chief Financial Officer
GREAT BEAR RESOURCES LTD.,
as Guarantor
By:	/s/ David Maude
Name:	David Maude
Title:	Vice President and Treasurer

COMPUTERSHARE TRUST COMPANY, N.A., as agent for Wells Fargo Bank, N.A. as Trustee
By:	/s/ Linda Lopez
Name:	Linda Lopez
Title:	Assistant Vice President

EX-4.6

Exhibit 4.6

EXECUTION VERSION

Fourth SUPPLEMENTAL INDENTURE

FOURTH SUPPLEMENTAL INDENTURE (“Supplemental Indenture”), dated as of June 6, 2023, among Kinross Gold Corporation, a corporation duly organized and existing under the laws of the Province of Ontario (the “Company”), Compañía Minera Mantos de Oro, a sociedad contractual minera organized under the laws of the Republic of Chile (“Mantos de Oro”) and Computershare Trust Company, N.A., as trustee (the “Trustee”) under the Indenture referred to below. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.

W I T N E S S E T H

WHEREAS, the Company, the Guarantors named therein and Wells Fargo Bank, N.A. have entered into an Indenture, dated as of August 22, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, the second supplemental indenture, dated as of September 1, 2016, and the third supplemental indenture, dated as of March 25, 2022 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance by the Company of its unsecured debentures, notes or other evidence of indebtedness (the “Securities”), to be issued in one or more series as provided in the Indenture;

WHEREAS, on May 29, 2023, Mantos de Oro became a Credit Agreement Guarantor;

WHEREAS, Section 1403 of the Indenture provides that if any Subsidiary shall be a Credit Agreement Guarantor at a time when such Subsidiary is not a Guarantor, the Company shall cause such Subsidiary to execute a Supplemental Indenture pursuant to which such Subsidiary shall become a Guarantor under the Indenture;

WHEREAS, Section 901(6) of the Indenture provides that the Indenture or the Securities may be amended or supplemented without the consent of any Holder to secure any series of the Securities or provide for any guarantees thereof, additional Guarantors thereon, or additional obligors thereon;

WHEREAS, the Company desires and has requested that the Trustee join in the execution of this Supplemental Indenture for the purpose of evidencing the addition of Mantos de Oro as a Guarantor under the Indenture;

WHEREAS, this document is provided by the Trustee or one or more of its affiliates (collectively, “Computershare”), in its named capacity or as agent of or successor to Wells Fargo Bank, N.A., or one or more of its affiliates (“Wells Fargo”), by virtue of the acquisition by Computershare of substantially all the assets of the corporate trust services business of Wells Fargo;

WHEREAS, Mantos de Oro desires to execute this Supplemental Indenture in order to evidence its Guarantee under Article Fourteen of the Indenture;

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WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by resolutions of the board of directors and the shareholders of Mantos de Oro; and

WHEREAS, all conditions precedent and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled, and the execution and delivery hereof has been in all respects duly authorized.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE One

GUARANTEES OF THE SECURITIES

SECTION 1.1.         Mantos de Oro hereby agrees, jointly and severally with all other Guarantors, to guarantee the Company’s obligations under the Indenture and the Securities on the terms and subject to the conditions set forth in Article Fourteen of the Indenture and to be bound by all other applicable provisions of the Indenture applicable to “Guarantors.”

ARTICLE Two

MISCELLANEOUS

SECTION 2.1.         Effectiveness. This Supplemental Indenture shall be effective upon execution by the parties hereto.

SECTION 2.2.         Recitals. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

SECTION 2.3.         Governing Law. THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

SECTION 2.4.         Counterparts. The parties may sign any number of copies of this Supplemental Indenture (including by electronic transmission). Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 2.5.         Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

KINROSS GOLD CORPORATION,
as the Company
By:	/s/ Andrea Freeborough
Name:	Andrea Freeborough
Title:	Executive Vice-President and Chief Financial Officer
COMPAÑÍA MINERA MANTOS DE ORO,
as Guarantor
By:	/s/ Ximena Matas
Name:	Ximena Matas
Title:	Director of the Company

[Signature page to Fourth Supplemental Indenture]

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
By:	/s/ Sara Corcoran
Name:	Sara Corcoran
Title:	Officer

[Signature page to Fourth Supplemental Indenture]

EX-4.7

Exhibit 4.7

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

dated as of July 5, 2023

among

Kinross Gold Corporation

the Guarantors specified herein

and

BofA Securities, Inc.,

Morgan Stanley & Co. LLC,

and

RBC Capital Markets, LLC

as representatives of the several Initial Purchasers

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 5, 2023, among Kinross Gold Corporation, a corporation organized under the laws of the Province of Ontario (the “Company” and, together with the Guarantors (as defined below), the “Issuers”), and the subsidiaries of the Company that are Guarantors, on the one hand, and BofA Securities, Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives (the “Representatives”) of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in Schedule A to the Purchase Agreement (as defined below), on the other hand. Pursuant to the Purchase Agreement, the Initial Purchasers have agreed to purchase, severally and not jointly, the Company’s 6.250% Senior Notes due 2033 (the “Notes”). The Notes are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities.”

This Agreement is made pursuant to the Purchase Agreement, dated June 26, 2023 (the “Purchase Agreement”), among the Company, the Guarantors and the Representatives (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of Transfer Restricted Securities (as defined herein), including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Notes, the Issuers have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in the Purchase Agreement.

The parties hereby agree as follows:

1.              Certain Definitions. For purposes of this Agreement, the following terms shall have the following respective meanings:

“Additional Interest” shall have the meaning assigned thereto in Section 2(c) hereof.

“Base Interest” shall mean the interest that would otherwise accrue on the Notes under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.

The term “broker-dealer” shall mean any broker or dealer registered with the Commission under the Exchange Act.

“Canadian Prospectus” means a prospectus of the Issuers included in an Exchange Registration Statement or a Shelf Registration Statement under the MJDS (with such additions and deletions as are required or permitted under the MJDS) filed and receipted (or for which a notification of clearance has been obtained) under Ontario Securities Laws.

“Closing Date” shall mean the date on which the Securities are initially issued.

“Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

“Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

“Electing Holder” shall mean any holder of Transfer Restricted Securities that has returned a completed and signed Notice and Questionnaire to the Company (or its counsel) in accordance with Section 3(b)(ii) or 3(b)(iii) hereof.

“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended.

“Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Registration” shall have the meaning assigned thereto in Section 3(a) hereof.

“Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof.

“Guarantors” means Compañía Minera Mantos de Oro, Fairbanks Gold Mining, Inc., Great Bear Resources Ltd., KG Mining (Bald Mountain) Inc., KG Mining (Round Mountain) Inc., Kinross Brasil Mineração S.A., Melba Creek Mining, Inc. and Round Mountain Gold Corporation, and any other subsidiary of the Company that hereafter becomes a Guarantor under the Indenture, that in each case remains a Guarantor under the Indenture as of any relevant time.

The term “holder” shall mean the Initial Purchasers and other persons who acquire Transfer Restricted Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Transfer Restricted Securities; provided that for purposes of any obligation of the Company to give notice to any holders, “holder” shall mean the record owner of Transfer Restricted Securities.

“Indenture” shall mean the Indenture dated as of August 22, 2011 between the Company, the Guarantors and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of December 8, 2014, the second supplemental indenture, dated as of September 1, 2016, the third supplemental indenture, dated as of March 25, 2022, and the fourth supplemental indenture, dated as of June 6, 2023, and as the same shall be further amended or supplemented from time to time.

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“Initial Purchasers” shall have the meaning ascribed to such term in the first paragraph of this Agreement.

“MJDS” means the U.S./Canada Multijurisdictional Disclosure System adopted by the Commission and Canadian securities regulators.

“Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

“Ontario Securities Laws” shall mean the Securities Act (Ontario) and the rules, regulations and national, multijurisdictional and local instruments and published policy statements applicable in the province of Ontario.

“OSC” means the Ontario Securities Commission.

The term “person” shall mean a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.

“Registration Default” shall have the meaning assigned thereto in Section 2(c) hereof.

“Registration Expenses” shall have the meaning assigned thereto in Section 4 hereof.

“Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.

“Restricted Holder” shall mean (i) a holder that is an affiliate of an Issuer within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities, and (iv)  a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Transfer Restricted Securities acquired by the broker-dealer directly from the Issuer.

“Rule 144,” “Rule 405” and “Rule 415” shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

“Securities Act” shall mean the United States Securities Act of 1933, as amended.

“Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof.

“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.

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“Transfer Restricted Securities” shall mean each Security until:

(1)            the date on which such Security has been exchanged by a person other than a broker-dealer for an Exchange Security in the Exchange Offer;

(2)            following the exchange by a broker-dealer in the Exchange Offer of a Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Registration Statement;

(3)            the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement;

(4)            such Security shall cease to be outstanding.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision.

2.              Registration Under the Securities Act.

(a)            Except as set forth in Section 2(b) below, the Company and the Guarantors agree to file under the Securities Act a registration statement on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Notes for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors which debt securities and guarantees are substantially identical to the Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree to use their respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act on or prior to 360 days after the Closing Date. The Company and the Guarantors further agree to use their commercially reasonable efforts to commence and complete the Exchange Offer on or prior to 30 business days after such registration statement has become effective, hold the Exchange Offer open for not less than 20 business days and exchange Exchange Securities for all Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under blue sky or securities laws of a substantial majority of the States of the United States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is not less than 20 business days following the commencement of the Exchange Offer. The Company and the Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer that has acquired such Transfer Restricted Securities for its own account as a result of market-making activities or other trading activities and not directly from an Issuer, and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180^th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

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(b)            If (i) on or prior to the time the Exchange Offer is completed, existing Commission interpretations are changed such that the debt securities received by holders other than Restricted Holders in the Exchange Offer for Transfer Restricted Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within the applicable time period set forth in section 2(a) hereof or (iii) the Exchange Offer is not available to any holder of the Securities in the United States (other than Restricted Holders), the Company and the Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use their commercially reasonable efforts to file with the Commission, a “shelf” registration statement on an appropriate form providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Transfer Restricted Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Company and the Guarantors agree to use their commercially reasonable efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to 360 days after the Closing Date and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the first anniversary of the Effective Time or such time as there are no longer any Transfer Restricted Securities outstanding, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Transfer Restricted Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Transfer Restricted Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company and the Guarantors in accordance with Section 3(b)(iii) hereof. The Company and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission.

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(c)            In the event that (i) the Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (ii) the Exchange Offer has not been completed within 30 business days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made), or (iii) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the time periods specified herein, or (iv) the Company and the Guarantors require holders to refrain from disposing of their Securities or Exchange Securities under the circumstances described in Section 3(g) and that suspension period exceeds 60 days in one instance or 90 days in the aggregate during any consecutive 12-month period (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as the sole remedy for such Registration Default, additional interest (“Additional Interest”), in addition to the Base Interest, shall accrue on the Notes that are Transfer Restricted Securities at a per annum rate of 0.25% with respect to the first 90-day period immediately following the occurrence of the first Registration Default. The amount of the Additional Interest will increase by an additional per annum rate of 0.25% with respect to each subsequent 90 day Registration Default Period until all Registration Defaults have been cured, up to a maximum per annum rate of 0.50% for all Registration Defaults. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease. The Company and the Guarantors shall pay all Additional Interest, if any, in the manner and on the dates specified in the Indenture.

(d)            The Company and the Guarantors shall use their commercially reasonable efforts to take all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated. Such actions may include amending and supplementing the prospectus and amending the Exchange Registration Statement or Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Exchange Registration Statement or Shelf Registration Statement.

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(e)            Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

(f)             The Company and the Guarantors will (i) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto to comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Registration Statement or Shelf Registration Statement, and any supplement to such prospectus, not to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

3.              Registration Procedures.

If the Company and the Guarantors file a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:

(a)            In connection with the obligations of the Company and the Guarantors with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the Company and the Guarantors shall, as soon as practicable (or as otherwise specified):

(i)             prepare and file with the Commission an Exchange Registration Statement on an appropriate form of registration statement which may be utilized by the Company and the Guarantors and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers that have not acquired Transfer Restricted Securities directly from the Issuers during the Resale Period to be effected as contemplated by Section 2(a), and use its commercially reasonable efforts to cause such Exchange Registration Statement to become effective on or prior to 360 days after the Closing Date;

(ii)            as soon as practicable prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each broker-dealer holding Exchange Securities not acquired directly from an Issuer with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities;

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(iii)           promptly notify each broker-dealer that has requested or, to the knowledge of the Company and the Guarantors, received copies of the prospectus included in such registration statement, and confirm such advice in writing, (A) in cases where a broker-dealer has specifically requested such information, when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, (B) with respect to such Exchange Registration Statement or any post-effective amendment, when the same has become effective, (C) in cases where a broker-dealer has specifically requested such information, any request by the Commission or the OSC for amendments or supplements to such Exchange Registration Statement or prospectus or for additional information, (D) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Registration Statement or the initiation or threatening of any proceedings for that purpose, (E) of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or any applicable Ontario Securities Laws or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(iv)           in the event that the Company and the Guarantors would be required, pursuant to Section 3(a)(iii)(F) above, to notify any broker-dealers holding Exchange Securities, without delay prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and the Ontario Securities Laws, if applicable, and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(v)            use their commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date;

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(vi)           use their commercially reasonable efforts to (A) register or qualify (or obtain an exemption from such registration or qualification) the Exchange Securities under the securities laws or blue sky laws of such jurisdictions in the United States as are contemplated by Section 2(a) no later than the commencement of the Exchange Offer, (B) keep such registrations or qualifications (or the exemptions therefrom) in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that none of the Company or any Guarantor shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(a)(vi), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its shareholders;

(vii)          obtain the consent or approval of each governmental agency or authority, whether federal, state, provincial or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale Period;

(viii)         provide CUSIP numbers for all Exchange Securities, not later than the applicable Effective Time; and

(ix)           comply with all applicable rules and regulations of the Commission and make generally available to its securityholders as soon as practicable but no later than eighteen months after the effective date of such Exchange Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

(b)            In connection with the obligations of the Company and the Guarantors with respect to the Shelf Registration, if applicable, the Company and the Guarantors shall, as soon as practicable (or as otherwise specified):

(i)             prepare and file with the Commission a Shelf Registration Statement on an appropriate form of registration statement which may be utilized by the Issuers and which shall register all of the Transfer Restricted Securities for resale by the holders thereof in accordance with such method or methods of disposition as may be specified by such of the holders as, from time to time, may be Electing Holders and use its commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to 360 days after the Closing Date;

(ii)            not less than 30 calendar days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Transfer Restricted Securities; provided that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Transfer Restricted Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company and the Guarantors (or their counsel) by the deadline for response set forth therein; and provided, further, that holders of Transfer Restricted Securities shall have at least 28 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Company and the Guarantors (or their counsel);

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(iii)           after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Transfer Restricted Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Company and the Guarantors shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted Securities until 30 days after such holder has returned a completed and signed Notice and Questionnaire to the Company and the Guarantors (or their counsel);

(iv)           as soon as practicable prepare and file with the Commission and, if applicable, the OSC such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and regulations of the Commission and the OSC and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission and the OSC;

(v)            comply with the provisions of the Securities Act and any applicable Ontario Securities Laws with respect to the disposition of all of the Transfer Restricted Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement;

(vi)           provide (A) any Electing Holders, (B) the underwriters (which term, for purposes of this Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales or placement agent therefor, (D) counsel for any such underwriter or agent and (E) not more than one counsel for all the Electing Holders, the opportunity to review and provide comments in connection with the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission or, if applicable, the OSC and each amendment or supplement thereto;

(vii)          for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make available during reasonable business hours at the Company’s principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(b)(vi) such financial and other information and books and records of the Company and the Guarantors, and cause the officers, employees, counsel and independent chartered accountants of the Company and the Guarantors to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to agree in writing to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company and the Guarantors as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such Shelf Registration Statement or otherwise), or (B) such person shall be required to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company and the Guarantors prompt prior written notice of such requirement);

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(viii)         promptly notify each of the Electing Holders, any sales or placement agent therefor and any underwriter thereof (which notification may be made through any managing underwriter that is a representative of such underwriter for such purpose) and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed with the Commission or the OSC, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) in cases where an Electing Holder has specifically requested such information in writing, of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state or province with respect thereto or any request by the Commission for amendments or supplements to such Shelf Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company and the Guarantors contemplated by Section 3(b)(xvii) or Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company and the Guarantors of any notification with respect to the suspension of the qualification of the Transfer Restricted Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) if at any time when a prospectus is required to be delivered under the Securities Act or Ontario Securities Laws, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or any applicable Ontario Securities Laws or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(ix)           use its commercially reasonable efforts to obtain the withdrawal of (A) any order suspending the effectiveness of such Shelf Registration Statement or any post-effective amendment thereto at the earliest practicable date or (B) the suspension of the qualification of the Transfer Restricted Securities for sale in any jurisdiction;

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(x)            if requested by any managing underwriter or underwriters, any placement or sales agent or any Electing Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission or, if applicable, the OSC and as such managing underwriter or underwriters, such agent or such Electing Holder specifies should be included therein relating to the terms of the sale of such Transfer Restricted Securities, including information with respect to the principal amount of Transfer Restricted Securities being sold by such Electing Holder or agent or to any underwriters, the name and description of such Electing Holder, agent or underwriter, the offering price of such Transfer Restricted Securities and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other terms of the offering of the Transfer Restricted Securities to be sold by such Electing Holder or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(xi)           furnish to each Electing Holder, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the respective counsel referred to in Section 3(b)(vi) an executed copy (or, in the case of an Electing Holder, a conformed copy) of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto (in the case of an Electing Holder of Transfer Restricted Securities, upon request) and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder, agent or underwriter, as the case may be) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and any applicable Ontario Securities Laws, and such other documents, as such Electing Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Transfer Restricted Securities owned by such Electing Holder, offered or sold by such agent or underwritten by such underwriter and to permit such Electing Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act and any applicable Ontario Securities Laws; and the Company and the Guarantors hereby consent to the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder and by any such agent and underwriter, in each case in the form most recently provided to such person by the Company and the Guarantors, in connection with the offering and sale of the Transfer Restricted Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;

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(xii)          use their commercially reasonable efforts to (A) register or qualify (or obtain an exemption from such registration or qualification) the Transfer Restricted Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such jurisdictions in the United States as any Electing Holder and each placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably request and ensure that any Transfer Restricted Securities can be offered in a private placement in any provinces of Canada in which any Electing Holders are resident, (B) keep such registrations or qualifications (or the exemptions therefrom) in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration is required to remain effective under Section 2(b) above and for so long as may be necessary to enable any such Electing Holder, agent or underwriter to complete its distribution of Securities pursuant to such Shelf Registration Statement and (C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder, agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Transfer Restricted Securities; provided, however, that none of the Company or any Guarantor shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(b)(xii), (2) consent to general service of process in any such jurisdiction, or (3) make any changes to its constating documents or by-laws or any agreement between it and its shareholders;

(xiii)         use their commercially reasonable efforts to obtain the consent or approval of each governmental agency or authority, whether federal or state, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the disposition of, their Transfer Restricted Securities in the United States;

(xiv)         unless any Transfer Restricted Securities shall be in book-entry only form, cooperate with the Electing Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold, which certificates, if so required by any securities exchange upon which any Transfer Restricted Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends (except as may be required by Canadian provincial securities laws with respect to Transfer Restricted Securities held by Electing Holders resident in any Canadian province); and, in the case of an underwritten offering, enable such Transfer Restricted Securities to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of the Transfer Restricted Securities;

(xv)          provide CUSIP numbers for all Transfer Restricted Securities, not later than the applicable Effective Time;

(xvi)         enter into one or more underwriting agreements, engagement letters, agency agreements, “best efforts” underwriting agreements or similar agreements, as appropriate, including customary provisions relating to indemnification and contribution, and take such other actions in connection therewith as any Electing Holders aggregating at least a majority in aggregate principal amount of the Transfer Restricted Securities at the time outstanding shall reasonably request in order to expedite or facilitate the disposition of such Transfer Restricted Securities in the United States; provided that the Company and the Guarantors shall not be required to enter into any such agreement more than twice with respect to all of the Transfer Restricted Securities and may delay entering into any such agreement until the consummation of any underwritten public offering in which the Company and the Guarantors shall be engaged provided that such delay is reasonable;

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(xvii)        whether or not an agreement of the type referred to in Section 3(b)(xvi) hereof is entered into and whether or not any portion of the offering contemplated by the Shelf Registration is an underwritten offering or is made through a placement or sales agent or any other entity, (A) make such representations and warranties to the Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof in form, substance and scope as are customarily made in connection with an offering of debt securities pursuant to any appropriate agreement or to a registration statement filed on the form applicable to the Shelf Registration; (B) use commercially reasonable efforts to obtain opinions of counsel to the Issuers in customary form and covering such matters, of the type customarily covered by such an opinion as the managing underwriters, if any, or as any Electing Holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities at the time outstanding may reasonably request, addressed to such Electing Holder or Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof and dated the effective date of such Shelf Registration Statement (and if such Shelf Registration Statement contemplates an underwritten offering of a part or all of the Transfer Restricted Securities, dated the date of the closing under the underwriting agreement relating thereto); (C) use commercially reasonable efforts to obtain a “cold comfort” letter or letters from the independent chartered accountants of the Company (and the independent chartered accountants of any other entity, to the extent that financial statements of such other entity (or pro forma financial statements which include financial information relating to such other entity) are included or incorporated by reference in the Shelf Registration Statement) addressed to the selling Electing Holders, the placement or sales agent, if any, therefor or the underwriters, if any, thereof, dated (i) the effective date of such Shelf Registration Statement and (ii) the effective date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus (and, if such Shelf Registration Statement contemplates an underwritten offering pursuant to any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus, dated the date of the closing under the underwriting agreement relating thereto), such letter or letters to be in customary form and covering such matters of the type customarily covered by letters of such type; (D) deliver such documents and certificates, including officers’ certificates, as may be reasonably requested by any Electing Holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities at the time outstanding or the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof to evidence the accuracy of the representations and warranties made pursuant to clause (A) above or those contained in Section 5(a) hereof and the compliance with or satisfaction of any agreements or conditions contained in the underwriting agreement or other agreement entered into by the Company and the Guarantors; and (E) undertake such obligations relating to expense reimbursement, indemnification and contribution as are provided in Section 6 hereof;

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(xviii)       notify in writing each holder of Transfer Restricted Securities of any proposal by the Company and the Guarantors to amend or waive any provision of this Agreement pursuant to Section 8(h) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;

(xix)          in the event that any broker-dealer registered under the Exchange Act shall underwrite any Transfer Restricted Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Conduct Rules”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or any successor thereto, as amended from time to time) thereof, whether as a holder of such Transfer Restricted Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in complying with the requirements of such Conduct Rules, including by (A) if such Conduct Rules shall so require, engaging a “qualified independent underwriter” (as defined in such Conduct Rules) to participate in the preparation of the Shelf Registration Statement relating to such Transfer Restricted Securities and to exercise usual standards of due diligence in respect thereto, (B) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof (or to such other customary extent as may be requested by such underwriter), and (C) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Conduct Rules; and

(xx)           comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such Shelf Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

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(c)            In the event that the Company and the Guarantors would be required, pursuant to Section 3(a)(iii)(F) or Section 3(b)(viii)(F) above, to notify, as applicable, each broker-dealer, the Electing Holders, the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof, the Company and the Guarantors shall without delay prepare and furnish to each of the Electing Holders, to each placement or sales agent, if any, and to each such underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Transfer Restricted Securities, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and any applicable Ontario Securities Laws and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Each Electing Holder agrees that upon receipt of any notice from the Company and the Guarantors pursuant to Section 3(a)(iii)(F) or Section 3(b)(viii)(F) hereof, such broker-dealer, Electing Holder, underwriter or placement or sales agent shall forthwith discontinue the disposition of Transfer Restricted Securities pursuant to the Exchange Registration Statement or the Shelf Registration Statement applicable to such Transfer Restricted Securities until such broker-dealer, Electing Holder, underwriter or placement or sales agent shall have received copies of such amended or supplemented prospectus and if so directed by the Company, such broker-dealer, Electing Holder, underwriter or placement or sales agent shall destroy or deliver to the Company and the Guarantors (at the Company’s expense) all copies, other than permanent file copies, then in such Electing Holder’s possession of the prospectus covering such Transfer Restricted Securities at the time of receipt of such notice.

(d)            In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice Questionnaire, the Company and the Guarantors may require such Electing Holder to furnish to the Company and the Guarantors such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of Transfer Restricted Securities as may be required in the reasonable judgment of counsel for the Company and the Guarantors in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Company and the Guarantors as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Company and the Guarantors or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Transfer Restricted Securities or omits or would omit to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Transfer Restricted Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Company and the Guarantors any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Transfer Restricted Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

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(e)            As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Guarantors, prior to the completion of the Exchange Offer, a written representation to the Issuers to the effect that (A) it is not an affiliate of the Company or the Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business, and such holder shall make such other written representations as the Issuers may reasonably request in order to comply with applicable Ontario Securities Laws. As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each holder shall acknowledge and agree that any broker-dealer and any such holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such holder in exchange for Securities acquired by such holder directly from the Company and the Guarantors.

(f)             Until the expiration of one year after the Closing Date, the Company and the Guarantors will not, and will not permit any of their “affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act.

(g)            By its acquisition of Securities or Exchange Securities each Electing Holder and each broker-dealer agrees that, upon the Company and the Guarantors providing notice to such Electing Holder or broker-dealer or the underwriter or placement or sales agent, as the case may be, (x) of the happening of any event of the kind described in clauses (C), (D) or (G) of Section 3(a)(iii) hereof or clauses (B), (C) or (F) of Section 3(b)(viii) hereof, or (y) that the Board of Directors of the Company has resolved that the Company and the Guarantors have a bona fide business purpose for doing so, then, upon providing such notice (which shall refer to this Section 3(g)), the Company and the Guarantors may delay the filing or the effectiveness of the Exchange Registration Statement or the Shelf Registration Statement (if not then filed or effective, as applicable) and shall not be required to maintain the effectiveness thereof or amend or supplement the Exchange Registration Statement or the Shelf Registration Statement, in all cases, for a period (a “Delay Period”) expiring upon the earlier to occur of (i) in the case of the immediately preceding clause (x), receipt by such broker-dealer, Electing Holder, underwriter or placement or sales agent of the copies of the supplemented or amended prospectus contemplated by Section 3(c) hereof or until it is advised in writing by the Company and the Guarantors pursuant to Section 3(c) hereof that the use of the applicable prospectus may be resumed, and has received copies of any amendments or supplements thereto or (ii) in the case of the immediately preceding clause (y), the date which is the earlier of (A) the date on which such business purpose ceases to interfere with the obligations of the Company and the Guarantors to file or maintain the effectiveness of such Exchange Registration Statement or the Shelf Registration Statement pursuant to this Agreement or (B) 60 days after the Company and the Guarantors notify the Electing Holders of such good faith determination. The period of effectiveness of the Exchange Registration Statement provided for in Section 2(a) above and the Shelf Registration Statement provided for in Section 2(b) shall each be extended by a number of days equal to the number of days during any Delay Period. No Delay Period shall exceed 60 consecutive days, and the aggregate number of days in all Delay Periods shall not exceed 90 during any 12-month period.

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4.              Registration Expenses.

The Company and the Guarantors agree to bear and to pay or cause to be paid promptly all expenses incident to the performance of or compliance with this Agreement by the Company and the Guarantors, including (a) any and all Commission, OSC and FINRA registration, filing and review fees and expenses including reasonable fees and disbursements of counsel for the placement or sales agent or underwriters in connection with such registration, filing and review, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the State securities and blue sky laws referred to in Section 3(b)(xii) hereof and determination of their eligibility for investment under the laws of such jurisdictions as any managing underwriters or the Electing Holders may designate, including any reasonable fees and disbursements of counsel for the Electing Holders or underwriters in connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and the expenses of printing or producing any underwriting agreements, agreements among underwriters, selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred to in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral agent, security trustee or custodian, (f) internal expenses (including all salaries and expenses of the Company’s officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses of counsel of the Issuers and independent chartered accountants of the Company and any other applicable chartered accountants (including the expenses of any opinions or “cold comfort” letters required by or incident to such performance and compliance), (h) fees, disbursements and expenses of any “qualified independent underwriter” engaged pursuant to Section 3(b)(xix) hereof, (i) reasonable fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company and which counsel may also be counsel for the Initial Purchasers), (j) any fees charged by securities rating services for rating the Securities, and (k) fees, expenses and disbursements of any other persons, including special experts, retained by the Issuers in connection with such registration (collectively, the “Registration Expenses”). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Transfer Restricted Securities or any placement or sales agent therefor or underwriter thereof, the Company and the Guarantors shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor with supporting documentation evidencing the Registration Expenses. Notwithstanding the foregoing, the holders of the Transfer Restricted Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Transfer Restricted Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

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5.              [Reserved]

6.              Indemnification.

(a)            Indemnification by the Issuers. Each of the Company and the Guarantors, jointly and severally, will indemnify and hold harmless each Initial Purchaser, its affiliates, as such term is defined in Rule 405 under the Securities Act and each person, if any, who controls each Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the holders of Transfer Restricted Securities included in an Exchange Registration Statement, each of the Electing Holders of Transfer Restricted Securities included in a Shelf Registration Statement and each person who participates as underwriter in any offering or sale of such Transfer Restricted Securities against any losses, claims, damages or liabilities, joint or several, to which such Initial Purchaser, holder, underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:

(i) any information or statement contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, furnished by the Company to any Initial Purchaser, any such holder, Electing Holder, underwriter, or any amendment or supplement thereto, as the case may be, under which such Transfer Restricted Securities were registered under the Securities Act, which contains or is alleged to contain an untrue statement of a material fact or omits or is alleged to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or

(ii) any information or statement contained in any preliminary, final or summary prospectus, as the case may be, furnished by the Company to any Initial Purchaser, any such holder, Electing Holder, underwriter, or any amendment or supplement thereto, as the case may be, which at the time and in the light of the circumstances under which it was made contains or is alleged to contain an untrue statement of a material fact or omits or is alleged to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading,

and will reimburse such Initial Purchaser, such holder, such Electing Holder and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action, loss, claim, damage or liability as such expenses are incurred; provided, however, that the Company and the Guarantors shall not be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such person expressly for use therein.

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(b)            Indemnification by the Holders and any Underwriters. The Company and the Guarantors may require, as a condition to including any Transfer Restricted Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Company and the Guarantors shall have received an undertaking reasonably satisfactory to them from the Electing Holder of such Transfer Restricted Securities and from each underwriter named in any such underwriting agreement severally and not jointly, to (i) indemnify and hold harmless the Company and the Guarantors and all other holders of Transfer Restricted Securities, against any losses, claims, damages or liabilities to which the Company and the Guarantors or such other holders of Transfer Restricted Securities may become subject, under the Securities Act, the Ontario Securities Laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company and the Guarantors to any such Electing Holder or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Transfer Restricted Securities pursuant to such registration.

(c)            Notices of Claims, Etc. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either Section 6(a) or 6(b) above, the indemnified party shall promptly notify the indemnifying party in writing, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may otherwise have otherwise than on account of this indemnity. The indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an indemnified party.

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(d)            Contribution. If for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Transfer Restricted Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Transfer Restricted Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The holders’ and any underwriters’ obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Transfer Restricted Securities registered or underwritten, as the case may be, by them and not joint.

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(e)            The obligations of the Company and the Guarantors under this Section 6 shall be in addition to any liability which the Issuers may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder and underwriter and each person, if any, who controls any holder or underwriter within the meaning of the Securities Act; and the obligations of the holders and any underwriters contemplated by this Section 6 shall be in addition to any liability which the respective holder or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and the Guarantors (including any person who, with his or her consent, is named in any registration statement as about to become a director of the Company and the Guarantors) and to each person, if any, who controls the Company and the Guarantors within the meaning of the Securities Act.

7.              Underwritten Offerings.

(a)            Selection of Underwriters. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold pursuant to an underwritten offering, the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Transfer Restricted Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company and the Guarantors.

(b)            Participation by Holders. Each holder of Transfer Restricted Securities hereby agrees with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8.              Miscellaneous.

(a)            No Inconsistent Agreements. The Company and the Guarantors represent, warrant, covenant and agree that they have not granted, and shall not grant, registration rights with respect to Transfer Restricted Securities or any other securities which would be inconsistent with the terms contained in this Agreement.

(b)            Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: if to the Company and the Guarantors, to Kinross Gold Corporation, 25 York Street, 17th Floor, Toronto, Ontario, Canada M5J 2V5, Attention: Chief Financial Officer (with a copy to the General Counsel), and if to a holder, to the address of such holder set forth in the security register or other records of the Company and the Guarantors, or to such other address as the Company and the Guarantors or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

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(c)            Parties in Interest. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Transfer Restricted Securities and the respective successors and assigns of the parties hereto and such holders. In the event that any transferee of any holder of Transfer Restricted Securities shall acquire Transfer Restricted Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of, this Agreement. If the Company and the Guarantors shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Transfer Restricted Securities subject to all of the applicable terms hereof.

(d)            Survival. The respective indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Transfer Restricted Securities, any director, officer or partner of such holder, any underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Transfer Restricted Securities pursuant to the Purchase Agreement and the transfer and registration of Transfer Restricted Securities by such holder and the consummation of an Exchange Offer.

(e)            Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(f)             Headings. The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

(g)            Entire Agreement; Amendments. This Agreement and the other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company and the Guarantors and the holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities at the time outstanding. Each holder of any Transfer Restricted Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 8(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Transfer Restricted Securities or is delivered to such holder.

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(h)            Inspection. For so long as this Agreement shall be in effect, this Agreement and a complete list of the names and addresses of all the holders of Transfer Restricted Securities shall be made available for inspection and copying on any business day by any holder of Transfer Restricted Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Transfer Restricted Securities under the Securities, the Indenture and this Agreement) at the offices of the Company at the address thereof set forth in Section 8(c) above and at the office of the Trustee under the Indenture.

(i)             Counterparts. This Agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

(j)             Service of Process. The Company and the Guarantors (i) agree that any legal suit, action or proceeding against it brought by any holder, the Initial Purchasers, any underwriter or by any person who controls any holder or underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal or state court located in the Borough of Manhattan in the City of New York in the State of New York (“New York Court”), (ii) waive, to the fullest extent they may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed C T Corporation System, 28 Liberty Street, New York, NY 10005, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such legal suit, action or preceding against the Company and the Guarantors arising out of or based upon this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any holder, Initial Purchaser or underwriter or by any person who controls any holder, Initial Purchaser or underwriter. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company and the Guarantors.

(k)            Judgment Currency. In respect of any judgment or order given or made for any amount due hereunder that is expressed and paid in a currency (the “judgment currency”) other than United States dollars, the Issuers shall indemnify each holder or underwriter against any loss incurred by such holder or underwriter as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the rate of exchange at which a holder or underwriter is able to purchase United States dollars with the amount of judgment currency actually received by such holder or underwriter. The foregoing indemnity shall constitute a separate and independent obligation of the Issuers and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into United States dollars.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

KINROSS GOLD CORPORATION
By:	/s/ Andrea Freeborough
	Name:	Andrea Freeborough
	Title:	Executive Vice-President and Chief Financial Officer
By:	/s/ David Maude
	Name:	David Maude
	Title:	Vice President and Treasurer
COMPAÑÍA MINERA MANTOS DE ORO
By:	/s/ Ximena Matas
	Name:	Ximena Matas
	Title:	Director of the Company
FAIRBANKS GOLD MINING, INC.
By:	/s/ Terence Watungwa
	Name:	Terence Watungwa
	Title:	President and General Manager
GREAT BEAR RESOURCES LTD.
By:	/s/ Blake Binions
	Name:	Blake Binions
	Title:	Secretary

[Signature Page to Registration Rights Agreement]

KG MINING (BALD MOUNTAIN) INC.
By:	/s/ Neil R. Jensen
	Name:	Neil R. Jensen
	Title:	Vice President
KG MINING (ROUND MOUNTAIN) INC.
By:	/s/ Neil R. Jensen
	Name:	Neil R. Jensen
	Title:	President and General Manager
KINROSS BRASIL MINERAҪÃO S.A.
By:	/s/ Gilberto Azevedo
	Name:	Gilberto Azevedo
	Title:	Presidente & Cerente Geral
MELBA CREEK MINING, INC.
By:	/s/ Terence Watungwa
	Name:	Terence Watungwa
	Title:	President and General Manager
ROUND MOUNTAIN GOLD CORPORATION
By:	/s/ Neil R. Jensen
	Name:	Neil R. Jensen
	Title:	President and General Manager

[Signature Page to Registration Rights Agreement]

Confirmed and accepted as of the date first above written:

BofA Securities, Inc.,

Morgan Stanley & Co. LLC, and

RBC Capital Markets, LLC

Acting on behalf of themselves and the several Initial Purchasers

By:	BofA Securities, Inc.
By:	/s/ Laurie Campbell
	Name:	Laurie Campbell
	Title:	Managing Director
By:	Morgan Stanley & Co. LLC
By:	/s/ Mathew Joseph
	Name:	Mathew Joseph
	Title:	Executive Director
By:	RBC Capital Markets, LLC
By:	/s/ Scott G. Primrose
	Name:	Scott G. Primrose
	Title:	Authorized Signatory

[Signature Page to Registration Rights Agreement]

Exhibit A

Form of INSTRUCTION TO DTC PARTICIPANTS

[Date of Mailing]

URGENT — IMMEDIATE ATTENTION REQUESTED
DEADLINE FOR RESPONSE: [DATE]^a

The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the Kinross Gold Corporation (the “Company”) 6.250% Senior Notes due 2033 (the “Securities”) are held.

The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Kinross Gold Corporation, 25 York Street, 17th Floor, Toronto, Ontario, Canada, M5J 2V5, Attention:[●].

^a       Not less than 28 calendar days from date of mailing

Form of Notice of Registration Statement
and
Selling Securityholder Questionnaire

[date]

Reference is hereby made to the Registration Rights Agreement (the “Registration Rights Agreement”) among Kinross Gold Corporation (the “Company”), the subsidiary guarantors referred to therein (the “Guarantors”), and the Initial Purchasers named therein. Pursuant to the Registration Rights Agreement, the Company and the Guarantors have filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the 6.250% Senior Notes due 2033 of the Company guaranteed by the Guarantors (the “Securities”). A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Each beneficial owner of Transfer Restricted Securities (as defined below) is entitled to have the Transfer Restricted Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Transfer Restricted Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Transfer Restricted Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Transfer Restricted Securities.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

The term “Transfer Restricted Securities” is defined in the Registration Rights Agreement.

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ELECTION

The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement, including, without limitation, Section 6 of the Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

Upon any sale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

QUESTIONNAIRE

(1)	(a)	Full Legal Name of Selling Securityholder:
	(b)	Full Legal Name of Registered Holder (if not the same as in (a) above) of Transfer Restricted Securities Listed in Item (3) below:
	(c)	Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Transfer Restricted Securities Listed in Item (3) below are Held:
(2)			Address for Notices to Selling Securityholder:
		Telephone:
		Fax:
		Contact Person:
		Email Address:

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(3)	Beneficial Ownership of Securities:
	Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.

	(a)	Principal amount of Transfer Restricted Securities beneficially owned:
		CUSIP No(s). of such Transfer Restricted Securities:
	(b)	Principal amount of Securities other than Transfer Restricted Securities beneficially owned:
		CUSIP No(s). of such other Securities:
	(c)	Principal amount of Transfer Restricted Securities which the undersigned wishes to be included in the Shelf Registration Statement:
		CUSIP No(s). of such Transfer Restricted Securities:
(4)	Beneficial Ownership of Other Securities of the Company:
	Except as set forth below, the undersigned Selling Securityholder is not the beneficial or registered owner of other securities of the Company, other than the Securities listed above in Item (3).
	State any exceptions here:
(5)	Relationships with the Company:
	Except as set forth below, neither the undersigned Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.
	State any exceptions here:

4

(6)	Plan of Distribution:
	Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents.  Such Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices.  Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options.  In connection with sales of the Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume.  The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.
	State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder’s obligation under Section 3(b) of the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

(i)             To the Company and the Guarantors:

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(ii)            With a copy to:

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State of New York.

6

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated: ______________________

Selling Securityholder
(Print/type full legal name of beneficial owner of Transfer Restricted Securities)
By:
	Name:
	Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:

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Exhibit B

FORM OF NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

[Trustee]
Kinross Gold Corporation
c/o [Trustee Address]

Attention:

Re: Kinross Gold Corporation (the “Company”)

6.250% Senior Notes due 2033 (the “Notes”)

Dear Sirs:

Please be advised that                                                                        has transferred $                                     aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form             (File No.  333-                    ) filed by the Company and the Guarantors.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a “Selling Holder” in the Prospectus dated [●], 20[●] or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner’s name.

Dated:

Very truly yours,
(Name):
By:
	(Authorized Signature)

EX-5.1

Exhibit 5.1

[Sullivan & Cromwell LLP Letterhead]

March 12, 2024

Kinross Gold Corporation,

25 York Street,

17th Floor,

Toronto, Ontario,

Canada M5J 2V5.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933, as amended (the “Act”), of (i) $500,000,000 aggregate principal amount of 6.250% Senior Notes due 2033 (the “New Notes”) of Kinross Gold Corporation, an Ontario corporation (the “Company”), to be issued in exchange for the Company’s outstanding 6.250% Senior Notes due 2033 (the “Initial Notes”), pursuant to the Indenture, dated as of August 22, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, the second supplemental indenture, dated as of September 1, 2016, the third supplemental indenture, dated as of March 25, 2022, and the fourth supplemental indenture, dated as of June 6, 2023 (as supplemented, the “Indenture”), among the Company, the guarantors listed on Annex A hereto (the “Guarantors”) and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), and (ii) the guarantees of the New Notes (the “New Guarantees”) by the Guarantors of the Initial Notes pursuant to the Indenture, we, as your U.S. counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, it is our opinion that, when the combined Registration Statement on Form F-10 and Form S-4 (the “Registration Statement”) has become effective under the Act, when the terms of the New Notes and the New Guarantees and of their issuance and exchange have been duly established in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company or the Guarantors and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or the Guarantors, when the New Notes and New Guarantees have been duly executed and delivered by the Company or the Guarantors, as applicable, and have been authenticated by the Trustee in accordance with the Indenture, and when the New Notes and New Guarantees have been duly issued and exchanged as contemplated in the Registration Statement, (i) the New Notes will constitute valid and legally binding obligations of the Company and (ii) the New Guarantees will constitute valid and legally binding obligations of the respective Guarantors, subject, in each case, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Kinross Gold Corporation -2- 

In rendering the foregoing opinion, we are expressing no opinion as to Federal or state laws relating to fraudulent transfers and we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and exchange of the New Notes and New Guarantees.

The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. In rendering the foregoing opinion we have, with your approval, assumed that (i) the Company has been duly formed and is validly existing under the laws of Ontario, (ii) each Guarantor has been duly formed and is validly existing under the laws of its respective jurisdiction of incorporation or formation, (iii) the Indenture has been duly authorized, executed and delivered by the Company insofar as the laws of Ontario and the Federal laws of Canada are concerned, (iv) the Indenture has been duly authorized, executed and delivered by each Guarantor insofar as the laws of its jurisdiction of incorporation or formation are concerned, (v) the New Notes have been duly authorized, executed, issued and delivered by the Company insofar as the laws of Ontario and the Federal laws of Canada are concerned, (vi) the New Guarantees have been duly authorized, executed and delivered by each Guarantor insofar as the laws of its jurisdiction of incorporation or formation are concerned and (vii) the provisions of the New Notes, the New Guarantees and the Indenture designating the law of the State of New York as the governing law for the New Notes, the New Guarantees and the Indenture are valid and binding upon the Company and each Guarantor insofar as the laws of its respective jurisdiction of incorporation or formation are concerned. We note that with respect to all matters of local law of the jurisdictions listed on Annex B hereto, you are relying upon the opinions of the respective counsel named in Annex B hereto, all of which are also filed as exhibits to the Registration Statement.

Also, we have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee thereunder, an assumption which we have not independently verified.

Kinross Gold Corporation -3- 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading “Validity of Notes and Guarantees” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ SULLIVAN & CROMWELL LLP

Kinross Gold Corporation -4- 

Annex A

Guarantors

Compañía Minera Mantos de Oro

Fairbanks Gold Mining, Inc.

Great Bear Resources Ltd.

KG Mining (Bald Mountain) Inc.

KG Mining (Round Mountain) Inc.

Kinross Brasil Mineração S.A.

Melba Creek Mining, Inc.

Round Mountain Gold Corporation

Kinross Gold Corporation -5- 

Annex B

Local Counsel Opinions

Counsel	Jurisdiction
Holland & Hart LLP	Alaska
Osler, Hoskin & Harcourt LLP	Canada
Philippi Prietocarrizosa Ferrero DU & Uría	Chile
Pinheiro Neto Advogados	Federative Republic of Brazil
Richards, Layton & Finger, P.A.	Delaware

EX-5.2

Exhibit 5.2

Osler, Hoskin & Harcourt llp Box 50, 1 First Canadian Place
Toronto, Ontario, Canada M5X 1B8
416.362.2111 main 416.862.6666 facsimile  

Direct Dial: (416) 862-6647
Our Matter Number: 1242640

Toronto

Montréal

Calgary

Ottawa

Vancouver

New York

March 12, 2024

Kinross Gold Corporation

25 York Street

17th Floor

Toronto, Ontario

Canada M5J 2V5

Ladies and Gentlemen:

We are acting as Canadian counsel to Kinross Gold Corporation (“Kinross”) and as counsel in the Province of British Columbia to Great Bear Resources Ltd. (the “Canadian Guarantor”) in connection with the issuance by Kinross of $500,000,000 aggregate principal amount of 6.250% Notes due 2033 (the “New Notes”).

We understand that Kinross intends to offer to exchange the New Notes for an equivalent principal amount of its outstanding notes issued July 5, 2023, pursuant to an exchange offer registered with the United States Securities and Exchange Commission (“SEC”).

The New Notes will be issued pursuant to an indenture (the “Indenture”) dated as of August 22, 2011, as amended and supplemented, between Kinross, certain subsidiaries of Kinross and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The New Notes will be irrevocably and unconditionally guaranteed by the Canadian Guarantor and other guarantors pursuant to a guarantee to be executed by the Corporation and the Guarantor Subsidiaries (the “Guarantee Agreement”).

A. Documentation

As Canadian counsel for Kinross and the Canadian Guarantor, we have participated in the preparation of the Indenture and the form of Guarantee Agreement.

B. Jurisdiction

We are solicitors qualified to practice law in the Provinces of Ontario and British Columbia. We express no opinion as to any laws or any matters governed by any laws other than the laws of: (a) in the case of paragraphs 1, 3, 4, 5 and 6, the Province of Ontario and the federal laws of Canada applicable therein; and (b) in the case of paragraphs 2, 7 and 8, the Province of British Columbia and the federal laws of Canada applicable therein.

 

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C. Scope of Examinations

In connection with the opinions expressed in this opinion letter, we have considered such questions of law and examined such public and corporate records, certificates and other documents and conducted such other examinations as we have considered necessary.

D. Assumptions and Reliances

We have assumed the legal capacity of all individuals, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies.

In expressing the opinion in the first sentence of paragraph 1, we have relied solely upon a certificate of status dated March 12, 2024, issued by the Ministry of Government and Consumer Services of Ontario, a copy of which has been delivered to you.

In expressing the opinion in the first sentence of paragraph 2, we have relied solely upon a certificate of good standing dated March 12, 2024, issued by the Office of the British Columbia Registrar of Companies, a copy of which has been delivered to you.

To the extent that the opinions expressed in this letter are based on factual matters, we have relied solely upon certificates of an officer of each of Kinross and the Canadian Guarantor (the “Officer’s Certificates”) as to such matters. Copies of the Officer’s Certificates have been delivered to you.

On the basis of the foregoing and subject to the qualifications herein expressed, we are of the opinion that:

1. Kinross is a corporation existing under the laws of the Province of Ontario. There are no restrictions on the power and capacity of Kinross to own property or to carry on business.

2. The Canadian Guarantor is a corporation existing under the laws of the Province of British Columbia. There are no restrictions on the power and capacity of the Canadian Guarantor to own property or to carry on business.

3. The execution and delivery of, and the performance by Kinross of its obligations under, the Indenture and the New Notes has been duly authorized by all necessary action on the part of Kinross.

4. The execution and delivery of, and the performance by the Canadian Guarantor of its obligations under, the Guarantee Agreement has been duly authorized by all necessary action on the part of the Canadian Guarantor.

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5. To the extent that execution and delivery are matters governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein:

(a) the Indenture has been duly executed and delivered by Kinross; and

(b) when the New Notes are issued, executed and delivered by Kinross and authenticated by the Trustee pursuant to the terms and conditions of the Indenture, the New Notes will be duly issued, executed and delivered by Kinross.

6. The execution and delivery by Kinross of, and the performance by it of its obligations under, the Indenture and the New Notes would not, if executed and delivered on the date hereof:

(a) violate any provision of any Canadian federal or provincial law, statute, rule or regulation as presently in effect in the Province; or

(b) conflict with or contravene the constating documents of Kinross.

7. To the extent that execution and delivery are matters governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, when the Guarantee Agreement has been executed and delivered by the Canadian Guarantor, the Guarantee Agreement will be executed and delivered by the Canadian Guarantor.

8. The execution and delivery by the Canadian Guarantor of, and the performance by it of its obligations under, the Guarantee Agreement would not, if executed and delivered on the date hereof:

(a) violate any provision of any Canadian federal or provincial law, statute, rule or regulation as presently in effect in the Province of British Columbia; or

(b) conflict with or contravene the constating documents of the Canadian Guarantor.

This opinion is being delivered to you for your use only in connection with the filing of a Registration Statement (the “Registration Statement”) with respect to the New Notes with the SEC and may not be relied upon by any person other than you and the law firm of Sullivan & Cromwell LLP for purposes of the opinion to be delivered by such firm in connection with the Registration Statement.

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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of Notes and Guarantees” in the prospectus that forms part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933.

Yours very truly,

“Osler, Hoskin & Harcourt LLP”

JRB/AH

EX-5.3

Exhibit 5.3

March 12, 2024

Kinross Gold Corporation

25 York Street, 17th Floor

Toronto, Ontario M5J 2V5

Canada

Ladies and Gentlemen:

We have acted as counsel in the State of Alaska (the “State”) to Melba Creek Mining, Inc., an Alaska corporation (the “Alaska Guarantor”), for the purpose of issuing this opinion in connection with a Registration Statement on Form S-4 (the “Registration Statement”) filed by Kinross Gold Corporation, a corporation existing under the laws of the province of Ontario (the “Company”), and certain other subsidiaries of the Company identified in the Registration Statement, including the Alaska Guarantor (the “Guarantors”), with the Securities and Exchange Commission (the “Commission”) in connection with (a) the issuance by the Company of $500,000,000 aggregate principal amount of 6.250% Senior Notes Due 2033 (the “New Notes”) registered pursuant to the Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for all outstanding 6.250% Senior Notes Due July 5, 2033 issued on July 5, 2023 (the “Original Notes,” and, together with the New Notes, the “Notes”) and (b) the Guarantors’ unconditional guarantee of the payment of the New Notes (the “Guarantee”).

The New Notes will be issued under an Indenture dated as of August 22, 2011 among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee, as supplemented by (a) the First Supplemental Indenture dated as of December 8. 2014 among the Company, Compañia Minera Maricunga, and the Trustee and (b) the Second Supplemental Indenture dated as of September 1, 2016 among the Company, KG Mining (Round Mountain) Inc., KG Mining (Bald Mountain) Inc., KG Far East (Luxembourg) Sàrl, White Ice Ventures Limited, Red Back Mining B.V., Red Back Mining (Ghana) Ltd., and the Trustee, (c) the Third Supplemental Indenture dated as of March 25, 2022 among the Company, Great Bear Resources Ltd. and Computershare Trust Company, N.A. (as successor to Wells Fargo, National Association) and (d) the Fourth Supplemental Indenture dated as of June 6, 2023 among the Company, Compañia Minera Maricunga de Oro and Computershare Trust Company, N.A., as Trustee (the “Trustee”) (collectively, the “Indenture”). The Indenture provides that it, the Guarantee and the Notes are to be governed by, and construed in accordance with, the laws of the State of New York.

Kinross Gold Corporation

March 12, 2024

Page 2

In connection with rendering our opinions hereinafter set forth, we examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

(a)            the executed Indenture;

(b)            the New Notes;

(c)            the form of Guarantee;

(d)            the Articles of Incorporation of the Alaska Guarantor, as amended, certified by the Secretary of the Alaska Guarantor as being true, correct, complete and in full effect on the date of this opinion and on the date that the Original Notes were issued (the “Articles”);

(e)            the amended and restated bylaws of the Alaska Guarantor, certified by the Secretary of the Alaska Guarantor as being true, correct, complete and in full effect on the date of this opinion and on the date that the Original Notes were issued (together with the Articles, the “Charter Documents”);

(f)            the resolutions of the board of directors of the Alaska Guarantor covering the transactions contemplated by the Transaction Documents (defined below), certified by the Secretary of the Alaska Guarantor as being true, correct, complete and in full effect on the date of this opinion and on the date that the Original Notes were issued (the “Resolutions”); and

(g)            a certificate of the Secretary of the Alaska Guarantor of even date herewith delivered to us in connection with our issuance of this opinion, certifying as to the matters set forth in items (b) through (d) above and as to the execution and delivery of the Indenture by the Alaska Guarantor (the “Secretary’s Certificate”).

The Indenture, the New Notes and the Guarantee are referred to together in this opinion as the “Transaction Documents.”

In such examination, we have assumed (i) the genuineness of all signatures, (ii) the legal capacity of natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (v) that the Transaction Documents were duly authorized, executed and delivered by the parties thereto, except as we have specifically opined herein with respect to the Alaska Guarantor, (vi) that neither the Alaska Guarantor nor its assets is subject to any court or administrative order, decree, judgment, writ, injunction, contract, agreement, instrument or other document that would prohibit or limit the Alaska Guarantor from executing or delivering, or performing its obligations under, the Transaction Documents to which it is a party, and (vi) that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and that the New Notes will be duly authorized, executed and delivered by the Company and will be issued and exchanged in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement.

Kinross Gold Corporation

March 12, 2024

Page 3

We have made such investigation of the laws of the State as we have deemed necessary or appropriate as a basis for the opinions set forth below. With respect to facts relevant to our opinions herein, we have relied, without independent investigation or verification, on certifications of the Secretary of the Alaska Guarantor set forth in the Secretary’s Certificate, and have assumed that all such certifications of fact are true, accurate and complete.  With respect to our opinion in paragraph 4 below as to the execution and delivery of the Indenture by the Alaska Guarantor, we have relied exclusively on the Secretary Certificate.

Based upon the foregoing and subject to the limitations, qualifications, exceptions, exclusions and assumptions set forth herein, we are of the opinion that:

1.             The Alaska Guarantor is a corporation validly existing and in good standing under the laws of the State.

2.             The Alaska Guarantor has the corporate power to execute and deliver the Transaction Documents to which it is a party.

3.             All necessary action has been taken on the part of the Alaska Guarantor to authorize the Alaska Guarantor’s execution and delivery of the Transaction Documents to which it is a party.

4.             The Transaction Documents to which the Alaska Guarantor is a party have been executed and delivered by the Alaska Guarantor.

Our opinions are subject to the following further exceptions, exclusions, limitations, assumptions and qualifications:

(a)            We render no opinion regarding the enforceability of the Transaction Documents; and

(b)            The opinions expressed herein are limited in all respects to the laws of the State, and we are expressing no opinion as to the effect of the federal laws of the United States of America or the laws of any other jurisdiction, domestic or foreign.

This opinion letter is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein. This opinion is provided as a legal opinion only, effective as of the date of this letter, is not a guaranty or representations of fact, and should not be construed or relied on as such. We understand that the addressee has made such independent investigations of the facts as the addressee deemed necessary, and that the determination of the extent of that investigation that is necessary has been made independent of this opinion letter.

Kinross Gold Corporation

March 12, 2024

Page 4

This opinion letter is given as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws that may hereafter occur.

We consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to our firm under the caption “Validity of Notes and Guarantees” in the Prospectus forming part of the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ HOLLAND & HART LLP

EX-5.4

Exhibit 5.4

 

 

São Paulo, March 12, 2024

TO:

Kinross Gold Corporation

25 York Street, 17^th Floor

Toronto, Ontario, Canada

M5J2V5

REF:

Kinross Brasil Mineração S.A.

Ladies and Gentlemen:

1.            We have been requested to give our legal opinion, acting as Brazilian counsel to Kinross Brasil Mineração S.A. (“KBM”), in connection with a registration statement on Form F-10 and Form S-4 filed with the United States Securities and Exchange Commission (the “SEC”) on March 12, 2024 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933 of the offer to exchange all outstanding 6.250% Senior Notes due 2033 issued on July 5, 2023 for up to US$500,000,000 Aggregate Principal Amount of Registered 6.250% Senior Notes due 2033 (the “New Notes”) of Kinross Gold Corporation (“Kinross”), unconditionally guaranteed by certain subsidiaries of Kinross, including KBM (together, the “Guarantors”), pursuant to that certain Indenture dated as of August 22, 2011 among Kinross, as issuer, Wells Fargo Bank, National Association, as trustee, and several guarantors, including KBM, as supplemented by the First Supplemental Indenture, dated as of December 8, 2014, the Second Supplemental Indenture, dated as of September 1^st, 2016, the Third Supplemental Indenture, dated as of March 25, 2022, and the Fourth Supplemental Indenture, dated as of June 6, 2023 (“Exchange Offer”).

 

2.            In this capacity, we have examined:

(i)            the Indenture, dated as of August 22, 2011, entered into by and among Kinross, as issuer, Wells Fargo Bank, National Association, as trustee, and several guarantors, including KBM (the “Original Indenture”);

(ii)            the First Supplemental Indenture, dated as of December 8, 2014, entered into by and among Kinross, Wells Fargo Bank, National Association, as trustee, and Compañia Minera Maricunga, as guarantor (the “First Supplemental Indenture”);

(iii)          the Second Supplemental Indenture, dated as of September 1^st, 2016, entered into by and among Kinross, Wells Fargo Bank, National Association, as trustee, and several guarantors (the “Second Supplemental Indenture”);

(iv)            the Third Supplemental Indenture, dated as of March 25, 2022, entered into by and among Kinross, Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee, and Great Bear Resources Ltd., as guarantor (the “Third Supplemental Indenture”);

(v)            the Fourth Supplemental Indenture, dated as of June 6, 2023, entered into by and among Issuer, Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee, and Compañía Minera Mantos de Oro, as guarantor (the “Fourth Supplemental Indenture”, and, the Original Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”);

(vi)            the Registration Statement;

(vii)            a form of guarantee (the “Guarantee”);

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(viii)            the minutes of the General Shareholders’ Meeting of KBM held on December 20, 2023, and the bylaws of KBM;

(ix)            the minutes of the General Shareholders’ Meeting of KBM, held on June 21, 2023;

(x)            the minutes of the General Shareholders’ Meeting of KBM held on January 8, 2024; and

(xi)            the minutes of the General Shareholders' Meeting of KBM held on March 8, 2024; and

(xii)            other documents and information we deemed necessary in connection with the Exchange Offer.

3.            In such examination, we have assumed (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies; (iii) that where a document has been examined by us in a draft or unexecuted form, it will be or has been executed an/or filed in the form of that draft or unexecuted form, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; (iv) that all documents have been validly authorized, executed and delivered by all of the parties thereto, other than KBM; (v) that there is no agreement or arrangement of any of the parties to the documents set out in paragraph 2 above which may modify, affect or supersede any of the terms thereof; (vi) that the performance thereof is within the capacity and powers of Kinross and other parties mentioned in paragraph 2 above, other than KBM; (vii) the validity of the documents set out in paragraph 2 above under any law other than the laws of the Federative Republic of Brazil (“Brazil”); (viii) that there is no provision of the law of any jurisdiction other than Brazil which has any implication in relation to the opinion expressed herein; and (ix) the validity and enforceability of the documents set out in paragraph 2 above under the laws of the State of New York or any other law other than the laws of Brazil and, insofar as any obligation incurred under any of the documents set out in paragraph 2 above is to be performed in or is otherwise subject to any jurisdiction outside Brazil, such performance will not be unlawful under the laws of that jurisdiction. We have relied, as to factual matters, on the documents we have examined.

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4.            We are qualified to practice in Brazil, and the opinions stated herein relate only to the laws of Brazil as in force at the date hereof. We express no opinion as to any laws other than the laws of Brazil and we have assumed that there is nothing in any other law that affects our opinion. In particular, we have made no independent investigation of the laws of the United States of America or any laws other than the laws of Brazil as a basis for the opinions stated herein and do not express or imply any opinion on such laws.

5.            Based upon the foregoing, and having regard for such legal considerations as we deem relevant and, subject to the qualifications set out below, we are of the opinion that:

(a)            KBM is a corporation (sociedade anônima), duly organized, validly existing and in good standing under the laws of Brazil;

(b)            KBM has full corporate power and authority to execute and deliver the Indenture and the Guarantee, to undertake and to perform the obligations expressed to be assumed by it therein;

(c)            the execution and delivery of the Indenture and the Guarantee and the performance by KBM of its obligations under the said documents do not contravene the organizational documents of KBM nor any law, decree, rule or regulation to which KBM is subject to in Brazil;

(d)            the Indenture has been duly authorized, executed and delivered by KBM and, assuming due authorization, execution and delivery by the other parties thereto and the legality and validity of the Indenture under New York State law, constitutes valid and legally binding obligations of KBM, enforceable against KBM in accordance with its terms;

(e)            the issuance of the Guarantee has been duly authorized and when duly executed and delivered by or on behalf of KBM, assuming (i) due authorization, execution and delivery by the other parties thereto and the legality and validity of the Indenture under New York State law and (ii) that the representative of KBM that will execute the Guarantee will have been duly appointed and vested with full powers to represent KBM in this context, will constitute valid and legally binding obligations of KBM, enforceable against KBM in accordance with its terms;

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(f)            no authorization, approval or other action, except as provided in paragraph 6 of this opinion, is required under the Brazilian law or the organizational documents of KBM to (i) enable KBM to carry out its obligations under the Indenture and the Guarantee, and (ii) ensure that the obligations of KBM under the Indenture and the Guarantee are valid, legally binding and enforceable;

(g)            there are no stamp or registration duties or similar taxes or charges payable in respect of either the execution, delivery, performance or enforcement of the Indenture and the Guarantee in Brazil or to render it admissible in evidence, except for (i) the costs to be incurred in connection with the sworn translation and registration of relevant documentation in the registry of deeds and documents in Brazil; and (ii) for certain court costs and deposits to guarantee judgment which may be due, in the event that any suit is brought against KBM in Brazil, as further detailed in paragraph 6 of this opinion;

(h)            KBM, as well as its properties, assets and revenues, are not entitled to immunity from suit, execution, attachment or other legal process in Brazil, according to Brazilian law;

(i)            As there is no specific legal provision dealing with the imposition of withholding income tax on payments made by Brazilian sources to non-resident beneficiaries under guarantees and no uniform decision from the Brazilian courts, there is a risk that tax authorities will take the position that the funds remitted by KBM to the Non-Resident holders may be subject to the imposition of withholding income tax at a general 15% rate, or at a 25% rate, if the Non-Resident holder is located in a Low or Nil Tax Jurisdiction as further detailed below. Arguments exist to sustain that (a) payments made under the guarantee structure should be subject to imposition of withholding income tax according to the nature of the guaranteed payment, in which case only interest and fees should be subject to taxation at the rates of 15% or 25%, in cases of beneficiaries located in Low or Nil Tax Jurisdictions; or (b) that payments made under guarantee by Brazilian sources to non-resident beneficiaries should not be subject to the imposition of withholding income tax, to the extent that they should qualify as a credit transaction by the Brazilian party to the borrower. The imposition of withholding income tax under these circumstances has not been settled by the Brazilian courts. A Low or Nil Tax Jurisdiction is defined by Brazilian tax laws as a country in which income is either tax-exempt or subject to an income tax rate capped at 20% (or 17%, provided certain requirements set forth in Brazilian tax regulations are met) or where the laws of that country or location impose restrictions on the disclosure of (i) shareholding composition; or (ii) the ownership of the investment; or (iii) the beneficial ownership of income paid to non-resident persons; and specifically with respect to payments made by KBM under the New Notes, the settlement of exchange transactions for the outflow of funds will be subject to the IOF/Exchange tax at the general rate of 0.38%;

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(j)            any judgment obtained in a U.S. federal or New York state court of competent jurisdiction sitting in New York city arising out of or in relation to the obligations of KBM under the Indenture and the Guarantee or the transactions contemplated thereby, including any judgment for a fixed or readily calculable sum of money, will be enforceable against KBM and/or each of the other parties to the Indenture and the Guarantee and will be recognized in Brazil without reconsideration of the merits, upon confirmation of that judgment by the Brazilian Superior Court of Justice; such confirmation shall be provided if the judgment fulfills the requirements described in paragraph 6(b) below;

(k)            any judgment against KBM in respect of the Indenture and the Guarantee that is obtained or enforced in a Brazilian court would be expressed in the Brazilian currency equivalent to the amount awarded in the specified currency at the exchange rate prevailing on the date that the payment is actually made, subject to the comments and qualifications indicated in paragraph 6(k) below;

(l)            the Indenture and the Guarantee are in proper legal form under the laws of Brazil and, upon compliance with the requirements indicated in paragraph 6(b) below, will be in proper legal form for enforcement against KBM in the courts of Brazil and it is not necessary, to ensure the legality, validity, enforceability or admissibility in evidence of the Indenture and the Guarantee in Brazil or any political subdivision thereof, that they be filed or recorded or enrolled with any court or other authority in Brazil or any political subdivision thereof or that any stamp, registration or similar tax be paid in Brazil or any political subdivision thereof;

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(m)            the governing law clauses subjecting the Indenture and the Guarantee to the laws of the State of New York is a valid choice of law under the laws of Brazil; and

(n)            KBM has the legal capacity to sue and be sued in its own name under the laws of Brazil; the submission of KBM to the exclusive jurisdiction of any federal or state court sitting in the State of New York, County of New York is legal, valid and binding under the laws of Brazil, assuming validity under the laws of the State of New York.

6.            The foregoing opinions are subject to the following additional comments and qualifications:

(a)            notwithstanding the Indenture and the Guarantee being expressed to be governed by the laws of the State of New York, such laws will only be recognized and enforced in Brazil if they are not against Brazilian national sovereignty, public policy or dignity of the human person;

(b)            any judgment obtained in a U.S. federal or New York state court of competent jurisdiction sitting in New York city arising out of or in relation to the obligations of KBM under the Indenture, the Guarantee or the transactions contemplated thereby, including any judgment for a fixed or readily calculable sum of money, will be enforceable against KBM and/or each of the other parties to the Indenture and the Guarantee and will be recognized in Brazil without reconsideration of the merits, upon confirmation of that judgment by the Brazilian Superior Court of Justice (Superior Tribunal de Justiça); such confirmation shall be provided if the judgment: (i) fulfills all formalities required for its enforceability under the laws of the non-Brazilian courts; (ii) is rendered by a competent court after proper service of process on the parties, which service must comply with Brazilian Law if made in Brazil, or after sufficient evidence of the parties’ absence has been given, as required by applicable law; (iii) is not subject to appeal; (iv) is apostilled by a competent authority of the United States of America, which is a signatory of the Hague Convention of 5 October 1961 (“Apostille Convention”); (v) is translated into Portuguese by a certified translator; and (vi) does not violate Brazilian national sovereignty, public policy, or dignity of the human person (as provided for in Article 17 of Decree Law No. 4,657/42);

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(c)            the principles of Brazilian law that govern the invalidity of the acts and obligations are considered principles of public order and cannot be altered or waived by the parties thereto; under Brazilian law, a guaranty is considered an ancillary obligation to the underlying obligation and the Brazilian Civil Code (Law No. 10.406, of January 10, 2002, as amended) establishes, in Article 184, that the invalidity of the principal obligation causes the invalidity of the ancillary obligation; therefore, a judgment obtained in a court outside Brazil against a guarantor aiming at the enforcement of a guaranty in respect of obligations declared void in a court of law applying the laws of the State of New York may not be confirmed by the Brazilian Superior Court of Justice (Superior Tribunal de Justiça);

(d)            our opinions as to enforceability set forth in this opinion letter may be limited by (i) unavailability of specific performance and summary judgment (processo executivo); and (ii) bankruptcy, insolvency, fraudulent transfer, judicial and extrajudicial reorganization proceedings, moratorium, liquidation and other laws of general application relating to or affecting the rights of creditors. Under Brazilian law, the priority of claims against a bankrupt company in Brazil shall be determined by law and may not be freely modified by creditors or the debtor. Under Brazilian applicable bankruptcy laws, claims in bankruptcy shall be classified in the following order of priority: (A) claims related to employment, limited to 150 minimum wage per employee (claims for damages caused by accidents at work will be paid with the same priority without any cap limitation); (B) secured claims, up to the value of the secured asset; (C) tax and social security claims, except for tax penalties and credits arising from the judicial and extrajudicial reorganization proceedings; (D) claims enjoying special privilege; (E) claims enjoying general privilege; (F) ordinary claims, including also labor claims exceeding the amount indicated in item (A) above; (G) contractual penalties and monetary penalties for breach of criminal or administrative laws, including also tax penalties; (H) subordinated claims; and (I) interest accrued after the filing for bankruptcy. Claims for expenses incurred by the bankrupt estate, obligations resulting from acts validly performed either during judicial corporate restructuring or after bankruptcy, as well as tax claims due to triggering events occurred after bankruptcy, as well as post-petition credits or loans, goods or services granted to the debtor after the filing for judicial reorganization, shall have priority in payment over the aforesaid claims. The constitutionality of both the limitation to 150 minimum wage per employee under claims for employment (item (A) above) and the priority of obligations resulting from acts validly performed either during judicial corporate restructuring or after bankruptcy are currently under dispute before the Brazilian Federal Supreme Court, and no decision has been granted in connection with such lawsuit;

8 

 

(e)            in the event that any suit is brought against KBM in Brazil, any plaintiff not resident in Brazil will be required to place a bond as security for court costs and for third party attorney’s fees if it does not possess any real property in Brazil, in accordance with Article 83 of the Brazilian Civil Procedure Code (Law No. 13.105, of March 16, 2015, as amended), except in case of collection claims based on an instrument (which do not include the notes issued hereunder) that may be enforced in Brazilian courts without the review of its merit (título executivo extrajudicial) or counterclaims as established under Article 83, §1°, II, of the Brazilian Civil Procedure Code;

(f)            any documents in foreign language (including, without limitation, documents relating to any foreign judgment) to be admitted in Brazilian courts or any other Brazilian public authority will have to be translated into the Portuguese language by a certified translator;

(g)            subject to paragraph 6(h) below with respect to any power of attorney or document appointing an agent for service of process in Brazil, to ensure the legality, validity, enforceability or admissibility in evidence of the Indenture and the Guarantee before Brazilian courts, either (i) (A) they and any related documents thereto in any foreign language must be translated into the Portuguese language by a certified translator, and (B) they and their related documents (together with the respective certified translation) must be registered with the registry of titles and deeds having jurisdiction over the place where the head office of KBM is located, which registration can be made at any time before judicial enforcement in Brazil; or (ii) (A) the signature, capacity and, where appropriate, the identity of the seal or stamp of such notary public must be apostilled by a competent authority of the State from which the document emanates according to the Apostille Convention, except for documents emanated from a State that is not a signatory of the Apostille Convention, which require notarization and the subsequent legalization (authentication) of the signature of such notary, and (B) they and any related documents thereto in any foreign language must be translated into the Portuguese language by a certified translator;

9 

 

(h)            to ensure the legality, validity, enforceability or admissibility in evidence before Brazilian courts of any power of attorney or document appointing an agent for service of process in Brazil, if any, (i) the signature of the parties thereto signing in Brazil must be notarized by a notary public in Brazil, and (ii) the signatures of the parties thereto signing outside Brazil must be notarized by a notary public licensed to act as such under the laws of the place of signing and the signature, capacity and, where appropriate, the identity of the seal or stamp of such notary public must be apostilled by a competent authority of the State from which the document emanates according to the Apostille Convention, except for documents emanated from a State that is not a signatory to the Apostille Convention, which require notarization and the subsequent legalization (authentication) of the signature of such notary. Any document in foreign language must be translated into the Portuguese language by a certified translator and, if not apostilled by a competent authority according to the Apostille Convention, registered (together with the respective certified translation) with the appropriate registry of titles and deeds, which registration can be made at any time before judicial enforcement in Brazil;

(i)            in the event that any suit is brought against KBM in Brazil, certain court costs and deposits to guarantee judgement may be due, and service of process upon KBM must be effected in accordance with Brazilian law;

(j)            under Brazilian law, injunction relief is in the discretion of courts, and may not necessarily be granted;

(k)            any judgment obtained against KBM in the courts of Brazil in respect of any sum payable by such party under the Indenture and/or the Guarantee will be expressed in the Brazilian currency equivalent to the foreign currency amount awarded. Accordingly, in case of bankruptcy, all credits denominated in foreign currency shall be converted into Brazilian currency at the prevailing rate on the date of declaration of bankruptcy by the judge. In any case, further registry with the Central Bank may be required for the conversion of such Brazilian currency-denominated amount into foreign currency and for its remittance abroad;

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(l)            this opinion is limited to the matters expressly stated herein and does not extend to, and is not to be read as extended by implication to, any other matters in connection with the Indenture and/or the Guarantee or the transactions or documents referred to therein; and

(m)            in rendering the opinion set forth herein, we note that any conclusion on any particular issue is not a guaranty or prediction of what a court would hold but, rather, sets forth our conclusions as to what would or should be the proper result for a court to reach in a properly presented and decided case in which the facts and assumptions relied on herein are established.

7.            This opinion is issued solely for the benefit of Kinross Gold Corporation in connection with the filing of the Registration Statement with the SEC and may not be relied upon by any person other than Kinross Gold Corporation and the law firm of Sullivan & Cromwell LLP for purposes of the opinion to be delivered by such firm in connection with the Registration Statement.

8.            This letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you or any other person who is permitted to rely on the opinions expressed herein as specified above of any development or circumstance of any kind including any change of law or fact that may occur after the date of this letter even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this letter.

9.            This letter will be governed by and construed in accordance with the laws of Brazil in effect on the date hereof.

10.            We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of Notes and Guarantees” in the prospectus that forms part of the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1993 or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

Pinheiro Neto Advogados

By

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EX-5.5

Exhibit 5.5

Richards, Layton & Finger, P.A. Letterhead

March 12, 2024

Kinross Gold Corporation

25 York Street, 17^th Floor

Toronto, Ontario

Canada M5J 2V5

Ladies and Gentlemen:

We are acting as special Delaware counsel to Fairbanks Gold Mining, Inc., a Delaware corporation (“FGM”), Round Mountain Gold Corporation, a Delaware corporation (“RMGC”), KG Mining (Bald Mountain) Inc., a Delaware corporation (“KGMBM”), and KG Mining (Round Mountain) Inc., a Delaware corporation (“KGMRM,” and together with FGM, RMGC, and KGMBM, the “Companies”), in connection with the Guarantee (as defined below). In this connection you have requested our opinions as to certain matters of Delaware law.

For the purpose of rendering our opinions as expressed herein, we have been furnished and have reviewed the following documents:

(i)            the Certificate of Incorporation of FGM, as filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on August 6, 1991, as amended by the Certificate of Merger of FGM, as filed with the Secretary of State on January 6, 1992, as amended by the Certificate of Amendment of FGM, as filed with the Secretary of State on February 28, 1992, as amended by the Certificates of Merger of FGM, as filed with the Secretary of State on April 30, 1992 and December 21, 2000, respectively, as amended by the Certificates of Change of Registered Agent and/or Registered Office of FGM, as filed with the Secretary of State on June 27, 2011 and March 23, 2018, respectively (collectively, the “FGM Certificate of Incorporation”);

(ii)           the Certificate of Incorporation of RMGC, as filed with the Secretary of State on June 10, 1985, as amended by the Certificates of Amendment of RMGC, as filed with the Secretary of State on September 30, 1985 and September 21, 1993, respectively, as amended by the Certificates of Change of Registered Agent and/or Registered Office of RMGC, as filed with the Secretary of State on June 27, 2011 and March 23, 2018, respectively, as amended by the Certificate of Amendment, as filed with the Secretary of State on September 25, 2018 (collectively, the “RMGC Certificate of Incorporation”);

(iii)          the Certificate of Incorporation of KGMBM, as filed with the Secretary of State on November 6, 2015, as amended by the Certificate of Change of Registered Agent and/or Registered Office of KGMBM, as filed with the Secretary of State on March 23, 2018 (collectively, the “KGMBM Certificate of Incorporation”);

Kinross Gold Corporation

March 12, 2024

Page 2

(iv)          the Certificate of Incorporation of KGMRM, as filed with the Secretary of State on November 6, 2015, as amended by the Certificate of Change of Registered Agent and/or Registered Office of KGMRM, as filed with the Secretary of State on March 23, 2018 (collectively, the “KGMRM Certificate of Incorporation” and, together with the FGM Certificate of Incorporation, the RMGC Certificate of Incorporation and the KGMBM Certificate of Incorporation, the “Certificates of Incorporation”);

(v)           the Amended and Restated Bylaws of FGM, as in effect since August 15, 2011 (the “FGM Bylaws”);

(vi)          the Amended and Restated Bylaws of RMGC, as in effect since August 15, 2011 (the “RMGC Bylaws”);

(vii)         the Bylaws of KGMBM, as in effect since August 22, 2016 (the “KGMBM Bylaws”);

(viii)        the Bylaws of KGMRM, as in effect since August 19, 2016 (the “KGMRM Bylaws,” and collectively with the FGM Bylaws, the RMGC Bylaws and the KGMBM Bylaws, the “Bylaws”);

(ix)          the Indenture, dated as of August 22, 2011, among Kinross Gold Corporation (“KCG”), as Issuer, Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association) (the “Trustee”), as Trustee, and certain other parties thereto, as Guarantors (the “Original Indenture”), as supplemented by the First Supplemental Indenture, dated as of December 8, 2014, among KCG, Compañia Minera Maricunga, as Guarantor, and the Trustee (the “First Supplement”), as supplemented by the Second Supplemental Indenture, dated as of September 1, 2016, among KCG, the Trustee and the New Guarantors (as defined therein) (the “Second Supplement”), as supplemented by the Third Supplemental Indenture, dated as of March 25, 2022, among KCG, Great Bear Resources Ltd. and the Trustee (the “Third Supplement”), as supplemented by the Fourth Supplemental Indenture, dated as of June 6, 2023, among KCG, Compañía Minera Mantos de Oro and the Trustee (the “Fourth Supplement” and, collectively with the Original Indenture, the First Supplement, the Second Supplement and the Third Supplement, the “Indenture”);

(x)           the form of Guarantee to be executed by each of the Guarantors (as defined therein) (the “Guarantee”);

(xi)          the resolutions of the Board of Directors of FGM adopted at the meeting of the Board of Directors of FGM held on August 15, 2011 (the “2011 FGM Board Resolutions”);

(xii)         the resolutions of the Board of Directors of RMGC adopted at the meeting of the Board of Directors of RMGC held on August 15, 2011 (the “2011 RMGC Board Resolutions”);

(xiii)        the Unanimous Consent of the Board of Directors of KGMBM, dated August 22, 2016 (the “2016 KGMBM Board Resolutions”);

Kinross Gold Corporation

March 12, 2024

Page 3

(xiv)        the Unanimous Consent of the Board of Directors of KGMRM, dated August 19, 2016 (the “2016 KGMRM Board Resolutions”);

(xv)         the Unanimous Consent of the Board of Directors of FGM, dated May 24, 2023 (the “2024 FGM Board Resolutions”);

(xvi)         the Unanimous Consent of the Board of Directors of RMGC, dated May 24, 2023 (the “2024 RMGC Board Resolutions”);

(xvii)        the Unanimous Consent of the Board of Directors of KGMBM, dated May 24, 2023 (the “2024 KGMBM Board Resolutions”);

(xviii)       the Unanimous Consent of the Board of Directors of KGMRM, dated May 24, 2023 (the “2024 KGMRM Board Resolutions” and, collectively with the 2011 FGM Board Resolutions, the 2011 RMGC Board Resolutions, the 2016 KGMBM Board Resolutions, the 2016 KGMRM Board Resolutions, the 2024 FGM Board Resolutions, the 2024 RMGC Board Resolutions and the 2024 KGMBM Board Resolutions, the “Board Resolutions”);

(xix)          a separate certificate of an officer (each an “Officer’s Certificate”) of each of the Companies, dated the date hereof, as to certain matters; and

(xx)          a separate Certificate of Good Standing for each of the Companies, dated the date hereof, obtained from the Secretary of State.

With respect to the foregoing documents, we have assumed: (a) the genuineness of all signatures, and the incumbency, authority, legal right and power and legal capacity under all applicable laws and regulations, of each of the officers and other persons and entities signing or whose signatures appear upon each of said documents as or on behalf of the parties thereto (except as relates to the incumbency, authority, legal right and power of the Companies); (b) the authenticity of all documents submitted to us as originals; (c) the conformity to authentic originals of all documents submitted to us as certified, conformed, photostatic, electronic or other copies; (d) that the foregoing documents, in the forms submitted to us for our review, have not been and will not be altered or amended in any respect material to our opinions as expressed herein; and (e) the form of Guarantee submitted to us will be duly completed in a manner consistent with the opinions stated herein. We have not reviewed any document other than the documents listed above for purposes of rendering our opinions as expressed herein, and we assume that there exists no provision of any such other document that bears upon or is inconsistent with our opinions as expressed herein. In addition, we have conducted no independent factual investigation of our own, but rather have relied solely upon the foregoing documents furnished for our review as listed above, the statements of facts and factual information set forth in said documents, and the additional matters recited or assumed herein, all of which we assume to be true, complete and accurate in all material respects.

Kinross Gold Corporation

March 12, 2024

Page 4

In addition to the foregoing, for purposes of rendering our opinions as expressed herein, we have assumed:

(1)            that, except to the extent opined to in opinion paragraph 1 below, each of the parties to the Guarantee is (and will be at the time the Guarantee is entered into) duly organized, validly existing and in good standing under the laws of the jurisdiction governing its organization;

(2)            that, except to the extent opined to in opinion paragraph 2 below, each of the parties to the Guarantee has (and will have at the time it enters into the Guarantee) the power and authority to execute and deliver the Guarantee and to perform its obligations thereunder;

(3)            that, except to the extent opined to in opinion paragraphs 3 and 4 below, the Guarantee has been (and will be at the time the Guarantee is entered into) duly authorized, executed and delivered by each of the parties thereto;

(4)            that the Guarantee constitutes (and at the time the Guarantee is entered into will constitute) a legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms;

(5)            that the due authorization, execution and delivery of the Guarantee by each of the Companies did not or will not, and the consummation of the transactions contemplated thereby will not, violate or conflict with any provision of any judgment, order, writ, injunction or decree of any court or governmental authority, or violate or result in a breach of or constitute a default or require any consent (other than such consents as have been duly obtained) under, any provision of any other agreement, contract, instrument or obligation to which any of the Companies is a party or by which any of the Companies or any of its properties is bound;

(6)            that the negotiation, preparation and execution of the Guarantee have not occurred or will not occur within the State of Delaware, none of the transactions contemplated by the Guarantee, nor any other transactions and other documents relating to the subject matter thereof, have occurred or will occur in the State of Delaware, no payment pursuant to the Guarantee has been or will be made or received within the State of Delaware, and, except for the maintenance of the office of its respective registered agent, none of the Companies, directly or indirectly through its subsidiaries, derives any income from or connected with sources within the State of Delaware, is registered to or conducts any business in the State of Delaware, or has any assets, activities, offices or employees in the State of Delaware; and

(7)            that the Guarantee is (and will be at the time the Guarantee is entered into) necessary and convenient to the conduct, promotion or attainment of the business of each of the Companies.

Based upon and subject to the foregoing and upon our review of such matters of law as we have deemed necessary and appropriate to render our opinions as expressed herein, and subject to the assumptions, exceptions, limitations and qualifications set forth herein, it is our opinion that:

1.            Each of the Companies is duly incorporated, validly existing and in good standing as a corporation under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

Kinross Gold Corporation

March 12, 2024

Page 5

2.            Each of the Companies has all requisite power and authority under its respective Certificate of Incorporation and Bylaws and the General Corporation Law to execute and deliver the Guarantee and to perform its obligations thereunder.

3.            The execution and delivery of the Guarantee by each of the Companies, and the performance by each of the Companies of its obligations thereunder, have been duly authorized by all necessary action on the part of such Company under its respective Certificate of Incorporation and Bylaws and the General Corporation Law.

4.            To the extent Delaware law is applicable, the Guarantee will be duly executed by each of the Companies when executed by an authorized officer of each Company.

5.            The execution and delivery of the Guarantee by each of the Companies, and the performance by each of the Companies of its obligations thereunder, will not violate its respective Certificate of Incorporation or Bylaws or the General Corporation Law.

The foregoing opinions are subject to the following limitations, exceptions and qualifications:

A.            We are admitted to practice law in the State of Delaware and do not hold ourselves out as being experts on the law of any other jurisdiction. The foregoing opinions are limited to the laws of the State of Delaware currently in effect, and we have not considered and express no opinion on the effect of the laws of any other state or jurisdiction, including state or federal laws relating to securities or other federal laws, or the rules and regulations of stock exchanges or of any other regulatory body. In addition, we have not considered and express no opinion as to the applicability of or any compliance with the Delaware Securities Act, 6 Del. C. § 73-101 et seq., or any rules or regulations promulgated thereunder.

B.            Our opinions as set forth above do not encompass any agreement or document referred to, annexed or attached to or incorporated by reference into the Guarantee.

The foregoing opinions are rendered solely for your benefit in connection with the matters addressed herein and, without our prior written consent, may not be relied upon by such persons for any other purpose or be furnished or quoted to, or be relied upon by, any other person or entity for any other purpose. This opinion speaks only as of the date hereof, and we shall have no obligation to update this opinion in any respect after the date hereof, including with respect to changes in law occurring on or after the date hereof.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

MJG/JJV

EX-5.6

Exhibit 5.6

March 12, 2024

Kinross Gold Corporation

25 York Street, 17th Floor

Toronto, Ontario M5J 2V5

Canada

Ladies and Gentlemen,

We have acted as special Chilean counsel to Compañía Minera Mantos de Oro (the “Company”), in connection with the issuance by Kinross Gold Corporation (“Kinross”) of $500,000,000 aggregate principal amount of 6.250% Notes due 2033 (the “New Notes”) and the Guarantee (as defined below). We understand that Kinross intends to offer to exchange the New Notes for an equivalent principal amount of its outstanding notes issued July 5, 2023, pursuant to an exchange offer registered with the United States Securities and Exchange Commission (the “SEC”).

For the purpose of rendering this opinion, we have examined the following instruments and deeds (together, the “Opinion Documents”):

(a) the Indenture, dated as of August 22, 2011, as supplemented by the First Supplemental Indenture, dated as of December 8, 2014, the Second Supplemental Indenture, dated as of September 1, 2016, the Third Supplemental Indenture, dated as of March 25, 2022, and the Fourth Supplemental Indenture, dated as of June 6, 2023, among Kinross, the Company, the other Guarantors and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee;

(b) a form of guarantee agreement, among Kinross, the Company and the other Guarantors, relating to the New Notes (the “Guarantee”);

(c) the constituting organizational deeds (estatutos sociales) and bylaws of the Company;

(d) the Inscripción con Vigencia (registration and good standing certificate) of the Company dated February 28, 2024, issued by the Mining Registrar of Santiago (Conservador de Minas de Santiago); and

(e) the shareholders’ and board of directors’ resolutions of the Company dated May 29, 2023, which authorized, among others, the execution of the Opinion Documents.

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We have reviewed and, as to questions of fact, relied upon such other documents, instruments and other certificates of public officials, officers and representatives of the Company, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.

In rendering this opinion, we have assumed and have not independently verified (i) that the signatures on all the documents that we have examined are genuine; (ii) the legal capacity of all natural persons; (iii) the authenticity of all documents and records submitted to us as originals and the conformity to the originals of all documents and records submitted to us as copies; and (iv) that the resolution passed by the board of directors and shareholders of the Company approving the execution of the Opinion Documents have not been revoked or otherwise rendered without legal effect.

Based upon the foregoing and upon such investigation as we have deemed necessary, we are of the opinion, subject to certain qualifications expressed herein below that:

1.            The Company is duly incorporated as a contractual mining company (sociedad contractual minera) validly existing and in good standing under the laws of the Republic of Chile.

2.            The Company has all requisite corporate power and authority to execute, deliver, consent, and perform each of its obligations under the Opinion Documents.

3.            The Opinion Documents have been duly and validly authorized, executed and delivered or consented by the Company and constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

4.            The Opinion Documents are in proper legal form under Chilean law for the enforcement thereof under such laws. All formalities required in the Republic of Chile for the validity and enforceability of the Opinion Documents executed on or before the date hereof (including, without limitation, any necessary notarization, registration, recording or filing with any court or other government authority in the Republic of Chile) have been accomplished for the validity and enforceability thereof, except that, in order for any Opinion Document executed in a language other than Spanish to be admissible in evidence in judicial proceedings in a Chilean court, it would first have to be translated into the Spanish language (if the translation was submitted by a party to the judicial proceeding and is contested by any other party to the same proceeding, a translator would be appointed by the court to resolve the incident), unless (i) executed in Spanish by all the parties thereto; or (ii) the submission of documents in English is allowed under the corresponding court proceeding without the need of translations. This procedure could be carried out in relation to any document issued or executed in a language other than Spanish at any time prior to such document being admitted as evidence in a proceeding held in Chilean courts.

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5.            There is no tax, levy, impost, deduction, charge or withholding imposed by any governmental authority of the Republic of Chile either (i) on or by virtue of the execution, delivery, performance, enforcement or admissibility into evidence of the Opinion Documents or (ii) on any payment to be made by the Company pursuant to the Opinion Documents, except for (x) a withholding tax of up to 35% that may be applicable to any payment made from the Republic of Chile under the Guarantee or the Notes; and (y) the stamp tax that may be applicable if the Opinion Documents are brought to the Republic of Chile for enforcement, pursuant to Decree Law 3,475 of 1980, as amended.  Maximum stamp tax rate is 0.8% on the principal amount stated in the Opinion Documents.

6.            The execution, delivery, consent and performance of the Opinion Documents and the consummation of the transactions contemplated thereby do not conflict with, contravene or constitute or result in a breach or a default under (or an event that with notice or passage of time both would constitute a default under) or violation of any of (i) the estatutos sociales or bylaws of the Company or (ii) any Chilean statute, judgment, decree, order, rule or regulation applicable to the Company.

7.            The Company does not require any consents, authorizations, licenses or approvals of general application from governmental, judicial or public bodies to enter into and to perform or consent its obligations under the Opinion Documents.

8.            The choice of the laws of New York to govern the Opinion Documents is, under Chilean law, a valid and effective choice of law, and a Chilean court would give effect to such choice of law in any action, suit or proceeding arising out of, or otherwise relating to, the Opinion Documents.

9.            The submission by the Company to the non-exclusive general jurisdiction of the federal courts in the Borough of Manhattan in the city of New York is, under Chilean law, valid and binding on the Company.

10.            A final and conclusive judgment for the payment of money rendered by the courts of the State of New York located in the Borough of Manhattan, and appellate courts thereof, arising out of or in relation to the obligations of the Company under the Opinion Documents would be recognized in the courts of the Republic of Chile and such courts would enforce such judgment on the Company, without any retrial or re-examination of the merits of the original action under the following circumstances:

(a) if there is a treaty between the Republic of Chile and the country where the judgment was rendered with respect to the enforcement of foreign judgments, the provisions of such treaty shall be applied. In this respect, please note that currently, there is no treaty for the enforcement of foreign judgments between the United States of America and the Republic of Chile;

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(b) if there is no such treaty, the judgment will be enforced if there is reciprocity as to the enforcement of judgments (i.e., the relevant foreign court would enforce a judgment of a Chilean court under comparable circumstances);

(c) if it can be proved that there is no reciprocity the judgment cannot be enforced in the Republic of Chile;

(d) if reciprocity cannot be proved to exist, the judgment nonetheless will be enforced if (i) it does not contain anything contrary to Chilean law, notwithstanding the differences in procedural rules, (ii) it is not contrary to Chilean jurisdiction, (iii) it has been duly served, although the defendant may prove that for other reasons it has been prevented from using its means of defense (this specific standard was set forth in a ruling from the Chilean Supreme Court and further guidance was not provided in such ruling) and (iv) it is final under the laws of the country where the judgment was rendered. As to the condition that the judgment must have been duly served, considering recent jurisprudence of the Chilean Supreme Court, such service of process should be considered valid for these purposes if made in accordance with the local procedural laws where enforcement was sought, and it can be proved that the defendant had real knowledge of the lawsuit; and

(e) in any event, the judgment may not be contrary to the public policy of the Republic of Chile and may not affect in any way properties located in the Republic of Chile, which are as a matter of law subject exclusively to the jurisdiction of Chilean courts and must comply generally with international standards.

Upon compliance with the above, the courts in the Republic of Chile will enforce a final and conclusive monetary judgment in accordance with the procedure contemplated for the enforcement of final and conclusive foreign judgments in the Chilean Civil Procedure Code (“exequatur”).

With respect to public policy and the enforcement of the obligations of the Company under the Opinion Documents and foreign judgments with respect thereto, we are of the opinion that, generally, any provisions thereof purporting to authorize conclusive determinations by any person, whether for interest, indemnities, costs or otherwise, may not be enforceable if they are based upon a determination which is so arbitrary and unreasonable as to be contrary to basic and fundamental principles of Chilean legislation or public policy. Also, disclaimers of liability will only be enforceable if there is no gross negligence or willful misconduct on the part of the person benefiting from such disclaimers. Additionally, to the extent any section of the Opinion Documents authorizes a party to exercise self-help remedies or entitles a person to benefit from enforcement procedures resulting from foreclosure or collateral located in the Republic of Chile in respect of which a third party holds a priority security interest according to Chilean law, any such section may be deemed to be contrary to basic and fundamental principles of Chilean law.

4 

 

The foregoing opinions are subject to the following additional qualifications:

(a)          the opinions expressed in this letter are limited to questions arising under the laws of the Republic of Chile as currently in effect, and we do not purport to express an opinion on any question arising under the laws of any other jurisdiction;

(b)          the opinion expressed herein are subject to the effect of (i) applicable bankruptcy, liquidation, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general applicability now or hereafter in effect relating to or affecting creditors’ rights generally, and (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law);

(c)          the opinions expressed in this opinion letter speak only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind including any change of law or fact that may occur after the date of this letter even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter. Accordingly, any person relying on this opinion letter at any time after the date hereof should seek advice of its counsel as to the proper application of the opinions expressed in this letter at such time; and

(d)          this opinion letter is addressed to you in connection with the above-described transaction. This opinion letter may not be used, circulated, quoted or relied upon by you for any other purpose or relied upon by any other person without our prior written consent, except that you may release a copy of this opinion (i) to your affiliates; (ii) to the extent required by any applicable law or regulation; or (iii) to any regulatory authority having jurisdiction over you, in each case for the purposes of information only on the strict understanding that we assume no duty or liability whatsoever to any such recipient as a result or otherwise.

This opinion is being delivered to you for your use only in connection with the filing of a Registration Statement (the “Registration Statement”) with respect to the New Notes with the SEC and may not be relied upon by any person other than you and the law firm of Sullivan & Cromwell LLP for purposes of the opinion to be delivered by such firm in connection with the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of Notes and Guarantees” in the prospectus that forms part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933.

Very truly yours,

Philippi Prietocarrizosa Ferrero DU & Uria

5 

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Kinross Gold Corporation

We consent to the use of our report dated February 14, 2024 on the consolidated financial statements of Kinross Gold Corporation, which comprise the consolidated balance sheets as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years then ended, and the related notes, and our report dated February 14, 2024 on the effectiveness of internal control over financial reporting as of December 31, 2023 which are incorporated by reference in the Preliminary Short Form Prospectus dated March 12, 2024 of Kinross Gold Corporation.

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

March 12, 2024

Toronto, Canada

EX-23.8

Exhibit 23.8

CONSENT OF EXPERT

In connection with the Registration Statement on Forms F-10/S-4 and any amendment thereto (the “Registration Statement”) of the registrants, I, Nicos Pfeiffer, hereby consent to the use of my name in connection with the references to the scientific and technical information relating to Kinross Gold Corporation’s mineral properties contained in or incorporated by reference on the Registration Statement.

Date: March 12, 2024	By:	/s/ Nicos Pfeiffer
		Nicos Pfeiffer

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2)  [___]

Computershare Trust Company, National Association

(Exact name of trustee as specified in its charter)

National Banking Association (Jurisdiction of incorporation or organization if not a U.S. national bank)	04-3401714 (I.R.S. Employer Identification Number)
150 Royall Street, Canton, MA (Address of principal executive offices)	02021 (Zip Code)
Law Department Computershare Trust Company, National Association 150 Royall Street, Canton, MA 02021 (781) 575-2000 (Name, address and telephone number of agent for service)

Kinross Gold Corporation

(Exact name of obligor as specified in its charter)

SEE TABLE OF CO-REGISTRANTS

Province of Ontario, Canada
(State or other jurisdiction of
incorporation or organization) 650430083(I.R.S. Employer Identification Number)

25 York Street, 17th Floor
Toronto, Ontario, Canada (Address of principal executive offices) M5J 2V5(Zip Code)

6.250% Senior Notes due 2033

(Title of the indenture securities)

TABLE OF ADDITIONAL REGISTRANTS

Form S-4

Exact Name of Co-Registrant as Specified in its Charter	I.R.S. Employer Identification No.	State or Other Jurisdiction of Incorporation or Organization
Compañía Minera Mantos de Oro	N/A	Republic of Chile
Fairbanks Gold Mining, Inc.	06-1325565	Delaware
Great Bear Resources Ltd.	N/A	British Columbia
KG Mining (Bald Mountain) Inc.	47-5576778	Delaware
KG Mining (Round Mountain) Inc.	47-5586694	Delaware
Kinross Brasil Mineração S.A.	N/A	Federative Republic of Brazil
Melba Creek Mining, Inc.	92-0129829	Alaska
Round Mountain Gold Corporation	88-0211837	Delaware

Address, including Zip Code, and Telephone Number, including Area Code, of each Co-Registrant’s Principal Executive Offices: c/o Kinross Gold Corporation, 25 York Street, 17th Floor, Toronto, Ontario, Canada M5J 2V5, (416) 365-5123.

Item 1. General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

340 Madison Avenue, 4^th Floor

New York, NY 10017-2613

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe such affiliation.

None.

Items 3-15. No responses are included for Items 3-15 of this Form T-1 because, to the best of the Trustee’s knowledge, neither the obligor nor any guarantor is in default under any Indenture for which the Trustee acts as Trustee and the Trustee is not a foreign trustee as provided under Item 15.

Item 16. List of exhibits. List below all exhibits filed as a part of this statement of eligibility.

1.            A copy of the articles of association of the trustee. (See Exhibit 1 to Form T-1 filed with Registration Statement No. 333-200089).

2.            A copy of the certificate of authority of the trustee to commence business.

3.            A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Computershare Trust Company, National Association.

4.            A copy of the existing bylaws of the trustee, as now in effect. (See Exhibit 4 to Form T-1 filed with Registration Statement No. 333-200089).

5.            Not applicable

6.            The consent of the Trustee required by Section 321(b) of the Act.

7.            A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

8.            Not applicable

9.            Not applicable

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Computershare Trust Company, National Association, a national banking association, organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, and State of Minnesota, on the 5th day of March, 2024.

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
By:	/s/ Erika Mullen
	Name: Erika Mullen
	Title: Vice President

EXHIBIT 2

A copy of the Comptroller of the Currency Certificate of Corporate Existence for Computershare Trust Company, National Association, dated February 2, 2024.

EXHIBIT 3

A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Computershare Trust Company, National Association, dated February 2, 2024.

EXHIBIT 6

CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of debt securities, Computershare Trust Company, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.

	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
	By:	/s/ Erika Mullen
		Title: Vice President
March 5, 2024

EXHIBIT 7

Consolidated Report of Condition of

Computershare TRUST COMPANY, NATIONAL ASSOCIATION

150 Royall Street, Canton, MA 02021

at the close of business December 31, 2023.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		2,219
Interest-bearing balances		559,064
Securities:
Held-to-maturity securities		-0-
Available-for-sale securities		-0-
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		-0-
Securities purchased under agreements to resell		-0-
Loans and lease financing receivables:
Loans and leases held for sale		-0-
Loans and leases, net of unearned income		-0-
LESS: Allowance for loan and lease losses		-0-
Loans and leases, net of unearned income and allowance		-0-
Trading assets		-0-
Premises and fixed assets (including capitalized leases)		9,275
Other real estate owned		-0-
Investments in unconsolidated subsidiaries and associated companies		-0-
Direct and indirect investments in real estate ventures		-0-
Intangible assets:
Goodwill		134,206
Other intangible assets		487,199
Other assets		125,357
Total assets		1,317,320

LIABILITIES
Deposits:
In domestic offices	-0-
Noninterest-bearing	-0-
Interest-bearing	-0-
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	-0-
Securities sold under agreements to repurchase	-0-
Trading liabilities	-0-
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	-0-
Not applicable
Not applicable
Subordinated notes and debentures	-0-
Other liabilities	241,258
Total liabilities	241,258
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	500
Surplus (exclude all surplus related to preferred stock)	850,876
Retained earnings	224,686
Accumulated other comprehensive income	-0-
Other equity capital components	-0-
Total bank equity capital	1,076,062
Noncontrolling (minority) interests in consolidated subsidiaries	-0-
Total equity capital	1,076,062
Total liabilities and equity capital	1,317,320

2

I, Robert G. Marshall, Assistant Controller of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

/s/ Robert G. Marshall

Robert G. Marshall

Assistant Controller

3

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

KINROSS GOLD CORPORATION

OFFER TO EXCHANGE ALL OUTSTANDING
6.250% SENIOR NOTES DUE 2033
ISSUED ON JULY 5, 2023 FOR
6.250% SENIOR NOTES DUE 2033

UNCONDITIONALLY GUARANTEED BY Compañía Minera Mantos de Oro, Fairbanks Gold Mining, Inc., Great Bear Resources Ltd., KG Mining (Bald Mountain) Inc., KG Mining (Round Mountain) Inc., Kinross Brasil Mineração S.A., Melba Creek Mining, Inc. and Round Mountain Gold Corporation

WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

Pursuant to the Prospectus dated March 28, 2024,

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 p.m., NEW YORK CITY TIME, ON MAY 1, 2024 UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. WHERE THE EXPIRATION DATE HAS BEEN EXTENDED, TENDERS PURSUANT TO THE EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.

DELIVERY TO:

COMPUTERSHARE TRUST COMPANY, N.A., Exchange Agent

By Registered, Certified or Regular Mail: Computershare Trust Company, N.A. Corporate Trust Operations 1505 Energy Park Drive St Paul, MN 55108 By Facsimile Transmission
(eligible institutions only):
(877) 407-4679   Telephone Inquiries:
(800) 344-5128 By Overnight Courier or Hand Delivery: Computershare Trust Company, N.A. Corporate Trust Operations 1505 Energy Park Drive St Paul, MN 55108

Delivery of this Letter of Transmittal to an address other than as set forth above, or transmission of this Letter of Transmittal via facsimile to a number other than as set forth above, will not constitute a valid delivery. Please read the instructions set forth in this Letter of Transmittal carefully before completing any box below.

The undersigned acknowledges that he, she or it has received this Letter of Transmittal (the “Letter”) and the Prospectus, dated March 28, 2024 (the “Prospectus”), of Kinross Gold Corporation (the “Issuer”) relating to its offer to exchange up to $500,000,000 aggregate principal amount of its 6.250% Notes due 2033 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 6.250% Notes due 2033 (the “Initial Notes”), by the registered holders thereof (“Holders”). The New Notes are unconditionally guaranteed (the “New Guarantees”) by Compañía Minera Mantos de Oro, Fairbanks Gold Mining, Inc., Great Bear Resources Ltd., KG Mining (Bald Mountain) Inc., KG Mining (Round Mountain) Inc., Kinross Brasil Mineração S.A., Melba Creek Mining, Inc. and Round Mountain Gold Corporation (the “Guarantors”). The Prospectus and this Letter together constitute the Issuer’s offers to exchange (the “Exchange Offer”) its New Notes, including the New Guarantees, for a like principal amount of its Initial Notes, including guarantees, from the Holders.

-1-

As described herein, all Initial Notes properly tendered for exchange will either be exchanged for New Notes or will be returned promptly after the termination or withdrawal of the Exchange Offer. For each Initial Note accepted for exchange, the Holder of such Initial Note will receive a New Note having a principal amount equal to that of, and representing the same indebtedness of that represented by, the surrendered Initial Note and with an unconditional Guarantee by the Guarantors identical to the guarantee of the Initial Note. The New Notes will accrue interest from the last interest payment date on which interest was paid on the Initial Notes or, if no interest has been paid on the Initial Notes, from the issue date of the Initial Notes. Accordingly, registered Holders of New Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the last interest payment date on which interest was paid or, if no interest has been paid, from the issue date of the Initial Notes. Initial Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Initial Notes whose Initial Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Initial Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer.

This Letter is to be completed by a Holder of Initial Notes if a tender of Initial Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (“DTC”) (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in “Exchange Offer — Terms of the Exchange Offer —Book-Entry Transfer” section of the Prospectus. Holders of Initial Notes who are unable to deliver confirmation of the book-entry tender of their Initial Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility (a “Book-Entry Confirmation”) and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Initial Notes according to the guaranteed delivery procedures set forth in “Exchange Offer—Terms of the Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

List below the Initial Notes to which this Letter relates. If the space provided below is inadequate, the principal amount of Initial Notes should be listed on a separate signed schedule affixed hereto.

-2-

DESCRIPTION OF INITIAL NOTES

(1)	(2)	(3)
Name(s) and Address(es) of Registered Holder(s) of Initial Notes, Exactly as the Name of the Participant Appears on the Book-Entry Transfer Facility’ Security Position Listing (Please fill in, if blank)	Aggregate Principal Amount	Principal Amount of Initial Note(s) Tendered*
	TOTAL

* Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Initial Notes represented by the Initial Notes indicated in column 2. Initial Notes tendered hereby must be in denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. See Instruction 1.

¨ CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

Account Number

Transaction Code Number

BY CREDITING THE INITIAL NOTES TO THE EXCHANGE AGENT’S ACCOUNT WITH THE BOOK-ENTRY TRANSFER FACILITY’S ATOP AND BY COMPLYING WITH THE APPLICABLE ATOP PROCEDURES WITH RESPECT TO THE EXCHANGE OFFER, THE HOLDER OF THE NOTES ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OF THIS LETTER OF TRANSMITTAL AND CONFIRMS ON BEHALF OF ITSELF AND THE BENEFICIAL OWNER OF SUCH INITIAL NOTES ALL PROVISIONS OF THIS LETTER OF TRANSMITTAL APPLICABLE TO IT AND SUCH BENEFICIAL OWNERS AS FULLY AS IF SUCH BENEFICIAL OWNERS HAD COMPLETED THE INFORMATION REQUIRED HEREIN AND EXECUTED AND TRANSMITTED THIS LETTER OF TRANSMITTAL.

¨ CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s)

Window Ticket Number (if any)

Date of Execution of Notice of Guaranteed Delivery

Name of Institution That Guaranteed Delivery

Account Number

Transaction Code Number

-3-

¨ CHECK HERE IF YOU ARE A BROKER-DEALER ENTITLED, PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT REFERRED TO IN THE PROSPECTUS, TO RECEIVE, AND WISH TO RECEIVE, 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO WITHIN 180 DAYS AFTER THE EXPIRATION DATE.

Name:

Address:

IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE UNDERSIGNED REPRESENTS THAT IT IS NOT PARTICIPATING IN, AND DOES NOT INTEND TO PARTICIPATE IN, A DISTRIBUTION OF NEW NOTES. IF THE UNDERSIGNED IS A BROKER-DEALER THAT WILL RECEIVE NEW NOTES FOR ITS OWN ACCOUNT IN EXCHANGE FOR INITIAL NOTES THAT WERE ACQUIRED AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, IT ACKNOWLEDGES AND REPRESENTS THAT IT WILL DELIVER A PROSPECTUS MEETING THE REQUIREMENTS OF THE SECURITIES ACT, IN CONNECTION WITH ANY RESALE OF SUCH NEW NOTES; HOWEVER, BY SO ACKNOWLEDGING AND REPRESENTING AND BY DELIVERING SUCH A PROSPECTUS THE UNDERSIGNED WILL NOT BE DEEMED TO ADMIT THAT IT IS AN “UNDERWRITER” WITHIN THE MEANING OF THE SECURITIES ACT. IF THE UNDERSIGNED IS A BROKER-DEALER THAT WILL RECEIVE NEW NOTES, IT REPRESENTS THAT THE INITIAL NOTES TO BE EXCHANGED FOR THE NEW NOTES WERE ACQUIRED AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES. IN ADDITION, SUCH BROKER-DEALER REPRESENTS THAT IT IS NOT ACTING ON BEHALF OF ANY PERSON WHO COULD NOT TRUTHFULLY MAKE THE FOREGOING REPRESENTATIONS.

-4-

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the aggregate principal amount of Initial Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Initial Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the applicable Issuer all right, title and interest in and to such Initial Notes as are being tendered hereby.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned’s true and lawful agent and attorney-in-fact with respect to such tendered Initial Notes, with full power of substitution, among other things, to cause the Initial Notes to be assigned, transferred and exchanged.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Initial Notes, and to acquire New Notes issuable upon the exchange of such tendered Initial Notes, and that, when such Initial Notes are accepted for exchange, the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Issuer. The undersigned hereby further represents and warrants that any New Notes acquired in exchange for Initial Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, that neither the Holder of such Initial Notes nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of Initial Notes or New Notes, that neither the Holder of such Initial Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer and that neither the Holder of such Initial Notes nor such other person is acting on behalf of any person who could not truthfully make the foregoing representations and warranties.

The undersigned acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third parties, that the New Notes issued pursuant to the Exchange Offer in exchange for the Initial Notes may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is a broker-dealer or an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such Holder’s business, at the time of commencement of the Exchange Offer such Holder has no arrangement or understanding with any person to participate in a distribution of such New Notes, and such Holder is not engaged in, and does not intend to engage in, a distribution of such New Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes and has no arrangement or understanding to participate in a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Initial Notes, it represents that the Initial Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

-5-

The SEC has taken the position that such broker-dealers may fulfill their prospectus delivery requirements with respect to the New Notes (other than a resale of New Notes received in exchange for an unsold allotment from the original sale of the Initial Notes) with the Prospectus. The Prospectus, as it may be amended or supplemented from time to time, may be used by certain broker-dealers (as specified in the Registration Rights Agreement referenced in the Prospectus) (“Participating Broker-Dealers”) for a period of time, starting on the Expiration Date and ending on the earlier of the close of business 180 days after the Expiration Date in connection with the sale or transfer of such New Notes or such time as such Participating Broker-Dealers no longer own any Initial Notes, other than Initial Notes acquired from the Issuer. The Issuer has agreed that, for such period of time, it will make the Prospectus (as it may be amended or supplemented) available to such a broker-dealer which elects to exchange Initial Notes, acquired for its own account as a result of market making or other trading activities, for New Notes pursuant to the Exchange Offer for use in connection with any resale of such New Notes. By accepting the Exchange Offer, each broker-dealer that receives New Notes pursuant to the Exchange Offer acknowledges and agrees to notify the Issuers prior to using the Prospectus in connection with the sale or transfer of New Notes and that, upon receipt of notice from the Issuer of the happening of any event which makes any statement in the Prospectus untrue in any material respect or which requires the making of any changes in the Prospectus in order to make the statements therein (in light of the circumstances under which they were made) not misleading, such broker-dealer will suspend use of the Prospectus until (i) the Issuer has amended or supplemented the Prospectus to correct such misstatement or omission and (ii) the Issuer has furnished copies of the amended or supplemented Prospectus to such broker-dealer or, if the Issuer has not otherwise agreed to furnish such copies and decline to do so after such broker-dealer so requests, such broker-dealer has obtained a copy of such amended or supplemented Prospectus as filed with the SEC. Except as described above, the Prospectus may not be used for or in connection with an offer to resell, a resale or any other retransfer of New Notes. A broker-dealer that acquired Initial Notes in a transaction other than as part of its market-making activities or other trading activities will not be able to participate in the Exchange Offer.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuer to be necessary or desirable to complete the sale, assignment and transfer of the Initial Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “Exchange Offer—Terms of the Exchange Offer— Withdrawal of Tenders” section of the Prospectus.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please credit the account indicated above maintained at the Book-Entry Transfer Facility.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF INITIAL NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE INITIAL NOTES AS SET FORTH IN SUCH BOX ABOVE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

-6-

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)

SIGNATURE(S) OF OWNER DATE

Area Code and Telephone Number

If a Holder is tendering an Initial Note, this Letter must be signed by the registered Holder(s) as the name(s) appear(s) on the certificate(s) for the Initial Note or by any person(s) authorized to become registered Holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 2.

Name(s):
	(PLEASE TYPE OR PRINT)

Capacity:

Address:

SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 2) SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION:

(AUTHORIZED SIGNATURE)

(TITLE)

(NAME AND FIRM)

DATED:

-7-

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 2, 3 and 4)

To be completed ONLY if Initial Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue: New Notes and/or Initial Notes to:
	(Please Type or Print)

Names(s) and Taxpayer Identification or Social Security Number(s):

(Please Type or Print)

Address:

(Zip Code)

¨ Credit unexchanged Initial Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below:

(Book-Entry Transfer Facility Account Number, if Applicable)

IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

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INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 6.250% NOTES DUE 2033 ISSUED ON JULY 5, 2023 OF KINROSS GOLD CORPORATION FOR 6.250% NOTES DUE 2033 OF KINROSS GOLD CORPORATION THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY AND ALL OUTSTANDING UNCONDITIONAL GUARANTEES BY GUARANTORS OF THE 6.250% NOTES DUE 2033 ISSUED ON JULY 5, 2023 BY KINROSS GOLD CORPORATION FOR UNCONDITIONAL GUARANTEES BY THE GUARANTORS OF THE REGISTERED 6.250% NOTES DUE 2033, ISSUED BY KINROSS GOLD CORPORATION, WHICH GUARANTEES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

1. Delivery of this Letter and notes; guaranteed delivery procedures. This Letter is to be completed by Holders of Initial Notes if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the “Exchange Offer — Terms of the Exchange Offer — Book- Entry Transfer” section of the Prospectus. Book-Entry Confirmation, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof) and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Initial Notes tendered hereby must be in denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof.

Holders who cannot complete the procedure for book-entry transfer on a timely basis may tender their Initial Notes pursuant to the guaranteed delivery procedures set forth in the “Exchange Offer — Terms of the Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined herein), (ii) prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Issuers (by facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Initial Notes and the amount of Initial Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery a Book-Entry Confirmation and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) a Book-Entry Confirmation and all other documents required by this Letter, are received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

The method of delivery of this Letter and all or any other required documents is at the election and risk of the tendering Holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If this Letter and all other required documents are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. See the “Exchange Offer — Terms of the Exchange Offer” section of the Prospectus.

2. Signatures on this Letter; bond powers; guarantee of signatures. If this Letter is signed by a participant in the Book-Entry Facility, the signature must correspond exactly with the name as it appears on the security position listing of the Holders of the Initial Notes.

If any tendered Initial Notes are owned of record by two or more joint owners, all of such owners must sign this Letter.

If this Letter is signed by registered Holder(s) of the Initial Notes specified herein and tendered thereby, no separate bond powers are required unless the New Notes are to be issued, or untendered Initial Notes are to be reissued, to a person other than the registered Holder. Signatures on such bond power(s) must be guaranteed by an Eligible Institution.

If this Letter or any bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the applicable Issuers, proper evidence satisfactory to such Issuer of their authority to so act must be submitted.

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SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 2 MUST BE GUARANTEED BY A FIRM WHICH IS A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING OF A RECOGNIZED MEDALLION PROGRAM APPROVED BY THE SECURITIES TRANSFER ASSOCIATION INC., INCLUDING THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE STOCK EXCHANGE MEDALLION PROGRAM (“SEMP”) AND THE NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE PROGRAM (“MSP”), OR ANY OTHER “ELIGIBLE GUARANTOR INSTITUTION” (AS DEFINED IN RULE 17AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) (EACH OF THE FOREGOING, AN “ELIGIBLE INSTITUTION”)

SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE INITIAL NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF INITIAL NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH INITIAL NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED “SPECIAL ISSUANCE INSTRUCTIONS” IN THIS LETTER, OR (II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

3. Special issuance instructions. Holders tendering Initial Notes by book-entry transfer may request that Initial Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such Holder may designate herein.

4. Transfer taxes. The Issuers will pay all transfer taxes, if any, applicable to the transfer of Initial Notes to it or its order pursuant to the Exchange Offer. If, however, New Notes and/or substitute Initial Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the Initial Notes tendered hereby, or if tendered Initial Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Initial Notes to the Issuers or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

5. Waiver of conditions. The Issuer reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

6. No conditional tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Initial Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Initial Notes for exchange.

None of the Issuers, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Initial Notes nor shall any of them incur any liability for failure to give any such notice.

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7. Withdrawal rights. Tenders of Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

For a withdrawal of a tender of Initial Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Initial Notes to be withdrawn (the “Depositor”), (ii) identify the Initial Notes to be withdrawn (including the principal amount of such Initial Notes), (iii) specify the number of the account at the Book-Entry Transfer Facility from which the Initial Notes were tendered and specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Initial Notes and otherwise comply with the procedures of such facility, (iv) contain a statement that such Holder is withdrawing its election to have such Initial Notes exchanged, (v) be signed by the Holder in the same manner as the original signature on the Letter by which such Initial Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the Trustee with respect to the Initial Notes register the transfer of such Initial Notes in the name of the person withdrawing the tender and (vi) specify the name in which such Initial Notes are registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the applicable Issuers, whose determination shall be final and binding on all parties. Any Initial Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Initial Notes so withdrawn are validly retendered. Any Initial Notes that have been tendered for exchange but which are not exchanged for any reason (including the termination or withdrawal of the Exchange Offer) will be returned to the tendering Holder thereof without cost to such Holder by being credited to an account maintained with the Book-Entry Transfer Facility for the Initial Notes promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Initial Notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

8. Requests for assistance or additional copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter, and requests for Notices of Guaranteed Delivery and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above.

IMPORTANT: THIS LETTER OF TRANSMITTAL, (OR A FACSIMILE THEREOF, IF APPLICABLE, ) OR AN AGENT’S MESSAGE TO THE BOOK-ENTRY TRANSFER FACILITY TOGETHER WITH CONFIRMATION OF BOOK-ENTRY AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M. NEW YORK CITY TIME, ON THE EXPIRATION DATE.

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EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY FOR

KINROSS GOLD CORPORATION

OFFER TO EXCHANGE ALL OUTSTANDING
6.250% SENIOR NOTES DUE 2033
ISSUED ON JULY 5, 2023 FOR
6.250% SENIOR NOTES DUE 2033

UNCONDITIONALLY GUARANTEED BY Compañía Minera Mantos de Oro, Fairbanks Gold Mining, Inc., Great Bear Resources Ltd., KG Mining (Bald Mountain) Inc., KG Mining (Round Mountain) Inc., Kinross Brasil Mineração S.A., Melba Creek Mining, Inc. and Round Mountain Gold Corporation

WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Kinross Gold Corporation (the “Issuer”) made pursuant to the Prospectus, dated March 28, 2024 (the “Prospectus”), if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach Wells Fargo Bank, National Association, as exchange agent (the “Exchange Agent”) prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer.

Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Initial Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) relating to the tender for exchange of Initial Notes (the “Letter of Transmittal”) must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Any Initial Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date. Where the Expiration Date has been extended, tenders pursuant to the Exchange Offer as of the previously scheduled Expiration Date may not be withdrawn after the date of the previously scheduled Expiration Date. Capitalized terms not defined herein are defined in the Prospectus or the Letter of Transmittal.

COMPUTERSHARE TRUST COMPANY, N.A., Exchange Agent

By Registered, Certified or Regular Mail: Computershare Trust Company, N.A. Corporate Trust Operations 1505 Energy Park Drive St Paul, MN 55108 By Facsimile Transmission
(eligible institutions only):
(877) 407-4679
Telephone Inquiries:
(800) 344-5128 By Overnight Courier or Hand Delivery: Computershare Trust Company, N.A. Corporate Trust Operations 1505 Energy Park Drive St Paul, MN 55108

Delivery of this instrument to an address other than as set forth above, or transmission or instructions via facsimile other than as set forth above, will not constitute a valid delivery.

This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the letter of transmittal) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Issuer the principal amount of Initial Notes set forth below pursuant to the guaranteed delivery procedure described in “Exchange Offer — Terms of the Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus.

The undersigned understands that tenders of Initial Notes will be accepted only in principal amount equal to $2,000 or integral multiples of $1,000 in excess thereof. Additionally, the undersigned understands that the tenders of Initial Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time on the Expiration Date.

All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

PLEASE SIGN AND COMPLETE

Principal Amount of Initial Notes Tendered (must be in denominations of principal amount of $2,000 and any integral multiple of $1,000)	Name(s) of Registered Holder(s):
	Address including zip code:
If Initial Notes will be delivered by book entry transfer at The Depository Trust Company, insert Account No.:	Telephone Number including Area Code:
	Signature(s) of Registered Owner(s) or Authorized Signatory:
Date:

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This Notice of Guaranteed Delivery must be signed by the Holder(s) of Initial Notes exactly as its (their) name(s) appear on certificates for Initial Notes or a security position listing as the owner of Initial Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

Please print name(s) and address(es):

Name(s):

Capacity:

Address(es):

Do not send Initial Notes with this form. Initial Notes should be sent to the Exchange Agent together with a properly completed and duly executed Letter of Transmittal.

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “Eligible Guarantor Institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that the certificates representing the principal amount of Initial Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Initial Notes into the Exchange Agent’s account at DTC pursuant to the procedures set forth in “Exchange Offer - Terms of the Exchange Offer - Guaranteed Delivery Procedures” section of the Prospectus, together with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

3

Name of Firm

Address

Zip Code

Area Code and Tel. No.

Authorized Signature

Title

Name: (Please Type or Print)

Dated:

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the Holder and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered or certified mail properly insured, with return receipt requested, is recommended. In all cases sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal.

2. Signatures of this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by a participant of the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Initial Notes, the signature must correspond with the name shown on the security position listing as the owner of the Initial Notes.

If this Notice of Guaranteed Delivery is signed by a person other than the registered Holder(s) of any Initial Notes listed or a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the participant shown on the Book-Entry Transfer Facility’s security position listing.

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing.

3. Requests for assistance or additional copies. Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address specified on the first page hereof. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

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EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form F-10

(Form Type)

Kinross Gold Corporation

(Exact name of registrant as specified in its certificate of incorporation)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee	Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial effective date	Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to Be Paid	Debt	6.250% Senior Notes due 2033(1)	457(o)	$500,000,000.00	100%	$500,000,000.00	$0.00014760	$73,800.00	-	-	-	-
Carry Forward Securities
Carry Forward Securities	-	-	-	-	-	-	-	-	-	-	-	-
	Total Offering Amounts				-	$500,000,000.00	-	$73,800.00	-	-	-	-
	Total Fees Previously Paid							0
	Total Fee Offsets							0
	Net Fee Due							$73,800.00

(1) The notes being registered are offered (i) in exchange for 6.250% Senior Notes due 2033 previously sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) upon certain resales of the notes by broker-dealers. The registration fee has been computed based on the face value of the notes solely for the purpose of calculating the amount of the registration fee, pursuant to Rule 457 under the Securities Act. As is set forth on Exhibit 107 to the Registration Statement on Form S-4 filed on this date by Compañía Minera Mantos de Oro, Fairbanks Gold Mining, Inc., Great Bear Resources Ltd., KG Mining (Bald Mountain) Inc., KG Mining (Round Mountain) Inc., Kinross Brasil Mineração S.A., Melba Creek Mining, Inc. and Round Mountain Gold Corporation (the “Guarantor Subsidiaries”), the Guarantor Subsidiaries will guarantee the payment of principal of, and premium (if any) and interest on, the debt securities registered hereby. Pursuant to Rule 457(n) under the Securities Act, no additional filing fee is being paid in respect of the guarantees.