16:39 EDT Monday, August 02, 2010

TORONTO, ONTARIO--(Marketwire - Aug. 2, 2010) - Kinross Gold Corporation (TSX:K)(NYSE:KGC) and Red Back Mining Inc. (TSX:RBI) today announced that their respective boards of directors have unanimously approved a friendly merger through a plan of arrangement, whereby Kinross will acquire all of the outstanding common shares of Red Back that Kinross does not already own. The total value of the proposed transaction is approximately US$7.1 billion, on a fully-diluted basis.

Highlights

--  The combination will create a pure gold senior producer with an
    exceptional growth profile, matching Kinross' strong base of high-
    quality mines, growth projects and proven track record, with Red Back's
    early-stage operating mines and outstanding exploration and expansion
    potential. 
--  Red Back shareholders will receive 1.778 Kinross common shares, plus
    0.110 of a Kinross common share purchase warrant for each Red Back
    common share held. Pursuant to the transaction, Kinross expects to issue
    approximately 425 million(1) Kinross common shares and approximately 26
    million Kinross common share purchase warrants. Following completion of
    the transaction, the current Kinross shareholders will hold
    approximately 63%(1) of the combined company, while current shareholders
    of Red Back will hold approximately 37%.  
--  The value of the offer is C$30.50 per Red Back common share,
    representing a premium of approximately 21%, based on the preceding 20-
    day volume-weighted average price of Red Back common shares traded on
    the TSX and the July 30, 2010 closing price of Kinross common shares
    traded on the TSX. The warrants are expected to be listed on the TSX and
    be exercisable for a four-year term at an exercise price of US$21.30,
    representing an approximate 30% premium to the July 30, 2010 closing
    price of US$16.39 for Kinross common shares. 
--  Based on analyst consensus production estimates for Kinross and Red
    Back, forecast pro forma gold production for the combined company would
    be approximately 3.9 million ounces in 2015. Kinross believes there is
    significant upside potential for Red Back's assets beyond this estimate,
    based on its evaluations and the potential for exploration and
    production expansion. 
--  The combination gives Kinross a strong position in West Africa, one of
    the world's fastest-growing and most prospective gold regions, as well
    as a management team experienced in the region. 
--  Lukas Lundin, Chairman of the Red Back Board of Directors, and Richard
    Clark, CEO of Red Back, are expected to join the Kinross Board of
    Directors following closing of the transaction. 
--  Red Back shareholders will benefit from Kinross' strong operating and
    development experience and from diversification through exposure to
    Kinross' balanced portfolio of eight operating mines and future growth
    projects. 
--  The transaction provides a capital gains tax-deferred roll-over option
    for taxable Canadian holders of Red Back shares. 
--  The transaction has been unanimously approved by the board of directors
    of both companies. Red Back directors, senior officers and certain
    shareholders representing approximately 4.6% of the outstanding Red Back
    shares have agreed, or are expected to agree, to vote in favour of the
    proposed transaction. Combined with Kinross' 9.3% interest, this
    represents a total of approximately 14% of the outstanding Red Back
    shares in support of the proposed transaction at the time of
    announcement. 

The transaction gives Kinross two well-established mines that will add immediate incremental production and growth potential. The merged company will have 10 mines and 4 development projects, operating in 8 countries. Based on Kinross' January 14, 2010 production forecast of 2.2 million attributable gold equivalent ounces for 2010, and Red Back's July 21, 2010 production forecast of 445,000-465,000 gold ounces for 2010, pro forma 2010 production for the combined company is expected to be approximately 2.6 - 2.7 million gold equivalent ounces. Upon closing of the transaction, Kinross' Proven and Probable mineral reserves will increase to 53.2 million ounces and Measured and Indicated mineral resources will increase to 19.5 million ounces, based on the latest mineral reserve and mineral resources statements of both companies.(2)

"This is a transformational opportunity," said Kinross President and CEO Tye Burt. "By combining Kinross' world-class mines, growth projects and proven ability in mine development with the potential of Red Back's assets, we are creating a gold growth powerhouse. The significant upside in reserves that we believe exists at Red Back, and Kinross' ability to accelerate that potential, makes this an outstanding prospect for shareholders of both companies."

"Kinross' record of successful project development and delivery together with the world class prospects of Tasiast is an exciting and unique combination," said Red Back President and CEO Richard Clark. "The growing underground production profile at Chirano and Red Back's prospective exploration portfolio fits neatly with the impressive asset base of Kinross. Red Back shareholders will benefit by participating in a large and well-diversified major gold producer with a core stable of high quality producing assets, significant expansion opportunities and an exciting exploration portfolio."

"Our board of directors has unanimously recommended this friendly combination to Red Back Shareholders. This is a fair offer with an attractive premium above current market price, and Kinross is a great partner," Mr. Clark added.

"We have been impressed not only by Red Back's assets but also by the experience and skill of their management team," said Mr. Burt. "They bring considerable value to this transaction, as experienced operators with a great track record in the region."

Red Back's assets in Mauritania and Ghana give Kinross a strong position in West Africa, one of the world's fastest-growing gold regions, expanding its presence in mining-friendly jurisdictions.

"Red Back has a strong record as a responsible operator," said Mr. Burt. "As Kinross, we intend to build on that reputation by bringing the same high standards for environmentally and socially responsible mining to the region that we have established in our operations around the world."

Summary of the transaction

On August 2, 2010, Kinross and Red Back entered into an arrangement agreement setting out, among other things, the terms under which the proposed business combination transaction will be undertaken. Under the transaction, each common share of Red Back not already owned by Kinross will be exchanged for 1.778 Kinross common shares and 0.110 of a Kinross common share purchase warrant. The Kinross common share purchase warrants may not be exercised by any holder during the initial 40-day period following their date of issuance, and thereafter may not be exercised by any holder who is in the United States or who is a U.S. person. Pursuant to the transaction, Kinross expects to issue approximately 425 million common shares, on a fully-diluted basis, and approximately 26 million Kinross common share purchase warrants. Following the completion of the transaction, the current Kinross shareholders will hold approximately 63%(1) of the combined company, while current shareholders of Red Back will hold approximately 37%.

The transaction will be carried out by way of a court-approved plan of arrangement and will require the approval of at least 66 2/3 % of the votes cast by the shareholders of Red Back at a special meeting of Red Back shareholders expected to take place in mid-September 2010. It is expected that the transaction will be exempt from the registration requirements of the U.S. Securities Act of 1993, as amended, pursuant to the court approval exemption afforded by section 3(a)(10) under that Act. The transaction is also subject to obtaining the approval of a majority of the votes cast by the shareholders of Kinross at a special meeting of Kinross shareholders expected to take place the same date as the Red Back meeting. In addition to shareholder and court approvals, the transaction is subject to applicable regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature.

The transaction has been unanimously approved by the boards of directors of each of Kinross and Red Back. The boards of directors of each of Kinross and Redback have approved the transaction and are expected to provide written recommendations that holders of Kinross common shares and Red Back common shares vote in favour of the transaction in the information circulars to be mailed in connection with their respective special meetings of shareholders. Each of Kinross' financial advisors, BMO Capital Markets, GMP Securities L.P., and N M Rothschild & Sons have provided an opinion to the Kinross board of directors that the consideration to be paid by Kinross under the transaction is fair, from a financial point of view, to Kinross. In addition, an independent fairness opinion was provided to Kinross by Morgan Stanley Canada Limited. The financial advisor for Red Back, Scotia Capital Inc., has provided an opinion to the Red Back board of directors that the consideration to be received by the Red Back shareholders under the transaction is fair, from a financial point of view, to the Red Back shareholders, other than Kinross. In addition, CIBC World Markets Inc. provided a fairness opinion to a special committee of independent directors of Red Back. Kinross' legal counsel is Osler, Hoskin & Harcourt LLP and Red Back's legal counsel is Blake, Cassels & Graydon LLP. BMO Capital Markets acted as Senior Financial Advisor to Kinross.

Each of the directors and senior officers of Red Back, and certain shareholders of Red Back representing approximately 4.6% of the issued and outstanding Red Back common shares, have entered into, or are expected to enter into, voting agreements with Kinross and have agreed, or are expected to agree, to vote in favour of the transaction at the special meeting of Red Back shareholders to be held to consider the transaction. Kinross, which currently holds 9.3% of the issued and outstanding Red Back common shares, will also vote in favour of the transaction.

The arrangement agreement provides that the boards of directors of each of Kinross and Red Back may, under certain circumstances, terminate the agreement in favour of an unsolicited superior proposal, subject to payment of a termination payment of C$250 million, in the case of Kinross, and C$217 million, in the case of Red Back, and subject to a right by each party to match the superior proposal in question.

Further information regarding the transaction will be contained in an information circular that each of Kinross and Red Back will prepare, file and mail in due course to their respective shareholders in connection with the special meetings of each of the Kinross and Red Back shareholders to be held to consider the transaction. All shareholders are urged to read the information circulars once they become available as they will contain additional important information concerning the transaction.

Details regarding these and other terms of the transaction are set out in the arrangement agreement, which is available on SEDAR at www.sedar.com.

About Kinross

Kinross is a Canadian-based gold mining company with mines and projects in Canada, the United States, Brazil, Chile, Ecuador and Russia, employing approximately 5,500 people worldwide. Kinross' strategic focus is to maximize net asset value and cash flow per share through a four-point plan built on: delivering mine and financial performance; attracting and retaining the best people in the industry; achieving operating excellence through the "Kinross Way"; and delivering future value through profitable growth opportunities. Kinross maintains listings on the Toronto Stock Exchange (symbol:K) and the New York Stock Exchange (symbol:KGC).

About Red Back

Red Back is an un-hedged African-focused gold producer. It owns and operates the Chirano Gold Mine in Ghana and the Tasiast Gold Mine in Mauritania. Aggressive exploration programs aimed at increasing the Company's resource and reserve base at both Chirano and Tasiast are ongoing.

Conference call details

In connection with this news release, Kinross will hold a conference call and audio webcast on Tuesday, August 3, 2010 at 8 a.m. EDT, followed by a question-and-answer session. To access the call, please dial:

Canada & USA Toll Free:   1-800-319-4610                                    
Outside of Canada & USA:  +1-604-638-5340                                   
Callers from the UK:      0808-101-2791