Kinross may, in its sole discretion, modify or waive any term or condition of the
Offer, provided that Kinross will not, without the prior written consent of the
Company: (i) modify or waive the Minimum Tender Condition to permit it to
acquire less than 50.1% of the Common Shares outstanding (calculated on a fullydiluted
basis); (ii) decrease the Offered Consideration (except for a proportionate
reduction in circumstances where, following the date hereof, the Company has
declared, set aside or paid any dividend or distribution (whether in cash, shares,
property or otherwise) with respect to the Common Shares); (iii) change the form
of the Offered Consideration (other than to increase the total consideration per
Common Share and/or add additional consideration or consideration alternatives);
(iv) impose additional conditions to the Offer; (v) decrease the number of
Common Shares in respect of which the Offer is being made; or (vi) otherwise
modify the Offer (or any terms or conditions thereof) in a manner that is adverse
to the Company or the Shareholders. If Kinross waives the Minimum Tender
Condition on a date that is less than 10 days prior to the Expiry Date, it shall
extend the Offer for at least such period of time as is necessary to ensure that the
Offer remains open for ten days from the date or such waiver.