Kinross Gold takeover offer for Aurelian Resources

Kinross Gold Corp (2) (C:K)
Shares Issued 615,153,817
Last Close 8/19/2008 $16.63
Wednesday August 20 2008 - Takeover Bid

Also Aurelian Resources Inc (C:ARU) Takeover Bid

TSX bulletin 2008-0939

Kinross Gold Corp. has made an offer dated July 28, 2008, to purchase all of the outstanding common shares of Aurelian Resources Inc. on the basis of 0.317 of a common share of Kinross and 0.1429 of a Kinross common share purchase warrant for each common share of Aurelian held. The offer will expire at 6 p.m. (Toronto time) on Sept. 3, 2008, unless extended or withdrawn.

Each Kinross warrant will entitle the holder thereof to acquire, upon due exercise and payment of the exercise price of $32, one Kinross share (subject to adjustment) on or prior to the date that is five years after the date on which the offeror first pays for Aurelian shares deposited under the offer. The Kinross warrants have been conditionally approved to be listed on the Toronto Stock Exchange.

The offeror reserves the right to withdraw the offer and not take up and pay for any securities deposited under the offer unless all of the conditions set out in the offer are satisfied or, where permitted, waived, including the condition that there shall have been validly deposited under the offer and not withdrawn at least 66-2/3 per cent of the outstanding common shares (calculated on a fully diluted basis).

Fractional Kinross shares and fractional Kinross warrants will not be issued in connection with the offer. Where on any take-up date:

1. The total number of Kinross shares to be issued to any shareholder in exchange for such shareholder's Aurelian shares would result in a fraction of a Kinross share being issuable, the number of Kinross shares to be received by such shareholder will be rounded down to the nearest whole Kinross share and, in lieu of a fractional Kinross share, the shareholder will receive a cash payment determined on the basis of an amount equal to the Kinross share reference price multiplied by the fractional share amount.
2. The total number of Kinross warrants to be issued to any shareholder in exchange for such shareholder's Aurelian shares would result in a fraction of a Kinross warrant being issuable, the number of Kinross warrants to be received by such shareholder will be rounded to the nearest whole Kinross warrant. All cash payable in lieu of fractional Kinross shares will be denominated in Canadian dollars.

Holders of common shares who wish to accept the offer but whose share certificates and other required documents are not readily available must complete and duly execute the notice of guaranteed delivery and forward it to Computershare Investor Services Inc. at its principal office in Toronto to be received there prior to the expiry time. Further details regarding the procedure for guaranteed delivery are set out in the offer. Shareholders whose Aurelian shares are registered in the name of an investment dealer, stock broker, bank, trust company or other nominee should contact that nominee for assistance if they want to accept the offer.

The offering circular discloses that Scotia Capital Inc., NM Rothchild & Sons Canada Securities Ltd., and CIBC World Markets Inc. have been retained as dealer managers in Canada. The dealer managers will form a soliciting dealer group comprising members of the Investment Dealers Association of Canada, members of the TSX, the TSX Venture Exchange and the National Association of Securities Dealers to solicit acceptances of the offer. The offeror has agreed to pay to any member of the soliciting dealer group whose name appears in the appropriate space of a properly completed and executed letter of transmittal, a solicitation fee of five cents per Aurelian share deposited and taken up and paid for by the offeror under the offer in Canada, subject to a minimum fee of $85 and a maximum fee of $1,500 in respect of deposits of 1,000 or more Aurelian shares.

Trading and settlement rules

Purchasers may tender the shares purchased providing that such purchases are executed on or before 6 p.m. (Toronto time) on Sept. 3, 2008, and provided that, when applicable, the notice of guaranteed delivery is completed and filed with the depositary in Toronto on or before the expiry time.

Sellers of the shares must be in a position to deliver such shares in time for the purchaser either to tender the shares on or before the expiry time or to meet the third-day delivery deadline on any notice of guaranteed delivery that may have been filed by the purchaser.

Notice of guaranteed delivery -- settlement procedure

The notice of guaranteed delivery must be completed and received by the depositary in Toronto on or prior to expiry time and the letter of acceptance along with the shares pertaining to the notice of guaranteed delivery must be received in Toronto on or prior to 5 p.m. (Toronto time) on the third TSX trading day after the expiry time.

Trading and settlement rules:

1. All trades on Sept. 2, 2008, will be for regular settlement.
2. All trades on Sept. 3, 2008, will be for special two-day settlement on Sept. 5, 2008. These trades will be entered into the CDS Clearing and Depository Services Inc. system with a settlement date of Sept. 5, 2008.

Investors should contact their broker for information or advice on their investment.