Aurelian Resources Was Stolen By Kinross and Management But Will Not Be Forgotten
The company whose shareholders were better than its management
Message: to fearless
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Important information for Aurelian Shareholders on the status of the Kinross offer
Kinross has compiled the following Q&A to provide clarification concerning the current status of its bid for Aurelian Resources. It is important for the remaining Aurelian shareholders to understand the next steps for Kinross with respect to acquiring the remaining Aurelian shares. This Q&A is intended to help ensure that the remaining Aurelian shareholders have this information, so that decisions they make about their shares are fully-informed and factually-based. At the same time, we encourage Aurelian shareholders to learn more about Kinross. Kinross was the top performing senior gold equity on both the New York Stock Exchange and the Toronto Stock Exchange for the past two years. This performance reflected some key Kinross strengths and advantages: a significant growth in proven and probable gold reserves1, up 88% in just two years; a geographically balanced portfolio of high-quality assets; three major low-cost growth projects coming onstream in 2008, promising to boost our production 55% over 2007 levels by 2009; a strong balance sheet and increased cash flow; outstanding margin growth, up 213% over five years; a revamped management team and operating structure; and perhaps most important, a clearly defined strategic plan. We urge you to explore our website, read our annual report, and look at our recent investor presentations to learn more about our strategy for disciplined growth, and our plans to continue to generate superior value for our shareholders. We also suggest reading our 2007 Corporate Responsibility Report to learn what Kinross stands for and the values and principles that guide us. Our commitment to corporate responsibility begins with high standards for health and safety, commitment to superior environmental performance, and strict adherence to the relevant laws, regulations and securities guidelines in every jurisdiction where we operate. Every Kinross employee is committed to our Ten Principles of Corporate Responsibility, and is required annually to sign our Code of Business Conduct and Ethics, which demands strict compliance with a comprehensive set of anti-corruption guidelines. As a mining company, we also realize that simply obeying the law is not enough, and we have both a moral and a business imperative to make a positive contribution in the communities where we operate. That is why "outstanding corporate citizenship" is one of Kinross’ four core values. This commitment to corporate responsibility has been a hallmark of all our operations, including our mining operations in South America, and we feel that it will prove to be a strong advantage in working with the Ecuadorian government and with local communities to make responsible development of the Fruta Del Norte deposit a win-win-win for all parties. What is the current status of Kinross’ position with respect to this bid? As outlined in Kinross’ press release of September 16, 2008, Kinross now owns 90.7% of the outstanding common shares of Aurelian. Excluding the 15 million shares that Kinross acquired prior to the offer, Kinross owns 89.7% of the Aurelian shares. To proceed with a compulsory acquisition of the remaining Aurelian shares (as opposed to alternative forms of available going private transactions), the offer must have been accepted by not less than 90% of the outstanding shares of Aurelian, excluding for such purpose the 15 million shares that Kinross acquired prior to the offer. 1 For further information, please refer to Kinross’ Mineral Reserve and Resource Statement at December 31, 2007, as released February 21, 2008, which can be found on our website at www.kinross.com.
September 17, 2008 Page 2
Kinross has extended its offer to enable those shareholders who have not yet tendered their shares a final opportunity to deposit their Aurelian shares to the offer. Given that 89.7% of the Aurelian shares have been tendered to the offer and are now owned by Kinross, the Company is confident that it will acquire the relatively small number of additional shares it needs to reach the 90% threshold for compulsory acquisition by the time the bid extension expires on September 29, 2008. Following this final extension, Kinross expects to acquire all of the remaining shares by way of compulsory acquisition. In the unlikely event that the 90% threshold was not reached, Kinross would expect to proceed instead to acquire the balance of the outstanding shares by way of a subsequent acquisition transaction, and to arrange for Aurelian to cause a special meeting of shareholders to be held for such purpose.
What is "compulsory acquisition"? This procedure is provided for in Section 206 of the Canada Business Corporations Act (the CBCA). The compulsory acquisition procedure allows an offeror to acquire the remaining shares for the same consideration per share as offered under the takeover bid, following delivery of a notice to such effect to the remaining shareholders and to the Director under the CBCA. Why should I deposit my shares to the offer now? The Kinross offer for Aurelian remains a very attractive offer – which Kinross continues to believe is one of the best offers that have been made for a company whose main assets consist of such early-stage gold ounces, in particular given recent downward trends in the junior mining sector. In addition, the offer was unanimously recommended by the Aurelian board. It has been overwhelmingly endorsed by the market, based on the very strong depositing of shares to the offer to date. Also, depositing to the offer gives Aurelian shareholders the significant benefits of becoming a Kinross shareholder. In the recent downward trend we have seen across the entire gold sector, the junior sector has been impacted particularly hard. In this volatile market, Kinross’ strong cash flow, diversified asset base, and growth potential offer investors a greater level of stability and certainty. Will I receive the Kinross dividend that is to be paid on September 30th? Kinross shareholders of record at the close of business on September 23rd are eligible to receive the dividend payable on September 30th. Shareholders that have properly tendered their Aurelian shares to the Kinross offer on or before September 15th should have received Kinross shares by September 23rd. Those who tender after September 15th are unlikely to receive their Kinross shares in time to be eligible for the dividend. Has Kinross been purchasing shares on the open market? No. Kinross committed in its Support Agreement with Aurelian dated July 23, 2008 not to make market purchases of Aurelian shares during the period that the offer was open. We encourage all Aurelian shareholders to read in full the Offer and Circular dated July 28, 2008, which provides more detail on these issues. We also encourage Aurelian shareholders to seek the advice of fully qualified and professional legal and/or financial counsellors if they have any questions about the information that the circular contains, or about their options going forward.
September 17, 2008 Page 3
Cautionary Statement on Forward-looking Information.
All statements, other than statements of historical fact, contained or incorporated by reference in this document 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 harbour" under the United States Private Securities Litigation Reform Act of 1995, and are based on the expectations, estimates and projections of management as of the date of this document unless otherwise stated. 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 uncertainties and contingencies. In addition, the forward-looking information set forth in this document is subject to various risks and other factors which could cause actual results to materially differ from those expressed or implied in the forward-looking information. These risks, factors, estimates and assumptions are described in more detail in the "Risk Factors Related to the Offer" section of Kinross’ offer and take-over bid circular filed in respect of Aurelian Resources Inc. (the "Aurelian Bid Circular"), and the "Cautionary Statement on Forward-Looking Information" sections of our related news releases, to which readers are referred and which statements are incorporated by reference in this document, and all forward-looking statements made in this document are qualified by such cautionary statements. Kinross disclaims any intention or obligation to update or revise any forward-looking statements made in this document whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. Other information. This document does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of Kinross or Aurelian Resources Inc. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada. Kinross has filed the Aurelian Bid Circular, and more recently a Notice of Extension, with Canadian provincial securities regulators. Kinross has also filed with the U.S. Securities and Exchange Commission a Registration Statement on Form F-8 which includes the Aurelian Bid Circular. Investors and security holders are urged to read the Aurelian Bid Circular and the Notice of Extension because they contain important information. Investors may obtain a copy of the Aurelian Bid Circular, the Notice of Extension and other documents filed by Kinross with the Canadian provincial securities regulators on SEDAR at www.sedar.com, and with the SEC at the SEC's website at www.sec.gov. The Aurelian Bid Circular and these other documents may also be obtained on Kinross' website. Where we say "we", "us", "our", the "Company", or "Kinross" in this document, we mean Kinross Gold Corporation and/or one or more or all of its subsidiaries, as may be applicable
Kinross web site is the place.
Thank you for yor time
regards oiramoric
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